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Published on 5/23/2007 in the Prospect News Special Situations Daily.

Brencourt to vote against One Equity Partners' offer for Vertrue

By Lisa Kerner

Charlotte, N.C., May 23 - Vertrue Inc. investor Brencourt Advisors, LLC, with a 9.66% stake in the company, expressed dissatisfaction with the $48.50 offer price for Vertrue from the One Equity Partners-led consortium, according to a schedule 13D filing with the Securities and Exchange Commission.

As a result, the investor plans to vote against the deal, despite being a strong supporter of Vertrue and its management.

"We believe that the current offer significantly undervalues the strong growth that Vertrue is experiencing and is a sub-optimal alternative to other strategies that deliver superior shareholder value," Brencourt's chief executive officer William L. Collins wrote in a letter to Vertrue president Gary A. Johnson and included in the SEC filing.

Instead of accepting a "low ball" offer, Brencourt believes the board should reconsider its recommendation of the One Equity offer and "re-visit a leveraged recapitalization of Vertrue's balance sheet" and use those proceeds to fund a special dividend to shareholders.

In the letter, the investor cited Affinion's experience in the debt markets as a directly relevant example for Vertrue. In January, Affinion relevered its balance sheet to 6.4x and used the $350 million of proceeds to buy back preferred debt.

Vertrue is a Norwalk, Conn., internet direct marketing services company.


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