MCG Capital Announces Intent To Repurchase Up To $75M Of Its Common Stock Through A Modified "Dutch Auction" Tender Offer

MCG Capital Corporation MCGC ("MCG" or the "Company") today announced that it expects to commence a modified "Dutch Auction" tender offer for up to $75.0 million of its common stock at a price per share not less than $3.25 and not greater than $3.75. The tender offer is expected to commence on November 3, 2014 and to expire on December 3, 2014, unless extended. The maximum number of shares proposed to be purchased in the tender offer represents approximately 53.0% of MCG's currently outstanding common stock. Tenders of shares must be made prior to the expiration of the tender offer and may be withdrawn at any time prior to that time. On the terms and subject to the conditions of the tender offer, MCG's stockholders will have the opportunity to tender some or all of their shares at a price within the $3.25 to $3.75 per share range. Based on the number of shares tendered and the prices specified by the tendering stockholders, MCG will determine the lowest per-share price within the range that will enable it to purchase $75.0 million of shares, or such lesser number of shares that are tendered and not withdrawn. All shares accepted in the tender offer will be purchased at the same price per share even if a stockholder tendered at a lower price. If stockholders tender more than $75.0 million of shares at or below the purchase price per share, MCG will purchase such number of shares tendered at or below the determined purchase price by those stockholders as is obtained by dividing $75.0 million by such purchase price, subject to proration and certain other factors. The tender offer is not contingent upon any minimum number of shares being tendered. The tender offer is, however, subject to a number of customary terms and conditions. None of MCG, its board of directors, the dealer manager, the depositary or the information agent is making any recommendations to stockholders as to whether to tender or refrain from tendering their shares into the tender offer. Stockholders must decide how many shares they will tender, if any, and the price within the stated range at which they will offer their shares for purchase by MCG. MCG's directors and executive officers have advised MCG that they do not intend to tender any of their shares in the tender offer. BofA Merrill Lynch is MCG's financial advisor and dealer manager for the tender offer. The information agent is MacKenzie Partners, Inc. and the depositary is American Stock Transfer & Trust Company, LLC. The Offer to Purchase, a letter of transmittal and related documents will be mailed to stockholders of record and also will be made available for distribution to beneficial owners of MCG's stock. For questions and information, please call the information agent toll-free at (800) 322-2885.
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