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 August 2, 2022, the Company increased the maximum amount of Shares to be sold
through the ATM Program to $650,000,000 from $250,000,000. In connection with
the upsize of the ATM Program, the Company entered into separate third
amendments (the "Third 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 and
November 2, 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 Equity
Distribution Agreements with each of the Sales Agents, each as amended by the
respective Third Amendments, are on substantially the same terms and conditions
as one another. Under the Equity Distribution Agreements, each as amended by the
respective Third Amendments, the Company may, but has no obligation to, issue
and sell up to $650.0 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. As of August 2, 2022, up to approximately $419.8 million in aggregate
amount of the Shares remained available for sale under the ATM Program.
Further details regarding the Equity Distribution Agreements, each as amended by
the respective Third Amendments, and the ATM Program are set forth in the
Company's prospectus supplement, dated November 2, 2021 (the "ATM Prospectus
Supplement"), supplement no. 1 to the ATM Prospectus Supplement, dated February
1, 2022 ("Supplement No. 1"), supplement no. 2 to the ATM Prospectus Supplement,
dated May 24, 2022 ("Supplement No. 2"), and supplement no. 3 to the ATM
Prospectus Supplement, dated August 2, 2022 ("Supplement No. 3" and together
with the ATM Prospectus Supplement, Supplement No. 1, and Supplement No. 2, and
including, in each case, any information incorporated by reference therein, the
"Prospectus"), filed by the Company with the Securities and Exchange Commission.
The foregoing description of the Third Amendments is not complete and is
qualified in its entirety by reference to the full text of the Third 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 Prospectus is attached as Exhibit 5.1 hereto.
The Shares, if any, will be issued pursuant to the Company's shelf registration
statement on Form N-2 (File No. 333-259455), the prospectus, dated October 29,
2021, contained therein, and the Prospectus, 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 Third Amendment, dated August 2, 2022, to Third Amended and
Restated Equity Distribution Agreement, dated May 26, 2021, between the
Company and each of Jefferies LLC and Raymond James & Associates, Inc.,
respectively
10.2 Form of Third Amendment, dated August 2, 2022, to Amended and Restated
Equity Distribution Agreement, dated May 26, 2021, 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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