西南资本美股招股说明书(2025-09-10版)

We are an internally managed, closed-end, non-diversified investment company that has elected to be treated as a business development company (“BDC”) under theInvestment Company Act of 1940, as amended (the “1940 Act”). Our business strategy is to achieve our investment objective of producing attractive risk-adjustedreturns by generating current income from our debt investments and capital appreciation from our equity and equity related investments. We are offering $350,000,000 in aggregate principal amount of5.950% notes due 2030, which we refer to as the Notes. The Notes will mature onSeptember 18, 2030.We will pay interest on the Notes on March 18 and September 18 of each year, beginning March 18, 2026. We may redeem the Notes in whole or in part at any time orfrom time to time, at the redemption price set forth under the section titled “Description of the Notes-Optional Redemption” in this prospectus supplement. In addition,holders of the Notes can require us to repurchase some or all of the Notes at a purchase price equal to 100% of their principal amount, plus accrued and unpaid interestto, but not including, the repurchase date upon the occurrence of a “Change of Control Repurchase Event” (as defined herein). The Notes will be issued in minimumdenominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes will be our direct unsecured obligations and rank pari passu, which means equal in right of payment, with all outstanding and future unsecuredunsubordinated indebtedness issued by us, including, without limitation, our 3.375% Notes due October 1, 2026 (the “October 2026 Notes”), our 7.75% Notes dueAugust 1, 2028 (the “August 2028 Notes”), and our 5.125% Convertible Notes due November 15, 2029 (the “2029 Convertible Notes”). As of September 8, 2025, theaggregate principal amount outstanding under the October 2026 Notes, the August 2028 Notes, and the 2029 Convertible Notes was $150.0 million, $71.9 million, and$230.0 million, respectively. Because the Notes will not be secured by any of our assets, they will be effectively subordinated to all of our existing and future securedindebtedness (or any indebtedness that is initially unsecured as to which we subsequently grant security), to the extent of the value of the assets securing suchindebtedness, including, without limitation, borrowings under our senior secured revolving credit facility (the “Corporate Credit Facility”), of which we had$225.0million outstanding as of September 8, 2025. The Notes will be structurally subordinated to all existing and future indebtedness and other obligations of any ofour subsidiaries, including, without limitation, borrowings under our special purpose vehicle financing credit facility (the “SPV Credit Facility”), of which we had$112.0 million outstanding as of September 8, 2025, and the debentures guaranteed by the U.S. Small Business Administration (the “SBA”) issued by Capital SouthwestSBIC I, LP (the “SBA Debentures”), of which $175.0 million was outstanding as of September 8, 2025. The Notes are obligations exclusively of Capital SouthwestCorporation and not of any of our subsidiaries. None of our subsidiaries is a guarantor of the Notes and the Notes will not be required to be guaranteed by any subsidiarywe may acquire or create in the future. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or future securedindebtedness may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assets may be usedto pay other creditors, including the holders of the Notes, and any assets of our subsidiaries will not be directly available to satisfy the claims of our creditors, includingholders of the Notes. For further discussion, see the section titled “Description of the Notes” in this prospectus supplement. The Notes will rank pari passu with, or equal to, our general liabilities (other than amounts outstanding under the Corporate Credit Facility, the SPV Credit Facility, andthe SBA Debentures). In total, these general liabilities were $40.0 million as of June 30, 2025. We currently do not have outstanding debt that is subordinated to theNotes and do not currently intend to issue indebtedness that expressly provides that it is subordinated to the Notes. Therefore, the Notes will not be senior to any of ourindebtedness or obligations. This prospectus supplement and the accompanying prospectus, including the information incorporated by reference herein and therein, contain important informationabout us that a prospective investor should know before investing in the Notes. We may also authorize one or more free writing prospectuses to be provided to you inconnection with this offering. You should carefully read this prospectus supplement, the accompanying prospectus, and any related free writing prospectus, and thedocuments incorporated by reference, before investing