UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT 

Pursuant to Section 13 or 15(d) 

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 22, 2015

 

 

HC2 HOLDINGS, INC. 

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 001-35210 54-1708481
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS. Employer
Identification No.)

 

505 Huntmar Park Drive #325 

Herndon, VA 20170 

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (703) 865-0700

 

Not Applicable 

(Former name or former address, if changed since last report.)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 
 

ITEM 7.01 REGULATION FD DISCLOSURE.

 

As previously disclosed on May 19, 2015, HC2 Holdings, Inc., a Delaware corporation (the “Company”), issued a press release announcing that it had delivered to the Board of Directors of MCG Capital Corporation (“MCG”) a revised proposal (the “Proposal”) to acquire all of the outstanding shares of common stock of MCG on a fully-diluted basis for $5.25 per share, with the proposed consideration to consist of (a) an amount of HC2 common stock valued at $4.75 (utilizing a floating exchange ratio subject to a customary 15% symmetrical collar that will result in the issuance of between .37 and .50 of a share of HC2 common stock for each share of MCG common stock), and (b) $0.50 in cash, on the terms and conditions set forth in the Proposal.

 

On May 22, 2015, the Company issued a press release clarifying that the proposed consideration in the Proposal of $5.25 per share of MCG common stock would not be reduced by the termination fee payable by MCG under the Agreement and Plan of Merger between MCG and PennantPark Floating Rate Capital Ltd. 

 

The press release issued on May 22, 2015, is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

 

The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

ITEM 8.01    OTHER EVENTS.

 

The second paragraph of Item 7.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

 

(d)       Exhibits.

 

Exhibit No.   Description
99.1   HC2 Holdings, Inc. Press Release dated May 22, 2015

 

 
 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  HC2 HOLDINGS, INC.  
       
       
  By: /s/ Andrea Mancuso  
  Name: Andrea Mancuso  
  Title: General Counsel and Corporate Secretary  

 

Dated: May 22, 2015

 

 
 

EXHIBIT INDEX

 

Exhibit No.   Description
     
99.1   HC2 Holdings, Inc. Press Release dated May 22, 2015

 

 
 

Exhibit 99.1

 

Filed by HC2 Holdings, Inc.

(Commission File No. 001-35210)

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934 as amended

 

Subject Company: MCG Capital Corporation

(Commission File No. 814-00239)

 

 

 

FOR IMMEDIATE RELEASE

 

HC2 CLARIFIES ACQUISITION OFFER FOR STOCKHOLDERS OF 

MCG CAPITAL CORPORATION

 

New York, NY – May 22, 2015 HC2 Holdings, Inc. (“HC2”) (NYSE MKT: HCHC) announced today that it would like to respond to statements made in the Form N-14 Registration Statement filed by PennantPark Floating Rate Capital Ltd. (“PennantPark”) on May 18, 2015 (the “PennantPark Proxy Statement”), including the amount of consideration that MCG stockholders would receive under HC2’s May 19th proposal to acquire MCG Capital Corporation (“MCG”).

 

The PennantPark Proxy Statement states that “while it was unclear” whether MCG or HC2 would pay the termination fee that would be owed to PennantPark under the Agreement and Plan of Merger (the “PennantPark Agreement”), if MCG pursues a transaction with HC2, the stated value of the proposed consideration would be less than HC2’s actual offer.

 

As previously noted in its May 19th proposal to MCG, HC2’s proposal is to acquire 100% of the common stock of MCG on a fully-diluted basis in a transaction in which stockholders of MCG would receive $5.25 per share of MCG common stock, consisting of (a) a number of shares of HC2 common stock valued at $4.75 (utilizing a floating exchange ratio subject to a customary 15% symmetrical collar that will result in the issuance of between .37 and .50 of a share of HC2 common stock for each share of MCG common stock), and (b) $0.50 in cash. The termination fee would not reduce the per share stock or cash component of HC2’s proposal.

 

While HC2 has increased its proposed consideration by $0.50 per share since its initial proposal, PennantPark’s proposal, on the other hand, has remained the same. “HC2 is disappointed in this outcome thus far, but continues to believe that its offer sets forth an exciting opportunity for MCG and its stockholders and remains ready to engage with the MCG board. HC2 is confident that MCG’s stockholders will support HC2’s offer. At $5.25 per share, HC2’s offer provides superior and more certain value as compared to PennantPark’s offer to acquire MCG,” said Philip A. Falcone, Chairman of HC2.

 

ADDITIONAL INFORMATION

 

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a business combination transaction with MCGC proposed by HC2, which may become the subject of a registration statement filed with the U.S. Securities and Exchange Commission (“SEC”). This material is not a substitute for the proxy statement/prospectus HC2 would file with the SEC regarding the proposed transaction if a negotiated transaction is agreed or for any other document which HC2 may file with the SEC and send to HC2’s or MCGC’s stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF HC2 AND MCGC ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by HC2 through the web site maintained by the SEC at http://www.sec.gov.

 

 
 

CERTAIN INFORMATION REGARDING PARTICIPANTS

 

HC2 and certain of its respective directors and executive officers may be deemed to be participants in any solicitation with respect to the proposed transaction under the rules of the SEC. Security holders may obtain information regarding the names, affiliations and interests of HC2 directors and executive officers in HC2’s Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on March 16, 2015, and its proxy statement for the 2015 Annual Meeting, which was filed with the SEC on April 30, 2015. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in any proxy statement and other relevant materials to be filed with the SEC when they become available.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This release contains, and certain oral statements made by our representatives from time to time, may contain “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. Such statements are based on current expectations, and are not strictly historical statements. In some cases, you can identify forward-looking statements by terminology such as “if,” “may,” “should,” “believe,” “anticipate,” “future,” “forward,” “potential,” “estimate,” “opportunity,” “goal,” “objective,” “growth,” “outcome,” “could,” “expect,” “intend,” “plan,” “strategy,” “provide,” “commitment,” “result,” “seek,” “pursue,” “ongoing,” “include” or in the negative of such terms or comparable terminology. These forward-looking statements inherently involve certain risks and uncertainties and are not guarantees of performance or results, or of the creation of shareholder value, although they are based on our current plans or assessments which we believe to be reasonable as of the date hereof, including without limitation expectations regarding our proposal to acquire MCGC. Factors or risks that could cause our actual results to differ materially from the results are more fully described in our most recent annual report, quarterly reports or other filings with the Securities and Exchange Commission, which are available through our website at http://www.hc2.com/. Such factors and risks that relate to the proposed transaction include the risk that MCGC may not accept our proposal or negotiate with us; the risk that we may not be able to enter into a definitive agreement relating to the proposed transaction; the risk that we may not obtain regulatory approval of the transactions on the proposed terms and anticipated schedule; the risk that the parties may not be able to satisfy the conditions to closing of the transactions; the risk that the transactions may not be completed in the time frame expected by the parties or at all; and our failure, if the transactions are completed, to achieve the expected benefits of such transactions. Other unknown or unpredictable factors could also affect our business, financial condition and results. Although we believe that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that any of the estimated or projected results will be realized. You should not place undue reliance on these forward-looking statements, which apply only as of the date hereof. Subsequent events and developments may cause our views to change. While we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so.

 

ABOUT HC2

 

HC2 Holdings, Inc. is a publicly traded (NYSE MKT: HCHC), diversified holding company, which seeks to acquire and grow attractive businesses that generate sustainable free cash flow. HC2 has a diverse array of operating subsidiaries, each with its own dedicated management team, across a broad set of industries, including, but not limited to, telecom/infrastructure, large-scale U.S. construction, energy, subsea services and life sciences. HC2 seeks opportunities that generate attractive returns and significant cash flow in order to maximize value for all stakeholders. Currently, HC2’s largest operating subsidiaries are Schuff, a leading structural steel fabricator in the United States, and Global Marine, a leading global offshore engineering company focused on subsea cable installation and maintenance.

 

For More Information on HC2 Holdings, Inc., Please Contact:

 

Ashleigh Douglas 

adouglas@HC2.com 

212-339-5875