SEC Company Response from Stellus Capital Investment Corp (SCM) (CIK 0001551901) (SCM) — Apr 15, 2020
Stellus Capital Investment Corp (SCM) (CIK 0001551901)
Date: April 15, 2020 · CIK: 0001551901 · Accession: 0001104659-20-047053
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 814-00971
Letter
Via EDGAR Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Stellus Capital Investment Corporation Preliminary Proxy Statement – filed March 20, 2020
Dear Mr. Bellacicco:
On behalf of Stellus Capital Investment Corporation (the “Company”), set forth below are the Company’s responses to the comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Company on March 26, 2020 relating to the Company’s Preliminary Proxy Statement on Schedule 14A (File No. 814-00971) (the “Preliminary Proxy Statement”). The Staff’s comments are set forth below in italics and are followed by the Company’s responses. Where indicated, revised disclosure will be included in the definitive proxy statement on Schedule 14A filed by the Company (the “Definitive Proxy Statement”) concurrently with this letter.
1. Please confirm whether the Company has a contingency plan in the event that the time, date, or location of the annual meeting (the “Annual Meeting”) of the Company’s stockholders changes.
The Company has revised the Preliminary Proxy Statement to indicate that the Annual Meeting will be held virtually, as permitted under Maryland state law and guidance recently issued by the Staff, in light of the global outbreak of COVID-19.
2. Please add the disclosure required by Item 3 of Schedule 14A regarding dissenter’s rights.
Response: The Company has revised the Preliminary Proxy Statement to indicate that the Company’s stockholders do not have rights of appraisal or similar rights of dissenters with respect to any matter to be acted upon at the Annual Meeting.
3. Please confirm that the table on page 5 entitled “Security Ownership of Certain Beneficial Owners and Management” will be accurate as of April 3, 2020.
Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.
Mr. Christopher Bellacicco, Esq.
April 15, 2020
Page 2
Response: The Company confirms that the information included in table the entitled “Security Ownership of Certain Beneficial Owners and Management” on page 5 is accurate as of April 3, 2020.
4. Please update the disclosure on page 13 that the audit committee of the Company met five times during 2018.
Response: The Company has revised the referenced disclosure to state that that the audit committee of the Company met five times during 2019.
* * *
If you have any questions or additional comments concerning the foregoing, please contact me at (202) 383-0845 or Jeremy Entwistle at (202) 383-0151.
Sincerely,
Stephani M. Hildebrandt
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Eversheds Sutherland
(US) LLP
700 Sixth Street, NW,
Suite 700
Washington, DC 20001-3980
D: +1 202.383.0845
F: +1 202.637.3593
stephanihildebrandt@
eversheds-sutherland.com
April 15, 2020
Via EDGAR
Securities and Exchange Commission
Division of Investment Management
Attn. Christopher Bellacicco
Attorney, Disclosure Review and Accounting Office
100 F Street, N.E.
Washington, DC 20549
Re: Stellus Capital Investment Corporation
Preliminary Proxy Statement – filed March
20, 2020
Dear Mr. Bellacicco:
On behalf of Stellus Capital Investment Corporation (the “Company”),
set forth below are the Company’s responses to the comments provided by the staff of the Division of Investment Management
(the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the
Company on March 26, 2020 relating to the Company’s Preliminary Proxy Statement on Schedule 14A (File No. 814-00971) (the
“Preliminary Proxy Statement”). The Staff’s comments are set forth below in italics and are followed
by the Company’s responses. Where indicated, revised disclosure will be included in the definitive proxy statement on Schedule
14A filed by the Company (the “Definitive Proxy Statement”) concurrently with this letter.
1. Please confirm whether the Company has a contingency plan in the event that the time, date, or
location of the annual meeting (the “Annual Meeting”) of the Company’s stockholders changes.
The
Company has revised the Preliminary Proxy Statement to indicate that the Annual Meeting will be held virtually, as permitted under
Maryland state law and guidance recently issued by the Staff, in light of the global outbreak of COVID-19.
2. Please add the disclosure required by Item 3 of Schedule 14A regarding
dissenter’s rights.
Response: The Company has revised the
Preliminary Proxy Statement to indicate that the Company’s stockholders do not have rights of appraisal or similar rights
of dissenters with respect to any matter to be acted upon at the Annual Meeting.
3. Please confirm that the table on page 5 entitled “Security Ownership of Certain Beneficial
Owners and Management” will be accurate as of April 3, 2020.
Eversheds Sutherland (US) LLP is part of a global legal
practice, operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description
of the structure and a list of offices, please visit www.eversheds-sutherland.com.
Mr. Christopher Bellacicco,
Esq.
April 15, 2020
Page 2
Response:
The Company confirms that the information included in table the entitled “Security Ownership
of Certain Beneficial Owners and Management” on page 5 is accurate as of April 3, 2020.
4. Please update the disclosure on page 13 that the audit committee of the Company met five times
during 2018.
Response: The Company
has revised the referenced disclosure to state that that the audit committee of the Company met five times during 2019.
* * *
If you have any questions or additional comments concerning
the foregoing, please contact me at (202) 383-0845 or Jeremy Entwistle at (202) 383-0151.
Sincerely,
Stephani M. Hildebrandt