NEW YORK--(BUSINESS WIRE)--CTPartners Executive Search, Inc. (NYSEMKT: CTP) (“CTP” or the “Company”) today announced that pursuant to its previously announced strategic alternatives process, the Company has received a non-binding indication of interest from DHR International Inc. (“DHR International”) to acquire the Company. The special committee of the Company’s board of directors, which was formed to evaluate the Company’s strategic alternatives, has agreed to negotiate exclusively with DHR for a limited period of time in an effort to reach a definitive agreement. Pricing and other terms have not been disclosed, but the indicated preliminary price range set forth in the indication of interest submitted by DHR International is below the $7.00 per share DHR previously proposed to pay in a February 5, 2015 letter to the CTP board of directors. All terms of any definitive agreement, including price, will be subject to completion of confirmatory due diligence to the satisfaction of DHR and negotiation between the parties. There is no assurance that the parties will enter into a binding acquisition agreement consistent with the indication of interest, or on any other terms.
The Company also disclosed in its Form 10-Q for the quarter ended March 31, 2015, filed today, that it has received a limited duration waiver from its lenders relating to CTP’s non-compliance with a covenant included in both its term credit facility and note purchase agreement requiring the revenue generated by departing search executives not exceed specified levels. The lenders have agreed to forbear from enforcing their remedies in connection with this non-compliance until August 31, 2015 so long as certain milestones in connection with the proposed sale of the Company are met. In addition, the credit facility has been reduced from $20 million to $15.5 million and the interest rate increased by 25 basis points, resulting in a current rate of approximately 3.18% per annum. Also, the notes purchaser is not expected to purchase a second tranche of $6.25 million principal amount of notes, which had been scheduled to occur after June 30, 2015.
CTPartners is a leading global executive search firm that is designed to deliver in-depth expertise, creative strategies, and outstanding results to clients worldwide. Committed to a philosophy of partnering with its clients, CTPartners offers a proven track record in C-Suite, top executive, and board searches, as well as extensive experience in serving private equity and venture capital firms.
From its 44 offices in 24 countries, CTPartners serves clients with a global organization of more than 500 professionals and employees, offering expertise in board advisory services, key leadership functions, and executive recruiting services in the financial services, life sciences, industrial, professional services, retail and consumer, and technology, media and telecom industries.
Safe Harbor Statement
Certain matters discussed in this press release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties, including but not limited the risks and uncertainties about whether CTP can comply with the financial covenants contained in its financing documents, and if not, whether the lenders are willing to continue to forbear their remedies under the financing documents or declare an event of default under the credit facility and/or the note purchase agreement and the ramifications of such event of default, and whether the Company will enter into a binding acquisition agreement with DHR and close the transaction contemplated in the indication of interest and the terms of any such agreement.
In addition to the risks and uncertainties identified above, reference is also made to other risks and uncertainties detailed in CTP’s quarterly report on Form 10-Q for the quarter ended March 31, 2015, the Form 10-K for the year-ended December 31, 2014 and any other reports filed by CTP with the Securities and Exchange Commission.