Capital Southwest Announces Changes in the Board of Directors
May 10 2017 - 4:01PM
Capital Southwest Corporation (“CSWC,” “Capital Southwest” or the
“Company”) announced today that the Chairman of the Board, Joseph
B. Armes, has informed the Company’s Board of Directors (the
“Board”) of his decision not to stand for re-election at the Annual
Meeting of Shareholders in August 2017, in order to devote
additional time and attention to his duties at CSW Industrials,
Inc. (“CSWI”) (NASDAQ:CSWI). Mr. Armes has been Chairman
of the Board since January 2014 and served as the Company’s
President and Chief Executive Officer from July 2013 through
September 2015, when the Company completed the spinoff of
CSWI. Upon completion of the spinoff, Mr. Armes became
Chairman and Chief Executive Officer of CSWI and Bowen Diehl, then
Chief Investment Officer of CSWC, was appointed President and Chief
Executive Officer of CSWC.
“When I joined Capital Southwest in 2013, I was
hired to be a catalyst for change, and I was convinced that we had
the tremendous opportunity to unlock significant shareholder value
and reposition the firm to begin investing again,” said Mr.
Armes. “We began by recruiting extraordinary board members,
including David Brooks and Jack Furst, two gentlemen whom I have
known and respected for over 20 years and who have brought
significant strategic wisdom to the board. Then, upon
recruiting Bowen Diehl as Chief Investment Officer to join me in
this effort, we began a transformation of Capital Southwest that
unlocked significant shareholder value, creating two public
companies, each with strategies appropriate for their respective
structures. I am proud of our accomplishments and grateful to
the employees of Capital Southwest for their diligence and to the
Capital Southwest Board for their support as we executed on our
strategic vision. I couldn’t be more optimistic about Capital
Southwest’s strategy and prospects going forward as a middle market
lender, led by Bowen and his team.”
The Board plans to appoint current Director
David R. Brooks, Founder, Chairman and Chief Executive Officer of
Independent Bank Group, Inc. (NASDAQ:IBTX), non-executive Chairman
of the Board of Capital Southwest at the 2017 Annual Meeting of
Shareholders, which is expected to occur August 2, 2017. Mr.
Brooks has served on the Board since 2014 and is currently Chairman
of the Audit Committee. The Board also plans to appoint
current Director Jack D. Furst, founder of Oak Stream Investors and
former partner at Hicks, Muse, Tate & Furst, Inc., Chairman of
the Audit Committee to succeed Mr. Brooks in that capacity.
“I am thrilled with the prospect of serving as
Chairman of Capital Southwest’s Board of Directors,” said Mr.
Brooks. “Joe did a tremendous job setting the vision and
leading an extraordinary transformation of Capital Southwest that
he should be very proud of. Bowen has extensive middle market
investing experience and has proven to be a great leader as he
built an impressive team and designed and set in motion our middle
market investment strategy. Our senior management team worked
together for over a decade at their prior firm, bringing to Capital
Southwest extensive knowledge of all aspects of operating and
financing a BDC through the economic cycle.”
Effective as of the Company’s 2017 Annual
Stockholder Meeting, the number of seats on Capital Southwest’s
Board will be reduced from seven to six.
“We are all grateful to Joe for his leadership
and service over the past several years,” said Mr. Diehl.
“Personally, I have greatly appreciated his mentorship and
friendship, which I look forward to continuing in the future.
I am excited about the prospect of working more closely with David
and for all of us to benefit from his extensive wisdom and
knowledge gained from delivering significant value for public
shareholders by founding and building a major player in the
regional banking industry.”
About Capital Southwest
Capital Southwest Corporation (Nasdaq:CSWC) is a
Dallas, Texas-based publicly traded Business Development Company,
with approximately $285 million in net assets as of December 31,
2016. Capital Southwest is a credit investment firm focused on
supporting the acquisition and growth of middle market businesses
with $5 to $20 million investments across the capital structure,
including first lien, unitranche, second lien, subordinated debt
and non-control equity co-investments. As a public company with a
permanent capital base, Capital Southwest has the flexibility to be
creative in its financing solutions and to invest to support the
growth of its portfolio companies over long periods of time.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of The Private Securities Litigation
Reform Act of 1995 with respect to the business and investments of
Capital Southwest. Forward-looking statements are statements that
are not historical statements and can often be identified by words
such as "will," "plan," "believe," "expect" and similar expressions
and variations or negatives of these words. These statements are
based on management's current expectations, assumptions and
beliefs. They are not guarantees of future results and are subject
to numerous risks, uncertainties and assumptions that could cause
actual results to differ materially from those expressed in any
forward-looking statement. These risks include, but are not limited
to, risks related to the outcome of the election at the 2017 Annual
Meeting of Shareholders.
Readers should not place undue reliance on any
forward-looking statements and are encouraged to review Capital
Southwest's Annual Report on Form 10-K for the year ended March 31,
2016 and subsequent filings with the Securities and Exchange
Commission for a more complete discussion of the risks and other
factors that could affect any forward-looking statements. Except as
required by law, Capital Southwest does not undertake any
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events,
changing circumstances or any other reason after the date of this
press release.
Investor Relations Contacts:
Michael S. Sarner, Chief Financial Officer
214-884-3829
Bowen S. Diehl, Chief Executive Officer
214-884-3821
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