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Published on 4/5/2007 in the Prospect News Special Situations Daily.

EGL's Crane offers portion of merger termination fee in exchange for 50% of merger proceeds

By Lisa Kerner

Charlotte, N.C., April 5 - EGL, Inc. chairman and chief executive officer James R. Crane sent letters to select company managers and reporting persons, asking them to invest 50% of the proceeds they would receive from the merger in exchange for being eligible to receive a share of the termination fee if his $38 per share bid for the company does not go through.

The management termination fee letter went to: Joseph Bento, Gregg Weigel, Keith Winters, Vittorio Favati, Bruno Sidler, Ronald Talley and Sam Slater, according to a schedule 13D filing.

The agreement also calls for continued employment by EGL "at all times through the payment of the termination fee, if any."

On March 1, Crane and his affiliates proposed purchasing EGL for $38 per share. The company's board is also considering a March 19 alternative offer from Apollo Management LP to acquire the company for $40.00 per share.

Prior to receipt of the Apollo offer, EGL's board approved Crane's proposed $1.7 billion transaction that was expected to close in the second or third quarter of 2007, according to a company news release.

Crane syndicated $51 million of the cash investment represented by his Rollover Equity Commitment Letter to Sterling Group Partners II, LP and Sterling Group Partners II (Parallel), LP under a letter agreement between the parties, a previous SEC filing stated.

Also, on March 23, Centerbridge Partners, LP and The Woodbridge Co. Ltd. entered into a limited liability company agreement with Talon Holdings LLC.

Houston-based EGL is a global transportation, supply chain management and information services company.


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