CAPITAL SOUTHWEST CORP

Current report

We may not have the ability to raise the funds necessary to settle conversions of the 2029 Convertible Notes in cash or to repurchase the 2029 Convertible Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the 2029 Convertible Notes.

Current report

Holders of the 2029 Convertible Notes will have the right to require us to repurchase all or any portion of their 2029 Convertible Notes upon the occurrence of a fundamental change at a fundamental change repurchase price equal to 100% of the principal amount of the 2029 Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, upon conversion of the 2029 Convertible Notes, unless we elect to deliver solely shares of our common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the 2029 Convertible Notes being converted. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of 2029 Convertible Notes surrendered therefor or pay cash with respect to 2029 Convertible Notes being converted. In addition, our ability to repurchase the 2029 Convertible Notes or to pay cash upon conversions of the 2029 Convertible Notes may be limited by law, by regulatory authority or by agreements governing our future indebtedness. Our failure to repurchase 2029 Convertible Notes at a time when the repurchase is required by the indenture governing the 2029 Convertible Notes or to pay any cash payable on future conversions of the 2029 Convertible Notes as required by the indenture governing the 2029 Convertible Notes would constitute a default under the indenture governing the 2029 Convertible Notes. A default under the indenture governing the 2029 Convertible Notes or the fundamental change itself could also lead to a default under agreements governing our future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the 2029 Convertible Notes or make cash payments upon conversions thereof.

Current report

The Corporate Credit Facility may limit our ability to pay any cash amount upon the conversion or repayment of the 2029 Convertible Notes.

Current report

The Corporate Credit Facility may limit our ability to make cash payments on the conversion or repayment of the 2029 Convertible Notes if an event of default exists under the Corporate Credit Facility or if, after giving effect to such conversion or repayment (and any additional indebtedness incurred in connection with such conversion or a repayment), we would not be in pro forma compliance with our financial covenants under the Corporate Credit Facility. Any new credit facility that we may enter into may have similar restrictions. Our failure to make cash payments upon the conversion or repayment of the 2029 Convertible Notes as required under the terms of the 2029 Convertible Notes would permit holders of the 2029 Convertible Notes to accelerate our obligations under the 2029 Convertible Notes.

Current report

Redemption may adversely affect the return on the 2029 Convertible Notes.

Current report

We may not redeem the 2029 Convertible Notes prior to November 20, 2027. We may redeem for cash all or any portion of the 2029 Convertible Notes (subject to a partial redemption limitation), at our option, on a redemption date on or after November 20, 2027 and on or before the 45th scheduled trading day immediately prior to the maturity date if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the 2029 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. As a result, we may choose to redeem some or all of the 2029 Convertible Notes, including at times when prevailing interest rates are relatively low. Despite the partial redemption limitation, a redemption of less than all of the outstanding 2029 Convertible Notes will likely harm the liquidity of the market for the unredeemed 2029 Convertible Notes following the redemption.

Current report

Conversion of the 2029 Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock.

Current report

The conversion of some or all of the 2029 Convertible Notes may dilute the ownership interests of our stockholders. Upon conversion of the 2029 Convertible Notes, we have the option to pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock. If we elect to settle our conversion obligation in shares of our common stock or a combination of cash and shares of our common stock, any sales in the public market of our common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of the 2029 Convertible Notes may encourage short selling by market participants because the conversion of the 2029 Convertible Notes could be used to satisfy short positions, or anticipated conversion of the 2029 Convertible Notes into shares of our common stock could depress the price of our common stock.