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Conversus Capital, L.P. Announces Pricing of Global Offering of Common Units
GUERNSEY, June 29 /PRNewswire/ --
- Not for release, publication or distribution outside of the Netherlands
Conversus Capital, L.P. ("Conversus Capital"), a permanent capital
vehicle organized as a Guernsey limited partnership, announced today the
final size and final initial offering price of its global offering of
non-voting common units (including common units represented by restricted
depositary units (RDUs)). The final size of the global offering is 71,002,000
common units and the final initial offering price is US$25.00 per common
unit, resulting in gross proceeds to Conversus Capital of US$1,775 million.
The managers of the international offering have an option to purchase from
Conversus Capital's managing general partner up to an additional 2,400,000
common units to cover over-allotments. The common units will be listed on
Euronext Amsterdam N.V.'s Eurolist by Euronext under the symbol "CCAP."
Of the 71,002,000 common units and RDUs sold in the global offering:
-- An aggregate of 16,000,000 common units and RDUs have been sold in the
international offering for an aggregate purchase price of US$400
million.
-- An aggregate of 9,000,000 RDUs have been sold to Bank of America
Capital Corporation, a subsidiary of Bank of America Corporation
("BAC") and OHIM Investors, LP., an investment vehicle of Oak Hill
Investment Management, L.P., as lead investors, for an aggregate
purchase price of US$225 million.
-- An aggregate of 30,000,000 RDUs have been sold to California Public
Employees Retirement System (CalPERS) and Harvard Management Company,
Inc. (Harvard), as strategic investors, for an aggregate purchase
Price of US$750 million.
-- An aggregate of 16,002,000 common units and RDUs have been sold to
certain directed investors for an aggregate purchase price of US$400
million.
Conversus Capital will use the net proceeds of the global offering and
borrowings under a collateralized fund obligation program to purchase from
certain affiliates of BAC a portfolio of seasoned private equity fund
interests for approximately US$1,925 million. Distributions from the initial
portfolio will be reinvested in private equity fund investments and direct
private equity investments.
Conversus Capital's portfolio will be managed via a services agreement by
Conversus Asset Management, LLC, ("CAM") a newly formed investment manager
jointly owned by BAC, Oak Hill Investment Management, the strategic
investors, and certain members of CAM's management. Oak Hill Investment
Management will actively participate in managing the portfolio pursuant to a
subadvisory agreement.
Conversus Capital has prepared a pricing statement dated June 28, 2007
relating to the final number of common units offered in the international
offering. This pricing statement must be read in conjunction with the
offering memorandum dated June 19, 2007. The pricing statement and the
offering memorandum have been filed with the Netherlands Authority for the
Financial Markets (Autoriteit Financiele Markten).
In connection with the global offering, Banc of America Securities LLC
(BAS), an affiliate of BAC, will act as stabilization manager. BAS may
over-allot or effect transactions, through its agent, Cantor Fitzgerald
Europe, that stabilize or maintain the market price of the common units at
levels above those which might otherwise prevail in the open market. Such
transactions may commence on or after the date of the commencement of trading
on Eurolist by Euronext and will end no later than 30 days thereafter. Such
transactions may be effected on Eurolist by Euronext, in the over-the-counter
market or otherwise. No assurance can be given that such stabilization will
be undertaken and, if it is undertaken, it may be discontinued at any time.
BAS, or its affiliates, may be deemed to be affiliates of Conversus Capital
or CAM.
This announcement does not constitute or form part of an offer to sell or
solicitation of an offer to purchase or subscribe for securities in the
United States or in any other jurisdiction. The common units have not been
and will not be registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act") or under the securities laws of any other
jurisdiction, and may not be offered or sold in the United States or in any
other jurisdiction absent registration or pursuant to an applicable exemption
from the registration requirements of the Securities Act or from the
registration requirements in any such other jurisdiction.
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