Activant Solutions receives tenders, consents for majority of outstanding notes

By Angela McDaniels

Seattle, April 12 - Activant Solutions Holdings Inc. and Activant Solutions Inc. said they received tenders and consents from holders of a majority of 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 began a tender offer and consent solicitation for the notes on March 30. The consent deadline was 5 p.m. ET on April 12, and the tender offer expires at 8 a.m. ET on May 2.

The consents will allow the companies 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 for holders who tendered with consents by the consent deadline.

Holders may not tender without delivering consents or vice versa.

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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