(1) | Financial Statements |
Unaudited Financial Statements | Page | |
Consolidated Statements of Assets and Liabilities as of June 30, 2018 (Unaudited) and March 31, 2018 | F-2 | |
Consolidated Statements of Operations (Unaudited) for the three months ended June 30, 2018 and 2017 | F-3 | |
Consolidated Statements of Changes in Net Assets (Unaudited) for the three months ended June 30, 2018 and 2017 | F-4 | |
Consolidated Statements of Cash Flows (Unaudited) for the three months ended June 30, 2018 and 2017 | F-5 | |
Consolidated Schedule of Investments as of June 30, 2018 (Unaudited) and March 31, 2018 | F-6 | |
Notes to Consolidated Financial Statements (Unaudited) | F-17 | |
Consolidated Schedule of Investments in and Advances to Affiliates (Unaudited) for the three months ended June 30, 2018 | F-52 | |
Audited Financial Statements | Page | |
Reports of Independent Registered Public Accounting Firm | F-54 | |
Consolidated Statements of Assets and Liabilities as of March 31, 2018 and 2017 | F-57 | |
Consolidated Statements of Operations for Years Ended March 31, 2018, 2017 and 2016 | F-58 | |
Consolidated Statements of Changes in Net Assets for Years Ended March 31, 2018, 2017 and 2016 | F-59 | |
Consolidated Statements of Cash Flows for Years Ended March 31, 2018, 2017 and 2016 | F-60 | |
Consolidated Schedules of Investments as of March 31, 2018 and 2017 | F-61 | |
Notes to Consolidated Financial Statements | F-69 | |
Schedule of Investments in and Advances to Affiliates | F-111 | |
INDEX TO OTHER FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES | ||
I-45 SLF LLC | Page | |
Independent Auditor’s Report | SF-1 | |
Consolidated Statements of Assets, Liabilities and Members’ Equity as of March 31, 2018 and 2017 | SF-2 | |
Consolidated Schedule of Investments as of March 31, 2018 and 2017 | SF-3 | |
Consolidated Statements of Operations for the year ended March 31, 2018 and 2017 and for the period from September 3, 2015 (date of incorporation) to March 31, 2016 | SF-7 | |
Consolidated Statements of Changes in Member’s Equity for the year ended March 31, 2018 and 2017 and for the period from September 3, 2015 (date of incorporation) to March 31, 2016 | SF-8 | |
Consolidated Statements of Cash Flows for the year ended March 31, 2018 and 2017 and for the period from September 3, 2015 (date of incorporation) to March 31, 2016 | SF-9 | |
Notes to Consolidated Financial Statements | SF-10 | |
Media Recovery, Inc. | Page | |
Report of Independent Auditors | SF-19 | |
Consolidated Balance Sheets as of September 30, 2017 and 2016 | SF-21 | |
Consolidated Statements of Operations and Comprehensive Income (Loss) for Years Ended September 30, 2017, 2016 and 2015 | SF-22 | |
Consolidated Statements of Stockholders’ Equity for Years Ended September 30, 2017, 2016 and 2015 | SF-23 | |
Consolidated Statements of Cash Flows for Years Ended September 30, 2017, 2016 and 2015 | SF-24 | |
Notes to Consolidated Financial Statements | SF-25 | |
TitanLiner, Inc. | Page | |
Independent Auditor’s Report | SF-36 | |
Balance Sheets as of December 31, 2017 and 2016 | SF-37 | |
Statements of Operations for years ended December 31, 2017, 2016, and 2015 | SF-38 | |
Statements of Changes in Stockholders’ Equity for years ended December 31, 2017, 2016, and 2015 | SF-39 | |
Statements of Cash Flows for years ended December 31, 2017, 2016, and 2015 | SF-40 | |
Notes to Financial Statements | SF-41 |
(c) | Not Applicable. | |
(f) | Not applicable. | |
(g) | Not Applicable. | |
(h)(1) | Form of Underwriting Agreement for equity securities*** | |
(h)(2) | Form of Underwriting Agreement for debt securities*** | |
(m) | Not Applicable. | |
(o) | Not Applicable. | |
(p) | Not Applicable. | |
(q) | Not Applicable. | |
* | Filed herewith. |
** | Previously filed as an exhibit to this Registration Statement. |
*** | To be filed by post-effective amendment, if applicable. |
SEC registration fee | $ | 57,950 | ||||
Nasdaq additional listing fee | 65,000 | * | ||||
FINRA filing fee | 75,500 | |||||
Accounting fees and expenses | 85,000 | * | ||||
Legal fees and expenses | 200,000 | * | ||||
Printing and engraving | 45,000 | * | ||||
Miscellaneous fees and expenses | 16,550 | * | ||||
Total | $ | 545,000 | * |
* | Estimated for filing purposes. |
• | Capital Southwest Management Corporation, a Nevada corporation and wholly-owned subsidiary of the Registrant |
• | Capital Southwest Equity Investments, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant |
Title of Class | Number of Record Holders | |
Common Stock, $0.25 par value | 445 |
1. | We hereby undertake to suspend any offering of shares until the prospectus is amended if: (1) subsequent to the effective date of this registration statement, our net asset value declines more than ten percent from our net asset value as of the effective date of this registration statement or (2) our net asset value increases to an amount greater than our net proceeds as stated in the prospectus. |
2. | Not applicable. |
3. | Not applicable. |
4. | We hereby undertake: |
a. | to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement: |
(1) | to include any prospectus required by Section 10(a)(3) of the 1933 Act; |
(2) | to reflect in the prospectus or prospectus supplement any facts or events after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and |
(3) | to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement. |
b. | that, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof. |
c. | to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
d. | that, for the purpose of determining liability under the 1933 Act to any purchaser, if we are subject to Rule 430C under the 1933 Act, each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the 1933 Act as part of a registration statement relating to an offering shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus or prospectus supplement that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
e. | that for the purpose of determining liability of the Registrant under the 1933 Act to any purchaser in the initial distribution of securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser: |
(1) | any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 497 under the 1933 Act; |
(2) | the portion of any advertisement pursuant to Rule 482 under the 1933 Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and |
(3) | any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
5. | Not applicable. |
6. | The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery within two business days of receipt of a written or oral request, any Statement of Additional Information. |
CAPITAL SOUTHWEST CORPORATION | ||
By: | /s/ BOWEN S. DIEHL | |
Bowen S. Diehl | ||
President and Chief Executive Officer |
Signature | Title | Date | ||
/s/ BOWEN S. DIEHL | President and Chief Executive Officer | June 5, 2019 | ||
Bowen S. Diehl | (principal executive officer) | |||
/s/ MICHAEL S. SARNER | Chief Financial Officer, Secretary and Treasurer | June 5, 2019 | ||
Michael S. Sarner | (principal financial officer) | |||
** | Director | June 5, 2019 | ||
Christine S. Battist | ||||
* | Chairman of the Board of Directors | June 5, 2019 | ||
David R. Brooks | ||||
* | Director | June 5, 2019 | ||
Jack D. Furst | ||||
* | Director | June 5, 2019 | ||
T. Duane Morgan | ||||
* | Director | June 5, 2019 | ||
William R. Thomas III | ||||
* | Director | June 5, 2019 | ||
John H. Wilson |
*By: | /s/ Michael S. Sarner | |
Michael S. Sarner | ||
Attorney-in-fact | ||
* | Signed by Michael S. Sarner pursuant to a power of attorney signed by each individual and filed with this Registration Statement on September 8, 2017. |
**By: | /s/ Michael S. Sarner | |
Michael S. Sarner | ||
Attorney-in-fact | ||
** | Signed by Michael S. Sarner pursuant to a power of attorney signed by Christine S. Battist and filed with this Registration Statement on September 7, 2018. |