TUCSON, Ariz., March 12 /PRNewswire-FirstCall/ -- The Providence Service Corporation today announced that it intends to file a "shelf" registration statement for shares of its common stock on Form S-3 with the Securities and Exchange Commission, or SEC. Providence anticipates that it will file the proposed shelf registration statement immediately following the filing of its Annual Report on Form 10-K for the Year Ended December 31, 2007; however, it has no immediate plans to raise capital thereunder.
Assuming it is declared effective by the SEC, the proposed shelf registration statement would enable Providence to sell, directly to one or more investors, or to or through one or more underwriters or dealers, and/or through agents, from time to time, shares of its common stock for aggregate proceeds of up to $175 million.
Registration of shares of common stock under the proposed shelf registration statement will allow the Company to register shares in advance and provide it with the flexibility to offer the shares when market conditions are favorable or when financing needs arise. The registration of shares thereunder would not, however, mean that Providence would ever necessarily offer or sell such shares. Further, even if the proposed shelf registration statement is filed, and subsequently declared effective by the SEC, each offering, if any, that Providence determines to make pursuant to the proposed shelf registration statement would require a prospectus supplement to be filed with the terms of that offering, including, among other things, the number and price of the shares to be offered, before any such offering or sales thereunder could be made. In addition, any draw-down under the shelf registration statement will only be done with the advance approval of Providence's board of directors.
Providence anticipates that the net proceeds from sales, if any, of common stock pursuant to the proposed shelf registration statement will be added to its general funds and used for general corporate purposes, which could include, among other things, reducing or refinancing its indebtedness (for example, Providence's current credit and guaranty agreement with CIT Healthcare LLC, or CIT, requires Providence, while any amounts are outstanding under such credit facility, to use half of any proceeds it receives from the sale of its equity securities to pay down such indebtedness) or funding acquisitions. However, because its plans and/or circumstances could change over time, each prospectus supplement used by Providence in connection with the sale of shares pursuant to the shelf registration statement will set forth the use of proceeds for the particular offering to which it relates.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
