American Capital Prices Public Offering of Common Stock
31 3월 2006 - 12:00AM
PR Newswire (US)
BETHESDA, Md., March 30 /PRNewswire-FirstCall/ -- American Capital
Strategies Ltd. ("American Capital" or the "Company") (NASDAQ:ACAS)
announced today it has priced its public offering of 12 million
shares of its common stock at $35.31 per share. Of those shares, 8
million shares are being offered directly by the Company and 4
million shares are being offered by the Counter- Parties (as
defined below) in connection with agreements to purchase common
stock from American Capital at a future date (the "Forward Sale
Agreements"), as discussed below. American Capital has granted the
underwriters an option to purchase up to an additional 1,800,000
shares of common stock to cover over- allotments. The offering is
subject to customary closing conditions and is expected to close on
Tuesday, April 4, 2006. Citigroup Corporate and Investment Banking,
Wachovia Capital Markets, LLC, J.P. Morgan Securities Inc., UBS
Securities LLC, A.G. Edwards & Sons, Inc., Bear, Stearns &
Co. Inc., BB&T Capital Markets, a division of Scott and
Stringfellow, Inc., Piper Jaffray & Co., BNP Paribas Securities
Corp., Calyon Securities (USA) Inc. and RBC Capital Markets
Corporation are the underwriters for the offering. Citigroup
Corporate and Investment Banking and Wachovia Capital Markets, LLC
are joint book running managers for the offering. 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 an
agreement (each, a "Forward Sale Agreement") with each of Citigroup
Global Markets Inc. and an affiliate of Wachovia Capital Markets,
LLC (the "Counter-Parties" and each, a "Counter-Party"), under
which the Counter-Parties will agree to borrow and sell to retail
and institutional investors in the aggregate 4 million of the
offered shares of the Company's common stock at the close of this
offering at the same offering price (the "Offering Price") as the 8
million shares being offered directly by American Capital. Under
the Forward Sale Agreements, American Capital will agree with the
Counter-Parties that American Capital must sell to them in the
aggregate 4 million shares of common stock at the Offering Price
per share, subject to certain adjustments. The timing of these
sales, which must occur within the next year, will generally be
determined by American Capital. The Company will physically settle
each Forward Sale Agreement by delivering shares of common stock to
the Counter-Party under the relevant Forward Sale Agreement and
such Counter-Party will deliver the Offering Price subject to
certain adjustments to the Company upon each settlement. American
Capital expects to use substantially all of the net proceeds of
approximately $271 million from the direct sale of 8 million shares
of common stock to reduce the borrowings under the Company's
existing revolving credit facilities and to fund investments.
American Capital expects to use substantially all of the net
proceeds from the shares of common stock being offered pursuant to
the Forward Sale Agreements, which initially are valued at
approximately $136 million, subject to certain adjustments,
primarily to reduce the borrowings under the Company's existing
revolving credit facilities and to fund investments. Reducing
borrowings under the revolving credit facilities will create
availability under the 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 Citigroup Corporate and Investment Banking, 140 58th Street,
8th Floor, Brooklyn, New York 11220 (telephone number:
718-765-6732) or Wachovia Capital Markets, LLC, 375 Park Avenue,
New York, New York 10152-4077, Attn: Equity Syndicate, . ABOUT
AMERICAN CAPITAL American Capital is a publicly traded buyout and
mezzanine fund with capital resources of approximately $7 billion.
American Capital invests in and sponsors management and employee
buyouts, invests in private equity buyouts, provides capital
directly to early stage and mature private and small public
companies and through its asset management business is a manager of
debt and equity investments in private companies and commercial
loan obligations. American Capital provides senior debt, mezzanine
debt and equity to fund growth, acquisitions, recapitalizations and
securitizations. American Capital invests up to $300 million per
transaction. This press release contains forward-looking
statements. The statements regarding expected results of American
Capital 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 or international economic conditions,
or changes in the conditions of the industries in which American
Capital has made investments. DATASOURCE: American Capital
Strategies Ltd. CONTACT: Tom McHale, Senior Vice President, Finance
of American Capital Strategies Ltd., +1-301-951-6122 Web site:
http://www.americancapital.com/
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