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8-K - 8-K - American Capital Senior Floating, Ltd. | acsf8-k12x20x16.htm |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
December 19, 2016
Contact:
Investor Relations - (301) 968-9310
American Capital Senior Floating Announces Appointment of Ivy Hill
as New Manager
Bethesda, MD – December 19, 2016 - American Capital Senior Floating, Ltd. (NASDAQ:
ACSF) (“ACSF” or the “Company”), announced today that its Board of Directors has approved
the appointment of Ivy Hill Asset Management, L.P. (“Ivy Hill”), a wholly-owned portfolio
company of Ares Capital Corporation (NASDAQ: ARCC) (“ARCC”), as the Company’s new
external manager, effective upon the acquisition of American Capital, Ltd. (NASDAQ: ACAS)
(“ACAS”) by ARCC. At present, the Company is externally managed by American Capital
ACSF Management, LLC (“ACSF Management”), a wholly-owned affiliate of ACAS. ARCC and
ACAS have announced that their acquisition transaction is expected to close as early as the
first week of January 2017.
The Company’s Board of Directors approved both interim and regular management
agreements with Ivy Hill, as permitted under applicable SEC rules, and an administration
agreement with Ares Operations LLC. The management agreements will be submitted to the
shareholders of the Company for ratification at a special shareholder meeting during the first
half of 2017.
ACSF also announced that at its annual meeting of shareholders held on December 16, 2016,
its shareholders approved the reelection of each member of the Company’s Board of Directors
and the appointment of Ernst & Young LLP as the Company’s auditors. However, ACSF failed
to obtain a quorum of outstanding shares in respect of proposals to amend and restate the
Company’s management agreement with ACSF Management (the “ACSF Management
Agreement”) and to ratify and approve certain payments previously made to ACSF
Management, even though each proposal received the favorable vote of at least 85% of the
shareholders who did cast votes.
The amendment and restatement of the ACSF Management Agreement would have had the
effect of extending for an additional five years an existing limit on certain of the Company’s
expenses generally equal to 0.75% of the Company’s consolidated net assets. The limit had
Two Bethesda Metro Center
14th Floor
Bethesda MD 20814
(301) 968-9310
www.ACSF.com
IR@ACSF.com
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expired in January 2016, but ACSF had voluntarily extended the limit through the annual
meeting. ACSF Management has informed the Company’s Board of Directors that it will
further voluntarily extend the limit until the termination of ACSF Management Agreement at the
time of the ACAS sale to ARCC. The new management agreement with Ivy Hill does not have
a similar expense limit.
ABOUT AMERICAN CAPITAL SENIOR FLOATING, LTD.
American Capital Senior Floating, Ltd. (NASDAQ: ACSF) is a non-diversified closed-end
investment management company that invests primarily in senior first lien and second lien
floating rate loans to large-market U.S. based companies ("Senior Floating Rate Loans") and
in debt and equity tranches of collateralized loan obligations collateralized by Senior Floating
Rate Loans. The Company has elected to be treated as a business development company
under the Investment Company Act of 1940, as amended. The Company is externally
managed by American Capital ACSF Management, LLC, an indirect subsidiary of American
Capital Asset Management, LLC, a wholly-owned portfolio company of American Capital, Ltd.
For further information, please refer to www.ACSF.com.
ADDITIONAL INFORMATION
This press release contains forward-looking statements. Forward-looking statements are
based on estimates, projections, beliefs and assumptions of management of the Company at
the time of such statements and are not guarantees of future performance. Forward-looking
statements involve risks and uncertainties in predicting future results and conditions. Actual
results could differ materially from those projected in these forward-looking statements due to
a variety of factors, including, without limitation, 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. Certain factors that could cause actual results
to differ materially from those contained in the forward-looking statements are included in the
“Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2015 and the Company’s subsequent periodic filings. Copies are available on
the SEC’s website at www.sec.gov. Forward-looking statements are made as of the date of
this press release, and are subject to change without notice. We disclaim any obligation to
update or revise any forward-looking statements based on the occurrence of future events, the
receipt of new information, or otherwise.