Source: Private Business
Private Business, Inc. (NASDAQ:PBIZ), (PBiz) and Captiva Solutions, LLC of Atlanta, Georgia (Captiva) today announced that they have completed their merger.
The strategic merger combines the financial technology products and services of PBiz with Captiva's financial institution core, item processing and related information products and outsourcing services to better serve community financial institutions.
In connection with the closing of the transaction, Mr. Lynn Boggs, the former CEO of Captiva, has been appointed as the Chief Executive Officer and a board Member of PBiz, and Henry Baroco, the former CEO and Board Member of PBiz, has been appointed as the President and Chief Operating Officer of PBiz.
The transaction was approved by the shareholders of PBiz at a special shareholders meeting held on December 7, 2005, with approval from over 98% of the votes cast on each proposal considered at the meeting. The cash portion of the merger consideration was paid from a loan of $10,000,000 from Lightyear PBI Holdings, LLC, an affiliate of The Lightyear Fund, L.P., whose shares of PBiz Series A preferred stock give it the right to vote approximately 52% of the votes entitled to be voted by the holders of PBiz capital stock. The issuance of equity in connection with the Lightyear loan was approved by the PBiz shareholders at the special shareholders meeting. The terms of the Lightyear financing previously described in the proxy statement were further negotiated and approved by a committee of the independent members of the PBiz board of directors, resulting in improved terms for the initial interest rate, the number of warrants to be issued, and PBiz's ability to terminate a portion of the warrants in connection with repaying the loan.
In connection with the Lightyear loan, PBiz entered into an amendment of its credit facility with Bank of America whereby Bank of America consented to the Lightyear loan and reduced the Company's Bank of America credit facility from $7.1 million to $5 million and converted the entire facility to a revolving line of credit. The credit facility expires in ninety days, but can be extended for three 30-day periods at the option of the bank. PBiz is currently negotiating a replacement facility.
Mr. Boggs stated, "We are excited to complete this transaction, and we are looking forward to working as a combined company to generate growth from our current operations and future strategic acquisitions. Our plan is to offer a full product suite to community financial institutions, which will include our current core processing service, lending products, and marketing services. Our products assist financial institutions in remaining competitive, serving their customers better, decreasing costs and improving profitability."