Filing by Certain Investment Companies of Rule 482 Advertising in Accordance With Rule 497 and the Note to Rule 482(e) (497ad)
June 28 2018 - 6:04AM
Edgar (US Regulatory)
Filed Pursuant to Rule 497(a)
File
No. 333-223999
Rule 482 AD
CM Finance
Inc Prices Public Offering of $30,000,000 6.125% Notes Due 2023
New York, New York June 27, 2018 CM Finance Inc (the
Company) (Nasdaq: CMFN) announced today that it has priced a registered public offering of $30,000,000 aggregate principal amount of its 6.125% notes due 2023 (the Notes), which will result in net proceeds to the Company
of approximately $28.9 million (or approximately $33.2 million if the underwriters fully exercise the over-allotment option described below) based on a public offering price of 100% of the aggregate principal amount of the Notes, after
deducting payment of underwriting discounts and commissions and estimated offering expenses payable by the Company.
The Notes will mature on July 1,
2023 and may be redeemed in whole or in part at any time, or from time to time, at the Companys option on or after July 1, 2020. The Notes will bear interest at a rate of 6.125% per year, payable quarterly on January 1, April 1,
July 1 and October 1 of each year, beginning on October 1, 2018. The Company has also granted the underwriters an option to purchase an additional $4.5 million aggregate principal amount of Notes to cover over-allotments, if
any, on or before July 27, 2018.
The offering is subject to customary closing conditions and is expected to close on
July 2, 2018. The Company has submitted an application for the Notes to be listed and trade on the NASDAQ Global Select Market under the trading symbol CMFNL. If approved for listing, the Company expects the Notes to begin trading
within 30 days from the original issue date.
The Company intends to use a portion of the net proceeds from the offering to repay outstanding indebtedness
under its existing revolving financing facility with UBS AG, London Branch (the 2017 UBS Revolving Financing). However, the Company
may re-borrow under
the 2017 UBS Revolving Financing
and use such borrowings to invest in middle market companies in accordance with its investment objective and strategies and for working capital and general corporate purposes. As of June 26, 2018, there were $17.8 million in borrowings
outstanding under the 2017 UBS Revolving Financing. Borrowings under the 2017 UBS Revolving Financing, which matures on December 5, 2019, generally bear interest at a rate per annum equal to
one-month
LIBOR plus 3.55%. The Company intends to use any remaining net proceeds from this offering to fund investments in middle market companies in accordance with our investment objective and for other general corporate purposes.
Keefe, Bruyette & Woods,
A Stifel Company
, and Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services
Inc. (NYSEMKT: LTS), are acting as joint bookrunners for the offering.
Janney Montgomery Scott LLC
is acting as
co-lead
manager for the offering.
BB&T Capital Markets, a division of
BB&T Securities, LLC, and Oppenheimer & Co. Inc. are acting as
co-managers
for the offering.
Investors are advised to carefully consider the investment objective, risks and charges and expenses of the Company before investing. The preliminary
prospectus supplement, dated June 27, 2018, and accompanying prospectus, dated June 1, 2018, each of which has been filed with the Securities and Exchange Commission, contain a description of these matters and other important information
about the Company and should be read carefully before investing.
The information in the preliminary prospectus supplement, the accompanying
prospectus and this press release is not complete and may be changed. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in this offering or any other securities nor will there be any sale
of these securities or any other securities referred to in this press release in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state
or jurisdiction.
A shelf registration statement relating to these securities is on file with and has been declared effective by the Securities and
Exchange Commission. The offering may be made only by means of a prospectus and a related prospectus supplement, copies of which may be obtained, when available, from: Keefe, Bruyette & Woods, Inc., Attn: Capital Markets, 787 Seventh
Avenue, 4th Floor, New York, NY 10019 (telephone number:
1-800-966-1559).
About CM Finance Inc
The Company is an externally-managed,
closed-end,
non-diversified
management
investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940. The Companys investment objective is to maximize the total return to its stockholders in the form of current income
and capital appreciation through debt and related equity investments by targeting investment opportunities with favorable risk-adjusted returns. The Company seeks to invest primarily in middle-market companies that have annual revenues of at least
$50mm and earnings before interest, taxes, depreciation and amortization of at least $15mm. The Companys investment activities are managed by its investment adviser, CM Investment Partners LLC. To learn more about CM Finance Inc, please visit
www.cmfn-inc.com.
Forward-Looking Statements
Statements included herein may constitute forward-looking statements, which relate to future events or our future operations, performance or
financial condition. Forward-looking statements include statements regarding our intentions related to the offering discussed in this press release, including the use of proceeds from the offering. These statements are not guarantees of future
performance, condition or results and involve a number of risks and uncertainties. Actual results and outcomes may differ materially from those anticipated in the forward-looking statements as a result of a variety of factors, including those
described from time to time in our filings with the Securities and Exchange Commission or factors that are beyond our control. The Company undertakes no obligation to publicly update or revise any forward-looking statements made herein. All
forward-looking statements speak only as of the time of this press release.
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CONTACT:
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CM Finance Inc
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Investor Relations
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Email: investorrelations@cmipllc.com
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Phone:
212-257-5199
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