American Capital Strategies Ltd.
American Capital Announces Public Offering of Common Stock
Bethesda, Maryland (ots/PRNewswire)
American Capital Strategies
Ltd. ("American Capital" or the "Company") (Nasdaq: ACAS) announced
today it plans to make a public offering of 10,000,000 shares of its
common stock, of which 6,000,000 shares are being offered by the
underwriters in connection with agreements to purchase common stock
from American Capital at a future date as discussed below and
4,000,000 shares are being offered directly by American Capital.
American Capital has granted the underwriters an option to purchase
up to an additional 1,500,000 shares to cover over-allotments.Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., J.P. Morgan Securities Inc., UBS Securities LLC, A.G. Edwards & Sons, Inc. and Legg Mason Wood Walker, Incorporated are the underwriters for the offering. The joint book-running managers for the offering are Wachovia Capital Markets, LLC and Citigroup Global Markets Inc. J.P. Morgan Securities Inc. is serving as the sole structuring agent for the equity forward sale agreements.
The offering will be made under American Capital's existing shelf registration statement filed with the Securities and Exchange Commission. In connection with the offering, American Capital will enter into agreements (the "Forward Sale Agreements") with affiliates of J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Wachovia Capital Markets, LLC (the "Future Purchasers"), under which the Future Purchasers will agree to borrow and sell to retail and institutional investors 6,000,000 shares of the Company's common stock at the close of this offering at the same offering price (the "Offering Price") as the 4,000,000 shares being offered directly by American Capital are sold. Under the Forward Sale Agreements, the Future Purchasers will agree to buy a total of 6,000,000 shares of the Company's common stock, at such times as the Company elects, over the next twelve months. The Company will physically settle all transactions under the Forward Sale Agreements by delivering shares of common stock and the Future Purchasers will deliver the Offering Price less certain adjustments upon each settlement.
American Capital expects to use the net proceeds from the offering, from the direct sale of 4,000,000 shares and from the subsequent sale of 6,000,000 shares under the Forward Sale Agreements, primarily to reduce the borrowings under the Company's existing revolving credit facilities and to fund investments. This will create availability under these facilities, which will generally be used for funding future American Capital investments and general corporate purposes.
This press release is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offering of these securities will be made only by means of a prospectus and a related prospectus supplement. When available, copies of the prospectus and prospectus supplement may be obtained from Wachovia Capital Markets, LLC at 7 Saint Paul Street, 1st Floor, Baltimore, MD 21202, or Citigroup Global Markets Inc., 140 58th Street, 8th Floor, Brooklyn, New York 11220 (telephone number: +1-718-765-6732).
American Capital is a publicly traded buyout and mezzanine fund with capital resources exceeding USD$3.6 billion. American Capital is an investor in and sponsor of management and employee buyouts, invests in private equity sponsored buyouts and provides capital directly to private and small public companies. American Capital provides senior debt, mezzanine debt and equity to fund growth, acquisitions and recapitalizations.
This press release contains forward-looking statements. The statements regarding expected results of American Capital Strategies are subject to various factors and uncertainties, including the uncertainties associated with the timing of transaction closings, changes in interest rates, availability of transactions, changes in regional, national and international economic conditions, and changes in the conditions of the industries in which American Capital has made investments.
Web site: http://www.americancapital.com
Contact:
Tom McHale, Vice President, Finance and Investor Relations of
American Capital Strategies Ltd., +1-301-951-6122/ FCMN Contact:
Brian.Maney@AmericanCapital.com