Capital Southwest Corp. Files 8-K for Material Definitive Agreement

TL;DR

CSWC filed an 8-K for a material definitive agreement. Big news incoming.

AI Summary

Capital Southwest Corp. announced on May 21, 2024, that it entered into a material definitive agreement. The company, incorporated in Texas with IRS number 751072796, is headquartered at 8333 Douglas Ave, Suite 1100, Dallas, TX 75225. This filing is a current report under the Securities Exchange Act of 1934.

Why It Matters

This filing indicates a significant new agreement for Capital Southwest Corp., which could impact its financial operations and strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's financial performance and stock price.

Key Numbers

• 751072796 — IRS Number (Identifies the company for tax purposes.)
• 814-00061 — Commission File Number (SEC filing identifier for the company.)

Key Players & Entities

• CAPITAL SOUTHWEST CORP (company) — Registrant
• Texas (location) — State of Incorporation
• 8333 Douglas Avenue, Suite 1100, Dallas, Texas 75225 (address) — Principal Executive Offices
• May 21, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.25 — ange on Which Registered Common Stock, $0.25 par value per share CSWC The Nasdaq Glo
• $1,000,000,000 — s to be sold through the ATM Program to $1,000,000,000 from $650,000,000 and amended the term
• $650,000,000 — the ATM Program to $1,000,000,000 from $650,000,000 and amended the term "Settlement Date"
• $1.0 billion — no obligation to, issue and sell up to $1.0 billion in aggregate amount of Shares in the AT
• $471.1 million — Fourth Amendments, up to approximately $471.1 million in aggregate amount of the Shares remai

Filing Documents

• cswc-20240521.htm (8-K) — 35KB
• cswc-esvalidityopinionequi.htm (EX-5.1) — 23KB
• cswc-ex101xformoffourthame.htm (EX-10.1) — 17KB
• cswc-ex102xformoffourthame.htm (EX-10.2) — 16KB
• 0000017313-24-000023.txt ( ) — 268KB
• cswc-20240521.xsd (EX-101.SCH) — 2KB
• cswc-20240521_def.xml (EX-101.DEF) — 16KB
• cswc-20240521_lab.xml (EX-101.LAB) — 27KB
• cswc-20240521_pre.xml (EX-101.PRE) — 16KB
• cswc-20240521_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. 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"). On May 21, 2024, the Company increased the maximum amount of Shares to be sold through the ATM Program to $1,000,000,000 from $650,000,000 and amended the term "Settlement Date" to reflect that, on or after May 28, 2024, the settlement of shares will occur on the first trading day following the date on which such sales were made. In connection therewith, on May 21, 2024, the Company entered into separate fourth amendments (the "Fourth Amendments") to (i) the third amended and restated equity distribution agreements, each dated May 26, 2021 (the "Third Amended and Restated Agreements") with each of Jefferies LLC ("Jefferies") and Raymond James & Associates, Inc. ("Raymond James"), and (ii) the amended and restated equity distribution agreements, each dated May 26, 2021 (together with the Third Amended and Restated Agreements, each as amended on each of August 3, 2021, November 2, 2021, and August 2, 2022, collectively, the "Equity Distribution Agreements") with each of Citizens JMP Securities, LLC (f/k/a JMP Securities LLC) ("Citizens JMP") and B. Riley Securities, Inc. ("B. Riley" and, together with Jefferies, Raymond James and Citizens JMP, the "Sales Agents"). The Equity Distribution Agreements with each of the Sales Agents , each as amended by the respective Fourth Amendments, are on substantially the same terms and conditions as one another. Under the Equity Distribution Agreements, each as amended by the respective Fourth Amendments, the Company may, but has no obligation to, issue and sell up to $1.0 billion in aggregate amount of Shares in the ATM Program, from time to time through Sales Agents, or to them, as principal for the

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 5.1 Opinion of Eversheds Sutherland (US) LLP 10.1 Form of Fourth Amendment, dated May 21, 2024, to Third Amended and Restated Equity Distribution Agreement, dated May 26, 2021, between Capital Southwest Corporation and each of Jefferies LLC and Raymond James & Associates, Inc., respectively 10.2 Form of Fourth Amendment, dated May 21, 2024, to Amended and Restated Equity Distribution Agreement, dated May 26, 2021, between Capital Southwest Corporation and each of Citizens JMP Securities, LLC and B. Riley Securities, Inc., respectively 23.1 Consent of Eversheds Sutherland (US) LLP (contained in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: May 21, 2024 By: /s/ Michael S. Sarner Name: Michael S. Sarner Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR