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Filed pursuant to Rule 497(a)
File No. 333-232492
Rule 482ad
Capital Southwest Corporation Prices Public Offering of $100 million
3.375% Notes due 2026
DALLAS, August 24, 2021 - Capital Southwest Corporation (NASDAQ: CSWC) (“Capital Southwest”, “we”, “us” and “our”) is pleased to announce that it has priced an underwritten public offering of $100 million in aggregate principal amount of 3.375% notes due 2026 (the “Notes”). The Notes will bear interest at a rate of 3.375% per year, payable semi-annually, will mature on October 1, 2026 and may be redeemed in whole or in part at Capital Southwest’s option at any time prior to July 1, 2026, at par plus a “make-whole” premium, and thereafter at par. The Notes will be issued at a price of 99.418% of the aggregate principal amount of the Notes, resulting in a yield-to-maturity of 3.5%. The offering is subject to customary closing conditions and is expected to close on August 27, 2021.
Capital Southwest intends to use the net proceeds from this offering and borrow under its senior secured revolving credit facility to redeem all of its outstanding 5.375% notes due 2024 (the “2024 Notes”). As of August 23, 2021, Capital Southwest had $125.0 million in aggregate principal amount of indebtedness outstanding under the 2024 Notes.
Raymond James & Associates, Inc. is acting as sole book-running manager for this offering. Hovde Group, LLC, B. Riley Securities, Inc., ING Financial Markets LLC and JMP Securities LLC are acting as co-managers for this offering.
Michael Sarner, Chief Financial Officer, commented, “We are pleased with our execution in raising $100 million in long-term unsecured capital. This transaction allows us to redeem the outstanding 2024 Notes, reducing our cost of debt by 2%. We expect that, on an adjusted basis reflecting the issuance of the 2026 Notes, our quarterly interest expense will be reduced by approximately $0.02 per share, which will be beneficial to shareholders in future quarters. Additionally, this capital raise and redemption pushes out our next debt maturity to 2026, providing significant capital flexibility going forward.”
Investors should carefully consider, among other things, Capital Southwest’s investment objective and strategies and the risks related to Capital Southwest and the offering before investing. The pricing term sheet dated August 24, 2021, the preliminary prospectus supplement dated August 24, 2021, and the accompanying prospectus dated August 15, 2019, each of which has been filed with the Securities and Exchange Commission (the “SEC”), contain this and other information about Capital Southwest and should be read carefully before investing.
A shelf registration statement relating to these securities is on file with, and has been declared effective by, the SEC. The offering may be made only by means of a preliminary prospectus supplement and an accompanying prospectus, copies of which may be obtained, when available, for free by visiting the SEC’s website at www.sec.gov or from Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Florida 33716, by email: prospectus@raymondjames.com or by calling: 1-800-248-8863.
The information in the pricing term sheet, the preliminary prospectus supplement, the accompanying prospectus and this press release is not complete and may be changed. The pricing term sheet, the preliminary prospectus supplement, the accompanying prospectus and this press release do not constitute offers to sell or the solicitation of offers to buy, nor will there be any sale of the Notes referred to in this press release, in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction.
ABOUT CAPITAL SOUTHWEST
Capital Southwest Corporation is a Dallas, Texas-based, internally managed business development company, with approximately $338 million in net assets as of June 30, 2021. Capital Southwest is a middle-market lending firm focused on supporting the acquisition and growth of middle market businesses and makes investments ranging from $5 to $25 million in securities across the capital structure, including first lien, second lien, 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 may contain certain forward-looking statements within the meaning of the federal securities laws, including statements with regard to Capital Southwest’s notes offering, the expected net proceeds from the offering, the anticipated use of the net proceeds of the offering, and the expected impact of this offering on our financial results. These statements are often, but not always, made through the use of word or phrases such as “will,” “may,” “could,” “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 identified in Capital Southwest’s filings with the SEC and risks related to, among other things: changes in the markets in which Capital Southwest invests; changes in the financial, capital, and lending markets; regulatory changes; tax treatment and general economic and business conditions; uncertainties associated with the impact from the COVID-19 pandemic, including its impact on the global and U.S. capital markets and the global and U.S. economy, the length and duration of the COVID-19 outbreak in the United States as well as worldwide and the magnitude of the economic impact of that outbreak; and the effect of the COVID-19 pandemic on our business prospects and the operational and financial performance of our portfolio companies, including our ability and their ability to achieve our respective objectives, and the effects of the disruptions caused by the COVID-19 pandemic on our ability to continue to effectively manage our business. Readers should not place undue reliance on any forward-looking statements and are encouraged to review the preliminary prospectus supplement, the accompanying prospectus and Capital Southwest’s other SEC filings 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.
CONTACT:
Michael S. Sarner, Chief Financial Officer
msarner@capitalsouthwest.com
214-884-3829