SANTA MONICA, Calif.,
Aug. 30, 2016 /PRNewswire/
-- TCP Capital Corp. (NASDAQ: TCPC) (the "Company") announced
today the pricing of $125 million in
aggregate principal amount of 4.625% convertible senior unsecured
notes due 2022 (the "Notes"). The Company has also granted the
initial purchasers of the Notes an option to purchase up to an
additional $15 million in aggregate
principal amount of the Notes to cover overallotments. The closing
of the transaction is subject to customary closing conditions and
the Notes are expected to be delivered and paid for on September 6, 2016.
The Notes bear interest at a rate of 4.625% per year, payable
semiannually. In certain circumstances, the Notes will be
convertible into shares of the Company's common stock based on an
initial conversion rate of 54.5019 shares of the Company's common
stock per $1,000 principal amount of
Notes, which is equivalent to an initial conversion price of
approximately $18.35 per share of
common stock, subject to customary anti-dilution adjustments. The
conversion price is approximately 10% over the last reported sale
price of the Company's common stock on August 30, 2016, which was $16.68 per share.
The Notes will mature on March 1,
2022, unless previously converted in accordance with their
terms. The Company will pay or deliver, subject to the terms of the
documents governing the Notes, cash, shares of the Company's common
stock or a combination of cash and shares of common stock, at the
Company's election. The Notes will be general unsecured obligations
of the Company, will rank equally in right of payment with the
Company's existing and future senior unsecured debt, and will rank
senior in right of payment to any potential subordinated debt,
should any be issued in the future.
The Company intends to use the net proceeds of this offering to
repay indebtedness under its revolving credit facilities (which
will increase the funds available under the revolving credit
facilities to make additional investments in portfolio companies in
accordance with its investment objective) and for other general
corporate purposes. The Notes have no restrictions related to the
type and security of assets in which the Company might invest.
The Notes and the shares of common stock underlying the Notes
have not been registered under the Securities Act, as amended
(the "Securities Act"), or any applicable state securities laws.
The Notes will be offered only to qualified institutional
buyers pursuant to Rule 144A promulgated under the Securities
Act. Unless so registered, the Notes may not be offered or
sold in the United States except
pursuant to an exemption from the registration requirements of the
Securities Act and applicable state securities laws.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy the Notes, nor shall there be
any sale of these securities, in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any state. This press
release is being issued pursuant to and in accordance with Rule
135c under the Securities Act.
About TCP Capital Corp.
TCP Capital Corp. (NASDAQ: TCPC) is a specialty finance company
focused on performing credit lending to middle-market companies as
well as small businesses. TCPC lends primarily to companies with
established market positions, strong regional or national
operations, differentiated products and services and sustainable
competitive advantages, investing across industries where it has
significant knowledge and expertise. TCPC's investment objective is
to achieve high total returns through current income and capital
appreciation, with an emphasis on principal protection. TCPC is a
publicly-traded business development company, or BDC, regulated
under the Investment Company Act of 1940 and is externally managed
by its advisor, Tennenbaum Capital Partners, LLC, a leading
alternative investment manager.
Forward-Looking Statements
Prospective investors considering an investment in TCP Capital
Corp. should consider the investment objectives, risks and expenses
of the Company carefully before investing. This information and
other information about the Company are available in the Company's
filings with the Securities and Exchange Commission ("SEC").
Prospective investors should read these materials carefully before
investing.
This press release may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are based on estimates,
projections, beliefs and assumptions of management of the company
at the time of such statements and are not guarantees of future
performance. Forward-looking statements involve risks and
uncertainties in predicting future results and conditions. Actual
results could differ materially from those projected in these
forward-looking statements due to a variety of factors, including,
without limitation, changes in general economic conditions or
changes in the conditions of the industries in which the Company
makes investments, risks associated with the availability and terms
of financing, changes in interest rates, availability of
transactions, and regulatory changes. Certain factors that could
cause actual results to differ materially from those contained in
the forward-looking statements are included in the Company's
filings with the SEC. Forward-looking statements are made as of the
date of this press release, and are subject to change without
notice. The Company has no duty and does not undertake any
obligation to update or revise any forward-looking statements based
on the occurrence of future events, the receipt of new information,
or otherwise.
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SOURCE TCP Capital Corp.