MVC Capital, Inc. (NYSE:MVC) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02
Amended and Restated Investment Advisory Agreement
On December 23, 2020, in connection with the consummation of the transactions contemplated by the Merger Agreement, the Amended and Restated Investment Advisory and Management Agreement, dated as of April 14, 2009, by and between the Company and The Tokarz Group Advisers LLC terminated automatically.
Repayment in Full of Credit Facilities
On December 23, 2020, in connection with the consummation of the transactions contemplated by the Merger Agreement, the Company repaid in full and terminated (i) the Secured Revolving Credit Agreement, dated July 31, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “BB&T Credit Agreement”), by and between the Company and Truist Bank (formerly known as Branch Banking and Trust Company), as lender, and the other Loan Documents (as defined in the BB&T Credit Agreement, and together with the BB&T Credit Agreement, collectively, the “BB&T Credit Documents”), and (ii) the Credit and Security Agreement, dated January 29, 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “PUB Credit Agreement” and together with the BB&T Credit Agreement, the “Credit Agreements”), by and between the Company and People’s United Bank, National Association, as agent, and the other Loan Documents (as defined in the PUB Credit Agreement, and together with the PUB Credit Agreement, collectively, the “PUB Credit Documents”). The Company repaid the full amount of outstanding obligations under the BB&T Credit Agreement, which totaled approximately $16,000, and the BB&T Credit Documents were terminated. The Company repaid or cash collateralized, as applicable, the full amount of outstanding obligations under the PUB Credit Agreement, which totaled approximately $4,000,000, and the PUB Credit Documents were terminated.
Redemption of Notes; Satisfaction and Discharge of Indenture
On December 23, 2020, the Company caused to be issued a notice of redemption with respect to all of its outstanding 6.25% senior notes due 2022 (the “Notes”). The Company expects to redeem $95 million in aggregate principal amount of the issued and outstanding Notes on January 22, 2021 (the “Redemption Date”) at 100% of their principal amount, plus the accrued and unpaid interest thereon through, but excluding, the Redemption Date. The Company and Barings BDC deposited with U.S. Bank, National Association, the trustee for the Notes (the “Trustee”), funds from cash on hand sufficient to satisfy all obligations remaining to the Redemption Date under the Indenture, dated as of February 26, 2013 (the “Indenture”), and the Second Supplemental Indenture, dated as of November 15, 2017 (the “Second Supplemental Indenture”). On December 23, 2020, the Trustee entered into a Satisfaction and Discharge of Indenture with respect to the Indenture and the Second Supplemental Indenture as to the Notes.
This description of the Satisfaction and Discharge of Indenture is not complete and is qualified in its entirety by the actual terms of such Satisfaction and Discharge of Indenture, a copy of which is incorporated herein by reference and attached hereto as Exhibit 4.1.
The information in this Current Report on Form 8-K set forth under the Introductory Note and under Item 1.02 is incorporated by reference into this Item 2.01.
As described above, the Merger closed on December 23, 2020. In accordance with the terms of the Merger Agreement, at the Effective Time, each share of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by a subsidiary of the Company or held, directly or indirectly, by Barings BDC or Acquisition Sub) was converted into the right to receive (i) an amount in cash from Barings, without interest, equal to $0.39492, and (ii) 0.9790836 shares of Barings BDC common stock, par value $0.001 per share (the “Barings BDC Common Stock”), which ratio gives effect to the Euro-dollar exchange rate adjustment mechanism in the Merger Agreement, plus any cash in lieu of fractional shares. As of immediately prior to the Effective Time, there were 47,961,753 shares of Barings BDC Common Stock issued and outstanding and 17,725,118 shares of Company Common Stock issued and outstanding.
The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed by the Company as Exhibit 2.1 to its Current Report on Form 8-K filed on August 11, 2020 and is incorporated herein by reference.
In connection with the closing of the transactions contemplated by the Merger Agreement, on December 23, 2020, the Company notified the New York Stock Exchange (“NYSE”) of the consummation of Merger and requested that NYSE file with the U.S. Securities and Exchange Commission a Form 25 Notification of Removal of Listing and/or Registration to delist the shares of the Company Common Stock and the Notes under Section 12(b) of the Securities Exchange Act of 1934, as amended. As a result, trading of shares of the Company Common Stock and the Notes on NYSE was suspended after the closing of trading on December 23, 2020. The information contained in Item 2.01 is incorporated herein by reference.
The information contained in Items 2.01 and 3.01 is incorporated herein by reference.
As a result of the First Step, a change in control of the Company occurred. The information contained in Item 2.01 is incorporated herein by reference.
to the Merger Agreement, as of the Effective Time, (i) each of the officers and directors of the Company ceased to be officers and directors of the Company and (ii) the officers and directors of Acquisition Sub, each as of immediately prior to the Effective Time, became the directors and officers of the Company.
to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company was amended and restated and the bylaws of Acquisition Sub, as in effect immediately prior to the Effective Time, became the bylaws of the Company (as the Surviving Corporation). The certificate of incorporation and bylaws of the Company (as the Surviving Corporation), each as in effect immediately following the Effective Time, are filed herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
On December 23, 2020, the Company held a special meeting of stockholders (the “Special Meeting”), where the Company’s stockholders approved two proposals. The issued and outstanding shares of Company Common Stock entitled to vote at the Special Meeting consisted of 17,725,118 shares outstanding on the record date, October 29, 2020. The final voting results from the Special Meeting were as follows:
Proposal 1:
To adopt the Merger Agreement.
Proposal 2:
To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies, in the event that there were insufficient votes at the time of the Special Meeting to approve Proposal 1.
MVC CAPITAL, INC. Exhibit
EX-3.1 2 brhc10018290_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MVC CAPITAL,…
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EX-3.1 2 brhc10018290_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MVC CAPITAL,…
To view the full exhibit click
here
About MVC Capital, Inc. (NYSE:MVC)
MVC Capital, Inc. (MVC Capital) is a non-diversified closed-end management investment company. MVC Financial Services, Inc. (MVCFS), a subsidiary of the Company, provides services to the Company and its portfolio companies. The Company’s segments include MVC and MVCFS. The Company’s segments are its investing operations as a business development company, MVC Capital, which includes MVC Cayman and MVC Turf, LLC (MVC Turf), and MVCFS provides advisory, administrative and other services. The Company’s investment objective is to seek to maximize total return from capital appreciation and/or income, though its focus is on yield generating investments. The Company provides equity and debt investment capital to fund growth, acquisitions and recapitalizations of small and middle-market companies in a range of industries located in the United States. The Company is externally managed by The Tokarz Group Advisers LLC (TTG Advisers).
