TCP Capital (TCPC) Prices Aggregate $125M Conv. Notes Offering
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TCP Capital Corp. (Nasdaq: TCPC) announced the pricing of $125 million in aggregate principal amount of 4.625% convertible senior unsecured notes due 2022 (the "Notes"). The Company has also granted the initial purchasers of the Notes an option to purchase up to an additional $15 million in aggregate principal amount of the Notes to cover overallotments. The closing of the transaction is subject to customary closing conditions and the Notes are expected to be delivered and paid for on September 6, 2016.
The Notes bear interest at a rate of 4.625% per year, payable semiannually. In certain circumstances, the Notes will be convertible into shares of the Company's common stock based on an initial conversion rate of 54.5019 shares of the Company's common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $18.35 per share of common stock, subject to customary anti-dilution adjustments. The conversion price is approximately 10% over the last reported sale price of the Company's common stock on August 30, 2016, which was $16.68 per share.
The Notes will mature on March 1, 2022, unless previously converted in accordance with their terms. The Company will pay or deliver, subject to the terms of the documents governing the Notes, cash, shares of the Company's common stock or a combination of cash and shares of common stock, at the Company's election. The Notes will be general unsecured obligations of the Company, will rank equally in right of payment with the Company's existing and future senior unsecured debt, and will rank senior in right of payment to any potential subordinated debt, should any be issued in the future.
The Company intends to use the net proceeds of this offering to repay indebtedness under its revolving credit facilities (which will increase the funds available under the revolving credit facilities to make additional investments in portfolio companies in accordance with its investment objective) and for other general corporate purposes. The Notes have no restrictions related to the type and security of assets in which the Company might invest.
The Notes and the shares of common stock underlying the Notes have not been registered under the Securities Act, as amended (the "Securities Act"), or any applicable state securities laws. The Notes will be offered only to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act. Unless so registered, the Notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of these securities, in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
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