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8-K - FORM 8-K - CAPITALSOURCE INC | w84195e8vk.htm |
Exhibit 99.1
News
CapitalSource Inc. | ||
5404 Wisconsin Avenue Eleventh Floor Chevy Chase, MD 20815 |
FOR IMMEDIATE RELEASE | ||
For information contact: |
||
Investor Relations:
|
Media Relations: | |
Dennis Oakes
|
Michael Weiss | |
Senior Vice President, Investor Relations
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Director of Communications | |
(212) 321-7212
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(301) 841-2918 | |
doakes@capitalsource.com
|
mweiss@capitalsource.com |
CapitalSource Announces Tender Offer
For 12.75% First Priority Senior Secured Notes Due 2014
For 12.75% First Priority Senior Secured Notes Due 2014
CHEVY CHASE, MD. August 31, 2011/GlobeNewswire/CapitalSource Inc. (NYSE: CSE) today announced
that it has launched a Tender Offer and Consent Solicitation for holders of its outstanding 12.75%
First Priority Senior Secured Notes due 2014 (the Notes). Pursuant to the Offer, the Company is
offering to purchase any and all of the Notes for cash and is also soliciting consents to amend
certain terms of the indenture governing the Notes (the Amendments). Adoption of the proposed
Amendments requires the consent of holders of at least a majority of the outstanding aggregate
principal amount of the Notes (the Requisite Consents). The aggregate outstanding principal
amount of the Notes as of August 30, 2011 was $272.5 million.
The Tender Offer and Consent Solicitation are scheduled to expire at 5:00 p.m., New York City time,
on September 28, 2011 (the Expiration Date), subject to extension at the Companys option.
Tendered Notes may be withdrawn until the withdrawal deadline, which will be the earlier of (1) the
time and date that a supplemental indenture implementing the Amendments is executed (which is
expected to occur shortly after the Requisite Consents are received) and (2) 5:00 P.M., New York
City time, on September 14, 2011 (subject to extension at the Companys option). Tendered Notes
may not be withdrawn after the withdrawal deadline unless required by law.
Holders may not tender their Notes in the Tender Offer without delivering their consent to the
proposed Amendments, and holders may not deliver their consent to the proposed Amendments without
tendering their Notes pursuant to the Tender Offer. If the Requisite Consents are obtained and the
proposed Amendments are adopted by execution of the supplemental indenture,
substantially all of
the restrictive covenants and certain events of default contained in the indenture governing the
Notes would be eliminated.
Holders of Notes that are accepted for purchase will receive total consideration of $1,265.00 per
$1,000.00 principal amount of Notes accepted, which includes $1,215.00 as the Tender Offer
Consideration and $50.00 as a consent payment (Consent Payment), if their Notes are validly
tendered prior to 5:00 P.M., New York City time, on September 14, 2011 (the Consent Deadline)
subject to extension at the Companys option. Holders of Notes that are validly tendered after the
Consent Deadline, but on or prior to the Expiration Date, will receive only the Tender Offer
Consideration for their Notes and will not receive the Consent Payment. Accrued interest up to,
but not including, the payment date will be paid in cash on all Notes that are accepted for
purchase.
The Company expects to fund the Tender Offer and Consent Solicitation with available cash.
This press release is not an offer to purchase or a solicitation of consents with respect to the
Notes. The Tender Offer and Consent Solicitation is being made solely by the Tender Offer and
Consent Solicitation Statement dated August 31, 2011 and the related Letter of Transmittal and
Consent, which set forth the complete terms of the Tender Offer and Consent Solicitation.
For a complete statement of the terms and conditions of the Tender Offer and Consent Solicitation
and the proposed Amendments to the indenture, holders of the Notes should refer to the Tender Offer
and Consent Solicitation Statement, which is being sent to all holders of record of the Notes.
Questions concerning the terms of the Solicitation should be directed to the Dealer Manager and
Solicitation Agent as follows:
Credit Suisse Securities (USA) LLC
Toll-free: (800) 820-1653
Collect: (212) 325-5912
Toll-free: (800) 820-1653
Collect: (212) 325-5912
Requests for assistance in completing and delivering a Letter of Transmittal and Consent or
requests for additional copies of the Offer to Purchase and Consent Solicitation should be directed
to Trustee, as follows:
U.S. Bank National Association
By Facsimile:
(For Eligible Institutions only): (651) 495-8158
Confirmation by Telephone:
(800) 934-6802
By Overnight Courier or Mail:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attn: Specialized Finance
By Facsimile:
(For Eligible Institutions only): (651) 495-8158
Confirmation by Telephone:
(800) 934-6802
By Overnight Courier or Mail:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attn: Specialized Finance
None of the Company, the Dealer Manager and Solicitation Agent, U.S. Bank National Association, the
depositary for the Tender Offer and Consent Solicitation and the trustee under
the indenture
relating to the Notes, nor any other party makes any recommendation as to whether holders of the
Notes should tender them or deliver the related consents or refrain from doing so, and no one has
been authorized to make such a recommendation.
About CapitalSource:
CapitalSource Inc. (NYSE: CSE) is a commercial lender that provides financial products to small and
middle market businesses nationwide and offers depository products and services in southern and
central California through its wholly owned subsidiary CapitalSource Bank. As of June 30, 2011,
CapitalSource had total assets of $9.3 billion and $4.8 billion in deposits. Visit
www.capitalsource.com for more information.
Forward Looking Statements
This release contains forward-looking statements within the meaning of the federal securities
laws, including certain plans, expectations and future events, all which are subject to numerous
assumptions, risks, and uncertainties. All statements contained in this release that are not
clearly historical in nature are forward-looking, and the words anticipate, assume, intend,
believe, expect, estimate, forecast, plan, position, project, will, should,
would, seek, continue, outlook, look forward, and similar expressions are generally
intended to identify forward-looking statements. All forward-looking statements (including
statements related to the Tender Offer and the Solicitation, including the timing, the expiration
date, the consent deadline and the possible completion of the tender offer and solicitation)
involve risks, uncertainties and contingencies, many of which are beyond our control which may
cause actual results, performance, or achievements to differ materially from anticipated results,
performance or achievements. Actual results could differ materially from those contained or implied
by such statements for a variety of factors, including without limitation: changes in economic or
market conditions or investment or lending opportunities; regulatory restrictions; continued or
worsening disruptions in credit and other markets; increase in interest rates and lending spreads;
competitive and other market pressures on product pricing and services; reduced demand for our
services; declines in asset values; expenses being higher than the income generated by the
portfolio; drawdown of unfunded commitments substantially in excess of historical drawings; loan
losses; compression of spreads; higher than anticipated increases in operating expenses; success
and timing of other business strategies; and other factors described in CapitalSources 2010 Annual
Report on Form 10-K and documents subsequently filed by CapitalSource with the Securities and
Exchange Commission. All forward-looking statements included in this release are based on
information available at the time of the release. We are under no obligation to (and expressly
disclaim any such obligation to) update or alter our forward-looking statements, whether as a
result of new information, future events or otherwise except as required by applicable law.
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