SAN ANTONIO, Nov. 18, 2019 /PRNewswire/ -- GlobalSCAPE,
Inc. (NYSE American: GSB) (the "Company"), a worldwide leader
in the secure movement and integration of data, today announced it
has entered into a five-year, $55
million senior secured credit facility with a syndicate of
banks led by J.P. Morgan.
The new credit facility provides for a term loan facility in the
principal amount of $50 million and
revolving commitments in an aggregate principal amount of
$5 million. The Company also
announced today that its board of directors has authorized and
declared a special cash dividend of $3.35 on each outstanding share of common stock.
The record date for the special dividend is November 29, 2019, and the payment date for the
dividend is December 5,
2019.
"We are pleased to report the establishment of a $55 million credit facility with J.P. Morgan and
East West Bank as well as the
authorization of a special shareholder dividend," said Robert Alpert, Chairman of the Company's Board
of Directors and Interim CEO. "I believe the new credit facility is
a reflection of the Company's strong operating model and ability to
generate significant free cash flow. Consistent with our goal of
appropriately managing our capital structure, the Board of
Directors authorized a special cash dividend of $3.35 per share of common stock as well as the
repurchase of up to $5 million of the
Company's outstanding shares. We will continue to consider
other actions designed to enhance shareholder value."
A portion of the special dividend that is equal to the Company's
current and accumulated earnings and profits through December 31, 2019 will be taxable to shareholders
as a qualified dividend for U.S. Federal income tax purposes. The
Company expects that a portion of the special dividend will be in
excess of the current and accumulated earnings and
profits. The excess amount will be treated as a "nondividend
distribution" for U.S. federal income tax purposes, which will
reduce the tax basis of a stockholder's shares of the Company's
common stock. If the nondividend distribution exceeds the
stockholder's basis in the Company's common stock, the remainder of
the nondividend distribution in excess of the stockholder's basis
will be treated as a capital gain.
The Company intends to provide a preliminary estimate of its
accumulated earnings and profits through December 31, 2019 as soon as it is available in
the Investor Relations section of our website
(www.globalscape.com). Since the earnings and profits amount
will not be finalized until our corporate income tax returns for
the December 2019 fiscal year are
completed, we expect to provide final information as soon as it is
available.
The U.S. federal income tax treatment of holding the Company's
common stock to any particular stockholder will depend on the
stockholder's particular tax circumstances. The Company's
stockholders are urged to consult their tax advisor regarding the
U.S. federal, state, local and foreign income and other tax
consequences to them, in light of their particular investment or
tax circumstances, of acquiring, holding and disposing of the
Company's common stock.
The Company also announced that its Board of Directors
authorized the repurchase of up to $5
million of the Company's outstanding shares, which is in
addition to the approximately $640,000 remaining under the Company's previously
authorized repurchase program. The Company may repurchase shares
from time to time through authorized Rule 10b5-1 plans, open market
purchases, privately-negotiated transactions, block purchases or
otherwise in accordance with applicable federal securities laws,
including Rule 10b-18 of the
Securities Exchange Act of 1934, as amended. This program may be
modified or discontinued at any time, and any repurchases are
subject to the terms of the credit facility.
Stephens Inc. served as exclusive financial advisor to the
Company in the transaction. Olshan Frome Wolosky LLP served as
counsel to the Company and Willkie
Farr & Gallagher LLP served as financing counsel to J.P.
Morgan.
About GlobalSCAPE
GlobalSCAPE, Inc. (NYSE American:
GSB) is a pioneer in securing and automating the movement and
integration of data seamlessly in, around and outside your
business, between applications, people and places, in and out of
the cloud. GlobalSCAPE provides cloud services that automate your
work, secure your data, and integrate your applications – while
giving visibility to those who need it. GlobalSCAPE makes business
flow brilliantly. Visit www.globalscape.com.
Safe Harbor Statement
This press release contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. The words "would," "exceed," "should," "anticipates,"
"believe," "expect," and variations of such words and similar
expressions identify forward-looking statements, but their absence
does not mean that a statement is not a forward-looking statement.
These forward-looking statements are based upon the Company's
current expectations and are subject to a number of risks,
uncertainties and assumptions. The Company undertakes no obligation
to update any forward-looking statements, whether as a result of
new information, future events or otherwise. Among the important
factors that could cause the actual results of the operations or
financial condition of the Company to differ materially from those
expressed or implied by forward-looking statements include, but are
not limited to, the overall level of consumer spending on our
products; general economic conditions and other factors affecting
consumer confidence; disruption and volatility in the global
capital and credit markets; the Company's ability to protect
patents, trademarks and other intellectual property rights; any
breaches of, or interruptions in, our information systems; legal,
regulatory, political and economic risks in international markets;
the results of our reduction in force; the discovery of additional
information relevant to the internal investigation; the possibility
that additional errors relevant to the recently completed
restatement may be identified; pending litigation and other
proceedings and the possibility of further legal proceedings
adverse to the Company resulting from the restatement or related
matters; the costs associated with the restatement and the
investigation, pending litigation and other proceedings and
possible future legal proceedings; and our decreased "public float"
(the number of shares owned by non-affiliate stockholders and
available for trading in the securities markets) as a result of
share repurchases. More information on potential risks and other
factors that could affect the Company's financial results is
included from time to time in the Company's public reports filed
with the SEC, including the Company's Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.
All forward-looking statements included in this press release are
based upon information available to the Company as of the date of
this press release and speak only as of the date hereof.
GlobalSCAPE Investor Relations Contact:
ir@GlobalSCAPE.com
GlobalSCAPE Public Relations Contact:
Zintel Public Relations
Matthew Zintel
matthew.zintel@zintelpr.com
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SOURCE GlobalSCAPE, Inc.