Additional Solicitation. If there are not enough votes to approve any proposals,
other than the stockholder proposal, at the Meeting, stockholders who are represented may adjourn the Meeting to permit the further solicitation of proxies. The persons named as proxies will vote those proxies for such adjournment, unless marked to
be voted against any proposal for which an adjournment is sought, to permit the further solicitation of proxies.
Also, a stockholder vote
may be taken on one or more of the proposals in this Proxy Statement prior to any such adjournment if there are sufficient votes for approval of such proposal(s).
Information Regarding This Solicitation
The Companys board of directors is making this proxy solicitation. The Company will bear the expense of the solicitation of proxies for
the Meeting, which is estimated to be approximately $40,000, including the cost of preparing, printing and mailing this Proxy Statement, the accompanying Notice of Annual Meeting of Stockholders, and proxy card. If brokers, trustees, or fiduciaries
and other institutions or nominees holding shares in their names, or in the name of their nominees, which are beneficially owned by others, forward the proxy materials to, and obtain proxies from, such beneficial owners, the Company will reimburse
such persons for their reasonable expenses in so doing. In addition, the Company will indemnify them against any losses arising out of that firms proxy soliciting services on the Companys behalf.
In addition to the solicitation of proxies by the use of the mail, proxies may be solicited in person and/or by telephone or facsimile
transmission by directors, officers or employees of the Company and/or officers or employees of Mount Logan Management, LLC (Mount Logan, Investment Adviser or the Adviser), the Companys investment adviser.
Mount Logan and BC Partners Management LLC (the Administrator), the Companys administrator, are both located at 650 Madison Avenue, 23rd Floor, New York, NY 10022. No additional compensation will be paid to directors, officers or
regular employees of the Company or Mount Logan for such services.
Stockholders may also provide their voting instructions through the
Internet. This option requires stockholders to input the control number which is located on each proxy card. After inputting this number, stockholders will be prompted to provide their voting instructions. Stockholders will have an opportunity to
review their voting instructions and make any necessary changes before submitting their voting instructions and terminating their Internet link. Stockholders who vote via the Internet, in addition to confirming their voting instructions prior to
submission, will also receive an e-mail confirming their instructions upon request.
If a
stockholder wishes to participate in the Meeting virtually, but does not wish to give a proxy electronically, the stockholder may still submit the proxy card originally sent with this Proxy Statement or attend in person (virtually).
Any proxy given pursuant to this solicitation may be revoked by notice from the person giving the proxy at any time before it is exercised.
Any such notice of revocation should be provided in writing and signed by the stockholder in the same manner as the proxy being revoked and delivered to the Companys proxy tabulator.
Explanatory Note Regarding the Mount Logan Transaction
On April 21, 2021, the Company announced that Capitala Investment Advisors, LLC, the Companys prior investment adviser
(Capitala), entered into a definitive agreement with Mount Logan and Mount Logan Capital Inc. (MLC), both affiliates of BC Partners Advisors L.P. (BC Partners) for U.S. regulatory purposes, that provided for the
acquisition by Mount Logan, subject to the satisfaction of certain closing conditions, of certain assets related to Capitalas business of providing investment management services to the Company (the Transaction). The closing of the
Transaction was conditioned upon, among other things, the Companys stockholders approving a new investment advisory agreement between the Company and Mount Logan (the
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