NCO Group Buyout

NCO Group, Inc.
$1.26B Buyout

Summary

Buyout by One Equity Partners

$27.50 per NCOG: $1.26B total

Announced 7.24.06

Closed 11.27.06

Advisors

Financial

NCOG : Credit Suisse
OEP : Morgan Stanley / JPMorgan

Legal

NCOG : Blank Rome / Bass Berry & Sims
OEP : Dechert / Cleary Gottlieb

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger

1.1 The Merger
1.2 Closing
1.3 Effective Time of the Merger
1.4 Effects of The Merger

Article II Effects of the Merger on the Outstanding
Securities of the Company and Acquisition;
Exchange Procedures

2.1 Effect on Capital Stock
2.2 Exchange of Certificates
2.3 Effect of the Merger on Company Stock Options,
Restricted Stock Units and Warrants

Article III Reps

3.1 Representations and Warranties of the Company
3.1(a) Organization, Standing and Power
3.1(b) Capital Structure
3.1(c) Authority; No Violations; Consents and Approvals
3.1(d) Disclosure Documents
3.1(e) Compliance
3.1(f) Company Permits
3.1(g) Litigation; Inspections and Investigations, Etc
3.1(h) Taxes
3.1(i) Employee Benefit Plans
3.1(j) Absence of Certain Changes or Events
3.1(k) No Undisclosed Material Liabilities
3.1(l) Opinion of Financial Advisor
3.1(m) Environmental Matters
3.1(n) Vote Required
3.1(o) Board Recommendation
3.1(p) Intellectual Property
3.1(q) Real Property
3.1(r) Insurance
3.1(s) Labor Matters
3.1(t) Contracts
3.1(u) Affiliate Contracts and Affiliated Transactions
3.1(v) State Takeover Statutes
3.2 Representations and Warranties of Parent and
Acquisition
3.2(a) Organization, Standing and Power
3.2(b) Authority; No Violations; Consents and Approvals
3.2(c) Limited Operations of Parent and Acquisition
3.2(d) Financing
3.2(e) Litigation and Orders
3.2(f) Guarantee
3.2(g) Rollover Agreements
3.2(h) No Additional Representations

Article IV Covenants Relating to Conduct of Business

4.1 Conduct of Business by Company Pending the Merger

Article V Additional Agreements

5.1 Access to Information; Confidentiality
5.2 No Solicitation
5.3 Fees and Expenses
5.4 Brokers or Finders
5.5 Indemnification; Directors and Officers Insurance
5.6 Reasonable Best Efforts
5.7 Publicity
5.8 Consents and Approvals; State Takeover Laws
5.9 Notification of Certain Matters
5.10 Continuation of Employee Benefits
5.11 Information Supplied by Company
5.12 Information Supplied by Parent
5.13 Preparation of the Proxy Statement; Special Meeting
5.14 Shareholder Litigation

Article VI Conditions Precedent

6.1 Each Party
6.2 Parent and Acquisition to Effect the Merger
6.3 Company

Article VII Termination; Abandonment; Amendment

7.1 Termination and Abandonment
7.2 Effect of Termination

Article VIII Miscellaneous

8.1 Survival of Representations, Warranties, Covenants
and Agreements
8.2 Specific Performance
8.3 Notices
8.4 Interpretation; Definitions
8.5 Counterparts
8.6 Entire Agreement; No Third Party Beneficiaries
8.7 Amendment
8.8 Waiver
8.9 Governing Law
8.10 Jurisdiction
8.11 Assignment
8.12 Severability

Proxy Solicitation

Definitive proxy statement 10.20.06

Table of contents

Preliminary proxy statement 8.14.06

Table of contents

Deal Protection

No shop covenant

Merger agreement §5.2
Proxy statement disclosure

Break-up fee

$35mm, plus out-of-pocket expenses
Agreement §7.2
Proxy statement disclosure

Regulatory Approvals

HSR Act

Merger agreement §5.6
Proxy statement disclosure

Fairness Opinion

Credit Suisse fairness opinion

Proxy statement disclosure

Tax Matters

Disclosure

Proxy statement disclosure

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