Item 1.02 Termination of a Material Definitive Agreement
Amended and Restated Investment Advisory Agreement
On December 23, 2020, in connection with the consummation of the transactions
contemplated by the Merger Agreement, the Amended and Restated Investment
Advisory and Management Agreement, dated as of April 14, 2009, by and between
the Company and The Tokarz Group Advisers LLC terminated automatically.
Repayment in Full of Credit Facilities
On December 23, 2020, in connection with the consummation of the transactions
contemplated by the Merger Agreement, the Company repaid in full and terminated
(i) the Secured Revolving Credit Agreement, dated July 31, 2013 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
"BB&T Credit Agreement"), by and between the Company and Truist Bank (formerly
known as Branch Banking and Trust Company), as lender, and the other Loan
Documents (as defined in the BB&T Credit Agreement, and together with the BB&T
Credit Agreement, collectively, the "BB&T Credit Documents"), and (ii) the
Credit and Security Agreement, dated January 29, 2019 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the "PUB Credit
Agreement" and together with the BB&T Credit Agreement, the "Credit
Agreements"), by and between the Company and People's United Bank, National
Association, as agent, and the other Loan Documents (as defined in the PUB
Credit Agreement, and together with the PUB Credit Agreement, collectively, the
"PUB Credit Documents"). The Company repaid the full amount of outstanding
obligations under the BB&T Credit Agreement, which totaled approximately
$16,000, and the BB&T Credit Documents were terminated. The Company repaid or
cash collateralized, as applicable, the full amount of outstanding obligations
under the PUB Credit Agreement, which totaled approximately $4,000,000, and the
PUB Credit Documents were terminated.
Redemption of Notes; Satisfaction and Discharge of Indenture
On December 23, 2020, the Company caused to be issued a notice of redemption
with respect to all of its outstanding 6.25% senior notes due 2022 (the
"Notes"). The Company expects to redeem $95 million in aggregate principal
amount of the issued and outstanding Notes on January 22, 2021 (the "Redemption
Date") at 100% of their principal amount, plus the accrued and unpaid interest
thereon through, but excluding, the Redemption Date. The Company and Barings BDC
deposited with U.S. Bank, National Association, the trustee for the Notes (the
"Trustee"), funds from cash on hand sufficient to satisfy all obligations
remaining to the Redemption Date under the Indenture, dated as of February 26,
2013 (the "Indenture"), and the Second Supplemental Indenture, dated as of
November 15, 2017 (the "Second Supplemental Indenture"). On December 23, 2020,
the Trustee entered into a Satisfaction and Discharge of Indenture with respect
to the Indenture and the Second Supplemental Indenture as to the Notes.
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This description of the Satisfaction and Discharge of Indenture is not complete
and is qualified in its entirety by the actual terms of such Satisfaction and
. . .
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information in this Current Report on Form 8-K set forth under the
Introductory Note and under Item 1.02 is incorporated by reference into this
Item 2.01.
As described above, the Merger closed on December 23, 2020. In accordance with
the terms of the Merger Agreement, at the Effective Time, each share of common
stock, par value $0.01 per share, of the Company (the "Company Common Stock")
issued and outstanding immediately prior to the Effective Time (other than
shares of Company Common Stock issued and outstanding immediately prior to the
Effective Time that are held by a subsidiary of the Company or held, directly or
indirectly, by Barings BDC or Acquisition Sub) was converted into the right to
receive (i) an amount in cash from Barings, without interest, equal to $0.39492,
and (ii) 0.9790836 shares of Barings BDC common stock, par value $0.001 per
share (the "Barings BDC Common Stock"), which ratio gives effect to the
Euro-dollar exchange rate adjustment mechanism in the Merger Agreement, plus any
cash in lieu of fractional shares. As of immediately prior to the Effective
Time, there were 47,961,753 shares of Barings BDC Common Stock issued and
outstanding and 17,725,118 shares of Company Common Stock issued and
outstanding.
The foregoing description of the Merger Agreement is a summary only and is
qualified in its entirety by reference to the full text of the Merger Agreement,
a copy of which was filed by the Company as Exhibit 2.1 to its Current Report on
Form 8-K filed on August 11, 2020 and is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule;
Transfer of Listing.
In connection with the closing of the transactions contemplated by the Merger
Agreement, on December 23, 2020, the Company notified the New York Stock
Exchange ("NYSE") of the consummation of Merger and requested that NYSE file
with the U.S. Securities and Exchange Commission a Form 25 Notification of
Removal of Listing and/or Registration to delist the shares of the Company
Common Stock and the Notes under Section 12(b) of the Securities Exchange Act of
1934, as amended. As a result, trading of shares of the Company Common Stock and
the Notes on NYSE was suspended after the closing of trading on December 23,
2020. The information contained in Item 2.01 is incorporated herein by
reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information contained in Items 2.01 and 3.01 is incorporated herein by
reference.
Item 5.01 Changes in Control of Registrant.
As a result of the First Step, a change in control of the Company occurred. The
information contained in Item 2.01 is incorporated herein by reference.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Pursuant to the Merger Agreement, as of the Effective Time, (i) each of the
officers and directors of the Company ceased to be officers and directors of the
Company and (ii) the officers and directors of Acquisition Sub, each as of
immediately prior to the Effective Time, became the directors and officers of
the Company.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the
certificate of incorporation of the Company was amended and restated and the
bylaws of Acquisition Sub, as in effect immediately prior to the Effective Time,
became the bylaws of the Company (as the Surviving Corporation). The certificate
of incorporation and bylaws of the Company (as the Surviving Corporation), each
as in effect immediately following the Effective Time, are filed herewith as
Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 23, 2020, the Company held a special meeting of stockholders (the
"Special Meeting"), where the Company's stockholders approved two proposals. The
issued and outstanding shares of Company Common Stock entitled to vote at the
Special Meeting consisted of 17,725,118 shares outstanding on the record date,
October 29, 2020. The final voting results from the Special Meeting were as
follows:
Proposal 1:
To adopt the Merger Agreement.
For Against Abstain
12,244,964 45,453 39,742
Proposal 2:
To approve the adjournment of the Special Meeting, if necessary or appropriate,
to solicit additional proxies, in the event that there were insufficient votes
at the time of the Special Meeting to approve Proposal 1.
For Against Abstain
12,235,599 61,787 32,773
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
2.1* Agreement and Plan of Merger, dated as of August 10, 2020, by and among
Barings BDC, Inc., Mustang Acquisition Sub, Inc., MVC Capital, Inc., and
Barings LLC (Incorporated by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K filed on August 11, 2020).
* Exhibits and schedules to this Exhibit have been omitted in accordance with
Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the SEC upon
its request.
3.1 Amended and Restated Certificate of Incorporation of MVC Capital, Inc.
3.2 Ninth Amended and Restated Bylaws of MVC Capital, Inc.
4.1 Satisfaction and Discharge of Indenture, dated December 23, 2020, and
relating to the Indenture, dated as of February 26, 2013, as supplemented
by the Second Supplemental Indenture, dated as of November 15, 2017, among
the Company and U.S. Bank, National Association, relating to the 6.25%
Senior Notes due 2022.
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