(SIR - Get Report)
sold $75 million worth of convertible debt to two shareholders and gave one of the holders two board seats.
Chicago-based relocation services provider Sirva said ValueAct Capital will invest $60 million, and MLF Investments will invest $15 million.
Peter H. Kamin, a founding partner of ValueAct Capital, and Kelly Barlow, a partner of ValueAct Capital, will join the Sirva board.
"In reviewing our strategic objectives, we evaluated current market trends, our working capital needs and growth opportunities," said CEO Brian Kelley. "We determined that a transaction of this nature and size with investors that understand our business and appreciate our long-term strategy gives us the financial flexibility we need to execute our business plan going forward. We are delighted that Peter and Kelly will be joining our board of directors, as they bring a wealth of experience and financial acumen with them."
"We have confidence in Sirva's management team and business and are excited about the long-term value of the company," said Peter Kamin of ValueAct Capital. "We look forward to the opportunity to work actively with management and the other members of the board to help create value for all shareholders."
The transaction initially involves the sale of subordinated notes that bear interest at 10%. The notes will automatically convert into 75,000 shares of Sirva's 8% convertible perpetual preferred stock.
The preferred stock would initially be convertible, at the option of the holder, into 25 million shares of Sirva common stock at an initial conversion price of $3 a share, subject to adjustment.
Under certain circumstances, Sirva can require the conversion of the preferred stock on or after Sept. 25, 2008. Sirva has agreed to file a registration statement with the
Securities and Exchange Commission
to register the resale of the preferred stock and common stock issuable upon conversion.