On August 20, 2019, Capital Southwest Corporation (the “Company”) entered into separate amended and restated equity distribution agreements (the “Equity Distribution Agreements”) with Jefferies LLC and Raymond James & Associates, Inc. (the “Sales Agents”), on substantially the same terms as the equity distribution agreements, each dated March 4, 2019, with each of the Sales Agents, except with respect to revisions permitting the Company to “incorporate by reference” certain information into the Company’s prospectus supplement, dated August 20, 2019 (the “Prospectus Supplement”) and the base prospectus, dated August 15, 2019 (together with the Prospectus Supplement, the “Prospectus”), relating to the Company’s “at-the-market” offering of the Company’s common stock, par value $0.25 per share (the “Shares”). Under the Equity Distribution Agreements, the Sales Agents may, but have no obligation to, issue and sell up to $50.0 million in aggregate amount of Shares, from time to time through Sales Agents, or to them, as principal for their own account. As of August 20, 2019, up to approximately $40.1 million in aggregate amount of the Shares remained available for sale under the “at-the-market” program.

Further details regarding the Equity Distribution Agreements and the “at the market” program equity offering are set forth in the Prospectus Supplement, filed by the Company with the Securities and Exchange Commission on August 20, 2019.

The foregoing description of the Equity Distribution Agreements is not complete and is qualified in its entirety by reference to the full text of the Equity Distribution Agreements, a form of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. A copy of the opinion of Eversheds Sutherland (US) LLP relating to the legality of the issuance and sale of the Shares to the Prospectus is attached as Exhibit 5.1 hereto.

The Shares, if any, will be issued to the Company’s shelf registration statement on Form N-2 (File No. 333-232492) and the Prospectus, as supplemented from time to time.

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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

CAPITAL SOUTHWEST CORP Exhibit
EX-5.1 2 cswcequityatmaugust2019e.htm EXHIBIT 5.1 cswcequityatmaugust2019e Exhibit 5.1 [Letterhead of Eversheds Sutherland (US) LLP] August 20,…
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About CAPITAL SOUTHWEST CORPORATION (NASDAQ:CSWC)

Capital Southwest Corporation is an investment company that specializes in providing customized financing to middle market companies in a range of industry segments located primarily in the United States. The Company is a specialty lending company. Its principal investment objective is to produce risk-adjusted returns by generating current income from debt investments and capital appreciation from its equity and equity related investments. It focuses on partnering with business owners, management teams and financial sponsors to provide financing solutions to fund growth, changes of control, or other corporate events. In allocating future investments, it focuses on investing in senior and subordinated debt securities secured by security interests in portfolio company assets, coupled with equity interests. It targets senior and subordinated investments in the lower middle market and private loan transactions, as well as first and second lien syndicated loans in middle market companies.