Activant Solutions tenders for outstanding notes

New York, March 30 - Activant Solutions Holdings Inc. and Activant Solutions Inc. said they have begun cash tender offers for Holdings' $40 million senior floating-rate PIK notes due 2011 and Activant's $156.8 million 10½% senior notes due 2011 and $265 million floating-rate senior notes due 2010.

The companies are also soliciting consents to amend the note indentures to eliminate substantially all of the restrictive covenants (except for covenants related to payment of interest, payment of principal, asset sales, change of control and other repurchase offers and certain other covenants) and also eliminate events of default, covenants relating to mergers and conditions to legal defeasance and covenant defeasance, as well as modify or eliminate other provisions.

The tender offer is part of the acquisition of Activant by Hellman & Friedman LLC and Thoma Cressey Equity Partners, Inc.

For the PIK notes and the 10½% notes, the price will be based on the present value of the redemption price on their first call date plus interest payments up to the call date, discounted using a fixed spread of 50 basis points over the corresponding Treasury note. Accrued interest up to but excluding the payment date will then be subtracted.

For the PIK notes, the reference Treasury is the 4% note due Sept. 30, 2007 while for the 10½% notes it is the 3 5/8% notes due June 30, 2007.

Pricing will be set at 2 p.m. ET on the 10th business day before the expiration date of the tender.

For Activant's floating-rate notes, the payment will be $1,020 per $1,000 principal amount, the redemption price on April 1, 2006.

In all cases, the total includes a $20.00 per $1,000 consent payment that will only be paid to holders that tender with consents by the consent deadline.

The consent deadline is 5 p.m. ET on April 12 and the tender ends at 8 a.m. ET on May 2.

Holders may not tender without delivering consents or vice versa.

Activant needs the consent of holders of the majority of notes under each indenture.

The tenders are subject to conditions, including receipt of the necessary consents, completion of the merger and the receipt of financing.

Deutsche Bank Securities Inc. is dealer manager and solicitation agent (800 552-2826). MacKenzie Partners, Inc. is information agent (call collect 212 929-5500 or 800 322-2885).

Activant is an Austin, Texas, provider of business management technology for small and medium-sized retail and wholesale distribution businesses in hardlines and lumber, wholesale distribution and automotive parts aftermarket.

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