BlackRock Kelso Capital Corporation (NASDAQ:BKCC) ("BlackRock Kelso Capital" or the "Company") announced that it has agreed to sell to initial purchasers in a private offering $100 million aggregate principal amount of 5.50% 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 closing of the transaction is subject to customary closing conditions.
The Notes are unsecured and bear interest at a rate of 5.50% per year, payable semiannually in arrears. In certain circumstances and during certain periods, the Notes are convertible into 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, at an initial conversion rate of 86.0585 shares of common stock per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately $11.62 per share of BlackRock Kelso Capital’s common stock, subject to customary anti-dilution adjustments. BlackRock Kelso Capital will not have the right to redeem the Notes prior to maturity. The Notes will mature on February 15, 2018, unless repurchased or converted in accordance with their terms prior to such date.
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 common stock that may be issued upon conversion may be offered or sold in the United States absent the registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.
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