Tag Archives: Registration Statement

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Asset Acceptance Capital Corp. Announces Alternative Takeover Proposal Not to Move Forward & Early T

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Asset Acceptance Capital Corp. Announces Alternative Takeover Proposal Not to Move Forward & Early Termination of the Hart-Scott-Rodino Waiting Period for Acquisition by Encore Capital Group, Inc.

AACC-Encore Merger Expected to Close in the Second Quarter of 2013

WARREN, Mich.–(BUSINESS WIRE)– Asset Acceptance Capital Corp. (NAS: AACC) announced today that the third party (identified as “Company B” in the Registration Statement on Form S-4, file No. 333-187581, filed by Encore Capital Group, Inc., a Delaware corporation, with the Securities and Exchange Commission on March 27, 2013) who had submitted a preliminary written indication of interest concerning an alternative to the transactions contemplated by the previously announced Agreement and Plan of Merger with Encore and Pinnacle Sub, Inc. (a Delaware corporation and wholly owned subsidiary of Encore), dated as of March 6, 2013 (the “Merger Agreement“) informed Asset Acceptance on April 10, 2013 that it would be unable to submit a Superior Proposal (as that term is defined in the Merger Agreement) and of its determination not to move forward with its proposal.

As previously announced, Asset Acceptance has agreed under the Merger Agreement to be acquired by Encore for $6.50 a share, which represents a total equity value of approximately $200 million. Asset Acceptance shareholders will have the option to receive their consideration in cash or Encore stock or any combination of cash and Encore stock, at their election, with the aggregate stock consideration across all stockholders capped at 25% of the total consideration to be received. Asset Acceptance‘s Board of Directors has approved the Merger Agreement with Encore, and Asset Acceptance and Encore are proceeding with the transaction. The closing of the merger with Encore, which is expected to be completed during the second quarter of 2013, is subject to the approval of Asset Acceptance‘s stockholders at a to-be-scheduledspecial meeting and other customary closing conditions.

In addition, Asset Acceptance also announced today that its request for early termination of the waiting period with respect to the filings made under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended in connection with the proposed merger pursuant to the Merger Agreement has been granted and, therefore, such waiting period has ended and the related closing condition set forth in the Merger Agreement has been satisfied.

About Asset Acceptance Capital Corp.

From: http://www.dailyfinance.com/2013/04/11/asset-acceptance-capital-corp-announces-alternativ/

Business, Finance, Occupation & Industry

Empire Resorts Files Registration Statement for Planned Rights Offering

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Empire Resorts Files Registration Statement for Planned Rights Offering


$11.4 Million Offering

MONTICELLO, N.Y.–(BUSINESS WIRE)– Empire Resorts, Inc. (NASDAQ-GM:NYNY) today announced that it plans to commence a rights offering of common stock to the holders of its common stock and Series B Preferred Stock, which, if fully subscribed, will produce gross proceeds to the Company of approximately $11.4 million. The Company expects to utilize the estimated net proceeds of the rights offering of approximately $11.1 million to fund certain costs of its development project at the site of the former Concord Resort in Sullivan County, New York, which costs may include permitting, infrastructure and shared master planning costs and expenses, and for general corporate working capital purposes.

The Company has also reached an agreement in principle with Kien Huat Realty III Limited (“Kien Huat“), the Company’s largest stockholder, for the execution of a standby purchase agreement, whereby Kien Huat would exercise the subscription rights it receives pursuant to the rights offering within ten days of grant. In addition, Kien Huat would exercise all rights not otherwise exercised by the other holders in the rights offering to acquire up to one share less than 20% of the Company’s issued and outstanding common stock on the date of such purchase. However, such agreement in principal is not binding and Kien Huat is not legally obligated to exercise such rights until a standby purchase agreement is executed by the parties.

The Company filed on April 3, 2013 with the Securities and Exchange Commission a registration statement covering the transaction and the distribution of rights and commencement of the rights offering is expected to occur promptly following the effectiveness of that registration statement.

The Company plans to distribute to its common stock holders and Series B Preferred Stock holders one non-transferable right to purchase one share of common stock at a subscription price of $1.8901 per share for each five shares of common stock owned, or into which their Series B Preferred Stock is convertible, on April 8, 2013, the record date for the offering. In addition to being able to purchase their pro rata portion of the shares offered based on their ownership as of April 8, 2013, stockholders may oversubscribe for additional shares of common stock.

Registration Statement
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Source: FULL ARTICLE at DailyFinance

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Engility Wins $116 million Contract to Advise, Assist, Mentor and Train US and Coalition Forces in L

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Engility Wins $116 million Contract to Advise, Assist, Mentor and Train US and Coalition Forces in Law Enforcement

CHANTILLY, Va.–(BUSINESS WIRE)– Engility Holdings, Inc., (NYS: EGL) today announced that Army Contracting Command – Aberdeen Proving Ground (ACC-APG), has awarded the company a multi-million dollar contract to train, mentor and advise U.S. and Coalition Forces in Afghanistan in law enforcement and investigation techniques. The single-award contract has a value of $116 million if all options are exercised and features a one year base period of performance and one six-month option.

“This is a significant win for Engility and we are extremely pleased to continue our work on this vitally important program,” said Engility CEO Tony Smeraglinolo. “The award reflects the strong relationship we have with the U.S. Military and underscores our superior past performance with the U.S. Army since 2006, developing innovative solutions to counter emerging asymmetric threats. We are proud to support this mission.”

About Engility Corporation

Engility is a pure-play government services contractor providing highly skilled personnel wherever, whenever they are needed in a cost-effective manner. Headquartered in Chantilly, Virginia, Engility is a leading provider of specialized technical consulting, program and business support services, engineering and technology lifecycle support, information technology modernization and sustainment, supply chain services and logistics management, and training and education for the U.S. Government with approximately 7,800 employees worldwide and sales of $1.66 billion for 2012. To learn more about Engility, please visit www.engilitycorp.com.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding Engility’s future prospects, projected financial results, and business plans. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates” and similar expressions are also used to identify these forward-looking statements. These statements are based on the current beliefs and expectations of Engility’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause Engility’s actual results to differ materially from those described in the forward-looking statements can be found under the heading “Risk Factors” in the Information Statement included in our Registration Statement on Form 10, as amended, and Quarterly Report on Form 10-Q for the quarter ended September 28, 2012, which have been filed with the …read more
Source: FULL ARTICLE at DailyFinance

Business, Finance, Occupation & Industry

Blackhawk Network Holdings Announces Filing of Registration Statement for IPO

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By MarketNewsVideo Blackhawk Network Holdings, a majority-owned subsidiary of Safeway (SWY), today announced that it has filed a registration statement with the SEC for an IPO of Blackhawk’s Class A common stock. The IPO will consist solely of shares to be offered by existing stockholders, including Safeway Inc. The number of shares to be offered and the price range for the offering have not yet been determined. …read more
Source: FULL ARTICLE at Forbes Markets

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Realty Income Closes Common Stock Offering and Underwriters Exercise Full Over-Allotment Option

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By Business Wirevia The Motley Fool

Realty Income Closes Common Stock Offering and Underwriters Exercise Full Over-Allotment Option

ESCONDIDO, Calif.–(BUSINESS WIRE)– Realty Income Corporation (Realty Income), The Monthly Dividend Company®, (NYS: O) , announced that in addition to the already upsized 15,000,000 share common stock offering that closed today, an additional 2,250,000 shares were purchased by the underwriters upon the exercise of their over-allotment option. With the full exercise of the over-allotment option, the total shares sold in the offering was 17,250,000 shares, and the total net proceeds from the offering, after underwriting discounts and offering expenses payable by the Company, is approximately $756 million.

The net proceeds from the offering will be used to repay borrowings under the Company’s $1.0 billion acquisition credit facility. Any remaining net proceeds will be used for other general corporate purposes and working capital, which may include additional acquisitions and the repayment of other debt.

All of the shares were sold by the Company. The underwriters for the offering were: BofA Merrill Lynch, Morgan Stanley, Wells Fargo Securities, Credit Suisse, Raymond James, RBC Capital Markets, and UBS Investment Bank (joint book-running managers), J.P. Morgan and Jefferies (co-lead managers), Baird, Barclays, BB&T Capital Markets, Citigroup, and Stifel Nicolaus Weisel (senior co-managers), and BNY Mellon Capital Markets, LLC and Piper Jaffray (co-managers).

A copy of the prospectus supplement and the related prospectus pertaining to the offering may be obtained from BofA Merrill Lynch, 222 Broadway, New York, New York 10038, Attn: Prospectus Department or email dg.prospectus_requests@baml.com; or Morgan Stanley, 180 Varick Street, 2nd Floor, New York, New York, 10014, Attn: Prospectus Department, telephone 1.866.718.1649 (toll-free) or email: prospectus@morganstanley.com; or Wells Fargo Securities, Attn: Equity Syndicate Department, 375 Park Avenue, New York, New York 10152, telephone: 1.800.326.5897 or email: cmclientsupport@wellsfargo.com.

These securities were offered pursuant to a Registration Statement that has become effective under the Securities Act. These securities are only offered by means of the prospectus included in the Registration Statement and the preliminary prospectus supplement related to the offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or other jurisdiction where the offer, solicitation, or sale of these securities would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.


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Source: FULL ARTICLE at DailyFinance

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Realty Income Announces Pricing of Upsized 15.0 Million Share Common Stock Offering to Fund Property

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Realty Income Announces Pricing of Upsized 15.0 Million Share Common Stock Offering to Fund Property Acquisitions

ESCONDIDO, Calif.–(BUSINESS WIRE)– Realty Income Corporation (Realty Income), The Monthly Dividend Company®, (NYS: O) , today announced that a public offering of 15,000,000 shares of the company’s common stock has been priced at a public offering price of $45.90 per share, and is expected to close March 11, 2013. Net proceeds from the offering, after underwriting discounts and estimated offering expenses payable by the company and assuming no exercise of the underwriters’ overallotment option, will be approximately $656.9 million. The offering was upsized from an original amount of 10,000,000 shares to the final offering size of 15,000,000 shares. The company has also granted the underwriters a 30-day option to purchase up to 2,250,000 additional shares of common stock to cover overallotments, if any. All of the shares are being sold by the company.

The company expects to use the net proceeds from the offering to repay borrowings under its $1.0 billion acquisition credit facility. Any remaining net proceeds will be used for other general corporate purposes and working capital, which may include additional acquisitions and the repayment of other debt.

The underwriters for the offering are BofA Merrill Lynch, Morgan Stanley, Wells Fargo Securities, Credit Suisse, Raymond James, RBC Capital Markets, and UBS Investment Bank (joint book-running managers), J.P. Morgan and Jefferies (co-lead managers), Baird, Barclays, BB&T Capital Markets, Citigroup, and Stifel Nicolaus Weisel (senior co-managers), and BNY Mellon Capital Markets, LLC and Piper Jaffray (co-managers).

A copy of the prospectus supplement and the related prospectus pertaining to the offering may be obtained, when available, from BofA Merrill Lynch, 222 Broadway, New York, New York 10038, Attn: Prospectus Department or email dg.prospectus_requests@baml.com; or Morgan Stanley, 180 Varick Street, 2nd Floor, New York, New York, 10014, Attn: Prospectus Department, telephone 1.866.718.1649 (toll-free) or email: prospectus@morganstanley.com; or Wells Fargo Securities, Attn: Equity Syndicate Department, 375 Park Avenue, New York, New York 10152, telephone: 1.800.326.5897 or email: cmclientsupport@wellsfargo.com.

These securities are offered pursuant to a Registration Statement that has become effective under the Securities Act. These securities are only offered by means of the prospectus included in the Registration Statement and the preliminary prospectus supplement related to the offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or other jurisdiction where the offer, solicitation, or sale …read more
Source: FULL ARTICLE at DailyFinance

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Realty Income Corporation Announces Commencement of Public Offering of Common Stock

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Realty Income Corporation Announces Commencement of Public Offering of Common Stock

ESCONDIDO, Calif.–(BUSINESS WIRE)– Realty Income Corporation (Realty Income), The Monthly Dividend Company®, (NYS: O) , today announced that it has commenced an underwritten public offering of 10,000,000 shares of common stock. The Company also plans to grant the underwriters a 30-day option to purchase up to 1,500,000 additional shares of common stock to cover overallotments, if any. The underwriters for the offering are: BofA Merrill Lynch, Morgan Stanley, Wells Fargo Securities, Credit Suisse, Raymond James, RBC Capital Markets, and UBS Investment Bank (joint book-running managers), J.P. Morgan and Jefferies (co-lead managers), Baird, Barclays, BB&T Capital Markets, Citigroup, and Stifel Nicolaus Weisel (senior co-managers), and BNY Mellon Capital Markets, LLC and Piper Jaffray (co-managers).

The Company expects to use the net proceeds from the offering to repay borrowings under its $1.0 billion acquisition credit facility, which were, and will be, used to fund real estate acquisitions.

A preliminary prospectus supplement and final prospectus supplement related to the public offering of these securities has been or will be filed with the Securities and Exchange Commission. Copies of the preliminary prospectus supplement and final prospectus supplement, when available, may be obtained from BofA Merrill Lynch, 222 Broadway, New York, New York 10038, Attn: Prospectus Department or email dg.prospectus_requests@baml.com; or Morgan Stanley, 180 Varick Street, 2nd Floor, New York, New York, 10014, Attn: Prospectus Department, telephone 1.866.718.1649 (toll-free) or email: prospectus@morganstanley.com; or Wells Fargo Securities, Attn: Equity Syndicate Department, 375 Park Avenue, New York, New York 10152, telephone: 1.800.326.5897 or email: cmclientsupport@wellsfargo.com.

These securities are offered pursuant to a Registration Statement that has become effective under the Securities Act. These securities are only offered by means of the prospectus included in the Registration Statement and the preliminary prospectus supplement related to the offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or other jurisdiction where the offer, solicitation, or sale of these securities would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.


Forward-Looking Statements

Statements in this press release that are not strictly historical are “forward-looking” statements. Forward-looking statements involve known …read more
Source: FULL ARTICLE at DailyFinance