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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 29, 2008
American Capital, Ltd.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction
814-00149
(Commission
of incorporation)
File Number)
52-1451377
(I.R.S. Employer
Identification No.)
2 Bethesda Metro Center, 14th Floor Bethesda, MD 20814
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (301) 951-6122
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 1.01.
Entry Into a Material Definitive Agreement.
Amendment to Unsecured Credit Facility
On September 29, 2008 (the "Second Amendment Effective Date"), American Capital, Ltd. ("American Capital") entered into an
amendment (the "Second Amendment") to its Credit Agreement, dated as of May 16, 2007, by and among American Capital, as the
borrower, the several banks and other financial institutions from time to time parties thereto (collectively, the "Lenders" and,
individually, a "Lender") and Wachovia Bank National Association, a national banking association, as administrative agent for the
Lenders (the "Agreement") to reduce the minimum tangible net worth covenant to $4.5 billion plus 40% of new issuances of equity
and debt converted into equity after the third quarter of 2008. In addition, the total commitment for the unsecured revolving credit
facility under the Agreement was reduced from $1.565 billion to (i) $1.409 billion as of the Second Amendment Effective Date and
(ii) $1.252 billion on December 31, 2009. Interest on borrowings under the amended credit facility will initially be charged at the
applicable index rate plus a new spread of 3.25%, and the unused commitment fee increased to 0.50%. The commitment termination
date for the credit facility was also revised from May 16, 2012 to March 31, 2011. As of June 30, 2008, the outstanding balance under
the facility was $1.09 billion.
Affiliates of Wachovia, JPMorgan, Citicorp, BB&T, Bank of America, UBS Loan Finance LLC, Morgan Stanley Bank, Credit Suisse,
HSBC Bank USA, N.A., Bank of Montreal, Bayerische Hypo-und Vereinsbank AG, Goldman Sachs Credit Partners, L.P., WestLB
AG, New York Branch, Regions Bank, SunTrust Bank, Citizens Bank of Pennsylvania, Royal Bank of Canada, Sovereign Bank, and
Societe Generale have also performed investment banking and advisory services for American Capital from time to time for which
they have received customary fees and expenses. In addition, affiliates of these lenders and PNC Bank, National Association, may,
from time to time, engage in transactions or perform services for American Capital in the ordinary course of their business.
The foregoing description of the amended credit facility is qualified in its entirety by reference to the full text of the Second
Amendment that is attached hereto as Exhibit 10.1.
Exhibit Number
10.1
99.1
Item 9.01. Financial Statements and Exhibits.
Exhibit
Second Amendment to Credit Agreement, by and among American Capital
as the borrower and each of the banks and other financial institutions
identified as Lenders therein, dated September 29, 2008.
Press Release announcing the Second Amendment, issued September 29,
2008.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
AMERICAN CAPITAL, LTD.
Dated: October 3, 2008
By:
/s/
SAMUEL A. FLAX
Samuel A. Flax
Executive Vice President, General
Counsel and Secretary
EXECUTION VERSION
SECOND AMENDMENT
TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment"), dated as of September 29, 2008, is by and
among AMERICAN CAPITAL, LTD., a Delaware corporation (the " Borrower ") and each of the banks and other financial
institutions identified as Lenders on the signature pages hereto (the " Lenders ").
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, dated as of May 16, 2007 (as amended, supplemented or otherwise modified prior to
the date hereof, the " Existing Credit Agreement " and, as amended by this Second Amendment and as the same may be further
amended, supplemented or otherwise modified from time to time, the " Credit Agreement "), among the Borrower, the Lenders party
thereto and Wachovia Bank, National Association, a national banking association, as administrative agent for the Lenders (in such
capacity, the " Administrative Agent " or the " Agent "), the Lenders have made commitments to extend certain credit facilities to the
Borrower; and
WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the Existing Credit Agreement as more
specifically set forth herein, in each case upon the terms and conditions contained in this Second Amendment;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in
consideration of the agreements herein contained, the parties hereby agree as follows:
PART I
DEFINITIONS
SUBPART 1.1 Certain Definitions. Unless otherwise defined herein or the context otherwise requires, the following terms used in this
Second Amendment, including its preamble and recitals, have the following meanings:
"Administrative Agent" and "Agent" are defined in the recitals.
"Second Amendment Effective Date" is defined in Subpart 3.1.
"Borrower" is defined in the preamble.
"Credit Agreement" is defined in the recitals.
"Existing Credit Agreement" is defined in the recitals.
"Lenders" is defined in the preamble.
SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Second
Amendment, including its preamble and recitals, have the meanings provided in the Credit Agreement.
PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Second Amendment Effective Date, the Existing Credit Agreement is hereby
amended in accordance with this Part II . Except as so amended, the Existing Credit Agreement and the other Credit Documents shall
continue in full force and effect.
SUBPART 2.1 Amendment to Section 1.1. Section 1.1 of the Existing Credit Agreement is hereby amended as follows:
(a) by inserting the following defined terms in the appropriate alphabetical sequence:
"Second Amendment" means the Second Amendment to Credit Agreement, dated as of September 29, 2008, among the Borrower, the
Agent and the Lenders party thereto.
"Second Amendment Effective Date" has the meaning set forth in the Second Amendment.
(b) by deleting the terms "Assuming Lender", "Commitment Increase", "Commitment Increase Date" and Increasing Lender" from
such Section.
(c) by amending and restating the following defined terms in their entirety to read as follows:
"Applicable Percentage" means, (a) for Index Rate Loans, Sterling Base Rate Loans, Euro Base Rate Loans and U.S. Swingline Loans,
the percentage set forth below opposite the Applicable Rating in the column labeled "Applicable Percentage for Index Rate Loans,
Sterling Base Rate Loans, Euro Base Rate Loans and U.S. Swingline Loans", (b) for U.S. Base Rate Loans and Canadian Base Rate
Loans, the percentage set forth below opposite the Applicable Rating in the column labeled "Applicable Percentage for U.S. Base Rate
Loans and Canadian Base Rate Loans", and (c) for the Commitment Fee, the percentage set forth below opposite the Applicable
Rating in the column labeled "Commitment Fee", as applicable.
Applicable Rating
(S&P/Moody's/Fitch)
> or = A/A2/A
Applicable Percentage for
Index Rate Loans, Sterling
Base Rate Loans, Euro Base
Applicable Percentage for
Rate Loans and U.S. Swingline U.S. Base Rate Loans and
Loans
Canadian Base Rate Loans
2.50%
1.50%
Commitment Fee
0.35%
> or = A-/A3/A-
2.75%
1.75%
0.40%
> or = BBB+/Baa1/
BBB+
3.00%
2.00%
0.45%
> or = BBB/Baa2/BBB
3.25%
2.25%
0.50%
>or = BBB-/Baa3/
BBB-
3.75%
2.75%
0.60%
> or = BB+/Ba1/BB+
4.25%
3.25%
0.70%
< BB+/Ba1/BB+
4.75%
3.75%
0.80%
On the Second Amendment Effective Date the Applicable Percentages shall be determined based upon the Applicable Ratings
specified in the certificate delivered pursuant to Subpart 3.3 of the Second Amendment. Thereafter, each change in the Applicable
Percentages resulting from a publicly announced change in the Applicable Ratings shall be effective, in the case of an upgrade, during
the period commencing on the date of delivery by the Borrower to the Administrative Agent of notice thereof pursuant to Section
5.7(f) and ending on the date immediately preceding the effective date of the next change in accordance with this definition and, in
the case of a downgrade, during the period commencing on the date of the public announcement thereof and ending on the date
immediately preceding the effective date of the next change in accordance with this definition.
"Commitment Termination Date" means March 31, 2011.
"Extension of Credit" means, as to any Lender or Issuing Lender, the making of a Loan by such Lender; the issuance, amendment,
extension or renewal of, or participation in, a Letter of Credit by such Lender.
SUBPART 2.2 Amendment to Section 2.1(a). Section 2.1(a) of the Existing Credit Agreement is hereby amended by amending and
restating the second sentence thereof as follows:
For purposes hereof, the aggregate Dollar Equivalent available hereunder on and after the Second Amendment Effective Date shall be
ONE BILLION FOUR HUNDRED EIGHT Million FIVE HUNDRED THOUSAND DOLLARS ($1,408,500,000) (as such
aggregate maximum amount (A) may be reduced from time to time as provided in Section 2.6(a) or (B) shall be reduced (x) as
provided in Section 6.1(h)(ii) , (y) on December 31, 2009, by an amount necessary for the aggregate Dollar Equivalent available
hereunder not to exceed ONE BILLION TWO HUNDRED FIFTY TWO MILLION DOLLARS ($1,252,000,000) , or (z) $0 on
the Commitment Termination Date, the " Committed Amount "); provided that the Outstanding Amount of Loans and LOC
Obligations denominated in Alternative Lending Currencies shall not at any given time exceed 25% of the Committed Amount (the "
Alternative Lending Currency Sub-Limit ").
SUBPART 2.3 Amendment to Section 2.2. Section 2.2 of the Existing Credit Agreement is hereby amended in its entirety to read as
follows: "[Intentionally Omitted]."
SUBPART 2.4 Amendment to Section 5.9(b). Section 5.9(b) of the Existing Credit Agreement is hereby amended by amending and
restating such section in its entirety as follows:
Minimum Consolidated Tangible Net Worth Consolidated Tangible Net Worth at any time, determined as of the last day of each
Fiscal Quarter, to be greater than or equal to (i) $4,500,000,000 plus (ii) 40% of the cumulative Dollar Equivalent proceeds from
Issuances of Capital Stock/Conversions of Debt occurring at any time after October 1, 2008 (excluding the Dollar Equivalent of
Issuances of Capital Stock/Conversions of Debt in respect of any issuance of Capital Stock or conversion of Debt into Capital Stock
by a Consolidated Subsidiary to a Consolidated Subsidiary or to the Borrower).
SUBPART 2.5 Amendment to Article VI. Article VI of the Existing Credit Agreement is hereby amended by amending and restating
in its entirety the introductory paragraph thereof as follows:
The Borrower hereby covenants and agrees that on the Closing Date, and thereafter for so long as this Agreement is in effect and until
the Commitments have terminated, no Note remains outstanding and unpaid and the Obligations (other than contingent
indemnification Obligations) under the Credit Documents, together with interest, Commitment Fees and all other amounts owing to
the Agent or any Lender hereunder, are paid in full, that the Borrower, shall not, nor shall it permit any of its Subsidiaries to (nor, with
respect to Section 6.11 only, shall it fail to prevent American Capital, LLC (so long as (i) American Capital, LLC would be
considered to be a Subsidiary of the Borrower but for the proviso contained in the definition of Subsidiary or (ii) any unsecured Debt
of American Capital, LLC would be considered Unsecured Debt) from):
SUBPART 2.6 Amendment to Article VI. Article VI of the Existing Credit Agreement is hereby further amended by adding the
following Section 6.11 thereto:
Section 6.11.
American Capital, LLC
With respect to American Capital, LLC only, directly or indirectly issuing, assuming, creating, incurring or suffering to exist any
Debt, other than unsecured intercompany Debt from the Borrower or any of its Subsidiaries.
SUBPART 2.7 Amendment to Section 6.1(h). Section 6.1(h) of the Existing Credit Agreement is hereby amended by amending and
restating such section in its entirety as follows:
(h)
other unsecured Debt of the Borrower with respect to which (i) no scheduled principal payment shall be prior to the
Commitment Termination Date, or (ii) if the scheduled principal payments of any such Debt are prior to the Commitment Termination
Date, such Debt shall either be pari passu or subordinated in right of payment to the Obligations hereunder and shall either be (x) in
an aggregate principal amount not to exceed, at any time, $250,000,000 or (y) any greater amount, so long as the Committed Amount
is permanently reduced by such greater amount (and, if applicable, Loans repaid in accordance with Section 2.7(b));
SUBPART 2.8 Amendment to Schedule 2.1(a). Schedule 2.1(a) of the Existing Credit Agreement is hereby amended by amending and
restating it in its entirety with Exhibit A attached hereto.
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1 Amendment Effective Date. This Second Amendment shall be and become effective as of the date hereof (the "
Second Amendment Effective Date ") when all of the conditions set forth in this Part III shall have been satisfied.
SUBPART 3.2 Execution of Counterparts of Second Amendment. The Administrative Agent shall have received counterparts
satisfactory to the Administrative Agent of this Second Amendment, which collectively shall have been duly executed on behalf of the
Borrower and the requisite Lenders.
SUBPART 3.3 Officer's Certificate. The Administrative Agent shall have received a certificate executed by a Responsible Officer of
the Borrower as of the Second Amendment Effective Date stating the Applicable Ratings in effect on the Second Amendment
Effective Date.
SUBPART 3.4 Authority Documents. The Administrative Agent shall have received the following:
(a) Certificate of Incorporation, Etc. Copies of the certificate of incorporation or other charter or formation documents of the
Borrower, certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state of its
incorporation.
(b) Resolutions. Copies of resolutions of the board of directors (or executive committee thereof) of the Borrower authorizing the
execution and delivery of the Second Amendment (and the amendments the Existing Credit Agreement contained herein), certified by
an officer of the Borrower as of the Second Amendment Effective Date to be true and correct and in force and effect as of such date,
which may be the resolutions of the board of directors (or executive committee thereof) of the Borrower delivered to the Agent
pursuant to the Existing Credit Agreement, so long as such resolutions otherwise satisfy the foregoing criteria.
(c) Bylaws. A copy of the bylaws of the Borrower, certified by an officer of the Borrower as of the Second Amendment Effective Date
to be true and correct and in force and effect as of such date.
(d) Good Standing. Copies of (i) certificates of good standing, existence or its equivalent with respect to the Borrower, each certified
as of a recent date by the appropriate Governmental Authorities of the state of incorporation, and each other state in which the
Borrower is qualified to do business; and (ii) to the extent readily available, a certificate indicating payment of all corporate and other
franchise taxes certified as of a recent date by the appropriate governmental taxing authorities.
(e) Incumbency. An incumbency certificate of the Borrower, certified by a secretary or assistant secretary to be true and correct as of
the Second Amendment Effective Date, in form and substance satisfactory to Administrative Agent.
SUBPART 3.5 Representations and Warranties. The representations and warranties contained in Subpart 4.4 are true and correct in all
material respects on and as of the date hereof.
SUBPART 3.6 Costs and Expenses, etc. The Administrative Agent shall have received for its account and the account of each Lender,
all fees, costs and expenses due and payable pursuant to Sections 2.5 and 9.5 of the Credit Agreement, if then invoiced.
SUBPART 3.7 Amendment Fee. The payment by the Borrower to each Lender that executes and delivers this Second Amendment on
or prior to 3:00 PM (New York time), September 29, 2008 of an amendment fee in an amount equal to fifty (50) basis points
multiplied by the principal amount of such Lender's Commitment, after giving effect to the reduction in the Committed Amount on
the Second Amendment Effective Date.
PART IV
MISCELLANEOUS
SUBPART 4.1 Cross-References. References in this Second Amendment to any Part or Subpart are, unless otherwise specified, to
such Part or Subpart of this Second Amendment.
SUBPART 4.2 Instrument Pursuant to Existing Credit Agreement. This Second Amendment is a Credit Document executed pursuant
to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in
accordance with the terms and provisions of the Existing Credit Agreement.
SUBPART 4.3 References in Other Credit Documents. At such time as this Second Amendment shall become effective pursuant to
the terms of Part III , all references in the Credit Documents to the "Credit Agreement" shall be deemed to refer to the Existing
Credit Agreement as amended by this Second Amendment.
SUBPART 4.4 Representations and Warranties of the Borrower. The Borrower hereby represents and warrants that (a) it has the
requisite power and authority to execute, deliver and perform this Second Amendment, (b) it is duly authorized to, and has been
authorized by all necessary action, to execute, deliver and perform this Second Amendment, (c) the representations and warranties
contained in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof as though
made on and as of such date and after giving effect to the amendment contained herein (except for those which expressly relate to an
earlier date) and (d) no Default or Event of Default exists under the Credit Agreement on and as of the date hereof after giving effect
to the amendments contained herein.
SUBPART 4.5 Counterparts. This Second Amendment may be executed by the parties hereto in several counterparts, each of which
shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of executed
counterparts of this Second Amendment by telecopy or other electronic transmission shall be effective as an original and shall
constitute a representation that an original will be delivered.
SUBPART 4.6 Governing Law. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SUBPART 4.7 Successors and Assigns. This Second Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
Each of the parties hereto has caused a counterpart of this Second Amendment to be duly executed and delivered as of the date first
above written.
BORROWER: AMERICAN CAPITAL, LTD. , a
Delaware corporation
By: /s/ John Hooker
Name: John Hooker
Title: Vice President
Wachovia Bank, National Association,
as a Lender
By: /s/ Mike Romanzo
Name: Mike Romanzo
Title: Director
Bank Leumi USA,
as a Lender
By: /s/ Joung Hee Hong
Name: Joung Hee Hong
Title: First Vice President
Union Bank of California, N.A.,
as a Lender
By: /s/ Peter Thompson
Name: Peter Thompson
Title: Vice President
Regions Bank,
as a Lender
By: /s/ David L. Waller
Name: David L. Waller
Title: Senior Vice President
Citizens Bank of Pennsylvania,
as a Lender
By: /s/ Leslie P. Broderick
Name: Leslie P. Broderick
Title: Senior Vice President
Mega International Commercial Bank Co., Ltd.
Chicago Branch,
as a Lender
By: /s/ Cheng - Chuan Lin
Name: Cheng - Chuan Lin
Title: Vice President and General Manager
Bank of America, N.A.,
as a Lender
By: /s/ Alexa B. Bradford
Name: Alexa B. Bradford
Title: Senior Vice President
Bayerische Hypo-und Vereinsbank AG, New York Branch,
as a Lender
By: /s/ Michael F. Davis
Name: Michael F. Davis
Title: Director
By: /s/ Michael A. Imperiale
Name: Michael A. Imperiale
Title: Director
WestLB AG, New York Branch,
as a Lender
By: /s/ John H. Moorhead
Name: John H. Moorhead
Title: Executive Director
By: /s/ Stephen Toth
Name: Stephen Toth
Title: Director
Fortis Capital Corp.,
as a Lender
By: /s/ Shane Klein
Name: Shane Klein
Title: Director
By: /s/ Diran Cholakian
Name: Diran Cholakian
Title: Director
Branch Banking and Trust Company,
as a Lender
By: /s/ James E. Davis
Name: James E. Davis
Title: Senior Vice President
SunTrust Bank,
as a Lender
By: /s/ Robert Ashcom
Name: Robert Ashcom
Title: Director
Goldman Sachs Credit Partners, L.P.,
as a Lender
By: /s/ Andrew Cad
Name: Andrew Cad
Title: Authorized Signatory
JP Morgan Chase Bank, N.A.,
as a Lender
By: /s/ Richard J. Poworoznek
Name: Richard J. Poworoznek
Title: Executive Director
Bear Stearns Corporate Lending Inc.
By: JP Morgan Chase Bank, N.A. as authorized signatory,
as a Lender
By: /s/ Richard J. Poworoznek
Name: Richard J. Poworoznek
Title: Executive Director
Sovereign Bank,
as a Lender
By: /s/ Kenneth R. Weber
Name: Kenneth R. Weber
Title: Senior Vice President
UBS Loan Finance LLC,
as a Lender
By: /s/ Richard L. Tavrow
Name: Richard L. Tavrow
Title: Director
By: /s/ Mary E. Evans
Name: Mary E. Evans
Title: Associate Director
PNC Bank, National Association,
as a Lender
By: /s/ Matthew Sawyer
Name: Matthew Sawyer
Title: Vice President
Citicorp, N.A.,
as a Lender
By: /s/ Robert R. Goldstein
Name: Robert R. Goldstein
Title: Managing Director
Mega International Commercial Bank Co., Ltd.
New York Branch,
as a Lender
By: /s/ Tsang - Pei Hsu
Name: Tsang - Pei Hsu
Title: Vice President
Societe Generale,
as a Lender
By: /s/ Shelley Yu
Name: Shelley Yu
Title: Vice President
Mega International Commercial Bank Co., Ltd.
Silicon Valley Branch,
as a Lender
By: /s/ Kuang Hua Wei
Name: Kuang Hua Wei
Title: Senior Vice President and General Manager
Bank of Communications Co., Ltd., New York Branch,
as a Lender
By: /s/ Shelley He
Name: Shelley He
Title: Deputy General Manager
Credit Suisse, Cayman Islands Branch,
as a Lender
By: /s/ Jay Chall
Name: Jay Chall
Title: Director
By: /s/ Karl Studer
Name: Karl Studer
Title: Director
BMO Capital Markets Financing, Inc.,
as a Lender
By: /s/ Brian L. Banke
Name: Brian L. Banke
Title: Managing Director
Morgan Stanley Bank,
as a Lender
By: /s/ Daniel Twenge
Name: Daniel Twenge
Title: Authorized Signatory
Exhibit A
SCHEDULE 2.1(a)
SCHEDULE OF LENDERS AND REVOLVING COMMITMENTS
Lender
Lenders' Commitments as of the Second Amendment Effective Date:
Commitment Percentage
JPMorgan Chase Bank, N.A.
10.2236%
Wachovia Bank, National Association
6.3898%
Branch Banking and Trust Company
6.3898%
Citicorp N.A., Inc.
5.7508%
Credit Suisse, Cayman Islands Branch
5.7508%
Bank of America, N.A.
4.4728%
BMO Capital Markets Financing, Inc.
4.4728%
Fortis Capital Corp.
4.4728%
HSBC Bank USA, N.A.
4.4728%
SunTrust Bank
4.4728%
UBS Loan Finance LLC
4.4728%
Bayerische Hypo-und Vereinsbank AG
3.1949%
Citizens Bank of Pennsylvania
3.1949%
Goldman Sachs Credit Partners L.P.
3.1949%
Morgan Stanley Bank
3.1949%
Royal Bank of Canada
3.1949%
Sovereign Bank
3.1949%
WestLB AG, New York Branch
3.1949%
Societe Generale
2.5559%
Mega International Commercial Bank Co., Ltd, New York Branch
0.8307%
Mega International Commercial Bank Co., Ltd., Silicon Valley Branch
0.6390%
Mega International Commercial Bank Co., Ltd. Chicago Branch
0.6390%
PNC Bank, National Association
1.9169%
Union Bank of California, N.A.
1.5974%
Chang Hwa Commercial Bank, Ltd., New York Branch
1.2780%
Regions Bank
1.2780%
Taiwan Business Bank
1.0863%
Cathay United Bank
0.9585%
First Commercial Bank
0.9585%
Bank Leumi USA
0.6390%
Bank of Communications Co., Ltd., New York Branch
0.6390%
The Bank of East Asia, Ltd., New York Branch
0.6390%
Taipei Fubon Commercial Bank New York Agency
0.6390%
Total
100.00%
Two Bethesda Metro Center
14th Floor
Bethesda, MD 20814
(301) 951-6122
(301) 654-6714 Fax
[email protected]
www.AmericanCapital.com
FOR IMMEDIATE RELEASE:
Contact
Tom McHale , Senior Vice President, Finance (301) 951-6122
John Hooker , Vice President, Debt Capital Markets (301) 951-6122
Jennifer Burke, Corporate Communications (301) 951-6122
AMERICAN CAPITAL AMENDS UNSECURED CREDIT FACILITY
Bethesda, MD - September 29, 2008 - American Capital Ltd. (Nasdaq: ACAS) announced today that it has amended its unsecured credit facility for which Wachovia Bank, N.A. serves as
administrative agent. The amendment reduces the facility's minimum tangible net worth covenant to $4.5 billion plus 40% of new issuances of equity and debt converted into equity after
the third quarter of 2008. In connection with the amendment, the size of the facility was changed from $1.565 billion to $1.409 billion as of September 29, 2008, and $1.252 billion on
December 31, 2009, and the maturity date was revised from May 16, 2012 to March 31, 2011. Interest on borrowings under the amended credit facility will initially be charged at LIBOR
plus a spread of 3.25%, up from 0.90% and the unused facility fee increased from 12.5 basis points to 50 basis points.
In addition, American Capital affirmed its 2008 dividend forecast of $4.19 per share and the fourth quarter 2008 dividend forecast of $1.10 per share, which is forecasted to be paid as a
$1.05 quarterly dividend and a $0.05 bonus dividend. In addition, American Capital reiterates its forecast that it will rollover more than $500 million of ordinary taxable income and net long
term capital gains from 2008 to pay 2009 dividends.
"As we announced earlier this quarter, American Capital has sought to amend covenants in certain of our debt facilities to improve or maintain availability. While this amendment will
increase our borrowing cost, we continue to project that we will rollover more than $500 million of ordinary taxable income and net long term capital gains, and we expect to meet our total
dividend forecast for 2008 of $4.19 per share," saidTom McHale, Senior Vice President, Finance. "We also expect to continue to invest in higher yielding subordinated debt, which has
very attractive spreads over the cost of this capital."
"We believe that this amendment will enhance American Capital's ability to maintain consistent liquidity," saidJohn Hooker, Vice President, Debt Capital Markets. "The continued support
of our lenders in the midst of the turmoil in the financial sector highlights our quality investment portfolio and low leverage."
The following banks are lenders in the facility:
JPMorgan Chase Bank, N.A.
Wachovia Bank, National Association
Branch Banking and Trust Company
Citicorp North America, Inc.,
Credit Suisse, Cayman Islands Branch
Bank of America, N.A.
BMO Capital Markets Financing, Inc.
Fortis Capital Corp.
HSBC Bank USA, N.A.
UBS Loan Finance LLC
SunTrust Bank
Citizens Bank of Pennsylvania
Goldman Sachs Credit Partners, L.P.
Bayerische Hypo-und Vereinsbank AG
Morgan Stanley
Royal Bank of Canada
Sovereign Bank
WestLB AG, New York Branch
Societe Generale
Mega International Commercial Bank Co., Ltd.
PNC Bank, National Association
Union Bank of California, N.A.
Regions Bank
Chang Hwa Commercial Bank, Ltd., New York Branch
Taiwan Business Bank
First Commercial Bank, New York Agency
Cathay United Bank
Bank Leumi USA
The Bank of East Asia, Ltd., New York Branch
Taipei Fubon Commercial Bank, New York Agency
Bank of Communications Co., Ltd., New York Branch
ABOUT AMERICAN CAPITAL
American Capital, with $20 billion in capital resources under management(1), is the only private equity fund and the largest alternative asset management company in the S&P 500.
American Capital, both directly and through its global asset management business, originates, underwrites and manages investments in private equity, leveraged finance, real estate and
structured products. American Capital and its affiliates invest from $5 million to $800 million per company in North America and 5 million Euros to 500 million Euros per company in Europe.
American Capital was founded in 1986 and currently has 13 offices in the U.S., Europe and Asia.
As of August 31, 2008, American Capital shareholders have enjoyed atotal return of 292% since the Company's IPO-an annualized return of 13%, assuming reinvestment of
dividends. American Capital has paid a total of $2.5 billion in dividends and paid or declared $29.25 dividends per share since going public in August 1997 at $15 per share.
Companies interested in learning more about American Capital's flexible financing should contact Mark Opel, Senior Vice President, Business Development, at (800) 248-9340, or
visitwww.AmericanCapital.com orwww.EuropeanCapital.com.
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. Consequently, an investor's shares, when sold, may be worth more or less than their original cost. Additionally, American Capital's
current performance may be lower or higher than the performance data quoted above.
This press release contains forward-looking statements. The statements regarding expected results of American Capital are subject to various factors and uncertainties, including the
uncertainties associated with the timing of transaction closings, changes in interest rates, availability of transactions, changes in regional, national or international economic conditions, or
changes in the conditions of the industries in which American Capital has made investments.
(1)As of June 30, 2008.
HEADQUARTERS
Washington, DC
2 Bethesda Metro Center
14th Floor
Bethesda, MD 20814
(301) 951-6122
(301) 654-6714 fax
[email protected]
5425 Wisconsin Avenue
6th Floor
Chevy Chase, MD 20815
(301) 968-9200
REGIONAL OFFICES
Boston
99 High Street
3rd Floor
Boston, MA 02110
(617) 654-0000
(617) 654-0010 fax
Boston (Technology)
161 Worcester Road
Suite 606
Framingham, MA 01701
(508) 598-1100
(508) 598-1101 fax
Chicago
111 South Wacker Drive
Suite 4000
Chicago, IL 60606
(312) 681-7400
(312) 454-0600 fax
Dallas
2200 Ross Avenue
Suite 4500W
Dallas, TX 75201
(214) 273-6630
(214) 273-6635 fax
Frankfurt*
Niederlassung Frankfurt
Taunusanlage 18
60325 Frankfurt am Main
+49 (0) 69 71 71 297 -0
+49 (0) 69 71 71 297-30 fax
Hong Kong
29/F Gloucester Tower
The Landmark
15 Queens Road C
Central Hong Kong
+852.3476.9238 (direct dial)
+852.3015.9354 fax
London*
25 Bedford Street
London WC2E 9ES
United Kingdom
+44 (0)207 539 7000
+44 (0)207 539 7001 fax
Los Angeles
11755 Wilshire Blvd.
Los Angeles, CA 90025
(310) 806-6280
(310) 806-6299 fax
New York
505 Fifth Avenue
26th Floor
New York, NY 10017
(212) 213-2009
(212) 213-2060 fax
Palo Alto
525 University Avenue
Suite 500
Palo Alto, CA 94301
(650) 289-4560
(650) 289-4570 fax
Providence
76 Westminster Street
Suite 1400
Providence, RI 02903
(401) 456-1530
(401) 456-1543 fax
Madrid*
Velazquez, 47, 7
28001 Madrid
Spain
+34 (91) 423 27 60
+34 (91) 423 27 70 fax
Paris*
112 avenue Kleber
75784 Paris cedex 16
France
+33 (0)1 40 68 06 66
+33 (0)1 40 68 06 88 fax
*affiliated offices