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Published on 9/25/2006 in the Prospect News Bank Loan Daily.

VeriFone firms Wednesday launch for $540 million credit facility

By Sara Rosenberg

New York, Sept. 25 - VeriFone Holdings Inc. has firmed up timing on the launch of its proposed $540 million senior secured credit facility with the scheduling of a bank meeting for Wednesday, according to a market source.

Previously it was expected that the deal would come to market this week, but a specific date had not been confirmed.

JPMorgan and Lehman Brothers are the lead banks on the deal.

The facility consists of a $40 million six-year revolver that is expected to carry pricing of Libor plus 150 basis points and a $500 million seven-year term loan B that is expected to carry pricing of Libor plus 175 bps, according to various filings with the Securities and Exchange Commission.

Proceeds will be used to help fund the acquisition of Lipman Electronic Engineering Ltd., a Rosh Haayin, Israel-based provider of electronic payment systems, and refinance VeriFone's existing bank debt.

Debt to EBITDA will approximate 3 times at closing.

Under the purchase agreement, Lipman shareholders will receive for each Lipman share 0.5 shares of VeriFone common stock and $14.304 in cash, adjusted for a special dividend. The amount of the special dividend has not been finally determined but will likely exceed $23 million. Alternatively, Lipman shareholders may elect to receive either $29.07 in cash, or 0.9844 shares of VeriFone stock for each Lipman share, each adjusted for the special dividend. The cash and stock elections are subject to proration such that VeriFone will issue 13.3 million shares of VeriFone stock and pay about $382 million in cash, adjusted for the special dividend.

All in all, the acquisition is valued at $793 million based on VeriFone's share price at the close of trading on April 7.

Following the acquisition, San Jose, Calif.-based VeriFone will become the largest global provider of electronic payment services.


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