NCO Group to Acquire RMA Assets for $118.8 million Under Section 363 and 365 of the Bankruptcy Code
July 7, 2005: HORSHAM, PA, and DULUTH, GA – NCO Group, Inc. (“NCO”) (Nasdaq: NCOG), a leading provider of business process outsourcing services, and Risk Management Alternatives, Inc. (“RMA”), a leading provider of debt collection and accounts receivable management services, announced today that they have entered into a definitive agreement whereby NCO will acquire substantially all of the operating assets of RMA including their purchase portfolio assets for $118.8 million in cash, subject to certain closing adjustments, and the assumption of certain liabilities. Kaulkin Ginsberg advised RMA throughout this transaction.
In conjunction with the agreement, RMA and several of its domestic affiliates have filed for protection under Chapter 11 of the Bankruptcy Code with the U.S. Bankruptcy Court for the Northern District of Ohio Eastern Division. The parties plan to consummate the transaction under Sections 363 and 365 of the bankruptcy code. The deal is subject to certain conditions including approval by the Bankruptcy Court, higher and better offers, customary closing conditions, and any required governmental approvals. The transaction is expected to close by the end of the third quarter and, in the interim, RMA has arranged for additional financing of its operations through the closing of the transaction.
Commenting on the acquisition, Michael J. Barrist, Chairman and Chief Executive Officer of NCO, stated, “The combination of NCO and RMA represents a meaningful step forward for NCO. We expect that the addition of RMA’s service platform to our Accounts Receivable Management business gives us the ability to better leverage the investments we made in technology and infrastructure in order to address the growing needs of our clients. We believe that our years of proven integration experience will allow us to rapidly take advantage of the synergies that we expect to be gained from a transaction of this nature. Additionally, we believe the acquisition of our largest portfolio to date is a meaningful step in positioning our portfolio business as a more dominant player in its market.
Commenting on the acquisition, Dennis Cunningham, Chairman and Chief Executive Officer of RMA, stated, “Over the past several years RMA has focused on growing and positioning itself as one of the leading providers of debt collection and accounts receivable management services. Earlier this year, we announced to our employees, clients and investors that we were exploring strategic alternatives for the business. Through this process it became obvious that utilizing the appropriate provisions of the Bankruptcy Code is the most efficient way to complete a sale of RMA. By entering Chapter 11 with a definitive agreement in place with NCO, we believe we will be able to work swiftly to secure creditor and court approval of the transaction with NCO with the least amount of disruption to our clients and our employees. In addition, the Chapter 11 process will provide a platform to entertain any higher and better offers so as to maximize the return to all creditor constituencies.”
NCO expects to fund the purchase with a combination of borrowings under its revolving credit facility and non-recourse portfolio financing.
The transaction is currently expected to be neutral to NCO’s earnings in 2005 and accretive in 2006 and beyond.
About Kaulkin Ginsberg Company
Since 1989, Kaulkin Ginsberg has provided solutions to accounts receivable management and related business services companies. The Strategic Advisory Group provides merger, acquisition and valuation advice; operational consulting; and executive search services. The Research Group produces industry-specific publications and custom research products. The Kaulkin Ginsberg family of companies also includes Kaulkin Media, publisher of the most popular sources of industry information, and Kaulkin Information Systems, provider of secure and affordable document and process management technology. Read more about Kaulkin Ginsberg at www.kaulkin.com.
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