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COMSYS IT Partners, Inc. Withdraws Private Placement of $150 Million of Senior Notes and Enters Into Commitment Letter for New Credit Facilities.


HOUSTON -- COMSYS IT Partners, Inc. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
:CITP (Certified Information Technology Professional) A specialty credential awarded by the AICPA to its CPA members who excel in the provision of technology-related business services. ) announced today that it has withdrawn its proposed private offering of $150.0 million of senior notes.

COMSYS also announced today that it has entered into a commitment letter with Merrill Lynch Merrill Lynch & Co., Inc. (NYSE: MER TYO: 8675 ), through its subsidiaries and affiliates, provides capital markets services, investment banking and advisory services, wealth management, asset management, insurance, banking and related products and services on a global basis.  Capital, a division of Merrill Lynch Business Financial Services The examples and perspective in this article or section may not represent a worldwide view of the subject.
Please [ improve this article] or discuss the issue on the talk page.
, Inc., with respect to a proposed new $230.0 million secured credit facility consisting of a $120.0 million senior secured revolving credit Revolving Credit

A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs.
 facility, a $10.0 million senior secured term loan and a $100.0 million junior secured term loan. The purpose of this facility would be to fully repay the Company's existing long-term debt Long-Term Debt

Loans and financial obligations lasting over one year.

Notes:
For example debts obligations such as bonds and notes which have maturities greater than one year would be considered long-term debt.
 and to provide for ongoing working capital requirements Capital requirements

Financing required for the operation of a business, composed of long-term and working capital plus fixed assets.
, including strategic acquisitions and general corporate purposes.

"We had believed that market conditions would allow us to complete an opportunistic refinancing of our existing long-term debt through the issuance of senior notes," said David Kerr David Kerr may refer to:
  • David Kerr (Northern Irish politician), Chair of the Third Way group
  • David Kerr (UK politician) (born 1923), British Labour Member of Parliament 1964–1970
  • David Kerr (cinematographer), British cinematographer
, Senior Vice President of COMSYS. "Unfortunately, deterioration in the general conditions for high yield securities led to our decision to withdraw the offering. We intend, instead, to pursue this new financing with Merrill Lynch." In the fourth quarter of 2005, COMSYS will expense approximately $1.1 million of fees and expenses associated with the withdrawal of the senior note offering.

The revolving credit facility and the junior term loan would mature in 2010 while the senior secured term loan would mature in 2007. The new credit facility would be guaranteed by all of the Company's existing and future direct and indirect domestic subsidiaries and secured by substantially all of the present and future tangible and intangible assets of the Company and its direct and indirect domestic subsidiaries, including 100% of the equity interests in the Company's domestic subsidiaries and 65% of the equity interests in the Company's first-tier foreign subsidiaries. The revolving credit facility will limit the amount of borrowing capacity to an amount equal to the lesser of (a) $120.0 million and (b) 85% of certain accounts receivable accounts receivable n. the amounts of money due or owed to a business or professional by customers or clients. Generally, accounts receivable refers to the total amount due and is considered in calculating the value of a business or the business' problems in paying  less certain reserves.

The commitments are subject to certain customary conditions, including satisfactory completion of documentation, due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. , meeting certain financial requirements and a rating of the junior secured term loan of B3/CCC+ or better from Moody's and Standard & Poor's, respectively. There can be no assurance that any of these conditions will be satisfied. The closing of the new credit facility is expected to occur in December 2005. The new credit facility would retire the Company's existing senior credit facility, which currently provides for borrowings of up to $105 million under a revolving line of credit Revolving line of credit

A bank line of credit on which the customer pays a commitment fee and can take and repay funds at will. Normally a revolving LOC involves a firm commitment from the bank for a period of several years.
 and a term loan of $7.5 million and expires in September 2009, and the Company's existing $70 million second lien A Second lien financing is a form of financing secured on a second ranking basis by (more or less) the same security, which secures the first ranking financing. The first lien lenders and the second lien lenders agree that, in the event of a security enforcement or bankruptcy, the  term loan, which matures in April 2010. The Company intends to repay all outstanding borrowings under the existing facilities with borrowings under the new credit facility. The Company expects that immediately following the closing of the new credit facility, the availability under the new revolving credit facility will be approximately $50 million, which will be available for general corporate purposes, including working capital and potential acquisitions of, or investments in, companies, technologies, products or assets.

About COMSYS IT Partners

COMSYS IT Partners, Inc. (NASDAQ: CITP), a leading IT staffing and managed solutions company with 42 offices across the U.S. and an office in the U.K. Leveraging more than 30 years of experience, COMSYS has enhanced its core competency A core competency is something that a firm can do well and that meets the following three conditions specified by Hamel and Prahalad (1990):
  1. It provides customer benefits
  2. It is hard for competitors to imitate
  3. It can be leveraged widely to many products and markets.
 of IT staffing services by creating client-centric, cost-effective information system solutions. COMSYS' service offerings include contingent staff augmentation of IT professionals, permanent recruiting and placement, vendor management and project solutions including network design and management, offshore development, customized software development and maintenance, software globalization/ localization Customizing software and documentation for a particular country. It includes the translation of menus and messages into the native spoken language as well as changes in the user interface to accommodate different alphabets and culture. See internationalization and l10n.  translation services and implementation and upgrade services for SAS (1) (SAS Institute Inc., Cary, NC, www.sas.com) A software company that specializes in data warehousing and decision support software based on the SAS System. Founded in 1976, SAS is one of the world's largest privately held software companies. See SAS System. , business intelligence and various ERP (Enterprise Resource Planning) An integrated information system that serves all departments within an enterprise. Evolving out of the manufacturing industry, ERP implies the use of packaged software rather than proprietary software written by or for one customer.  packages. COMSYS serves primarily Fortune 500 clients in the financial services/insurance, telecommunications, energy, pharmaceutical and healthcare industries and government agencies.

Forward-looking Statements

This material includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements may be identified by words such as "estimate," "forecast," "plan," "intend," "believe," "should," "expect," "anticipate," or variations or negatives thereof, or by similar or comparable words or phrases. Forward-looking statements are based on the Company's expectations and beliefs concerning future events affecting the Company, which reflect estimates and assumptions made by management. These estimates and assumptions reflect the Company's best judgment based on currently known market conditions and other factors relating to the Company's operations and business environment, all of which are difficult to predict and many of which are beyond its control. There are many factors that could cause forward-looking statements not to be correct, including the cautionary statements contained in this material and risks and uncertainties inherent in the Company's business set forth in the filings of the Company with the Securities and Exchange Commission.

Although the Company believes that the expectations reflected in its forward looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. They can be affected by inaccurate assumptions the Company might make or by known or unknown risks and uncertainties. The forward-looking statements included in this communication are not guarantees of future performance, and we cannot assure the reader that those statements will be realized or that the forward-looking events or circumstances will occur. Actual future results may vary materially. Except as required by law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances, and is not responsible for any changes made to this release by wire or Internet services.
COPYRIGHT 2005 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2005, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Dec 5, 2005
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