BlackRock Kelso Capital Corporation (NASDAQ:BKCC) ("BlackRock Kelso Capital" or the "Company") announced that it plans to make a private offering of $100 million aggregate principal amount of unsecured convertible senior notes (the “Notes”) due 2018. BlackRock Kelso Capital also plans to grant the initial purchasers an option to purchase up to an additional $15 million principal amount of the Notes to cover overallotments, if any. The Notes will only be offered to qualified institutional buyers as defined in the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Rule 144A under the Securities Act. The offering is subject to market and other conditions.
The Notes are unsecured, expected to pay interest semiannually and will be convertible under specified circumstances and during certain periods based on a conversion rate to be determined. Upon conversion, BlackRock Kelso Capital will pay or deliver, subject to the terms of the documents governing the Notes, cash, shares of BlackRock Kelso Capital’s common stock, or a combination of cash and shares of BlackRock Kelso Capital’s common stock, at BlackRock Kelso Capital’s election. The Notes will mature on February 15, 2018, unless repurchased or converted in accordance with their terms prior to such date. The interest rate, conversion rate and other financial terms of the Notes will be determined at the time of pricing of the offering.
BlackRock Kelso Capital expects to use the net proceeds of this offering to reduce outstanding borrowings and for general corporate purposes, including investing in portfolio companies in accordance with its investment objective.
Neither the Notes nor the shares of common stock that may be issued upon conversion will be registered under the Securities Act or any state securities laws. Neither the Notes nor the shares of common stock that may be issued upon conversion may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.
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