MCG Capital (MCGC) – Odd Lot Tender Offer – minimal upside currently

Current Price – $3.64

Offer Price – $3.25 - $3.75

Upside – 3% or $11 ( for odd lot holders, if the upper pricing limit is used)

Expiration date –  3 December 2014

SEC Filling

Summary:

MCG Capital Corporation hereby offers to purchase for cash up to $75.0 million of shares of its issued and outstanding common stock. We are offering to purchase the shares at a price not less than $3.25 and not more than $3.75 per share, less any applicable withholding taxes and without interest. In addition, if shares with an aggregate purchase price of more than $75.0 million are tendered in the tender offer at or below the Purchase Price. Assuming that the conditions to the tender offer are satisfied or waived and the tender offer is fully subscribed, if the Purchase Price per share is $3.25 we would purchase up to 23,076,923 shares and if the Purchase Price per share is $3.75 we would purchase 20,000,000 shares, representing approximately 53% and 46%, respectively, of our outstanding shares as of the date of this Offer to Purchase.

No proration for Odd Lot holders:

If you own, beneficially or of record, fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the Purchase Price prior to the Expiration Date (and do not properly withdraw such shares) and you complete the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the tender offer are satisfied or waived, we will purchase all of your shares without subjecting them to proration

Source of Funds:

Assuming tender offer is fully subscribed, we expect that the aggregate purchase price will be $75.0 million. We expect to fund the purchase of shares tendered in the tender offer and the payment of related fees and expenses from cash on hand.