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Over $2.2 billion invested, $380 million in dividends paid since 1997 IPO through Q3 2003.
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Vol. 4 No. 4
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(800) 248-9340
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November 2003
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$833 MM OF NEW INVESTMENTS IN THE PAST YEAR
Q3, Q4 EQUITY OFFERINGS RAISE $289 MILLION
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Table of Contents
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$833 MM of New Investments in the Past Year
Q3, Q4 Equity Offerings Raise $289 Million
American Capital Declares Dividend of $0.69 Per Share for Q4
Fitch Upgrades and Affirms American Capital Securitizations
New Portfolio Investments
$38 Million in CamelBak Products, Inc., Dominant Global Designer,
Manufacturer and Marketer of Portable Hands-free Hydration Systems
$39 Million in Chronic Care Solutions, Inc., Leading National Direct-to-Consumer,
Mail-Order Chronic Illness Supply Company
$35 Million in Buyout of Jones Stephens Corp., Leading Designer, Brander, Distributor
of Specialty Plumbing Components
$54 Million in Buyout of Flexi-Mat Corporation, Leading Producer, Importer and
Marketer of Pet Beds
$15 Million in MP TotalCare, Inc., Leading National Provider of Respiratory
Medications and Diabetic Supplies
$49 Million in Buyout of Global Dosimetry Solutions, Inc., Leading Provider of
Radiation Dosimetry Services
$15 Million in Nancy's Specialty Foods, Inc., Leading Producer of Frozen Gourmet
Quiche Entrées, Appetizers and Desserts
$50 Million in Euro-Pro Corp., Leading Designer, Marketer and Distributor of
Primarily Branded Home Cleaning Products
$13.8 Million in Formed Fiber Technologies, Leading Manufacturer and Supplier of
Thermoformed Automotive Non-Woven Products for North American Automotive
OEMs and Tier I Suppliers
Portfolio Companies
Since its August 1997 IPO through the third quarter of 2003, American Capital
has earned an 18% compounded annual return on 45 exits and prepayments of senior debt,
subordinated debt and equity, totaling $481 million of original investments.
These exits and prepayments represent 21% of all investments made since our August
1997 IPO through the third quarter of 2003. Year-to-date, net realized gains total $16 million.
Click here for a chart detailing these exits.
$19.6 Million Total Investments in Trinity Hospice
BLI Holdings Corp: Repaid $13.4 Million, Invest $17 Million in ClearLight Partners Buyout
Losses Realized on Previously Depreciated Assets
$7.5 Million Add-On Investment for Acquisition of Hanover Accessories
by Stravina Operating Company
$6.5 Million in Aeriform Corporation
Chart: American Capital Portfolio Diversification
Exit Events
Tube City Exit: $4 Million Gain Realized
CST Industries Exit: $5 Million Gain Realized
Corporate News
New Principal on Operations Team
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$833 MM of New Investments in the Past Year
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Q3, Q4 Equity Offerings Raise $289 Million
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American Capital has announced two equity offerings in Q3 and Q4 2003 totaling $289 million.
On November 12 American Capital announced it had sold 7.6 million shares of common stock to the public at $26.90 per share for total gross proceeds of approximately $204 million. The offering was underwritten by Wachovia Securities, Citigroup, A.G. Edwards & Sons, Inc. and Legg Mason Wood Walker Incorporated. The underwriters exercised an option to purchase an additional 1,140,000 shares at $26.90 per share for total proceeds to American Capital of $30.7 million to cover over-allotments.
On September 25 American Capital announced it had sold 2 million shares of common stock to the public at $24.85 per share for total gross proceeds of approximately $49.7 million. The offering was underwritten by Wachovia Securities and JMP Securities. The underwriters exercised an option to purchase an additional 188,400 shares at $24.85 per share for total proceeds to American Capital of $4.7 million to cover over-allotments.
The net proceeds of the offerings will be applied to reduce the borrowings under American Capital's existing revolving credit facility. This will create availability under this facility, which will generally be available for funding future American Capital investments.
American Capital now has capital resources in excess of $2 billion.
Click here for more information about the most recent offering.
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American Capital Declares Dividend of $0.69 Per Share for Q4
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In November, American Capital announced that the Board of Directors declared a fourth quarter 2003 dividend of $0.69 per share, payable on December 30, 2003 to record holders as of December 16, 2003. This dividend is a 3% increase over the fourth quarter 2002 regular dividend of $0.67 per share. American Capital has paid or declared a total of $13.06 in dividends since its August 1997 IPO and has paid a total of $380 million.
As of October 31, 2003, American Capital shareholders have enjoyed a total return of 207% since the Company's IPO -- an annualized return of 20%, assuming reinvestment of dividends.
Click here for more information about American Capital's dividends
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Fitch Upgrades and Affirms American Capital Securitizations
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In October, Fitch Ratings upgraded two tranches and affirmed ratings on the remaining tranches of American Capital securitizations.
For the complete release click here.
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$38 Million in CamelBak Products, Inc., Dominant Global Designer, Manufacturer and Marketer of Portable Hands-free Hydration Systems
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In November American Capital invested $38 million in CamelBak Products Inc., the dominant global designer, manufacturer and marketer of portable hands-free hydration systems, or customized backpacks that include integrated water storage and delivery systems. American Capital's investment took the form of senior and junior subordinated debt and supported the acquisition of CamelBak by Bear Stearns Merchant Banking. The Bank of New York and BNP Paribas are providing a revolving credit facility and senior term loan.
 Headquartered in Petaluma, CA, CamelBak is the global leader in the design, manufacturing and marketing of a broad line of customized backpacks that include integrated water storage and delivery systems. These market-leading hydration backpacks are sold to thousands of customers, including top sporting goods retailers, military and government customers and law enforcement agencies. The Company operates three facilities in California and Mexico and has experienced tremendous sales growth over the past several years. Pictured at left is CamelBak's Rim RunnerTM, a stylish and multi-functional hydration backpack perfect for year round hiking.
"This is the first time we are partnering with American Capital and we're impressed with their staff of investment professionals, ability to quickly conduct intensive due diligence and provide the necessary financing package to complete this transaction," said Bear Stearns Merchant Banking Senior Managing Director Bo Arlander. "We look forward to working with our investment partners and CamelBak management to continue to grow the company by broadening its existing product offering, introducing new products and entering new product segments and geographic markets at home and abroad."
Click here for more information about CamelBak.
Contact John Thornton, Principal, or call (415) 591-0120.
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$39 Million in Chronic Care Solutions, Inc., Leading National Direct-to-Consumer, Mail-Order Chronic Illness Supply Company
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In November, American Capital invested $39 million in the recapitalization of Chronic Care Solutions, Inc., a leading national direct-to-consumer, mail-order chronic illness supply company focused primarily on diabetic supplies. American Capital's investment took the form of senior subordinated debt and junior subordinated debt with warrants. In addition, Antares Capital, Merrill Lynch Capital and Key Bank provided $47 million of senior credit facilities, including a revolving credit facility and senior term loans. The recapitalization was being completed simultaneously with a complementary add-on acquisition. Post-closing, KRG Capital Partners maintains its majority ownership position in Chronic Care.
Founded in 1994, Clearwater, FL-based Chronic Care Solutions serves patients in the United States and Puerto Rico under the business names Diabetic Supply of USA, Respiratory Supply of USA, Rx Supply of USA, and Ostomy Supply of USA. The Company sells a full line of diabetic, respiratory, ostomy and urological products, including glucose meters, test strips, lancets, insulin pumps, inhalers and nebulizers, all of which are high quality branded products from leading manufacturers such as Johnson & Johnson, Roche and Bayer, and serve a customer base of approximately 70,000 patients. Chronic Care also has a mail-order pharmacy, licensed in all 50 states, that provides its patients with a full line of prescription drugs. Chronic Care employs over 200 people and has experienced a compounded annual sales growth rate of over 40% since 2001.
"American Capital has once again proven to be the ideal investment partner, providing the necessary capital to bring this transaction to close," said KRG Capital Partners Managing Director Mark King. "We look forward to working with American Capital and our other investment partners in expanding Chronic Care's product offering and supporting management's vision of building a premier chronic disease management company."
Click here for more information about Chronic Care.
Contact Darin Winn, Principal and Managing Director, or call (214) 273-6650.
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$35 Million in Buyout of Jones Stephens Corp., Leading Designer, Brander, Distributor of Specialty Plumbing Components
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In November, American Capital invested $35 million in the buyout of Jones Stephens Corp., the leading designer, brander and distributor of specialty plumbing components. American Capital's investment took the form of subordinated debt and preferred and common equity. Union Bank of California N.A. and Antares Capital Corporation are providing senior debt financing. Jones Stephens' founders will continue to have a significant ownership stake in the enterprise.
Founded in 1992, Moody, AL-based Jones Stephens has long standing relationships with leading plumbing wholesalers, such as Winnelson, general construction wholesalers, such as Hughes, and dominant big box retailers such as Lowes and Home Depot.
Click here for more information about Jones Stephens.
Contact Frank Do, Principal or call (818) 676-1222.
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$54 Million in Buyout of Flexi-Mat Corporation, Leading Producer, Importer and Marketer of Pet Beds
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In November, American Capital invested $54 million in the buyout of Flexi-Mat Corporation, the leading producer, importer and marketer of pet beds. American Capital's investment took the form of a revolving credit facility, senior term loans, senior and junior subordinated debt and preferred and common equity. Management also invested significantly in the transaction.
 Founded in 1948, Chicago, IL-headquartered Flexi-Mat markets a diverse product line of pet beds, including indoor and outdoor beds, orthopedic beds and heated beds. The company's products include well-recognized beds such as the Orthonapper®, Catnapper®, Mysterious Kitty Kuddler®, Purr Pad® and Dognapper®. Customers include major retailers, mass merchants, pet superstores and catalog and internet retailers. Pictured at left is the patented Bolster Bed, a comfortable and relaxing bed that ensures man's best friend gets his well-deserved rest.
Click here for more information about Flexi-Mat
Contact Tom Gregory, Principal and Managing Director or call (312) 681-7400.
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$15 Million in MP TotalCare, Inc., Leading National Provider of Respiratory Medications and Diabetic Supplies
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In October, American Capital invested $15 million in MP TotalCare, Inc., a leading national provider of respiratory medications and diabetic supplies to patients across the United States. American Capital's investment took the form of senior debt and supported MP TotalCare's acquisition of Medical Holdings, Inc., a leading national supplier of direct to consumer urological products. GMAC-RFC Health Capital provided senior term loans as well as a revolving credit facility. MP TotalCare is a portfolio company of Charterhouse Group.
Founded in 1990 and headquartered in Tampa, FL, MP TotalCare's products are primarily used in the treatment of diabetes and chronic obstructive pulmonary disease. The company delivers products through the mail and provides customer-focused services to over 100,000 patients. MP TotalCare also manages pharmacies for third parties. Medical Holdings serves over 9,000 customers, supplying urological and other medical products to patients across the United States.
"American Capital understands long-term value creation. They worked quickly to understand our investment thesis and strategy, enabling us to move forward without delay," said Charterhouse Partner Jay Gates.
Click here for more information about MP TotalCare.
Contact Brian Graff, Principal or call (212) 213-2009.
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$49 Million in Buyout of Global Dosimetry Solutions, Inc., Leading Provider of Radiation Dosimetry Services
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In September, American Capital invested $49 million in the buyout of ICN Worldwide Dosimetry Services, one of the world's largest providers of radiation dosimetry services, from ICN Pharmaceuticals, Inc. (NYSE: ICN). The business now operates under the new name, Global Dosimetry Solutions, Inc. American Capital's investment took the form of senior debt, senior and junior subordinated debt, and preferred and common equity. GMAC Commercial Finance invested in senior debt and proved a revolving credit facility. For the first time, management has a significant equity stake in the business.
Global Dosimetry is a supplier of analytical monitoring services to detect occupational exposure to radiation. The company, formed in 1973 as part of a parent company acquisition, enjoys an extremely diverse global customer base of over 25,000 clients, with large customers including nuclear power plants, hospitals, industrial clients, universities and research labs, in addition to myriad medical, dental and veterinary accounts.
Click here for more information about Global Dosimetry.
Contact Robert Klein, Principal, Brian Graff, Principal, or call (212) 213-2009.
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$15 Million in Nancy's Specialty Foods, Leading Producer of Frozen Gourmet Quiche Entrées, Appetizers and Desserts
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 In September, American Capital invested $15 million in Nancy's Specialty Foods, the leading producer of frozen gourmet quiche entrées, appetizers and desserts. American Capital's investment took the form of senior subordinated debt and supported the recapitalization of Nancy's by Kohlberg & Co. GE Capital provided a revolving credit facility and senior term loan. Management, together with Kohlberg & Co., retained their majority ownership position in the company.
Founded in 1977, Newark, CA-headquartered Nancy's employs over 300 and manufactures a broad line of premium quality gourmet products, including convenient frozen and refrigerated Quiche Entrées and Appetizers, frozen appetizers such as Deli Spirals, Mushroom Turnovers and Seafood Crab Cakes, and frozen desserts such as Pecan Tartlets. Customers include leading club stores, conventional grocers and food service providers.
Click here for more information about Nancy's.
Contact John Thornton, Principal or call (415) 591-0120
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$50 Million in Euro-Pro Corp., Leading Designer, Marketer and Distributor of Primarily Branded Home Cleaning Products
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 In September, American Capital invested $50 million in senior secured notes as part of the recapitalization of Euro-Pro Corp., a leading designer, marketer and distributor of primarily branded home cleaning products. GMAC Commercial Finance provided a revolving credit facility while Mass Mutual Life Insurance Company and other institutional investors invested in senior subordinated debt. Weston Presidio Capital led the recapitalization and invested in the equity along with Euro-Pro management.
Euro-Pro offers over 50 different appliance products, including products for general cleaning, garment care, and kitchen use. The company markets its products under recognized brand names such as Shark, Euro-Pro, Fantom, Omega and Bravetti, and maintains longstanding relationships with well known retailers.
Click here for more information about Euro-Pro.
Contact Frank Do, Principal or call (818) 676-1222.
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$13.8 Million in Formed Fiber Technologies, Manufacturer and Supplier of Thermoformed Automotive Non-Woven Products for North American Automotive OEMs and Tier I Suppliers
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 In August, American Capital invested $10.8 million in Formed Fiber Technologies, Inc. (FFT), a company formed to purchase Gates Formed-Fibre Products, Inc. from Tomkins PLC (NYSE: TKS). American Capital's investment took the form of senior subordinated debt with warrants. PNC Business Credit provided a revolving credit facility and senior term loan. The buyout group Morgenthaler Partners is the equity sponsor and majority shareholder. FFT's management invested in the equity, and a portion of the equity base was reserved for an employee stock option program.
In November, American Capital invested an incremental $3 million of subordinated debt to support the acquisition of Martin Color-Fi, Inc. by FFT. Based in Sumter, SC, Martin manufactures polyester fiber, primarily for specialty applications. The Company utilizes recycled plastics and polyester waste material to produce polyester fibers that are extruded into fiber for use in a variety of end markets.
Founded in 1979, Auburn, Maine-based FFT manufactures staple fiber, non-woven roll goods and molded products in its state-of-the-art facilities in Auburn and Sidney, OH. With approximately 600 employees, FFT's customers include Big 3 automakers, as well as major transplants, supplying both directly and indirectly through Tier I vendors. The company has seen increasing sales over the past three years.
"American Capital's ability to perform due diligence and get to closing on a tight schedule was critical to this transaction," said Morgenthaler General Partner Fred Festa. "Their team approach and responsiveness to Morgenthaler's requirements as an equity sponsor were precisely what we needed."
Click here for more information about FFT.
Contact Ken Jones, Principal or call (610) 238-0210.
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$19.6 Million Total Investments in Trinity Hospice
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In November, American Capital made an additional investment in its portfolio company Trinity Hospice LLC to support the acquisitions of Castle Peak Hospice and New Season Hospice, taking the form of senior notes and preferred equity. This brings American Capital's total current investment in Trinity to $19.6 million. American Capital is also providing a revolving credit facility. KRG Capital Partners is the majority owner and equity sponsor of Trinity.
American Capital first invested in Trinity Hospice in June 2002, supporting KRG Capital's acquisition. Trinity Hospice, based in Tulsa, OK, is the sixth largest provider of hospice care in the U.S. The company operates 15 facilities in eight states. Now augmenting that will be Castle Peak Hospice, based in Dallas, TX, providing hospice care primarily to nursing home residents in four locations in the Dallas-Fort Worth area, and New Season Hospice, based in Elk City, OK, operating two hospice locations in rural Oklahoma.
In contrast to traditional medical care, which is "curative" in nature, hospices focus on "palliative" care, which attempts to manage a patient's physical pain caused by disease in addition to addressing the psychosocial and spiritual needs of both patients and their families. Trinity does not own or operate healthcare facilities, but rather focuses its resources on providing services to patients primarily in their own residences, or in assisted living facilities or third-party nursing homes where the patient is living.
Contact Darin Winn, Principal and Managing Director, or call (214) 273-6650.
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BLI Holdings Corp: Repaid $13.4 Million, Invest $17 Million in ClearLight Partners Buyout
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In October, American Capital portfolio company BLI Holdings Corp. was sold by Bain Capital LLC to ClearLight Partners LLC. Investor Charles River Partners LLC retained an equity position in BLI and all present senior managers are remaining. BLI was recapitalized as part of the transaction and American Capital was repaid its original $12 million senior subordinated debt investment and $1.4 million of payment-in-kind or PIK interest notes in BLI. ClearLight selected ING Capital and Merrill Lynch Capital as well as American Capital to help finance the recapitalization of BLI, with American Capital investing $17 million in BLI senior subordinated debt in the transaction. BLI is an outsource manufacturer and packager of personal care products.
American Capital earned a 20% compounded annual rate of return on its investment in subordinated notes, including the repayment of all interest and fees received over the life of American Capital's investment in the company. Sale proceeds recognized by American Capital approximated the most recent quarterly valuation of the investment. American Capital first invested in BLI in August 2001.
Over the past six years, IPO-to-date, American Capital's proceeds from exits and prepayments exceeded the associated prior quarter's valuation of the investments by $28 million in aggregate, or 7%. Year-to-date, net realized gains total $16 million.
Since its August 1997 IPO through the third quarter of 2003, American Capital has earned an 18% compounded annual return on 45 exits and prepayments of senior debt, subordinated debt and equity, totaling $481 million of original investments. These exits and prepayments represent 21% of all investments made since our August 1997 IPO through the third quarter of 2003.
Click here for a chart detailing these exits.
Founded in 1989 and headquartered in City of Industry, Calif., BLI manufactures and packages personal care products, including lotion, soap, hairspray, shampoo, conditioner and perfume through its two operating subsidiaries, Bocchi Laboratories and Medicia Corporation. The company has experienced strong sales over the past few years, with significant growth over the past year, and has approximately 1,000 employees in five operating facilities located in California and New Jersey. Customers include leading, well recognized personal care companies.
Click here for more information about BLI's superior and flexible manufacturing capabilities and R&D services.
Contact Jeri Harman, Principal and Managing Director, or call (818) 676-1222.
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Losses Realized on Previously Depreciated Assets
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In September, American Capital sold investments in three portfolio companies - Westwind Holdings Inc., Parts Plus Group Inc. and Fulton Bellows & Components Inc. - for a nominal sale price, realizing $20 million in losses. American Capital also announced that it had realized additional losses of $7 million as the result of the recapitalization of two portfolio companies, The New Piper Aircraft Inc. and NewStarcom Holdings Inc. The total fair value of these five investments at June 30, 2003 was $15 thousand. For the past year, these had been non-earning assets.
Click here for a complete press release.
Click here for a chart detailing American Capital's capital gains and losses.
Click here for a chart listing American Capital's exited companies.
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$7.5 Million Add-On Investment for Acquisition of Hanover Accessories by Stravina Operating Company LLC
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 In September, American Capital invested an additional $7.5 million in its portfolio company Stravina Operating Company LLC to support the acquisition of Hanover Accessories. American Capital's investment took the form of subordinated debt and brings the Company's total current investment in Stravina to $27 million. Blue Capital Management LLC is the majority owner and equity sponsor of Stravina. Union Bank of California provided the original revolving credit facility and senior term loan to Stravina and is increasing the senior debt facility for this acquisition.
American Capital first invested in Stravina, headquartered in Chatsworth, CA, in May 2002.
Stravina is a leading designer and supplier of impulse-purchase novelty and souvenir items and the leading supplier in its categories to mass merchants and large chains. The company sells to five of the top ten retailers in the U.S., and has seen sales increase significantly over the past several years. Among the company's products are personalized key chains, photo frames, pens, pencils, rulers and Post-It notes, all adorned with individual names. Its souvenir products, sold at national parks, major theme parks, and airport and hotel gift stores, include magnets, key chains, pottery, plush toys and shot glasses.
Hanover Accessories, based in Plymouth, MN, designs and markets children's jewelry and hair accessories, pet accessories and novelty products. The company's ability to offer quality products, excellent delivery accountability and maintain high fill rates has enabled it to serve top mass merchants, pharmacies, theme parks, pet stores and other retailers. Hanover received Vendor of the Year Ward from Target for the Jewelry, Accessory and Cosmetics division in 9 out of the last 19 years, most recently in 1998 and 2001. The company's proprietary brands include The Great PretendEars®, ImpawstersTM, City TailsTM, Star Struck®, Star Struck Princess® and Nicolina Accessories®.
Click here for more information about Stravina and Hanover.
Contact Jeri Harman, Principal and Managing Director, or call (818) 676-1222.
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$6.5 Million in Aeriform Corporation
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In August, American Capital invested $6.5 million to recapitalize its portfolio company Aeriform Corporation. The proceeds were used to reduce outstanding senior debt and for working capital. Aeriform's management and directors also participated. American Capital first invested in the senior debt of Aeriform in 1999, with a subsequent investment in 2001 to finance Aeriform's acquisition of a significant cylinder gas distribution operation from Air Liquide America. Employee-owned Aeriform is one of the country's largest independent distributors of specialty and industrial cylinder gases.
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Exit Events
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ACAS Exits Tube City Investment: Realizes $4 Million Gain
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In September, American Capital exited its investment in subordinated debt and warrants of Tube City, Inc., earning a 25% compounded annual rate of return, including the payment of all interest and fees received over the life of the investments. Tube City was recapitalized by Blue Point Capital Partners and management, completely prepaying American Capital's investment. American Capital earned $4 million of long-term capital gains on this exit. Sale proceeds recognized by American Capital exceeded the second quarter 2003 valuation of investments by $1 million.
In August 1999, American Capital invested $18.1 million in Tube City, a provider of slag and scrap metal processing, brokering and mill services.
Click here for more information about the Tube City exit.
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CST Industries Exit: $5 Million Gain Realized
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Also in September, American Capital exited its investment in CST Industries, Inc., earning a 35% compounded annual rate of return on its investment in subordinated notes and 13% common stock interest, including the repayment of all interest and fees received over the life of American Capital's investment in the company. Sale proceeds recognized by American Capital exceeded the second quarter 2003 valuation of the investments by $1.4 million.
In January 2001, American Capital invested $9 million of subordinated debt and common stock to fund the acquisition of Columbian Steel Tank Company and Engineered Stored Products by CST Industries. CST designs, manufactures and installs storage tanks for municipal, industrial and agricultural markets.
Click here for more information about the CST exit.
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New Principal in Operations Team in Washington, DC
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Steve Price joined American Capital in 2003 as a Principal in the Operations Team. Prior to joining American Capital, Steve was a Managing Partner at Dubin Clark and Company. Before joining Dubin Clark, Steve was the President and Chief Executive Officer of Alyn Corporation, Incorporated and President of Allied Automotive Aftermarket. Steve Joined Allied Signal (Honeywell) as Vice President Global Sales and Marketing for their worldwide automotive manufacturing businesses. Before joining Allied Signal, Steve was a General Manger at NIBCO Incorporated, a plumbing products manufacturer, and spent six years at Black and Decker Corporation as Vice President, Marketing for Kwikset Corporation and Director, Sales and Marketing for the Black and Decker Power Tool Group. He started his career at The Procter and Gamble Company with assignments in Brand Management.
Email Steve or call him at (301) 951-6122.
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American Capital Portfolio Diversification
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Click
here to learn more about American Capital transactions or
here to contact someone at American Capital.
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This newsletter contains forward-looking statements. The statements regarding expected results of American Capital Strategies are subject to various factors and uncertainties, including the uncertainties associated with the timing of transaction closings, changes in interest rates, availability of transactions, changes in regional or national economic conditions, or changes in the conditions of the industries in which American Capital has made investments
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Two Bethesda Metro Center
14th Floor
Bethesda, MD 20814
Phone: (301) 951-6122
Fax: (301) 654-6714
Info@AmericanCapital.com
www.AmericanCapital.com
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