UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 14, 2015
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MCG Capital Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware | | 0-33377 | | 54-1889518 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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1001 19th Street North, 10th Floor, Arlington, VA | | 22209 |
(Address of Principal Executive Offices) | | (Zip Code) |
(703) 247-7500
(Registrant’s telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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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 (see General Instruction A.2. below):
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 14, 2015, MCG Capital Corporation (“MCG”) held a special meeting of stockholders (the “Special Meeting”) in order to consider certain proposals related to the Agreement and Plan of Merger, dated as of April 28, 2015, by and among MCG, PennantPark Floating Rate Capital Ltd., PFLT Panama, LLC and PFLT Funding II, LLC and, for limited purposes, PennantPark Investment Advisers, LLC (the “Merger Agreement”).
At the close of business on July 13, 2015, the record date for the determination of stockholders entitled to vote at the Special Meeting, there were 37,073,602 shares of MCG common stock, par value $0.01 per share (“Common Stock”), outstanding and entitled to vote on the proposals presented at the Special Meeting. At the Special Meeting, a total of 24,758,926 shares of Common Stock, representing approximately 66.8% of the outstanding shares entitled to vote, were represented in person or by proxy, constituting a quorum.
The results of the voting on each proposal presented at the Special Meeting, each of which was approved by the requisite vote of MCG’s stockholders, are set forth below.
1. The proposal to approve the merger of PFLT Panama, LLC with and into MCG, followed immediately and as a single integrated transaction by the merger of MCG with and into PFLT Funding II, LLC, and to approve the Merger Agreement.
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For | Against | Abstain | Broker Non-Votes |
23,209,276 | 1,243,787 | 305,861 | 0 |
2. The proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies, if there are not sufficient votes at the time of the Special Meeting to approve the foregoing proposal.
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For | Against | Abstain | Broker Non-Votes |
22,884,067 | 1,341,993 | 532,866 | 0 |
Item 8.01. Other Events.
On August 14, 2015, MCG and PennantPark Floating Rate Capital Ltd. issued a joint press release announcing the results of their respective stockholder meetings to approve matters related to the Merger Agreement. The text of the press release is included as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
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Exhibit No. | | Description |
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99.1 | | Press release dated August 14, 2015 |
SIGNATURE
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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| | | | | MCG CAPITAL CORPORATION |
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Date: | August 14, 2015 | | By: | | /s/ Beverly Jane Alley |
| | | | | Beverly Jane Alley |
| | | | | Chief Financial Officer |
Stockholders of PennantPark Floating Rate Capital Ltd. and MCG Capital Corporation Overwhelmingly Approve Merger Transaction
Transaction Expected to Close Promptly
ARLINGTON, VA and NEW YORK - August 14, 2015 - PennantPark Floating Rate Capital Ltd. (NASDAQ: PFLT) and MCG Capital Corporation (NASDAQ: MCGC) announced that at their respective special meetings held today, stockholders of each company overwhelmingly voted to approve the proposals related to the previously announced merger agreement dated April 28, 2015 among MCG, PFLT, two of PFLT’s wholly-owned subsidiaries and PFLT’s investment adviser.
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• | PFLT’s stockholders approved the issuance of PFLT common stock in connection with the merger agreement, with approximately 89% of the shares voted at the special meeting voting in favor of the proposal. |
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• | MCG’s stockholders approved the merger agreement and the merger, with more than 90% of the shares voted at the special meeting voting in favor of the proposal. |
The merger is expected to close on or about August 18, 2015.
Keefe, Bruyette & Woods, Inc. and SunTrust Robinson Humphrey, Inc. are serving as financial advisers to PFLT, Dechert LLP and Venable LLP are serving as legal counsel to PFLT. Morgan Stanley is serving as financial adviser to MCGC, Wachtell, Lipton, Rosen & Katz is serving as legal counsel to MCGC and Sutherland Asbill & Brennan LLP is serving as legal counsel to MCGC with respect to the Investment Company Act of 1940.
ABOUT PENNANTPARK FLOATING RATE CAPITAL LTD.
PennantPark Floating Rate Capital Ltd. is a business development company which primarily invests in U.S. middle-market private companies in the form of floating rate senior secured loans. From time to time, PennantPark Floating Rate Capital Ltd. may also invest in mezzanine debt and equity investments. PennantPark Floating Rate Capital Ltd. is managed by PennantPark Investment Advisers, LLC.
ABOUT MCG CAPITAL CORPORATION
MCG Capital Corporation is a solutions-focused commercial finance company providing capital and advisory services to lower middle-market companies throughout the United States. Its investment objective is to achieve attractive returns by generating current income and capital gains on its investments. Its capital is generally used by its portfolio companies to finance acquisitions, recapitalizations, buyouts, organic growth, working capital and other general corporate purpose.
FORWARD-LOOKING STATEMENTS
This press release may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this press release are forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ
materially from those in the forward-looking statements as a result of a number of factors, including the satisfaction of customary closing conditions to the merger and other factors described from time to time in filings with the Securities and Exchange Commission (the “SEC”). Neither PFLT nor MCG undertakes any duty to update any forward-looking statement made herein. You should not place undue influence on such forward-looking statements as such statements speak only as of the date on which they are made.
CONTACTS:
Aviv Efrat
PennantPark Floating Rate Capital Ltd.
(212) 905-1000
www.pennantpark.com
Scott Walker
MCG Capital Corporation
(703) 247-7559
swalker@MCGCapital.com
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