ProShares UltraShort Con... (AMEX:SCC)
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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.