MCG Capital Corporation Responds to Revised Unsolicited Proposal From HC2 Holdings
19 Mai 2015 - 10:13PM
MCG Capital Corporation (Nasdaq:MCGC) acknowledges receipt of an
unsolicited letter dated today, May 19, 2015, from HC2 Holdings,
Inc. (NYSE MKT:HCHC), revising the terms of a proposed transaction
originally submitted to the board on May 4, 2015. MCGC’s
Board of Directors, in consultation with its financial and legal
advisers, will review the terms of the revised proposal submitted
by HC2 Holdings.
On April 28, 2015, MCGC executed a merger
agreement with PennantPark Floating Rate Capital Ltd. (Nasdaq:PFLT)
which provides for the acquisition of MCGC by PFLT in a stock and
cash transaction currently valued at approximately $175.0 million,
or approximately $4.75 per MCGC common share at closing,
representing a 15.8% premium to MCGC’s closing stock price on April
28, 2015.
On May 18, 2015, PFLT filed with the SEC a
Registration Statement on Form N-14 that included a joint proxy
statement of PFLT and MCGC and which detailed the material factors
considered by MCGC’s Board of Directors in reaffirming its
recommendation, including its review of HC2 Holdings’ letter dated
May 4, 2015. MCGC’s Board of Directors encourages investors
to refer to the Registration Statement.
MCGC’s Board of Directors has not changed its
recommendation in support of the merger with PFLT. MCGC will
have no further comment on HC2 Holdings’ revised proposal until the
Board has completed its review.
Morgan Stanley & Co. LLC is serving as
financial advisor to MCGC and Wachtell, Lipton, Rosen & Katz is
serving as legal counsel to MCGC.
About MCG Capital
Corporation
MCG Capital Corporation is a solutions-focused
commercial finance company providing capital and advisory services
to lower middle-market companies throughout the United States. Its
investment objective is to achieve attractive returns by generating
current income and capital gains on its investments. Its
capital is generally used by its portfolio companies to finance
acquisitions, recapitalizations, buyouts, organic growth, working
capital and other general corporate purposes.
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995 that relate to future events, performance or
financial condition of PFLT, MCGC and the combined company,
management’s future expectations, beliefs, intentions, goals,
strategies, plans or prospects. Statements other than
statements of historical facts included in this press release may
constitute forward-looking statements and are not guarantees of
future performance or results and involve a number of known and
unknown risks and uncertainties. Actual results may differ
materially from those in the forward-looking statements as a result
of a number of factors, including the ability of the parties to
consummate the transaction described in this press release on the
expected timeline (or at all), the failure of PFLT or MCGC
stockholders to approve the proposed merger, the ability to realize
the anticipated benefits of the transaction, the effects of
disruption on the companies’ business from the proposed merger, the
effect that the announcement or consummation of the merger may have
on the trading price of the common stock of PFLT or MCGC, the
combined company’s plans, expectations, objectives and intentions,
and the other factors described from time to time in the companies’
filings with the Securities and Exchange Commission. MCGC
undertakes no duty to update any forward-looking statement made
herein. All forward-looking statements speak only as of the date of
this press release.
Important Additional Information and
Where to Find It
This communication is being made in respect of
the proposed business combination involving PFLT and MCGC. In
connection with the proposed transaction, PFLT has filed with the
SEC a Registration Statement on Form N-14 that includes a joint
proxy statement of PFLT and MCGC and that also constitutes a
prospectus of PFLT. The definitive Joint Proxy
Statement/Prospectus will be mailed to stockholders of PFLT and
MCGC. INVESTORS AND SECURITY HOLDERS OF PFLT AND MCGC ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to
obtain free copies of the Registration Statement and Joint Proxy
Statement/Prospectus (when available) and other documents filed
with the SEC by each of PFLT and MCGC through the web site
maintained by the SEC at www.sec.gov. Free copies of the
Registration Statement and Joint Proxy Statement/Prospectus (when
available) and other documents filed with the SEC can also be
obtained on PFLT’s website at www.pennantpark.com or on MCGC’s
website at www.mcgcapital.com.
PFLT and MCGC and their respective directors,
executive officers and certain other members of management and
employees may be deemed to be participants in the solicitation of
proxies from stockholders of PFLT and MCGC in respect of the
proposed transaction. Information regarding the persons who
may, under the rules of the SEC, be considered participants in the
solicitation of the PFLT and MCGC stockholders in connection with
the proposed acquisition will be set forth in the Joint Proxy
Statement/Prospectus when it is filed with the SEC. You can
find information about PFLT’s executive officers and directors and
MCGC’s executive officers and directors in the Registration
Statement on Form N-14, filed with the SEC on May 18, 2015.
You can obtain free copies of these documents from PFLT and MCGC in
the manner set forth above.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy nor will there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such jurisdiction.
A registration statement relating to these securities will be filed
with the Securities and Exchange Commission, and the securities may
not be sold until the registration statement becomes effective.
Investors are advised to carefully consider the investment
objectives, risks and charges and expenses of PFLT before investing
in its securities.
Contact: Scott Walker
(703) 247-7559
SWalker@MCGCapital.com
(MM) (NASDAQ:MCGC)
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