Open Solutions Buyout

Open Solutions Inc. (OPEN)
$1.3B Buyout

Summary

Proposed buyout of information services company

Specializes in services for financial institutions

Business description

Buyout by Carlyle Group and Providence Equity Partners

$38 per OPEN share: $1.3b total

OPENstock chart

Announced 10.16.06

Closed 1.19.07

Club Deal

Consortium buyout by

Carlyle Group
Providence Equity Partners

Advisors

Financial

Carlyle : Merrill Lynch
OPEN : Wachovia
Special committee: SunTrust

Legal

Carlyle : Latham Watkins / Weil Gotshal
OPEN : Simpson Thacher
Special committee: Morris Nichols

Merger Agreement Hyperlinked

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I. The Merger

1.01 The Merger
1.02 Closing
1.03 Effective Time
1.04 Effect of the Merger
1.05 Certificate of Incorporation; Bylaws
1.06 Directors and Officers

Article II. Conversion of Securities

2.01 Conversion of Securities
2.02 Exchange of Certificates
2.03 Stock Transfer Books
2.04 Company Stock Options
2.05 Restricted Shares; RSUS
2.06 Dissenting Shares

Article III. Company Reps

3.01 Organization and Qualification
3.02 Certificate of Incorporation and Bylaws
3.03 Capitalization
3.04 Authority Relative to this Agreement
3.05 No Conflict; Required Filings and Consents
3.06 Permits; Compliance
3.07 Sec Filings; Financial Statements; Undisclosed
Liabilities
3.08 Affiliate Transactions
3.09 Absence of Certain Changes or Events
3.10 Absence of Litigation
3.11 Employee Benefit Plans
3.12 Labor and Employment Matters
3.13 Real Property
3.14 Intellectual Property
3.15 Taxes
3.16 Environmental Matters
3.17 Specified Contracts
3.18 Insurance
3.19 Board Approval; Vote Required
3.20 Opinion of Financial Advisor
3.21 Brokers

Article IV. Buyer Reps

4.01 Corporate Organization
4.02 Certificate of Incorporation and Bylaws
4.03 Authority Relative to this Agreement
4.04 No Conflict; Required Filings and Consents
4.05 Absence of Litigation
4.06 Operations of Parent and Merger Co
4.07 Financing
4.08 Guarantees
4.09 Brokers
4.10 Ownership of Company Common Stock

Article V. Conduct of Business Pending The Merger

5.01 Conduct of Business by the Company Pending the
Merger
5.02 Conduct of Parent and Merger Co

Article VI. Additional Agreements

6.01 Proxy Statement; other Filings
6.02 Company Stockholders Meeting; Recommendation
6.03 Access to Information; Confidentiality
6.04 Solicitation
6.05 Directors and Officers Indemnification and
Insurance
6.06 Employee Benefits Matters
6.07 Notification of Certain Matters
6.08 Financing
6.09 Further Action; Reasonable Best Efforts
6.10 Public Announcements
6.11 Resignations
6.12 Debt Tender and Consent Solicitation
6.13 Section 16(b)

Article VII. Conditions To The Merger

7.01 Each Party
7.02 Parent and Merger Co
7.03 Company

Article VIII. Termination, Amendment and Waiver

8.01 Termination
8.02 Effect of Termination
8.03 Fees and Expenses
8.04 Amendment
8.05 Waiver

Article IX. General Provisions

9.01 Non-survival of Representations, Warranties
9.02 Notices
9.03 Certain Definitions
9.04 Severability
9.05 Entire Agreement; Assignment
9.06 Parties in Interest
9.07 Governing Law
9.08 Specific Performance; Submission to Jurisdiction
9.09 Waiver of Jury Trial
9.10 Headings
9.11 Counterparts

Proxy Solicitation

Shareholder meeting 1.19.07

99.7% for; 73.5% of outstanding
Press release 1.19.07

Proxy statements

Definitive 12.20.06

Preliminary 11.17.06

Deal Protection

No shop covenant

Merger agreement §6.4
Proxy statement disclosure scroll to page A-27

Break-up fee

$30 million
Go shop termination fee is $12 million
Agreement 8.03
Proxy statement disclosure scroll to page A-40

Regulatory Approvals

HSR Act

Merger agreement 6.9
Proxy statement disclosure scroll to page A-35

Fairness Opinion

SunTrust Capital fairness opinion

Proxy statement disclosure scroll to page A-19

Tax Matters

Disclosure

Proxy statement disclosure scroll to page A-16

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