Business Services Industry

Genesys Conferencing Announces Preliminary Agreement on Amendments to Bank Financing

Business Wire, April 14, 2003

Business Editors

MONTPELLIER, France--(BUSINESS WIRE)--April 14, 2003

Genesys Conferencing(NASDAQ:GNSY):

-- $125 million senior secured facility maturities extended

through 2008

-- Several holders of convertible bonds agree to extend bond

maturity through 2005

-- Company plans rights offering of EUR 6 to EUR 8 million of

common shares

-- Commitment of certain shareholders to subscribe for up to EUR

6 million in the rights offering

Genesys Conferencing (Euronext: 3955) (Nasdaq: GNSY), the world's leading conferencing specialist, today announced:

1) A preliminary agreement with its senior secured lenders regarding amendments to Genesys' $125 million credit facility that would extend the principal payment remaining due ($118 million) matures through 2008;

2) A preliminary agreement with several bondholders (which are also shareholders of Genesys), representing 42.6% of Genesys' outstanding 3% convertible bonds, to defer 50% of the principal payment maturity to 2005, subject to approval by a bondholders meeting and other conditions; and

3) Plans for Genesys to undertake a subscription rights offering of common shares to raise EUR 6 to EUR 8 million of which preliminary commitments have been received from certain shareholders (some of which are also bondholders) to purchase up to EUR 6 million in the rights offering, to the extent not fully subscribed by other shareholders. Proceeds would be used to repay the majority of the outstanding principal amount of the Company's 3% convertible bonds.

The arrangement is subject to several conditions and to final documentation.

Amended Credit Facility

The proposed amendments to the Company's credit facility would provide a significant reduction in principal payments through 2006 and would extend the final maturity from 2006 to 2008. The amended principal payment schedule would be as follows:



Year               Amended Credit Facility     Prior Maturity Schedule
----------------------------------------------------------------------
2003                 $ 1 million                   $17 million
2004                 $18 million                   $22 million
2005                 $22 million                   $24 million
2006                 $30 million                   $55 million
2007                 $23.5 million                      -
2008                 $23.5 million                      -

The interest rate under the credit facility will remain unchanged until 2007, at which time it will increase by 200 basis points. Interest payments will continue to be paid semi-annually on April 30 and October 31, as currently required under the credit facility. Certain covenants will be amended, including financial ratios and certain provisions to prepay the loan if free cash flow exceeds certain levels.

The credit facility was originally entered into in April 2001, to replace Genesys Conferencing's existing term loan ($35 million) and to refinance the outstanding debt ($75 million) of Vialog Corporation after it was acquired by Genesys.

Redemption of 3% Convertible Bonds

The Company has reached a preliminary agreement with several bondholders (which are also shareholders of Genesys), representing 42.6% of its outstanding 3% convertible bonds, under which 50% of the principal of the convertible bonds would be redeemed on September 1, 2004, and 50% would be redeemed on October 31, 2005, as compared to the existing maturity date of September 1, 2004. This preliminary agreement is subject to obtaining approval of the extension of maturity at a bondholders meeting.

Rights Offering with a Subscription Commitment

The Company also announced that it plans to undertake rights offering to raise EUR 6 to EUR 8 million, which would be used to repay the majority of the EUR 8.4 million outstanding principal amount of the Company's 3% convertible bonds. The rights offering will permit all existing Genesys shareholders to subscribe for newly issued shares. The rights offering will be contingent upon obtaining shareholder approval of the rights offering and a reduction in the par value of Genesys shares, as well as required regulatory approvals.

Universal Capital Partners (UCP) and Part'Com/In-com (some of which are also bondholders) owning together 15.4% of the shares of the Company (see Schedule 13 D filing of April 4, 2003) have committed to the Company to subscribe for up to EUR 6 million in shares, i.e. 75% of the rights offering, to the extent not fully subscribed by Genesys shareholders and provided that the rights permit them to subscribe for shares at a price not in excess of EUR 2.2 per share.

Web Conference

Chairman and Chief Executive Officer Francois Legros and Executive Vice President/Chief Financial Officer Michael E. Savage will host a conference call on Monday, April 14, 2003, at 4:00 p.m. Central European Time or 10:00 a.m. Eastern Time.

The conference call will be webcast live. The call may be accessed at www.genesys.com. A replay of the call will be available at www.genesys.com.

This press release is not an offer for sale of the securities in the united states, and the securities may not be sold in the united states absent registration or an exemption from registration under the u.s. securities act of 1933, as amended. any public offering of the securities in the united states will be made by means of a prospectus containing detailed information regarding Genesys (the "company") and the company's management, including financial statements. such prospectus will be made available through the company. the company intends to register a portion of the offering in the united states.

COPYRIGHT 2003 Business Wire
COPYRIGHT 2008 Gale, Cengage Learning
 

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