UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 8-K

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C 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): May 30, 2017 EQUUS TOTAL RETURN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction (Commission File (IRS Employer Of Incorporation) Number) Identification No.) 700 Louisiana Street, 48 th Floor, Houston, Texas (Address of Principal Executive Offices) (Zip Code) Registrant s telephone number, including area code: (713) N/A (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: [X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR ) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR b-2). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

3 Item 1.02 Termination of a Material Definitive Agreement. On May 30, 2017, Equus Total Return, Inc. ( Equus or the Company ) received written notice that U.S. Gas & Electric, Inc. ( USG&E ) and its controlling shareholder MVC Capital, Inc. ( MVC ) had terminated the Stock Purchase Agreement and Plan of Merger, dated April 24, 2017 ( Merger Agreement ), between Equus, certain shareholders of USG&E, and MVC as the representative of the selling USG&E stockholders. On May 30, 2017, USG&E and MVC notified Equus that it had accepted a proposal from Crius Energy Trust, that was considered by the respective boards of directors of USG&E and MVC to constitute a Superior Proposal (as such term is defined in the Merger Agreement) to the terms and conditions of the Merger Agreement, and, accordingly, provided Equus with a notice of termination pursuant to Section 10.01(c)(iii) of the Merger Agreement. Further, pursuant to Section 10.02(b) of the Merger Agreement, USG&E paid Equus a termination fee of $2.5 million. The full text of the Merger Agreement is attached to the Company s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 24, 2017 and is incorporated herein by reference. As a result of the termination of the Merger Agreement, Amendment No. 1, dated April 24, 2017, to the Share Exchange Agreement entered into between Equus and MVC on May 14, 2014, was also terminated and the Share Exchange Agreement, as originally constituted, remained in effect. The full text of the Share Exchange Agreement is attached to the Company s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2014 and is incorporated herein by reference. Item 8.01 Other Events. On May 30, 2017, the Company issued a press release announcing the termination of the Merger Agreement. The text of the press release is included as Exhibit 99.1 to this Current Report and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Press release issued on May 30, 2017 by Equus Total Return, Inc.

4 SIGNATURES 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. Equus Total Return, Inc. Date: May 31, 2017 By: /s/ Kenneth I. Denos Name: Kenneth I. Denos Title: Secretary

5 Exhibit 99.1 U.S. GAS & ELECTRIC AND MVC CAPITAL ACCEPT ALTERNATIVE OFFER AND TERMINATE AGREEMENT WITH EQUUS MVC Reaffirms Commitment to Support Equus in Pursuing a Transformative Reorganization HOUSTON, TX May 30, 2017 Equus Total Return, Inc. (NYSE: EQS) ( Equus or the Company ) today announced that U.S. Gas & Electric, Inc. ( USG&E ) and its controlling shareholder MVC Capital, Inc. ( MVC ) have terminated the Stock Purchase Agreement and Plan of Merger, dated April 24, 2017 ( Merger Agreement ), between Equus, certain shareholders of USG&E, and MVC as the representative of the selling USG&E stockholders. On May 30, 2017, USG&E and MVC notified Equus that it had accepted a proposal from Crius Energy Trust, that was considered by the respective boards of directors of USG&E and MVC to constitute a Superior Proposal (as such term is defined in the Merger Agreement) to the terms and conditions of the Merger Agreement, and accordingly provided Equus with a notice of termination. Pursuant to the Merger Agreement, USG&E paid Equus a termination fee of $2.5 million. Notwithstanding the termination, Equus intends to pursue other merger and acquisition opportunities seeking to complete its plan of reorganization, within the meaning of Section 2(a)(33) of the Investment Company Act of While we regret that we will not conclude the acquisition of U.S. Gas & Electric, stated John Hardy, Chief Executive Officer of Equus. Nevertheless, we remain committed to achieving a transformative reorganization for the benefit of Equus and its shareholders. As the Company s largest shareholder, we reaffirm our commitment to support Equus in pursuing a transformative transaction to become an operating company stated Michael Tokarz, the Chairman & Portfolio Manager of MVC. We fully support Equus and its management in sourcing, identifying and evaluating prospective companies to achieve this strategic objective. About Equus Equus is presently a business development company (BDC) that trades as a closed-end fund on the New York Stock Exchange, under the symbol "EQS". Additional information about Equus can be obtained from its website at Forward-Looking Statements This press release contains certain forward-looking statements regarding possible future circumstances. These forward-looking statements are based upon the Company s current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements including, in particular, the performance of the Company, including our ability to achieve our expected financial and business objectives, our ability to conclude our plan of reorganization and complete the transactions contemplated thereby, the performance

6 of our existing portfolio investments, the other risks and uncertainties described herein, as well as those contained in the Company s filings with the SEC. Actual results, events, and performance may differ. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date hereof. The Company undertakes no obligation to release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The inclusion of any statement in this release does not constitute an admission by the Company or any other person that the events or circumstances described in such statements are material. Contacts: Patricia Baronowski Pristine Advisers, LLC (631)