Security Capital Corporation Sells Its 91.52% Interest in Its Primrose Holdings, Inc. Subsidiary
March 31 2006 - 3:30PM
Business Wire
Security Capital Corporation (AMEX: SCC) ("Security Capital" or the
"Company") announced today that, on March 31, 2006, it completed
its previously announced sale of its 91.52% interest (on a fully
diluted basis) in its Primrose Holdings, Inc. ("Primrose")
subsidiary to an affiliate of American Capital Strategies, Ltd.
(Nasdaq: ACAS). The net aggregate purchase price for the Company's
interest in Primrose and those interests in Primrose held by
minority stockholders and option holders was approximately $82.8
million (after giving effect to certain adjustments set forth in
the definitive stock purchase agreement that relate to, among other
things, payables owed to the Company and Capital Partners, Inc.,
employee bonuses and transaction expenses). Primrose is engaged in
the franchising of educational child care centers, with related
activities in real estate consulting and site selection services in
the Southeast, Southwest and Midwest. Primrose was one of the
Company's two reportable segments, with the other being the
employer cost containment and health services segment that consists
of WC Holdings, Inc. As previously announced, the Company has
initiated a formal sale process for the Company. In the course of
conducting the formal sale process, the Company's Board of
Directors determined that the best way to maximize value for the
Company's stockholders is to sell Primrose and the balance of the
Company in separate transactions. Accordingly, the Company has sold
its interest in Primrose and is considering offers for its interest
in WC Holdings, Inc. and the balance of the Company. The Company
currently expects to enter into a definitive agreement during the
second quarter of 2006 to sell WC Holdings and the balance of the
Company. The Company received for its 91.52% interest (on a
fully-diluted basis) in Primrose approximately $76.8 million, on a
pre-tax basis, and approximately $58.2 million (or approximately
$8.44 per diluted share of the Company), on a post-tax basis. UBS
Securities LLC is the Company's financial advisor, and Morgan,
Lewis & Bockius LLP and Richards, Layton & Finger, P.A. are
the Company's legal advisors. Hill Street Capital LLC provided a
fairness opinion in conjunction with the sale of Primrose. The
Company's two reportable segments were employer cost containment
and health services, and educational services. The employer cost
containment and health services segment consists of WC Holdings,
Inc., which provides services to employers and their employees
primarily relating to industrial health and safety, industrial
medical care, workers' compensation insurance and the direct and
indirect costs associated therewith. The educational services
segment consisted of Primrose. This release contains
"forward-looking" statements within the meaning of the "safe
harbor" provisions of the Private Litigation Reform Act of 1995.
Such statements are based on management's current expectations and
are subject to a number of factors and uncertainties which could
cause actual results and events to differ materially from those
described in the forward-looking statements. Such factors and
uncertainties include, but are not limited to: future legislative
changes which could impact the laws governing workers' compensation
and medical malpractice insurance in the various states in which
the Company's employer cost containment and health services segment
operates, the Company's ability to enhance its existing services
and successfully introduce and market new services, new service
developments by the Company's competitors, market acceptance of new
services of both the Company and its competitors, competitive
pressures on prices, the ability to attract and retain qualified
personnel and decisions relative to and the outcome of the
Company's formal sale process.
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