NEW YORK--(BUSINESS WIRE)--Feb. 12, 2013--
BlackRock Kelso Capital Corporation (NASDAQ:BKCC) ("BlackRock Kelso
Capital" or the "Company") announced that it plans to make a private
offering of $100 million aggregate principal amount of unsecured
convertible senior notes (the “Notes”) due 2018. BlackRock Kelso Capital
also plans to grant the initial purchasers an option to purchase up to
an additional $15 million principal amount of the Notes to cover
overallotments, if any. The Notes will only be offered to qualified
institutional buyers as defined in the Securities Act of 1933, as
amended (the “Securities Act”) pursuant to Rule 144A under the
Securities Act. The offering is subject to market and other conditions.
The Notes are unsecured, expected to pay interest semiannually and will
be convertible under specified circumstances and during certain periods
based on a conversion rate to be determined. Upon conversion, BlackRock
Kelso Capital will pay or deliver, subject to the terms of the documents
governing the Notes, cash, shares of BlackRock Kelso Capital’s common
stock, or a combination of cash and shares of BlackRock Kelso Capital’s
common stock, at BlackRock Kelso Capital’s election. The Notes will
mature on February 15, 2018, unless repurchased or converted in
accordance with their terms prior to such date. The interest rate,
conversion rate and other financial terms of the Notes will be
determined at the time of pricing of the offering.
BlackRock Kelso Capital expects to use the net proceeds of this offering
to reduce outstanding borrowings and for general corporate purposes,
including investing in portfolio companies in accordance with its
investment objective.
Neither the Notes nor the shares of common stock that may be issued upon
conversion will be registered under the Securities Act or any state
securities laws. Neither the Notes nor the shares of common stock that
may be issued upon conversion may be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and any applicable state
securities laws.
This press release is not an offer to sell any securities of the Company
and is not soliciting an offer to buy such securities in any state where
such offer and sale is not permitted.
About BlackRock Kelso Capital Corporation
Formed in 2005, BlackRock Kelso Capital Corporation is a business
development company that provides debt and equity capital to
middle-market companies.
Forward-Looking Statements
This press release, and other statements that BlackRock Kelso Capital
may make, may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act, with respect to BlackRock
Kelso Capital’s future financial or business performance, strategies or
expectations. Forward-looking statements are typically identified by
words or phrases such as “trend,” “potential,” “opportunity,”
“pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,”
“intention,” “estimate,” “position,” “assume,” “outlook,” “continue,”
“remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar
expressions, or future or conditional verbs such as “will,” “would,”
“should,” “could,” “may” or similar expressions.
BlackRock Kelso Capital cautions that forward-looking statements are
subject to numerous assumptions, risks and uncertainties, which change
over time. Forward-looking statements speak only as of the date they are
made, and BlackRock Kelso Capital assumes no duty to and does not
undertake to update forward-looking statements. Actual results could
differ materially from those anticipated in forward-looking statements
and future results could differ materially from historical performance.
In addition to factors previously disclosed in BlackRock Kelso Capital'sSEC reports and those identified elsewhere in this press release, the
following factors, among others, could cause actual results to differ
materially from forward-looking statements or historical performance:
(1) our future operating results; (2) our business prospects and the
prospects of our portfolio companies; (3) the impact of investments that
we expect to make; (4) our contractual arrangements and relationships
with third parties; (5) the dependence of our future success on the
general economy and its impact on the industries in which we invest; (6)
the ability of our portfolio companies to achieve their objectives; (7)
our expected financings and investments; (8) the adequacy of our cash
resources and working capital, including our ability to obtain continued
financing on favorable terms; (9) the timing of cash flows, if any, from
the operations of our portfolio companies; (10) the impact of increased
competition; (11) the ability of our investment advisor to locate
suitable investments for us and to monitor and administer our
investments; (12) potential conflicts of interest in the allocation of
opportunities between us and other investment funds managed by our
investment advisor or its affiliates; (13) the ability of our investment
advisor to attract and retain highly talented professionals; (14)
fluctuations in foreign currency exchange rates; and (15) the impact of
changes to tax legislation and, generally, our tax position.
BlackRock Kelso Capital’s Annual Report on Form 10-K for the year ended
December 31, 2011 filed with the SEC identifies additional factors that
can affect forward-looking statements.
Available Information
BlackRock Kelso Capital’s filings with the Securities and Exchange
Commission, press releases, earnings releases and other financial
information are available on its website at www.blackrockkelso.com.
Source: BlackRock Kelso Capital Corporation
BlackRock Kelso Capital Corporation
Investor:
Corinne
Pankovcin, 212-810-5798
or
Press:
Brian Beades,
212-810-5596