CSWC priced-note offering; review prospectus on EDGAR

Rhea-AI Filing Summary

Capital Southwest Corporation announced a priced offering of notes under its shelf registration. The communication warns that the notes initially will settle on a T+7 basis, so secondary-market trades before delivery require alternative settlement arrangements to avoid failed settlements. Ratings (Moody's, Fitch) may be revised or withdrawn. Investors are directed to read the preliminary prospectus supplement and accompanying prospectus available on EDGAR for complete offering details.

Positive

• Shelf registration for the offering is on file with the SEC, enabling issuance
• Prospectus documents are publicly available on EDGAR for investor review

Negative

• Initial settlement is T+7, creating a failed-settlement risk for pre-delivery trades
• Security ratings from Moody's and Fitch are subject to revision or withdrawal

Insights

Debt Capital Markets Analyst

Prospectus-level notice of a priced note offering with a T+7 settlement requirement.

The company has priced notes under an existing shelf registration and advises investors to review the preliminary prospectus supplement and prospectus on EDGAR. The statement that ratings from Moody's and Fitch may be revised or withdrawn is a standard disclosure about rating volatility.

Because trades may initially settle T+7, market participants planning to trade the notes before delivery must arrange alternative settlement; this is the near-term operational item to address when allocating or trading these securities.

Filed pursuant to Rule 497(a)

File No. 333-282873

Rule 482ad

[TEXT OF COMMUNICATION SENT VIA BLOOMBERG]

*** Priced: Capital Southwest Corp (CSWC) ***

Benchmark			T 3 ⅝ 08/31/30
Spread to Benchmark			+250bps
Benchmark Price			100-03
Benchmark Yield			3.604%
Re-offer Yield			6.104%
Re-offer Price			99.345
Coupon			5.950%
First Pay			Mar 18, 2026
Optional Redemption			Make Whole Call: T + 40 Par Call: 1 month(s) prior to maturity
Change of Control			Put @ 100%

*** Priced: Capital Southwest Corp (CSWC) ***

Total Size			USD 350MM
Tenor			5 Year
Tranche Size			USD 350MM
Spread to Benchmark			T +250bps

*** Guidance: Capital Southwest Corp (CSWC) ***

Guidance T + 250bps (the #)

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Issuer/Ticker			Capital Southwest Corporation (CSWC)
Expected Ratings*			Moody's: Baa3 (Stable)
			Fitch: BBB- (Stable)
Format			SEC Registered
Ranking			Senior Unsecured
Tenor			5-Year
Size			$300mm
IPTs			T+265 bps Area
Settlement**			T+7 (September 18, 2025)
Coupon Type			Fixed
Maturity Date			September 18, 2030
Change of Control			Yes, 100% (See Red)
Active Book Runner(s)			DB (B&D), ING, MS, SMBC, WFS
Use of Proceeds			Repay outstanding indebtedness
Marketing			Direct link: https://www.netroadshow.com/nrs/home/#!/?show=66bf938b Link: www.netroadshow.com | Entry Code: CSWC2025
Option Redemption			Make Whole Call
			1-Month Par Call
Denominations			2,000 x 1,000
CUSIP / ISIN			140501AF4 / US140501AF43

Timing			Today's Business
Sales into Canada			Yes – via Exemption

* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The ratings are subject to revision or withdrawal at any time by Moody’s or Fitch. Each of the security ratings above should be evaluated independently of any other security rating.

** Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day, unless the parties to such trade expressly agree otherwise at the time of the trade. Accordingly, purchasers who wish to trade the Notes prior to the date of delivery of the Notes will be required, by virtue of the fact that the Notes initially will settle in seven business days (T+7), to specify alternative settlement arrangements to prevent a failed settlement.

Investors are advised to carefully consider the investment objectives, risks, charges and expenses of Capital Southwest Corporation before investing. A shelf registration statement relating to these securities is on file with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement relating to this offering, together with the accompanying prospectus, filed with the SEC and other documents Capital Southwest Corporation has filed with the SEC for more complete information about Capital Southwest Corporation and this offering. The information in the preliminary prospectus supplement and the accompanying prospectus, and in this announcement, is not complete and may be changed.

The offering may be made only by means of a preliminary prospectus supplement and an accompanying prospectus. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the preliminary prospectus supplement and the accompanying prospectus if you request them by calling Deutsche Bank Securities Inc. toll-free at +1-800-503-4611, ING New York Toll Free: +1 (877) 446-4930, Morgan Stanley & Co. LLC toll-free at 1-866-718-1649, SMBC Nikko Securities America, Inc. toll-free at +1 (888) 868-6856, or Wells Fargo Securities, LLC toll-free at +1 (800) 645-3751.

The preliminary prospectus supplement, the accompanying prospectus and this announcement do not constitute offers to sell or the solicitation of offers to buy nor will there be any sale of the securities referred to in this announcement in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR AFTER THIS MESSAGE ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM

FAQ

What did Capital Southwest (CSWC) announce in this 497AD filing?

It announced a priced offering of notes under its shelf registration and directed investors to the preliminary prospectus supplement and prospectus on EDGAR for full details.

How will settlement work for the CSWC notes?

The notes initially will settle on a T+7 basis; trades before delivery require alternative settlement arrangements to prevent failed settlements.

Are credit ratings provided for the notes?

Yes; ratings from Moody's and Fitch are referenced, but the filing cautions that these ratings may be revised or withdrawn at any time.

Where can I get the preliminary prospectus supplement for CSWC?

You can obtain the documents for free on the SEC website (EDGAR) or request them from any participating underwriter using the provided contact numbers.

Does this announcement constitute an offer to sell the securities?

No. The announcement states it does not constitute an offer or solicitation; the offering may be made only by means of the preliminary prospectus supplement and accompanying prospectus.