EQUUS TOTAL RETURN, INC. (NYSE:EQS) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement.
On May 30, 2017, Equus Total Return, Inc. (Equus or the Company)
received written notice that U.S. Gas Electric, Inc. (USGE) and
its controlling shareholder MVC Capital, Inc. (MVC) had
terminated the Stock Purchase Agreement and Plan of Merger, dated
April 24, 2017 (Merger Agreement), between Equus, certain
shareholders of USGE, and MVC as the representative of the
selling USGE stockholders.
On May 30, 2017, USGE and MVC notified Equus that it had accepted
a proposal from Crius Energy Trust, that was considered by the
respective boards of directors of USGE and MVC to constitute a
Superior Proposal (as such term is defined in the Merger
Agreement) to the terms and conditions of the Merger Agreement,
and, accordingly, provided Equus with a notice of termination to
Section 10.01(c)(iii) of the Merger Agreement. Further, to
Section 10.02(b) of the Merger Agreement, USGE paid Equus a
termination fee of $2.5 million. The full text of the Merger
Agreement is attached to the Companys Current Report on Form 8-K
filed with the Securities and Exchange Commission on April 24,
2017 and is incorporated herein by reference.
As a result of the termination of the Merger Agreement, Amendment
No. 1, dated April 24, 2017, to the Share Exchange Agreement
entered into between Equus and MVC on May 14, 2014, was also
terminated and the Share Exchange Agreement, as originally
constituted, remained in effect. The full text of the Share
Exchange Agreement is attached to the Companys Current Report on
Form 8-K filed with the Securities and Exchange Commission on May
15, 2014 and is incorporated herein by reference.
Item 8.01 Other Events.
On May 30, 2017, the Company issued a press release announcing
the termination of the Merger Agreement. The text of the press
release is included as Exhibit 99.1 to this Current Report and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release issued on May 30, 2017 by Equus Total Return,
Inc.
About EQUUS TOTAL RETURN, INC. (NYSE:EQS)
Equus Total Return, Inc. (the Fund) is a closed-end management investment company. The Fund is a business development company whose investment objective is to maximize the total return to its stockholders in the form of current investment income and long-term capital gains by investing in the debt and equity securities of small and middle market capitalization companies that are generally not publicly traded at the time of its investment. In addition, it may invest with other co-investors, including private equity firms, business development companies, small business investment companies, venture capital groups, institutional investors and individual investors. It invests in a range of sectors, including energy, media, business products and services, shipping products and services, financial services and others. The Fund’s investments in portfolio securities consist of fixed-rate debt securities, limited liability company investments, common stock, and secured and subordinated debt. EQUUS TOTAL RETURN, INC. (NYSE:EQS) Recent Trading Information
EQUUS TOTAL RETURN, INC. (NYSE:EQS) closed its last trading session down -0.47 at 2.45 with 200 shares trading hands.
