-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jks24q5/OwKLJzXLnrKYFZV+LGhBgYyCNXx4zRcKp4wXt/ErN5MgGRT0C+mgmJ2H O2XR+om8/GtgwjvFHBOcyg== 0000909518-07-000045.txt : 20070122 0000909518-07-000045.hdr.sgml : 20070122 20070122165554 ACCESSION NUMBER: 0000909518-07-000045 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20070122 DATE AS OF CHANGE: 20070122 GROUP MEMBERS: BENTO, E. JOSEPH GROUP MEMBERS: FAVATI, VITTORIO GROUP MEMBERS: TALLEY, RONALD E. GROUP MEMBERS: WEIGEL, GREGORY GROUP MEMBERS: WINTERS, KEITH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EGL INC CENTRAL INDEX KEY: 0001001718 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 760094895 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49709 FILM NUMBER: 07543904 BUSINESS ADDRESS: STREET 1: 15340 VICKERY DR CITY: HOUSTON STATE: TX ZIP: 77032 BUSINESS PHONE: 2816183100 MAIL ADDRESS: STREET 1: 15350 VICKERY DR STREET 2: SUITE 510 CITY: HOUSTON STATE: TX ZIP: 77032 FORMER COMPANY: FORMER CONFORMED NAME: EAGLE USA AIRFREIGHT INC DATE OF NAME CHANGE: 19951002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRANE JAMES R CENTRAL INDEX KEY: 0001007833 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3214 LODESTAR CITY: HOUSTON STATE: TX ZIP: 77032 BUSINESS PHONE: 7138210300 MAIL ADDRESS: STREET 1: JAMES R CRANE STREET 2: 3214 LODESTAR CITY: HOUSTON STATE: TX ZIP: 77032 SC 13D 1 mm01-1907_sc13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 EGL, Inc. - -------------------------------------------------------------------------------- (NAME OF ISSUER) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 268484 10 2 - -------------------------------------------------------------------------------- (CUSIP NUMBER) James Westra, Esq. Weil, Gotshal & Manges LLP 100 Federal Street 34th Floor Boston, MA 02110 (617) 772-8300 R. Jay Tabor, Esq. Weil, Gotshal & Manges LLP 200 Crescent Court Suite 300 Dallas, Texas 75201 (214) 746-7700 - -------------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) January 22, 2007 - -------------------------------------------------------------------------------- (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
- ------------------------------------------------------------------------------------------- CUSIP No. 268484 10 2 13D Page 2 of 14 - ------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: JAMES R. CRANE I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): - ------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] - ------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: PF - ------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): - ------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF UNITED STATES ORGANIZATION: - ------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 7,186,563 SHARES ---------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 3,000 OWNED BY ---------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 7,182,063 REPORTING ---------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 3,000 - ------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 7,189,563 (1) REPORTING PERSON: - ------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [__] SHARES: - ------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 17.63% - ------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - ------------------------------------------------------------------------------------------- (1) Includes 30,000 shares held by the James R. Crane Charitable Foundation, and 87,000 options fully vested or vesting by March 22, 2007, and 3,000 shares of EGL Common Stock held in separate 1,500 share joint tenancies with Crystal Crane and Jared Crane, respectively.
- ------------------------------------------------------------------------------------------- CUSIP No. 268484 10 2 13D Page 3 of 14 - ------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: E. JOSEPH BENTO I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): - ------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] - ------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: PF - ------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): - ------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF UNITED STATES ORGANIZATION: - ------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 91,469 SHARES ---------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ---------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 88,469 REPORTING ---------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - ------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 91,469 (1) REPORTING PERSON: - ------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] SHARES: - ------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.22% - ------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - ------------------------------------------------------------------------------------------- (1) Includes 79,334 options fully vested or vesting by March 22, 2007
- ------------------------------------------------------------------------------------------- CUSIP No. 268484 10 2 13D Page 4 of 14 - ------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: RONALD E. TALLEY I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): - ------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] - ------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: PF - ------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): - ------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF UNITED STATES ORGANIZATION: - ------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 27,804 SHARES ---------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ---------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 24,804 REPORTING ---------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - ------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 27,804 (1) REPORTING PERSON: - ------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] SHARES: - ------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.07% - ------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - ------------------------------------------------------------------------------------------- (1) includes 23,334 options fully vested or vesting by March 22, 2007
- ------------------------------------------------------------------------------------------- CUSIP No. 268484 10 2 13D Page 5 of 14 - ------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: GREG WEIGEL I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): - ------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] - ------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: PF - ------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): - ------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF UNITED STATES ORGANIZATION: - ------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 32,754 SHARES ---------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ---------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 31,100 REPORTING ---------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - ------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 32,754 (1) REPORTING PERSON: - ------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] SHARES: - ------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.08% - ------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - ------------------------------------------------------------------------------------------- (1) includes 30,267 options fully vested or vesting by March 22, 2007
- ------------------------------------------------------------------------------------------- CUSIP No. 268484 10 2 13D Page 6 of 14 - ------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: KEITH WINTERS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): - ------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] - ------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: PF - ------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): - ------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF UNITED STATES ORGANIZATION: - ------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 18,403 SHARES ---------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ---------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 16,903 REPORTING ---------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - ------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 18,403 (1) REPORTING PERSON: - ------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] SHARES: - ------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.05% - ------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - ------------------------------------------------------------------------------------------- (1) Includes 16,067 options fully vested or vesting by March 22, 2007
- ------------------------------------------------------------------------------------------- CUSIP No. 268484 10 2 13D Page 7 of 14 - ------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: VITTORIO FAVATI I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): - ------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] - ------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: PF - ------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): - ------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF UNITED STATES ORGANIZATION: - ------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 80,877 SHARES ---------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ---------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 77,877 REPORTING ---------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - ------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 80,877 (1) REPORTING PERSON: - ------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] SHARES: - ------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.20% - ------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - ------------------------------------------------------------------------------------------- (1) Includes 48,334 options fully vested or vesting by March 22, 2007
SCHEDULE 13D EXPLANATORY NOTES: As described in the Proposal Letter discussed in Item 4 below, the Reporting Persons, along with investment funds affiliated with General Atlantic LLC ("General Atlantic") are participants in the Proposal (as defined in Item 4). As a result of the matters described in Item 4 below, the Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act of 1934, as amended (the "Exchange Act") together with General Atlantic. As a result, the Reporting Persons may be deemed to beneficially own any shares of common stock, par value $0.001 per share, of EGL, Inc. ("EGL Common Stock") that may be beneficially owned by such persons. Each of the Reporting Persons hereby disclaim beneficial ownership of any EGL Common Stock that may be beneficially owned by the other Reporting Persons. ITEM 1. SECURITY AND ISSUER The class of equity to which this Schedule 13D relates is EGL Common Stock. EGL, Inc. (the "Issuer") is a Texas corporation with its principal executive offices located at 15350 Vickery Drive, Houston, Texas 77032. ITEM 2. IDENTITY AND BACKGROUND. (a) and (b) This Schedule 13D is being filed jointly on behalf of the following persons (collectively, the "Reporting Persons"): (1) James R. Crane ("Mr. Crane"), (2) E. Joseph Bento ("Mr. Bento"), (3) Ronald E. Talley ("Mr. Talley"), (4) Gregory Weigel ("Mr. Weigel"), (5) Keith Winters ("Mr. Winters"), and (6) Vittorio Favati ("Mr. Favati"). A Joint Filing Agreement among the Reporting Persons is attached hereto as Exhibit 7.01. The business address of each of the Reporting Persons is 15350 Vickery Drive, Houston, Texas 77032. (c) The present principal occupation of Mr. Crane is Chairman of the Board and Chief Executive Officer of the Issuer and certain of its affiliates. The present principal occupation of Mr. Bento is President of North America and Chief Marketing Officer of the Issuer and certain of its affiliates. The present principal occupation of Mr. Talley is Chief Operating Officer and President, SCG, the Select Carrier Group, of the Issuer and certain of its affiliates. The present principal occupation of Mr. Weigel is Executive Vice President, Global Transportation of the Issuer and certain of its affiliates. The present principal occupation of Mr. Winters is Executive Vice President of the Issuer and certain of its affiliates. The present principal occupation of Mr. Favati is President-International of the Issuer and certain of its affiliates. (d) and (e) During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future Page 8 of 14 violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of the Reporting Persons are United States citizens. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The shares of EGL Common Stock that each of the Reporting Persons beneficially own were acquired through open market purchases using personal or other funds, through each of such person's service as an officer, director or member of management of the Issuer or through purchases in private transactions. With respect to the proposed transaction described in Item 4 of this Schedule 13D (which Item 4 is incorporated herein by reference), the Reporting Persons estimate that the amount of funds necessary to consummate the transaction would consist of the following: (i) up to approximately $1.125 billion of debt that would be incurred in connection with the transaction as further described in Item 4 and the Proposal Letter and the Debt Financing Letters (each as defined in Item 4) and (ii) equity financing to be provided by the Reporting Persons and General Atlantic in cash or through the rollover of EGL Common Stock. The information set forth in response to this Item 3 is qualified in its entirety by reference to the Proposal Letter and the Debt Financing Letters, which are incorporated herein by reference. ITEM 4. PURPOSE OF TRANSACTION. As set forth in a letter dated January 2, 2007 (the "Proposal Letter"), Mr. Crane and General Atlantic have submitted to the Issuer's Board of Directors (the "Board of Directors") a proposal to acquire all of the outstanding EGL Common Stock (the "Proposal"), except for certain shares of EGL Common Stock held by the Reporting Persons and expected to be rolled-over in the acquisition. Each of the Reporting Persons intend to participate in the Proposal. A copy of the Proposal Letter is being filed herewith as Exhibit 7.02. The Proposal contemplates that the transaction would be effected through a merger of a new acquisition corporation to be formed by the Reporting Persons and General Atlantic ("Acquisition Corp.") with and into the Issuer. Mr. Crane intends to roll-over all of his EGL Common Stock in the acquisition. The other Reporting Persons intend to roll-over all or a substantial portion of their EGL Common Stock in the acquisition. The EGL Common Stock of the Reporting Persons that would be rolled-over in the acquisition would be contributed to a parent entity of Acquisition Corp. immediately prior to the merger in exchange for equity interests in such parent entity. All of the other EGL Common Stock (including the shares of EGL Common Stock held by the Reporting Persons and not contributed to the parent entity of Acquisition Corp. as described above) would be converted into the right to receive a cash payment equal to $36.00 per share (the "Offer Price"). If such merger is consummated, the EGL Common Stock will no longer be traded on the NASDAQ Stock Market and the registration of the EGL Common Stock under Section 12 of the Exchange Act will be terminated. The Board of Directors has formed a special committee of independent directors (the Page 9 of 14 "Special Committee") to consider the terms of the Proposal and to recommend to the Board of Directors whether to approve the Proposal. On January 2, 2007, a press release related to the Proposal was issued by Mr. Crane and General Atlantic. A copy of the press release is being filed herewith as Exhibit 7.03. To finance the Proposal, Mr. Crane and General Atlantic have received letters from Banc of America Securities LLC, Goldman Sachs Credit Partners L.P. and Merrill Lynch, Pierce, Fenner and Smith Incorporated, stating that such entities are "highly confident" that they can obtain the required debt financing (the "Debt Financing Letters"). Copies of the Debt Financing Letters were furnished to the Board of Directors in connection with the Proposal and are being filed herewith as Exhibit 7.04, Exhibit 7.05 and Exhibit 7.06. The equity financing for the transaction would be provided by the Reporting Persons and General Atlantic through cash investment or the roll-over of EGL Common Stock. The Reporting Persons expect that executed debt and equity commitment letters will be delivered from their financing sources prior to the execution of definitive agreements related to the proposed merger. Except as otherwise provided herein, with respect to the Proposal or any matters related thereto, the Reporting Persons' intent is to be purchasers of shares of EGL Common Stock of the Issuer not already owned by them and not sellers of shares of EGL Common Stock owned by them. The foregoing is a summary of the Proposal and should not be construed as an offer to purchase shares of EGL Common Stock. A proxy statement will be distributed to shareholders of the Issuer if and when definitive documentation is entered into by the Issuer and all other appropriate parties. Shareholders should read the Issuer's proxy statement and other relevant documents regarding the Proposal filed with the SEC when they become available because they will contain important information relevant to the decision to approve the proposed merger. Shareholders will be able to receive these documents (when they become available), as well as other documents filed by the Reporting Persons or their respective affiliates with respect to the Proposal and the proposed merger, free of charge at the SEC's web site, www.sec.gov. Other than as set forth herein or in the Proposal Letter and the Debt Financing Letters, the Reporting Persons have no plans or proposals that relate to or would result in any of the events set forth in Items 4(a) through (j) of Schedule 13D. However, if the Proposal is not consummated for any reason, the Reporting Persons intend to review continuously the Issuer's business affairs, capital needs and general industry and economic conditions, and, based on such review, the Reporting Persons may, from time to time, determine to increase their respective ownership of EGL Common Stock, approve an extraordinary corporate transaction with regard to the Issuer or engage in any of the events set forth in Items 4(a) through (j) of Schedule 13D, but, except as otherwise provided herein, the Reporting Persons currently have no intention of selling any shares of EGL Common Stock. No guarantees can be given that the proposed merger will be consummated. No binding obligation on the part of the Issuer or any of the Reporting Persons or General Atlantic shall arise with respect to the proposed merger unless and until mutually acceptable definitive documentation has been executed and delivered. Page 10 of 14 The information set forth in response to this Item 4 is qualified in its entirety by reference to the Proposal Letter and the Debt Financing Letters, which are incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b) The respective percentages set forth below are based on 40,704,192 shares of EGL Common Stock outstanding as of January 10, 2007 and the respective options beneficially held by each Reporting Person, as appropriate. By virtue of the relationships among the Reporting Persons described herein, the Reporting Persons may be deemed to constitute a "group" within the meaning of Rule 13d-5(b) under the Exchange Act. As a member of a group, each Reporting Person may be deemed to beneficially own the EGL Common Stock beneficially owned by the members of the group as a whole. As of January 22, 2007, the Reporting Persons beneficially owned in the aggregate 7,440,870 shares of EGL Common Stock, which represents approximately 18.15% of the outstanding EGL Common Stock, including beneficial ownership of derivative Shares of EGL Common Stock vesting by March 22, 2007. Each of the Reporting Persons expressly disclaims beneficial ownership of such shares held by any other members of such group. Mr. Crane has direct beneficial ownership of 7,189,563 shares of EGL Common Stock. This number includes the following: (i) options to purchase 87,000 shares currently exercisable or exercisable within 60 days of January 22, 2007; (ii) 30,000 shares of EGL Common Stock Mr. Crane beneficially owns as a result of his affiliation with the James R. Crane Charitable Foundation; (iii) 4,500 shares of EGL Common Stock that carry a disposition restriction; and (iv) 3,000 shares of EGL Common Stock held in separate 1,500 share joint tenancies with Crystal Crane and Jared Crane, respectively. Mr. Crane disclaims any and all beneficial or pecuniary interests in such 33,000 shares described in (ii) and (iv) above. Altogether, these 124,500 shares, together with the 7,065,063 shares of unrestricted EGL Common Stock for which Mr. Crane has direct beneficial ownership, total 7,189,563 shares and represent approximately 17.63% of the outstanding EGL Common Stock. Mr. Bento has direct beneficial ownership of 91,469 shares of EGL Common Stock, which represents approximately 0.22% of the outstanding EGL Common Stock. The aggregate number set forth above includes: (i) options to purchase 79,334 shares currently exercisable or exercisable within 60 days of January 22, 2007; and (ii) 3,000 shares of EGL Common Stock that carry a disposition restriction. Mr. Talley has direct beneficial ownership of 27,804 shares of EGL Common Stock, which represents approximately 0.07% of the outstanding EGL Common Stock. The aggregate number set forth above includes: (i) options to purchase 23,334 shares currently exercisable or exercisable within 60 days of January 22, 2007; and (ii) 3,000 shares of EGL Common Stock that carry a disposition restriction. Mr. Weigel has direct beneficial ownership of 32,754 shares of EGL Common Stock, which represents approximately 0.08% of the outstanding EGL Common Stock. The aggregate number set forth above includes: (i) options to purchase 30,267 Page 11 of 14 shares currently exercisable or exercisable within 60 days of January 22, 2007; (ii) 1,654 shares of EGL Common Stock that carry a disposition restriction. Mr. Winters has direct beneficial ownership of 18,403 shares of EGL Common Stock, which represents approximately 0.05% of the outstanding EGL Common Stock. The aggregate number set forth above includes: (i) options to purchase 16,067 shares currently exercisable or exercisable within 60 days of January 22, 2007; (ii) 1,500 shares of EGL Common Stock that carry a disposition restriction. Mr. Favati has direct beneficial ownership of 80,877 shares of EGL Common Stock, which represents approximately 0.20% of the outstanding EGL Common Stock. The aggregate number set forth above includes: (i) options to purchase 48,334 shares currently exercisable or exercisable within 60 days of January 22, 2007; (ii) 3,000 shares of EGL Common Stock that carry a disposition restriction. The Cover Pages of this Schedule 13D are incorporated herein by reference. (c) Except as set forth herein, the Reporting Persons have not effected any transactions in EGL Common Stock in the past 60 days. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Items 3 and 4 of this Schedule 13D are incorporated herein by reference. The information set forth in response to this Item 6 is qualified in its entirety by reference to the Proposal Letter and the Debt Financing Letters, which are incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 7.01. Joint Filing Agreement by and among the Reporting Persons, dated as of January 22, 2007. Exhibit 7.02. Proposal Letter to the Board of Directors of EGL, Inc., dated January 2, 2007. Exhibit 7.03. Press Release, dated January 2, 2007. Exhibit 7.04 Debt Financing Highly Confident Letter, dated January 1, 2007, from Banc of America Securities LLC. Exhibit 7.05 Debt Financing Highly Confident Letter, dated January 1, 2007, from Goldman Sachs Credit Partners L.P. Page 12 of 14 Exhibit 7.06 Debt Financing Highly Confident Letter, dated December 28, 2006, from Merrill Lynch, Pierce, Fenner & Smith Incorporated. Page 13 of 14 Signatures After reasonable inquiry and to the best knowledge and belief of each of the undersigned, such person certifies that the information set forth in this Schedule 13D with respect to such person is true, complete and correct. Dated: January 22, 2007 /s/ JAMES R. CRANE ------------------------------------- JAMES R. CRANE /s/ E. JOSEPH BENTO ------------------------------------- E. JOSEPH BENTO /s/ RONALD E. TALLEY ------------------------------------- RONALD E. TALLEY /s/ GREGORY WEIGEL ------------------------------------- GREGORY WEIGEL /s/ KEITH WINTERS ------------------------------------- KEITH WINTERS /s/ VITTORIO FAVATI ------------------------------------- VITTORIO FAVATI EX-99 2 mm01-1907_sc13de701.txt EX. 7.01 EXHIBIT 7.01 ------------ JOINT FILING AGREEMENT This Agreement is made this 22nd day of January, 2007, by and between each of the undersigned. WHEREAS, each of the undersigned is required to file a Schedule 13D with respect to ownership of securities in EGL, Inc.; NOW, THEREFORE, the undersigned agree to file only one Schedule 13D reflecting their combined beneficial ownership of securities in EGL, Inc., and each of the undersigned hereby designates and appoints James R. Crane and Margaret Barradas as his attorney-in-fact with full power of substitution for each of them to sign, file and make any amendments to such Schedule 13D. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. [Signature Pages Follow.] IN WITNESS WHEREOF, each of the undersigned has executed this Joint Filing Agreement as of the date first written above. /s/ JAMES R. CRANE ------------------------------------- JAMES R. CRANE /s/ E. JOSEPH BENTO ------------------------------------- E. JOSEPH BENTO /s/ RONALD E. TALLEY ------------------------------------- RONALD E. TALLEY /s/ GREGORY WEIGEL ------------------------------------- GREGORY WEIGEL /s/ KEITH WINTERS ------------------------------------- KEITH WINTERS /s/ VITTORIO FAVATI ------------------------------------- VITTORIO FAVATI EX-99 3 mm01-1907_sc13de702.txt EX. 7.02 EXHIBIT 7.02 ------------ January 2, 2007 Board of Directors EGL, Inc. 15350 Vickery Drive Houston, TX 77032 Ladies and Gentlemen: I, together with investment funds affiliated with General Atlantic LLC ("General Atlantic") am pleased to propose to acquire by merger for a purchase price of $36 in cash per share all of the outstanding Common Stock of EGL, Inc. (the "Company"). Our proposal would provide a substantial premium of 21% over Friday's closing price for all of the Company's public stockholders. I and members of the Company's senior management would participate in the proposed transaction by making a significant equity investment as well as continuing in our officer positions with the Company following the transaction. I would continue as Chairman and CEO following the transaction, and we also expect that the Company's key senior management team would remain in place. We clearly anticipate continuing to run the business in accordance with our current practice and maintaining the Company's valuable employee base, which we view as one of its most important assets. The transaction would be financed through a combination of equity from investment funds affiliated with General Atlantic and equity investments by myself and members of our senior management team and approximately $1.125 billion of debt financing to be arranged by senior lending sources. We have received "highly confident" letters from Bank of America Securities LLC, Goldman Sachs Credit Partners L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated stating that they are highly confident of raising the $1.125 billion of debt financing necessary to complete the transaction. Copies of these letters are enclosed for your interest. We anticipate that you will establish a special committee of independent directors authorized to retain independent financial and legal advisors (the "Special Committee") to consider our proposal. To facilitate that review, we intend to provide shortly equity and debt commitment letters for amounts necessary to effect the transaction and a proposed merger agreement that we would be prepared to enter into. We are prepared to move very quickly to finalize the definitive transaction and related documents. We believe that we offer a high degree of closing certainty and that we are well positioned to negotiate and complete the transaction in an expedited manner. We are preparing a draft merger agreement that we will provide to you shortly. We do not anticipate that any regulatory approvals will be impediments to closing. Of course, no binding obligation on the part of the undersigned General Atlantic or the Company shall arise with respect to the proposal or any transaction unless or until a definitive merger agreement is satisfactory to all parties and recommended by the Special Committee and approved by the Board of Directors and is executed and delivered. Our entire team looks forward to working with the special committee and its legal and financial advisors to complete a transaction that is attractive to the Company's public shareholders. Should you have any questions, please contact us. Sincerely, /s/ James R. Crane --------------------------- James R. Crane GENERAL ATLANTIC LLC By: /s/ Mark Dzialga ------------------------ Name: Mark Dzialga -------------------- Title: Managing Director -------------------- EX-99 4 mm01-1907_sc13de703.txt EX. 7.03 EXHIBIT 7.03 ------------ EGL [Logo] Eagle Global Logistics World Headquarters 15350 Vickery Drive Houston, TX 77032 Mike Slaughter Vice President Finance 281-618-3428 NEWS RELEASE - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE TUESDAY JANUARY 2, 2007 EGL, INC. ANNOUNCES RECEIPT OF "GOING PRIVATE" PROPOSAL AT $36.00 PER SHARE HOUSTON, JANUARY 2, 2007 - EGL, INC. (NASDAQ: EAGL) today announced that its board of directors has received a letter from James R. Crane, the Company's largest shareholder, Chief Executive Officer and Chairman of the Board and General Atlantic LLC, that he and General Atlantic LLC propose to acquire all of the outstanding equity interests of the Company for $36.00 per share in cash. A copy of the text of the proposal letter is set forth below in this press release. Mr. Crane presently beneficially owns approximately 18% of the Company's outstanding common stock. The Company's Board of Directors has formed a Special Committee of independent directors to review and evaluate the proposal, consistent with its fiduciary duties. The committee has engaged independent legal counsel and will engage independent financial advisors to assist it with its work. The Board of Directors cautions the Company's stockholders and others considering trading in its securities that it has only received the proposal and that no decisions have been made by the Board of Directors with respect to the Company's response to the proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated. The Company and its dedicated employees remain focused on our customers and business as usual, delivering superior service to our customers and creating value for our shareholders. ------------------- Founded in 1984, Houston-based EGL, Inc. operates under the name EGL Eagle Global Logistics. EGL is a leading global transportation, supply chain management and information services company dedicated to providing superior flexibility and fewer shipping restrictions on a price competitive basis. With 2005 revenues of $3.1 billion, EGL's services include air and ocean freight forwarding, customs brokerage, local pickup and delivery service, materials management, warehousing, trade facilitation and procurement, and integrated logistics and supply chain management services. The company's shares are traded on the NASDAQ Global Select Market under the symbol "EAGL". ------------------- CAUTIONARY STATEMENTS The statements in this press release (and statements in the conference call referred to above) regarding projected revenue growth, profitability and earnings per share (including guidance), capital expenditure levels, growth opportunities, yield improvement, increased efficiencies, improvements in operating and financial systems, effective tax rates, our ability to pass-through fuel costs, expected insurance recoveries, stock repurchases, the results of government investigations and other statements that are not historical facts, are forward looking statements. These statements involve risks and uncertainties including, but not limited to, our ability to manage and continue growth, risks associated with operating in international markets, events impacting the volume of international trade, our ability to comply with rules relating to the performance of U.S. government contracts, fuel shortages and price volatility of fuel, seasonal trends in our business, currency devaluations and fluctuations in foreign markets, our effective income tax rate, our ability to upgrade our information technology systems, protecting our intellectual property rights, heightened global security measures, availability of cargo space, increases in the prices charged by our suppliers, competition in the freight industry and our ability to maintain market share, material weaknesses within our internal controls, control by and dependence on our founder, liability for loss or damage to goods, the results of litigation, exposure to fines and penalties if our owner/operators are deemed to be employees, failure to comply with environmental, health and safety, and criminal laws and regulations and governmental permit and licensing requirements, laws and regulations that decrease our ability to change our charter and bylaws, the impact of goodwill impairments, the successful deployment of our global IT infrastructure, estimated expenses associated with stock option practices and other factors detailed in the company's Annual Reports on Form 10-K and other filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize (or the consequences of such a development worsen), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. The company disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise. A copy of the letter received from Mr. Crane and General Atlantic LLC is as follows: JAMES R. CRANE 15350 VICKERY DRIVE HOUSTON, TX 77032 January 2, 2007 Board of Directors EGL, Inc. 15350 Vickery Drive Houston, TX 77032 Gentlemen: I, together with investment funds affiliated with General Atlantic LLC ("General Atlantic") am pleased to propose to acquire by merger for a purchase price of $36 in cash per share all of the outstanding Common Stock of EGL, Inc. (the "Company"). Our proposal would provide a substantial premium of 21% over Friday's closing price for all of the Company's public stockholders. I and members of the Company's senior management would participate in the proposed transaction by making a significant equity investment as well as continuing in our officer positions with the Company following the transaction. I would continue as Chairman and CEO following the transaction, and we also expect that the Company's key senior management team would remain in place. We clearly anticipate continuing to run the business in accordance with our current practice and maintaining the Company's valuable employee base, which we view as one of its most important assets. The transaction would be financed through a combination of equity from investment funds affiliated with General Atlantic and equity investments by myself and members of our senior management team and approximately $1.125 billion of debt financing to be arranged by senior lending sources. We have received "highly confident" letters from Bank of America Securities LLC, Goldman Sachs Credit Partners L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated stating that they are highly confident of raising the $1.125 billion of debt financing necessary to complete the transaction. Copies of these letters are enclosed for your interest. We anticipate that you will establish a special committee of independent directors authorized to retain independent financial and legal advisors (the "Special Committee") to consider our proposal. To facilitate that review, we intend to provide shortly equity and debt commitment letters for amounts necessary to effect the transaction and a proposed merger agreement that we would be prepared to enter into. We are prepared to move very quickly to finalize the definitive transaction and related documents. We believe that we offer a high degree of closing certainty and that we are well positioned to negotiate and complete the transaction in an expedited manner. We are preparing a draft merger agreement that we will provide to you shortly. We do not anticipate that any regulatory approvals will be impediments to closing. Of course, no binding obligation on the part of the undersigned General Atlantic or the Company shall arise with respect to the proposal or any transaction unless or until a definitive merger agreement is satisfactory to all parties and recommended by the Special Committee and approved by the Board of Directors and is executed and delivered. Our entire team looks forward to working with the special committee and its legal and financial advisors to complete a transaction that is attractive to the Company's public shareholders. Should you have any questions, please contact us. Sincerely, --------------------------- James R. Crane GENERAL ATLANTIC LLC By: -------------------------------------------- Name: ------------------------------------------ Title: ----------------------------------------- EX-99 5 mm01-1907_sc13de704.txt EX. 7.04 EXHIBIT 7.04 ------------ BANC OF AMERICA SECURITIES LLC 214 NORTH TRYON STREET CHARLOTTE, NC 28255 January 1, 2007 EGL, Inc. Attention: Mr. Jim Crane 15350 Vickery Drive Houston, TX 77032 General Atlantic, LLC 3 Pickwick Plaza, Suite 200 Greenwich, CT 06830 HIGHLY CONFIDENT LETTER Ladies and Gentlemen: You have advised Bank of America, N.A. ("BANK OF AMERICA") and Banc of America Securities LLC ("BAS") that you and certain members of management of EGL, Inc., a public corporation organized under the laws of the State of Texas (the "COMPANY") have formed a corporation or limited liability company that intends to acquire (the "ACQUISITION") all of the stock of the Company. You have further advised us that you propose to finance the Acquisition and the costs and expenses related to the Acquisition with a revolving credit facility and/or term loan facilities (the "FACILITIES"). You have also advised Bank of America and BAS that you intend to finance the Acquisition, costs and expenses related to the Transaction (as hereinafter defined) and the ongoing working capital and other general corporate purposes of the Company and its subsidiaries after consummation of the Acquisition from the following sources (and that no financing other than the financing described herein will be required in connection with the Transaction): (a) at least $537 million of common equity will be contributed in the form of cash and roll-over equity (the "EQUITY CONTRIBUTION"), (b) up to $1 billion in senior secured first lien credit facilities (the "FIRST LIEN FACILITIES") of the Borrower (as defined in the Summary of Terms), comprised of (i) a term loan B facility aggregating up to $900 million and (ii) a revolving credit facility of up to $100 million, and (d) up to $240 million in a senior secured second lien term loan facility (the "SECOND LIEN FACILITY"; together with the First Lien Facilities, the "Facilities") of the Borrower. The Acquisition, the Equity Contribution, the entering into and funding of the First Lien Facilities and the Second Lien Facility and all related transactions are hereinafter collectively referred to as the "TRANSACTION." We are pleased to inform you that, based upon (and subject to) our understanding of the Acquisition and current market conditions and subject to the conditions set forth below, we are highly confident of our ability as sole lead arranger, to arrange and syndicate the fully underwritten Facilities in connection with the Acquisition. The structure, interest rate, covenants and terms of, and the documentation for the Facilities will be based on market conditions at the time of the arrangement and syndication of the Facilities, and on the structure and January 1, 2007 Page 2 documentation of the Acquisition and all the financing thereof. We have attached an indicative term sheet for the Facilities and a pro forma capitalization for your review. Our confidence in our ability to arrange and syndicate the Facilities is subject to: (i) the principal economic terms and structure of the Acquisition and the related financing components being on the terms as described to BAS on the date hereof with such other terms and conditions acceptable to BAS and the execution of documentation relating thereto satisfactory in form and substance to BAS, and the Acquisition having been consummated; (ii) BAS and its representatives being satisfied with the results of their continuing legal due diligence (it being confirmed that BAS is satisfied with the diligence completed to date and expect to do only limited additional legal diligence); (iii) the receipt of all required governmental, regulatory or third party approvals or consents in connection with the Acquisition; (iv) the completion, to the satisfaction of BAS, of an offering memorandum or prospectus and your cooperation with respect to the syndication of the Facilities; (v) the availability of pro forma financial statements and projections satisfactory to BAS of the Company and its subsidiaries assuming consummation of the Acquisition; (vi) there not having occurred any change or development that either individually or in the aggregate could reasonably be expected to have a material adverse effect on the business, operations, assets, properties, liabilities (actual and contingent), results of operations, condition (financial or otherwise) or prospects of the Company and its subsidiaries, in each case taken as a whole. This letter is not intended to be and should not be construed as (or relied upon as) an offer or commitment by BAS or any of its affiliates with respect to the extension of credit or the underwriting, sale, arrangement or placement of the Facilities and creates no obligations or liability on our part or your part, or on the part of any of our respective affiliates, in connection therewith. Obtaining financing for the Acquisition is inherently subject to uncertainties and contingencies beyond our control; accordingly there can be no assurance that the arrangement of the Facilities will in fact be accomplished. Except as otherwise required by law or unless BAS has otherwise consented in writing, you are not authorized to show or circulate this letter to any other person or entity (other than your advisors and to the Company, its board of directors and its advisors with a need to know). Nothing herein, express or implied, is intended or shall confer upon any third party any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this letter. Very truly yours, BANC OF AMERICA SECURITIES LLC By: /s/ Steven Dixon -------------------------- Steven Dixon Vice President EX-99 6 mm01-1907_sc13de705.txt EX. 7.05 EXHIBIT 7.05 ------------ GOLDMAN SACHS CREDIT PARTNERS L.P. 85 BROAD STREET NEW YORK, NEW YORK 10004 PERSONAL AND CONFIDENTIAL - ------------------------- January 1, 2007 EGL, Inc. 15350 Vickery Drive Houston, TX 77032 Attention: Mr. James Crane NewCo c/o General Atlantic, LLC Three Pickwick Plaza, Suite 200 Greenwich, CT 06830 Attention: Mr. Brett Rochkind Ladies and Gentlemen: You have advised Goldman Sachs Credit Partners L.P. ("GSCP") that General Atlantic, LLC (the "Sponsor") and James Crane intend, through NewCo, an entity to be formed by the Sponsor and James Crane to effect the Acquisition (as defined below) ("NewCo" and, together with the Sponsor and James Crane, the "Company"), to submit a proposal to acquire (the "Acquisition") all or substantially all of the outstanding stock of EGL, Inc. (together with its subsidiaries, the "Acquired Business"). You have advised us that the Acquisition will be financed from a combination of equity contributed by the Sponsor in cash and the rollover and/or purchase of equity by certain members of management of the Acquired Business (the "Equity Contribution") and funded indebtedness of approximately $1,150.0 million to be incurred by the Acquired Business under one or more senior secured credit facilities (together, the "Credit Facility"). You have consulted with GSCP concerning the structuring and syndication of the Credit Facility. In connection with this letter, we have relied without independent verification upon the accuracy and completeness of all of the financial, accounting, tax and other information reviewed by us for purposes of this letter. Based on the information that you have provided to us to date and publicly available information, our analysis of the current market for loans and securities issued by entities engaged in the freight forwarding industry and assuming satisfactory market conditions for new issuances of bank loans in the loan syndication market, and subject to the immediately succeeding paragraph and such other matters as we consider relevant, we are pleased to inform you that, as of the date hereof, we are highly confident that as sole lead arranger, sole bookrunner and sole syndication agent, the structuring and syndication of the Credit Facility can be accomplished by GSCP, as part of the financing for the Acquisition as described above. We are also pleased to inform you that we have received the appropriate internal approvals to issue this letter to you. Our ability to consummate the structuring and syndication of the Credit Facility is subject to satisfaction of conditions customary for financings of the type contemplated hereby or otherwise deemed appropriate by GSCP for this transaction, including, without limitation, (i) the satisfactory completion of January 1, 2007 Page 2 our due diligence investigation with respect to the Company and the Acquired Business, including but not limited to our due diligence investigation regarding any related-party transactions involving the Company or the Acquired Business and such due diligence investigation not disclosing any facts that would alter our current view with respect to any aspect of either of the Company or the Acquired Business (it being understood that we are satisfied with our due diligence investigation that we have completed to date), (ii) our satisfaction with the corporate governance procedures of the Acquired Business and the ownership and corporate and capital structure of the Acquired Business on a pro forma basis giving effect to the Acquisition and (iii) our having reasonable time to market the Credit Facility with the assistance of management of the Company and the Acquired Business. Obtaining financing for the Acquisition is inherently subject to uncertainties and contingencies beyond our control; accordingly, this letter is not a commitment to place, purchase or provide any loans under the Credit Facility, and there can be no assurance that the structuring and syndication of the Credit Facility will in fact be accomplished. Any such commitment would be subject to (i) receipt of internal GSCP committee approvals, (ii) the terms and conditions of the Credit Facility and all related documentation with respect to the Credit Facility and the structuring and syndication thereof, being executed and delivered and reasonably satisfactory in form and substance to GSCP (iii) the terms and conditions of the Acquisition (including purchase prices and the receipt of necessary governmental, regulatory or other third party consents and approvals), the Equity Contribution (including aggregate amount) and all related documentation being in form and substance reasonably satisfactory to GSCP and (iv) satisfaction of other conditions customary for financings of the type contemplated hereby or otherwise deemed appropriate by GSCP for this transaction. The structure, covenants and terms of the Credit Facility will be determined by GSCP, in consultation with the Company, based on market conditions at the time of the sale and placement or syndication and on the structure and documentation of the Acquisition. This letter and any written or oral advice provided by us are exclusively for your information and assistance in evaluating the financing of the Acquisition and may not be used, circulated, quoted or otherwise referred to with any other person or for any other purpose; nor is this letter or any such advice to be filed with, included in or referred to in whole or in part in any registration statement, proxy statement or any other document, except in each case in accordance with the prior written consent of GSCP. Notwithstanding the foregoing, (a) this letter may be shown to the Seller (including the members of its Board of Directors and any Special Committee thereof), and (b) this letter may be included with any filing made by the Seller with the Securities and Exchange Commission in accordance with applicable law. In addition, please note that GSCP does not provide accounting, tax or legal advice. January 1, 2007 Page 3 Very truly yours, Goldman Sachs Credit Partners L.P. By: /s/ Bruce Mendelsohn -------------------------- Authorized Signatory EX-99 7 mm01-1907_sc13de706.txt EX. 7.06 EXHIBIT 7.06 ------------ MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED [Merrill Lynch Logo] 4 World Financial Center 250 Vesey Street New York, NY 10080 December 28, 2006 James Crane 15350 Vickery Drive Houston, TX 77032 General Atlantic LLC Three Pickwick Plaza Greenwich, CT Attention: Mr. Mark Dzialga RE: PROJECT TALON -- HIGHLY CONFIDENT LETTER Ladies and Gentlemen: You have advised Merrill Lynch, Pierce, Fenner & Smith Incorporated ("ML" or "we" or "us") that you, James Crane and General Atlantic LLC. ("General Atlantic") (collectively, the "Acquirors"), intend to submit a proposal to acquire, subject to receipt of all Board of Directors and shareholder approvals required under applicable law (the "Acquisition"), 100% of the capital stock of a company identified to us and code named as "Talon" (the "Company"). In addition, you have advised Merrill Lynch that you intend to finance the Acquisition with: (i) $1,125 million of funded Senior Secured Debt Financing (the "Senior Debt Financing), and (ii) an equity contribution of no less than 30% of total purchase price which will constitute of rollover equity by James Crane and certain management and new cash equity by General Atlantic (all amounts to be mutally agreed upon by you and us). The proceeds will be used to finance the acquisition, repay existing indebtedness in principal amount of $195.8 million at the Company, and to pay related fees and expenses. For purposes of this letter, "Merrill" means ML and its affiliates as may be appropriate to consummate the transactions contemplated herein. The Acquisition, the debt financings, and certain related transactions, are hereinafter referred to collectively as the "Transaction." We further understand that the precise structure for the Acquisition will be under continuing consideration, may vary from the foregoing, and will be subject to our mutual agreement. In evaluating the Transaction, pursuant to your request, we have to date reviewed only materials provided by the Acquirors. We have assumed and relied, without assuming any responsibility for independent verification, upon both the accuracy and completeness of all the financial, accounting, regulatory, tax and other information regarding the Transaction and the providers of the financing (other than the Senior Debt Financing) that you have provided to us for the purpose of this letter. We are pleased to inform you, based on current conditions, the information set forth above and such other matters as we consider relevant and subject to the terms and conditions of this letter, that as of the date hereof we are highly confident of our ability, acting as sole book-runner and arranger, to structure and syndicate, as applicable, the Senior Debt Financing. Actual underwriting or arrangement of the Senior Debt Financing would be subject to customary conditions for transactions of this type, including, among other things (a) the satisfactory completion of our due diligence review regarding Talon and the Transaction (it being confirmed that we are satisfied with the diligence we have conducted to date and expect to do only limited additional legal diligence); (b) documentation for each element of the Transaction satisfactory to us; (c) the receipt of both Corporate and Senior Debt Financing ratings from Moody's and Standard & Poor's and (d) determination of the components and structure of the Senior Debt Financing prior to arrangement thereof. This letter is not intended to be, and shall not constitute, a commitment or undertaking by Merrill to provide, arrange, place or sell any portion of the financing described herein, including any of the Senior Debt Financing, and any such commitment would be subject to completion of due diligence, including as to legal, business and structural matters, and other customary conditions. You agree that this letter is for your confidential use only and that neither its existence nor its terms may be disclosed by it to any person other than the Company and its and your officers, directors, accountants, attorneys and other advisors, agents and representatives who need to know in connection with the Transaction and on the extent required by applicable law, in the opinion of you counsel after consultation with us. In no event shall we be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). In addition, please note that we do not provide, and nothing herein shall be construed to be, accounting, tax or legal advice. This letter shall be governed by, and construed in accordance with, the laws of the State of New York (without regard to principles of conflicts of law). We are excited about the opportunity to work with you and look forward to expeditiously proceeding with the Transaction. Very truly yours, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/David B. Stith ------------------------------- David B. Stith Managing Director Investment Banking Group 2 -----END PRIVACY-ENHANCED MESSAGE-----