Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
16 Abril 2019 - 2:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
Proxy Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934 (Amendment
No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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ALCENTRA
CAPITAL CORPORATION
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(Name of Registrant as Specified In Its
Charter)
Stilwell Value Partners VII, L.P.
Stilwell Activist Fund, L.P.
Stilwell Activist Investments, L.P.
Stilwell Associates, L.P.
Stilwell Value LLC
Joseph Stilwell
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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On April 16, 2019, Joseph Stilwell and affiliated entities
issued a press release relating to Alcentra Capital Corporation, a copy of which is filed herewith.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND
OTHER DOCUMENTS RELATING TO THE SOLICITATION OF PROXIES BY THE GROUP AND OTHER PARTICIPANTS FROM THE STOCKHOLDERS OF ALCENTRA CAPITAL
CORPORATION FOR USE AT ITS 2019 ANNUAL MEETING OF STOCKHOLDERS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND
A FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF ALCENTRA CAPITAL CORPORATION AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES
AND EXCHANGE COMMISSION'S WEBSITE AT HTTPS://WWW.SEC.GOV.
The Stilwell Group Mails Letter To Shareholders
Of Alcentra Capital Corporation
NEW YORK, April 16, 2019 /PRNewswire/ -- The Stilwell Group,
the largest shareholder of Alcentra Capital Corporation (the "Company")(NASDAQ: ABDC), today announced that it has mailed
a letter to its fellow owners of the Company.
The full letter to shareholders is set forth below and the
accompanying slides referenced in the letter are available for viewing at
http://www.okapivote.com/alcentra
.
April 15, 2019
Dear Fellow ABDC Owner,
We are the largest shareholder of the Company. We have nominated
two directors for election at the 2019 Annual Meeting of Shareholders.
We believe the Company should be sold to the highest bidder
or liquidated. The accompanying slides explain our position.
Sincerely,
Megan Parisi
917-881-8076
mparisi@stilwellgroup.com
Enclosure
Investor Contact:
The Stilwell Group
Megan Parisi
(917) 881-8076
mparisi@stilwellgroup.com
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Stilwell Activist Investments, L.P. and Stilwell Value Partners
VII, L.P., together with the other participants named herein (collectively, "Stilwell"), intend to file a preliminary
proxy statement and accompanying proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit
votes for the election of their slate of director nominees at the 2019 annual meeting of stockholders of Alcentra Capital Corporation,
a Maryland corporation (the "Company").
STILWELL STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO
READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH
PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT
HTTP://WWW.SEC.GOV
. IN ADDITION, THE PARTICIPANTS
IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR
COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation are Stilwell Activist
Investments, L.P. ("Stilwell Activist Investments"), Stilwell Value Partners VII, L.P. ("Stilwell Value Partners
VII"), Stilwell Activist Fund, L.P. ("Stilwell Activist Fund"), Stilwell Associates, L.P. ("Stilwell Associates"),
Stilwell Value LLC ("Stilwell Value LLC"), Joseph Stilwell, Corissa B. Porcelli, Michelle D. Bergman and Kerry G. Campbell.
As of the date hereof, Stilwell Activist Investments directly
owns 402,367 shares of Common Stock, par value $0.001, of the Company (the "Common Stock"). As of the date hereof, Stilwell
Value Partners VII directly owns 344,285 shares of Common Stock. As of the date hereof, Stilwell Activist Fund directly owns 204,840
shares of Common Stock. As of the date hereof, Stilwell Associates directly owns 150,000 shares of Common Stock. Stilwell Value
LLC, as the general partner of each of Stilwell Activist Investments, Stilwell Value Partners VII, Stilwell Activist Fund, and
Stilwell Associates, may be deemed the beneficial owner of the 1,101,491 shares of Common Stock owned directly by Stilwell Activist
Investments, Stilwell Value Partners VII, Stilwell Activist Fund, and Stilwell Associates. Mr. Stilwell, as the managing member
and owner of Stilwell Value LLC, may be deemed the beneficial owner of the 1,101,491 shares of Common Stock owned directly by Stilwell
Activist Investments, Stilwell Value Partners VII, Stilwell Activist Fund, and Stilwell Associates.
Stilwell Activist Investments has entered into certain cash-settled
total return swap agreements that constitute economic exposure to an aggregate of 269,873 notional shares of Common Stock.
As of the date hereof, Ms. Porcelli, Ms. Bergman, and Mr. Campbell
do not own any shares of Common Stock.
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