CAPITAL SOUTHWEST CORPORATION

(CSWC)
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Delayed Nasdaq  -  05/27 04:00:00 pm EDT
22.75 USD   +0.84%
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CAPITAL SOUTHWEST CORP : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

11/02/2021 | 04:31pm EDT

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 November 2, 2021, in connection with the effectiveness of the Company's shelf
registration statement on Form N-2 (File No. 333-259455) (the "Registration
Statement"), the Company entered into separate second amendments (the "Second
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 by the First Amendments thereto
dated August 3, 2021, collectively, the "Equity Distribution Agreements"), with
each of JMP Securities LLC ("JMP") and B. Riley Securities, Inc. ("B. Riley"
and, together with Jefferies, Raymond James and JMP, the "Sales Agents"). The
Second Amendments were entered into by and between the Company and each of the
Sales Agents, severally, in order to, among other things, reflect the migration
of the ATM Program to the Registration Statement from the Company's previous
shelf registration statement on Form N-2 (File No. 333-232492). The Equity
Distribution Agreements with each of the Sales Agents, each as amended by the
respective Second Amendments, are on substantially the same terms and conditions
as one another. Under the Equity Distribution Agreements, each as amended by the
respective Second Amendments, the Company may, but has no obligation to, issue
and sell up to $250.0 million in aggregate amount of Shares in the ATM Program,
from time to time through Sales Agents, or to them, as principal for their own
account.

Further details regarding the Equity Distribution Agreements, each as amended by
the respective Second Amendments, and the ATM Program are set forth in the
Company's prospectus supplement, dated November 2, 2021 (the "ATM Prospectus
Supplement"), filed by the Company with the Securities and Exchange Commission.

The foregoing description of the Second Amendments is not complete and is
qualified in its entirety by reference to the full text of the Second
Amendments, forms of which are attached hereto as Exhibits 10.1 and 10.2 and are
incorporated herein by reference. A copy of the opinion of Eversheds Sutherland
(US) LLP relating to the legality of the issuance and sale of the Shares
pursuant to the ATM Prospectus Supplement is attached as Exhibit 5.1 hereto.

The Shares, if any, will be issued pursuant to the Registration Statement, the
prospectus, dated October 29, 2021, contained therein, and the ATM Prospectus
Supplement, as supplemented from time to time.

This Current Report on Form 8-K shall not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be any sale of
these securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other jurisdiction.


Item 9.01 Financial Statements and Exhibits

(d)     Exhibits

   Exhibit No.          Description
       5.1                Opinion of Eversheds Sutherland (US) LLP
      10.1                Form of Second Amendment, dated November 2, 2021,

to Third Amended and Restated

                        Equity Distribution Agreement between the Company 

and each of Jefferies LLC and

                        Raymond James & Associates, Inc., respectively
      10.2                Form of Second Amendment, dated November 2, 2021,

to Amended and Restated

                        Equity Distribution Agreement between the Company 

and each of JMP Securities LLC

                        and B. Riley Securities, Inc., respectively
      23.1                Consent of Eversheds Sutherland (US) LLP (contained in Exhibit 5.1)



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