December 09, 2009 07:30 ET

GXS Worldwide, Inc. Announces Proposed Private Offering of $750 Million of Senior Secured Notes Due 2015

GAITHERSBURG, MD--(Marketwire - December 9, 2009) - GXS Worldwide, Inc. (the "Company") announced today that it intends, subject to market and other conditions, to offer $750.0 million aggregate principal amount of senior secured notes due 2015 in a private offering to qualified institutional buyers in accordance with Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act").

The Company intends to use the net proceeds from the offering to repay the Company's existing credit facilities and upon consummation of its merger with Inovis International Inc. ("Inovis") announced earlier this week, to refinance existing Inovis indebtedness and fund the cash consideration in the merger. Any remaining proceeds will be used for general corporate purposes. The description of the use of proceeds from the offering assumes consummation of the merger. If the merger is not consummated, a portion of the proceeds from the offering will be used to repurchase $230.0 million aggregate principal amount of the offered notes, at a redemption price equal to the sum of (a) the initial offering price in the offering of the notes to be redeemed, plus (b) a premium of 1% of the principal amount of the notes to be redeemed, plus (c) accrued interest on the notes to be redeemed to, but not including, the redemption date, and the Company's outstanding debt will be reduced accordingly. The closing of the merger is subject to regulatory approvals and certain other closing conditions and, as a result, there can be no assurance that the merger will be consummated.

The notes will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

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

Forward-Looking Statements

This press release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. You should not place undue reliance on these statements. These forward-looking statements relate to a future capital raising. These statements are affected by risks, uncertainties and assumptions including market conditions. Accordingly, there can be no assurance that the Company successfully completes the offering.

Contact Information

  • Investor Relations Contact:
    John Duvall
    Chief Financial Officer
    Investor Relations
    GXS Worldwide, Inc.