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2012年2月8日星期三

Apollo Investment Corporation Announces Quarterly Financial Results, Senior Management Changes, Quarterly Dividend …

NEW YORK, NY–(Marketwire -02/08/12)- Apollo Investment Corporation (NASDAQ: AINV – News)
  • Reports Net Assets of $1.6 billion and Net Asset Value per share of $8.16 as of December 31, 2011 and Net Investment Income of $0.20 per share for the quarter ended December 31, 2011
  • Names Respected Industry Veteran Edward Goldthorpe as President
  • Seeks to Capitalize on Current Market Opportunities by Providing Diverse Array of Private Debt Market Investment Solutions
  • Declares a Dividend of $0.20 per share for the Fiscal Fourth Quarter of 2012
  • Considers an Equity Capital Raise with Support from Apollo Global Management and Related Fee Waiver from Apollo Investment Management
Apollo Investment Corporation (NASDAQ: AINV – News) or the “Company”, “Apollo Investment“, “we” or “our” today announces financial results for its fiscal quarter ended December 30, 2011. Our net investment income was $0.20 per share for the quarter ended December 31, 2011 and net asset value (“NAV”) was $8.16 per share as of December 31, 2011.
The Board announced today that Mr. Edward Goldthorpe will be joining Apollo Investment Corporation as its President, succeeding Mr. Patrick Dalton, who formerly held positions as President and Chief Operating Officer. Mr. Edward Goldthorpe will also replace Mr. Dalton as Chief Investment Officer of our investment adviser. The Company announced that its Board of Directors has appointed Mr. James Zelter as the Company‘s interim President, effective immediately. He will also serve as interim CIO of Apollo Investment Management until Mr. Goldthorpe joins, which is expected to occur in the next 90 days. Mr. Zelter will retain his position as Chief Executive Officer of the Company. Apollo Investment also announced that its Board of Directors has appointed Mr. Gene Donnelly, Apollo Global Management, LLC’s CFO, as interim CFO and Treasurer for the Company. Mr. Donnelly succeeds Mr. Richard Peteka who formerly served as the Company’s CFO and Treasurer. Mr. Donnelly will serve as interim CFO and Treasurer until a permanent replacement has been appointed by the Board. The Board also named Ms. Eileen Patrick as the Executive Vice President of Corporate Strategy for the Company. In this newly created role, Ms. Patrick will assist in the execution of Apollo Investment Corporation’s strategic expansion during this period of transition.
In order to capitalize on various proprietary market opportunities and to maintain an appropriate capital structure, the Board has authorized management to explore whether the Company should raise up to $200 million of additional equity capital, which may be conducted, among other means, through either a marketed deal or a rights offering. Apollo Global Management has informed the Company that it intends to support AINV’s equity capital raise, which in the case of a rights offering could include the exercise of oversubscription rights as a backstop for up to $50 million. In further support of an equity offering, Apollo Investment Management has informed the Company that it intends to waive its management and incentive fees associated with any shares issued through this offering. Additionally, Apollo Global Management may also purchase shares of AINV in the open market.
The Company also announced that its Board of Directors has declared for the fourth fiscal quarter of 2012 a dividend of $0.20 per share, payable on April 3, 2012 to stockholders of record as of February 18, 2012. We believe having a dividend that is more closely aligned with net investment income per share is prudent and appropriate. The specific tax characteristics of this dividend will be reported to stockholders on Form 1099 after the end of the calendar year.
Mr. Zelter, Apollo Investment Corporation’s Chief Executive Officer, said, “Since the onset of the global credit crisis, we believe the role of business development companies such as Apollo Investment Corporation has become increasingly important, filling the gap left by banks and traditional financial services companies. Prior to the credit crisis, AINV focused primarily on providing acquisition financing to middle market private equity sponsors. Today, we believe the growing void in the capital markets creates attractive opportunities for our business. Consequently, we intend to expand our footprint to provide a wider array of proprietary private financing solutions for companies across a broad spectrum of industries and situations. The changes we have announced today, including more closely aligning our dividend with our net investment income and our decision to explore the raising of additional equity capital, are designed to reposition us to grow our business in the current environment.”
Mr. Zelter continued, “We are very pleased that industry veteran Edward Goldthorpe has agreed to join the senior management team at AINV, and we are confident he will play a major role in driving growth and value creation for the Company. Broadly speaking, we believe the changes we have made will enable us to capitalize on the meaningful opportunities we see in the current market and generate attractive risk-adjusted returns for our shareholders.”
ABOUT EDWARD J. GOLDTHORPE:Mr. Goldthorpe was most recently with Goldman Sachs for the past 13 years, where he served as a Managing Director with the Bank Loan Distressed Investing Desk (2009-2012), and prior to that Mr. Goldthorpe was a Managing Director with the Special Situations Group within the firm’s Securities Division (2005-2009). Previously, Mr. Goldthorpe was a Vice President in the High Yield Distressed Group (2001-2005), an analyst in the Merchant Banking Division (2000-2001), and an analyst in the Investment Banking Division (1999-2000).
FINANCIAL HIGHLIGHTS FOR THE QUARTER ENDED DECEMBER 31, 2011:
At December 31, 2011:
Total Assets: $2.9 billion
Investment Portfolio: $2.8 billion
Net Assets: $1.6 billion
Net Asset Value per share: $8.16
Portfolio Activity for the Quarter Ended December 31, 2011:
Investments made during the quarter: $95 million
Number of new portfolio companies invested: 3
Investments sold or prepaid during the quarter: $175 million
Number of portfolio company exits: 5
Operating Results for the Quarter Ended December 31, 2011 (in thousands, except per share amounts):
Net investment income: $38,538
Net realized and unrealized gain: $25,159
Net increase in net assets from operations: $63,697
Net investment income per share: $0.20
Net realized and unrealized gain per share: $0.12
Earnings per share — basic: $0.32
Earnings per share — diluted: $0.31
CONFERENCE CALL / WEBCAST AT 11:00 AM EST ON FEBRUARY 8, 2012
The Company will host a conference call at 11:00 a.m. (Eastern Standard Time) on Wednesday, February 8, 2012 to present third fiscal quarter results. All interested parties are welcome to participate in the conference call by dialing (888) 802-8579 approximately 5-10 minutes prior to the call, international callers should dial (973) 633-6740. Participants should reference Apollo Investment Corporation or Conference ID: 40610975 when prompted. Following the call you may access a replay of the event either telephonically or via audio webcast. The telephonic replay will be available through February 22, 2012 by calling (800) 585-8367; international callers please dial (404) 537-3406, reference pin #40610975. The audio webcast will be available later that same day. To access the audio webcast please visit the Event Calendar in the Investor Relations section of our website at www.apolloic.com.
PORTFOLIO AND INVESTMENT ACTIVITYDuring the three months ended December 31, 2011, we invested $95 million across 3 new and 6 existing portfolio companies, through a combination of primary and secondary market purchases. This compares to investing $382 million in 8 new and 3 existing portfolio companies for the three months ended December 31, 2010. Investments sold or prepaid during the three months ended December 31, 2011 totaled $175 million versus $481 million for the three months ended December 31, 2010.
At December 31, 2011, our portfolio consisted of 67 portfolio companies and was invested 29% in senior secured loans, 60% in subordinated debt, 1% in preferred equity and 10% in common equity and warrants measured at fair value versus 69 portfolio companies invested 29% in senior secured loans, 62% in subordinated debt, 1% in preferred equity and 8% in common equity and warrants at December 31, 2010.
The weighted average yields on our senior secured loan portfolio, subordinated debt portfolio and total debt portfolio as of December 31, 2011 at our current cost basis were 9.7%, 12.6% and 11.7%, respectively. At December 31, 2010, the yields were 8.7%, 12.9% and 11.5%, respectively.
Since the initial public offering of Apollo Investment in April 2004 and through December 31, 2011, invested capital totaled over $8.6 billion in 164 portfolio companies. Over the same period, Apollo Investment completed transactions with more than 100 different financial sponsors.
At December 31, 2011, 66% or $1.7 billion of our income-bearing investment portfolio is fixed rate and 34% or $0.8 billion is floating rate, measured at fair value. On a cost basis, 65% or $1.8 billion of our income-bearing investment portfolio is fixed rate and 35% or $1.0 billion is floating rate. At December 31, 2010, 63% or $1.7 billion of our income-bearing investment portfolio was fixed rate and 37% or $1.0 billion was floating rate. On a cost basis, 63% or $1.8 billion of our income-bearing investment portfolio was fixed rate and 37% or $1.0 billion was floating rate.
RESULTS OF OPERATIONS
Results comparisons below are for the three and nine months ended December 31, 2011 and December 31, 2010.
Investment Income
For the three and nine months ended December 31, 2011, gross investment income totaled $83.8 million and $272.4 million, respectively. For the three and nine months ended December 31, 2010, gross investment income totaled $94.3 million and $264.1 million, respectively. The decrease in gross investment income for the three months ended December 31, 2011 as compared to the three months ended December 31, 2010 was primarily due to a decrease in the receipt of prepayment premiums and other deal related income. The increase in gross investment income for the nine months ended December 31, 2011 as compared to the nine months ended December 31, 2010 was primarily due to an increase in the receipt of prepayment premiums and other deal related income.
Expenses
Expenses totaled $45.3 million and $140.7 million, respectively, for the three and nine months ended December 31, 2011, of which $24.3 million and $75.6 million, respectively, were base management fees and performance-based incentive fees and $16.9 million and $50.2 million, respectively, were interest and other debt expenses. Administrative services and other general and administrative expenses totaled $4.0 million and $14.9 million, respectively, for the three and nine months ended December 31, 2011. Expenses totaled $44.2 million and $122.9 million, respectively, for the three and nine months ended December 31, 2010, of which $27.7 million and $80.1 million, respectively, were base management fees and performance-based incentive fees and $13.4 million and $34.1 million, respectively, were interest and other debt expenses. Administrative services and other general and administrative expenses totaled $3.0 million and $8.8 million, respectively, for the three and nine months ended December 31, 2010. Expenses consist of base investment advisory and management fees, insurance expenses, administrative services fees, legal fees, directors’ fees, audit and tax services expenses, and other general and administrative expenses. The increase in expenses from the December 2010 periods to the December 2011 periods was primarily due to an increase in interest expense as our average interest cost in the current periods is over 100 basis points higher than in the year ago periods and the average debt outstanding is roughly $150 million higher on a year over year basis. The increase in average interest cost resulted from the issuance of new tranches of long-term fixed rate debt in periods during and subsequent to the three and nine month periods ended December 31, 2010. In addition, in the nine month period ended December 31, 2011, the Company recognized approximately $4.0 million in net non-recurring expenses, including legal and other professional expenses of $4.7 million net of a non-recurring reduction of administrative expenses.
Net Investment Income
The Company’s net investment income totaled $38.5 million and $131.7 million, or $0.20 and $0.67, per average basic share, respectively, for the three and nine months ended December 31, 2011. The Company’s net investment income totaled $50.1 million and $141.1 million, or $0.26 and $0.73, per average basic share, respectively, for the three and nine months ended December 31, 2010.
Net Realized Losses
The Company had investment sales and prepayments totaling $175 million and $1.3 billion, respectively, for the three and nine months ended December 31, 2011. The Company had investment sales and prepayments totaling $481 million and $722 million, respectively, for the three and nine months ended December 31, 2010. Net realized losses for the three and nine months ended December 31, 2011 were $275.0 million and $341.1 million, respectively. For the three and nine months ended December 31, 2010, net realized losses totaled $64.9 million and $150.5 million, respectively. Net realized losses for the three and nine month periods ended December 31, 2011 were primarily derived from the exits of select investments, specifically Grand Prix Holdings, which accounted for $274 million of the realized loss totals, but also included Playpower Holdings, TL Acquisitions and FSC Holdings. The realized losses incurred upon the exit of these investments reversed out previously reported unrealized losses. Net realized losses for the three and nine months ended December 31, 2010 were primarily derived from selective exits and restructurings of underperforming investments.
Net Unrealized Appreciation (Depreciation) on Investments, Cash Equivalents and Foreign Currencies
For the three and nine months ended December 31, 2011, net change in unrealized appreciation on the Company’s investments, cash equivalents, foreign currencies and other assets and liabilities totaled $300.2 million and $5.9 million, respectively. For the three and nine months ended December 31, 2010, net change in unrealized appreciation on the Company’s investments, cash equivalents, foreign currencies and other assets and liabilities totaled $99.3 million and $77.7 million, respectively. For the three months ended December 31, 2011, the increase in unrealized appreciation was mainly derived from the reclassification of $274 million of previously recognized unrealized depreciation on our investment in Grand Prix Holdings to a realized loss. For the nine months ended December 31, 2011, the change in unrealized depreciation was comprised of the impact from Grand Prix Holdings together with the general decline in capital market conditions during the period. For the three and nine months ended December 31, 2010, net unrealized appreciation was impacted by net changes in specific portfolio company fundamentals and stronger capital market conditions.
Net Increase (Decrease) in Net Assets From Operations
For the three months ended December 31, 2011, the Company had a net increase in net assets resulting from operations of $63.7 million. For the nine months ended December 31, 2011, the Company had a net decrease in net assets resulting from operations of $203.5 million. For the three and nine months ended December 31, 2010, the Company had a net increase in net assets resulting from operations of $84.5 million and $68.4 million, respectively. For the three months ended December 31, 2011 basic and diluted earnings per average share were $0.32 and $0.31, respectively. For the nine months ended December 31, 2011, basic and diluted losses per average share were $1.04 and $1.04, respectively. The basic and diluted earnings per average share were $0.43 and $0.36 for the three and nine months ended December 31, 2010.
LIQUIDITY AND CAPITAL RESOURCES
The Company’s liquidity and capital resources are generated and generally available through periodic follow-on equity and debt offerings, our senior secured, multi-currency $1.254 billion revolving credit facility maturing on April 12, 2013 (see note 10 within the Notes to Financial Statements) (the “Facility”), our senior secured notes, investments in special purpose entities in which we hold and finance particular investments on a non-recourse basis, as well as from cash flows from operations, investment sales of liquid assets and prepayments of senior and subordinated loans and income earned from investments. The Company also has investments in its portfolio that contain PIK provisions. PIK investments offer issuers the option at each payment date of making payments in cash or in additional securities. When additional securities are received, they typically have the same terms, including maturity dates and interest rates as the original securities issued. On these payment dates, the Company capitalizes the accrued interest or dividends receivable (reflecting such amounts as the basis in the additional securities received). PIK generally becomes due at maturity of the investment or upon the investment being called by the issuer. In order to maintain the Company’s status as a RIC, this non-cash source of income must be paid out to stockholders annually in the form of dividends, even though the Company has not yet collected the cash. For the nine months ended December 31, 2011, accrued PIK totaled $13.1 million, on total investment income of $272.4 million. On April 13, 2011, $380 million of commitments on the Facility matured. At December 31, 2011, the Company had $743 million in borrowings outstanding on its Facility and $511 million of unused capacity. As of December 31, 2011, aggregate lender commitments under the Facility total $1.254 billion.
On May 3, 2010, the Company closed on its most recent follow-on public equity offering of 17.25 million shares of common stock at $12.40 per share raising approximately $204 million in net proceeds. In the future, the Company may raise additional equity or debt capital, among other considerations. The primary use of funds will be investments in portfolio companies, reductions in debt outstanding and other general corporate purposes, including the payment of interest, fees or distributions to shareholders.
On September 30, 2010, the Company entered into a note purchase agreement, providing for a private placement issuance of $225 million in aggregate principal amount of five-year, senior secured notes with a fixed interest rate of 6.25% and a maturity date of October 4, 2015 (the “Senior Secured Notes”). On October 4, 2010, the Senior Secured Notes were sold to certain institutional accredited investors pursuant to an exemption from registration under the Securities Act of 1933, as amended. Interest on the Senior Secured Notes will be due semi-annually on April 4 and October 4, commencing on April 4, 2011. The proceeds from the issuance of the Senior Secured Notes were primarily used to reduce other outstanding borrowings and/or commitments on the Company’s Facility.
On January 25, 2011, the Company closed a private offering of $200 million aggregate principal amount of senior unsecured convertible notes (the “Convertible Notes”). The Convertible Notes were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The Convertible Notes bear interest at an annual rate of 5.75%, payable semi-annually in arrears on January 15 and July 15 of each year, commencing on July 15, 2011. The Convertible Notes will mature on January 15, 2016 unless earlier converted or repurchased at the holder’s option. Prior to December 15, 2015, the Convertible Notes will be convertible only upon certain corporate reorganizations, dilutive recapitalizations or dividends, or if, during specified periods our shares trade at more than 130% of the then applicable conversion price or the Convertible Notes trade at less than 97% of their conversion value and, thereafter, at any time. The Convertible Notes will be convertible by the holders into shares of common stock, initially at a conversion rate of 72.7405 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes (14,548,100 common shares) corresponding to an initial conversion price per share of approximately $13.75, which represents a premium of 17.5% to the $11.70 per share closing price of the Company’s common stock on The NASDAQ Global Select Market on January 19, 2011. The conversion rate will be subject to adjustment upon certain events, such as stock splits and combinations, mergers, spin-offs, increases in dividends in excess of $0.28 per share per quarter and certain changes in control. Certain of these adjustments, including adjustments for increases in dividends, are subject to a conversion price floor of $11.70 per share. The Convertible Notes are senior unsecured obligations and rank senior in right of payment to our existing and future indebtedness that is expressly subordinated in right of payment to the Convertible Notes; equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness (including existing unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
On August 11, 2011, the Company adopted a plan for the purpose of repurchasing up to $200 million of its common stock in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934. The Company’s plan was designed to allow it to repurchase its shares both during its open window periods and at times when it otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. A broker selected by the Company will have the authority under the terms and limitations specified in the plan to repurchase shares on the Company’s behalf in accordance with the terms of the plan. Repurchases are subject to SEC regulations as well as certain price, market volume and timing constraints specified in the plan. While the portion of the plan reliant on Rule 10b-18 remains in effect, the portion reliant on Rule 10b5-1 is subject to periodic renewal and is not currently in effect. As of December 31, 2011, no shares have been repurchased.
On September 29, 2011, the Company closed a private offering of $45 million aggregate principal amount of senior secured notes (the “Notes”) consisting of two series: (1) 5.875% Senior Secured Notes, Series A, of the Company due September 29, 2016 in the aggregate principal amount of $29 million; and (2) 6.250% Senior Secured Notes, Series B, of the Company due September 29, 2018, in the aggregate principal amount of $16 million. The Notes were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The net proceeds from the offering of Notes are intended to be used to fund new portfolio investments, reduce outstanding borrowings on the Company’s Facility and for general corporate purposes, including the payment of interest, fees or distributions to shareholders.
APOLLO INVESTMENT CORPORATION
STATEMENTS OF ASSETS AND LIABILITIES
(in thousands, except per share amounts)

December 31, 2011
(unaudited)      March 31, 2011
-----------------  ---------------
Assets
Non-controlled/non-affiliated
investments, at value (cost--$2,813,436
and $2,900,378, respectively)           $       2,577,312  $     2,901,295
Non-controlled/affiliated investments,
at value (cost--$0 and $22,407,
respectively)                                          --           37,295
Controlled investments, at value (cost--
$221,639 and $376,051, respectively)              201,543          111,568
Cash                                                    --            5,471
Foreign currency (cost--$632 and $881,
respectively)                                         635              883
Receivable for investments sold                     81,810           13,461
Interest receivable                                 60,505           45,686
Dividends receivable                                    13            5,131
Miscellaneous income receivable                      1,216               --
Receivable from investment adviser                      --              576
Prepaid expenses and other assets                   19,902           27,447
-----------------  ---------------

Total assets                           $       2,942,936  $     3,148,813
-----------------  ---------------

Liabilities
Debt                                     $       1,213,185  $     1,053,443
Payable for investments purchased                   25,000           37,382
Dividends payable                                   55,172           54,740
Management and performance-based
incentive fees payable)                            24,327           27,553
Interest payable                                    10,614            9,703
Accrued administrative expenses                      2,502            1,738
Other liabilities and accrued expenses               2,665            3,223
Due to custodian                                     2,064               --
-----------------  ---------------

Total liabilities                      $       1,335,529  $     1,187,782
-----------------  ---------------

Net Assets
Common stock, par value $.001 per share,
400,000 and 400,000 common shares
authorized, respectively, and 197,043
and 195,502 issued and outstanding,
respectively                            $             197  $           196
Paid-in capital in excess of par                 2,886,449        2,871,559
Undistributed net investment income                 23,271           56,557
Accumulated net realized loss                   (1,055,001)        (713,873)
Net unrealized depreciation                       (247,509)        (253,408)
-----------------  ---------------

Total net assets                       $       1,607,407  $     1,961,031
-----------------  ---------------

Total liabilities and net assets       $       2,942,936  $     3,148,813
-----------------  ---------------

Net Asset Value Per Share                $            8.16  $         10.03
-----------------  ---------------

APOLLO INVESTMENT CORPORATION
STATEMENTS OF OPERATIONS (unaudited)
(in thousands, except per share amounts)

Three months ended           Nine months ended
--------------------------  --------------------------
December 31,  December 31,  December 31,  December 31,
2011          2010          2011          2010
------------  ------------  ------------  ------------
INVESTMENT INCOME:
From non-
controlled/non-
affiliated
investments:
Interest            $     77,220  $     83,820  $    238,264  $    233,166
Dividends                  1,125           992         5,410         3,712
Other income               3,521         6,650        16,761        11,958
From non-
controlled/
affiliated
investments:
Interest                      --         2,746           899         9,088
From controlled
investments:
Interest                   1,297            --         2,565            --
Dividends                    652            --         8,489         6,031
Other income                  --           110            --           110
------------  ------------  ------------  ------------

Total Investment
Income            $     83,815  $     94,318  $    272,388  $    264,065
------------  ------------  ------------  ------------

EXPENSES:
Management fees     $     14,693  $     15,203  $     46,171  $     44,787
Performance-based
incentive fees            9,634        12,532        29,398        35,284
Interest and other
debt expenses            16,926        13,433        50,222        34,079
Administrative
services expense          1,500         1,540         3,887         4,348
Other general and
administrative
expenses                  2,524         1,484        10,978         4,432
------------  ------------  ------------  ------------

Total expenses           45,277        44,192       140,656       122,930
------------  ------------  ------------  ------------

Net investment
income           $     38,538  $     50,126  $    131,732  $    141,135
------------  ------------  ------------  ------------

REALIZED AND
UNREALIZED GAIN
(LOSS) ON
INVESTMENTS, CASH
EQUIVALENTS AND
FOREIGN CURRENCIES:
Net realized gain
(loss):
Non-controlled/
non-affiliated
investments and
cash equivalents  $     (1,746) $    (55,650) $    (85,208) $   (142,777)
Non-controlled/
affiliated
investments                167            --        19,039            --
Controlled
investments           (274,452)           --      (274,452)           --
Foreign currencies        1,036        (9,289)         (507)       (7,673)
------------  ------------  ------------  ------------

Net realized loss     (274,995)      (64,939)     (341,128)     (150,450)
------------  ------------  ------------  ------------

Net change in
unrealized gain
(loss):
Investments and
cash equivalents       298,005        89,088        (7,464)       71,140
Foreign currencies        2,149        10,229        13,363         6,535
------------  ------------  ------------  ------------

Net change in
unrealized gain
(loss)                300,154        99,317         5,899        77,675
------------  ------------  ------------  ------------

Net realized and
unrealized gain
(loss) from
investments, cash
equivalents and
foreign currencies       25,159        34,378      (335,229)      (72,775)
------------  ------------  ------------  ------------

NET INCREASE
(DECREASE) IN NET
ASSETS RESULTING
FROM OPERATIONS     $     63,697  $     84,504  $   (203,497) $     68,360
------------  ------------  ------------  ------------

EARNINGS (LOSS) PER
SHARE BASIC         $       0.32  $       0.43  $      (1.04) $       0.36
DILUTED              $       0.31  $       0.43  $      (1.04) $       0.36
------------  ------------  ------------  ------------
About Apollo Investment Corporation
Apollo Investment Corporation is a closed-end investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. The Company’s investment portfolio is principally in middle-market private companies. From time to time, the Company may also invest in public companies. The Company invests primarily in senior secured loans and mezzanine loans and equity in furtherance of its business plan. Apollo Investment Corporation is managed by Apollo Investment Management, L.P., an affiliate of Apollo Management, L.P., a leading private equity investor.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties, including, but not limited to, statements as to our future operating results; our business prospects and the prospects of our portfolio companies; the impact of investments that we expect to make; the dependence of our future success on the general economy and its impact on the industries in which we invest; the ability of our portfolio companies to achieve their objectives; our expected financings and investments; the adequacy of our cash resources and working capital; and the timing of cash flows, if any, from the operations of our portfolio companies.
We may use words such as “anticipates,” “believes,” “expects,” “intends”, “will”, “should,” “may” and similar expressions to identify forward-looking statements. Such statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations. Undue reliance should not be placed on such forward-looking statements as such statements speak only as of the date on which they are made. We do not undertake to update our forward-looking statements unless required by law.
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2012年1月3日星期二

Bionovo Announces $5 Million Financing

EMERYVILLE, Calif. , Jan. 3, 2012 /PRNewswire/ – Bionovo, Inc. (NASDAQ: BNVI – News), a pharmaceutical company focused on the discovery and development of safe and effective treatments for women’s health and cancer, today announced that it has entered into a $5 million securities purchase agreement with Socius CG II, Ltd. (“Socius”), a Bermuda -based subsidiary of Socius Capital Group, LLC.
(Logo: http://photos.prnewswire.com/prnh/20111110/SF04662LOGO)
“In a challenging economic environment, we are pleased to have the necessary financial resources to continue the development of our drug candidate, Menerba,” stated Isaac Cohen , OMD, Bionovo’s chairman and CEO. “With this funding, we will continue the phase 3 clinical trial for Menerba, our drug candidate for the treatment of menopausal hot flashes. We also will be able to continue discussions with strategic partners to provide a stronger financial base.”
Under the terms of the agreement, the Company has the right, in its sole discretion, over a term of two (2) years and subject to certain closing conditions and limitations, to sell to Socius up to a total of $5 million of redeemable Series A Preferred Stock of the Company (the “Preferred Stock”), payable in tranches. The Preferred Stock will accrue a 10% dividend per annum from the date of issuance. Pursuant to the purchase agreement, in addition to the Preferred Stock, Socius shall receive warrants to purchase shares of the Company’s common stock valued at 35% of the Preferred Stock amount.  The exercise price of the warrants will equal the closing bid price of the Company’s common stock on the preceding day.
When Preferred Stock is sold, Socius is also obligated to exercise an additional investment right to purchase a number of shares of common stock valued at 100% of the amount of Preferred Stock purchased at a per share price equal to the exercise price of the warrants received in the sale of Preferred Stock. Both the warrants and additional investment right are exercised when the Company elects to sell a tranche of Preferred Stock to Socius.
Upon exercise, Socius must pay for the shares underlying the additional investment right and the warrants, at its option, either in cash or by delivering a full-recourse secured promissory note. Any such promissory note will bear interest at 2.0% per year calculated on a simple interest basis and be secured by certain securities owned by Socius with a fair market value equal to the principal amount of the promissory note.
The Company may redeem the Preferred Stock at any time and, at the option of either the Company or Socius, all outstanding promissory notes may be offset, exchanged and cancelled for all outstanding shares of Preferred Stock then held by Socius.
The securities, other than the Preferred Stock, under the purchase agreement were offered through a prospectus supplement pursuant to Bionovo’s effective shelf registration statement and base prospectus contained therein. The Preferred Stock is not convertible into shares of common stock and neither the additional investment right nor the warrants will be listed on any national securities exchange.
A more detailed description of the purchase agreements with Socius is set forth in Bionovo’s Current Report on Form 8-K filed with the SEC on the date of this press release.
This press release does not and shall not constitute an offer to sell or the solicitation of any offer to buy any of the securities, nor shall there be any sale of the securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Bionovo, Inc.
Bionovo is a pharmaceutical company focused on the discovery and development of safe and effective treatments for women’s health and cancer, markets with significant unmet needs and billions in potential annual revenue. The company applies its expertise in the biology of menopause and cancer to design new drugs derived from botanical sources which have novel mechanisms of action. Based on the results of early and mid-stage clinical trials, Bionovo believes they have discovered new classes of drug candidates within their rich pipeline with the potential to be leaders in their markets. Bionovo is headquartered in Emeryville, California and is traded on the NASDAQ Capital Market under the symbol, “BNVI”. For more information about Bionovo and its programs, visit http://www.bionovo.com.
Forward Looking Statements
This release contains certain forward-looking statements relating to the business of Bionovo, Inc. that can be identified by the use of forward-looking terminology such as “believes,” “expects,” or similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties, including uncertainties relating to product development, efficacy and safety, regulatory actions or delays, the ability to obtain or maintain patent or other proprietary intellectual property protection, market acceptance, physician acceptance, third party reimbursement, future capital requirements, competition in general and other factors that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Certain of these risks and uncertainties are or will be described in greater detail in our filings with the Securities and Exchange Commission, which are available at http://www.sec.gov. Bionovo, Inc. is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

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2012年1月2日星期一

Veresen Announces $920 Million Investment in the Montney with Strategic Acquisition of Canadian Midstream Assets and …

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
Veresen Provides 2012 Guidance and Hosts Conference Call and Webcast
Photo_Asset_1 Hythe Gas Processing Plant (CNW Group/Veresen Inc.)
CALGARY, Dec. 7, 2011 /CNW/ – Veresen Inc. (“Veresen”) (TSX: VSN.TO – News) is pleased to announce today that, through a wholly-owned subsidiary, it has entered into agreements with Encana Corporation (“Encana”) (TSX, NYSE: ECA) to acquire the Hythe/Steeprock midstream gas gathering and processing complex for $920 million. These assets are located in the Cutbank Ridge region of Alberta and British Columbia. Natural gas and natural gas liquids in the region are produced from the prolific Montney, Cadomin and other geological formations.
The Hythe/Steeprock complex includes two natural gas processing plants with combined functional capacity of 516 MMcf/d as well as approximately 40,000 hp of compression and 370 km of gas gathering lines. The Hythe plant processes both sour and sweet natural gas, while the Steeprock plant is a sour gas processing facility.
In connection with the transaction, Veresen and Encana have entered into a long-term Midstream Services Agreement under which Encana will provide a competitive, long-term, take-or-pay throughput commitment averaging 370 MMcf/d, representing 72 percent of the functional capacity of the Hythe/Steeprock complex.
Veresen will become the operator of the two interconnected gas processing plants following a transition period between Veresen and Encana. Veresen expects to retain all operational employees at the processing plants. Encana will be the contract operator of the compression and gas gathering system acquired by Veresen. This will allow Encana to coordinate its drilling program and natural gas production in the area with requisite development of the Hythe/Steeprock gathering system.
“This transaction establishes a high-quality, independent natural gas midstream business for Veresen which we expect will generate attractive returns and make a significant contribution to our cash flow,” said Stephen White, President and Chief Executive Officer. “The Hythe/Steeprock complex is strategically located in the heart of a high-growth region focused on Montney drilling, and is underpinned by a competitive, long-term gathering and processing fee agreement with an outstanding producer partner in Encana.”
“In an active and highly-competitive midstream landscape, we remain focused on our strategy of growing our business through the selective development and acquisition of contracted, high-quality, long-life infrastructure assets that generate stable cash flows. This acquisition is aligned with our business model and offers strength, stability and growth over the long term.”
Mr. White added, “Concurrent with this transaction, we are pleased to announce we have entered into a $303 million bought deal financing which, together with our strong balance sheet and sources of credit, will successfully fund this acquisition.”
This transaction is expected to close in the first quarter of 2012 and is subject to normal closing conditions, including receipt of normal course approval under the Competition Act. A small portion of the assets are subject to National Energy Board (“NEB”) regulation, and closing for the transaction related to these assets will occur at a later point when NEB approval is obtained.
Acquisition Highlights
Key investment highlights of the Hythe/Steeprock complex acquisition are as follows:
High-Quality Assets
  • Establishes an independent midstream business for Veresen in an area focused on the high-growth Montney zone, one of North America’s most prolific, low-cost natural gas and NGL plays.
  • High-quality, of-scale facilities including the Steeprock gas plant (198 MMcf/d sour), the Hythe gas plant (340 MMcf/d sweet, 176, MMcf/d sour), approximately 40,000 hp of sweet and sour compression, and 370 km of gathering lines.
  • Connections to the Alliance and TransCanada pipeline systems.
Contracted Cash Flow
  • Long-life energy infrastructure assets with contracted, stable, fee-for-service cash flow.
  • Investment grade counterparty.
  • No exposure to commodity price fluctuations.
Strong Financial Performance/Impact
  • Minimum average annual committed gathering and processing fees over the first five years of over $72 million, net of operating and maintenance costs; potential for additional fees from non-committed or third party volumes.
  • The transaction is immediately accretive to distributable cash per share, with accretion increasing over time.
  • With this transaction, Veresen estimates its Canadian tax horizon will be extended to approximately 2019.
High Growth Potential
  • Cutbank Ridge is one of Encana’s key resource plays with more than 1 million acres of land and in excess of 500 MMcf/d of production.
  • Total recoverable natural gas in proximity to the Hythe/Steeprock complex, including Encana and third party gas, has been estimated by GLJ Petroleum Consultants (“GLJ”), independent qualified reserves evaluators, to be 26 tcf of best estimate contingent resources.
  • Based on GLJ’s assessment of best estimate of contingent resources, regional gas production could increase by approximately 2 billion cubic feet per day over the next 20 years, providing significant midstream infrastructure expansion opportunities for Veresen.
2012 Guidance
For 2012, and including the impact of the Hythe/Steeprock acquisition, Veresen is forecasting distributable cash in the range of $1.15 to $1.50 per common share. Based upon a forecast annual dividend payout of $1.00 per common share, the corresponding payout ratio for 2012 will be between 67 and 87 percent.
“The year-over-year increase in our distributable cash demonstrates that our strategy is working,” commented Stephen White. “Over the past two years, we have made significant capital investments in our midstream business, including the Palermo Gas Plant, the Prairie Rose Pipeline, and the Heartland off-gas facility, and in our Power business including the York Energy Centre, which are creating long-term shareholder value.”
For 2011, Veresen maintains its previously announced guidance for distributable cash of $1.16 to $1.30 per share, resulting in a payout ratio of 82 to 86 percent. Further details regarding 2011 and 2012 guidance can be found in the Investor Information section of Veresen’s website at www.vereseninc.com.
Acquisition Funding
Funding for the acquisition is expected to be provided from a combination of equity and debt, specifically: (i) the net proceeds from the subscription receipt offering; (ii) $250 million from new senior credit facilities; (iii) the balance of approximately $370 million under Veresen’s existing revolving credit facility; and (iv) ongoing funding derived from equity raised under Veresen’s Premium Dividend™ and Dividend Reinvestment Plan. Veresen intends to refinance the acquisition-related borrowings through various capital market instruments during 2012.
Subscription Receipt Offering
Veresen has agreed to sell, on a bought deal basis, an aggregate of 21,500,000 subscription receipts at a price of $14.10 per subscription receipt for gross proceeds of approximately $303 million. The subscription receipts will be offered through a syndicate of investment dealers led by TD Securities Inc., bookrunner, and co-led by CIBC World Markets Inc. and Scotia Capital Inc., under Veresen’s Short Form Base Shelf Prospectus dated August 22, 2011, and a prospectus supplement to the Short Form Base Shelf Prospectus to be dated on or about December 9, 2011.  Veresen has also granted the underwriters an option to purchase, in whole or part, up to an additional 3,225,000 subscription receipts for a price of $14.10 per subscription agreement to cover over-allotments, if any, for a period of 30 days following the closing of the offering. If the acquisition closes prior to the exercise of the over-allotment option, the over-allotment option will be exercisable in respect of an equivalent number of common shares. If the over-allotment option is exercised in full, gross proceeds from the offering will be approximately $349 million.
Each subscription receipt will entitle the holder thereof to receive, concurrent with closing of the acquisition and upon satisfaction of certain escrow release conditions, one common share of Veresen plus an amount equal to the dividends Veresen declares on the common shares, if any, for record dates which occur during the period from the closing date of the offering to the date of issuance of the common shares issuable on the deemed exercise of the subscription receipts, net of any applicable withholding taxes.
The gross proceeds from the sale of the subscription receipts will be held by an escrow agent pending, among other things, receipt of all regulatory and government approvals required to finalize the Hythe/Steeprock acquisition and fulfillment or waiver of all other outstanding conditions precedent to closing the acquisition.  In the event such approvals and conditions are not satisfied prior to 5:00 p.m. (Calgary time) on April 30, 2012, or if the asset purchase agreement is terminated prior to such time, the holders of the subscription receipts will be entitled to receive an amount equal to the full subscription price thereof plus their pro rata share of the interest earned on such amount.
The offering is subject to the receipt of all necessary regulatory and stock exchange approvals.  Closing of the offering is expected to occur on or about December 16, 2011.
New Non-Revolving Term Credit Facilities
In connection with the acquisition of the Hythe/Steeprock complex, Veresen has obtained a commitment from a Canadian chartered bank to provide two non-revolving term credit facilities in the aggregate amount of $500 million. These new credit facilities will rank equally with Veresen’s senior unsecured obligations and will have a one year term subject to mandatory reductions from the net proceeds of certain debt and equity issuances (including from the net proceeds from the sale of the subscription receipts) and asset dispositions. Subject to the satisfaction of certain conditions precedent customary for a financing of this type, funds will be available by way of a single draw on the closing of the acquisition. The new credit facilities will contain terms that are customary for bank credit facilities of this nature.
Premium Dividend™ and Dividend Reinvestment Plan
Commencing with the cash dividend payable to shareholders of record on December 30, 2011, Veresen intends to permit eligible shareholders who are enrolled in its Premium Dividend™ and Dividend Reinvestment Plan to participate in the Premium Dividend™ component. This will entitle participating shareholders to receive a premium cash payment equal to 102 percent of the cash dividend that such shareholders would otherwise be entitled to receive on the applicable dividend payment date. Further details about how to participate in the Plan will be provided when Veresen announces its December 2011 dividend.
Conference Call Advisory
Veresen will host a conference call and webcast to discuss the Hythe/Steeprock acquisition today at 2:00 p.m. MT (4:00 p.m. ET). A presentation will be available prior to the conference call at www.vereseninc.com.
Dial-in: 1 (888) 231-8191 or 1 (647) 427-7450 conference ID 34701373
Webcast: http://event.on24.com/r.htm?e=387346&s=1&k=9CDE3C7953F2CB1CD49FD0374D26B590
™   denotes trademark of Canaccord Genuity Corp.
A replay of the call will be available from 4:00 p.m. MT (6:00 pm ET) on December 7, 2011 by dialing 1-855-859-2056 and 1-416-849-0833. The passcode is 34701373, followed by the pound sign. The replay will expire at midnight (ET) on December 14, 2011. The webcast will be archived for one year.
This news release does not constitute an offer to sell or the solicitation of an offer to buy the subscription receipts in the United States, in any province or territory of Canada or in any other jurisdiction. The subscription receipts to be offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws and may not be offered or sold in the United States absent registration or absent an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. There shall be no sale of the subscription receipts in any jurisdiction in which an offer to sell, a solicitation of an offer to buy or a sale would be unlawful.
About Veresen Inc.
Veresen is a publicly-traded dividend paying corporation based in Calgary, Alberta, that owns and operates energy infrastructure assets across North America.  Veresen is engaged in three principal businesses: a pipeline transportation business comprised of interests in two pipeline systems, the Alliance Pipeline and the Alberta Ethane Gathering System; a midstream business which includes ownership interests in a world-class natural gas liquids extraction facility near Chicago and other natural gas and NGL processing energy infrastructure; and a power business with renewable and gas-fired facilities and development projects in Canada and the United States, and district energy systems in Ontario and Prince Edward Island. Veresen and each of its pipeline, midstream and power businesses are also actively developing a number of greenfield projects.  In the normal course of its business, Veresen and each of its businesses regularly evaluate and pursue acquisition and development opportunities.
Veresen’s common shares and 5.75% convertible unsecured subordinated debentures, Series C due July 31, 2017 are listed on the Toronto Stock Exchange under the symbols “VSN” and VSN.DB.C”, respectively. For further information, please visit www.vereseninc.com.
Resource Disclosure
Resource estimates in this News Release have an effective date of December 31, 2011 and have been prepared by GLJ, independent qualified reserves evaluators, in accordance with the Canadian Oil and Gas Evaluation Handbook (the “COGE Handbook”).
“Resources” are quantities of recoverable natural gas that have not met the reserves requirements at the time of the estimate. “Contingent Resources” are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations using established technology or technology under development, but which are not currently considered to be commercially recoverable due to one or more contingencies. Contingencies may include factors such as economic, legal, environmental, political, and regulatory matters, or a lack of markets. Contingent resources are further classified in accordance with the level of certainty associated with the estimates and may be sub-classified based on economic status. There are three categories in evaluating Contingent Resources: Low Estimate, Best Estimate and High Estimate. The resource estimates presented in this News Release all refer to the Best Estimate category. Best Estimate is a classification of resources described in the COGE Handbook as being considered to be the best estimate of the quantity that will actually be recovered. It is equally likely that the actual remaining quantities recovered will be greater or less than the Best Estimate. If probabilistic methods are used, there should be a 50% probability (P50) that the quantities actually recovered will equal or exceed the Best Estimate. There is no certainty that it will be commercially viable to produce any portion of the contingent resources disclosed in this News Release.
Forward-Looking Information
Certain information contained herein relating to, but not limited to, Veresen and its businesses, the acquisition, the offering of the subscription receipts and the entering into of the new credit facilities, constitutes forward-looking information under applicable securities laws.  All statements, other than statements of historical fact, which address activities, events or developments that Veresen expects or anticipates may or will occur in the future, are forward-looking information.  Forward-looking information typically contains statements with words such as “may”, “estimate”, “anticipate”, “believe”, “expect”, “plan”, “intend”, “target”, “project”, “forecast” or similar words suggesting future outcomes or outlook.  Forward-looking statements in this news release include, but are not limited to, statements with respect to the timing of closing of the acquisition of the Hythe/Steeprock complex, the sources of financing of the acquisition, the timing of the completion of the subscription receipt offering and new credit facilities, the anticipated retention of operational employees, the use of the proceeds of the subscription receipt offering, the average take-or-pay volumes under the Midstream Services Agreement, average annual fees from the Hythe/Steeprock complex over the next five years, expected returns and contributions to cash flow from the acquisition, contingent resources in the Cutbank Ridge region, potential future increases in production in the Cutbank Ridge region, the impact of Hythe/Steeprock complex acquisition on Veresen’s tax horizon, opportunities for future midstream infrastructure investment,Veresen’s plan to provide for the premium cash payment under its Premium Dividend™ and Dividend Reinvestment Plan and Veresen’s forecast of 2012 and 2011 distributable cash, annual dividend payment and dividend payout ratio.  The forward-looking information included herein involves significant risks, uncertainties and other factors.  Such risks, uncertainties and other factors include, but are not limited to, risks relating to closing of the acquisition, the potential for undisclosed liabilities associated with the acquisition, realizing the expected benefits from the acquisition, increased indebtedness as a result of completing the acquisition and the availability of the new senior credit facilities.  Additional information on risks, uncertainties and factors that could affect the foregoing forward-looking information and/or Veresen’s operations or financial results is included in its filings with the securities commissions or similar authorities in each of the provinces of Canada, as may be updated from time to time and will be included in the prospectus supplement relating to the offering.  Readers are also cautioned that such additional information is not exhaustive.  The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these factors are independent and management’s future course of action would depend on its assessment of all information at that time.  Although Veresen believes that the expectations conveyed by the forward-looking information are reasonable based on information available on the date of preparation, no assurances can be given as to future results, levels of activity and achievements.  Undue reliance should not be placed on the information contained herein, as actual results achieved will vary from the information provided herein and the variations may be material.  Veresen makes no representation that actual results achieved will be the same in whole or in part as those set out in the forward-looking information.  Furthermore, the forward-looking statements contained herein are made as of the date hereof, and Veresen does not undertake any obligation to update publicly or to revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable laws.  Any forward-looking information contained herein is expressly qualified by this cautionary statement.
Photo_Asset_2 Steeprock Gas Processing Plant (CNW Group/Veresen Inc.)
Image with caption: “Hythe Gas Processing Plant (CNW Group/Veresen Inc.)”. Image available at: http://photos.newswire.ca/images/download/20111207_C4877_PHOTO_EN_7932.jpg
Image with caption: “Steeprock Gas Processing Plant (CNW Group/Veresen Inc.)”. Image available at: http://photos.newswire.ca/images/download/20111207_C4877_PHOTO_EN_7933.jpg
Stephen H. White
President and CEO
Richard G. Weech
Senior Vice President
Finance and CFO
David I. Holm
Executive Vice President
Corporate and Business Development
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