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| Neuester Beitrag: | 23.03.06 10:39 | von: AStraub | Leser gesamt: | 8.666 |
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Entry into Material Agreement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
AMENDMENT TO EXTEND FINANCING COMMITMENT
On December 19, 2005 PRG-Schultz International, Inc. (the "Company") entered into an amendment to the financing commitment letter dated November 28, 2005 with Petrus Securities L.P. and Parkcentral Global Hub Limited (the "Petrus Entities") and Blum Strategic Partners II GmbH & Co. KG. and Blum Strategic Partners II, L.P. (the "Blum Entities") that extended the commitment to December 21, 2005.
The Blum Entities are beneficial owners of the Company's common stock and 4 3/4% Convertible Subordinated Notes due 2006 (the "Convertible Notes"), and they have the right to designate a member of the Company's Board of Directors and to have an observer present at all Board meetings. The Petrus Entities are beneficial owners of the Company's common stock and Convertible Notes. The Petrus entities and affiliated entities of the Blum Entities serve on the Ad Hoc Committee of holders of the Convertible Notes to consider strategic alternatives relating to the Company.
PRGX: Reaches Agreement in Principle on Financial Restructuring
TUESDAY , DECEMBER 27, 2005 08:25 AM
PRG-Schultz International, Inc. (PRGX) announced that it has reached an agreement in principle with the ad hoc committee of noteholders for the company's 4.75% Convertible Subordinated Notes due 2006 (Notes) on the terms of a financial restructuring of the Notes. Investors owning approximately 52% of the Notes have agreed to support the proposed restructuring. In related developments, the company announced that it closed on its previously announced bridge financing with certain of the holders of the Notes and paid November interest on the Notes within the contractual grace period. The bridge financing is in the amount of $10 million, calls for monthly interest payments at the annual rate of 12%, and has an outside maturity date of August 15, 2006.
Under the agreement in principle, the company will offer to exchange the $125 million of outstanding Notes for $50 million of new senior notes, $60 million of new senior convertible notes, and new series A convertible preferred stock having a liquidation preference of $15 million. In 2011 all the new notes will mature and any shares of the preferred stock remaining outstanding will be redeemed by the company.
schaut euch mal PRGX an. aktuell bei $ 0,64, das Ding kann jederzeit kurzfristig über $ 1,00 steigen ! Volumen sowie Chart schauen gut aus.
Auf mittlere Sicht könnten sogar die $ 3 wieder drin sein, sollte PRG Schultz als going-concern wieder auf den richtigen Weg kommen.
Aber: natürlich hochspekulativ, erstmal nur ein kurzfristiger Zock.
Gruß Andi
Form 8-K for PRG SCHULTZ INTERNATIONAL INC
22-Mar-2006
Entry into a Material Definitive Agreement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Amendments to Separation Agreements with Messrs. Cook and Toma
On March 16, 2006, the Company entered into a First Amendment to Separation and Release Agreement with each of John M. Cook and John M. Toma (the "Amendments"). Negotiation of the Amendments was a condition precedent to the closing of the Company's exchange offer restructuring its bondholder debt and entry into the Company's replacement credit facility, both of which took place on March 17, 2006. The Amendments provide as follows:
1. Mr. Cook's termination payments, in the total amount of $5,512,423.00, will be payable in monthly installments, commencing April 1, 2006, as follows:
Payment No. Amount Per Payment
1 $275,620.96
2-58 $91,873.72
Total $5,512,423.00
Mr. Cook's Separation and Release Agreement dated August 2, 2005, originally provided for termination payments of $5,512,423.14, payable bi-weekly over a 3-year period. The Company will pay all applicable payroll taxes and national health insurance taxes accruing with respect to Mr. Cook's termination payments.
2. Mr. Toma's termination payments, in the total amount of $1,502.304.00, will be payable in monthly installments, commencing April 1, 2006, as follows:
Payment No. Amount Per Payment
1 $93,894.00
2-46 $31,298.00
Total $1,502,304.00
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Mr. Toma's Separation and Release Agreement dated August 2, 2005, originally provided for termination payments of $1,502,304.08, payable bi-weekly over a 2-year period. The Company will pay all applicable payroll taxes and national health insurance taxes accruing with respect to Mr. Toma's termination payments.
3. The Company is obligated to pay, on April 1, 2006, $150,000, in the aggregate, to CT Investments, LLC to defray the fees and expenses incurred by Messrs. Cook and Toma for legal and financial advice related to the negotiation of the Amendments.
Messrs. Cook and Toma have no material relationships with the Company or any of its affiliates, other than as holders of Company's securities and former directors and officers of the Company, and as previously disclosed in the Company's periodic reports on file with the U.S. Securities and Exchange Commission.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS.
ITEM 9.01(D) EXHIBITS.
Exhibit
Number Description
------- -----------
99.1 First Amendment to Separation and Release Agreement with John M.
Cook dated March 16, 2006
99.2 First Amendment to Separation and Release Agreement with John M.
Toma dated March 16, 2006