THL Credit, Inc. Will Commence a Modified Dutch Auction Tender Offer to Repurchase up to $20.0 Million of its Common Stock
23 Juni 2020 - 10:05PM
THL Credit, Inc. (Nasdaq: TCRD) (the “Company”)
announced today that it will commence a modified “Dutch Auction”
tender offer (the “Tender Offer”) to purchase up to $20.0 million
of its common stock at a price per share not less than $3.25 and
not greater than $3.75 in $0.05 increments, using available cash.
The Tender Offer will commence on June 23, 2020 and will expire at
11:59 p.m. Eastern time, on July 21, 2020, unless extended.
As previously announced, on April 21, 2020 THL Credit, Inc.
completed a $30.0 million stock issuance at the Company’s net asset
value per share as of April 15, 2020, and $20.0 million of the
proceeds from this stock issuance will be used to conduct the
Tender Offer. Given the ongoing uncertainty in the market due
to the global pandemic, the remaining $10.0 million of proceeds
from the stock issuance will be used to pay down the Company’s
outstanding revolving credit facility.
If the Tender Offer is fully subscribed, the Company will
purchase between 6,153,846 shares and 5,333,333 shares, or between
17.4% and 15.1%, respectively, of the Company’s outstanding shares
of its common stock. Any shares tendered may be withdrawn prior to
expiration of the Tender Offer. Stockholders that do not wish to
participate in the Tender Offer do not need to take any action.
Based on the number of shares tendered and the prices specified
by the tendering stockholders, the Company will determine the
lowest per-share price that will enable it to acquire up to $20.0
million of its common stock. All shares accepted in the Tender
Offer will be purchased at the same price even if tendered at a
lower price.
The Tender Offer will not be contingent upon any minimum number
of shares being tendered. The Tender Offer will, however, be
subject to other conditions, which will be disclosed in the Tender
Offer documents. In the future, the Board of Directors may consider
additional tender offer(s) or other measures to enhance shareholder
value based on a variety of factors, including the market price of
the Company’s common stock, its net asset value and revolving
credit facility restrictions.
The Company’s Board of Directors is not making any
recommendation to stockholders as to whether to tender or refrain
from tendering their shares in the Tender Offer. Stockholders must
decide how many shares they will tender, if any, and the price
within the stated range at which they will offer their shares for
purchase. The Board of Directors believes that a modified “Dutch
Auction” tender offer is an efficient mechanism that will provide
all stockholders with the opportunity to tender all or a portion of
their shares.
The information agent for the Tender Offer will be D.F. King
& Co. Inc., and the depositary will be American Stock Transfer
& Trust Company, LLC. The offer to purchase (the “Offer to
Purchase”), a letter of transmittal and related documents will be
mailed to registered holders. Beneficial holders will receive the
Offer to Purchase and a communication to consult with their bank,
broker or custodian, if they wish to tender shares. For questions
and information, please call the information agent toll-free at
(800) 848-3409.
Certain Information Regarding the
Tender Offer
The information in this press release describing the Company’s
Tender Offer is for informational purposes only and does not
constitute an offer to buy or the solicitation of an offer to sell
shares of the Company’s common stock in the Tender Offer. The
Tender Offer will be made only pursuant to the Offer to Purchase
and the related materials that the Company expects to file with the
Securities and Exchange Commission on June 23, 2020, and will
distribute to its stockholders, as they may be amended or
supplemented. Stockholders should read such Offer to Purchase and
related materials carefully and in their entirety because they
contain important information, including the various terms and
conditions of the Tender Offer. Stockholders of the Company may
obtain a free copy of the Tender Offer statement on Schedule TO,
the Offer to Purchase and other documents that the Company will
file with the Securities and Exchange Commission from the
Securities and Exchange Commission’s website at www.sec.gov.
Stockholders will also be able obtain a copy of these documents,
without charge, from D.F. King & Co. Inc., the information
agent for the Tender Offer, toll free at (800) 848-3409.
Stockholders are urged to carefully read all of these materials
prior to making any decision with respect to the Tender Offer.
Stockholders and investors who have questions or need assistance
may call D.F. King & Co. Inc.
About THL Credit, Inc.
THL Credit, Inc. (NASDAQ: TCRD) is a closed-end management
investment company that has elected to be treated as a business
development company under the Investment Company Act of 1940. The
Company’s investment objective is to generate both current income
and capital appreciation, primarily through investments in
privately negotiated debt and equity securities of middle market
companies. The Company is a direct lender to middle market
companies and invests primarily in directly originated first lien
senior secured loans, including unitranche investments. In certain
instances, the Company also makes second lien secured loans and
subordinated or mezzanine, debt investments, which may include an
associated equity component such as warrants, preferred stock or
other similar securities and direct equity co-investments. The
Company targets investments primarily in middle market companies
with annual EBITDA generally between $5 million and $25 million.
The Company is headquartered in Boston, with additional origination
teams in Chicago, Dallas, Los Angeles and New York. The Company’s
investment activities are managed by First Eagle Alternative
Credit, LLC (the “Advisor”), an investment adviser registered under
the Investment Advisers Act of 1940. For more information, please
visit www.THLCreditBDC.com.
About First Eagle Alternative Credit, LLC
First Eagle Alternative Credit is an alternative credit
investment manager for both direct lending and broadly syndicated
investments through public and private vehicles, collateralized
loan obligations, separately managed accounts and co-mingled funds.
First Eagle Alternative Credit maintains a variety of advisory and
sub-advisory relationships across its investment platforms. First
Eagle Alternative Credit is a wholly owned subsidiary of First
Eagle Investment Management, LLC.
Forward-Looking Statements
The information contained in this press release, including
statements regarding the Company’s beliefs, expectations,
intentions or strategies for the future, may constitute
forward-looking statements. The Company cautions you that
forward-looking statements are not guarantees of future performance
and that actual results or developments may differ materially from
those projected or implied in these statements. All forward-looking
statements involve a number of risks and uncertainties that could
cause actual results to differ materially from the plans,
intentions and expectations reflected in or suggested by the
forward-looking statements. Certain factors could cause actual
results and conditions to differ materially from those projected in
these forward-looking statements, including: the Company’s
expectation and ability to complete its Tender Offer; the price at
which shares of common stock may trade on the Nasdaq Global Select
Market, which may be higher or lower than the purchase price in the
Tender Offer; the Company’s ability to execute its yield investment
strategy; the performance of the Company’s investments; and changes
in economic or financial market conditions and other factors that
are enumerated in the company’s periodic filings with the
Securities and Exchange Commission. The Company disclaims and does
not undertake any obligation to update or revise any
forward-looking statement in this press release.
These forward-looking statements are subject to the inherent
uncertainties in predicting future results and conditions.
Investor Contact: THL Credit, Inc. Lauren
Vieira (617) 790-6070 lauren.vieira@feim.com
Media Contact: Emily Meringolo Stanton (646)
502-3559 emeringolo@stantonprm.com
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