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): May 13, 2013
Main Street Capital Corporation
(Exact name of registrant as specified in its charter)
Maryland |
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001-33723 |
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41-2230745 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
1300 Post Oak Boulevard, Suite 800, Houston, Texas |
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77056 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On May 13, 2013, the Registrant issued a press release. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information disclosed under Item 8.01, including Exhibit 99.1 hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release dated May 13, 2013
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.
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Main Street Capital Corporation | |||
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Date: May 13, 2013 |
By: |
/s/ Dwayne L. Hyzak | ||
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Name: |
Dwayne L. Hyzak | |
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Title: |
Chief Financial Officer | |
Exhibit Index
Exhibit No. |
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Description |
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99.1 |
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Press release dated May 13, 2013 |
Exhibit 99.1
NEWS RELEASE | |
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Contacts: Main Street Capital Corporation Dwayne L. Hyzak, CFO and Senior Managing Director dhyzak@mainstcapital.com 713-350-6000
Dennard · Lascar Associates, LLC Ken Dennard | ken@dennardlascar.com Ben Burnham | ben@dennardlascar.com 773-599-3745 |
Main Street Announces Semi-Annual
Special Cash Dividend Payable in July 2013
Special Cash Dividend of $0.20 per Share is in Addition to Regular Monthly
Dividends of $0.155 per Share for each of July, August and September 2013
HOUSTON, May 13, 2013 Main Street Capital Corporation (NYSE: MAIN) (Main Street) announced today that its Board of Directors declared its semi-annual special cash dividend of $0.20 per share payable in July 2013. This special dividend, Main Streets second special dividend in 2013, is in addition to the previously announced regular monthly cash dividends that Main Street has declared for the third quarter of 2013 of $0.155 per share for each of July, August and September 2013.
Vincent D. Foster, Main Streets Chairman, President and Chief Executive Officer, stated, As discussed on our first quarter earnings call last week, we have decided to begin paying our special dividends on a semi-annual basis, rather than an annual basis, beginning with the special dividend we are announcing today. This has the effect of reducing the federal excise tax applicable to our spillover income. Based on our estimated spillover income of approximately $44 million, or approximately $1.26 per share, at the end of the first quarter, and assuming we are able to maintain our current level of financial and operating performance, we should be postured to recommend a similar special dividend to our Board that would be payable in January 2014. This special dividend is the result of our continued success to date and reflects the positive views our Board and management team have in our ability to continue to provide sustainable long-term value to our shareholders.
This special dividend, which will be payable as set forth in the table below, will be paid out of Main Streets undistributed taxable income (spillover income, or taxable income in excess of
dividends paid) as of June 30, 2013. Main Street estimates that this special dividend represents a payout of roughly one-sixth of Main Streets estimated spillover income as of March 31, 2013.
Special Cash Dividend Payable in July 2013
Declared |
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Ex-Dividend Date |
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Record Date |
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Payment Date |
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Amount Per Share |
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5/13/2013 |
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7/18/2013 |
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7/22/2013 |
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7/26/2013 |
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$ |
0.20 |
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When declaring dividends, the Main Street Board of Directors reviews estimates of taxable income available for distribution, which differs from consolidated net income under generally accepted accounting principles due to (i) changes in unrealized appreciation and depreciation, (ii) temporary and permanent differences in income and expense recognition, (iii) activity at our taxable subsidiaries, and (iv) the amount of spillover income carried over from a given year for distribution in the following year. The final determination of 2013 taxable income, as well as the tax attributes for 2013 dividends, will be made after the close of the 2013 tax year. The final tax attributes for 2013 dividends are currently expected to include ordinary taxable income, capital gains and qualified dividends.
Main Street maintains a dividend reinvestment plan (DRIP) that provides for the reinvestment of dividends on behalf of its stockholders, unless a stockholder has elected to receive dividends in cash. As a result, if Main Street declares a dividend, our stockholders who have not opted out of the DRIP by the dividend record date will have their dividend automatically reinvested into additional shares of our common stock. Main Street has the option to satisfy the share requirements of the DRIP through the issuance of new shares of common stock or through open market purchases of common stock by the DRIP plan administrator. Newly-issued shares will be valued based upon the final closing price of Main Streets common stock on a specified valuation date for each dividend as determined by Main Streets Board of Directors. Shares purchased in the open market to satisfy the DRIP requirements will be valued based upon the average price of the applicable shares purchased by the DRIP plan administrator, before any associated brokerage or other costs, which are borne by Main Street.
ABOUT MAIN STREET CAPITAL CORPORATION
Main Street (www.mainstcapital.com) is a principal investment firm that provides long-term debt and equity capital to lower middle market companies and debt capital to middle market
companies. Main Streets 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 portfolio. Main Streets lower middle market companies generally have annual revenues between $10 million and $150 million. Main Streets middle market debt investments are made in businesses that are generally larger in size than its lower middle market portfolio companies.
Main Streets common stock trades on the New York Stock Exchange (NYSE) under the symbol MAIN. In addition, Main Street has outstanding 6.125% Senior Notes due 2023, which trade on the NYSE under the symbol MSCA.
FORWARD-LOOKING STATEMENTS
This press release may contain certain forward-looking statements, including but not limited to the amount of spillover income, the declaration and payment of regular and special dividends in the future and the potential tax attributes for 2013 dividends. 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 Streets 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. Such statements speak only as of the time when made, and Main Street undertakes no obligation to update any such statements now or in the future.
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