Runway Growth Finance (RWAY) Proxy Filing summary

Executive summary

• Special Meeting scheduled for December 13, 2024, to approve a new investment management agreement due to a change in control of the Adviser, with no changes to management or agreement terms.

• The Adviser, Runway Growth Capital LLC, will be acquired by RGC Group Acquisition, LLC, owned by SOF III, an affiliate of BC Partners Advisors L.P.

• The Board unanimously recommends approval, citing benefits such as enhanced access to capital, expanded origination channels, and continuity in leadership.

• The transaction is expected to close in Q4 2024, pending shareholder approval.

Voting matters and shareholder proposals

• Shareholders are asked to approve the New Advisory Agreement and, if necessary, the adjournment of the meeting to solicit additional proxies.

• Approval requires a majority of outstanding voting securities as defined by the 1940 Act.

• If not approved, alternatives include seeking a new adviser or liquidating the company.

Board of directors and corporate governance

• The Board, including all Independent Directors, unanimously approved the New Advisory Agreement.

• An additional Independent Director will be appointed before closing, resulting in 75% of the Board being Independent Directors, in compliance with Section 15(f) of the 1940 Act.

• The Board considered the nature, extent, and quality of services, investment performance, costs, economies of scale, and potential conflicts in its approval process.