Cynergy Data Enters Into Asset Purchase Agreement With ComVest

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LONG ISLAND CITY, NY, September 1, 2009 – Cynergy Data today announced that it has voluntarily initiated proceedings under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court in Delaware and is pursuing a sale process under Section 363 of the Bankruptcy Code.

Cynergy Data has entered into an asset purchase agreement with “stalking horse” bidder Cynergy Holdings, LLC, an investment affiliate of The ComVest Group, a private investment firm focused on providing debt and equity solutions to middle market companies, to buy substantially all of the company’s assets for $81 million in consideration. ComVest is a leading provider of capital to the financial technology markets and owns controlling interests in a number of companies in the electronic payment processing industry, including Pipeline Data, CardAccept, AirCharge, SecurePay and Northern Merchant Services.

According to Marcelo Paladini, chief executive officer of Cynergy Data, the Chapter 11 process will allow the company to continue providing its merchant credit card processing services while the business completes a structured sale of the company’s assets. “We are grateful for the continuing support of our employees, vendors, merchants and independent sales organizations as we undertake our restructuring process. We expect to emerge from this process as a new company with a much stronger financial position focused on continuing to provide excellent, cost-effective solutions to our merchants and ISO partners,” he added.

ComVest also anticipates tremendous opportunities for Cynergy Data. “ComVest is excited to partner with Cynergy Data to help the company restructure debt and emerge as a leading acquirer. We believe that Cynergy has a significant competitive advantage in its processing business offering superior service and technology to its many merchants and ISO partners. As a firm that has a great deal of experience in payments processing, we are committed to Cynergy’s success in the future and look forward to partnering with Cynergy’s management team in serving the industry for many years to come,” said Pete Kight, Managing Partner, ComVest.

Cynergy Data has secured a commitment from its existing lenders for so-called Debtor-in-Possession (DIP) financing which it believes will provide ample liquidity to meet its ongoing obligations during the sale process.

The Company’s legal advisor is Nixon Peabody LLP; its financial and restructuring advisor is CM&D Management Services LLC; its industry expert is Unicorn Partners, LLC; and its investment bankers are Stifel, Nicolaus & Company and Peter J. Solomon Company.

Additional information on the restructuring is available on the Company’s website at http://www.cynergydata.com/restructuring.

About Cynergy Data
Launched in 1995, Cynergy Data is a merchant credit card processing service provider that gives business owners excellent customer support and unparalleled merchant services. The company emphasizes honest, service-oriented business practices and customer-friendly products and services. During the past 14 years, Cynergy Data has rapidly expanded from a two-person operation to one that employs over 130 service-oriented team members. Headquartered in New York City, Cynergy Data manages a portfolio of nearly 80,000 merchants processing in excess of $10 billion annually.

About The ComVest Group
The ComVest Group is a leading private investment firm focused on providing debt and equity solutions to middle-market companies with enterprise values of less than $350 million. Since 1988 ComVest has invested more than $2 billion of capital in over 200 public and private companies worldwide. Through its extensive financial resources and broad network of industry experts, ComVest offers its portfolio companies total financial sponsorship, critical strategic support, and business development assistance. ComVest additionally owns controlling interest in Pipeline Data, CardAccept, AirCharge, SecurePay and Northern Merchant Services; all credit card merchant servicing organizations.

Emerging Markets Communications acquires a new Teleport in Kapolei, Hawaii

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EMC’s new Asia-Pacific gateway provides EMC’s customers with a direct connection between the United States and Asia for private data networks and video content distribution at land and sea.

MIAMI, FLORIDA – AUGUST 2009 – Emerging Markets Communications (EMC) has successfully purchased from Telesat Canada the Telesat Asia Pacific Gateway located in Kapolei, Hawaii. EMC’s new facility offers a strategic position from which to expand EMC’s lines of business of private data networks, video content distribution and conectivity for land and sea based customers located in the fast growing Asian Market. The facility will have direct terrestrial conectivity to the United Sates, Australia, China and Japan.

This station, combined with EMC Teleport facilities in Germany and the UK, allows EMC to offer a global continuous C band foot print to all continents and oceans, including Ku band coverage in North and South America, the Gulf of Mexico, the Bering Sea and all the Aleutian Islands.

Hawaii serves as a major landing point for both fiber and satellite connectivity from Asia to the US, including direct terrestrial connectivity to major Asian markets. The acquisition is EMC’s final strategic step in the completion of a Global C band Infrastructure that provides seamless premium value added connectivity services that are truly everywhere at land or sea. From this facility, EMC also will provide vital Telemetry, Tracking and Control services for Telesat and other major satellite operators, as indicated by EMC’s President, Abel Avellan.

About EMC
Emerging Markets Communications (EMC) is a premier provider of global satellite communications. Utilizing a high quality, fully managed network, EMC offers maritime services, teleport services, and private, end-to-end satellite networks in more than 140 countries. EMC specializes in meeting the diverse communications needs of its customers, which include international aid and financial organizations, and a series of Fortune 500 companies. A United States-based company with headquarters in Florida, EMC is powered by its network of strategically located, wholly-owned support centers (in Argentina, Germany, Kazakhstan, Russia, the United Kingdom, Thailand, the United Arab Emirates, the United States, Kenya and West Africa). In addition, EMC operates three wholly-owned teleport facilities, which are equipped with 11 to 32 meter C, Ku, L, and X-band antennas, as well as 120,000 square feet of highly secure disaster recovery and business continuity infrastructure. The Quality Management System of Emerging Markets Communications is ISO 9001-2008 Certified.

ComVest Completes Acquisition and Going Private Transaction with Nations Health

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West Palm Beach & Sunrise Florida. ComVest NationsHealth Holdings, LLC, a wholly owned subsidiary of ComVest Investment Partners III, L.P., announced today that has it completed its previously announced acquisition of NationsHealth, Inc. (OTCBB:NHRX – News).

In connection with the closing of the transaction, ComVest made a $5.0 million investment in NationsHealth in the form of convertible preferred stock at $0.12 per share, the proceeds of which will be used by NationsHealth for general working capital purposes. In addition, ComVest has the right to make an additional $2.0 million investment in NationsHealth convertible preferred stock at $0.12 per share for a period of one year following the closing date. On April 30, 2009, upon the signing of the definitive agreement, ComVest provided NationsHealth a bridge loan in the principal amount of $3.0 million, which converted into additional shares of NationsHealth convertible preferred stock at $0.12 per share upon closing.

“I am excited to welcome NationsHealth into the ComVest portfolio of companies,” commented Michael S. Falk, ComVest’s Chairman. “We look forward to NationsHealth, and its CEO, Dr. Glenn Parker, using the additional capital to execute upon strategic initiatives and accomplish long-term plans and produce great partnerships with its customers, suppliers and employees.”

In connection with the transaction, NationsHealth entered into amendments with its credit facility lender and subordinated note holder, pursuant to which both debt facilities will remain in existence on substantially similar terms and conditions following the closing.

About ComVest:
The ComVest Group is a leading private investment firm focused on providing debt and equity solutions to middle-market companies with enterprise values of up to $250 million. Since 1988, ComVest has invested more than $2 billion of capital in over 200 public and private companies worldwide. Through its extensive financial resources and broad network of industry experts, ComVest is able to offer its companies total financial sponsorship, critical strategic support and business development assistance.

About NationsHealth, Inc.
NationsHealth seeks to improve the delivery of healthcare to Medicare and managed care beneficiaries by providing medical products and prescription related services. NationsHealth provides home delivery of diabetes supplies and insulin pumps, medications and other medical products to patients across the nation. In addition to its medical products business, NationsHealth also provides education, marketing, enrollment and member service to insurers offering Medicare Part D prescription drug plans and other Medicare insurance coverage. NationsHealth has an agreement with CIGNA to service its Medicare Part D prescription drug plans nationally. For more information, please visit http://www.nationshealth.com

NationsHealth Enters Into a Definitive Merger Agreement to be Acquired by ComVest

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Sunrise Florida, NationsHealth, Inc. (“NationsHealth”) announced today that it has entered into a definitive merger agreement pursuant to which NationsHealth shall be acquired and taken private by ComVest NationsHealth Holdings, LLC, a wholly-owned subsidiary of ComVest Investment Partners III, L.P. (collectively, “ComVest”), a Florida-based private equity firm. Under the terms of the definitive merger agreement, ComVest will acquire all issued and outstanding shares of common stock of NationsHealth for $0.12 per share in cash, other than certain stockholders and members of NationsHealth management. The proposed transaction is expected to close by the third quarter of 2009.

Glenn Parker, MD, chief executive officer of NationsHealth, said, “This proposed transaction provides NationsHealth the additional capital needed to execute upon its strategic initiatives. Upon completion of the transaction, NationsHealth will become a private company that will provide us greater flexibility to accomplish our long-term plans, and produce a better partnership with our customers, suppliers and employees.”

In connection with the transaction, NationsHealth entered into amendments with its credit facility lender and subordinated note holder, pursuant to which both debt facilities will remain in existence on substantially similar terms and conditions following the closing of the transactions contemplated under the definitive merger agreement. Concurrently with the execution of the definitive merger agreement, ComVest has provided NationsHealth a bridge loan in the principal amount of $3.0 million, which will convert into shares of NationsHealth convertible preferred stock at $0.12 per share upon closing of the transaction. ComVest will make an additional $5.0 million investment in NationsHealth at closing in the form of NationsHealth convertible preferred stock at $0.12 per share, the proceeds of which will be used to take NationsHealth private and for general working capital purposes. In addition, ComVest shall have the right to make an additional $2.0 million investment in NationsHealth convertible preferred stock at $0.12 per share for a period of one year following the closing date.

A Special Committee of independent directors and the NationsHealth Board of Directors have approved the definitive merger agreement and recommended to the NationsHealth stockholders that they approve the definitive merger agreement. The NationsHealth Board of Directors, in conjunction with the Special Committee, has carefully considered this offer with the counsel of independent legal and financial advisors and, after extensive negotiations, concluded that this transaction is in the best interest of NationsHealth’s stockholders. The transaction, which is expected to close by the third quarter of 2009, is subject to approval by NationsHealth’s stockholders, as well as other customary closing conditions. Additionally, stockholders representing over 50% of the issued and outstanding shares of common stock of NationsHealth have entered into a voting agreement in favor of the merger.

Deloitte & Touche Corporate Finance LLC is acting as financial advisor to NationsHealth. Ladenburg Thalmann & Co. Inc. has rendered a fairness opinion in connection with the merger transaction to NationsHealth’s Special Committee. Legal counsel to NationsHealth’s Special Committee is Broad and Cassel.

Legal counsel to NationsHealth and its Board of Directors is McDermott Will & Emery LLP. Legal counsel to ComVest is Foley & Lardner LLP.

About NationsHealth, Inc.
NationsHealth seeks to improve the delivery of healthcare to Medicare and managed care beneficiaries by providing medical products and prescription related services. NationsHealth provides home delivery of diabetes supplies and insulin pumps, medications and other medical products to patients across the nation. In addition to its medical products business, NationsHealth also provides education, marketing, enrollment and member service to insurers offering Medicare Part D prescription drug plans and other Medicare insurance coverage. NationsHealth has an agreement with CIGNA to service its Medicare Part D prescription drug plans nationally. For more information, please visit http://www.nationshealth.com.

About ComVest:
The ComVest Group is a leading private investment firm focused on providing debt and equity solutions to middle-market companies with enterprise values of less than $250 million. Since 1988, ComVest has invested more than $2 billion of capital in over 200 public and private companies worldwide. Through its extensive financial resources and broad network of industry experts, ComVest is able to offer its companies total financial sponsorship, critical strategic support and business development assistance

ComVest Makes Control Restructuring Investment of up to $30 Million in Pipeline Data Inc.

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Quincy, Mass. Pipeline Data, a provider of payment processing and services, today announced that it has entered into restructuring agreements with its convertible noteholders, as well as with the holders of a $16 million put claim against the Company. The transaction was led by The ComVest Group (“ComVest”).

Under the terms of the transaction, the current $37 million, 8% coupon preferred convertible notes due June 29, 2010 will be restructured as a $42.1 million loan, 10% coupon until June 30, 2010 and a 14% coupon until June 30, 2011. The Company will have the option to extend the notes for an additional year until June 30, 2012, at its sole discretion. The agreement calls for the removal of all convertible equity features and the immediate termination of 11.1 million detached full-ratchet warrants.

In addition, the $16 million, 18% put right held by the former owners of Charge.com, Inc. will be redeemed for $2 million in cash, the return of the Charge.com name and the return of 9,398,058 shares of the Company’s Common Stock.

ComVest Investment Partners III, an affiliate of the ComVest Group, will lead a $15 million initial investment in cash for the purposes of restructuring the balance sheet and acquiring new merchant account portfolios and other operating companies. As part of the investment, the Company shall issue ComVest a $15 million face amount preferred convertible stock instrument convertible into common stock of the Company at 12.2 cents per share with a 16% payment-in-kind (PIK). Total shares outstanding post transaction will be approximately 41 million common and 122,950,820 preferred convertible shares (initially convertible into 68% of the Company’s Common Stock). Total debt will be reduced from $53 million to $42 million when taking into consideration the current combined $37 million convertible notes and the $16 million extinguishment of the put obligation. ComVest will also make available to the Company an additional $15 million acquisition line of credit, maturing September 30, 2012.

Concurrent with the transaction, Pipeline’s entire Board of Directors will resign and a new Board will be formed, including ComVest Partner and Advisory Board Member Peter J. Kight. With more than 25 years of experience, Mr. Kight is a pioneer in the electronic commerce industry, including serving as founder and former chairman of the board and CEO of CheckFree. He currently serves as the Vice Chairman and member of the board of directors of Fiserv (NASDAQ:FISV – News). Mr. Kight joined Fiserv when the company acquired CheckFree in 2007 for $4.4 billion in cash. In addition, Mr. Kight is a member of the board of directors of Akamai Technologies (NASDAQ:AKAM – News) and Manhattan Associates (NASDAQ: MANH – News). Accompanying Mr. Kight to the Pipeline Board of Directors will be Randall McCoy. Mr. McCoy served as CheckFree’s executive vice president and chief technology officer and will become Pipeline’s new Chief Executive Officer and a member of the Board. Mr. McCoy has also enjoyed a long and distinguished career in the electronic payments industry. He lectures annually to the Federal Reserve’s Board of Governors on matters of electronic commerce. Daniel Nenadovic, a Managing Director and Partner of ComVest will join the Company’s Board of Directors and serve as Chairman of the Board. MacAllister Smith , the Company’s current founder and Chief Executive Officer, will resign as Chief Executive Officer and assume the position of Vice Chairman of the Company.

MacAllister Smith stated, “While it has been a challenging time in the financial markets in general, and in the financial services sector in particular, I believe there are excellent opportunities to increase market share for strong, well-capitalized companies that focus on their core competencies. The restructuring of our debt from a 2010 maturity to as long as a 2012 maturity removes a substantial amount of near term risk, while the infusion of new cash capital allows Pipeline to take advantage of strategic acquisition and marketing opportunities as they present themselves. I am very excited about the appointments of Pete Kight to our Board and Randy McCoy as new CEO, and believe their extensive experience in the industry will open many vistas for Pipeline. In addition, ComVest brings a multitude of market knowledge, expertise and deal flow that will further strengthen Pipeline and help the Company to achieve its objectives. I am very much looking forward to working with Randy, Pete and the ComVest team and believe their proven, dynamic business strengths will help to make Pipeline a leader in the payments processing sector.”

About Pipeline Data:
Pipeline Data Inc. provides value-added credit card transaction processing services for merchants in three key areas: wireless mobile payment, e-commerce solutions and retail merchant payment.

About ComVest:
The ComVest Group is a leading private investment firm focused on providing debt and equity solutions to middle-market companies with enterprise values of less than $250 million. Since 1988, ComVest has invested more than $2 billion of capital in over 200 public and private companies worldwide. Through its extensive financial resources and broad network of industry experts, ComVest is able to offer its companies total financial sponsorship, critical strategic support and business development assistance.

Safe Harbor Statement:

The information provided for in this Press Release contains forward-looking statements that involve risks and uncertainties more fully set forth in the Company’s filing. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this press release contains statements that are forward-looking, such as statements relating to uncertainties that could affect performance and results of the Company in the future and, accordingly, such performance and results may materially differ from those expressed or implied in any forward-looking statements made by or on behalf of the Company. These risks and uncertainties include, but are not limited to those relating to the Company’s growth strategy, customer concentration, outstanding indebtedness, seasonality, expansion and other activities of competitors, changes in federal or state laws and the administration of such laws, protection of the securities markets and other risks detailed in the Company’s filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. Statements made in this Press Release that are not historical facts are forward-looking statements that are subject to the “safe harbor” created by the Private Securities Litigation Reform Act of 1995. The Company’s actual results could differ significantly from those discussed and/or implied herein.

The ComVest Group Acquires Equipment Support Services as an Add-on for Hi-Way Equipment

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Hi-Way Equipment, a portfolio company of ComVest, acquires Equipment Support Services, Inc. of Houston.

The combined company will operate under the name of Hi-Way Equipment Company and the organization will boast eleven offices and more than 200 employees in the southeast, central and north Texas areas. The combined company offers a broad range of premier brands of new and used construction, road building, paving, utility and agricultural equipment, complete parts and service capabilities and an extensive line of rental equipment to its customers in the dynamic southeast and north Texas markets.

Hi-Way’s presence in the Houston and southeast Texas market dates to 1948, while ESS has served southeast, central and north Texas customers since 1999. Among its premier brands, the combined Company offers equipment from Case CE, Case IH, Gradall, Wirtgen, Hamm, Vögele, Kawasaki, LeeBoy, Rosco, Pettibone, Vacall and Allianz- Madvac/Johnston.

Serving central and southeast Texas, the Company has three offices in the Houston area (near Intercontinental and Hobby airports and in Alvin), and locations in Beaumont, Bryan, Brenham. In North Texas, Company locations are in Euless (near DFW airport and serving Dallas and Ft. Worth), Sherman, Gainesville, Longview and Tyler. Each of the eleven offices carries a complete inventory of parts, provides a full range of service capability and offers an extensive rental fleet – all supported by an experienced and professional staff.

Bryan Monk and Kyle Foley of ESS and Dan Blade of Hi-Way will lead the new company’s operations. Dan will be responsible for the company’s extensive southeast Texas operations (Houston and Beaumont), Kyle will assume responsibility for the north Texas stores (Euless, Sherman, Gainesville, Longview and Tyler) and Bryan will oversee operations in Bryan and Brenham as well as assume responsibility for most corporate level functions.

You can reach us at any of the Hi-Way or Equipment Support Services phone numbers or at our websites www.hi-wayequipment.com or www.esscorp.com.

ComVest Purchases Certain Assets of TWL Corporation through Section 363 Bankruptcy Sale

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West Palm Beach, Florida, December 2008 – The ComVest Group, through ComVest Investment Partners III, LP., has made an investment in a newly formed company to acquire, through a section 363 bankruptcy sale, certain assets of TWL Corporation. The Company, based in Carrollton, Texas, provides its content to approximately 2,000 clients and owns one of the largest content libraries for training and certification. The investment represents an opportunity to partner with Norm Willox, who for over five years was the Chief Business Officer of LexisNexis Risk Information and Analytics and was most recently Chief Executive Officer of LexisNexis Special Services. Previously Mr. Willox founded and built several information technology companies in the risk management sector. During this period of time, Mr. Willox was the principal shareholder and CEO of the National Fraud Center for over ten years and a board member and officer of Riskwise International. Mr. Willox is considered a leading executive in developing and providing data / technology services for risk assessment. Mr. Willox brings a strong and experienced team of executives who he has worked with for over twenty years.

About TWL Corporation
TWL Corporation, based in Carrollton, Texas, is a technology-enabled learning and certification solutions provider for corporations, government organizations, and individuals. The company sells its content to clients to train, educate, and certify employees in the areas of state and federal regulatory compliance, ongoing job certification, continuing education and risk mitigation.

About ComVest
The ComVest Group is a leading investment firm focused on investing in middle-market companies in a debt or equity capacity. Since 1988 ComVest has invested more than $2 billion of capital in over 200 public and private companies worldwide. Through our extensive financial resources and broad network of industry experts, we are able to offer our companies total financial sponsorship, critical strategic support, and business development assistance. Our focus is centered on building industry leading companies and creating long term value for equity holders.

ComVest Invests $10 Million to Support the Continued Growth of RAVE LLC

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The ComVest Group, through its Debt Fund, ComVest Capital, has provided $10 million in financing to Rave LLC, a leading supplier of advanced process solutions to the Semiconductor and Photomask Industries. The financing was structured as a $6 million senior working capital revolver and a $4 million purchase order finance line.
About RAVE LLC
Since 2001, RAVE has been recognized as the industry leader in advanced photomask repair with products that include high-speed laser and precision nanomachining systems designed for the accurate removal of defects on >=32nm photomasks. With the introduction of the new Rhazer™ Haze Removal System, RAVE is once again pioneering another breakthrough in advanced equipment technology that is expected to bring enormous cost savings to Semiconductor wafer fabricators around the World.

ComVest Invests a Total of 20.3 million into AirTran Holdings Inc. (NYSE: AAI)

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The ComVest Group has invested $20.3 million in AirTran Holdings (NYSE: AAI), a leading low fare airline headquartered in Orlando, Florida. The investment was made in the form of a $3.5 million Convertible Term Note and $16.8 million in Common Equity. AirTran is one of the largest airlines in the United States in terms of departures and seats offered. The Company operates 87 Boeing B717s and 50 Boeing B737 aircraft offering approximately 700 scheduled flights per day to 55 locations within the United States.

ComVest Announces Final Closing on $335 Million Private Equity Fund

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The ComVest Group (“ComVest”), a leading West Pam Beach based private investment firm announced today that it has successfully raised $335 Million on behalf of ComVest Investment Partners III, L.P. (the “Partnership” or “ComVest III”). The Partnership held its final closing on May 30, 2008, with aggregate commitments totaling $335 million. The Limited Partners of ComVest III are comprised of domestic and international investors representing public and private pensions, insurance companies, fund of funds, family offices, and high net worth individuals.

To date the General Partner on behalf of ComVest III has deployed $85 Million in five transactions for the Partnership. ComVest III is focused on continuing ComVest’s expertise of making investments in small to mid size businesses that are well positioned to become industry leaders. The ComVest Group has a significant amount of investment experience within the software and technology, healthcare, aviation, transportation and logistics, and manufacturing sectors; despite a history of excellence in these sectors, the firm’s vast relationships with successful operating executives allows for effective evaluation of opportunities across a myriad of industries.

ComVest Co-founder and managing partner Michael Falk said, “ComVest pairs seasoned deal teams capable of sourcing, evaluating, and structuring transactions with an expansive network of operating partners. Together with our operating partners ComVest seeks to provide operating improvements and strategic guidance to portfolio companies. ComVest provides portfolio companies with an operating experience that enables us to invest in healthy or distressed businesses in favorable or out of favor sectors as well as across a variety of special situations”.