Attached files
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| EX-99.1 - PREPARED REMARKS - MCG CAPITAL CORP | preparedremarks.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________________
FORM 8-K
____________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 29, 2012
____________________________
MCG Capital Corporation
(Exact Name of Registrant as Specified in Charter)
____________________________
Delaware | 0-33377 | 54-1889518 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
1100 Wilson Boulevard, Suite 3000, Arlington, VA | 22209 | |||
(Address of Principal Executive Offices) | (Zip Code) | |||
(703) 247-7500
(Registrant’s telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
____________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. | Results of Operations and Financial Condition. |
Item 7.01. | Regulation FD Disclosure. |
On October 29, 2012, MCG Capital Corporation, a Delaware corporation (“MCG” or the “Company”) announced that due to the inclement weather associated with Hurricane Sandy, it would report its earnings for the quarter ended September 30, 2012 on October 29, 2012, cancel its third quarter earnings call scheduled for 9:00 a.m. on October 30, 2012 and, in lieu of its earnings call, release prepared remarks by management regarding MCG's third quarter 2012 financial results and business outlook.
The management remarks are furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K and Exhibit 99.1 hereto may contain forward-looking statements within the meaning of applicable securities laws. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements.
Forward-looking statements can be identified by terminology such as “anticipate,” “believe,” “could,” “could increase the likelihood,” “estimate,” “expect,” “intend,” “is planned,” “may,” “should,” “will,” “will enable,” “would be expected,” “look forward,” “may provide,” “would” or similar terms, variations of such terms or the negative of those terms.
These forward-looking statements are not historical facts, but rather are based on current expectations, estimates, forecasts, projections, intentions, goals, strategies, plans, prospects and the beliefs and assumptions of the Company's management including, without limitation, statements regarding: management's belief that it has made the infrastructure changes necessary to deliver a competitive and sustainable dividend to MCG's stockholders and provide operating leverage in the future; progress in restoring the sustainability and fundamental earnings profile of MCG while dramatically reducing its risk profile; forecasted 2013 per share net operating income amounts, which may not be realized; the timing or approval of a second SBIC license by the SBA; the belief that MCG's cost structure is fixed; investment balances and the effect that new originations will have on MCG's base of earning assets; the number of transactions that MCG will close in the fourth quarter 2012; MCG's expertise in certain industry sectors; expected levels of transition plan and realignment costs; anticipated headcount levels upon completion of the Company's realignment; and other factors.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors including those risks, uncertainties and factors referred to in the Company's Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission under the section “Risk Factors,” as well as other documents that may be filed by the Company from time to time with the Securities and Exchange Commission. As a result of such risks, uncertainties and factors, the Company's actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. The Company is providing the information in this Current Report on Form 8-K as of this date and assumes no obligations to update the information included herein or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. | Description | |
99.1 | MCG Management Remarks regarding MCG's third quarter 2012 financial results. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MCG CAPITAL CORPORATION | ||
Date: October 29, 2012 | By: /s/ Keith Kennedy | |
Keith Kennedy Chief Financial Officer | ||