American Capital Ltd. said Wednesday that it is undertaking a full strategic review of alternatives for the company, including a sale. It has hired Goldman Sachs & Co. and Credit Suisse Securities as financial advisors. American Capital said it expects to disclose publicly the initial results of its strategic review no later than Jan. 31.
BETHESDA, Md., Nov. 25, 2015 /PRNewswire/ — American Capital, Ltd. (Nasdaq: ACAS) (“American Capital” or the “Company”) announced today that its Board of Directors has instructed the Company to undertake a full strategic review of all alternatives with Goldman Sachs & Co. and Credit Suisse Securities (USA) LLC as its financial advisors to assist in this review. The strategic review will consider all alternatives for maximizing shareholder value, including a sale of the Company or its various business lines in whole or in part. The strategic review will be run by an independent committee of the Board consisting of Neil Hahl, Kristen Manos, Kenneth Peterson and David Richards and will be chaired by Mr. Hahl.
“The Strategic Review Committee looks forward to a full independent review with the sole goal of maximizing value for shareholders,” said Mr. Hahl. The Company’s previously announced plan to spin off to its shareholders a new business development company will be evaluated as part of the review.
“We have generated a 16% annualized growth rate in both our book value and price per share over the five years ended September 30, 2015,” said Malon Wilkus, Chair and Chief Executive Officer of the Company. “Nonetheless, we continue to trade at a meaningful discount to our book value, even as we progress with our plans for the spin off, which is intended to unlock shareholder value. Therefore, I am fully supportive of this strategic review, which will allow us to realize the optimal value for our shareholders.”
The Company also announced that its Board of Directors has revised and expanded its current stock buyback program, which began in the third quarter of 2015, by increasing it to a range of $600 million to $1 billion from the prior range of $300 million to $600 million. Under the program, purchases will only be made at per share prices below 85% of the Company’s net asset value per share as ofSeptember 30, 2015. The Company expects to enter into a Rule10b5-1 trading plan to undertake accretive share repurchases on a non-discretionary basis up to the $1 billion limit. The Company expects to complete the upsized program by June 30, 2016.
“We consider our stock to be a terrific bargain,” added Mr. Wilkus. “Having already purchased shares representing 34% of our shares outstanding when the program started, we intend to purchase additional significant amounts as long as we continue to trade at a significant discount to our book value. During the course of our strategic review we will continue to be prudent managing our balance sheet and cost structure.”
Since American Capital began stock buybacks in August 2011 through September 30, 2015, American Capital made open market purchases of 117.8 million shares, for an aggregate of $1.4 billion, of American Capital common stock at an average price of $12.05 per share.
American Capital expects to disclose publicly the initial results of its strategic review no later than January 31, 2016.
ABOUT AMERICAN CAPITAL
American Capital, Ltd. (Nasdaq: ACAS) is a publicly traded private equity firm and global asset manager. American Capital, both directly and through its asset management business, originates, underwrites and manages investments in middle market private equity, leveraged finance, real estate, energy & infrastructure and structured products. American Capital manages $23 billion of assets, including assets on its balance sheet and fee earning assets under management by affiliated managers, with $80 billion of total assets under management (including levered assets). Through a wholly-owned affiliate, American Capital manages publicly traded American Capital Agency Corp. (Nasdaq: AGNC), American Capital Mortgage Investment Corp. (Nasdaq: MTGE) and American Capital Senior Floating, Ltd. (Nasdaq: ACSF) with approximately $10 billion of total net book value. From its eight offices in the U.S., Europe and Asia, American Capital and its wholly-owned affiliate, European Capital, will consider investment opportunities from $10 million to $600 million. For further information, please refer to www.AmericanCapital.com.
This press release contains forward-looking information and statements. Forward-looking statements give our current expectations and projections relating to the Company’s financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “confident,” “may,” “should,” “can have,” “likely,” “future” and other words and terms of similar meaning in connection with any discussion of the timing or nature of transaction closings, future operating or financial performance or other events. Forward looking statements are not guarantees of performance or results, and involve known and unknown risks, uncertainties (some of which are beyond the Company’s control), assumptions and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Should one or more of these risks or uncertainties materialize, the Company’s actual results may vary in material respects from those projected in any forward-looking statements. Certain factors that could cause actual results to differ materially from those contained in the forward-looking statements are included in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and the Company’s subsequent periodic filings. Copies are available on the SEC’s website atwww.sec.gov. Any forward-looking statement made by the Company in this press release speaks only as of the date on which it is made. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. Performance data quoted above represents past performance of American Capital. Past performance does not guarantee future results and the investment return and principal value of an investment in American Capital will likely fluctuate.