Capital Southwest Corporation · NASDAQ:CSWC
Capital Southwest — Merger or Acquisition (December 2014)
14 slides from Capital Southwest's merger presentation, Dec 2, 2014
Slide 1: Creating Two Stand-Alone Companies
Creating Two Stand-Alone Companies December 2, 2014
Slide 2: Forward-Looking Statements
Page * This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 relating to, among other things, the manner, tax-free nature and expected benefits associated with the proposed spin-off of certain of CSWC’s control assets into a
Slide 3: Transaction Overview
Page * Transaction Overview Strategic Rationale Industrial Co. will be a diversified industrial growth company and convert to a C Corp. which will enhance its financial / strategic flexibilityCSWC will remain an internally-managed business development company (BDC) and focus on lending opportunities
Slide 4: Organizational Structure
Page * Organizational Structure Today Post Spin-Off Shareholders Capital Southwest Venture Corp. (“CSVC”)(1) Capital Southwest Management Company (“CSMC”) Investments Plus Cash Certain Control Assets Nasdaq-Listed Distributed To CSWC Shareholders Shareholders CSVC(1) CSMC Remaining InvestmentsPlus C
Slide 5: Industrial Co. and CSWC Snapshot
Page * Industrial Co. and CSWC Snapshot (1) Expected to be appointed by the Board of Directors Summary Business Description Key Shareholder Benefits Industrial Co.Headquarters:Dallas, TXCEO:Joe Armes Pure‐play diversified industrial growth companyWell‐established and scalable platformsDeep domain ex
Slide 6: Industrial Co.'s Businesses
Page * Industrial Co.’s Businesses Manufactures specialty chemical products and control devices for plumbing, HVAC, electrical and industrial applications x Manufactures specialty lubricants and other products used in oil field and industrial applications x Manufactures high performance specialty lu
Slide 7: Industrial Co.'s Strategy & Vision
Page * Industrial Co. shareholders will be invested in a diversified industrial growth company that is expected to generate strong free cash flow while continuing to grow organically and through a strategic acquisition programFour key components of Industrial Co.’s vision and growth strategy:Organiz
Slide 8: CSWC's Strategy and Investment Focus
Page * CSWC will build an investment portfolio that generates attractive risk-adjusted returns and an investment yield adequate to support a market-based dividend which should allow CSWC to trade at or above net asset value (“NAV”) over timeCSWC intends to continue the company’s long legacy of activ
Slide 9: Leadership Bios
Page * Leadership Bios Industrial Co. Chairman of the Boards – Joe Armes CSWC Chief Executive Officer – Joe Armes Chief Executive Officer – Bowen Diehl(1) Joined Capital Southwest Corporation in 2013 as Chief Executive Officer and has over 20 years of experience in mergers, acquisitions, capital mar
Slide 10: Historical Stand-Alone Financial Results
Page * Historical Stand-Alone Financial Results Note: $ in millions; numbers are presented on a stand-alone basis as disclosed in CSWC’s most recent 10-KSource: Company filings
Slide 11: Use of Non-GAAP Financial Measures
Page * This communication contains non-GAAP financial measures. These measures are included to facilitate meaningful comparisons of our results to those in prior periods and future periods and to allow a better evaluation of our operating performance, in management’s opinion. Our reference to non-GA
Slide 12: Use of Non-GAAP Financial Measures (Cont'd)
Page * Use of Non-GAAP Financial Measures (Cont’d) Note: $ in millions; numbers are presented on a stand-alone basis as disclosed in CSWC’s most recent 10-KSource: Company filings
Slide 13: Additional Information About the Proposed Transaction
Page * CSWC intends to file with the SEC a proxy statement in connection with the proposed spin-off transaction. The definitive proxy statement will be sent or given to CSWC shareholders and will contain important information about the proposed transaction and related matters. SECURITY HOLDERS ARE U
Slide 14: Participants in the Solicitation
Page * CSWC and its directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from CSWC shareholders in connection with the proposed transaction and may have direct or indirect interests in the proposed tran
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