SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
PRG-SCHULTZ INTERNATIONAL, INC.
(Name of Issuer)
PRG-SCHULTZ INTERNATIONAL, INC.
(Name of Filing Persons)
4.75% CONVERTIBLE SUBORDINATED NOTES DUE 2006
(Title of Class of Securities)
743168 AA4 and 69357C AA5
(CUSIP Number of Class of Securities)
Clinton McKellar, Jr., Esq.
Senior Vice President, General Counsel and Secretary
PRG-Schultz International, Inc.
600 Galleria Parkway, Suite 100
Atlanta, Georgia 30339-5986
(770) 779-3900
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications on Behalf of Filing Person)
COPIES TO:
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B. Joseph Alley, Jr., Esq.
Arnall Golden Gregory LLP
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3450
(404) 873-8688
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Michael F. Walsh, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000 |
CALCULATION OF FILING FEE*
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Transaction Valuation* |
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Amount of Filing Fee** |
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$125,000,000
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$13,375 |
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Estimated for purposes of calculating the amount of the filing fee only. The amount assumes
the exchange of all $125 million of the outstanding 4.75% convertible subordinated notes
(the “Existing Notes”). The amount of the filing fee is based upon the full principal
amount of the outstanding notes. |
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There is no market value for the Existing Notes. The filing fee was calculated based upon
the full principal amount of the Existing Notes. |
TABLE OF CONTENTS
This Amendment No. 3 amends and supplements the Schedule TO-I initially filed by PRG-Schultz
International, Inc., a Georgia corporation (the “Company”), on February 1, 2006 (as amended and
supplemented, the “Schedule TO”), Amendment No. 1 to Schedule TO filed by the Company on February
23, 2006, and Amendment No. 2 to Schedule TO filed by the Company on February 27, 2006. The
Schedule TO relates to the Company’s offer to exchange its 11.0% Senior Notes due 2011, its 10.0%
Senior Convertible Notes due 2011 and its 9.0% Senior Series A Convertible Participating Preferred
Stock for any and all of its outstanding 4.75% Convertible Subordinated Notes due 2006 upon the
terms and subject to the conditions set forth in the Offering Circular, dated February 1, 2006 (the
“Offering Circular”), and in the related Letter of Transmittal (the “Letter of Transmittal”),
which, as amended or supplemented from time to time, together constitute the exchange offer, copies
of which were previously filed as Exhibit (a)(1)(A) and Exhibit (a)(1)(B), respectively, to the
Schedule TO. This Schedule TO is filed in satisfaction of the reporting requirements of Rule 13e-4
under the Securities Exchange Act of 1934, as amended. The exchange offer is being made by the
Company pursuant to an exemption from registration under Section 3(a)(9) of the Securities Act of
1933, as amended.
The information in the Offering Circular, the Letter of Transmittal and the Letter to Holders
is incorporated in this Amendment No. 3 by reference to all of the applicable items in the Schedule
TO, except that such information is hereby amended and supplemented to the extent specifically
provided herein.
Items 1, 4, 6, 7 and 11.
The Offering Circular is hereby amended as follows:
The exchange offer is extended to and will expire at 10:00 a.m. New York City time on March
16, 2006, unless further extended.
The third paragraph under “Summary Terms of the Exchange Offer — Financial Restructuring” on
page 8 is hereby amended by deleting such paragraph in its entirety and replacing it with the
following:
“We have received a commitment from Ableco Finance LLC to provide a new senior secured
credit facility that will be used to refinance and repay outstanding amounts under our
existing senior secured credit facility and the bridge loan, which are currently expected
to be approximately $5.6 million and $10.0 million, respectively, excluding accrued and
paid interest. The new senior secured credit facility is expected to consist of a $25.0
million term loan, all of which will be funded at closing of the exchange offer, and up to
$20.0 million of revolving loan borrowings, of which approximately $15.4 million is
expected to be available at the closing of the restructuring transactions, all of which
will be available to fund working capital and other liquidity needs of our business going
forward.”
The first paragraph under “The Exchange Offer—Conditions to the Completion of the Exchange
Offer” on page 63 is hereby amended by deleting the first sentence of such paragraph and replacing
it with the following:
“Notwithstanding any other provision of the exchange offer, or any extension of the
exchange offer, we shall not be required to accept for exchange any existing notes, issue
any new securities, or make any payment for existing notes, and we may terminate or amend
the exchange offer or any or all of the other restructuring transactions if at any time on
or before the expiration of the offer, we determine, in our reasonable judgment, that any
of the following conditions has not been satisfied:”
The Letter of Transmittal, Notice of Guaranteed Delivery, Form of Letter to Brokers, Dealers,
Commercial Banks, Trust Companies and other Nominees, Letter to Clients for Use by Brokers, Dealers,
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Commercial Banks, Trust Companies and other Nominees and Letter to Holders are each hereby amended as follows:
The exchange offer is extended to and will expire at 10:00 a.m. New York City time on
March 16, 2006, unless further extended.
Item 12. Material to be Filed as Exhibits.
Item 12 of the Schedule TO is hereby amended by adding the following:
(a)(5)(E) Press Release issued by PRG on March 2, 2006.
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