DALLAS (September 8, 2015) – Capital Southwest Corporation (NASDAQ: CSWC) (“Capital Southwest”) announced today that its Board of Directors has approved the spin-off of its industrial products, coatings, sealants and adhesives and specialty chemicals businesses into CSW Industrials, Inc. (“CSWI”).
The Capital Southwest Board of Directors has approved the distribution of all of the outstanding shares of CSWI common stock to Capital Southwest’s shareholders on a pro rata basis. The distribution will be made to Capital Southwest shareholders of record as of 5:00 p.m. Eastern time on September 18, 2015 (the “Record Date”). The shares will be distributed effective September 30, 2015.
In the distribution, shareholders of Capital Southwest will receive one share of CSWI common stock for every share of Capital Southwest common stock held as of the Record Date.
Following the share distribution, CSWI will be a separate publicly traded company independent from Capital Southwest, and Capital Southwest will not retain any CSWI common stock. Capital Southwest’s common stock will continue to be listed on NASDAQ under the symbol “CSWC.” CSWI’s common stock will be listed on NASDAQ under the symbol “CSWI.”
As previously announced, following the spin-off, Joseph B. Armes, Capital Southwest’s current Chairman and Chief Executive Officer, will continue to serve as Capital Southwest’s Chairman and will serve as CSWI’s Chairman and Chief Executive Officer, and Bowen S. Diehl, Capital Southwest’s Senior Vice President and Chief Investment Officer, will serve as Capital Southwest’s Chief Executive Officer.
Beginning on or shortly before September 18, 2015 through September 30, 2015, there will be two markets in Capital Southwest shares:
- a “regular-way” market in which Capital Southwest shares will trade with the right to receive shares of CSWI common stock on the distribution date; and
- an “ex-distribution” market in which Capital Southwest shares will trade without the right to receive shares of CSWI common stock on the distribution date.
During this time period, shares of CSWI common stock will begin trading on a “when-issued” basis. On the first trading day following the distribution date, all shares of Capital Southwest and CSWI common stock will be traded only on a “regular-way” market.
No action is required by Capital Southwest shareholders in order to receive shares of CSWI common stock in the distribution. An information statement containing details of the share distribution and information about CSWI will be mailed to Capital Southwest shareholders prior to the distribution date.
The share distribution is conditioned on CSWI’s registration statement being declared effective by the SEC, NASDAQ’s authorization to list CSWI’s shares on NASDAQ and other conditions described in the registration statement.
The share distribution is also conditioned on Capital Southwest’s receipt of an opinion from a nationally recognized accounting firm that the share distribution should meet the requirements necessary to be tax free to Capital Southwest and holders of Capital Southwest’s common stock under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code, except, in the case of Capital Southwest’s shareholders, with respect to any cash received in lieu of fractional shares of CSWI’s common stock. Capital Southwest shareholders are urged to consult their own tax advisors as to the specific tax consequences of the share distribution to them, including the application and effect of state, local or non-U.S. tax laws and of changes in applicable tax laws.