- East Asset Management to make
$25 million strategic investment intoRand Capital in exchange for approximately 8.3 million shares ofRand Capital common stock;$3.00 per share purchase price represents a 33% premium above yesterday’s closing price - Rand to externalize management: retaining current team and creating a lower expense-to-asset ratio structure
- Board of Directors plans to declare special dividend of an estimated
$1.50 per share in combination of cash and stock; intends to establish ongoing regular cash dividend policy post close - Transactions create greater scale, immediately strengthen net investment income, provide additional investment expertise and establish expanded sourcing platform for growth
Erland (“Erkie”) Kailbourne, Chairman of the Board of
The Proposed Transactions
EAM plans to purchase approximately 8.3 million in Rand shares for
A new entity,
The proposed transactions, which are subject to certain shareholder and regulatory approvals and consents, is expected to close during the third quarter of 2019. Following the close, Rand will continue to trade on the Nasdaq under its ticker “RAND” and will operate as an externally-managed business development corporation (“BDC”).
Post Transaction Restructuring to
In connection with closing and contingent upon meeting certain tax-related conditions, Rand intends to elect to become a regulated investment company (“RIC”) for
To qualify as a RIC, Rand’s Board of Directors intends to declare a special dividend of an estimated
In addition to the externalization of management, the intent of the restructuring and addition of yielding assets is to enable Rand to become a regular dividend-paying BDC. Rand intends to pay greater than 90% of its investment company taxable income in regular cash dividends to shareholders.
Future Growth Strategy
CONFERENCE CALL AND WEBCAST
Rand’s conference call can be accessed by calling (201) 689-8263. Alternatively, the webcast can be monitored on Rand’s website at www.randcapital.com under “Investor Relations”.
A telephonic replay will be available from approximately
About
About East Asset Management
East Asset Management (EAM), formed in 2010, is dedicated to investing in private & public market securities and has formed multiple investment vehicles that provide capital to a variety of industries including energy, media, real estate, hospitality, sports and entertainment. EAM has developed a unique and proprietary network for sourcing investment opportunities, including opportunities in the private credit/current yield space, leveraging both its in-house and affiliated investment talent and capabilities. EAM is an entity owned by Terry and
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than historical facts, including but not limited to statements regarding the expected timing of the closing of the proposed transactions; the ability of the parties to complete the proposed transactions considering the various closing conditions, including receipt of necessary shareholder approvals and approval from the
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of solicitation of proxies from shareholders of
No Offer or Solicitation
This is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication of this press release is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in
Participants in the Solicitation
View source version on businesswire.com: https://www.businesswire.com/news/home/20190125005080/en/
Company:
Allen F. (“Pete”)
Phone: 716.853.0802
Email: pgrum@randcapital.com
Investors:
Phone: 716.843.3908 / 716.843.3942
Email: dpawlowski@keiadvisors.com / khoward@keiadvisors.com
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