Cedar Falls, Iowa
November 15, 2002
Ag Services of America, Inc.
(NYSE:ASV) and
American Securities Capital Partners, L.P. (ASCP) announced
today that they had signed a letter of intent under which ASCP
will invest up to $70 million in Ag Services in exchange for
preferred stock and warrants exercisable at $10.50 per share
representing a 51.7 percent interest in Ag Services.
Ag Services, based in Cedar Falls, Iowa, is a leading provider
of agricultural supplies and financing to farmers. The Company
had said earlier this month that it had retained Rabobank
International to consider the sale of or strategic investment in
the Company.
The letter of intent contemplates that ASCP, a New York
private-equity investment firm, will contribute up to $70
million in three annual payments; the first payment of $35
million is expected on or before February 28, 2003, subject,
among other things, to satisfactory completion of due diligence
and Ag Services arranging for long-term financing. The second
and third payments are conditional upon Ag Services achieving
certain economic thresholds. ASCP will have voting control of Ag
Services after the initial funding. Definitive terms of the
proposed transaction have yet to be determined.
The executive team of Ag Services believes this transaction will
position the Company to leverage its enhanced capital base and
expand its services to its marketplace. In addition to increased
borrowing capacity, Ag Services is expected to achieve the
benefits of scale in borrowing rates and leverage ratios
resulting in increased growth and profitability. Ag Services
executive team also believes that ASCP understands its business
and recognizes that the doubling of its capital base will better
position the Company to take full advantage of the substantial
growth opportunities that exist.
"We are impressed with the specialty finance business model of
Ag Services and the caliber of the management team," said
Michael G. Fisch, president of ASCP. "Because of the leading
position the company has built in the agriculture supply
financing sector, we believe that Ag Services offers a
compelling business proposition to its customers and,
accordingly, superior growth prospects over the years to come."
The transaction is subject to shareholder vote and is expected
to close on or before Ag Services' fiscal year end February 28,
2003.
For the six months ended last August 31, Ag Services reported
revenues of $360.5 million, a 31 percent increase from the year
earlier period, and net income of $4.7 million, a 21 percent
increase.
Rabobank International is acting as financial advisor to the
Company. George K. Baum & Company is advising ASCP.
American Securities Capital Partners is the private-equity
investment arm of American Securities, a family office founded
in 1947 by the late William Rosenwald, to manage his share of
his family's Sears Roebuck fortune. ASCP is currently investing
its third private-equity investment fund with outside investors,
a fund with commitments of $650 million that was raised in 2001.
Ag Services of America, Inc. is based in Cedar Falls, Iowa, and
is a leading supplier of crop input financing and agricultural
inputs, including seed, chemicals and fertilizers to primarily
corn and soybean growers in the U.S. The Company's one-stop
shopping business model includes competitive and flexible
financing packages through its AgriFlex Credit(R) program
combined with the most comprehensive offering of agricultural
inputs from national sources such as Asgrow, BASF, Dekalb, Dow
AgroSciences, DuPont, Garst, Monsanto, Syngenta and Pioneer
Hi-Bred. The Company also administers additional financing
programs for various suppliers, manufacturers and distributors
in the agricultural industry and provides ancillary services
such as crop insurance and grain marketing.
AgriFlex Credit is a
registered trademark of Ag Services of America, Inc. All other
trademarks or product names are the property of their respective
owners.
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