In making its recommendations, Glass Lewis noted*:
In making its recommendation, Egan-Jones noted*:
"We are pleased that both Glass Lewis and
MVC notes that it is working diligently to enhance shareholder value by:
The Company also responded to the report recently issued by proxy advisory firm
MVC does not dispute that steps must be taken to narrow its NAV discount, and the Company has taken action in the past and will continue to do so in the future, including through its recently announced Board plan. What MVC strongly disputes, and what ISS has failed to take into account in its report, is how the shareholder proposal to cease all new investments is the right course of action to address the discount. On the contrary, the proposal would handcuff MVC's ability to generate returns and income for shareholders, which is contrary to the Company's stated investment objective. In short, the Company does not believe that the discount can be improved by ceasing investment activity and reducing dividends and returns to shareholders. The Company firmly believes it must be given time to execute on its strategy, which it is confident will further narrow the discount to NAV and increase shareholder distributions.
ISS unfortunately does not seem to grasp the severity of the shareholder proposal, which orders MVC to cease making any and all new investments. Rather, ISS has interpreted the shareholder proposal as a harmless referendum regarding shareholder opinion on the discount to NAV. This could not be further from the truth. At a high level, the proposal would diminish the Company's total returns, and is in opposition to MVC's strategy to create long-term value for its shareholders.
This proposal would also:
MVC's Board of Directors unanimously recommends that shareholders vote "FOR" all of Management's proposals and "AGAINST" the shareholder proposal to cease new investments at the upcoming 2017 Annual Meeting of Stockholders.
*Permission to use quotations neither sought nor obtained
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, please visit the MVC's website at www.mvccapital.com.
Safe Harbor Statement and Other Disclosures
The information contained in this press release contains forward-looking statements, including with respect to the Company's transitioning to yielding investing, future deployment of capital, future leveraging of the Company's portfolio, repurchase of the Company's common shares, and the expectation that these strategies should result in a narrowing or elimination of the discount of the Company's share price to NAV. These forward-looking statements are subject to the inherent uncertainties in predicting future events, activities, results and circumstances. Certain factors could cause actual events, activities, results and circumstances to differ materially from those contained in these forward-looking statements, including, among other things: the ability of the Company to identify suitable yielding investments, in the lower middle market or at all, and to make such investments on terms that the Company believes are reasonable and attractive; the ability of the Company to dispose of its remaining equity portfolio on suitable terms and the timing of any such dispositions; the availability to the Company of debt financing on suitable terms; the performance of the Company's investments; economic, business and market factors affecting the market price of the Company's shares, including factors that may be unrelated to the Company's performance; the extent of the Company's cash position from time to time and alternative opportunities for deployment of its cash that the Company may deem attractive and in the best interests of the Company and its shareholders; general economic, business and market factors; and other factors identified under "Risk Factors" in the Company's periodic reports that it files with the Securities and Exchange Commission.
There also can be no assurance that the Company will be able to sustain future dividends at the currently contemplated level, or that future dividends will be made at all. Also, the tax character of the fourth quarter dividend referred to herein has not yet been determined and, although it is currently not expected, any portion of such distribution may be characterized as a return of capital. There are a variety of factors that impact whether and to what extent the Company will repurchase shares, some of which are recited above, and there can be no assurance that the Company will repurchase shares in the future, or the amount and price of any such repurchases.
There can be no assurance that MVC will achieve its investment objectives. There is no assurance that the market price of MVC's shares, either absolutely or relative to net asset value, will increase as a result of any of the activities discussed in this release, or otherwise that the plan will enhance shareholder value over the long-term. The Company assumes no duty to update any of the disclosures contained in this press release.
Additional Information and Where to Find It
The Company has filed a definitive proxy statement on Schedule 14A with the SEC in connection with the solicitation of proxies for its 2017 Annual Meeting of Stockholders. The Company, its directors and certain of its executive officers will be participants in the solicitation of proxies from shareholders with respect to the Annual Meeting. Information regarding the names of the Company's directors and executive officers and their respective interests in the Company is set forth in the proxy statement. Before making any voting decision with respect to matters to be presented to the
Annual Meeting, shareholders are urged to read all relevant documents filed with or furnished to the SEC, including among other things the Company's definitive proxy statement and any supplements thereto, which contain important information. Shareholders may obtain a free copy of the definitive proxy statement and other relevant documents that the Company files with or furnishes to the SEC from the
Shareholders with questions about how to vote their shares, or in need of additional assistance, may contact the Company's proxy solicitors, Innisfree M&A Inc., at (888) 750-5834.
1 Past performance is no guarantee of future results. Yields on individual loans vary based on a variety of circumstances and factors which are subject to change. All debt/loan investments are subject to risk of loss including complete loss of principal.
2 Beginning in the fourth quarter of 2017
Joele Frank, Wilkinson Brimmer Katcher
Andy Brimmer / Carrie Klapper
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