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MVC > SEC Filings for MVC > Form 8-K on 3-May-2013All Recent SEC Filings

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Form 8-K for MVC CAPITAL, INC.


Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial

ITEM 1.01. Entry into a Material Definitive Agreement.

The Fund, a publicly traded business development company that makes private debt and equity investments, announced today the pricing of a registered direct offering (the "Offering") of an aggregate of approximately $33.9 million additional principal amount of its 7.25% Senior Notes due 2023 (the "Notes"). In connection with the Offering, certain of the Fund's directors, officers and certain of their affiliates entered into subscription agreements ("Subscription Agreements") with the Fund to purchase Notes. Such Subscription Agreements are for approximately $13.1 million of the approximately $33.9 million aggregate principal amount of Notes issued in the Offering. A schedule detailing the Fund's directors' and officers' purchases in the Offering is set forth below. The form of Subscription Agreement is attached hereto as Exhibit 10.1.

                                     Beneficial Ownership of
    Fund Director or Officer             Principal Amount
                                    of Notes Purchased in the
         Michael Tokarz
    (Director, Chairman and                  $300,000
       Portfolio Manager)
       Emilio Dominianni                     $200,000
     (Independent Director)
       Phillip Goldstein                   $12,500,000
     (Independent Director)
         Scott Schuenke                      $20,000
   (Chief Compliance Officer)
    Jaclyn Shapiro-Rothchild                 $30,000
 (Vice President and Secretary)

ITEM 7.01. Regulation FD Disclosure

The Notes are to be issued under an indenture and first supplemental indenture, each dated as of February 26, 2013, pursuant to which $80.5 million of notes of the same series were previously issued. The Notes will mature on January 15, 2023, and may be redeemed in whole or in part at any time or from time to time at the Company's option on or after April 15, 2016. The Notes will bear interest at a rate of 7.25% per year payable quarterly on January 15, April 15, July 15, and October 15, of each year. The closing of the transaction is subject to customary closing conditions, and the Notes are expected to be delivered on or about May 7, 2013. MVC intends to list these Notes on the New York Stock Exchange under the same trading symbol as the previously issued notes of the same series of "MVCB."

The Offering will be made under the Fund's existing shelf registration statement, previously filed with and declared effective by the Securities and Exchange Commission. MVC expects to use substantially all of the net proceeds of approximately $33.7 million for general corporate purposes, including, for example, investing in and supporting new and existing portfolio companies in accordance with our investment objective and strategy, funding distributions, funding our subsidiaries' activities and/or repurchasing our shares pursuant to the share repurchase program adopted by our Board of Directors on April 3, 2013.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
10.1 Form of Subscription Agreement.

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