NCO Group and RMA Enter Into Definitive Agreement for NCO to Acquire Substantially All Assets of RMA Under Section 363 and 365 o
July 07 2005 - 9:27AM
PR Newswire (US)
NCO Group and RMA Enter Into Definitive Agreement for NCO to
Acquire Substantially All Assets of RMA Under Section 363 and 365
of the Bankruptcy Code HORSHAM, Pa., and DULUTH, Ga., July 7
/PRNewswire-FirstCall/ -- 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. 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. NCO Group, Inc. is a leading provider
of business process outsourcing services including accounts
receivable management, customer relationship management and other
services. NCO provides services through 87 offices in the United
States, Canada, the United Kingdom, India, the Philippines, the
Caribbean and Panama. For further information: At NCO Group, Inc.
Investor Relations (215) 441-3000 http://www.ncogroup.com/ At Risk
Management Alternatives, Inc. Tommy Zielinski (770) 925-5000
http://www.rmainc.net/ Certain statements in this press release,
including, without limitation, statements as to the successful
completion of the acquisition, statements as to the impact from the
acquisition of RMA, statements as to the companies' or managements'
beliefs, expectations or opinions, and all other statements in this
press release, other than historical facts, are forward-looking
statements, as such term is defined in the Securities Exchange Act
of 1934, which are intended to be covered by the safe harbors
created thereby. Forward- looking statements are subject to risks
and uncertainties, are subject to change at any time and may be
affected by various factors that may cause actual results to differ
materially from the expected or planned results. In addition to the
factors discussed above, certain other factors, including without
limitation, the risk that NCO will not be able to implement its
business strategy as and when planned, risks related to the ERP
implementation, risks related to the final outcome of the
environmental liability, risks related to past and possible future
terrorists attacks, risks related to the economy, the risk that NCO
will not be able to improve margins, risks relating to growth and
future acquisitions, risks related to the integration of the
acquisitions of RMH Teleservices, Inc. and the minority interest of
NCO Portfolio Management, Inc., risks related to fluctuations in
quarterly operating results, risks related to the timing of
contracts, risks related to international operations, and other
risks detailed from time to time in NCO's filings with the
Securities and Exchange Commission, including the Annual Report on
Form 10-K for the year ended December 31, 2004, can cause actual
results and developments to be materially different from those
expressed or implied by such forward-looking statements. NCO and
RMA disclaim any intent or obligation to publicly update or revise
any forward-looking statements, regardless of whether new
information becomes available, future developments occur or
otherwise. DATASOURCE: NCO Group, Inc. CONTACT: Investor Relations,
NCO Group, +1-215-441-3000; or Tommy Zielinski of Risk Management
Alternatives, +1-770-925-5000 Web site: http://www.rmainc.net/ Web
site: http://www.ncogroup.com/
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