OTTAWA (AP) ¿ Corel Corp., the maker of WordPerfect and other software, on Monday justified an offer to take the company private, saying that complete ownership is necessary to inject capital quickly and avert a default on its loans.
In an amended filing with the Securities and Exchange Commission, Corel said that its majority investor, Vector Capital, is moving to acquire the 32 percent of shares it doesn't already own to prevent a credit default by Nov. 30.
The company is required to keep its total debt level below 2.75 times its trailing 12-month earnings before interest, taxes, depreciation and amortization, but it expects to fail that test this month.
It can prepay $15 million in principal, dropping its debt ratio to 2.64, but that would result in cash on hand falling to $8.6 million, below what it considers sufficient working capital to support the business.Vector Capital also said it is unwilling to see existing shareholders' stakes diluted, which would happen if an equity investment was sought from outside parties. "Vector believes that if it is going to commit new equity financing to the company using funds from its limited partners under present circumstances, it will need the operational and strategic control of the company that can only come with total ownership in order to safeguard that investment," Corel said in the filing.