NEW YORK and ARLINGTON, Va., Aug.
18, 2015 /PRNewswire/ -- PennantPark Floating Rate Capital
Ltd. (NASDAQ: PFLT) and MCG Capital Corporation (NASDAQ: MCGC)
announced today that the merger pursuant to the merger agreement
dated April 28, 2015 among MCG, PFLT,
two of PFLT's wholly-owned subsidiaries and PFLT's investment
adviser, has closed.
In accordance with the terms of the merger agreement, at the
time of the merger, each outstanding share of MCGC common stock
(including shares of restricted stock) was converted into the right
to receive (i) 0.32044 shares of PFLT's common stock (with MCGC
stockholders receiving cash in lieu of fractional shares of PFLT
common stock), and (ii) $0.30595 per
share in cash. As a result of the merger, PFLT is expected to
issue an aggregate of approximately 11.8 million shares of its
common stock to former MCGC stockholders, and PennantPark
Investment Advisers, LLC, the investment adviser to PFLT, is
expected to make an aggregate cash payment of approximately
$11.3 million to former MCGC
stockholders.
Arthur Penn, Chief Executive
Officer of PFLT, said "Through our acquisition of MCGC we have
successfully created a larger middle-market senior floating rate
capital provider with greater market coverage, access to capital,
scale and diversification. We look forward to prudently
deploying the capital acquired in this transaction and to building
upon our diversified portfolio composition to consistently deliver
value for our stockholders regardless of the economic cycle."
Richard W. Neu, Chairman of the
MCGC Board of Directors, said "We are pleased that our mutually
beneficial combination with PFLT has now closed. We believe
that PFLT is an ideal partner for MCGC stockholders and we wish
Art Penn and his team all the
best. We are also deeply grateful to Keith Kennedy for the tremendous leadership and
execution provided since he assumed the role of CEO in April of
2014 and for the tireless efforts provided by Keith and the whole
MCGC team."
Keefe, Bruyette & Woods, Inc. and SunTrust Robinson
Humphrey, Inc. served as financial advisers to PFLT. Dechert
LLP and Venable LLP served as legal counsel to PFLT. Morgan
Stanley served as financial adviser to MCGC. Wachtell,
Lipton, Rosen & Katz served as legal counsel to MCGC and
Sutherland Asbill & Brennan LLP served as legal counsel to MCGC
with respect to the Investment Company Act of 1940.
ABOUT PENNANTPARK FLOATING RATE CAPITAL LTD.
PennantPark Floating Rate Capital Ltd. is a business development
company which primarily invests in U.S. middle-market private
companies in the form of floating rate senior secured loans. From
time to time, the Company may also invest in mezzanine debt and
equity investments. PennantPark Floating Rate Capital Ltd. is
managed by PennantPark Investment Advisers, LLC.
FORWARD-LOOKING STATEMENTS
This press release may contain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. All statements other than statements of historical facts
included in this press release are forward-looking statements and
are not guarantees of future performance or results and involve a
number of risks and uncertainties. Actual results may differ
materially from those in the forward-looking statements as a result
of a number of factors, including those described from time to time
in filings with the Securities and Exchange Commission. The Company
undertakes no duty to update any forward-looking statement made
herein. You should not place undue influence on such
forward-looking statements as such statements speak only as of the
date on which they are made.
CONTACT:
Aviv Efrat
PennantPark Floating Rate Capital Ltd.
(212) 905-1000
www.pennantpark.com
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SOURCE PennantPark Floating Rate Capital Ltd.