Trillium Capital LLC has submitted a non-binding proposal to the Board of Directors of Stream Global Services, Inc. to acquire 100% of the duly issued and outstanding common shares of Stream Global Services, Inc. and all of its subsidiaries, SGS, for a price per common share for $4.65 in cash plus assumption or replacement of its $200 million high yield bonds due 2014. Trillium's proposal is based upon publicly available information about the Company, information about its direct competitors and the contact center industry that is available to all stockholders of Stream.
Stream is a premium business process outsource (BPO) service provider specializing in customer relationship management and business process outsourcing services for many of the leading Fortune 1000 companies.
Trillium has outlined the terms and conditions of its non-binding proposal in a letter to the Board of Directors of Stream, presented to its Chairman and Chief Executive Officer at Stream's Annual General Meeting of Stockholders on June 1, 2011. Trillium's proposal includes, among other things:
A purchase price of $4.65 per common share in cash for 100% of the duly issued and outstanding shares of Stream (assuming that total common shares outstanding of approximately 80.4 million shares).
Extension through a private exchange offer of the exercisability period of Stream's publicly traded warrants (SGSWS) for an additional two years that would otherwise expire after October 17, 2011 (assuming total public warrants outstanding of approximately 7.3 million public warrants) to October 17, 2013 and become warrants in a privately held successor company following the closing.
Allowing certain of the existing inside investors of Stream - Ares Management, Providence Equity Partners and Ayala Corp or their affiliates – (as well as other investors who may be interested) to convert their current ownership of Stream, under certain conditions, to the privately held successor company. Such converted ownership positions of the existing inside investor shareholders of Stream shall be limited to a maximum of 40% of the fully diluted share ownership of the successor company after closing of the proposed transaction.
Inside investors, Ares Management, Providence Equity Partners and Ayala Corporation or their affiliates, would be required to terminate their pre-emptive rights agreement with the Company that allows for them to purchase approximately 18 million common shares at a $6.00 strike price per share that would otherwise expire on October 17, 2011 and terminate their shareholder agreement that allows them various governance rights and rights to appoint executive management and set their compensation and appoint almost all of the Board of Directors, among other things.
Execution of a standard definitive acquisition agreement that would include typical representations and warranties, standard escrow arrangements, a market based break up fee, among other things, for a transaction of this nature. Trillium's proposal also requires that the directors and officers of Stream and their respective investment firms or affiliates recommend the proposed transaction to stockholders and agree to vote all of their shares of the Company in favor of the proposed transaction by signing voting agreements prior to Trillium and its financing sources starting substantial due diligence or documentation of the transaction. These irrevocable voting agreements would become effective upon entering into a definitive acquisition agreement.
The closing conditions are more fully described in Trillium's non-binding offer letter dated June 1, 2011 to Stream's Board of Directors and include, among other things, (i) completion of standard due diligence by Trillium and its financial sponsors, advisors and lenders; (ii) completion of related debt and equity financing; (iii) approval by the Company's inside investors, Ares Management LLP, Providence Equity LLP and Ayala Corp or their affiliates, who own approximately 87% of the outstanding common shares of Stream and control Stream's Board of Directors; (iii) approval of holders of at least 90% of Stream stock; and (iv) obtaining necessary regulatory and other approvals.
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