FOR IMMEDIATE RELEASE:
September 6, 2007
Contact
John Erickson, Chief Financial Officer (301) 951-6122
Tom McHale, Senior Vice President, Finance (301) 951-6122
AMERICAN CAPITAL ANNOUNCES PUBLIC OFFERING OF COMMON STOCK
Bethesda, MD – September 6, 2007 – American Capital Strategies Ltd. (“American Capital” or the “Company”) (Nasdaq: ACAS) announced today it plans to make a public offering of approximately 5 million shares of its common stock, subject to market conditions, 4 million shares of which are being offered by Citigroup Global Markets Inc., UBS Securities LLC and Wachovia Capital Markets, LLC or certain of their respective affiliates (the "Counter-Parties" and each, a “Counter-Party”) in connection with agreements to purchase common stock from American Capital at a future date, and 1 million shares of which are being offered directly by American Capital. The Company has granted the underwriters an option to purchase up to an additional 750,000 shares to cover over-allotments.
A.G. Edwards & Sons, Inc., Robert W. Baird & Co. Incorporated, BB&T Capital Markets, a division of Scott and Stringfellow, Inc., William Blair & Company, L.L.C. and Stifel, Nicolaus & Company, Incorporated are co-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 agreements (the "Forward Sale Agreements") with the Counter-Parties under which American Capital will agree to sell to the Counter-Parties in the aggregate 4 million shares of common stock (or a smaller number of shares) at the same offering price per share (the “Offering Price”) as the 1 million shares being offered directly by American Capital in this offering, 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. In connection with hedging their respective exposures under the Forward Sale Agreements, the Counter-Parties are expected to borrow from third party lenders and sell in the aggregate 4 million (or such smaller number of shares that they are able to borrow) of the offered shares of the Company's common stock at the close of this offering at the Offering Price.
American Capital expects to use substantially all of the net proceeds from the sale of its shares, and the subsequent sale of shares under the Forward Sale Agreements, if any, to reduce the borrowings under American Capital’s existing revolving credit facilities and to fund investments. Reducing borrowings under the revolving credit facilities 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 Citi, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, New York 11220 (telephone number: 718-765-6732), UBS Investment Bank, 299 Park Avenue, New York, NY 10171 or Wachovia Capital Markets, LLC, 375 Park Avenue, New York, New York 10152-4077, Attn: Equity Syndicate, equity.syndicate@wachovia.com.
ABOUT AMERICAN CAPITAL
American Capital is the only alternative asset management company that is a member of the S&P 500. With $17 billion in assets under management1, including its investments in externally managed funds, American Capital is the largest U.S. publicly traded private equity fund and one of the largest publicly traded alternative asset managers. American Capital, both directly and through its global asset management business, is an investor in management and employee buyouts, private equity buyouts, and early stage and mature private and public companies. American Capital provides senior debt, mezzanine debt and equity to fund growth, acquisitions, recapitalizations and securitizations. American Capital and its affiliates invest from $5 million to $800 million per company in North America and €5 million to €500 million per company in Europe.
1Assets Under Management is an estimate of internally and externally managed assets as of July 31, 2007 and does not include any fair value adjustments subsequent to June 30, 2007.
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.
HEADQUARTERS
Washington, DC
2 Bethesda Metro Center
14th Floor
Bethesda, MD 20814
(301) 951-6122
(301) 654-6714 fax
Info@AmericanCapital.com
REGIONAL OFFICES
Chicago
111 South Wacker Drive
Suite 4000
Chicago, IL 60606
(312) 681-7400
(312) 454-0600 fax
Dallas
2200 Ross Avenue
Suite 4500W
Dallas, TX 75201
(214) 273-6630
(214) 273-6635 fax
Frankfurt*
Niederlassung Frankfurt
Taunusanlage 18
60325 Frankfurt am Main
+49 (0) 69 71 71 297 -0
+49 (0) 69 71 71 297-30 fax
London*
25 Bedford Street
London WC2E 9ES
United Kingdom
+44 (0)207 539 7000
+44 (0)207 539 7001 fax
Los Angeles
11755 Wilshire Blvd.
Los Angeles, CA 90025
(310) 806-6280
(310) 806-6299 fax
Madrid*
C/Lopez de Hoyos, 35, 1°
28002 Madrid
Spain
+(34) 91 745 99 63
New York
505 Fifth Avenue
26th Floor
New York, NY 10017
(212) 213-2009
(212) 213-2060 fax
Paris*
55, Avenue Hoche
75008 Paris
France
+33 (0)1 40 68 06 66
+33 (0)1 40 68 06 88 fax
Palo Alto
525 University Avenue
Suite 500
Palo Alto, CA 94301
(650) 289-4560
(650) 289-4570 fax
Philadelphia
Three Hundred Four Falls, Suite 770
300 Conshohocken State Road
West Conshohocken, PA 19428
(610) 238-0210
(610) 238-0230 fax
San Francisco
Three Embarcadero Center
Suite 2320
San Francisco, CA 94111
(415) 591-0120
(415) 591-0111 fax