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Published on 8/13/2007 in the Prospect News Special Situations Daily.

1-800 Contacts enters into rollover agreements with board, senior management as part of acquisition

By Lisa Kerner

Charlotte, N.C., Aug. 13 - Members of 1-800 Contacts senior management and board of directors entered into a management rollover agreement with the company to acquire equity interests in the newly formed holding limited partnership valued at a total of $30 million.

LaGrange Capital, LaGrange Offshore agreed to acquire equity interests in the newly formed limited partnership valued at $5 million under a separate rollover agreement. Investment funds affiliated with Mario D. Cibelli also agreed to acquire equity interests in Holdings having a value of $5 million, according to a schedule 13E filing with the Securities and Exchange Commission.

Additional terms of the agreements were included in the filing.

Stockholders are slated to vote on the company's acquisition by Fenway Partners, LLC on Sept. 5.

In June, 1-800 Contacts detailed the financing package for its buyout by Fenway which included plans for a new $235 million senior secured credit facility.

As previously reported, Fenway will acquire the company for $24.25 per share in a deal worth an estimated $340 million. The transaction is expected to close during the second half of fiscal 2007.

1-800 Contacts is a Draper, Utah, direct marketer of replacement contact lenses.


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