Investor Presentation
Global BPO and Stream: An Exciting, High Growth, Multi-Shore BPO Opportunity (Download PDF)
Press Releases
This part of our web site contains archival information which should not be considered current and may no longer be accurate.
Stream Global Services, Inc. Announces Preliminary Results of Tender Offer
Stream Global Services Announces Strategic Sales and IT Positions
Stream Global Services to Commence Common Stock Tender Offer
Stream Global Services, Inc. (Formerly Known As Global BPO Services Corp.) Announces Clarification Regarding Its Planned Tender Offer
Global BPO Services Corp. Announces Closing of the Merger with Stream Holdings Corporation
Global BPO Stockholders Approve Stream Acquisition
Global BPO Services Corp. Provides Further Information on Planned Tender Offer
Global BPO Services Corp. Announces Increase in Potential Size of Planned Tender Offer
Global BPO Services Corp. Announces Date of Annual Shareholder Meeting on July 29, 2008 to Vote on Proposed Acquisition of Stream Holdings Corporation and the Issue of $150 Million of Convertible Preferred Stock to Ares Management
Global BPO Services Corp. Announces Record Date and Annual Shareholder Meeting Date
Global BPO Services Announces:Ares Corporate Opportunities Fund II, LP Enters into Agreement to Invest $150 Million in Convertible Preferred Stock of Global BPO Upon Closing of Acquisition of Stream Holdings;
Global BPO Agrees to Tender for Up To 20.625 Million Common Shares at $8.00 Per Share Following Close of Stream Acquisition;Stream and Global BPO Agree to Revise the Purchase Price for the Acquisition of Stream to $200 Million
Global BPO Services Corp. to Present at the Robert W. Baird Business Solutions Conference
Global BPO Services Corp. Enters into Commitment for $108,695,428 Credit Facility in Connection with Its Proposed Acquisition of Stream
Global BPO Services Corp. Enters into Agreement to Acquire Stream Holding Corporation
Global BPO Services Announces Separate Trading of Common Stock and Warrants
Global BPO Completes Initial Public Offering
American Stock Exchange Lists Units of Global BPO Services Corp.
Stream Global Services, Inc. Announces Preliminary Results of Tender Offer
Company expects to purchase 20,757,046 million shares at $8 per share for a total of $166,056,638.
BOSTON, MA. - September 8, 2008 - Stream Global Services, Inc. (AMEX:OOO) ("Stream"), a leading provider of complex technical support and other business process outsourcing services, today announced the preliminary results of its tender offer, which expired at 5 p.m., New York City time, on Friday, September 5, 2008. Based on the preliminary count by the depositary for the tender offer, an aggregate of 20,964,043 shares were properly tendered and not withdrawn at the purchase price of $8.00 per share. At this time, Stream expects to purchase approximately 20,757,046 shares in the offer, at a price of $8.00 per share, for a total cost of $166,056,638 million, excluding fees and expenses related to the tender. The preliminary proration factor for the tender offer is expected to be approximately 99%.
The number of shares to be purchased and the proration factor are preliminary. Final results will be determined subject to confirmation by the depository of the proper delivery of the shares validly tendered and not withdrawn. The actual number of shares to be purchased and the proration factor will be announced following the completion of the confirmation process. Payment for the shares accepted for purchase and return of all other shares tendered and not accepted for purchase will occur promptly thereafter. Payment for shares purchased will be made in cash, without interest.
Shareholders and investors who have questions or need information about the tender offer may contact the information agent, Innisfree M&A Incorporated, at (888) 750-5834. In connection with this offer, Continental Stock Transfer & Trust Company served as depositary.
For more information contact:
Sheila M. Flaherty,
Chief Legal & Administrative Officer
617-517-3252
Sheila.flaherty@stream.com
Forward-looking Statements
This communication contains "forward-looking statements" which represent the current expectations and beliefs of management Global BPO concerning the proposed acquisition of Stream and other future events and their potential effects on Global BPO and Stream. The statements, analyses, and other information contained herein relating to the proposed acquisition, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "should," "may," and other similar expressions, are "forward-looking statements." These forward-looking statements are not guarantees of future results and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. Those factors include, without limitation, the ability to file the tender offer documents with the SEC and commence or complete the tender offer on the anticipated timeframe. Readers are referred to the reports and documents filed from time to time by us and to be filed in the future by us with the SEC for a discussion of these and other important risk factors that could cause actual results to differ from those discussed in forward-looking statements to reflect subsequent events or circumstances.
About Stream Global Services, Inc.
Global BPO was a special purpose acquisition corporation (a "SPAC") formed in June of 2007 for the purpose of acquiring a business process outsourcing company. Global BPO consummated its initial public offering on October 23, 2007 and acquired Stream Holdings Corporation as of July 31, 2008. Global BPO is now known as Stream Global Services, Inc. and trades publicly on the American Stock Exchange. Stream is a leading provider of complex technical support and other business process outsourcing services such as web and data hosting, customer retention and recovery services, warrant support and professional services, etc. for Fortune 1000 clients in the technology, software, computing, consumer electronics, media and communications sectors. Stream has over 15,000 technical experts and other employees located in 30 service provider centers across over 16 countries.
STREAM GLOBAL SERVICES ANNOUNCES STRATEGIC SALES AND IT POSITIONS
BOSTON, MA. - August 12, 2008 - Stream Global Services, Inc. (formerly Global BPO Services Corp.) (AMEX:OOO) ("Stream") today announced the appointment of Robert Dechant as Executive Vice President of Sales and Marketing and Robert Mercer as Chief Information Officer.
In this role, Dechant will be responsible for all global sales, marketing, and business development activities in the company. He will provide leadership for the company's go-to-market strategy and be responsible for the growth of revenues through both existing and new business. Bob will be based in our Boston, Massachusetts location.
Dechant has more than 25 years of experience in strategic sales, marketing, and client management with companies such as IBM, Convergys, and 3Com Corporation. Additionally, from 1997 to 2003, he held several key leadership positions at Stream including chief operating officer and senior vice president of sales and marketing.
"Bob is by far the top client management executive in the industry, and I am delighted he has agreed to re-join Stream to lead our sales and marketing efforts," said Scott Murray, Chairman and Chief Executive Officer of Stream Global Services. "His leadership skills will strengthen an already great sales, marketing, and business management team."
Stream also announces today that Robert Mercer will continue to lead Stream's global technology interests as the company's chief information officer. Stream's technology programs have thrived under Mercer's leadership and the company is poised to continue its investments in technology and further enhance its IT initiatives.
"Bob's track record is exceptional," added Murray. "We have an IT team at Stream with outstanding leadership that will enable Stream to continue its growth and expansion to meet not only the needs of existing clients and prospects but enable us to expand our global markets with leading technology initiatives. Bob will continue to be based in our Richardson, Texas location."
Mercer has over 30 years in IT leadership roles and prior to joining Stream, he served as chief information officer at Software Spectrum for nine years.
For more information contact:
Katherin Dockerill
SVP Marketing and Business Strategy
469-624-5030
Katherin.Dockerill@Stream.com
About Stream Global Services, Inc. (formerly known as Global BPO Services Corp.)
Global BPO is now known as Stream Global Services, Inc. (SGS) and trades publicly on the American Stock Exchange. SGS is a leading provider of complex technical support and other business process outsourcing services such as Web and data hosting, customer retention and recovery services, warrant support and professional services for Fortune 1000 clients in the technology, software, computing, consumer electronics, media and communications sectors. SGS has over 16,000 technical experts and other employees located in 30 service provider centers across over 16 countries.
Forward-looking Statements
This communication contains "forward-looking statements" which represent the current expectations and beliefs of SGS management, future events and their potential effects on SGS. The statements, analyses, and other information contained herein, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "should," "may," and other similar expressions, are forward-looking statements under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future results and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. Those factors include, without limitation: (1) the ability to successfully combine the businesses of SGS and Stream; (2) operating costs and business disruption following the acquisition, including adverse effects on relationships with employees; (3) changes in the stock market and interest rate environment that affect revenues; (4) the ability of Stream to retain its existing customers and attract new customers following the closing; (5) retention of key employees following closing; (6) general economic conditions such as inflation or recession; (7) general political and social conditions such as war, political unrest and terrorism; (8) ability to maintain or increase billing and utilization rates; (9) success of expansion internationally; (10) competition; (11) ability to move the product mix into higher margin businesses; (12) operating Stream as a public company; (13) healthcare and benefit cost management; and (14) currency fluctuation and exchange rate adjustments. The foregoing is intended only to identify certain of the principal factors that could cause actual results to differ from those discussed in the forward-looking statements. Readers are referred to the reports and documents filed from time to time by us and to be filed in the future by us with the Securities and Exchange Commission for a discussion of these and other important risk factors that could cause actual results to differ from those discussed in forward-looking statements to reflect subsequent events or circumstances.
STREAM GLOBAL SERVICES TO COMMENCE COMMON STOCK TENDER OFFER
BOSTON, MA. - August 7, 2008 - Stream Global Services, Inc. (formerly Global BPO Services Corp.) (AMEX:OOO) ("Stream") announced today that it would commence a partial tender offer to purchase up to 20,757,046 shares of its common stock at a purchase price of $8.00 per share. The tender offer will commence later today and expire, unless extended, at 5:00 p.m. New York City time, on September 5, 2008. Tenders of shares must be made on or prior to the expiration of the tender offer and may be withdrawn at any time on or prior to the expiration of the tender offer. Stream will purchase all shares properly tendered and not properly withdrawn in the tender offer. However, if more than the number of shares the Company seeks to purchase are properly tendered, Stream may purchase such shares on a pro rata basis, as specified in the Offer to Purchase relating to the tender offer that will be filed with the Securities and Exchange Commission and be distributed to stockholders. Stream anticipates that the purchase will be financed from existing cash reserves, including the proceeds of its recently completed sale of shares of Series A Preferred Stock to Ares Corporate Opportunities Fund II, L.P. ("Ares"). The tender offer is not subject to a minimum number of shares being tendered. However, Stream's obligation to complete the tender offer is subject to certain limited conditions, as described in the Offer to Purchase. Each of Stream's current and former officers, directors and strategic advisory council members, and Ares, has agreed not to tender any of their shares pursuant to the Offer.
None of Stream, its board of directors, the depositary or the information agent makes any recommendations to stockholders as to whether to tender or refrain from tendering their shares pursuant to the Offer to Purchase. Stockholders must decide how many shares they will tender, if any.
The information agent for the tender offer is Innisfree M&A Incorporated. The Depositary for the tender offer is Continental Stock Transfer & Trust Company. The Offer to Purchase, Letter of Transmittal and related documents are being mailed to stockholders of record and will be made available for distribution to beneficial owners of Stream's common stock.
Additional Information
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities.
The tender offer described above has not yet commenced and will be made only pursuant to, a tender offer statement on Schedule TO and related exhibits, including the Offer to Purchase, Letter of Transmittal and other related documents, to be filed with the Securities and Exchange Commission ("SEC"). Shareholders should read the Offer to Purchase, Letter of Transmittal and the tender offer statement on Schedule TO and related exhibits when such documents are filed and become available, as they will contain important information about the tender offer. Shareholders can obtain these documents when they are filed and become available free of charge from the SEC's website at www.sec.gov, or by directing a request to: Stream Global Services, Inc., 125 High Street, 30th Floor, High Street Tower, Boston, MA 02110, telephone (617) 517-3252, to Scott Winter at Innisfree M&A Incorporated, telephone (212) 750-5833 or to Continental Stock Transfer & Trust Company, 17 Battery Place, 8th Floor, New York, New York 10004, Attn: Reorganization Department, telephone (212) 509-4000 Ext. 536.
Forward-looking Statements
This communication contains "forward-looking statements" which represent the current expectations and beliefs of management Stream concerning the proposed acquisition of Stream and other future events and their potential effects on Stream. The statements, analyses, and other information contained herein relating to the proposed acquisition, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "should," "may," and other similar expressions, are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future results and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. Those factors include, without limitation, the ability to file the tender offer documents with the SEC and commence or complete the tender offer on the anticipated timeframe. Readers are referred to the reports and documents filed from time to time by us and to be filed in the future by us with the SEC for a discussion of these and other important risk factors that could cause actual results to differ from those discussed in forward-looking statements to reflect subsequent events or circumstances. About Stream Global Services, Inc. (formerly known as Global BPO Services Corp.)
Global BPO was a special purpose acquisition corporation (a "SPAC") formed in June of 2007 for the purpose of acquiring a business process outsourcing company. Global BPO consummated its initial public offering on October 23, 2007 and acquired Stream Holdings Corporation as of July 31, 2008. Global BPO is now known as Stream Global Services, Inc., or Stream, and trades publicly on the American Stock Exchange. Stream is a leading provider of complex technical support and other business process outsourcing services such as web and data hosting, customer retention and recovery services, warrant support and professional services, etc. for Fortune 1000 clients in the technology, software, computing, consumer electronics, media and communications sectors. Stream has over 15,000 technical experts and other employees located in 30 service provider centers across over 16 countries.
STREAM GLOBAL SERVICES, INC. (FORMERLY KNOWN AS GLOBAL BPO SERVICES CORP.) ANNOUNCES CLARIFICATION REGARDING ITS PLANNED TENDER OFFER
BOSTON, MA. - August 1, 2008 - Stream Global Services, Inc., formerly known as Global BPO Services Corp. (AMEX: OOO) ("SGS") today clarified the size of its planned self tender offer. SGS, as previously announced on July 18, 2008, increased the size of its planned tender offer from 20,625,001 shares to the sum of 20,625,001 shares plus the amount by which the number of shares as to which conversion has been elected is less than the maximum of 9,374,999 shares (29.9% of the outstanding shares) which could be converted while still approving the Stream acquisition and the issuance of the convertible preferred stock to Ares to provide financing for the tender offer. Accordingly, since conversion rights were elected as to 9,242,954 shares, the tender offer will be for 20,757,046 shares at $8.00 per share. The tender offer will remain open for a period of twenty business days following its commencement.
For more information contact:
Sheila M. Flaherty,
Chief Legal & Administrative Officer
617-517-3252
sheilaflaherty@globalbpo.biz
About Stream Global Services, Inc. (formerly known as Global BPO Services Corp.)
Global BPO was a special purpose acquisition corporation (a "SPAC") formed in June of 2007 for the purpose of acquiring a business process outsourcing company. Global BPO consummated its initial public offering on October 23, 2007 and acquired Stream Holdings Corporation as of July 31, 2008. Global BPO is now known as Stream Global Services, Inc. (SGS) and trades publicly on the American Stock Exchange. SGS is a leading provider of complex technical support and other business process outsourcing services such as web and data hosting, customer retention and recovery services, warrant support and professional services, etc. for Fortune 1000 clients in the technology, software, computing, consumer electronics, media and communications sectors. SGS has over 15,000 technical experts and other employees located in 30 service provider centers across over 16 countries.
Additional Information
Stream Global Services has not commenced the tender offer for shares of its common stock. The solicitation and the offer to buy shares of Stream Global Services common stock will only be made pursuant to an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer that Stream Global Services intends to file with the SEC. Once filed, Stream Global Services stockholders should read the tender offer statement and the other documents relating to the tender offer carefully and in their entirety prior to making any decisions with respect to the offer because they will contain important information about the tender offer, including the terms and conditions of the offer. Once filed, Stream Global Services stockholders will be able to obtain the tender offer statement and the other documents relating to the tender offer, without charge, at the SEC?s website at http://www.sec.gov, or from the information agent named in the tender offer materials.
Forward-looking Statements
This communication contains "forward-looking statements" which represent the current expectations and beliefs of management Global BPO concerning the proposed acquisition of Stream and other future events and their potential effects on Global BPO and Stream. The statements, analyses, and other information contained herein relating to the proposed acquisition, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "should," "may," and other similar expressions, are ?forward-looking statements? under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future results and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. Those factors include, without limitation: (1) the ability to successfully combine the businesses of Global BPO and Stream; (2) operating costs and business disruption following the acquisition, including adverse effects on relationships with employees; (3) changes in the stock market and interest rate environment that affect revenues; (4) the ability of Stream to retain its existing customers and attract new customers following the closing; (5) retention of key employees following closing; (6) general economic conditions such as inflation or recession; (7) general political and social conditions such as war, political unrest and terrorism; (8) ability to maintain or increase billing and utilization rates; (9) success of expansion internationally; (10) competition; (11) ability to move the product mix into higher margin businesses; (12) operating Stream as a public company; (13) healthcare and benefit cost management; and (14) currency fluctuation and exchange rate adjustments. The foregoing is intended only to identify certain of the principal factors that could cause actual results to differ from those discussed in the forward-looking statements. Readers are referred to the reports and documents filed from time to time by us and to be filed in the future by us with the Securities and Exchange Commission for a discussion of these and other important risk factors that could cause actual results to differ from those discussed in forward-looking statements to reflect subsequent events or circumstances.
GLOBAL BPO SERVICES CORP. ANNOUNCES CLOSING OF THE MERGER WITH STREAM HOLDINGS CORPORATION
BOSTON, MA. - July 31, 2008 - Global BPO Services Corp. (AMEX: OOO) ("Global BPO") announced today that it has closed the merger of Stream Holdings Corporation ("Stream") with Global BPO. The purchase price as previously announced was $200 million in cash. In connection with the acquisition today, Stream has also completed its debt financing for a $108 million credit facility.
Global BPO has changed its name to Stream Global Services, Inc. Scott Murray is the Chairman and Chief Executive Officer of Stream Global Services, Inc. and Sheila Flaherty is Chief Legal and Administrative Officer. The company will continue to trade its common stock under the symbol "OOO", its units under the symbol "OOO.U" and its warrants under the symbol "OOO.WS".
As previously announced, following today's closing of the Stream merger and the issuance of $150 million of Convertible Preferred Stock, Stream Global Services, Inc. will commence a tender offering for 20,625,001 shares of its common stock at a price of $8.00 per share. The tender offer will remain open for a period of twenty business days following its commencement.
Scott Murray, Chairman and Chief Executive Officer of Stream Global Services, Inc. said, "We are very excited about reaching this milestone event. We believe that Stream is an excellent business process outsourcing ("BPO") company and together we can continue to build upon the earnings momentum and growth that the management team of Stream has created so far. We are also very excited to have the opportunity to create a global, integrated BPO services company that provides a variety of high value, complex BPO services using integrated technology and a combination of off-shore and on-shore solution center locations." Murray went on to say, "Stream is one of the leading outsourcers of complex technical support services to Fortune 1000 companies. Stream has over 15,000 employees, located in thirty (30) solution centers, in sixteen (16) different countries across the world in places such as North America (Canada and the USA); Latin America in such places as Costa Rica and the Dominican Republic; in Europe in such places as Ireland, Holland, Poland, Bulgaria, Italy, France and Germany and in Asia and Africa in countries such as India and Tunisia. Stream currently has over 75% of its service capacity outside of the United States. Over the next several weeks we expect to be meeting with many Stream employees, clients and other key partners to discuss this exciting milestone in the company's history and the opportunities that are in front of us."
For more information contact:
Sheila M. Flaherty,
Chief Legal & Administrative Officer
617-517-3252
sheilaflaherty@globalbpo.biz
About Stream Global Services, Inc. (formerly known as Global BPO Services Corp.)
Global BPO was a special purpose acquisition corporation (a "SPAC") formed in June of 2007 for the purpose of acquiring a business process outsourcing company. Global BPO consummated its initial public offering on October 23, 2007 and acquired Stream Holdings Corporation as of July 31, 2008. Global BPO is now known as Stream Global Services, Inc. (SGS) and trades publicly on the American Stock Exchange. SGS is a leading provider of complex technical support and other business process outsourcing services such as web and data hosting, customer retention and recovery services, warrant support and professional services, etc. for Fortune 1000 clients in the technology, software, computing, consumer electronics, media and communications sectors. SGS has over 15,000 technical experts and other employees located in 30 service provider centers across over 16 countries.
Additional Information
Stream Global Services has not commenced the tender offer for shares of its common stock. The solicitation and the offer to buy shares of Stream Global Services common stock will only be made pursuant to an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer that Stream Global Services intends to file with the SEC. Once filed, Stream Global Services stockholders should read the tender offer statement and the other documents relating to the tender offer carefully and in their entirety prior to making any decisions with respect to the offer because they will contain important information about the tender offer, including the terms and conditions of the offer. Once filed, Stream Global Services stockholders will be able to obtain the tender offer statement and the other documents relating to the tender offer, without charge, at the SEC's website at http://www.sec.gov, or from the information agent named in the tender offer materials.
Forward-looking Statements
This communication contains "forward-looking statements" which represent the current expectations and beliefs of management Global BPO concerning the proposed acquisition of Stream and other future events and their potential effects on Global BPO and Stream. The statements, analyses, and other information contained herein relating to the proposed acquisition, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "should," "may," and other similar expressions, are ?forward-looking statements? under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future results and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. Those factors include, without limitation: (1) the ability to successfully combine the businesses of Global BPO and Stream; (2) operating costs and business disruption following the acquisition, including adverse effects on relationships with employees; (3) changes in the stock market and interest rate environment that affect revenues; (4) the ability of Stream to retain its existing customers and attract new customers following the closing; (5) retention of key employees following closing; (6) general economic conditions such as inflation or recession; (7) general political and social conditions such as war, political unrest and terrorism; (8) ability to maintain or increase billing and utilization rates; (9) success of expansion internationally; (10) competition; (11) ability to move the product mix into higher margin businesses; (12) operating Stream as a public company; (13) healthcare and benefit cost management; and (14) currency fluctuation and exchange rate adjustments. The foregoing is intended only to identify certain of the principal factors that could cause actual results to differ from those discussed in the forward-looking statements. Readers are referred to the reports and documents filed from time to time by us and to be filed in the future by us with the Securities and Exchange Commission for a discussion of these and other important risk factors that could cause actual results to differ from those discussed in forward-looking statements to reflect subsequent events or circumstances.
GLOBAL BPO STOCKHOLDERS APPROVE STREAM ACQUISITION
BOSTON, MA. - July 29, 2008 - Global BPO Services Corp. (AMEX:OOO) ("GBPO") announced today that its stockholders approved GBPO?s proposed acquisition of Stream Holdings Corporation, a leader in providing global customer relationship management and other business process outsourcing services to Fortune 100 companies, at an annual stockholders meeting held in New York City.
All of the additional proposals presented at the annual meeting were also approved by GBPO stockholders.
GBPO anticipates that this transaction will close on July 31, 2008.
For more information contact:
Sheila M. Flaherty
Executive Vice President & General Counsel
617-517-3252
sheilaflaherty@globalbpo.biz
About Global BPO Services Corp.
Global BPO is a special purpose acquisition corporation (a "SPAC") formed in June of 2007 for the purpose of acquiring a business process outsourcing company. Global BPO consummated its initial public offering on October 23, 2007. Subject to completion of its pending acquisition of Stream, Global BPO as a SPAC has not yet commenced any material business activities.
Additional Information
Global BPO has filed with the U.S. Securities and Exchange Commission ("SEC") a definitive proxy statement, and a supplement thereto, in connection with the proposed acquisition of Stream and has mailed a definitive proxy statement and other relevant documents to Global stockholders. Stockholders of Global BPO and other interested persons are advised to read, Global BPO's definitive proxy statement, as supplemented, in connection with Global BPO's solicitation of proxies for the special meeting to be held to approve the acquisition because the proxy statement, as supplemented, contains important information about Global BPO, Stream and the proposed acquisition. The definitive proxy statement has been mailed to stockholders as of a record date on July 3, 2008. Stockholders will also be able to obtain a copy of the definitive proxy statement, and supplement, without charge at the SEC's Internet site at http://www.sec.gov or by directing a request to: Global BPO Services Corp., 125 High Street, 30th Floor, High Street Tower, Boston, MA 02110, telephone (617) 517-3252.
Global BPO and its directors and its officers may be deemed participants in the solicitation of proxies from Global BPO's stockholders. A list of the names of those directors and the officers and descriptions of their interests in Global BPO is contained in the proxy statement.
Forward-looking Statements
This communication contains "forward-looking statements" which represent the current expectations and beliefs of management Global BPO concerning the proposed acquisition of Stream and other future events and their potential effects on Global BPO and Stream. The statements, analyses, and other information contained herein relating to the proposed acquisition, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "should," "may," and other similar expressions, are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future results and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. Those factors include, without limitation, the satisfaction of the conditions to closing specified in both the merger agreement and preferred stock purchase agreement. Readers are referred to the reports and documents filed from time to time by us and to be filed in the future by us with the Securities and Exchange Commission for a discussion of these and other important risk factors that could cause actual results to differ from those discussed in forward-looking statements to reflect subsequent events or circumstances.
GLOBAL BPO SERVICES CORP. PROVIDES FURTHER INFORMATION ON PLANNED TENDER OFFER
BOSTON, MA. - July 23, 2008 - Global BPO Services Corp. (AMEX:OOO) ("GBPO") today announced that it is providing clarifying information regarding its planned tender offer for up to 30 million shares of common stock. As previously announced, as soon as legally practicable following the closing of the Stream merger and the approval of the issuance of $150 million of Convertible Preferred Stock to an affiliate of Ares Management LLC ("Ares"), Global BPO will commence a tender offering for up to 30 million shares of its common stock at a price of $8.00 per share. Global BPO will commence the tender offer if stockholders approve both the Stream merger and the issuance of $150 million of Convertible Preferred Stock to Ares.
The closing of the Stream merger is conditioned on holders, as of the July 3, 2008 record date, of a majority of the outstanding shares of Global BPO common stock issued in its IPO voting in favor of the merger, as well as holders of less than 30% of such outstanding shares dissenting and electing conversion of their shares into a pro rata share of the funds held in the Global BPO trust account. As of July 31, 2008, the per share amount held in the trust account is expected to be approximately $7.89 per share (reduced from the amount per share as of June 30, 2008 as result of income tax payments). In the event that greater than 30% of the outstanding common shares held by the public dissent and elect conversion of their shares into a pro rata share of the funds held in the Global BPO trust account, the holders will have to wait until after October 17, 2009 for distribution of their pro rata share of the funds held in the Global BPO trust account.
Assuming stockholder approval of both the Stream merger and the issuance of the Convertible Preferred Stock to Ares, Global BPO will begin the tender offer as soon as practicable and legally permissible after the closing of the Stream merger. Global BPO expects to commence the tender offer no more than one week after the closing of the Stream merger. The tender will be open for stockholders to tender their shares, if they so desire, for a period of 20 business days. Global BPO does not intend to extend the tender offer period beyond 20 business days. The Company will make payments at $8 per share for tendered shares immediately after the closing of the tender offer. Global BPO expects that the tender offer will close and cash payments of $8 per share will be made under the tender offer in early September 2008. Global BPO believes that the tender offer provides maximum flexibility for its stockholders to elect either to hold their shares following the close of the tender offer or participate in the tender offer and provides the most expeditious path to liquidity for those holders who desire to receive cash for their common stock.
The Annual Meeting of Stockholders will be held on Tuesday, July 29, 2008 at 10:00 a.m. at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 399 Park Avenue, 31st Floor, New York, NY. Among the agenda items that stockholders will vote on is the proposed acquisition of Stream for $200 million in cash, the proposed issuance of $150 million of Convertible Preferred Stock to Ares, the creation of the stock plan and other matters. We encourage all of our stockholders to attend the meeting in person.
For more information contact:
Sheila M. Flaherty,
Executive Vice President
& General Counsel
617-517-3252
sheilaflaherty@globalbpo.biz
About Global BPO Services Corp.
Global BPO is a special purpose acquisition corporation (a "SPAC") formed in June of 2007 for the purpose of acquiring a business process outsourcing company. Global BPO consummated its initial public offering on October 23, 2007. Subject to completion of its pending acquisition of Stream, Global BPO as a SPAC has not yet commenced any material business activities.
About Ares Management LLC
Founded in 1997 by a group of experienced investment professionals, Ares manages investment capital in private equity, capital markets (principally leveraged loans, high-yield bonds, and distressed debt), and private debt (primarily through Ares Capital Corporation (Nasdaq: ARCC), a publicly-traded specialty finance company). Through these three complementary lines of business, Ares has the ability to provide capital to companies at any place in the capital structure and at any stage of development. Ares is an SEC registered investment advisor and has grown committed capital under management from approximately $3.8 billion of committed capital in 2003 to in excess of $25 billion as of mid-2008. As of June 2008, Ares (based in Los Angeles, California) has more than 240 employees with offices in Los Angeles, New York and London. For more information, visit the Ares website at www.aresmgmt.com.
Additional Information
Global BPO has filed with the U.S. Securities and Exchange Commission ("SEC") a definitive proxy statement, and a supplement thereto, in connection with the proposed acquisition of Stream and has mailed a definitive proxy statement and other relevant documents to Global stockholders. Stockholders of Global BPO and other interested persons are advised to read, Global BPO's definitive proxy statement, as supplemented, in connection with Global BPO's solicitation of proxies for the special meeting to be held to approve the acquisition because the proxy statement, as supplemented, contains important information about Global BPO, Stream and the proposed acquisition. The definitive proxy statement has been mailed to stockholders as of a record date on July 3, 2008. Stockholders will also be able to obtain a copy of the definitive proxy statement, and supplement, , without charge at the SEC's Internet site at http://www.sec.gov or by directing a request to: Global BPO Services Corp., 125 High Street, 30th Floor, High Street Tower, Boston, MA 02110, telephone (617) 517-3252.
Global BPO and its directors and its officers may be deemed participants in the solicitation of proxies from Global BPO's stockholders. A list of the names of those directors and the officers and descriptions of their interests in Global BPO is contained in the proxy statement. The tender offer described above has not yet commenced and will be made only pursuant to, a tender offer statement on Schedule TO and related exhibits, including the offer to purchase, letter of transmittal and other related documents, to be filed with the SEC following the closing of the acquisition of Stream and closing of the sale of convertible preferred stock to Ares. Shareholders should read the offer to purchase and the tender offer statement on Schedule TO and related exhibits when such documents are filed and become available, as they will contain important information about the tender offer. Shareholders can obtain these documents when they are filed and become available free of charge from the SEC's website at www.sec.gov, or from Global BPO at the address shown above.
Forward-looking Statements
This communication contains "forward-looking statements" which represent the current expectations and beliefs of management Global BPO concerning the proposed acquisition of Stream and other future events and their potential effects on Global BPO and Stream. The statements, analyses, and other information contained herein relating to the proposed acquisition, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "should," "may," and other similar expressions, are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future results and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. Those factors include, without limitation: (1) whether the shareholders of Global BPO approve the proposed acquisition and proposed sale of preferred stock; (2) the satisfaction of the other conditions to closing specified in both the merger agreement and preferred stock purchase agreement; (3) the ability of Global BPO to obtain all necessary stockholder approvals prior to the termination of the merger agreement and preferred stock purchase agreement (October 1, 2008); and (4) the closing of Global BPO's proposed bank credit facility. The ability of Global BPO and Stream to achieve forecasted results are subject to various risks and uncertainties, including: (1) the ability to successfully combine the businesses of Global BPO and Stream; (2) operating costs and business disruption following the acquisition, including adverse effects on relationships with employees; (3) changes in the stock market and interest rate environment that affect revenues; (4) the ability of Stream to retain its existing customers and attract new customers following the closing; (5) retention of key employees following closing; (6) general economic conditions such as inflation or recession; (7) general political and social conditions such as war, political unrest and terrorism; (8) ability to maintain or increase billing and utilization rates; (9) success of expansion internationally; (10) competition; (11) ability to move the product mix into higher margin businesses; (12) operating Stream as a public company; (13) healthcare and benefit cost management; and (14) currency fluctuation and exchange rate adjustments. The foregoing is intended only to identify certain of the principal factors that could cause actual results to differ from those discussed in the forward-looking statements. Readers are referred to the reports and documents filed from time to time by us and to be filed in the future by us with the Securities and Exchange Commission for a discussion of these and other important risk factors that could cause actual results to differ from those discussed in forward-looking statements to reflect subsequent events or circumstances.
GLOBAL BPO SERVICES CORP. ANNOUNCES INCREASE IN POTENTIAL SIZE OF PLANNED TENDER OFFER
BOSTON, MA - July 18, 2008 - Global BPO Services Corp. (AMEX:OOO) ("GBPO") today announced that it will increase the potential size of its planned self tender offer to include up to an additional 9,374,999 shares of its common stock, the maximum number of shares which stockholders of GBPO may convert into a pro rata share of the trust fund while still approving the acquisition of Stream Holdings Corporation (?Stream?). GBPO had previously announced that, assuming approval of the Stream acquisition and the issuance of convertible preferred stock, it would, as soon as practicable and legally permissible after the closing of the acquisition of Stream and sale of convertible preferred stock to an affiliate of Ares Management LLC (?Ares?), commence a tender offer to purchase up to 20,625,001 shares of its outstanding common stock at $8.00 per share. In connection with and assuming approval of the acquisition of Stream, GBPO stockholders who vote against the Stream acquisition have the right to elect to convert their shares into an amount in cash equal to the pro rata portion of the proceeds from GBPO's initial public offering (?IPO?) that are held in a trust account ($7.93 per share as of June 30, 2008). The acquisition will be considered not to have been approved if holders of 30% or more of the shares issued in the IPO make such election prior to the vote and, in such event, such shares will not have the right to be converted into cash.
To simplify the choice available to GBPO stockholders, GBPO is increasing the size of its planned tender offer from 20,625,001 shares to the sum of 20,625,001 shares plus the amount by which the number of shares as to which conversion has been elected is less than the maximum of 9,374,999 shares (29.9% of the outstanding shares) which could be converted while still approving the Stream acquisition and the issuance of the convertible preferred stock to Ares to provide financing for the tender offer. Accordingly, if conversion rights are elected as to 9,374,999 shares, the tender offer would be for the original 20,625,001 shares; and if conversion rights are elected as to no shares, the tender offer would be for 30,000,000 shares.
By increasing the potential size of the tender offer, GBPO is enhancing the liquidity opportunity for its stockholders and eliminating the need for stockholders desiring liquidity to make a choice between tendering shares and electing conversion rights that might lead to the total number of converted shares exceeding the 29.9% maximum that can be converted assuming approval of the Stream acquisition.
Under the terms of the original agreement between GBPO and Ares, GBPO had agreed to issue and sell to Ares, for $150,000,000, 150,000 shares of convertible preferred stock having an initial conversion price of $8.00 per share, subject to downward adjustment based on the number of shares as to which conversion rights are elected. The conversion price would have been adjusted to $6.00 if holders of 9,374,999 shares of GBPO common stock elected conversion rights in connection with approval of the Stream acquisition. In view of the increase in the size of the tender offer and the likelihood that shares as to which conversion rights might otherwise have been elected will instead be tendered in the tender offer, GBPO and Ares have agreed to set the conversion price of the shares of convertible preferred stock to be sold to Ares at $6.00, and such conversion price will not be subject to any further adjustment based on the number of shares as to which conversion is elected. In addition, Ares shall have the right to elect a number of directors proportionate to its ownership interest in GBPO.
The Annual Meeting of Stockholders will be held on Tuesday, July 29, 2008 at 10:00 a.m. at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 399 Park Avenue, 31st Floor, New York, NY. Among the agenda items that stockholders will vote on is the proposed acquisition of Stream for $200 million in cash, the proposed issuance of $150 million of Convertible Preferred Stock to Ares, the creation of the stock plan and other matters. We encourage all of our stockholders to attend the meeting in person.
For more information contact:
Sheila M. Flaherty,
Executive Vice President
& General Counsel
617-517-3252
sheilaflaherty@globalbpo.biz
About Global BPO Services Corp.
Global BPO is a special purpose acquisition corporation (a ?SPAC?) formed in June of 2007 for the purpose of acquiring a business process outsourcing company. Global BPO consummated its initial public offering on October 23, 2007. Subject to completion of its pending acquisition of Stream, Global BPO as a SPAC has not yet commenced any material business activities.
About Ares Management LLC
Founded in 1997 by a group of experienced investment professionals, Ares manages investment capital in private equity, capital markets (principally leveraged loans, high-yield bonds, and distressed debt), and private debt (primarily through Ares Capital Corporation (Nasdaq: ARCC), a publicly-traded specialty finance company). Through these three complementary lines of business, Ares has the ability to provide capital to companies at any place in the capital structure and at any stage of development. Ares is an SEC registered investment advisor and has grown committed capital under management from approximately $3.8 billion of committed capital in 2003 to in excess of $25 billion as of mid-2008. As of June 2008, Ares (based in Los Angeles, California) has more than 240 employees with offices in Los Angeles, New York and London. For more information, visit the Ares website at www.aresmgmt.com.
Additional Information
Global BPO has filed with the U.S. Securities and Exchange Commission (?SEC?) a definitive proxy statement in connection with the proposed acquisition of Stream and has mailed a definitive proxy statement and other relevant documents to Global stockholders. Stockholders of Global BPO and other interested persons are advised to read, Global BPO?s definitive proxy statement in connection with Global BPO?s solicitation of proxies for the special meeting to be held to approve the acquisition because the proxy statement contains important information about Global BPO, Stream and the proposed acquisition. The definitive proxy statement is being mailed to stockholders as of a record date on July 3, 2008. Stockholders will also be able to obtain a copy of the definitive proxy statement, without charge at the SEC?s Internet site at http://www.sec.gov or by directing a request to: Global BPO Services Corp., 125 High Street, 30th Floor, High Street Tower, Boston, MA 02110, telephone (617) 517-3252.
Global BPO and its directors and its officers may be deemed participants in the solicitation of proxies from Global BPO?s stockholders. A list of the names of those directors and the officers and descriptions of their interests in Global BPO is contained in the proxy statement. The tender offer described above has not yet commenced and will be made only pursuant to, a tender offer statement on Schedule TO and related exhibits, including the offer to purchase, letter of transmittal and other related documents, to be filed with the SEC following the closing of the acquisition of Stream and closing of the sale of convertible preferred stock to Ares. Shareholders should read the offer to purchase and the tender offer statement on Schedule TO and related exhibits when such documents are filed and become available, as they will contain important information about the tender offer. Shareholders can obtain these documents when they are filed and become available free of charge from the SEC?s website at www.sec.gov, or from Global BPO at the address shown above.
Forward-looking Statements
This communication contains ?forward-looking statements? which represent the current expectations and beliefs of management Global BPO concerning the proposed acquisition of Stream and other future events and their potential effects on Global BPO and Stream. The statements, analyses, and other information contained herein relating to the proposed acquisition, as well as other statements including words such as ?anticipate,? ?believe,? ?plan,? ?estimate,? ?expect,? ?intend,? ?will,? ?should,? ?may,? and other similar expressions, are ?forward-looking statements? under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future results and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. Those factors include, without limitation: (1) whether the shareholders of Global BPO approve the proposed acquisition and proposed sale of preferred stock; (2) the satisfaction of the other conditions to closing specified in both the merger agreement and preferred stock purchase agreement; (3) the ability of Global BPO to obtain all necessary stockholder approvals prior to the termination of the merger agreement and preferred stock purchase agreement (October 1, 2008); and (4) the closing of Global BPO?s proposed bank credit facility. The ability of Global BPO and Stream to achieve forecasted results are subject to various risks and uncertainties, including: (1) the ability to successfully combine the businesses of Global BPO and Stream; (2) operating costs and business disruption following the acquisition, including adverse effects on relationships with employees; (3) changes in the stock market and interest rate environment that affect revenues; (4) the ability of Stream to retain its existing customers and attract new customers following the closing; (5) retention of key employees following closing; (6) general economic conditions such as inflation or recession; (7) general political and social conditions such as war, political unrest and terrorism; (8) ability to maintain or increase billing and utilization rates; (9) success of expansion internationally; (10) competition; (11) ability to move the product mix into higher margin businesses; (12) operating Stream as a public company; (13) healthcare and benefit cost management; and (14) currency fluctuation and exchange rate adjustments. The foregoing is intended only to identify certain of the principal factors that could cause actual results to differ from those discussed in the forward-looking statements. Readers are referred to the reports and documents filed from time to time by us and to be filed in the future by us with the Securities and Exchange Commission for a discussion of these and other important risk factors that could cause actual results to differ from those discussed in forward-looking statements to reflect subsequent events or circumstances.
GLOBAL BPO SERVICES CORP. ANNOUNCES DATE OF ANNUAL SHAREHOLDER MEETING ON JULY 29, 2008 TO VOTE ON PROPOSED ACQUISITION OF STREAM HOLDINGS CORPORATION AND THE ISSUE OF $150 MILLION OF CONVERTIBLE PREFERRED STOCK TO ARES MANAGEMENT
BOSTON, MA. - July 8, 2008 - Global BPO Services Corp. (AMEX:OOO.U) ("Global BPO") announced today that it is mailing to stockholders its definitive proxy statement related to its proposed acquisition of Stream Holdings Corp ("Stream") and its proposed issue of $150 million of Convertible Preferred Stock to an affiliate of Ares Management ("Ares"). The Annual Meeting of Stockholders will be held on Tuesday, July 29, 2008 at 10:00 a.m. at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 399 Park Avenue, 31st Floor, New York, NY. Among the agenda items that stockholders will vote on is the proposed acquisition of Stream for $200 million in cash, the proposed issuance of $150 million of Convertible Preferred Stock to Ares, the creation of the stock plan and other routine matters. We encourage all of our stockholders to attend the meeting in person.
The closing of the Stream merger is conditioned on holders of a majority of the outstanding shares of Global BPO common stock as of the record date, July 3, 2008, voting in favor of the merger as well as holders of less than 30% of such outstanding shares dissenting and electing conversion of their shares into a pro rata share of the funds held in the Global BPO trust account. As of June 30, 2008, the per share amount held in the trust account was $7.93 per share. The closing of the issuance of the $150 million of Convertible Preferred Stock to Ares is conditioned on the closing of the Stream merger.
As previously announced, following the closing of the Stream merger and the issue of the $150 million of Convertible Preferred Stock, Global BPO will commence a tender offering for 20,625,001 shares of its common stock at a price of $8.00 per share. The tender offer will remain open for a period of twenty business days following its commencement. Global BPO will commence the tender offer only if stockholders approve both the Stream merger and the issue of $150 million of Convertible Preferred Stock to Ares. In addition, after the close of the merger with Stream, Global BPO will change its name to Stream Global Services, Inc.
Scott Murray, Chairman and Chief Executive Officer of Global BPO said, "We are very excited about reaching this milestone event. We believe that Stream is an excellent business process outsourcing ("BPO") company and together we can continue to build upon the earnings momentum and growth that the management team of Stream has created so far. We are also very excited to have the opportunity to work with Ares to create a global, integrated BPO services company that provides a variety of high value, complex BPO services using integrated technology and a combination of off-shore and on-shore solution center locations." Murray went on to say, "Stream is one of the leading outsourcers of complex technical support services to Fortune 1000 companies. Stream has over 15,000 employees, located in thirty (30) solution centers, in sixteen (16) different countries across the world in places such as North America (Canada and the USA); Latin America in such places as Costa Rica and the Dominican Republic; in Europe in such places as Ireland, Holland, Poland, Bulgaria, Italy, France and Germany and in Asia and Africa in countries such as India and Tunisia. Stream currently has over 75% of its service capacity outside of the United States."
For more information contact:
Sheila M. Flaherty,
Executive Vice President
& General Counsel
617-517-3252
sheilaflaherty@globalbpo.biz
About Global BPO Services Corp.
Global BPO is a special purpose acquisition corporation (a "SPAC") formed in June of 2007 for the purpose of acquiring a business process outsourcing company. Global BPO consummated its initial public offering on October 23, 2007. Subject to completion of its pending acquisition of Stream, Global BPO as a SPAC has not yet commenced any material business activities.
About Ares Management LLC
Founded in 1997 by a group of experienced investment professionals, Ares manages investment capital in private equity, capital markets (principally leveraged loans, high-yield bonds, and distressed debt), and private debt (primarily through Ares Capital Corporation (Nasdaq: ARCC), a publicly-traded specialty finance company). Through these three complementary lines of business, Ares has the ability to provide capital to companies at any place in the capital structure and at any stage of development. Ares is an SEC registered investment advisor and has grown committed capital under management from approximately $3.8 billion of committed capital in 2003 to in excess of $25 billion as of mid-2008. As of June 2008, Ares (based in Los Angeles, California) has more than 240 employees with offices in Los Angeles, New York and London. For more information, visit the Ares website at www.aresmgmt.com.
Additional Information
Global BPO has filed with the U.S. Securities and Exchange Commission ("SEC") a definitive proxy statement in connection with the proposed acquisition of Stream and has mailed a definitive proxy statement and other relevant documents to Global stockholders. Stockholders of Global BPO and other interested persons are advised to read, Global BPO's definitive proxy statement in connection with Global BPO's solicitation of proxies for the special meeting to be held to approve the acquisition because the proxy statement contains important information about Global BPO, Stream and the proposed acquisition. The definitive proxy statement is being mailed to stockholders as of a record date on July 3, 2008. Stockholders will also be able to obtain a copy of the definitive proxy statement, without charge at the SEC's Internet site at http://www.sec.gov or by directing a request to: Global BPO Services Corp., 125 High Street, 30th Floor, High Street Tower, Boston, MA 02110, telephone (617) 517-3252.
Global BPO and its directors and its officers may be deemed participants in the solicitation of proxies from Global BPO's stockholders. A list of the names of those directors and the officers and descriptions of their interests in Global BPO is contained in the proxy statement. The tender offer described above has not yet commenced and will be made only pursuant to, a tender offer statement on Schedule TO and related exhibits, including the offer to purchase, letter of transmittal and other related documents, to be filed with the SEC following the closing of the acquisition of Stream and closing of the sale of convertible preferred stock to Ares. Shareholders should read the offer to purchase and the tender offer statement on Schedule TO and related exhibits when such documents are filed and become available, as they will contain important information about the tender offer. Shareholders can obtain these documents when they are filed and become available free of charge from the SEC's website at www.sec.gov, or from Global BPO at the address shown above.
Forward-looking Statements
This communication contains "forward-looking statements" which represent the current expectations and beliefs of management Global BPO concerning the proposed acquisition of Stream and other future events and their potential effects on Global BPO and Stream. The statements, analyses, and other information contained herein relating to the proposed acquisition, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "should," "may," and other similar expressions, are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future results and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. Those factors include, without limitation: (1) whether the shareholders of Global BPO approve the proposed acquisition and proposed sale of preferred stock; (2) the satisfaction of the other conditions to closing specified in both the merger agreement and preferred stock purchase agreement; (3) the ability of Global BPO to obtain all necessary stockholder approvals prior to the termination of the merger agreement and preferred stock purchase agreement (October 1, 2008); and (4) the closing of Global BPO's proposed bank credit facility. The ability of Global BPO and Stream to achieve forecasted results are subject to various risks and uncertainties, including: (1) the ability to successfully combine the businesses of Global BPO and Stream; (2) operating costs and business disruption following the acquisition, including adverse effects on relationships with employees; (3) changes in the stock market and interest rate environment that affect revenues; (4) the ability of Stream to retain its existing customers and attract new customers following the closing; (5) retention of key employees following closing; (6) general economic conditions such as inflation or recession; (7) general political and social conditions such as war, political unrest and terrorism; (8) ability to maintain or increase billing and utilization rates; (9) success of expansion internationally; (10) competition; (11) ability to move the product mix into higher margin businesses; (12) operating Stream as a public company; (13) healthcare and benefit cost management; and (14) currency fluctuation and exchange rate adjustments. The foregoing is intended only to identify certain of the principal factors that could cause actual results to differ from those discussed in the forward-looking statements. Readers are referred to the reports and documents filed from time to time by us and to be filed in the future by us with the Securities and Exchange Commission for a discussion of these and other important risk factors that could cause actual results to differ from those discussed in forward-looking statements to reflect subsequent events or circumstances.
GLOBAL BPO SERVICES CORP. ANNOUNCES RECORD DATE AND ANNUAL SHAREHOLDER MEETING DATE
BOSTON, MA. - June 26, 2008 - Global BPO Services Corp. (AMEX:OOO.U) ("Global BPO") announced today that it has set the close of business on July 3, 2008 as the record date for determining the stockholders entitled to receive notice of and vote at its upcoming Annual Meeting. The Annual Meeting of the Stockholders will be held on Tuesday July 29, 2008 at 8:00 a.m. at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts, 02109. At the meeting, stockholders will vote on, among other things, the proposed acquisition of Stream Holdings Corporation and the proposed equity investment by Ares Corporate Opportunities Fund II, LP.
For more information contact:
Sheila M. Flaherty,
Executive Vice President
& General Counsel
617-517-3252
sheilaflaherty@globalbpo.biz
About Global BPO Services Corp.
Global BPO has filed with the U.S. Securities and Exchange Commission (SEC) a preliminary proxy statement, as amended, in connection with the proposed acquisition of Stream and plans to mail a definitive proxy statement and other relevant documents to Global stockholders once the proxy statement is declared effective by the United States Securities & Exchange Commission. Stockholders of Global BPO and other interested persons are advised to read, when available, Global BPO's preliminary proxy statement, and amendments thereto, and definitive proxy statement in connection with Global BPO's solicitation of proxies for the special meeting to be held to approve the acquisition because these proxy statements will contain important information about Global BPO, Stream and the proposed acquisition. The definitive proxy statement will be mailed to stockholders as of a record date to be established for voting on the acquisition. Stockholders will also be able to obtain a copy of the preliminary and definitive proxy statements, without charge at the SEC's Internet site at http://www.sec.gov or by directing a request to: Global BPO Services Corp., 125 High Street, 30th Floor, High Street Tower, Boston, MA 02110, telephone (617) 517-3248. Global BPO is a special purpose acquisition corporation (a "SPAC") formed in June of 2007 for the purpose of acquiring a business process outsourcing company. Global BPO consummated its initial public offering on October 23, 2007. Subject to completion of its pending acquisition of Stream, Global BPO as a SPAC has not yet commenced any material business activities.
Additional Information
Global BPO and its directors and its officers may be deemed participants in the solicitation of proxies from Global BPO's stockholders. A list of the names of those directors and the officers and descriptions of their interests in Global BPO is contained in Global BPO's prospectus dated October 18, 2007, which is filed with the SEC, and will also be contained in Global BPO's proxy statement when it becomes available. Global BPO's stockholders may obtain additional information about the interests of its directors and officers in the acquisition by reading Global BPO's proxy statement.
Upon commencement of the tender offer, Global BPO will file with the SEC a tender offer statement on Schedule TO and related exhibits, including the offer to purchase, letter of transmittal and other related documents. Shareholders should read the offer to purchase and the tender offer statement on Schedule TO and related exhibits when such documents are filed and become available, as they will contain important information about the tender offer. Shareholders can obtain these documents when they are filed and become available free of charge from the SEC's website at www.sec.gov, or from Global BPO at the address shown above.
Forward-looking Statements
This communication contains "forward-looking statements" which represent the current expectations and beliefs of management Global BPO concerning the proposed acquisition of Stream and other future events and their potential effects on Global BPO and Stream. The statements, analyses, and other information contained herein relating to the proposed acquisition, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "should," "may," and other similar expressions, are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future results and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. Those factors include, without limitation: (1) whether the shareholders of Global BPO approve the proposed acquisition and proposed sale of preferred stock; (2) the satisfaction of the other conditions to closing specified in both the merger agreement and preferred stock purchase agreement; (3) the ability of Global BPO to obtain all necessary stockholder approvals prior to the termination of the merger agreement and preferred stock purchase agreement (October 1, 2008); and (4) the closing of Global BPO's proposed bank credit facility. The ability of Global BPO and Stream to achieve forecasted results are subject to various risks and uncertainties, including: (1) the ability to successfully combine the businesses of Global BPO and Stream; (2) operating costs and business disruption following the acquisition, including adverse effects on relationships with employees; (3) changes in the stock market and interest rate environment that affect revenues; (4) the ability of Stream to retain its existing customers and attract new customers following the closing; (5) retention of key employees following closing; (6) general economic conditions such as inflation or recession; (7) general political and social conditions such as war, political unrest and terrorism; (8) ability to maintain or increase billing and utilization rates; (9) success of expansion internationally; (10) competition; (11) ability to move the product mix into higher margin businesses; (12) operating Stream as a public company; (13) healthcare and benefit cost management; and (14) currency fluctuation and exchange rate adjustments. The foregoing is intended only to identify certain of the principal factors that could cause actual results to differ from those discussed in the forward-looking statements. Readers are referred to the reports and documents filed from time to time by us and to be filed in the future by us with the Securities and Exchange Commission for a discussion of these and other important risk factors that could cause actual results to differ from those discussed in forward-looking statements to reflect subsequent events or circumstances.
GLOBAL BPO SERVICES ANNOUNCES
ARES CORPORATE OPPORTUNITIES FUND II, LP ENTERS INTO AGREEMENT TO INVEST $150 MILLION IN CONVERTIBLE PREFERRED STOCK OF GLOBAL BPO UPON CLOSING OF ACQUISITION OF STREAM HOLDINGS
GLOBAL BPO AGREES TO TENDER FOR UP TO 20.625 MILLION COMMON SHARES AT $8.00 PER SHARE FOLLOWING CLOSE OF STREAM ACQUISITION
STREAM AND GLOBAL BPO AGREE TO REVISE THE PURCHASE PRICE FOR THE ACQUISITION OF STREAM TO $200 MILLION
BOSTON, MA. - June 2, 2008 - Global BPO Services Corp. (AMEX:OOO.U) announced today several matters in connection with its proposed acquisition of Stream Holdings Corporation ("Stream"), a leading provider of global customer relationship management ("CRM") and other business process outsourcing ("BPO") services to Fortune 1000 companies.
Global BPO Services Corp. (the "Company" or "Global BPO") entered into an agreement to sell 150,000 shares of preferred stock for $150 million to an investment fund managed by an affiliate of and within the private equity group of Ares Management LLC (collectively, "Ares"). The shares of preferred stock will be convertible into common stock of Global BPO at $8.00 per share (subject to adjustment); bear an annual dividend rate of 3% calculated semi-annually (payable in additional stated value or cash at the company's option); be convertible at the Company's option after two years; if the common shares of the Company trade at a price which exceeds $12.00 per share for at least 20 trading days within a period of 30 consecutive trading days; be redeemable at the holder's option after seven years; and will have the same voting rights as the company's common shares. In addition, in a separate transaction, the founders of Global BPO have agreed to sell 7,500,000 warrants that were purchased by them in a private placement upon the company's initial public offering to Ares for $.001 per warrant, or $7,500 in total. Upon closing of the transaction, Ares will have the right to appoint up to three members to the Board of Directors of Global BPO. The closing of the convertible preferred share transaction is subject to applicable regulatory approvals, Global BPO stockholder approval and the closing of the proposed Stream acquisition, as well as other customary closing conditions. In the event that the total number of shares of Global BPO common stock elected by stockholders to be converted into a pro rata portion of the cash held in the trust account is greater than zero but less than or equal to 9,374,999 shares of common stock, Ares will receive a pro rata increase in the number of common shares into which the convertible preferred shares are convertible up to a maximum of 6,250,000 additional shares of common stock.
Global BPO will use the proceeds from the issuance of the convertible preferred shares and its other available cash resources (including availability under its proposed revolving credit facility and term debt of approximately $108,000,000) to tender for the purchase of up to 20,625,001 shares of its outstanding common stock at $8.00 per share. Global BPO will commence the tender offer shortly after the closing of the Stream and convertible preferred stock transactions, and the offer will remain open for 20 business days. The tender offer will be available to all holders of outstanding shares of common stock; the founding shareholders of Global BPO and Ares have agreed not to participate in the tender offer.
Stream remained a leader in providing global customer relationship management and other business process outsourcing services to Fortune 1000 companies as it continued its growth in the BPO market with its expansion into several new international sites in fiscal year 2007. In conjunction with the Ares convertible preferred share transaction, Global BPO and Stream have revised their merger agreement to reflect a reduction in the purchase price from $225,800,000 to $200,000,000, which will be paid by a combination of cash and the assumption or replacement of outstanding indebtedness of Stream. The purchase price is subject to increase based on the timing of the closing. No shares of Global BPO stock will be issued in the merger transaction with Stream.
Scott Murray, Chairman and Chief Executive of Global BPO, said; "We are excited to partner with Ares to complete our proposed acquisition of Stream. Ares is a terrific strategic investor for us in this transaction. They have a deep understanding of both the services industry and capital markets." Murray went on to say, "The combination of the tender offer and the reduction in the Stream purchase price provides both an attractive value proposition and liquidity option for our stockholders. We believe that for those wishing to tender, our proposal offers a cash value in excess of the liquidation value of the trust fund, and for those wishing to hold their shares, Global BPO represents an excellent opportunity for those stockholders to partner with a proven executive team, build on the strong momentum in the Stream business and to invest along side a world class professional investment firm."
David Kaplan, Senior Partner of Ares, said; "We are excited to have the opportunity to partner with Scott and his team to build on the growth and earnings potential that has already been created at Stream. We believe that Scott's vision to create an integrated BPO company will offer international corporations the opportunity to select a world-class provider of BPO Services across many unique corporate functions using common technology architecture. Ares knows Stream and Scott Murray well, as our firm was an investor in its mezzanine debt securities when the company was led by Scott."
Stream provides CRM and other BPO services to leading technology, communications and consumer electronics companies. Stream has approximately 15,000 employees with 30 service locations in 16 countries, including the United States, Canada, Europe, North Africa, India and Latin America. Stream reported revenues of $484 million in the year ended December 31, 2007, as compared to revenues of $405 million for the year ended December 31, 2006.
The closing of the Stream acquisition is subject to customary closing conditions, including the approval of the holders of a majority of outstanding shares of common stock of Global BPO issued in its initial public offering in October 2007 (the "IPO"). The closing is also subject to holders of less than 30% of Global BPO's shares of common stock issued in the IPO electing to exercise their conversion rights. Assuming these conditions are met, Global BPO anticipates completing the acquisition in the third quarter of 2008.
The company will host a conference call for investors and analysts today, June 2, 2008, at 5:00 pm EDT. The conference call details are as follows:
United States: (800) 230-1092
International: (612) 234-9960
For more information contact:
Scott Murray, CEO
617-517-3250
scottmurray@globalbpo.biz
About Global BPO Services Corp.
Global BPO has filed with the U.S. Securities and Exchange Commission (SEC) a preliminary proxy statement, as amended, in connection with the proposed acquisition of Stream and plans to mail a definitive proxy statement and other relevant documents to Global stockholders once the proxy statement is declared effective by the United States Securities & Exchange Commission. Stockholders of Global BPO and other interested persons are advised to read, when available, Global BPO's preliminary proxy statement, and amendments thereto, and definitive proxy statement in connection with Global BPO's solicitation of proxies for the special meeting to be held to approve the acquisition because these proxy statements will contain important information about Global BPO, Stream and the proposed acquisition. The definitive proxy statement will be mailed to stockholders as of a record date to be established for voting on the acquisition. Stockholders will also be able to obtain a copy of the preliminary and definitive proxy statements, without charge at the SEC's Internet site at http://www.sec.gov or by directing a request to: Global BPO Services Corp., 125 High Street, 30th Floor, High Street Tower, Boston, MA 02110, telephone (617) 517-3248.
Global BPO is a special purpose acquisition corporation (a "SPAC") formed in June of 2007 for the purpose of acquiring a business process outsourcing company. Global BPO consummated its initial public offering on October 23, 2007. Subject to completion of its pending acquisition of Stream, Global BPO as a SPAC has not yet commenced any material business activities.
About Ares Management LLC
Founded in 1997 by a group of highly experienced investment professionals, Ares manages investment capital in private equity, capital markets (principally leveraged loans, high-yield bonds, and distressed debt), and private debt (primarily through Ares Capital Corporation [NASDAQ: ARCC], a publicly-traded specialty finance company). Through these three complementary lines of business, Ares has the ability to provide capital to companies at any place in the capital structure and at any stage of development. Ares is an SEC registered investment advisor and has grown committed capital under management from approximately $3.8 billion of committed capital in 2003 to in excess of $25 billion as of mid-2008. As of June 2008, Ares (based on Los Angeles, California) has more than 240 employees with offices in Los Angeles, New York and London. For more information, visit the Ares website at www.aresmgmt.com.
Additional Information
Global BPO and its directors and its officers may be deemed participants in the solicitation of proxies from Global BPO's stockholders. A list of the names of those directors and the officers and descriptions of their interests in Global BPO is contained in Global BPO's prospectus dated October 18, 2007, which is filed with the SEC, and will also be contained in Global BPO's proxy statement when it becomes available. Global BPO's stockholders may obtain additional information about the interests of its directors and officers in the acquisition by reading Global BPO's proxy statement.
Upon commencement of the tender offer, Global BPO will file with the SEC a tender offer statement on Schedule TO and related exhibits, including the offer to purchase, letter of transmittal and other related documents. Shareholders should read the offer to purchase and the tender offer statement on Schedule TO and related exhibits when such documents are filed and become available, as they will contain important information about the tender offer.
Shareholders can obtain these documents when they are filed and become available free of charge from the SEC's website at www.sec.gov, or from Global BPO at the address shown above.
Forward-looking Statements
This communication contains "forward-looking statements" which represent the current expectations and beliefs of management Global BPO concerning the proposed acquisition of Stream and other future events and their potential effects on Global BPO and Stream. The statements, analyses, and other information contained herein relating to the proposed acquisition, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "should," "may," and other similar expressions, are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future results and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. Those factors include, without limitation: (1) whether the shareholders of Global BPO approve the proposed acquisition and proposed sale of preferred stock; (2) the satisfaction of the other conditions to closing specified in both the merger agreement and preferred stock purchase agreement; (3) the ability of Global BPO to obtain all necessary stockholder approvals prior to the termination of the merger agreement and preferred stock purchase agreement (October 1, 2008); and (4) the closing of Global BPO's proposed bank credit facility. The ability of Global BPO and Stream to achieve forecasted results are subject to various risks and uncertainties, including: (1) the ability to successfully combine the businesses of Global BPO and Stream; (2) operating costs and business disruption following the acquisition, including adverse effects on relationships with employees; (3) changes in the stock market and interest rate environment that affect revenues; (4) the ability of Stream to retain its existing customers and attract new customers following the closing; (5) retention of key employees following closing; (6) general economic conditions such as inflation or recession; (7) general political and social conditions such as war, political unrest and terrorism; (8) ability to maintain or increase billing and utilization rates; (9) success of expansion internationally; (10) competition; (11) ability to move the product mix into higher margin businesses; (12) operating Stream as a public company; (13) healthcare and benefit cost management; and (14) currency fluctuation and exchange rate adjustments. The foregoing is intended only to identify certain of the principal factors that could cause actual results to differ from those discussed in the forward-looking statements. Readers are referred to the reports and documents filed from time to time by us and to be filed in the future by us with the Securities and Exchange Commission for a discussion of these and other important risk factors that could cause actual results to differ from those discussed in forward-looking statements to reflect subsequent events or circumstances.
GLOBAL BPO SERVICES CORP. TO PRESENT AT THE ROBERT W. BAIRD BUSINESS SOLUTIONS CONFERENCE
BOSTON, MA. - February 21, 2008 - Global BPO Services Corp. (AMEX:OOO.U) announced today that it will be one of the presenting companies at the annual Robert W. Baird Business Solutions Conference for investors to be held in Boston, MA on February 27, 2008.
Global BPO Services Corp. announced on January 27, 2008 that it had entered into a definitive acquisition agreement to acquire 100% of the outstanding equity in Stream Holdings Corporation ("Stream"), a leading provider of global customer relationship management and other business process outsourcing services to Fortune 1000 companies. The transaction values Stream at approximately $225.8 million.
For more information contact:
Charles Kane, Chief Financial Officer
617-517-3251
chuckkane@globalbpo.biz
About Global BPO Services Corp.
GBPO is a special purpose acquisition corporation formed in June of 2007 for the purpose of acquiring a business process outsourcing firm. GBPO consummated its initial public offering on October 23, 2007.
GLOBAL BPO SERVICES CORP. ENTERS INTO COMMITMENT FOR $108,695,428 CREDIT FACILITY IN CONNECTION WITH ITS PROPOSED ACQUISITION OF STREAM
BOSTON, MA. - February 14, 2008 - Global BPO Services Corp. (AMEX:OOO.U) ("Global BPO") announced today that it has entered into an agreement with PNC Bank, National Association ("PNC Bank"), as lead lender and administrative and collateral agent, regarding proposed senior secured credit facilities up to an aggregate of $108,695,428 (the "Financing") for the continued financing of Stream Holdings Corporation ("Stream"), a leading provider of global customer relationship management and other business process outsourcing services to Fortune 1000 companies, following Global BPO's proposed acquisition of Stream.
PNC Bank has committed to provide, subject to satisfaction of various terms and conditions referred to in its agreement with Global BPO, $30,000,000 of the Financing, and to syndicate the remaining $78,695,428 of the Financing on a best efforts basis with PNC Capital Markets LLC acting as lead arranger and sole bookrunner. The Financing will consist of a five (5) year senior secured revolving credit facility up to $100,000,000 (the "Revolver") under which borrowing availability will be based on, among other things, Stream's eligible accounts receivable. The Revolver will have a sub-limit for the issuance of letters of credit to support various leased facilities of Stream. The Financing will also consist of a senior secured domestic term loan up to $5,809,788, and a senior secured foreign term loan up to $2,885,640.
Global BPO expects that approximately $77,000,000 of existing debt of Stream outstanding at January 31, 2008 will be assumed as part of the new Financing.
Global BPO expects to use approximately $23,000,000 of its funds available from its trust account to repay certain other indebtedness of Stream following approval of the proposed Stream acquisition by its stockholders. After the closing of the Stream acquisition and before any potential dissenter cash payments, Global BPO expects that it will have cash of approximately $120,000,000 (based on Stream's January 31, 2008 balance sheet), depending on the amount of indebtedness drawn under the Financing and an estimated acquisition closing date of June 30, 2008.
Scott Murray, Chairman and Chief Executive of Global BPO, said; "We are very pleased to have the opportunity to continue Stream's banking relationship with PNC Bank following the closing of our proposed acquisition of Stream. The continuation of Stream's relationship with PNC Bank will create a strong foundation for Global BPO to develop future financings and build a truly global BPO services business for its shareholders."
The closing of the PNC Bank Financing is subject to the satisfaction of various terms and conditions, including, without limitation, the closing of the acquisition of Stream by Global BPO, syndication by PNC Capital Markets LLC of $78,695,428 of the Financing on a best efforts basis, PNC Bank's satisfactory review of the opening pro forma balance sheet reflecting the capitalization of Stream post acquisition by Global BPO, evidence by Stream of certain minimum undrawn availability at closing, and satisfaction of other conditions customary for this type of lending arrangement.
The closing of the Stream acquisition is subject to customary closing conditions, including termination of the waiting period under Hart-Scott-Rodino and the approval of the holders of the majority of outstanding shares of common stock of Global BPO issued in the IPO. It is also subject to holders of less than 30% of Global BPO's shares of common stock issued in the IPO electing to exercise their conversion rights.
For more information contact:
Charles Kane, Chief Financial Officer
617-517-3251
chuckkane@globalbpo.biz
About Global BPO Services Corp.
GBPO is a special purpose acquisition corporation formed in June of 2007 for the purpose of acquiring a business process outsourcing firm. GBPO consummated its initial public offering on October 23, 2007.
Additional Information and Where To Find It
On February 12, 2008, Global BPO Services Corp. ("Global BPO") filed with the U.S. Securities and Exchange Commission (the "SEC") a preliminary proxy statement in connection with its proposed merger with Stream Holdings Corporation ("Stream") and intends to mail a definitive proxy statement and other relevant documents to Global BPO stockholders. Stockholders of Global BPO and other interested persons are advised to read Global BPO's preliminary proxy statement, amendments thereto as they become available, and the definitive proxy statement when it becomes available, and any other relevant documents filed by Global BPO with the SEC in connection with Global BPO's solicitation of proxies for the annual meeting of stockholders to be held to approve the proposed merger because these documents contain or will contain important information about Stream, Global BPO and the proposed merger. The definitive proxy statement will be mailed to stockholders as of a record date to be established for voting on the proposed merger. Stockholders may obtain a copy of the preliminary proxy statement and definitive proxy statement, when available, without charge, at the SEC's internet site at http://www.sec.gov or by directing a request to: Global BPO Services Corp., 125 High Street, 30th Floor, Boston, MA 02110, telephone (617) 517-3252.
Global BPO and its directors and officers may be deemed participants in the solicitation of proxies from Global BPO's stockholders. A list of the names of those directors and officers and descriptions of their interests in Global BPO is contained in Global BPO's prospectus dated October 17, 2007, which is filed with the SEC, and is also contained in Global BPO's preliminary proxy statement. Global BPO's stockholders may obtain additional information about the interests of its directors and officers in the proposed merger by reading Global BPO's preliminary proxy statement and the definitive proxy statement when it becomes available.
GLOBAL BPO SERVICES CORP. ENTERS INTO AGREEMENT TO ACQUIRE STREAM HOLDINGS CORPORATION
BOSTON, MA-January 28, 2008-Global BPO Services Corp. (AMEX:OOO.U) announced today that it has entered into a definitive acquisition agreement to acquire 100% of the outstanding equity in Stream Holdings Corporation ("Stream"), a leader in providing global customer relationship management ("CRM") and other business process outsourcing ("BPO") services to Fortune 100 companies. The transaction values Stream at approximately $225.8 million. The merger has been unanimously approved by Global BPO Services Corp.'s Board of Directors and also has been approved by the Board of Directors and stockholders of Stream.
Global BPO Services Corp. ("GBPO") was created in 2007 as a special purpose acquisition corporation with the objective to acquire a business process outsourcing company. In October 2007, GBPO raised $250 million in an initial public offering. Deutsche Bank Securities Inc. was the sole-book runner and Robert W. Baird & Co. was the co-manager on the IPO.
GBPO conducted a diligent search of the market and examined many potential candidates in the BPO services industry since completing its initial offering. This search targeted primarily CRM, transaction processing, information services, document management and human resource outsourcing companies.
Stream provides CRM and other BPO services to leading technology, communications and consumer electronics companies. Stream has over 16,000 employees with 32 service locations in 16 countries, including the United States, Canada, Europe, North Africa, India and Latin America. GBPO expects Stream to have preliminary unaudited revenues of $483.8 million in the year ended December 31, 2007, as compared to $405.5 million in fiscal 2006. GBPO expects Stream to have adjusted EBITDA of approximately $23.3 million (preliminary and unaudited) for the fiscal year ended December 31, 2007 (see schedule below), as compared to adjusted EBITDA of $17.4 million for fiscal 2006 (see schedule below).
For 2008, GBPO projects that Stream should have revenues of between $525 and $540 million and adjusted EBITDA of between $33 million and $35 million. Subject to the timing of the closing of the transaction, GBPO believes that there are opportunities to enhance the operating earnings potential of Stream over its existing business plan by at least $15 million in 2009 through a combination of the following: introducing new complementary services, establishing additional offshore service locations, operating productivity improvements and enhancing the technology environment. After the effect of these projected earnings enhancements, based on Stream's current business plans, GBPO believes that Stream should be able to generate approximately $620 million to $650 million in revenues and an estimated $60 million to $65 million in adjusted EBITDA (as defined above) for the year ending December 31, 2009.
GBPO has agreed to pay $225.8 million, subject to certain adjustments for working capital, for 100% ownership of Stream. The purchase price will be paid by a combination of the assumption or replacement of existing debt and capital leases totaling approximately $72.0 million, cash payments of approximately $139.3 million and the issuance of approximately 1.8 million units, each consisting of a share of GBPO common stock and a warrant to purchase a share of GBPO common stock at a strike price of $6 per share, valued at $14.5 million in the transaction. The purchase price is subject to increase based on the timing of the closing. On closing of the acquisition, $7.5 million of deferred underwriting fees from the IPO due to Deutsche Bank Securities Inc. and Robert W. Baird & Company will also be paid. GBPO expects to have approximately $100 million of cash on hand after the closing.
Upon consummation of the acquisition, Mr. Rick Rosen, a Managing Director of H.I.G. Capital, LLC, will join the Board of Directors of GBPO. The shares of GBPO issued in the transaction to the shareholders of Stream will be subject to a lock up period for nine months after the closing of the acquisition.
Scott Murray, who will continue to be Chairman and Chief Executive of GBPO after the closing, said; "Stream is one of the premier private CRM companies of scale in the market. We were attracted to Stream because of its well-known brand, its reputation for service excellence with its clients, its global service footprint, its strong process driven culture and its ability to serve as a platform for future BPO acquisitions. We believe that there are opportunities to improve the revenue growth, operating performance and enhance the technology environment of Stream under our executive management. Stream will be our platform company from which to build a large global BPO services company that offers many cross functional services to global clients in multiple jurisdictions located both on-shore and off-shore. We intend to invest in the front end technology to create a world class customer focused platform of scale. We also intend to expand Stream's existing service locations into emerging areas that might include China, the Philippines and South America. I am very excited to have Rick Rosen, a Managing Director from H.I.G. Capital, join our Board of Directors. Mr. Rosen has been responsible for overseeing H.I.G. Capital's investment in Stream and has an outstanding track record of helping build industry-leading business services companies."
Murray went on to say, "The Stream management team, led by CEO and President Toni Portmann, who is going to continue with the company post closing, has done a great job of building the Stream franchise, driving customer satisfaction, expanding its footprint and growing its revenue base over the past four years. We look forward to working closely with the Stream team to build a fully diversified and integrated service offering for its clients."
Prior to becoming Chairman and CEO of GBPO, Murray was CEO of 3Com Corporation, CEO of Modus Media, President of Stream and Chief Financial Officer of The Learning Company.
The closing of the transaction is subject to customary closing conditions, including termination of the waiting period under Hart-Scott-Rodino and the approval of the holders of the majority of outstanding shares of common stock of GBPO issued in the IPO. It is also subject to holders of less than 30% of GBPO's shares of common stock issued in the IPO electing to exercise their conversion rights. Assuming these conditions are met, GBPO anticipates completing the transaction in mid-2008. Bear, Stearns & Co. Inc. provided financial advisory services, including a fairness opinion, and WilmerHale provided legal services to GBPO in connection with the transaction.
The company will host a conference call for investors and analysts today, January 28, 2008, at
10:00 AM EDT. The conference call details are as follows:
United States: (800) 553-0326
International: (612) 332-0342
For more information contact:
Charles Kane, Chief Financial Officer
617-517-3251
chuckkane@globalbpo.biz
About Global BPO Services Corp.
GBPO is a special purpose acquisition corporation formed in June of 2007 for the purpose of acquiring a business process outsourcing firm. GBPO consummated its initial public offering on October 23, 2007.
GBPO intends to file with the U.S. Securities and Exchange Commission (SEC) a preliminary proxy statement in connection with the proposed acquisition and to mail a definitive proxy statement and other relevant documents to Global stockholders. Stockholders of GBPO and other interested persons are advised to read, when available, GBPO's preliminary proxy statement, and amendments thereto, and definitive proxy statement in connection with GBPO's solicitation of proxies for the special meeting to be held to approve the acquisition because these proxy statements will contain important information about GBPO, Stream and the proposed acquisition. The definitive proxy statement will be mailed to stockholders as of a record date to be established for voting on the acquisition. Stockholders will also be able to obtain a copy of the preliminary and definitive proxy statements, without charge, once available, at the SEC's Internet site at http://www.sec.gov or by directing a request to: Global BPO Services Corp., 125 High Street, 30th Floor, High Street Tower, Boston, MA 02110, telephone (617) 517-3248.
GBPO and its directors and its officers may be deemed participants in the solicitation of proxies from GBPO's stockholders. A list of the names of those directors and the officers and descriptions of their interests in GBPO is contained in GBPO's prospectus dated October 18, 2007, which is filed with the SEC, and will also be contained in GBPO's proxy statement when it becomes available. GBPO's stockholders may obtain additional information about the interests of its directors and officers in the acquisition by reading GBPO's proxy statement when it becomes available.
Forward-looking Statements
This communication contains "forward-looking statements" which represent the current expectations and beliefs of management of GBPO concerning the proposed acquisition of Stream and other future events and their potential effects on GBPO and Stream. The statements, analyses, and other information contained herein relating to the proposed acquisition, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "should," "may," and other similar expressions, are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future results and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. Those factors include, without limitation: (1) whether the shareholders of GBPO approve the proposed acquisition; (2) the satisfaction of the other conditions to closing specified in the purchase agreement, including without limitation, the receipt of the required governmental approval of the proposed acquisition; (3) the ability to successfully combine the businesses of GBPO and Stream; (4) operating costs and business disruption following the acquisition, including adverse effects on relationships with employees; (5) changes in the stock market and interest rate environment that affect revenues and costs; (6) diversion of management time on acquisition related issues; (7) the ability of Stream to retain its existing customers and attract new customers following the closing; (8) retention of key employees upon announcement of the proposed acquisition and following closing; (9) general economic conditions such as inflation or recession; and (10) general political and social conditions such as war, political unrest and terrorism. The risks also relate to inherent business, economic and competitive uncertainties and contingencies relating to the business of Stream including: (1) failure to secure new business or loss of important clients; (2) ability to maintain or increase billing and utilization rates; (3) success of expansion internationally; (4) competition; (5) ability to move the product mix into higher margin businesses; (6) operating Stream as a public company; (7) salary cost management; and (8) currency fluctuation and exchange rate adjustments. This list is intended to identify only certain of the principal factors that could cause actual results to differ from those discussed in the forward-looking statements. Readers are referred to the reports and documents filed from time to time by us and to be filed in the future by us with the Securities and Exchange Commission for a discussion of these and other important risk factors that could cause actual results to differ from those discussed in forward-looking statements. GBPO undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances.
Reconciliation of Stream Holdings Corporation Non-GAAP information
For the Years Ended
(in thousands of dollars)
(unaudited)
| Years Ended December 31, | |||
| 2005 | 2006 | 2007 | |
| (preliminary) | |||
| Revenues | $310,905 | $405,547 | $483,777 |
| Less: Pass through revenues (1) | 7,150 | 14,129 | 12,930 |
| $303,755 | $391,418 | $470,847 | |
| NON-GAAP ADJUSTED EBITDA: | |||
| Net income (loss) | ($17,554) | ($5,349) | ($7,962) |
| Income taxes | 4,939 | 4,523 | 3,750 |
| Interest expense, net | 4,646 | 8,473 | 12,010 |
| Depreciation and amortization | 4,132 | 7,664 | 11,950 |
| EBITDA | (3,837) | 15,311 | 19,748 |
| Minority interest | (298) | (19) | 0 |
| Stock-based compensation | 125 | 223 | 517 |
| Site closure/relocation charges | 0 | 1,449 | 2,467 |
| Management fees to stockholder | 467 | 459 | 562 |
| ADJUSTED EBITDA | ($3,543) | $17,424 | $23,294 |
GLOBAL BPO SERVICES CORP. ANNOUNCES SEPARATE TRADING OF COMMON STOCK AND WARRANTS
November 26, 2007-Boston, MA-Global BPO Services Corp. (AMEX: OOO.U) (the "Company") announced today that, commencing on November 27, 2007, the holders of the Company?s units may separately trade the common stock and warrants included in such units. Those units not separated will continue to trade on the American Stock Exchange under the symbol "OOO.U". The common stock and warrants will be listed on the American Stock Exchange under the symbols "OOO" and "OOO.WS", respectively.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Global BPO Services Corp.
Global BPO Services Corp. is a newly organized blank check company organized for the purpose of effecting a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction or other similar business combination of one or more domestic or international operating businesses. It plans to target acquisitions in the business process outsourcing industry.
Company Contact:
Charles Kane, Jr.
Chief Financial Officer
Telephone (617) 517-3251
chuckkane@globalbpo.biz
GLOBAL BPO SERVICES CORP. COMPLETES INITIAL PUBLIC OFFERING
October 23, 2007-Boston, MA-Global BPO Services Corp. (AMEX: OOO.U) (the "Company") announced today that it has completed its initial public offering of 31,250,000 units. The units were sold at an offering price of $8.00 per unit. Each unit issued in the initial public offering consists of one share of the Company?s common stock, $0.001 par value per share (the "Common Stock"), and one warrant to purchase one share of Common Stock.
Initially, the units will be the only security trading. The Company will issue a press release announcing the date when separate trading of the Common Stock and warrants included in the units will begin. That date will be five business days following the earlier to occur of the expiration of the over-allotment option granted to the underwriters in connection with the initial public offering, or the exercise in full of that option.
Prior to the closing of the public offering, the Company consummated a private placement of 7,500,000 warrants at a price of $1.00 per warrant (the "Founder Warrants") for a total of $7,500,000, to certain founding stockholders of the Company. The Founder Warrants are substantially similar to the warrants underlying the units sold in the initial public offering.
The initial public offering and the private placement generated gross proceeds in an aggregate amount of $257,500,000 to the Company. Audited financial statements as of October 23, 2007, reflecting receipt of the proceeds received by the Company in connection with the consummation of the initial public offering and private placement of warrants will be issued by the Company and will be included as Exhibit 99.1 to a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission.
Deutsche Bank Securities Inc. acted as sole book runner of the initial public offering. Robert W. Baird & Co. acted as co-manager. A copy of the prospectus relating to this offering may be obtained from Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005.
A registration statement relating to these units and the underlying securities was declared effective by the Securities and Exchange Commission on October 17, 2007. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Global BPO Services Corp.
Global BPO Services Corp. is a newly organized blank check company organized for the purpose of effecting a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction or other similar business combination of one or more domestic or international operating businesses. It plans to target acquisitions in the business process outsourcing industry.
Company Contact:
Charles Kane, Jr.
Chief Administrative Officer and Chief Financial Officer
Telephone (617) 517-3251
chuckkane@globalbpo.biz
AMERICAN STOCK EXCHANGE LISTS UNITS OF GLOBAL BPO SERVICES CORP.
NEW YORK, Oct. 18 /PRNewswire/ -- The American Stock Exchange(R) (Amex(R)) today lists the units of Global BPO Services Corp. under the ticker symbol OOO.U. The offering size is 31.25M units at $8.00 per unit for gross proceeds of $250M (excluding the underwriters' over-allotment option). One unit equals one share of common stock and one warrant. Initially, the units will be the only security trading. The IPO's lead underwriter is Deutsche Bank Securities and Robert W. Baird & Co. as co-manager.
Global BPO Services Corp. is a newly organized company formed for the purpose of effecting a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction, joint venture or other similar business combination with one or more domestic or international operating business in the business process outsourcing industry.
"We are pleased to welcome Global BPO Services Corp. to the American Stock Exchange," said Neal Wolkoff, Chairman and CEO of the Amex. "We look forward to working with Global BPO in building increased awareness and visibility within the investment community."
R. Scott Murray, Chairman and CEO of Global BPO Services Corp., said, "We are very excited about being listed on the American Stock Exchange."
The specialist in Global BPO Services Corp. will be Kellogg Capital Group, LLC. For further information on OOO.U and other Amex-listed companies, please visit www.amex.com.
About American Stock Exchange
The American Stock Exchange(R) (Amex(R)) offers trading across a full range of equities, options and exchange traded funds (ETFs), including structured products and HOLDRS(SM). In addition to its role as a national equities market, the Amex is the pioneer of the ETF, responsible for bringing the first domestic product to market in 1993. Leading the industry in ETF listings, the Amex lists 359 ETFs to date. The Amex is also one of the largest options exchanges in the U.S., trading options on broad-based and sector indexes as well as domestic and foreign stocks. For more information, please visit www.amex.com.
Stream Global Services, Inc. | Copyright 2008
