CHARLOTTE, N.C. and
PURCHASE, N.Y., Dec. 14, 2020 /PRNewswire/ -- Barings BDC,
Inc. (NYSE: BBDC) ("Barings BDC") and MVC Capital, Inc. (NYSE: MVC)
("MVC Capital") today announced that Barings BDC has notified MVC
Capital of its election, in connection with and concurrently with
the closing of the previously announced merger transaction (the
"Merger") between the parties, to effect the redemption of MVC
Capital's 6.25% senior notes due 2022 (NYSE: MVCD) (the
"Notes") with an aggregate principal amount outstanding of
$95.0 million. The Notes are
expected to be redeemed following at least 30 days' notice prior to
the date determined for redemption at a price equal to the
outstanding principal amount of the Notes plus accrued interest to,
but excluding, the date of redemption.
Barings BDC and MVC Capital expect that the Notes will be
delisted from the New York Stock Exchange ("NYSE") in connection
with, and contingent upon, the closing of the Merger, and trading
in the Notes on the NYSE is expected to be suspended pre-market
open on the day after closing. The Merger is anticipated to close
on or around December 23, 2020,
subject to MVC Capital and Barings BDC stockholder approval and the
satisfaction of other closing conditions. After the delisting,
holders of the Notes will continue to conduct business with and
receive interest payments through the trustee, U.S. Bank National
Association. Neither MVC Capital nor Barings BDC has, and neither
intends to, arrange for listing and/or registration of the Notes on
another national securities exchange or for quotation on another
quotation medium.
MVC-G
Forward-Looking Statements
This press release contains "forward-looking statements," which
are statements concerning future events, including, without
limitation, forward-looking statements regarding the completion of
the Merger and the delisting, redemption, and deregistration of the
Notes. Such forward-looking statements may include statements
preceded by, followed by or that otherwise include the words "may,"
"might," "will," "intend," "should," "could," "can," "would,"
"expect," "believe," "estimate," "anticipate," "predict,"
"potential," "plan" or similar words. Although these statements are
based upon assumptions that Barings BDC and MVC Capital believe to
be reasonable based upon available information, they are subject to
risks and uncertainties as a result of a number of factors,
including those described from time to time in filings made by
Barings BDC or MVC Capital with the SEC, including those contained
in the Proxy Statement (as defined below). These risks and
uncertainties include, but are not limited to: the potential that
the Merger is not completed when anticipated or at all; that the
Notes are not redeemed or are not redeemed in the manner described
above; and other factors enumerated in Barings BDC's and MVC
Capital's filings with the SEC. You should not place undue reliance
on such forward-looking statements, which are based upon Barings
BDC management's and MVC Capital management's views and assumptions
regarding future events, and speak only as of the date of this
communication. Neither Barings BDC nor MVC Capital undertakes any
duty to update any forward-looking statement made herein.
Additional Information and Where to Find It
This communication relates to a proposed business combination
involving Barings BDC and MVC Capital, along with related proposals
for which stockholder approval is being sought (collectively, the
"Proposals"). In connection with the proposed Merger, Barings BDC
and MVC Capital have filed with the SEC a joint proxy statement on
Schedule 14A (the "Proxy Statement"), which was first mailed or
otherwise delivered to Barings BDC stockholders and MVC
stockholders entitled to vote on the Proposals on or about
November 24, 2020, and Barings BDC
has filed with the SEC a registration statement on Form N-14 (the
"Registration Statement") that includes the Proxy Statement and a
prospectus of Barings BDC. The Proxy Statement and the Registration
Statement each contain important information about Barings BDC, MVC
Capital, the proposed Merger and related matters. STOCKHOLDERS
OF EACH OF BARINGS BDC AND MVC CAPITAL ARE URGED TO READ CAREFULLY
AND IN THEIR ENTIRETY ALL RELEVANT DOCUMENTS FILED WITH THE SEC,
INCLUDING THE PROXY STATEMENT AND THE REGISTRATION STATEMENT, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT BARINGS BDC, MVC CAPITAL, THE
MERGER AND THE PROPOSALS. Investors and security holders will
be able to obtain the documents filed with the SEC free of charge
at the SEC's web site at http://www.sec.gov and, for documents
filed by Barings BDC, from the Barings BDC website at
http://www.baringsbdc.com or for documents filed by MVC
Capital, from the MVC Capital website at
http://www.mvccapital.com.
Participants in the Solicitation
Barings BDC and MVC Capital and their respective directors,
executive officers and certain other members of management and
employees of Barings LLC, The Tokarz Group Advisers LLC and their
respective affiliates, may be deemed to be participants in the
solicitation of proxies from the stockholders of Barings BDC and
MVC Capital in connection with the Proposals. Information about the
directors and executive officers of Barings BDC is set forth in its
proxy statement for its 2020 annual meeting of stockholders, which
was filed with the SEC on March 10,
2020. Information about the directors and executive officers
of MVC Capital is set forth in its proxy statement for its 2020
annual meeting of stockholders, which was filed with the SEC on
June 10, 2020. Information regarding
the persons who may, under the rules of the SEC, be considered
participants in the solicitation of Barings BDC's and MVC Capital's
stockholders in connection with the Proposals is contained in the
Proxy Statement and will be contained in other relevant materials
to be filed with the SEC if and when such documents become
available. Investors should read the Proxy Statement and
Registration Statement carefully and in their entirety before
making any voting or investment decisions. These documents may be
obtained free of charge from the sources indicated above.
No Offer or Solicitation
This press release is not, and under no circumstances is it to
be construed as, a prospectus or an advertisement and the
communication of this press release is not, and under no
circumstances is it to be construed as, an offer to sell or a
solicitation of an offer to purchase any securities in Barings BDC,
MVC Capital or in any fund or other investment vehicle. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the U.S. Securities Act of
1933.
About Barings BDC
Barings BDC, Inc. (NYSE: BBDC) is a publicly traded, externally
managed investment company that has elected to be treated as a
business development company under the Investment Company Act of
1940. Barings BDC seeks to invest primarily in senior secured loans
to private U.S. middle market companies that operate across a wide
range of industries. Barings BDC's investment activities are
managed by its investment adviser, Barings LLC, a leading global
asset manager based in Charlotte,
NC with over $354+ billion* of AUM firm-wide. For more
information, visit www.baringsbdc.com.
About MVC Capital, Inc.
MVC Capital is a business development company traded on the New
York Stock Exchange that provides long-term debt and equity
investment capital to fund growth, acquisitions and
recapitalizations of companies in a variety of industries. For
additional information about MVC Capital, please visit MVC
Capital's website at www.mvccapital.com.
About Barings LLC
Barings LLC is a $354+ billion* global investment manager
sourcing differentiated opportunities and building long-term
portfolios across public and private fixed income, real estate, and
specialist equity markets. With investment professionals based in
North America, Europe and Asia
Pacific, the firm, a subsidiary of MassMutual, aims to serve
its clients, communities and employees, and is committed to
sustainable practices and responsible investment. Learn more at
www.barings.com.
*Assets under management as of September
30, 2020
Barings BDC Contacts:
Media Contact:
Cheryl Krauss, Media Relations,
Barings, 980-417-5858, cheryl.krauss@barings.com
Investor Relations:
BDCinvestorrelations@barings.com, 888-401-1088
MVC Capital Contacts:
Investor Relations:
Jackie Rothchild
MVC Capital
914.510.9400
Or
Jeffrey Goldberger / Allison
Soss
KCSA Strategic Communications
212.896.1249 / 212.896.1267
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SOURCE Barings