Capital Southwest Corporation
CAPITAL SOUTHWEST CORP (Form: 8-K, Received: 09/27/2017 16:13:04)









Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of report (Date of earliest event reported):  September 27, 2017



(Exact Name Of Registrant As Specified In Charter)








(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)


5400 Lyndon B. Johnson Freeway, Suite 1300

Dallas, Texas 75240

(Address of Principal Executive Offices) (Zip Code)


Registrant’s telephone number, including area code: (214) 238-5700



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):






Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)







Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)







Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))




Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).




Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 7.01   Regulation FD Disclosure.


On September 27, 2017, Capital Southwest Corporation (the “Company”) issued a press release announcing that it supported the recent acquisition of Zenfolio Inc. by Centre Lane Partners with a first lien term loan and revolving credit facility.


The information furnished in this Current Report on Form 8-K under Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, except as shall be expressly set forth by reference in a future filing.



Item 9.01  Financial Statements and Exhibits


(d)          Exhibits





Exhibit No.





Press release issued by Capital Southwest Corporation on September 27, 2017.






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: September 27, 2017







 /s/ Bowen S. Diehl



Name: Bowen S. Diehl



Title:   Chief Executive Officer and President





Ugust 8



Exhibit No.





Press release issued by Capital Southwest Corporation on September 27, 2017.


Exhibit 99.1



Lincoln Centre Tower I

5400 Lyndon B. Johnson Freeway, Suite 1300

Dallas, Texas 75240

T 214.238.5700

F 214.238.5701


Capital Southwest Supports Centre Lane Partners’ Acquisition of Zenfolio


Dallas, Texas – September 27, 2017 – Capital Southwest Corporation (“Capital Southwest”; Nasdaq: CSWC) announced today that it supported the recent acquisition of Zenfolio Inc. (“Zenfolio”) by Centre Lane Partners (“Centre Lane”) with a first lien term loan and a revolving credit facility.  Capital Southwest serves as the sole administrative agent on the credit facility and made an equity co-investment in the transaction. Eagle Hill Advisors was a co-investor in the term loan.


"We are pleased to have the opportunity to partner with Centre Lane on the acquisition of Zenfolio" said Josh Weinstein, Managing Director of Capital Southwest.  “We think Zenfolio offers a unique solution to professional photographers and believe Centre Lane is the right partner for the company as it transitions to a standalone business from”


Zenfolio, headquartered in Menlo Park, California, is a software platform for professional and amateur photographers to showcase, manage and monetize their work with a comprehensive feature set, including a suite of marketing tools that saves time, increases efficiency and allows them to focus on photography.


About Capital Southwest

Capital Southwest Corporation (Nasdaq: CSWC) is a Dallas, Texas-based, Internally Managed Business Development Company which has net assets of approximately $287 million as of June 30, 2017.  Capital Southwest is a middle-market lending firm focused on supporting the acquisition and growth of middle market businesses.  Capital Southwest makes investments ranging from $5 to $20 million in securities across the capital structure, including first lien, unitranche, second lien, subordinated debt and non-control equity co-investments.  As a public company with a permanent capital base, Capital Southwest has the flexibility to be creative in its financing solutions and to invest to support the growth of its portfolio companies over long periods of time.

Forward-Looking Statements

This press release contains historical information and forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 with respect to the business and investments of Capital Southwest. Forward-looking statements are statements that are not historical statements and can often be identified by words such as "will," "believe," "expect" and similar expressions and variations or negatives of these words. These statements are based on management's current expectations, assumptions and beliefs. They are not guarantees of future results and are subject to numerous risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statement. These risks include risks related to changes in the markets in which Capital Southwest invests, changes in the financial and lending markets, regulatory changes, tax treatment and general economic and business conditions.



Readers should not place undue reliance on any forward-looking statements and are encouraged to review Capital Southwest's Annual Report on Form 10-K for the year ended March 31, 2017 and subsequent filings with the Securities and Exchange Commission for a more complete discussion of the risks and other factors that could affect any forward-looking statements. Except as required by the federal securities laws, Capital Southwest does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changing circumstances or any other reason after the date of this press release.



Investor Relations Contact:


Michael S. Sarner, Chief Financial Officer