Institutional Shareholder Services Recommends Corrpro Shareholders Vote in Favor of Corrpro Refinancing and Recapitalization Pla
10 3월 2004 - 11:30PM
PR Newswire (US)
Institutional Shareholder Services Recommends Corrpro Shareholders
Vote in Favor of Corrpro Refinancing and Recapitalization Plan
MEDINA, Ohio, March 10 /PRNewswire-FirstCall/ -- Corrpro Companies,
Inc. , today announced that Institutional Shareholder Services
("ISS"), recognized worldwide as an independent authority on public
company shareholder matters and corporate governance, has issued a
formal recommendation to its institutional clients holding shares
in Corrpro to vote in favor of the proposals of management relating
to Corrpro's plan of refinancing and recapitalization. ISS is the
leading provider of proxy voting and corporate governance services
for institutional and corporate clients worldwide. The proposed
refinancing and recapitalization plan is being submitted to
Corrpro's shareholders for approval at a March 16, 2004 special
shareholders' meeting. It consists of a number of interdependent
proposals, including approval of a $13 million cash investment by
an entity controlled byWingate Partners III, L.P. in return for the
issuance of $13 million of a new issue of preferred stock, together
with the issuance of warrants to the Wingate affiliate to acquire
40% of the fully-diluted common stock of the Company at a nominal
exercise price. As part of the refinancing plan, once approved,
CapitalSource Finance LLC, a subsidiary of CapitalSource Inc.
(NYSE:CSE), has agreed to provide to the Company a $40 million
senior secured credit facility, subject to the satisfaction of
certaincustomary closing conditions, consisting of a revolving
credit line, a term loan with a five-year maturity and a letter of
credit sub-facility. In addition, American Capital Strategies Ltd.
(NASDAQ:ACAS) ("American Capital") has agreed to provide $14
million of secured subordinated debt to the Company, subject to the
satisfaction of certain customary closing conditions. Shareholders
are also being asked to approve the issuance to American Capital of
warrants to acquire 13% of the fully diluted common stock of the
Company at a nominal exercise price in connection with the
refinancing. The proceeds of the refinancing will be used to repay
by March 31, 2004 the debt owed its current senior lenders, a
lending group led by Bank One N.A., and The Prudential Insurance
Company of America. The Company has filed with the Securities and
Exchange Commission ("SEC") and mailed to its shareholders a
definitive proxy statement in connection with the proposals to be
considered and voted upon at the special meeting. "The ISS
recommendation confirms management's belief in the importance of
the approval of this plan for the future of our Company. It is
essential that our shareholders recognize that this refinancing
plan, which is the culmination of a rigorous process under which
hundreds of potential sources of capital were contacted, represents
the best alternative available for both the Company's shareholders
and the Company," commented Joseph W. Rog, Chairman, CEO and
President. "Failure to complete the refinancing transaction on a
timely basis would likely result in the issuance of default notices
and the commencement of foreclosure proceedings by the Company's
current lenders. In such case, there is no currently foreseeable
alternative available to the Company other than filing for
protection under applicable bankruptcy laws." The Company urges its
shareholders to read the proxy statement carefully, as the proxy
statement contains important information regarding the proposals to
be considered and voted upon at the special meeting. If the
refinancing and recapitalization plan is not approved by the
requisite majority of shareholders, the Company will be obligated
to pay substantial breakup fees as described in the proxy
statement. The Company and its directors and officers may be deemed
to be participants in the solicitation of proxies with respect to
the proposals to be considered and voted upon at the special
meeting. Information regarding the ownership interests of the
Company's directors and executive officers is contained in the
Company's special meeting proxy statement and its Annual Report on
Form 10-K for the fiscal year ended March 31, 2003. The Company's
shareholders and other investors may obtain a free copy of the
Company's proxy statement, and other documents filed by the Company
with the SEC by visiting the SEC's website at http://www.sec.gov/
or the Company's website at http://www.corrpro.com/ . Free copies
of the Company's proxy statement, and other documents filed with
the SEC may also be obtained by sending a written request to the
Company at 1090 Enterprise Drive, Medina, Ohio 44256, Attention:
Investor Relations, by telephone at (330) 723-5082, or by email at
. Corrpro, headquartered in Medina, Ohio, with offices worldwide,
is a leading provider of corrosion control engineering services,
systems and equipment to the infrastructure, environmental and
energy markets around the world. Corrpro is the leading provider of
cathodic protection systems and engineering services, as well as a
leading supplier of corrosion protection services relating to
coatings, pipeline integrity and reinforced concrete structures.
Wingate Partners III, L.P., headquartered in Dallas, Texas, is a
private investment firm focused on making equity investments in
businesses going through significant transition. Except for
historical information, the matters discussed in this press release
are forward-looking statements relating to the business of the
Company. The forward-lookingstatements are made under the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. Words such as "anticipates," "expects," "intends,"
"plans," "believes," "seeks," "estimates" or variations of such
words and similar expressions are intended to identify such
forward-looking statements. The Company believes that the following
factors, among others, could affect its future performance and
cause its actual results to differ materially from those that are
expressed or implied by forward-looking statements, or diminish the
liquidity of its common shares: the Company's ability to receive
shareholder approval of the transactions described herein and, as a
result thereof, to consummate the proposed recapitalization and
refinancing; the ability to fulfill the conditions to closing and,
as a result thereof, to consummate the proposed recapitalization
and refinancing; the extension, amendment or refinancing of the
Company's existing debt and the terms and timing thereof; the
Company's ability to successfully divest certain of its non-core
and international business units and the timing, terms and
conditions of any such divestitures; the impact of any litigation
or regulatory process related to the financial statement
restatement process, including the filed and dismissed class action
litigation (the dismissal of which has been appealed);
qualification requirements and termination provisions relating to
government jobs; the impact of inclement weather on the Company's
operations; the impact of energy prices on the Company's and its
customers' businesses; adverse developments in pending litigation
or regulatory matters; the Company's ability to satisfy the listing
and trading requirements of the American Stock Exchange ("AMEX"),
including compliance with the Company's plan to regain compliance
with applicable AMEX requirements, (which, if not satisfied, could
result in the suspension of trading or delisting of the Company's
shares from the exchange and could diminish the liquidity of its
common shares) or any other national exchange on which its shares
are or will be listed or otherwise to provide a trading venue for
its shares; and the impact of changing global political and
economic conditions. Further information concerning factors that
may affect the Company's business and performance are set forth in
the Company's filings with the Securities and Exchange Commission.
The Company assumes no obligation to update any of the information
contained or referenced in thispress release. DATASOURCE: Corrpro
Companies, Inc. CONTACT: Robert Mayer, Chief Financial Officer of
Corrpro Companies, Inc., +1-330-723-5082 Web site:
http://www.corrpro.com/
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