Patriot Capital Funding Declares Final Dividend
29 October 2009 - 11:43PM
Business Wire
Patriot Capital Funding, Inc. (NasdaqGS: PCAP) today announced
that its board of directors declared a final dividend in an amount
equal to all of Patriot Capital Funding’s undistributed net
ordinary income and capital gains through the closing date of its
proposed merger with Prospect Capital Corporation. It is currently
estimated that the amount of the final dividend will be $0.38 per
share assuming that the merger closes on November 25, 2009. The
actual amount of the final dividend may be more or less than the
estimated amount and will be determined immediately prior to the
closing of the merger.
The final dividend is necessary to preserve Patriot Capital
Funding’s favorable regulated investment company tax treatment.
Specifically, Patriot Capital Funding generally must distribute to
its shareholders annually at least 90% of its “investment company
taxable income,” which is generally its net ordinary income plus
the excess, if any, of realized net short-term capital gains over
realized net long-term capital losses, in order to maintain its
qualification as a regulated investment company for U.S. federal
income tax purposes. As a result, because Patriot Capital Funding’s
existence will terminate upon the closing of the merger, Patriot
Capital Funding is required to declare a final dividend to its
shareholders, which together with all Patriot Capital Funding’s
previous dividends, will have the effect of distributing to Patriot
Capital Funding’s shareholders all of its regulated investment
company taxable income through the closing date of the merger and
thus satisfy the annual regulated investment company distribution
requirements for the taxable year ending on the closing date of the
merger.
In accordance with a recent IRS revenue procedure, the dividend
will be payable up to 10% in cash and at least 90% in newly issued
shares of Patriot Capital Funding’s common stock. Each shareholder
will have the right to elect to receive such dividend in cash or
common stock through an election form which will be subsequently
distributed to shareholders of Patriot Capital Funding, although no
more than 10% of the total dividend paid to all shareholders will
be paid in cash. If the total portion of the dividend to be paid to
shareholders electing to receive cash exceeds 10% of the total
dividend, each such shareholder electing to receive cash will
receive an allocable portion of the total cash to be distributed
and the remaining portion of the distribution to be paid to each
such shareholder will be paid in common stock.
The final dividend will be paid immediately prior to the
consummation of the merger with Prospect Capital (which is
anticipated to be on or around November 25, 2009) to shareholders
of record of Patriot Capital Funding at the close of business on
November 2, 2009. The shares received in connection with the final
dividend will be converted into the merger consideration in
accordance with the merger agreement with Prospect Capital. In the
event that Patriot Capital Funding’s merger with Prospect Capital
is not consummated, Patriot Capital Funding will not pay the final
dividend and its 2009 tax year will continue.
Also, Patriot Capital Funding has terminated its dividend
reinvestment plan effective immediately in light of its proposed
merger with Prospect Capital. As a result, the dividend
reinvestment plan will not apply to the final dividend.
About Patriot Capital Funding, Inc.
Patriot Capital Funding, Inc. (www.patcapfunding.com) is a
specialty finance company providing customized financing solutions
primarily to private equity sponsors focused on making investments
in small- to mid-sized companies.
Forward-Looking Statements
This press release may contain certain forward-looking
statements, including statements with regard to the estimated
amount of the final dividend and the proposed merger transaction
between Patriot Capital Funding and Prospect Capital. Words such as
“believes,” “expects,” “projects,” and “future” or similar
expressions are intended to identify forward-looking statements.
These forward-looking statements are subject to risks and
uncertainties, including that the actual amount of the final
dividend may be materially different than the estimated amount of
the final dividend, and other factors enumerated in the filings
Patriot Capital Funding makes with the SEC. Patriot Capital Funding
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed merger transaction involving Patriot
Capital Funding and Prospect Capital. In connection with the
proposed merger, Prospect Capital has filed with the SEC a
registration statement on Form N-14 containing a proxy
statement/prospectus for the shareholders of Patriot Capital
Funding, and each of Patriot Capital Funding and Prospect Capital
may be filing other documents with the SEC regarding the proposed
merger transaction. The definitive proxy statement/prospectus has
been mailed to shareholders of Patriot Capital Funding.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, PATRIOT
CAPITAL FUNDING’S SHAREHOLDERS AND INVESTORS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and
shareholders may obtain, without charge, a copy of the definitive
proxy statement/prospectus, as well as other relevant documents
containing important information about Patriot Capital Funding and
Prospect Capital at the SEC’s website (http://www.sec.gov). Patriot
Capital Funding’s shareholders also may obtain, without charge, a
copy of the definitive proxy statement/prospectus and other
relevant documents by directing a request by mail or telephone to
Patriot Capital Funding, 274 Riverside Avenue, Westport,
Connecticut, (203) 429-2700.
Patriot Capital Funding and its directors and executive officers
and other persons may be deemed to be participants in the
solicitation of proxies from Patriot Capital Funding’s shareholders
with respect to the proposed merger. Information about Patriot
Capital Funding’s directors and executive officers and their
ownership of Patriot Capital Funding’s common stock is set forth in
the definitive proxy statement/prospectus for Patriot Capital
Funding’s special meeting of shareholders, which was filed with the
SEC on Schedule 14A on October 26, 2009. Shareholders may obtain
additional information regarding the interests of Patriot Capital
Funding and its directors and executive officers in the proposed
merger, which may be different than those of Patriot Capital
Funding’s shareholders generally, by reading the definitive proxy
statement/prospectus and other relevant documents regarding the
proposed merger.
Patriot Capital Funding (MM) (NASDAQ:PCAP)
Historical Stock Chart
From May 2024 to Jun 2024
Patriot Capital Funding (MM) (NASDAQ:PCAP)
Historical Stock Chart
From Jun 2023 to Jun 2024