Sutter Rock Capital Corp. Will Commence a Modified Dutch Auction Tender Offer to Repurchase up to $10.0 Million of its Commo...
October 21 2019 - 8:00AM
Sutter Rock Capital Corp. (“Sutter Rock”
or the “Company”) (Nasdaq:SSSS) announced today that it
will commence a modified “Dutch Auction” tender offer (the “Tender
Offer”) to purchase up to $10.0 million of its common stock at a
price per share not less than $6.00 and not greater than $8.00 in
$0.10 increments, using available cash. The Tender Offer will
commence on October 21, 2019 and will expire at 5:00 P.M., on
November 20, 2019, unless extended. If the Tender Offer is fully
subscribed, Sutter Rock will purchase between 1,250,000 shares and
1,666,667 shares, or between 6.57% and 8.77%, respectively, of
Sutter Rock’s outstanding shares of its common stock. Any shares
tendered may be withdrawn prior to expiration of the Tender Offer.
Stockholders that do not wish to participate in the Tender Offer do
not need to take any action.
Based on the number of shares tendered and the
prices specified by the tendering stockholders, Sutter Rock will
determine the lowest per-share price that will enable it to acquire
up to $10.0 million of its common stock. All shares accepted in the
Tender Offer will be purchased at the same price even if tendered
at a lower price.
The Tender Offer will not be contingent upon any
minimum number of shares being tendered. The Tender Offer will,
however, be subject to other conditions, which will be disclosed in
the Tender Offer documents. In the future, the Board of Directors
may consider additional tender offer(s) or other measures to
enhance shareholder value based on a variety of factors, including
the market price of Sutter Rock’s common stock and its net asset
value.
Sutter Rock’s Board of Directors is not making
any recommendation to stockholders as to whether to tender or
refrain from tendering their shares in the Tender Offer.
Stockholders must decide how many shares they will tender, if any,
and the price within the stated range at which they will offer
their shares for purchase. The Board of Directors believes that a
modified “Dutch Auction” tender offer is an efficient method for
the Company to return capital to stockholders who wish to sell all,
or a portion of, their shares.
The information agent for the Tender Offer will
be D.F. King & Co. Inc., and the depositary will be American
Stock Transfer & Trust Company, LLC. The offer to purchase (the
“Offer to Purchase”), a letter of transmittal and related documents
will be mailed to registered holders. Beneficial holders will
receive the Offer to Purchase and a communication to consult with
their bank, broker or custodian, if they wish to tender shares. For
questions and information, please call the information agent
toll-free at (800) 864-1460.
Certain Information Regarding the Tender
Offer
The information in this press release describing
Sutter Rock’s Tender Offer is for informational purposes only and
does not constitute an offer to buy or the solicitation of an offer
to sell shares of Sutter Rock’s common stock in the Tender Offer.
The Tender Offer will be made only pursuant to the Offer to
Purchase and the related materials that Sutter Rock expects to file
with the Securities and Exchange Commission on October 21, 2019,
and will distribute to its stockholders, as they may be amended or
supplemented. Stockholders should read such Offer to Purchase and
related materials carefully and in their entirety because they
contain important information, including the various terms and
conditions of the Tender Offer. Stockholders of Sutter Rock may
obtain a free copy of the Tender Offer statement on Schedule TO,
the Offer to Purchase and other documents that Sutter Rock will
file with the Securities and Exchange Commission from the
Securities and Exchange Commission’s website at www.sec.gov.
Stockholders will also be able obtain a copy of these documents,
without charge, from D.F. King & Co. Inc., the information
agent for the Tender Offer, toll free at (800) 864-1460.
Stockholders are urged to carefully read all of these materials
prior to making any decision with respect to the Tender Offer.
Stockholders and investors who have questions or need assistance
may call D.F. King & Co. Inc.
About Sutter Rock Capital
Corp.
Sutter Rock Capital Corp. (Nasdaq:SSSS) is a
publicly traded investment fund that seeks to invest in
high-growth, venture-backed private companies. The fund seeks to
create a portfolio of high-growth emerging private companies via a
repeatable and disciplined investment approach, as well as to
provide investors with access to such companies through its
publicly traded common stock. Sutter Rock is headquartered in San
Francisco, CA. www.sutterrock.com
Forward-Looking Statements
The information contained in this press release,
including statements regarding Sutter Rock’s beliefs, expectations,
intentions or strategies for the future, may constitute
forward-looking statements. Sutter Rock cautions you that
forward-looking statements are not guarantees of future performance
and that actual results or developments may differ materially from
those projected or implied in these statements. All forward-looking
statements involve a number of risks and uncertainties that could
cause actual results to differ materially from the plans,
intentions and expectations reflected in or suggested by the
forward-looking statements. Certain factors could cause actual
results and conditions to differ materially from those projected in
these forward-looking statements, including: Sutter Rock’s
expectation and ability to complete its Tender Offer; the price at
which shares of common stock may trade on the Nasdaq Capital
Market, which may be higher or lower than the purchase price in the
Tender Offer; Sutter Rock’s ability to execute its yield investment
strategy; the performance of Sutter Rock’s investments; and changes
in economic or financial market conditions and other factors that
are enumerated in the company’s periodic filings with the
Securities and Exchange Commission. Sutter Rock disclaims and does
not undertake any obligation to update or revise any
forward-looking statement in this press release.
These forward-looking statements are subject to
the inherent uncertainties in predicting future results and
conditions.
Contact
Sutter Rock Capital Corp.(650)
235-4769IR@sutterrock.com
Media Contact
Bill DouglassGotham Communications,
LLCCommunications@sutterrock.com
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