Asset Acceptance Capital Corp. (Nasdaq: AACC), a leading purchaser and collector of charged-off consumer debt, announced the preliminary results of its tender offer which expired at 5:00 p.m. New York City time, on June 12, 2007. AACC commenced the tender offer on May 9, 2007 to purchase for cash up to 1,858,000 shares of common stock in a price range of $18.25 to $20.00 per share, net to the seller in cash, without interest.
J.P. Morgan Securities, Inc. acted as dealer manager for the tender, Mackenzie Partners, Inc. acted as information agent and LaSalle Bank, N.A. acted as the depositary.
In accordance with the terms of the tender offer, and based on a preliminary count by the depositary, the Company expects to purchase 1,982,238 properly tendered shares at $18.75 per share, net to the seller in cash, without interest, for a total purchase price of approximately $37.2 million. The shares to be purchased include the 1,858,000 shares the Company is obligated to purchase and an additional 124,238 shares that the company elects to purchase under the optional purchase provision of the tender offer for a total of 1,982,238 shares. The total number of shares tendered in the offer at or below $18.75 per share was 2,299,753, of which 1,276,586 shares were tendered pursuant to the guaranteed delivery procedure described in Asset Acceptance’s Offer to Purchase. Tenders made pursuant to the guaranteed delivery procedure will be accepted upon receipt of the related stock certificates or confirmation of book entry transfer, along with any other required documentation within three business days after the notice of guaranteed delivery was delivered to the depositary. All shares purchased in the tender offer will be purchased at the same price, $18.75 per share.
Because more than 1,982,238 shares were tendered, the company will purchase only a prorated portion of the shares tendered by each tendering shareholder at or below the clearing price of $18.75 per share, other than odd lot shareholders, as described in the company’s Offer to Purchase. Based on the preliminary count, the company expects the proration factor to be approximately 86.2 percent.
Assuming AACC acquires 1,982,238 shares in the tender offer, 32,716,387 shares will be outstanding immediately after the tender offer and, as described in the company’s Offer to Purchase, AACC would then repurchase another 2,017,762 shares in the aggregate pursuant to the Stock Repurchase Agreement among the Company, AAC Quad-C Investors LLC, our largest stockholder, our Chairman, President and Chief Executive Officer, and our Senior Vice President and Chief Financial Officer (the "Sellers"), under which the Company agreed to repurchase a number of the Sellers’ beneficially owned shares required to maintain each Seller’s pro rata beneficial ownership interest in AACC. AAC Quad-C Investors LLC, Mr. Bradley and Mr. Redman currently own beneficially approximately 35.6%, 12.2% and 2.6%, respectively, of the Company’s outstanding shares of common stock, and elected not to tender any shares in the tender offer. The repurchase under the Stock Repurchase Agreement will be at $18.75 per share, the same price per share as is paid in the tender offer, and will occur on June 28, 2007, the 11th business day after the expiration of the tender offer.
Based on the preliminary count, the shares expected to be purchased in the tender offer and pursuant to the Stock Repurchase Agreement represent approximately 5.7 percent and 5.8 percent, respectively, of the company’s outstanding shares. As a result of the completion of the tender offer, immediately following payment for the tendered shares, AACC expects that approximately 32,716,387 shares will be issued and outstanding, with approximately 30,698,625 shares estimated to be issued and outstanding after completion of the repurchase of the Sellers’ shares pursuant to the Stock Repurchase Agreement on the 11th business day after the expiration of the tender offer.
Asset Acceptance indicated that the actual number of shares to be purchased, the proration factor and the purchase price are subject to final confirmation and the proper delivery of all shares tendered and not withdrawn, including shares tendered pursuant to the guaranteed delivery procedure, as well as final count of tendered odd lot shares. The actual number of shares, the proration factor and purchase price per share will be announced promptly following completion of the verification process. Payment for shares accepted and the return of all shares tendered but not accepted will occur promptly after determination of the number of shares properly tendered.