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Published on 11/20/2006 in the Prospect News Bank Loan Daily and Prospect News High Yield Daily.

Open Solutions LBO financing to include $605 million credit facility, $325 million bonds

By Sara Rosenberg

New York, Nov. 20 - Open Solutions Inc. detailed its leveraged buyout financing plans, including that there will be a new $605 million senior secured credit facility and $325 million of high-yield senior subordinated notes, according to a PREM14A recently filed with the Securities and Exchange Commission.

The credit facility consists of a $530 million seven-year term loan and a $75 million six-year revolver. A portion of the revolver may be borrowed by a Canadian subsidiary in Canadian dollars.

Wachovia and JPMorgan are the joint lead arrangers and joint bookrunners on the credit facility. Wachovia is administrative agent, JPMorgan is syndication agent and Merrill Lynch is documentation agent.

As a backup for the bonds, which will be done under Rule 144A, the company has received a commitment for a $325 million senior subordinated unsecured bridge facility.

Wachovia and JPMorgan are the joint lead arrangers and joint bookrunners on the bridge loan, with Wachovia the administrative agent.

Open Solution is being acquired by The Carlyle Group and Providence Equity Partners for $38.00 in cash for each share. The enterprise value of the transaction, including assumption of debt, is more than $1.3 billion.

Other LBO financing will come from a $560 million equity commitment.

As a result of this transaction, Open Solutions' convertible notes will become convertible into the merger consideration, payable to their underlying shares of common stock, and Open Solutions' other currently outstanding indebtedness will be retired.

The transaction is expected to be completed during the first quarter and is subject to various conditions, including approval by the stockholders of Open Solutions, the expiration of the applicable waiting period under the Hart-Scott-Rodino Act, the absence of the occurrence of a material adverse effect on Open Solutions and other customary closing conditions.

Open Solutions is a Glastonbury, Conn., provider of integrated enabling technologies for financial institutions.


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