Opal Acquisition, Inc. Announces $610 Million Senior Notes Offering

3rd December 2013

Opal Acquisition, Inc. which is an affiliate of Apax Partners formed to acquire OC Medical Holdings, Inc. and Align Networks, today announced that it intends to privately offer $610 million in aggregate principal amount of its senior notes due 2021. 

New York,  — Opal Acquisition, Inc. (the “Company”), which is an affiliate of Apax Partners, L.P. and Apax Partners LLP (the “Sponsors”) and was formed to acquire OC Medical Holdings, Inc. (“One Call”) and Align Networks Sub, Inc. (“Align”), today announced that it intends to privately offer $610 million in aggregate principal amount of its senior notes due 2021 (the “Notes”). The Notes are being issued (i) to repay its second lien term facility, which, together with borrowings under its first lien credit facility (the “First Lien Credit Facility”), was used to fund its acquisition of One Call (the “One Call Acquisition”), and, (ii) together with incremental borrowings under its First Lien Credit Facility, to fund the acquisition of Align (the “Align Acquisition”), refinance certain existing indebtedness of Align and its subsidiaries, pay related fees and expenses and (iii) for other general corporate purposes.

The Notes and the related guarantees will be offered to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act.

The Notes and the related guarantees have not been and will not be registered under the Securities Act or any state or other jurisdiction's securities laws. Accordingly, the Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act and any applicable state or other jurisdiction's securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Apax Partners

Apax Partners is one of the world's leading private equity investment groups.  It operates globally and has more than 30 years of investing experience.  Funds advised by Apax Partners total over $40 billion around the world and invest in companies across four global sectors of Services, Consumer, Healthcare and Tech & Telecom.  These funds provide long-term equity financing to build and strengthen world-class companies. For further information about Apax, please visit www.apax.com 

Forward-Looking Statements

Statements about the expected timing, completion and effects of the proposed offering of Notes and the Align Acquisition and all other statements in this release, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements.  All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. 

The Company may not be able to complete the proposed Align Acquisition because of a number of factors, including;

(1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Acquisition Agreement

(2) the failure to obtain the necessary financing arrangements set forth in the debt and equity commitment letters delivered in connection with the Align Acquisition

(3) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the Align Acquisition and

(4) the effect of the announcement of the Align Acquisition on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers, operating results and business generally.

Actual results may differ materially from those indicated by such forward-looking statements.  In addition, the forward-looking statements represent the Company’s views as of the date on which such statements were made. 

The Company anticipates that subsequent events and developments may cause its views to change.  However, although the Company may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. 

These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof.  Additional factors that may affect the business or financial result of the Company are described in the risk factors included in the Company’s Offering Memorandum. 

The Company expressly disclaims a duty to provide updates to forward-looking statements, whether as a result of new information, future events or other occurrences.

Contacts

Apax Partners

Sarah Rajani CFA
Director of Communications
Apax Partners
t: +44 20 7666 6573
e: sarah.rajani@apax.com

US Enquiries

Todd Fogarty
Senior Vice President
Kekst & Company
t: +1 212 521 4854
e: todd-fogarty@kekst.com