Main Street Capital CORP 8-K, filed Feb 28, 2022
Main Street Capital CORP (MAIN)
About this 8-K
Main Street Capital CORP filed this 8-K on February 28, 2022, reporting on events of February 23, 2022.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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) February 23, 2022
Main Street Capital Corporation
(Exact name of registrant as specified in its charter)
Maryland |
| 001-33723 |
| 41-2230745 |
(State or other jurisdiction |
| (Commission File Number) |
| (IRS Employer Identification No.) |
| 1300 Post Oak Boulevard, 8th Floor, Houston, Texas | 77056 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant's telephone number, including area code: 713-350-6000
Not Applicable
(Former name or former address, if changed since last report)
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:
☐ | 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 | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | MAIN | New York Stock Exchange |
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 8.01. | Other Events. |
On February 23, 2022, the board of directors (the “Board”) of Main Street Capital Corporation (the “Company”) unanimously approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act. As a result, the Company’s asset coverage requirements for senior securities will be changed from 200% to 150%, effective February 23, 2023.
The Company also intends to submit a proposal to stockholders to approve the application of the 150% minimum asset coverage requirements at the Company’s 2022 annual stockholders meeting, which is currently scheduled to take place on May 2, 2022, and will provide additional detail regarding the Company’s anticipated objectives and expectations for utilizing additional leverage in its proxy statement relating to the 2022 annual stockholders meeting. If the proposal is approved by stockholders, the Company would become subject to the 150% minimum asset coverage ratio the day after such stockholder approval, or May 3, 2022.
On February 28, 2022, the Company issued a press release. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit 99.1 | |
| |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
| Main Street Capital Corporation (Registrant) |
February 28, 2022 (Date) |
| /s/ Jason B. Beauvais Jason B. Beauvais General Counsel |
Exhibit 99.1
Contacts:
Main Street Capital Corporation
Dwayne L. Hyzak, CEO, dhyzak@mainstcapital.com
Jesse E. Morris, CFO and COO, jmorris@mainstcapital.com
713-350-6000
Dennard Lascar Investor Relations
Ken Dennard | ken@dennardlascar.com
Zach Vaughan | zvaughan@dennardlascar.com
713-529-6600
NEWS RELEASE
Main Street Receives Board Approval to Reduce Asset Coverage Ratio to 150%
Main Street Will Seek Stockholder Approval at its 2022 Annual Meeting to Begin Applying the Reduced Asset Coverage Ratio the Day After the 2022 Annual Meeting
HOUSTON, February 28, 2022 – Main Street Capital Corporation (NYSE: MAIN) (“Main Street”) is pleased to announce that it has received approval from its Board of Directors to reduce its minimum asset coverage ratio to 150% from 200%. The reduction to Main Street’s minimum asset coverage ratio is being made pursuant to Section 61(a)(2) of the Investment Company Act of 1940, which provides that such approval shall take effect on the one-year anniversary of the Board of Directors’ approval. The Board of Directors has also approved the submission of a proposal to adopt the reduced minimum asset coverage ratio at Main Street’s 2022 annual meeting of stockholders, which, if approved, would take effect the day after the meeting. Main Street will provide additional detail regarding the Company’s anticipated objectives and expectations for utilizing additional leverage in its proxy statement relating to the 2022 annual meeting of stockholders.
ABOUT MAIN STREET CAPITAL CORPORATION
Main Street (www.mainstcapital.com) is a principal investment firm that primarily provides long-term debt and equity capital to lower middle market companies and debt capital to middle market companies. Main Street’s portfolio investments are typically made to support management buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in diverse industry sectors. Main Street seeks to partner with entrepreneurs, business owners and management teams and generally provides “one stop” financing alternatives within its lower middle market investment strategy. Main Street’s lower middle market companies generally
have annual revenues between $10 million and $150 million. Main Street’s middle market debt investments are made in businesses that are generally larger in size than its lower middle market portfolio companies.
Main Street, through its wholly owned portfolio company MSC Adviser I, LLC (“MSC Adviser”), also maintains an asset management business through which it manages investments for external parties. MSC Adviser is registered as an investment adviser under the Investment Advisers Act of 1940.
FORWARD-LOOKING STATEMENTS
This press release may contain certain forward-looking statements, including but not limited to the timing of Main Street’s adoption of the reduced minimum asset coverage ratio. Any such statements other than statements of historical fact are likely to be affected by other unknowable future events and conditions, including elements of the future that are or are not under Main Street’s control, and that Main Street may or may not have considered; accordingly, such statements cannot be guarantees or assurances of any aspect of future performance. Actual performance and results could vary materially from these estimates and projections of the future as a result of a number of factors, including those described from time to time in Main Street’s filings with the Securities and Exchange Commission. Such statements speak only as of the time when made and are based on information available to Main Street as of the date hereof and are qualified in their entirety by this cautionary statement. Main Street assumes no obligation to revise or update any such statement now or in the future.
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