Current Report Filing (8-k)
May 31 2017 - 4:53PM
Edgar (US Regulatory)
___________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 30, 2017
EQUUS TOTAL RETURN, INC.
(Exact Name of Registrant as Specified in its
Charter)
Delaware
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814-00098
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76-0345915
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(State or Other Jurisdiction
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(Commission File
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(IRS Employer
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Of Incorporation)
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Number)
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Identification No.)
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700 Louisiana Street, 48
th
Floor,
Houston, Texas
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77002
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (713) 529-0900
N/A
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[X] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
☐
Item 1.02 Termination of a Material
Definitive Agreement.
On May 30, 2017, Equus Total Return, Inc. (“Equus”
or the “Company”) received written notice that U.S. Gas & Electric, Inc. (“USG&E”) and its controlling
shareholder MVC Capital, Inc. (“MVC”) had terminated the Stock Purchase Agreement and Plan of Merger, dated April 24,
2017 (“Merger Agreement”), between Equus, certain shareholders of USG&E, and MVC as the representative of the selling
USG&E stockholders.
On May 30, 2017, USG&E and MVC notified
Equus that it had accepted a proposal from Crius Energy Trust, that was considered by the respective boards of directors of USG&E
and MVC to constitute a “Superior Proposal” (as such term is defined in the Merger Agreement) to the terms and conditions
of the Merger Agreement, and, accordingly, provided Equus with a notice of termination pursuant to Section 10.01(c)(iii) of the
Merger Agreement. Further, pursuant to Section 10.02(b) of the Merger Agreement, USG&E paid Equus a termination fee of $2.5
million. The full text of the Merger Agreement is attached to the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on April 24, 2017 and is incorporated herein by reference.
As a result of the termination of the Merger
Agreement, Amendment No. 1, dated April 24, 2017, to the Share Exchange Agreement entered into between Equus and MVC on May 14,
2014, was also terminated and the Share Exchange Agreement, as originally constituted, remained in effect. The full text of the
Share Exchange Agreement is attached to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on May 15, 2014 and is incorporated herein by reference.
Item 8.01 Other Events.
On May 30, 2017, the Company issued a press
release announcing the termination of the Merger Agreement. The text of the press release is included as Exhibit 99.1 to this Current
Report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release issued on May 30, 2017 by Equus Total Return, Inc.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Equus Total Return, Inc.
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Date: May 31, 2017
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By:
/s/ Kenneth I. Denos
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Name: Kenneth I. Denos
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Title: Secretary
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