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| OOO > SEC Filings for OOO > Form 8-K on 5-Oct-2009 | All Recent SEC Filings |
5-Oct-2009
Entry into a Material Definitive Agreement, Completion of Acquisitio
Asset-Based Revolving Credit Facility
On October 1, 2009, Stream Global Services, Inc. (the "Company"), Stream Holdings Corporation ("SHC"), Stream International, Inc., Stream New York, Inc., eTelecare Global Solutions-US, Inc., eTelecare Global Solutions-AZ, Inc. and Stream International Europe B.V. (collectively, the "U.S. Borrowers"), and SGS Netherland Investment Corporation B.V., Stream International Service Europe B.V., and Stream International Canada Inc., (collectively, the "Foreign Borrowers" and together with the U.S. Borrowers, the "Borrowers"), entered into a credit agreement, dated as of October 1, 2009 (the "Credit Agreement"), with Wells Fargo Foothill, LLC, as agent and co-arranger, Goldman Sachs Lending Partners LLC, as co-arranger, and each of the lenders party thereto, as lenders, providing for revolving credit financing (the "ABL Facility") of up to $100.0 million, including a $20.0 million sub-limit for letters of credit, in each case, with certain further sub-limits for certain Foreign Borrowers. The ABL Facility has a maturity of four years. The description of the Credit Agreement contained in this report is qualified in its entirety by reference to the complete text of the Credit Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Company and its subsidiaries that are party to the Credit Agreement are borrowers and/or guarantors under the ABL Facility. Subject to specified exceptions, newly-created or acquired direct and indirect subsidiaries of the Company will be required to become guarantors under the Credit Agreement. In addition, certain other existing foreign subsidiaries of the Company may become Foreign Borrowers under the Credit Agreement.
The U.S. Borrowers' ability to borrow under the ABL Facility is limited to a U.S. borrowing base equal to 85% of eligible accounts receivable, net of dilution and certain other reserves, plus the lower of: (1) 70% of eligible unbilled U.S. accounts receivable net of dilution reserves, and (2) with respect to each U.S. Borrower, 85% of eligible accounts receivable net of dilution and certain other reserves for such U.S. Borrower, in each case, subject to other conditions, limitations and reserve requirements.
The Foreign Borrowers' ability to borrow under the ABL Facility is limited to a foreign borrowing base equal to 85% of eligible foreign accounts receivable, net of dilution reserves, plus the lower of: (1) 70% of eligible unbilled foreign accounts receivable, net of dilution reserves, and (2) with respect to each Foreign Borrower, 85% of eligible foreign accounts receivable net of dilution reserves for such Foreign Borrower, in each case, subject to other conditions, limitations, reserve requirements and sublimits with regard to certain Foreign Borrowers.
The U.S. Borrowers are jointly and severally liable for all obligations of the U.S. Borrowers (the "U.S. Obligations") under the ABL Facility and under certain hedging arrangements and bank product and cash management services provided by the ABL Facility lenders or their affiliates to the Company and its subsidiaries, and such obligations will be guaranteed by certain direct and indirect U.S. subsidiaries of the Company that are not Borrowers under the Credit Agreement (the "U.S. Guarantors"), and such U.S. Obligations and guarantees will be secured by substantially all of the assets of the U.S. Borrowers and the U.S. Guarantors, in each case, subject to specified exceptions. All obligations of the Foreign Borrowers under the ABL Facility (the "Foreign Obligations"), and the guarantees of those obligations, will be secured, subject to certain exceptions, by substantially all of the assets of the U.S. Borrowers, Foreign Borrowers, U.S. Guarantors and foreign subsidiaries of the Company (in such capacity the "Foreign Guarantors" and together with the U.S. Guarantors, collectively, the "Guarantors"). Such U.S. Obligations and Foreign Obligations will be secured by:
• senior liens on the following assets of the U.S. Borrowers and U.S. Guarantors, (hereinafter referred to as "Primary ABL Collateral") and of the Foreign Borrowers and Foreign Guarantors (hereinafter referred to as the "ABL Foreign Collateral"): their accounts receivable, specified payment intangibles, inventory, deposit accounts, commodity accounts, securities accounts, lock-boxes, instruments, chattel paper, cash and cash equivalents, general intangibles related to any of the foregoing and proceeds and products of the foregoing and certain assets related thereto, subject to specified exceptions; and
Interest accrues on outstanding borrowings under the ABL Facility at a rate of either LIBOR (as defined in the Credit Agreement) plus an applicable margin per annum or a Base Rate (as defined in the Credit Agreement) plus an applicable margin per annum, at the option of the Borrowers. The initial applicable margin will be 3.75% with respect to LIBOR borrowings and 2.75% with respect to Base . . .
On October 1, 2009, the Company consummated the acquisition of EGS, the parent company of eTelecare, pursuant to the Share Exchange Agreement (the "Exchange Agreement") dated August 14, 2009, by and among the Company, EGS, Dutchco and NewBridge. Pursuant to the terms of the Exchange Agreement, in consideration for the transfer to the Company by Dutchco and NewBridge of all of the capital stock of EGS owned by Dutchco and NewBridge and the contribution to the Company from NewBridge of the rights with respect to $35,840,988 in principal under a bridge loan of EGS, the Company issued and delivered to Dutchco and NewBridge an aggregate of 23,851,561 shares of common stock of the Company and an aggregate of 9,800,000 shares of non-voting common stock of the Company. The material terms of the Exchange Agreement are described in, and a copy of the Exchange Agreement is attached as Exhibit 2.1 to, the Company's Current Report on Form 8-K, filed with the SEC on August 20, 2009, and is incorporated herein by reference. The acquisition and the transactions relating to the Exchange Agreement were approved by written consent of the Company's stockholders on August 14, 2009.
In connection with the closing of the transactions contemplated by the Exchange Agreement, on October 1, 2009, NewBridge transferred all of the shares of EGS that it owned and the outstanding principal under a bridge loan of EGS that it held to the Company in exchange for 5,880,000 shares of non-voting common stock of the Company, par value $.001 per share (the "Non-Voting Common Stock"), and 14,310,937 shares of common stock of the Company, par value $.001 per share (the "Common Stock"), which collectively represent (on an as-converted to Common Stock basis) approximately 25.5% of the Company's outstanding capital stock, and a cash payment by the Company of $5,994. Pursuant to the Exchange Agreement, on October 1, 2009,
In connection with the closing of the transactions contemplated by the Exchange Agreement and pursuant to a letter agreement (the "Letter Agreement") dated August 14, 2009 between the Company and Ares, on October 1, 2009, the Company issued to Ares 1,000,000 shares of Common Stock in exchange for, among other things, the surrender to the Company for cancellation of a warrant to purchase 7,500,000 shares of Common Stock. The foregoing description is qualified in its entirety by the complete text of the Letter Agreement, which was attached as Exhibit 4.3 to the Company's Current Report on Form 8-K filed with the SEC on August 20, 2009, and is incorporated herein by reference.
The Company issued the shares of Non-Voting Common Stock and Common Stock identified above to NewBridge, Dutchco and Ares in reliance on the exemption from the registration provisions under Section 4(2) of the Securities Act and Rule 506 thereunder with respect to sales by an issuer not involving any public offering. Each of NewBridge and Dutchco has represented to the Company in the Exchange Agreement, and Ares has represented to the Company in the Letter Agreement, that it was acquiring the Non-Voting Common Stock and Common Stock, as applicable, for investment, that it could bear the risks of the investment and that it had received from the Company and the Company's management all of the information that it considered appropriate to evaluate whether to acquire the Non-Voting Common Stock and Common Stock, as applicable.
In connection with the share exchange contemplated by the Exchange Agreement, the Company amended its certificate of incorporation on September 29, 2009 and on October 1, 2009. The material terms of these amendments are described in the Definitive Information Statement on Form 14C filed with the SEC on September 4, 2009 in the section titled "THE SHARE EXCHANGE - Charter Amendments and By-law Amendments." The complete text of the amendments, which are set forth in the certificates of amendment attached as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, are incorporated herein by reference.
(a) Financial Statements of Businesses Acquired.
The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date that an initial report on Form 8-K relating to the consummation of the transactions contemplated by the Exchange Agreement must be filed.
(b) Pro Forma Financial Information.
The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date that an initial report on Form 8-K relating to the consummation of the transactions contemplated by the Exchange Agreement must be filed.
(d) Exhibits.
See Exhibit Index attached hereto.
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