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Published on 8/16/2006 in the Prospect News PIPE Daily.

New Issue: Adam raises $5 million from convertible note offering

By Sheri Kasprzak

New York, Aug. 16 - Adam, Inc. settled a $5 million private placement of convertible notes as part of its acquisition of OnlineBenefits, Inc.

The offering was part of a financing agreement with CapitalSource Finance LLC that also included a $20 million term loan and a $2 million revolver.

The convertible note is due August 2011 and bears interest at the greater of Libor plus 250 basis points or Prime rate plus 125 bps. The note is convertible into a total of 785,279 common shares.

The revolver is due August 2011 and bears interest at the greater of Libor plus 400 bps or Prime rate plus 275 bps.

The term loan matures June 2011 and bears interest at the greater of Libor plus 400 bps or Prime rate plus 275 bps.

Under the terms of the acquisition, Adam bought the outstanding shares of OnlineBenefits for $32.5 million, comprised of $28 million in cash, $1.5 million in debt and 528,681 common shares with a value of $3 million.

Based in Atlanta, Adam produces software used by the healthcare sector.

Issuer:Adam, Inc.
Issue:Convertible notes
Amount:$5 million
Maturity:August 2011
Coupon:The greater or Libor plus 250 basis points or Prime rate plus 125 bps
Conversion ratio:Into 785,279 shares
Warrants:No
Investor:CapitalSource Finance LLC
Settlement date:Aug. 14
Stock symbol:Nasdaq: ADAM
Stock price:$5.26 at close Aug. 14

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