UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 7, 2022
(Exact Name Of Registrant As Specified In Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(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)) | |||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
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 2.02 Results of Operations and Financial Condition.
On October 7, 2022, Capital Southwest Corporation (the “Company”) issued a press release announcing certain preliminary estimates of its financial condition and results of operations for its fiscal quarter ended September 30, 2022, as well as other information. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information disclosed herein, including Exhibit 99.1 hereto, shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall be deemed incorporated by reference into the Company’s filings made under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
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: October 7, 2022
| By: | /s/ Michael S. Sarner | |||||||
| Name: Michael S. Sarner | ||||||||
| Title: Chief Financial Officer | ||||||||
Exhibit 99.1
 | 8333 Douglas Avenue, Suite 1100 Dallas, Texas 75225 T 214.238.5700 F 214.238.5701 | |||||||
Capital Southwest Announces Preliminary Estimate of Second Quarter 2023 Operating Results and Earnings Release and Conference Call Schedule
Dallas, Texas – October 7, 2022 – Capital Southwest Corporation (“Capital Southwest,” the “Company” or “we”) (Nasdaq: CSWC), an internally managed business development company focused on providing flexible financing solutions to support the acquisition and growth of middle market businesses, is pleased to announce its preliminary operating results for the second quarter of its 2023 fiscal year (quarter ended September 30, 2022) and its second quarter 2023 earnings release and conference call schedule.
Capital Southwest’s preliminary estimate of its second quarter 2023 pre-tax net investment income is in the range of $0.52 to $0.54 per share. The preliminary estimate of its net investment income for the same period is in the range of $0.50 to $0.53 per share. Additionally, Capital Southwest’s preliminary estimate of its net asset value per share as of September 30, 2022 is in the range of $16.45 to $16.60.
Capital Southwest will release its finalized second quarter 2023 results on Monday, October 31, 2022, after the market closes. In conjunction with the release, Capital Southwest has scheduled a live webcast on Tuesday, November 1, 2022, at 11:00 a.m. Eastern time. Investors may participate in the webcast.(1)
By Webcast:
Connect to the webcast using the Investor Relations section of Capital Southwest's website at www.capitalsouthwest.com, or by going to the following web-page https://edge.media-server.com/mmc/p/gmxd6ax5. Please log in at least 10 minutes in advance to register and download any necessary software. A replay of the webcast will be available on Capital Southwest's website shortly after the call.
Live Call Participation:
Participants who want to join the call and ask a question must register using the following URL: https://register.vevent.com/register/BI9cd10387b3354e7095370651b4fef8b3. Once registered, participants will receive the dial-in numbers and a unique PIN number. When participants dial in, they will input their PIN and be placed into the call. Registration is still possible even after the event has started.
About Capital Southwest
Capital Southwest Corporation (Nasdaq: CSWC) is a Dallas, Texas-based, internally managed business development company with approximately $1.0 billion in investments at fair value as of June 30, 2022. Capital Southwest is a middle market lending firm focused on supporting the acquisition and growth of middle market businesses with $5 million to $35 million investments 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 contains forward-looking statements and provides historical information with respect to the business and investments of Capital Southwest, including, but not limited to, the preliminary estimates of its second quarter 2023 fiscal year financial information and results, which are based on current information available to Capital Southwest as of the date hereof. The preliminary estimates of the second quarter 2023 fiscal year financial information and estimated results furnished above are based on Capital Southwest management’s preliminary determinations and current expectations, and such information is inherently uncertain. The preliminary estimates may not align with Capital Southwest’s actual results of operations for the period, which will not be known until Capital Southwest completes its customary quarter-end closing, including the determination of the fair value of Capital Southwest’s portfolio investments. As a result, actual results could differ materially from the current preliminary estimates based on adjustments made during Capital Southwest’s quarter-end closing and review procedures, and Capital Southwest’s reported information in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 may differ from this information, and any such differences may be material. In addition, the information furnished above does not include all of the information regarding Capital Southwest’s financial condition and results of operations for the quarter ended September 30, 2022 that may be important to readers. As a result, readers are cautioned not to place undue reliance on the information furnished in this press release and should view this information in the context of Capital Southwest’s full second quarter 2023 results when such results are disclosed by Capital Southwest in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022. The information furnished in this press release is based on current Capital Southwest management expectations that involve substantial risks and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, such information.
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, capital, and lending markets; changes in the interest rate environment; regulatory changes; tax treatment and general economic and business conditions; our ability to operate our wholly owned subsidiary, Capital Southwest SBIC I, LP, as a small business investment company; and uncertainties associated with 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; 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 their 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 Capital Southwest's Annual Report on Form 10-K for the year ended March 31, 2022 and subsequent filings, including the "Risk Factors" sections therein, 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
214-884-3829
(1) No information contained on our website or disclosed on the November 1, 2022 conference call, including the webcast, is incorporated by reference into this press release or any of our filings with the SEC, and you should not consider that information to be part of this press release or any other such filing.