Post by roy on Mar 11, 2012 13:36:19 GMT -5
Blackbaud is waiting for government approval to buy CNVO. The spread is about 1.8% and the tender is extended by 10 days as it can be extended 10 days at a time.
Item 1. Summary Term Sheet
Item 1 of the Schedule TO is hereby amended and supplemented by including the following information at the end of “Other Information” in the section of the Offer to Purchase entitled “Summary Term Sheet”:
“On March 7, 2012, in conjunction with the Department of Justice’s continued review of information submitted by Blackbaud regarding the proposed Merger and upon the written request of the Company, Parent extended the expiration of the Offer for a period of 10 business days consistent with the terms of the Merger Agreement, which provides for such extensions if any closing conditions have not been met. The Offer is now scheduled to expire at 12:00 midnight, New York City time, on Wednesday, March 21, 2012, unless further extended. The Offer was previously scheduled to expire at 12:00 midnight, New York City time, on Wednesday, March 7, 2012. The Depositary has indicated that, as of 5:00 p.m., New York City time, on March 6, 2012, 18,911,875 Shares were issued and outstanding. The Depositary has indicated that, as of 5:00 p.m., New York City time, on March 6, 2012, 11,147,709 Shares (approximately 58.9% of the Shares issued and outstanding) had been tendered into and not withdrawn from the Offer. As of that time, no Shares had been tendered pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase.”
Blackbaud financial capacity:
“Parent expects that approximately $330 million will be required to purchase all of the issued and outstanding Shares pursuant to the Offer and approximately $14 million to pay the related fees and expenses of the Offer and the Merger. Purchaser expects to fund the purchase price and related fees and expenses with funds provided by Parent to Purchaser. Parent will use cash on hand and funds available under the Senior Secured Credit Facilities, which closed on February 9, 2012, to provide the necessary funds to Purchaser.
Parent received a debt commitment letter, dated as of January 17, 2012, from JPMorgan Chase Bank, N.A. (“JPMCB”), J.P. Morgan Securities LLC (“JPMorgan”), SunTrust Bank (“SunTrust”) and SunTrust Robinson Humphrey, Inc. (“STRH”; together with JPMorgan, the “Lead Arrangers”), with each of JPMCB, SunTrust and a syndicate of financial institutions and other entities as “Lenders,” providing for $325 million of Senior Secured Credit Facilities, subject to the conditions set forth in the debt commitment letter.
The following is a summary of certain provisions of the debt commitment letter. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the debt commitment letter, a copy of which is filed as Exhibit (b)(1) to the Schedule TO, which is incorporated herein by reference.
The debt commitment letter provided that the Senior Secured Credit Facilities would consist of (i) a $100 million term loan facility with a term of five years and (ii) a $225 million revolving credit facility with a term of five years. Pursuant to the debt commitment letter, the availability of the Senior Secured Credit Facilities would be subject to, among other things:
•
no “Company Material Adverse Effect” shall have occurred;
•
there shall not have occurred any event or condition that has had or will result in a material adverse change to the properties, business, operations, or condition (financial or otherwise) of Parent and its subsidiaries, taken as a whole;
•
the negotiation, execution and delivery of definitive documentation for the Senior Secured Credit Facilities (collectively, the “Financing Documentation”);
•
all representations and warranties set forth in the Financing Documentation shall be true and correct in all material respects;
•
the Merger shall be evidenced by and consummated pursuant to the Merger Agreement, which shall be in form and substance satisfactory to the Lead Arrangers;
•
the payment of required fees and expenses;
•
the execution of certain guarantees and the creation of certain security interests; and
•
certain other conditions precedent usual and customary for a credit facility of a similar type or otherwise deemed appropriate by JPMCB and the Lead Arrangers.
Loans under the Senior Secured Credit Facilities were expected to bear interest, at Parent’s option, at a rate equal to the adjusted LIBOR rate or an alternate base rate, in each case, plus a spread. After Parent’s delivery of financial statements with respect to at least one full fiscal quarter ending after the closing date of the Senior Secured Credit Facilities, interest rates under the Senior Secured Credit Facilities would be based on a leverage ratio as agreed upon between Parent and the Lenders.
Pursuant to the debt commitment letter, Parent would be permitted to make voluntary prepayments with respect to the Senior Secured Credit Facilities at any time, without premium or penalty (other than LIBOR breakage costs, if applicable). The term loans under the Senior Secured Credit Facilities would amortize 10% per annum during the first two years and 15% per annum during the final three years, in each case, in equal quarterly installments, with all remaining amounts due on the maturity date.
Item 1. Summary Term Sheet
Item 1 of the Schedule TO is hereby amended and supplemented by including the following information at the end of “Other Information” in the section of the Offer to Purchase entitled “Summary Term Sheet”:
“On March 7, 2012, in conjunction with the Department of Justice’s continued review of information submitted by Blackbaud regarding the proposed Merger and upon the written request of the Company, Parent extended the expiration of the Offer for a period of 10 business days consistent with the terms of the Merger Agreement, which provides for such extensions if any closing conditions have not been met. The Offer is now scheduled to expire at 12:00 midnight, New York City time, on Wednesday, March 21, 2012, unless further extended. The Offer was previously scheduled to expire at 12:00 midnight, New York City time, on Wednesday, March 7, 2012. The Depositary has indicated that, as of 5:00 p.m., New York City time, on March 6, 2012, 18,911,875 Shares were issued and outstanding. The Depositary has indicated that, as of 5:00 p.m., New York City time, on March 6, 2012, 11,147,709 Shares (approximately 58.9% of the Shares issued and outstanding) had been tendered into and not withdrawn from the Offer. As of that time, no Shares had been tendered pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase.”
Blackbaud financial capacity:
“Parent expects that approximately $330 million will be required to purchase all of the issued and outstanding Shares pursuant to the Offer and approximately $14 million to pay the related fees and expenses of the Offer and the Merger. Purchaser expects to fund the purchase price and related fees and expenses with funds provided by Parent to Purchaser. Parent will use cash on hand and funds available under the Senior Secured Credit Facilities, which closed on February 9, 2012, to provide the necessary funds to Purchaser.
Parent received a debt commitment letter, dated as of January 17, 2012, from JPMorgan Chase Bank, N.A. (“JPMCB”), J.P. Morgan Securities LLC (“JPMorgan”), SunTrust Bank (“SunTrust”) and SunTrust Robinson Humphrey, Inc. (“STRH”; together with JPMorgan, the “Lead Arrangers”), with each of JPMCB, SunTrust and a syndicate of financial institutions and other entities as “Lenders,” providing for $325 million of Senior Secured Credit Facilities, subject to the conditions set forth in the debt commitment letter.
The following is a summary of certain provisions of the debt commitment letter. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the debt commitment letter, a copy of which is filed as Exhibit (b)(1) to the Schedule TO, which is incorporated herein by reference.
The debt commitment letter provided that the Senior Secured Credit Facilities would consist of (i) a $100 million term loan facility with a term of five years and (ii) a $225 million revolving credit facility with a term of five years. Pursuant to the debt commitment letter, the availability of the Senior Secured Credit Facilities would be subject to, among other things:
•
no “Company Material Adverse Effect” shall have occurred;
•
there shall not have occurred any event or condition that has had or will result in a material adverse change to the properties, business, operations, or condition (financial or otherwise) of Parent and its subsidiaries, taken as a whole;
•
the negotiation, execution and delivery of definitive documentation for the Senior Secured Credit Facilities (collectively, the “Financing Documentation”);
•
all representations and warranties set forth in the Financing Documentation shall be true and correct in all material respects;
•
the Merger shall be evidenced by and consummated pursuant to the Merger Agreement, which shall be in form and substance satisfactory to the Lead Arrangers;
•
the payment of required fees and expenses;
•
the execution of certain guarantees and the creation of certain security interests; and
•
certain other conditions precedent usual and customary for a credit facility of a similar type or otherwise deemed appropriate by JPMCB and the Lead Arrangers.
Loans under the Senior Secured Credit Facilities were expected to bear interest, at Parent’s option, at a rate equal to the adjusted LIBOR rate or an alternate base rate, in each case, plus a spread. After Parent’s delivery of financial statements with respect to at least one full fiscal quarter ending after the closing date of the Senior Secured Credit Facilities, interest rates under the Senior Secured Credit Facilities would be based on a leverage ratio as agreed upon between Parent and the Lenders.
Pursuant to the debt commitment letter, Parent would be permitted to make voluntary prepayments with respect to the Senior Secured Credit Facilities at any time, without premium or penalty (other than LIBOR breakage costs, if applicable). The term loans under the Senior Secured Credit Facilities would amortize 10% per annum during the first two years and 15% per annum during the final three years, in each case, in equal quarterly installments, with all remaining amounts due on the maturity date.