On March 4, 2019, Capital Southwest Corporation (the “Company”) established an “at-the-market” offering (the “ATM Program”) through which the Company may sell, from time to time through sales agents, shares of the Company’s common stock, par value $0.25 per share (the “Shares”). When established, the Company entered into equity distribution agreements with Jefferies LLC (“Jefferies”) and Raymond James & Associates, Inc. (“Raymond James”) to sell Shares having an aggregate offering price of up to $50,000,000.

On February 4, 2020, the Company (i) increased the maximum amount of Shares to be sold through the ATM Program to $100,000,000 from $50,000,000 and (ii) added two additional sales agents to the ATM Program, JMP Securities LLC (“JMP”) and B. Riley FBR, Inc. (“B. Riley” and, together with Jefferies, Raymond James and JMP, the “Sales Agents”). In connection with the upsize of the ATM Program to $100,000,000 and the addition of JMP and B. Riley as sales agents, the Company entered into (i) second amended and restated equity distribution agreements, each dated February 4, 2020, with each of Jefferies and Raymond James, and (ii) equity distribution agreements, each dated February 4, 2020, with each of JMP and B. Riley (collectively, the “Equity Distribution Agreements”). The Company’s equity distribution agreements with each of the Sales Agents are on substantially the same terms and conditions as one another. Under the Equity Distribution Agreements, the Company may, but has no obligation to, issue and sell up to $100.0 million in aggregate amount of Shares in the ATM Program, from time to time through Sales Agents, or to them, as principal for their own account. As of February 4, 2020, up to approximately $71.3 million in aggregate amount of the Shares remained available for sale under the ATM Program.

Further details regarding the Equity Distribution Agreements and the ATM Program are set forth in the Company’s prospectus supplement, dated August 20, 2019 (the “First Prospectus Supplement”), supplement no. 1 to the First Prospectus Supplement, dated November 14, 2019 (“Supplement No. 1”), and supplement no. 2 to the First Prospectus Supplement, dated February 4, 2020 (together with the First Prospectus Supplement, Supplement No. 1, and any information incorporated by reference into the First Prospectus Supplement, the “Prospectus Supplement”), filed by the Company with the Securities and Exchange Commission.

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, forms of which are attached hereto as Exhibits 10.1 and 10.2 and are 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 Supplement 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), the prospectus, dated August 15, 2019, contained therein, and the Prospectus Supplement, 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 ex51esvalidityopinion.htm EXHIBIT 5.1 Exhibit Exhibit 5.1 [Letterhead of Eversheds Sutherland (US) LLP] February 4,…
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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.