Full Circle Capital Corporation Announces Non-Transferable Rights Offering
March 16 2015 - 2:05PM
Full Circle Capital Corporation (the "Company") (Nasdaq:FULL)
announced today the commencement on March 13, 2015 of a
non-transferable rights offering to purchase shares of common stock
of the Company (the "Offering").
In connection with the Offering, the Company is issuing
non-transferable rights to subscribe for up to 11,949,034 shares of
the Company's common stock 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 entitle the holders to purchase one new share of common
stock for every one right held. The subscription price for the
common shares offered in the Offering is $3.50 per share. The
Offering will expire on March 30, 2015 at 5:00 p.m., New York City
time, unless the Offering is extended.
The rights are 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.
Important Dates: |
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|
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Record Date: |
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March 6, 2015 |
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Subscription Period: |
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from March
13, 2015 to March 30, 2015 |
(1) |
Expiration Date: |
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March 30, 2015 |
(1) |
(1) Unless the Offering is
extended. |
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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 & Co. Inc. has been selected by the
Company to act as the dealer manager for the Offering.
Investors should carefully consider the investment
objective, risks, and charges and expenses of the Company carefully
before investing. This information can be found in the Company's
prospectus, dated March 13, 2015, a copy of which may be obtained
by contacting the Information Agent, AST Fund Solutions, LLC
at (877) 478-5045. 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 distributions per share the Company
will be able to distribute subsequent to completion of the
Offering.
How to Obtain Subscription Information
- Contact your broker-dealer, trust company, bank or other
nominee where your rights are held, or
- Contact the information agent, AST Fund Solutions, LLC,
toll-free at (877) 478-5045.
How to Subscribe
- Deliver a completed subscription certificate and payment to the
subscription agent by the expiration date of the rights offering,
or
- If your shares are held in an account with your broker-dealer,
trust company, bank or other nominee, which qualifies as an
Eligible Guarantor Institution under Rule 17Ad-15 of the Securities
Exchange Act of 1934, as amended (the ''Exchange Act''), have your
Eligible Guarantor Institution deliver a notice of guaranteed
delivery to the subscription agent by the expiration date of the
rights offering.
A registration statement with respect to the rights and the
shares of common stock to be issued upon exercise of the rights has
been filed with the Securities and Exchange Commission and has been
declared effective.
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 & Co. Inc., 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.
For further information regarding the offering
please contact the Information Agent:
AST Fund Solutions, LLC 55 Challenger Road, Suite
201 Ridgefield Park, NJ 07660 Toll-free: (877) 478-5045
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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