NEW YORK--(BUSINESS WIRE)--Aug. 28, 2017--
BlackRock Capital Investment Corporation (NASDAQ:BKCC) (the “Company”)
announced today that it has commenced a tender offer (the “Tender
Offer”) to purchase any and all of its outstanding 5.50% Convertible
Senior Notes due 2018 (CUSIP No. 092533AB4) (the “Notes”). As of August
28, 2017, there were $115.0 million aggregate principal amount of Notes
outstanding.
Upon the terms and subject to the conditions set forth in the Company’s
Offer to Purchase, dated August 28, 2017 (the “Offer to Purchase”), and
the related Letter of Transmittal, the Company is offering to pay, for
cash, an amount equal to $1,015.00 per $1,000 principal amount of Notes
purchased (the “Purchase Price”). The Tender Offer will expire at 12:00
midnight, New York City time, on September 26, 2017 (one minute after
11:59 p.m., New York City time, on September 25, 2017), or any other
date and time to which the Company extends such Tender Offer (such date
and time, as it may be extended, the “Expiration Date”), unless earlier
terminated.
The Tender Offer is subject to the satisfaction or waiver, in the
Company’s sole discretion, of certain conditions, as described in the
Offer to Purchase, including, but not limited to, the availability of
funds under the Company’s existing revolving credit facility, together
with cash on hand, being sufficient to finance the payment of the
Purchase Price for all Notes validly tendered in the Tender Offer and
accepted for purchase by the Company. The Tender Offer is not
conditioned upon a minimum amount of Notes being tendered. Subject to
applicable law, the Company may extend or terminate the Tender Offer in
its sole discretion.
Tendered Notes may be validly withdrawn from the Tender Offer at or
prior to the Expiration Date.
For Notes that have been validly tendered at or prior to the Expiration
Date and that are accepted for purchase pursuant to the Tender Offer,
settlement will occur within three business days following the
Expiration Date, assuming the conditions to the Tender Offer have been
either satisfied or waived by the Company at or prior to the Expiration
Date as further described in the Offer to Purchase. Accrued and unpaid
interest on the Notes, if any, from August 15, 2017, up to, but not
including, the settlement date, will also be paid in cash on all Notes
purchased in the Tender Offer.
This announcement does not contain the full terms and conditions of the
Tender Offer. The complete terms and conditions of the Tender Offer are
set forth in the Offer to Purchase and related Letter of Transmittal
that are being sent to holders of the Notes. Copies of the Offer to
Purchase and Letter of Transmittal may be obtained from the Information
Agent for the Tender Offer, Global Bondholder Services Corporation, at
(212) 430-3774 (US toll-free) or (866) 470-4200 (collect).
This press release is for informational purposes only and is neither an
offer to buy nor the solicitation of an offer to sell any of the
Company’s outstanding 5.50% Convertible Senior Notes due 2018. The
Tender Offer will be made solely pursuant to the Offer to Purchase, the
Letter of Transmittal and related materials, as they may be amended or
supplemented. Holders should read the Company’s commencement Tender
Offer statement on Schedule TO filed with the SEC in connection with the
Tender Offer, which will include as exhibits the Offer to Purchase, the
Letter of Transmittal and related materials, as well as any amendments
or supplements to the Schedule TO when they become available, because
they will contain important information. Each of these documents will be
filed with the SEC, and, when available, holders may obtain them for
free from the SEC at its website (www.sec.gov)
or from the Company’s information agent in connection with the Tender
Offer.
Forward-Looking Statements
This press release, and other statements that BlackRock Capital
Investment Corporation may make, may contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act, with
respect to BlackRock Capital Investment Corporation’s future financial
or business performance, strategies or expectations. Forward-looking
statements are typically identified by words or phrases such as “trend,”
“potential,” “opportunity,” “pipeline,” “believe,” “comfortable,”
“expect,” “anticipate,” “current,” “intention,” “estimate,” “position,”
“assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,”
“seek,” “achieve,” and similar expressions, or future or conditional
verbs such as “will,” “would,” “should,” “could,” “may” or similar
expressions.
BlackRock Capital Investment Corporation cautions that forward-looking
statements are subject to numerous assumptions, risks and uncertainties,
which may change over time. Forward-looking statements speak only as of
the date they are made, and BlackRock Capital Investment Corporation
assumes no duty to and does not undertake to update forward-looking
statements. Actual results could differ materially from those
anticipated in forward-looking statements and future results could
differ materially from historical performance.
In addition to factors previously disclosed in BlackRock Capital
Investment Corporation’s SEC reports and those identified elsewhere in
this press release, the following factors, among others, could cause
actual results to differ materially from forward-looking statements or
historical performance: (1) our future operating results; (2) our
business prospects and the prospects of our portfolio companies; (3) the
impact of investments that we expect to make; (4) our contractual
arrangements and relationships with third parties; (5) the dependence of
our future success on the general economy and its impact on the
industries in which we invest; (6) the financial condition of and
ability of our current and prospective portfolio companies to achieve
their objectives; (7) our expected financings and investments; (8) the
adequacy of our cash resources and working capital, including our
ability to obtain continued financing on favorable terms; (9) the timing
of cash flows, if any, from the operations of our portfolio companies;
(10) the impact of increased competition; (11) the ability of our
investment advisor to locate suitable investments for us and to monitor
and administer our investments; (12) potential conflicts of interest in
the allocation of opportunities between us and other investment funds
managed by our investment advisor or its affiliates; (13) the ability of
our investment advisor to attract and retain highly talented
professionals; (14) changes in law and policy accompanying the new
administration and uncertainty pending any such changes; (15) increased
geopolitical unrest, terrorist attacks or acts of war, which may
adversely affect the general economy, domestic and local financial and
capital markets, or the specific industries of our portfolio companies;
(16) changes and volatility in political, economic or industry
conditions, the interest rate environment, foreign exchange rates or
financial and capital markets; (17) the unfavorable resolution of legal
proceedings; and (18) the impact of changes to tax legislation and,
generally, our tax position.
BlackRock Capital Investment Corporation’s Annual Report on Form 10-K
for the year ended December 31, 2016, filed with the SEC identifies
additional factors that can affect forward-looking statements.
Available Information
BlackRock Capital Investment Corporation’s filings with the SEC, press
releases, earnings releases and other financial information are
available on its website at www.blackrockbkcc.com.
The information contained on the Company’s website is not a part of this
press release.
About BlackRock Capital Investment Corporation
Formed in 2005, BlackRock Capital Investment Corporation is a business
development company that provides debt and equity capital to
middle-market companies.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170828005158/en/
Source: BlackRock Capital Investment Corporation
BlackRock Capital Investment Corporation
Investors:
Nik
Singhal, 212-810-5427
or
Press:
Brian Beades,
212-810-5596