NEW YORK--(BUSINESS WIRE)--Feb. 19, 2013--
BlackRock Kelso Capital Corporation (NASDAQ:BKCC) ("BlackRock Kelso
Capital" or the "Company") announced that it has closed a private
offering (the "Offering") of $100 million in aggregate principal amount
of its 5.50% unsecured convertible senior notes due 2018 (the “Notes”).
Net proceeds to the Company from the Offering are approximately $96.7
million. 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, 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 Notes are unsecured and bear interest at a rate of 5.50% per year,
payable semiannually in arrears. In certain circumstances and during
certain periods, the Notes are convertible into 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, at an initial conversion rate of 86.0585 shares of
common stock per $1,000 principal amount of the Notes, which is
equivalent to an initial conversion price of approximately $11.62 per
share of BlackRock Kelso Capital’s common stock, subject to customary
anti-dilution adjustments. BlackRock Kelso Capital does not have the
right to redeem the Notes prior to maturity. The Notes mature on
February 15, 2018, unless repurchased or converted in accordance with
their terms prior to such date.
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 are registered under the Securities Act or any state
securities laws. Neither the Notes nor the common stock that may be
issued upon conversion may be offered or sold in the United States
absent the 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'sSecurities and Exchange Commission (the “SEC”) 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 SEC, 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
Investors:
Corinne
Pankovcin, 212-810-5798
or
Press:
Brian Beades,
212-810-5596