Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  June 7, 2023

CAPITAL SOUTHWEST CORPORATION

(Exact Name Of Registrant As Specified In Charter)

Texas			814-00061			75-1072796
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

8333 Douglas Avenue, Suite 1100

Dallas, Texas 75225

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: [phone]

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common Stock, $0.25 par value per share			CSWC			The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 1.01 Entry into a Material Definitive Agreement.

On June 7, 2023, Capital Southwest Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and between the Company and Oppenheimer & Co., Inc., as representative of the several underwriters named in Schedule A thereto, in connection with the issuance and sale of $62,500,000 aggregate principal amount of the Company’s 7.75% Notes due 2028 (the “Notes” and the issuance and sale of the Notes, the “Offering”). The Company also has granted the underwriters a 30-day to purchase up to an additional $9,375,000 aggregate principal amount of the Notes to cover overallotments, if any. The closing of the Offering is expected to occur on June 14, 2023, subject to customary closing conditions. The Company intends to list the Notes on the Nasdaq Global Select Market under the trading symbol “CSWCZ” within 30 days of issuance.

The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (File No. 333-259455) previously filed with the Securities and Exchange Commission (the “SEC”), as supplemented by a preliminary prospectus supplement dated June 7, 2023, the pricing term sheet filed with the SEC on June 7, 2023, and a final prospectus supplement dated June 7, 2023. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement filed as an exhibit hereto and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-k is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)          Exhibits

Exhibit No.						Description
1.1						Underwriting Agreement, dated June 7, 2023, by and between Capital Southwest Corporation and Oppenheimer & Co., Inc., as representative of the several underwriters named in Schedule A thereto
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 8, 2023

			By:			/s/ Michael S. Sarner
						Name: Michael S. Sarner
						Title:   Chief Financial Officer