you are viewing a single comment's thread.view the rest of the posts
Hey dipwad, you're the clueless schmuck! There are no issues going forward with revenues, and there was an offer for $35. There is no reason why this company is going private except for the greed of its management, So you can take the $32 dollars and stick it up your pie-hole with your other boi-toys!! Drop dead!!!
Sorry you are so polite and must have wonderful interpersonal relations with your pet rat. However, $35 was discussed..but I suggest you read the Prem14:
At a telephonic Board meeting held on September 13, 2012, representatives of Qatalyst provided the Board with an update on recent discussions with Permira and Party C regarding a potential transaction with the Company. The Qatalyst representatives informed the Board that for the preceding 10 days Permira and Party C had been working together to assemble a proposal to acquire the Company at a price of approximately $33.50 per share, but had been unable to make a proposal at that price. Permira informed representatives of Qatalyst that, subject to obtaining approval from Party C’s investment committee, Permira and Party C could submit a joint proposal to acquire the Company at a price of $30.00 per share. In particular, the Qatalyst representatives informed the Board that Party C was unwilling to participate at a price at or near $33.50 per share, and had indicated that it would only be willing to proceed at a price not greater than $30.00 per share.
The representatives of Qatalyst also updated the Board on their discussions with Party A. The representatives of Qatalyst informed the Board that Party A had not delivered a written proposal, but had orally indicated that, having now completed subsequent due diligence, it would only be prepared to deliver a proposal to acquire the Company at a price of $28.00 per share.
Because Permira had previously informed Qatalyst that it could make a proposal at up to $33.00 a share if Permira had an equity partner, the representatives of Qatalyst then described for the Board a potential strategy for assisting Permira to deliver an acquisition proposal at a price at or near the $33.00 per share. To complete Permira’s required equity funding, the representatives of Qatalyst suggested that Permira could, with Qatalyst’s assistance, seek equity commitments from certain smaller and more growth-oriented private equity firms for the approximately $150 million of additional investments that Permira would require to finance its proposal at such levels.
Board members posed additional questions to the representatives of Qatalyst, and a further discussion ensued, after which the Board instructed Qatalyst to inform Permira that a joint proposal with Party C at a price close to $30.00 per share would not be acceptable to the Board, but the Board would still be willing to consider a proposal from Permira at $33.00 per share and, if Party C were unwilling to participate at that price, the Board would permit Permira to attempt to gather additional equity commitments to finance such a proposal.
Following the Board meeting, representatives of Qatalyst communicated the Board’s position to Permira. After learning that Party C was still working toward a price of $30.00 per share, representatives of Qatalyst informed
Table of Contents
Party C that submitting an offer at that price would not be worthwhile. Representatives of Permira indicated that they would be willing to seek additional equity commitments of approximately $100 million from two specified investors, both investment funds. One of these funds declined the opportunity for reasons unrelated to its view of the Company but the other, Party M, indicated a preliminary interest in participating in a potential transaction with the Company. The Company executed a confidentiality agreement with Party M on September 13, 2012, and it was subsequently given access to diligence materials and to work that had performed by Permira. On October 2, 2012, however, representatives of Party M informed representatives of Qatalyst that based on the results of its review of the Company it would only be interested in participating in a transaction at a maximum price of $29.00 per share.
Also on October 2, 2012, Bloomberg News published a report purporting to describe the current status of the Company’s sale process.
On October 3, 2012, Permira delivered a nonbinding proposal for an acquisition of the Company at a price of $31.00 per share. Permira’s proposal included $970 million in debt financing, an equity commitment by the Permira funds of €300 million (which Permira had orally informed representatives of Qatalyst was the highest amount of equity the Permira funds would be able to commit) and equity investments of $75 million and $50 million by two limited partners in the Permira funds. To complete Permira’s required equity funding, Permira’s proposal also assumed equity investments of at least $75 million by Spectrum and $60 million by the Company’s management, which proposal had not yet been discussed with Spectrum or Company management. Permira also provided a list of material business issues from the mark-ups of the merger agreement and other transaction documents provided to them on September 7, 2012.
And more..since you obviously hadn't read the documents:
During a telephonic Board meeting on October 4, 2012, representatives of Qatalyst updated the Board on recent discussions with Permira, including Permira’s nonbinding proposal delivered the previous day. Wachtell Lipton provided a summary of the issues that Permira had raised in the draft transaction documents.
After Wachtell Lipton completed its summary, representatives of Qatalyst made a presentation to the Board indicating that additional equity contributions from management and Spectrum could potentially allow Permira to increase its offer price to between $32.00 and $32.25 per share. Mr. Parker then confirmed to the Board that Spectrum could be willing to commit to roll over an additional $25 million above Permira’s proposal to facilitate a transaction at a higher price, but that Spectrum could not at that time commit to roll over more than $100 million in the aggregate, and that, in any event, any equity investment would require that it could reach an acceptable agreement with Permira, which had not been negotiated or agreed, in order to enable Permira to increase its offer price. Messrs. Sullivan and Hochhauser also confirmed to the Board that they would be willing to roll over additional equity beyond what Permira had assumed in its proposal, provided that they could reach an acceptable agreement with Permira, which had not been negotiated or agreed, in order to enable Permira to increase its offer price. Messrs. Sullivan and Hochhauser and the directors affiliated with Spectrum then left the meeting in order to permit the disinterested directors to discuss whether it would be in the best interests of the Company and its stockholders for negotiations to continue with Permira. Following discussion, the disinterested members of the Board authorized Qatalyst and management to continue negotiating with Permira for a transaction at a price of $32.25 per share or otherwise at as a high a price as possible, and to permit Permira to discuss with Spectrum and with Messrs. Sullivan and Hochhauser the terms of their investment, as well as, in the case of Messrs. Sullivan and Hochhauser, other arrangements relating to their ongoing role in the Company after a transaction.
Immediately following the October 4, 2012 Board meeting, a representative of Qatalyst spoke with a representative of Permira regarding the Board’s response to the proposal of $31.00 a share and described the additional equity commitments that could be available to support a price of $32.25 a share. The following day, on October 5, 2012, a representative of Permira informed Qatalyst that Permira was willing to raise its proposal to $31.25 a share. A representative of Qatalyst responded that Qatalyst would not present a proposal of less than $32.00 to the Board.
On October 7, 2012, the disinterested Board members, representatives of Wachtell Lipton, representatives of Qatalyst and the general counsel of the Company discussed with the disinterested members of the Board, without
Table of Contents
Mr. Sullivan or directors affiliated with Spectrum having been invited to such meeting, feedback Qatalyst had received from various bidders that had participated in the process to evaluate a potential transaction with the Company. The representatives of Qatalyst informed the disinterested directors that many bidders had initially been enthusiastic about the Company’s business prospects, but after conducting due diligence had generally come to a more conservative view of the Company’s financial prospects. The representatives of Qatalyst described the due diligence work that bidders had conducted. The representatives of Qatalyst noted that, for example, Party C’s highest price indication for a potential transaction with the Company subsequent to conducting its extensive due diligence, including the use of consultants retained by Party C, was $30.00 per share. Party A, Party J, Party M and Permira, among others, likewise came to more conservative views of the Company’s financial prospects after further due diligence. The disinterested directors then discussed the implications of the feedback received from bidders on their current views regarding a potential transaction with Permira.
Following this meeting, representatives of Qatalyst, Mr. Sullivan and one of the disinterested members of the Board separately communicated to representatives of Permira that the Board would not support a transaction at $31.25 per share and that Permira should be aiming to present a proposal at approximately $32.25 per share.
On October 10, 2012, representatives of Wachtell Lipton contacted representatives of Fried, Frank, Harris, Shriver & Jacobson LLP (“Fried Frank”) to discuss the list of material business issues that had been submitted by Permira.
During a telephonic Board meeting on October 11, 2012, representatives of Qatalyst informed the Board that Permira had increased its previous nonbinding verbal proposal to acquire the Company from $31.25 per share to $32.00 per share. The representatives from Qatalyst further informed the Board that Permira had indicated it had struggled to assemble a proposal at $32.00 per share, and had stated that it would not be able to offer any higher price. Permira had also informed Qatalyst that its $32.00 proposal was subject to significant contingencies, in particular that Spectrum would be willing to invest $100 million in the surviving company and management would be willing to roll over at least $82 million, which equity investments had not yet been discussed with either Spectrum or Company management. Permira would also provide feedback to the October 10 issues list, which it could reflect in mark-ups of the transaction documents that it would deliver to the Company.
Wachtell Lipton then discussed with the Board the key contractual terms that Permira had indicated it would include in its mark-ups of the transaction documents.
After discussion, Messrs. Sullivan and Hochhauser and the directors affiliated with Spectrum left the meeting in order to allow the disinterested members of the Board to discuss among themselves whether it would be in the best interests of the Company’s stockholders to authorize Qatalyst, Wachtell Lipton, management and Spectrum to proceed with negotiations with Permira for a potential transaction at a price of $32.00 per share. After discussion, the disinterested members of the Board unanimously determined to authorize Qatalyst, Wachtell Lipton, management and Spectrum to proceed with negotiations with Permira, on the basis outlined in the meeting.