CROSSROADS CAPITAL, INC. (NASDAQ:XRDC) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

On June 23, 2017, Crossroads Capital, Inc. (the Company) and each
of Andrew Dakos, Phillip Goldstein and Gerald Hellerman, the
initial trustees (the Trustees) of Crossroads Liquidating Trust,
a Maryland statutory trust (the Liquidating Trust), executed the
Liquidating Trust Agreement (the Liquidating Trust Agreement) in
connection with the conversion of the Company into the
Liquidating Trust (the Conversion) to the Companys Plan of
Liquidation (the Plan of Liquidation) for the sole purpose of
liquidating its assets and distributing the proceeds to the
holders of the beneificial interests in the Liquidating Trust.

The Trustees will be entitled to receive compensation for their
services as Trustees comparable to the fees paid by the Company
to its independent directors, consisting of reasonable meeting
fees or quarterly or annual retainer fees or a combination of
such fees, as determined by the Trustees. Each Trustee will be
reimbursed from the Trust Assets for all expenses reasonably
incurred, and appropriately documented, by such Trustee in the
performance of that Trustees duties. It is estimated that
Trustees fees will total approximately $60,000 in the Liquidating
Trusts first year.

The Liquidating Trust will terminate upon payment to the holders
of the beneficial interests in the Liquidating Trust (Trust
Units) of all of the Liquidating Trusts assets and in any event
upon the third anniversary of the effectiveness of the
Conversion. The life of the Liquidating Trust may, however, be
extended to more than three years if the Trustees of the
Liquidating Trust then determine that an extension is reasonably
necessary to fulfill the purposes of the trust.

The Trustees will be authorized to engage the services of other
professionals or service organizations to assist it in managing
the Liquidating Trusts affairs.

Under the Liquidating Trust Agreement, Trust Units will not be
transferable or assignable, except for certain exceptions
described in the Liquidating Trust Agreement. The Trust Units
which will not be certificated and will not be listed on any
exchange or quoted on any quotation system. The Liquidating Trust
Agreement provides that neither the Trustees nor anyone
associated with the Liquidating Trust may take any action to
facilitate or encourage any trading in Trust Units.

The Liquidating Trusts activities will be specifically limited to
conserving, protecting, transferring and selling its assets and
distributing the proceeds therefrom, including holding such
assets for the benefit of the holders of Trust Units, enforcing
the rights of the holders of Trust Units, temporarily investing
such proceeds and collecting income therefrom, providing for the
liabilities of the Liquidating Trust, making liquidating
distributions to the holders of Trust Units, and taking such
other actions as may be necessary to conserve and protect the
assets of the Liquidating Trust. Liquidating distributions will
be made at such times as determined by the Trustees in their sole
discretion, but consideration of potential liquidating
distributions shall occur no less frequently than annually, and
in any event within a reasonable period of time following the
disposition of the Liquidating Trusts assets. The Liquidating
Trust will remain subject to the restrictions under the
Investment Company Act of 1940 from engaging in transactions with
affiliated parties, except under certain circumstances.

The Liquidating Trust will file with the U.S. Securities and
Exchange Commission (the SEC) annual reports showing the assets
and liabilities of the Liquidating Trust at the end of each
calendar year and its receipts and disbursements for the period.
The annual reports will also describe the changes in the
Liquidating Trusts assets during the reporting period and the
actions taken by the Trustees during the period. The financial
statements contained in such reports will be prepared in
accordance with generally accepted accounting principles and will
be reviewed by the Liquidating Trusts independent registered
public accounting firm; however, it is not contemplated that the
financial statements will be audited by independent registered
public accountants. The Liquidating Trust will file with the SEC
a current report under cover of Form 8-K whenever an event occurs
for which Form 8-K requires such report to be filed for the
Liquidating Trust or whenever, in the opinion of the Trustees,
any other material event relating to the Liquidating Trusts
assets has occurred.

The foregoing summary does not purport to be complete and is
qualified in its entirety by the Liquidating Trust Agreement
attached hereto as Exhibit 10.1.

On June 23, 2017, the stockholders approved the Plan of
Liquidation and, to the Plan of Liquidation, the Company was
converted into theLiquidating Trust by filing of Articles of
Conversion and a Certificate of Trust with the State Department
of Assessments and Taxation of the State of Maryland. Upon the
effectiveness of the Conversion:

Certain other rights of the Companys stockholders changed as a
result of the Conversion, as described in the Companys definitive
proxy statement on Schedule 14A filed with the U.S. Securities
and Exchange Commission on April 17, 2017 (the Definitive Proxy
Statement), under the section entitled Proposal 3 Authorize Us to
Liquidate and Dissolve to the Plan, which description is
incorporated in its entirety herein by reference.

The foregoing descriptions of the Plan of Liquidation, Articles
of Conversion, Certificate of Trust, and Liquidating Trust
Agreement do not purport to be complete and are qualified in
their entirety by reference to the full text of the Plan of
Liquidation, Articles of Conversion, Certificate of Trust, and
Liquidating Trust Agreement, copies of which are filed as
Exhibits 2.1, 3.1, 3.2 and 10.1, respectively, and incorporated
herein by reference.

The information set forth under Item 3.03 above is incorporated
herein by reference.

Special Meeting

The Companys special meeting of stockholders was originally
called to order on June 2, 2017 and was adjourned in order to
permit the Company to voluntarily delist from NASDAQ and to begin
the process of withdrawing the Companys election to be regulated
as a business development company. The Company reconvened the
special meeting on June 23, 2017 and stockholders authorized a
Plan of Liquidation to covert the Company into a liquidating
trust for the purpose of liquidating and distributing the
Companys assets. The results of the vote are as follows:

On June 23, 2017, the Company filed a Form N-54C with the U.S.
Securities and Exchange Commission to withdraw its election under
Section 54(a) of the Investment Company Act of 1940 to be
regulated as a business development company. The withdrawal was
effective immediately upon filing and acceptance of the Form
N-54C with the U.S. Securities and Exchange Commission.
Stockholders previously approved the withdrawal on June 2, 2017.

The Company currently anticipates that the Trustees will convene
promptly following the Conversion and approve a cash distribution
of not less than $1.60 per share. In connection with this
announcement, the Company will also disclose the liquidating
distribution deemed to have been received by stockholders for tax
reporting purposes upon the effectiveness of the Conversion.

The Company issued a press release dated June 23, 2017, which is
attached hereto as Exhibit 99.1.

(d) Exhibits

CROSSROADS CAPITAL, INC. Exhibit
EX-2.1 2 ex2-1.htm PLAN OF LIQUIDATION   Crossroads Capital,…
To view the full exhibit click here
About CROSSROADS CAPITAL, INC. (NASDAQ:XRDC)

Crossroads Capital, Inc., formerly BDCA Venture, Inc., is an internally managed, non-diversified, closed-end management investment company. The Company’s investment objective to preserve capital and maximize stockholder value by pursuing the sale of its portfolio investments, limiting expenses and deploying surplus cash as appropriate, including into yielding investments to offset, in part, operating expenses. The Company holds equity investments in approximately 12 portfolio companies, one of which is publicly traded, and 11 of which are private companies. The Company’s investments consist of securities issued by private and publicly traded companies consisting of preferred stock, common stock, subordinated convertible bridge notes, subordinated secured notes and warrants to purchase common and preferred stock.