BETHESDA, Md., June 9 /PRNewswire-FirstCall/ -- American
Capital, Ltd. (Nasdaq: ACAS) (the "Company") announced today that
it has made certain amendments to its private offers to exchange
its outstanding unsecured public and private notes for cash
payments and new secured notes (the "Exchange Offers") and its
standby plan of reorganization (the "Standby Plan"). The
Company also announced that it has extended the deadline for
tendering into the Exchange Offers and voting on the Standby
Plan.
The amended terms of the Exchange Offers include an additional
exchange option for holders of the Company's unsecured public
6.85% Senior Notes due August 1,
2012 (the "Public Notes"). The holders of the Public
Notes also now have the right to exchange Public Notes for a series
of non-amortizing new notes ("Call-Protected Secured Notes"), which
will have a make-whole redemption provision prior to August 1, 2012 similar to that in the current
Public Notes and no cash consideration other than the two percent
fee and minimum cash payment previously provided. The other
terms of the Call-Protected Secured Notes are substantially the
same as the terms of the other notes being offered in the Exchange
Offers.
The amended terms of the Standby Plan include, among others,
that all holders of the Public Notes that constitute Class 6,
Public Notes Claims, would receive Call-Protected Secured Notes in
satisfaction of their claims and would not receive a share of the
case payment under the Standby Plan.
The Company also entered into a lock-up agreement on
June 9, 2010, with certain holders of
Public Notes who have represented that they own beneficially
approximately 43% of the Public Notes, pursuant to which they
agreed, among other things, to:
- tender their Public Notes in the Exchange Offers and vote their
Public Notes to accept the Standby Plan to the extent
possible;
- cause a meeting of the ad hoc group of holders of Public Notes
to be convened and recommend that such holders (i) tender all their
Public Notes in the Exchange Offers, (ii) vote their Public Notes
to accept the Standby Plan to the extent possible, and (iii) enter
into the lock-up agreement; and
- upon the request of the Company, act to support, through the
public note steering committee, to reduce the percentage of the
principal amount of Public Notes required as a condition to the
Exchange Offers from 85% to such percent as may be specified by the
Company, but not less than 51%.
Because of the amendments to the Exchange Offers and the Standby
Plan, the Company has extended (i) the expiration time of the
Exchange Offers and the consent solicitation of its outstanding
public notes (the "Consent Solicitation") and (ii) the voting
deadline of its solicitation of votes to accept the Standby Plan
(the "Standby Plan Solicitation"). The Exchange Offers, the
Consent Solicitation and the Standby Plan Solicitation will now
expire at 11:59 p.m., New York City time, on June 22, 2010, unless further extended or earlier
terminated. They were previously scheduled to expire at
11.59 p.m. New York City time, on June 9, 2010 (as previously extended).
Each holder of the Private Notes and Public Notes (other than
certain holders who held $100,000 or
less of Public Notes on April 30,
2010) who has prior to June 9,
2010, tendered its notes in the Exchange Offers has the
right to withdraw such tender at any time prior to the scheduled
expiration time on June 22, 2010
(without giving effect to any further extension). Any
creditor that has previously submitted a properly completed ballot
may change its vote for acceptance or rejection of the Standby Plan
at any time prior to the new voting deadline on June 22, 2010, as the same may be extended.
The Company has been advised of the following information by, as
applicable, the exchange agent for the Exchange Offers and the
voting agent for the Standby Plan, as of 5:00 p.m.
New York City time on June 9, 2010:
- With regard to lenders under the Company's existing credit
agreement, whose approximately $1.4
billion of claims constitute Class 3, Existing Credit
Agreement Claims, under the Standby Plan, all of the lenders by
outstanding principal amount participated in the solicitation of
votes for the Standby Plan, with 100% in principal amount and 100%
in number of votes cast supporting the Standby Plan. Although
the lenders under the existing credit agreement do not participate
in the Exchange Offers, as previously announced, they are parties
to a lock-up agreement pursuant to which they are obligated to
undertake a restructuring of the credit agreement on terms
equivalent to those offered to the holders of the Company's
unsecured public and private notes in the Exchange Offers.
- With regard to the holders of the Company's unsecured private
notes (the "Private Notes"), whose approximately $406 million in claims constitute Class 4,
Private Notes Claims, under the Standby Plan, approximately 70% of
holders by outstanding principal amount participated in the
solicitation of votes for the Standby Plan, of which 100% in
principal amount and 100% in number of votes cast supported the
Standby Plan. With regard to the Exchange Offers, the
following unsecured private notes have been tendered:
- $83.7 million in aggregate
principal amount (100%) of outstanding 5.92% Senior Notes, Series A
due September 1, 2009.
- $94.9 million in aggregate
principal amount (100%) of outstanding 6.46% Senior Notes, Series B
due September 1, 2011.
- $134.2 million in aggregate
principal amount (100%) of outstanding 6.14% Senior Notes, Series
2005-A due August 1, 2010.
- None of the outstanding Floating Rate Senior Notes, Series
2005-B due October 30, 2020.
- Euro 14.8 million in aggregate
principal amount (100%) of outstanding 5.177% Senior Notes, Series
2006-A due February 9, 2011.
- 3.3 million pounds Sterling in
aggregate principal amount (100%) of outstanding 6.565% Senior
Notes, Series 2006-B due February 9,
2011.
- With regard to the holders of the Company's unsecured public
6.85% Senior Notes due August 1,
2012 (the "Public Notes"), whose approximately $550 million in claims constitute Class 6,
Public Notes Claims, under the Standby Plan, approximately 79.7% of
holders by outstanding principal amount participated in the
solicitation of votes for the Standby Plan, of which approximately
5.71% in principal amount and 14.0% in number of votes cast
supported the Standby Plan. With regard to the Exchange
Offers, $37.4 million in aggregate
principal amount (approximately 6.8%) of outstanding unsecured
public notes have been tendered and the same percentage has voted
in favor of the Consent Solicitation.
- With regard to the holders of the Company's outstanding swap
agreements, whose claims constitute Class 7, Swap Claims, under the
Standby Plan, all of the holders by notional amount participated in
the solicitation of votes for the Standby Plan, with 100% in
notional amount and 100% in number of votes cast supporting the
Standby Plan.
This press release and its contents are not an offer to sell or
purchase or an offer to exchange or a solicitation of acceptance of
an offer to sell or purchase or offer to exchange any security.
Any such offer or solicitation shall be made solely by means
of an offering memorandum or other offer document furnished to
existing security holders and any securities that are offered have
not been, and will not be, registered under the Securities Act of
1933, as amended, or any state securities laws and may not be
offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.
ABOUT AMERICAN CAPITAL
American Capital is a publicly traded private equity firm and
global asset manager. American Capital, both directly and through
its asset management business, originates, underwrites and manages
investments in middle market private equity, leveraged finance,
real estate and structured products. Founded in 1986,
American Capital has $14 billion in
capital resources under management and eight offices in the U.S.,
Europe and Asia. For further information, please
refer to www.AmericanCapital.com.
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.
Contact:
Investors - (301) 951-5917
SOURCE American Capital, Ltd.