CTPartners Executive Search agrees to exclusive negotiations to be acquired by DHR International
The special committee of the company’s board of directors, which was formed to evaluate the Company’s strategic alternatives, has agreed to negotiate exclusively with DHR for a limited period of time in an effort to reach a definitive agreement. Pricing and other terms have not been disclosed, but the indicated preliminary price range set forth in the indication of interest submitted by DHR International is below the $7.00per share DHR previously proposed to pay in a February 5, 2015 letter to the CTP board of directors.
All terms of any definitive agreement, including price, will be subject to completion of confirmatory due diligence to the satisfaction of DHR and negotiation between the parties. There is no assurance that the parties will enter into a binding acquisition agreement consistent with the indication of interest, or on any other terms.
The company also disclosed in its Form 10-Q for the quarter ended March 31, 2015, filed today, that it has received a limited duration waiver from its lenders relating to CTP’s non-compliance with a covenant included in both its term credit facility and note purchase agreement requiring the revenue generated by departing search executives not exceed specified levels.
The lenders have agreed to forbear from enforcing their remedies in connection with this non-compliance until August 31, 2015 so long as certain milestones in connection with the proposed sale of the Company are met. In addition, the credit facility has been reduced from $20 million to $15.5 million and the interest rate increased by 25 basis points, resulting in a current rate of approximately 3.18% per annum.
Also, the notes purchaser is not expected to purchase a second tranche of $6.25 million principal amount of notes, which had been scheduled to occur after June 30, 2015.