MVC Capital and Wynnefield Capital Reach Agreement on Board Nominations for July 15th Annual Meeting
27 Maio 2020 - 6:20PM
MVC Capital, Inc. (NYSE: MVC) (the “Company” or “MVC”) and
Wynnefield Capital (“Wynnefield”) today announced an agreement (the
“Agreement”) under which six of MVC’s current directors and three
independent director candidates proposed by Wynnefield will be
nominated by MVC’s Board for election at the Company’s 2020 Annual
Meeting of Stockholders, currently scheduled for July 15, 2020
(“the “Annual Meeting”).
The Board will remain at its current size of nine directors. The
six current directors to be nominated for reelection include Philip
Goldstein, Gerald Hellerman, Douglas Kass, Robert Knapp, Scott
Krase and Chairman Michael Tokarz. Current directors Emilio
Dominianni, Warren Holtsberg and William Taylor will not stand for
reelection. The three new nominees standing for election are Ron
Avni, John Chapman and Arthur Lipson, who were previously nominated
by Wynnefield.
A committee comprised of Chairman Tokarz and two independent
Board members, Robert Knapp and Scott Krase, will continue to
explore strategic alternatives and other value enhancing
opportunities. There will be no changes to the Company’s current
management agreement with The Tokarz Group Advisers LLC prior to
the Annual Meeting.
Michael Tokarz, Chairman and Portfolio Manager of MVC Capital,
said, “We believe the three new director nominees will make
valuable contributions to the Board and thank Wynnefield for
introducing us to them. MVC has recently taken actions to
successfully transition to primarily yielding investments and I
look forward to continuing to work with the Board to ensure MVC is
on the right path for long term stockholder value creation.”
Mr. Tokarz continued, “On behalf of the Board, I thank Emilio
Dominianni, Warren Holtsberg and William Taylor for their service
and dedication to the Board and MVC. They have made numerous
contributions to MVC during their tenures for which we are
grateful.”
Nelson Obus, President of Wynnefield Capital, said, “We are
pleased that MVC will support the nominations of Ron Avni, John
Chapman and Arthur Lipson, for election to the Company’s Board at
the upcoming Annual Meeting. Each of these individuals is highly
experienced and qualified to serve the best interests of MVC’s
stockholders. I am confident that they will work diligently and
collaboratively with their Board colleagues to position MVC for
success.”
Mr. Obus continued, “We thank Chairman Michael Tokarz, and MVC’s
independent directors, for facilitating today’s settlement.
While I may have had differences of opinion in regard to MVC’s
business decisions, personal accusations were not intended. I have
always felt Michael to be a man of integrity and appreciate his
commitment to acting in the best interest of MVC and all its
stockholders. I look forward to maintaining constructive
dialogue with Michael, along with the Board and the management team
to achieve our collective goal of value creation for
stockholders.”
Wynnefield Capital is a long term stockholder of MVC, with
beneficial ownership of approximately 8.5% of MVC’s outstanding
common stock.
The agreement between MVC and Wynnefield, which contains certain
customary standstill, voting, and other provisions, will be filed
with the Securities and Exchange Commission (SEC).
Kramer Levin Naftalis & Frankel LLP provided
legal counsel to MVC Capital. Kane Kessler, P.C. provided legal
counsel to Wynnefield Capital.
About Ron Avni
- 20 years of extensive financial, operational and investment
management experience.
- Track record of successfully creating shareholder value within
distressed companies and transforming these companies in
collaboration with key stakeholders.
- Adviser to companies on investment and business
strategies.
- Served as a portfolio manager at QVT Financial LP, a
multi-billion-dollar investment firm where, among other things, he
led investment activities in closed-end fund arbitrage and related
special situations globally.
- Served as senior quantitative analyst and trader at Weiss Asset
Management, where he developed quantitative trading methodologies
and software as well as managed a broad array of the firm’s
business operations.
- CFA® Charterholder. Received an AB in Physics, magna cum
laude, from Harvard University and is enrolled in a PhD program at
the University of Texas at Austin.
About John Chapman
- Specializes in representing shareholder interests in connection
with the operation and management of investment funds and ancillary
assets.
- Unique skillset, insights and qualifications to serve as a
member of MVC’s Board and any of its committees.
- Extensive legal, financial analysis and corporate governance
expertise.
- Served as the chairman, executive director, or non-executive
director of a number of public companies, both domestically and
globally.
- CFA® Charterholder and member of the New York State Bar
Association. Received a B.A. from Bates College and a Juris
Doctorate from The University of Texas.
About Arthur Lipson
- Served as the managing member of Western Investment LLC,
specializing in investing undervalued companies, particularly
closed-end funds.
- Served as a director of Pioneer Municipal and Equity Income
Trust, during which time he oversaw the elimination of a steep
discount to PBF’s net asset value and the merger of PBF into
Pioneer Tax Free Income Fund, an open end fund.
- Previously headed all fixed income research for Lehman Brothers
and Paine Weber, and is credited as the creator of the Kuhn Loeb
Bond Indices, now known as the Bloomberg Barclay Indices.
- Long-term shareholder of MVC.
About MVC Capital, Inc. MVC
Capital (MVC) 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 MVC's website
at www.mvccapital.com.
About Wynnefield Capital, Inc.
Established in 1992, Wynnefield Capital, Inc. is
a value investor specializing in U.S. small cap situations that
have company or industry specific catalysts.
Safe Harbor Statement and Other Disclosures
Statements included herein may constitute "forward-looking
statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. Statements other than statements of
historical facts, regarding management’s beliefs, plans and
objectives about the future, as well as its assumptions and
judgments concerning such beliefs included in this press release
may constitute forward-looking statements and are not guarantees of
future performance, condition or results and involve a number of
risks and uncertainties. These statements are evidenced by terms
such as “may,” “will,” “believe,” “intend,” “expect,” “estimate”
and similar expressions. Examples of forward-looking statements
include, among others, statements made herein regarding the
strategic direction of the Company. Actual results may differ
materially from those in the forward-looking statements as a result
of a number of factors, including those described from time to time
in our filings with the Securities and Exchange Commission (the
“SEC”). For a discussion of the risks and uncertainties involved,
see the section of the periodic reports that the Company files with
the SEC entitled “Risk Factors.” The Company undertakes no duty to
update any forward-looking statement made herein to reflect events
or circumstances occurring after the date hereof or to reflect the
occurrence of unanticipated events. All forward-looking statements
speak only as of the date of this press release.
MVC Contacts:
Investors: Jackie Rothchild MVC Capital
914.510.9400
Media:Jeffrey Goldberger / Allison
Soss KCSA Strategic Communications 212.896.1249 / 212.896.1267
or
Matt Sherman / Andy Brimmer / Joseph SalaJoele Frank, Wilkinson
Brimmer Katcher212.355.4449
Wynnefield Media Contact: Daniel Yunger / Mark
Semer Kekst CNC 212.521.4800 daniel.yunger@kekstcnc.com /
mark.semer@kekstcnc.com
MVC Capital (NYSE:MVC)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
MVC Capital (NYSE:MVC)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024