Full Circle Capital Announces Rights Offering and Distributions for the Fourth Fiscal Quarter of 2015
February 23 2015 - 11:11AM
Full Circle Advisors Will Commit to Over-Subscribe for
$5 Million in Shares
Full Circle Advisors Will Waive Management and Incentive
Fees Through Fiscal 2016, to the Extent Necessary, to Ensure
Earnings Fully Support Declared Distributions
Full Circle Capital Corporation (Nasdaq:FULL) ("Full Circle
Capital" or the "Company") announced today that it intends to issue
non-transferable rights to subscribe for up to 11,949,034 shares of
the Company's common stock (the "Offering") to its stockholders of
record ("Record Date Stockholders") on March 6, 2015 (the "Record
Date"). Record Date Stockholders will receive one non-transferable
right for each outstanding share of common stock owned on the
Record Date. The rights will entitle the holders to purchase one
new share of common stock for every one right held. The
subscription price for the common stock offered in the Offering is
expected to be between $3.50 and $4.00 per share. The exact
subscription price will be determined after the Record Date by the
Company's board of directors and the Company will then file a
prospectus with the exact subscription price and other terms of the
Offering.
The rights will be non-transferable and will not be listed for
trading on the NASDAQ Global Market or any other stock exchange.
The rights may not be purchased or sold and there will not be any
market for trading the rights. The shares of common stock to be
issued pursuant to the Offering will be listed for trading on the
NASDAQ Global Market under the symbol "FULL." Record Date
Stockholders who fully exercise all rights issued to them are
entitled to subscribe for additional shares of the Company's common
stock, if any, which were not subscribed for by other Record Date
Stockholders.
Full Circle Advisors will commit, either directly or through FCA
Investments LLC, a subsidiary of the Company's investment adviser,
to over-subscribe for $5.0 million in shares of Full Circle
Capital's common stock. Any over-subscription by Full Circle
Advisors will be effected in accordance with the pro-rata
allocation of shares in connection with the over-subscription
privilege.
The Company intends to use the net proceeds from this offering
for the origination of new investments in accordance with its
investment objective, and for working capital and other general
corporate purposes.
Ladenburg Thalmann has been selected by the Company to act as
the dealer manager for the Offering.
Distributions
In light of the proposed rights offering, on February 20, 2014,
the Board of Directors declared monthly distributions of $0.035,
$0.035 and $0.035 per share payable on May 15, 2015 for holders of
record at April 30, 2015, June 15, 2015 for holders of record at
May 29, 2015 and July 15, 2015 for holders of record at June 30,
2015.
For the fourth fiscal quarter of 2015 and the full fiscal year
of 2016, Full Circle Advisors has agreed to waive the portion of
the base management and incentive fees that Full Circle Advisors
would otherwise be entitled to receive pursuant to its Investment
Advisory Agreement to the extent required in order for Full Circle
Capital to earn net investment income sufficient to support the
distribution payment on the shares of Full Circle Capital's common
stock outstanding on the relevant record date for each monthly
distribution as then declared by the Company's board of directors.
The determination of the amount to be waived will be finalized as
of the end of the fiscal year for each period, with such amounts
being accrued on a quarterly basis.
A registration statement relating to the above-referenced
securities has been filed with the Securities and Exchange
Commission ("SEC") but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective. No offer
to buy the securities can be accepted and no part of the purchase
price can be received until the registration statement has become
effective, and any such offer may be withdrawn or revoked by you
without obligation or commitment of any kind, at any time prior to
the time you receive notice of an acceptance of the offer given
after the effective date.
Investors should carefully consider the investment
objective, risks, and charges and expenses of the Company carefully
before investing. The prospectus relating to the Offering (the
"Prospectus"), a copy of which can be accessed without charge at
the SEC's EDGAR service on the SEC website, contains this and other
information about the Company. An investor should carefully read
the Company's Prospectus before investing. Investors should also
carefully consider the risks and other factors relating to this
offering set forth in the Company's Prospectus, including the
dilutive effect the offering will have on both the Company's net
asset value per share and the dividends per share the Company will
be able to distribute subsequent to completion of the
Offering.
The information in this press release is not complete and may be
changed. 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
the shares referred to in this press release in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of such state or
jurisdiction. The offering may be made only by means of
the Prospectus, copies of which may be obtained, when available,
from Ladenburg Thalmann, Attn: Syndicate Department, 58 South
Service Road, Suite 160, Melville, NY 11747, or by emailing
syndicate@ladenburg.com (telephone number
1-800-573-2541).
About Full Circle Capital Corporation
Full Circle Capital Corporation (www.fccapital.com) is a
closed-end investment company that has elected to be treated as a
business development company under the Investment Company Act of
1940. Full Circle lends to and invests in senior secured loans and,
to a lesser extent, mezzanine loans and equity securities issued by
lower middle-market companies that operate in a diverse range of
industries. Full Circle's investment objective is to generate both
current income and capital appreciation through debt and equity
investments. For additional information visit the company's website
www.fccapital.com.
Forward-Looking Statements
This press release contains forward-looking statements which
relate to future events or Full Circle's future performance or
financial condition. Any statements that are not statements of
historical fact (including statements containing the words
"believes," "should," "plans," "anticipates," "expects,"
"estimates" and similar expressions) should also be considered to
be forward-looking statements. These forward-looking statements are
not guarantees of future performance, condition or results and
involve a number of risks and uncertainties. Actual results may
differ materially from those in the forward-looking statements as a
result of a number of factors, including those described from time
to time in Full Circle's filings with the Securities and Exchange
Commission. Full Circle undertakes no duty to update any
forward-looking statements made herein.
CONTACT: Company Contact:
John Stuart, Chairman
Gregg J. Felton, President and Chief Executive Officer
Full Circle Capital Corporation
(203) 900 - 2100
info@fccapital.com
Investor Relations Contacts:
Garrett Edson/Brad Cohen
ICR, LLC
(203) 682 - 8200
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