-----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, TLQ7cM5sYphWwDfkKeYcI1mOP22tREeifghtORsquN8il1kG+/+WWOigFeLwyxY6 uzu2+tGMGI00z4Yw8NfABA== 0000902664-05-002298.txt : 20051130 0000902664-05-002298.hdr.sgml : 20051130 20051130145833 ACCESSION NUMBER: 0000902664-05-002298 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20051130 DATE AS OF CHANGE: 20051130 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRG SCHULTZ INTERNATIONAL INC CENTRAL INDEX KEY: 0001007330 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 582213805 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48923 FILM NUMBER: 051234176 BUSINESS ADDRESS: STREET 1: 600 GALLERIA PARKWAY STREET 2: STE 100 CITY: ATLANTA STATE: GA ZIP: 30339-5949 BUSINESS PHONE: 7707793311 MAIL ADDRESS: STREET 1: 600 GALLERIA PARKWAY STREET 2: STE 100 CITY: ATLANTA STATE: GA ZIP: 30339-5949 FORMER COMPANY: FORMER CONFORMED NAME: PROFIT RECOVERY GROUP INTERNATIONAL INC DATE OF NAME CHANGE: 19960207 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Parkcentral Capital Management, L.P. CENTRAL INDEX KEY: 0001315871 IRS NUMBER: 752945403 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2300 W. PLANO PARKWAY CITY: PLANO STATE: TX ZIP: 75075 BUSINESS PHONE: 972-535-1900 MAIL ADDRESS: STREET 1: P.O. BOX 269014 CITY: PLANO STATE: TX ZIP: 75026 SC 13D 1 sc13d.txt PEROT INVESTMENTS SC 13D - -------------------------------------------------------------------------------- SEC POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF 1746 (11-02) INFORMATION CONTAINED IN THIS FORM 1746 (11-02) ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. - -------------------------------------------------------------------------------- UNITED STATES -------------------------------- OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION -------------------------------- OMB Number: WASHINGTON, D.C. 20549 -------------------------------- Expires: -------------------------------- Estimated average burden hours per response . . . . . 11 -------------------------------- SCHEDULE 13D (AMENDMENT NO. 1) Under the Securities Exchange Act of 1934 PRG-SCHULTZ INTERNATIONAL, INC. - -------------------------------------------------------------------------------- (Name of Company) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 69357C107 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Andre Weiss, Esq. - -------------------------------------------------------------------------------- Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2431 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 28, 2005 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Schedule) 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). SCHEDULE 13D - --------------------- -------------------- CUSIP NO. 69357C107 PAGE 2 OF 7 PAGES - --------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Parkcentral Global Hub, Limited - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* See Item 3 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 2,589,793 shares issuable upon conversion of notes and payable as shares of interest under the notes (see Item 5) NUMBER OF -------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH ------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 2,589,793 share issuable upon conversion of notes and payable as shares of interest under the notes (see Item 5) ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 3,227,638 (including 3,093,669 shares issuable upon conversion of notes and payable as shares of interest under the notes (see Item 5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 4.9% (see Item 5) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- SCHEDULE 13D - --------------------- --------------------- CUSIP NO. 69357C107 PAGE 3 OF 7 PAGES - --------------------- --------------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Petrus Securities, LP - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* See Item 3 - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 637,845 (including 503,876 shares issuable upon conversion of notes and payable as shares of interest under the notes (see Item 5) NUMBER OF --------- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH --------- ------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 637,845 (including 503,876 shares issuable upon conversion of notes and payable as shares of interest under the notes (see Item 5) --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 3,227,638 (including 3,093,669 shares issuable upon conversion of notes and payable as shares of interest under the notes (see Item 5) - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% (see Item 5) - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ----------- -------------------------------------------------------------------- - --------------------- -------------------- CUSIP NO. 69357C107 PAGE 4 OF 7 PAGES - --------------------- -------------------- This Amendment No. 1 amends the Statement on Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission (the "Commission") on October 8, 2005 by Parkcentral Global Hub, Limited, a Bermuda Company ("Parkcentral") and Petrus Securities, LP, a Texas Limited Partnership ("Petrus"). This amendment to the Schedule 13D relates to the shares of Common Stock (the "Shares") of PRG-Schultz International, Inc., a Georgia corporation (the "Company"). The following amendments to the Schedule 13D are hereby made. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is hereby supplemented by the following: On November 25, 2005, the Reporting Persons and the Company executed a Confidentiality Agreement relating to the Reporting Persons membership on the ad hoc committee of holders of the Company's 4 3/4% Convertible Subordinated Notes due 2006 (the "Notes" and such committee the "Ad Hoc Committee"), which amends and supersedes the Confidentiality Agreement by and among the Reporting Persons and the Company dated October 20, 2005. A copy of the Confidentiality Agreement is attached as an exhibit hereto and incorporated into this Item 4 by reference. On November 28, 2005, the Ad Hoc Committee entered into a Commitment Letter with the Company with respect to a proposed $8 million financing facility to permit an interest payment on the Notes and to provide additional working capital to the Company (the "Commitment Letter"). A copy of the Commitment Letter is attached as an exhibit hereto and incorporated into this Item 4 by reference. Except as set forth above, the Reporting Persons have no oral or written agreements, understandings or arrangements with each other or any other person relating to acquiring, holding, voting or disposing of any securities of the Company or otherwise with respect to the Company. Although the foregoing represents the range of activities presently contemplated by the Reporting persons with respect to the Company, it should be noted that the possible activities of the Reporting persons are subject to change at any time. Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. Subject to the Commitment Letter, the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY. The Commitment Letter and the Confidentiality Agreement are incorporated by reference into this Item 6. - --------------------- -------------------- CUSIP NO. 69357C107 PAGE 5 OF 7 PAGES - --------------------- -------------------- ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Joint Filing Agreement dated November 30, 2005. 2. Confidentiality Agreement dated November 25, 2005, among the Reporting Persons and the Company. 3. Commitment Letter, dated November 28, 2005 among the Reporting Persons and the Company. - --------------------- -------------------- CUSIP NO. 69357C107 PAGE 6 OF 7 PAGES - --------------------- -------------------- SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 30, 2005 PARKCENTRAL GLOBAL HUB LIMITED By: /S/ DAVID RADUNSKY ------------------ Name: David Radunsky Title: Chief Operating Officer Parkcentral Capital Management, L.P. Advisor to Parkcentral Global Hub Limited PETRUS SECURITIES, LP By: /S/ DAVID RADUNSKY ------------------ Name: David Radunsky Title: Chief Operating Officer - --------------------- -------------------- CUSIP NO. 69357C107 PAGE 7 OF 7 PAGES - --------------------- -------------------- EXHIBIT INDEX 1. Joint Filing Agreement dated November 30, 2005. 2. Confidentiality Agreement dated November 25, 2005, among the Reporting Persons and the Company. 3. Commitment Letter, dated November 28, 2005 among the Reporting Persons and the Company. EX-99 2 exhibit991.txt EXHIBIT 1-JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party. Dated as of November 30, 2005 PARKCENTRAL GLOBAL HUB LIMITED By: /s/ DAVID RADUNSKY --------------------- Name: David Radunsky Title: Chief Operating Officer Parkcentral Capital Management, L.P. Advisor to Parkcentral Global Hub Limited PETRUS SECURITIES, LP By: /s/ DAVID RADUNSKY ------------------------- Name: David Radunsky Title: Chief Operating Officer EX-99 3 exhibit992.txt EXHIBIT 2- CONFIDENTIALITY AGREEMENT EXHIBIT 2 STRICTLY CONFIDENTIAL November 25, 2005 Perot Investments, Inc. 2300 West Plano Parkway Plano, Texas 75075 Ladies and Gentlemen: PRG-Schultz International, Inc. (together with all of its affiliates, the "Company") and Perot Investments, Inc. are currently parties to that certain confidentiality agreement, dated October 26, 2005 (the "Confidentiality Agreement") pertaining to the Company's provision of Evaluation Material (as defined herein) to you and other members of the ad hoc committee of holders of the Company's 4 3/4% Convertible Subordinated Notes due 2006 (the "Notes" and such committee, the "Ad Hoc Noteholders Committee") for use in connection with discussions between the Company and the Ad Hoc Noteholders Committee regarding a possible transaction (a "Possible Transaction") involving the restructuring of the Notes. The purpose of this letter is to memorialize the amendments to the Confidentiality Agreement as set forth herein. CONFIDENTIALITY OF EVALUATION MATERIALS: As a condition to your being furnished with such information, you agree to treat any information concerning the Company furnished to you by or on behalf of the Company after October 26, 2005 and regardless of the manner in which it is furnished, together with analyses, compilations, studies or other documents or records prepared by you or any of your directors, officers, employees, affiliates, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers, financial advisors and any representatives of your advisors) (collectively, "Representatives") to the extent that such analyses, compilations, studies, documents or records contain or otherwise reflect or are generated from such information (hereinafter collectively referred to as the "Evaluation Material"), in accordance with the provisions of this agreement. The term "Evaluation Material" does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by you or your Representatives in violation of this agreement, (ii) was or becomes available to you on a non-confidential basis from a source other than the Company or its advisors provided that such source is not known to you to be bound by a confidentiality agreement with the Company or otherwise not known to you to be prohibited from transmitting the information to you by a contractual, legal or fiduciary obligation, (iii) was within your possession prior to its being furnished to you by or on behalf of the Company, provided that the source of such information was not known to you to be bound by a confidentiality agreement with the Company or otherwise not known to you to be prohibited from transmitting the information to you by a contractual, legal or fiduciary obligation, or (iv) was independently developed by you using information that is not known to otherwise constitute Evaluation Material. Any combination of information shall not be deemed to be within the foregoing exceptions because individual features of the information are in the public domain. RESTRICTIONS ON DISCLOSURE AND USE: You agree that the Evaluation Material will be used solely for the purpose of evaluating and/or participating in a Possible Transaction, and not used for any other purpose, and that such Evaluation Material will be kept confidential by you and your Representatives; provided, however, that (a) such Evaluation Material may be disclosed to your Representatives who need to know such information for the purpose of evaluating any such Possible Transaction (it being understood that such Representatives shall have been informed by you of the confidential and proprietary nature of the Evaluation Material and shall have been advised by you of this agreement and whom you shall cause to comply with the provisions hereof), and (b) any disclosure of such Evaluation Material may be made to which the Company consents in writing prior to disclosure. In any event, you shall be responsible for any breach of this agreement by any of your Representatives and you agree, at your sole expense, to take all reasonable measures (including but not limited to court proceedings) to restrain your Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. You further agree that the Evaluation Material that is in written form shall not be copied or reproduced at any time without the prior written consent of the Company, except for distribution to your Representatives in accordance with and subject to the provisions of this agreement. You acknowledge that you are aware, and will advise each of your Representatives who is informed as to the matters that are the subject of this agreement, that the securities laws of the United States prohibit any person who or that has received from an issuer of securities material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. In addition, except as required by any applicable law, rule or regulation, without the prior written consent of the Company, you will not, and will direct your Representatives not to, disclose to any person other than other members of the Ad Hoc Noteholders Committee, (i) the existence of this agreement and that the Evaluation Material has been made available to you or your Representatives, (ii) that discussions or negotiations are taking place concerning a Possible Transaction between the Company and you or (iii) any terms, conditions or other facts with respect to any such Possible Transaction, including the status thereof. For these purposes, it is understood and agreed that the members of the Ad Hoc Noteholders Committee may make securities filings under Section 13(d) of the Securities Exchange Act of 1934 in which the matters set forth in clauses (i) and (ii) above may be disclosed to the extent counsel for the Ad Hoc Noteholders Committee believes such disclosure is required by law. In the event that you or your Representatives are requested or required pursuant to any applicable law, rule or regulation (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other process) to disclose any Evaluation Material or any other information regarding the existence of this agreement or discussions or negotiations concerning a Possible Transaction between the Company and you, it is agreed that you will provide the Company with prompt notice of any such request or requirement (written if practical) so that the Company may seek an appropriate protective order or waive your compliance with the provisions of this agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, you or your Representatives are legally compelled to disclose Evaluation Material, you or your Representatives may disclose only that portion of the Evaluation Material which you or your Representatives are legally compelled to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded 2 to that portion of the Evaluation Material which is being disclosed. In any event, you or your Representatives will not oppose action by the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Evaluation Material. In the event that you or your Representatives shall have complied with the provisions of this paragraph, the Company agrees that such disclosure may be made by you or your Representatives without any liability hereunder. NO WARRANTY: Subject to the terms and conditions of any definitive agreement providing for a transaction and without prejudice thereto, you understand and acknowledge that any and all information contained in the Evaluation Material is being provided without any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material, on the part of the Company. It is understood that the scope of any representations and warranties to be given by the Company will be negotiated along with other terms and conditions in arriving at a mutually acceptable form of definitive agreement should discussions between you and the Company progress to such a point. Notwithstanding anything in this agreement to the contrary, we represent and warrant that we may rightfully disclose or make available Evaluation Material to you without the violation of any contractual, legal, fiduciary or other obligation to any person. OWNERSHIP AND RETURN OF THE EVALUATION MATERIAL: All Evaluation Material disclosed by the Company shall be and shall remain the property of the Company. Upon the request of the Company, you shall, at your election, either return or destroy all documents thereof furnished to you by the Company, except one copy of such documents may be kept in your legal department for compliance purposes. Except to the extent a party is advised by counsel such destruction is prohibited by law, you will also, at your election, either return to the Company or destroy all written material, memoranda, notes, copies, excerpts and other writings or recordings whatsoever prepared by you or your Representatives based upon, containing or otherwise reflecting any Evaluation Material except one copy of such documents may be kept in your legal department or with your legal counsel for compliance purposes. Any destruction of materials shall be verified by you in writing by one of your duly authorized officers. Any Evaluation Material that is not returned or destroyed, including without limitation, any oral Evaluation Material, shall remain subject to the confidentiality obligations set forth in this agreement. NO OBLIGATION: You agree that unless and until a definitive agreement regarding a Possible Transaction between the Company and you has been executed, neither the Company nor you will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this agreement except for the matters specifically agreed to herein. You further acknowledge and agree that the Company reserves the right, in its sole discretion, to reject any and all proposals made by you or any of your Representatives with regard to a Possible Transaction, to terminate discussions and negotiations with you or your Representatives at any time and to conduct any process for a transaction involving the Company as it may determine. REMEDIES: It is understood and agreed that money damages would not be a sufficient remedy for any breach of this agreement and each party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach and you further agree to waive any requirement for the security or posting of any bond in connection with 3 such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this agreement but shall be in addition to all other remedies available at law or equity. In the event of litigation relating to this agreement, if a court of competent jurisdiction determines in a final, non-appealable order that either party or its Representatives have breached this agreement, then such party shall reimburse the other party for its reasonable legal fees and expenses incurred in connection with such litigation, including any appeals therefrom. GOVERNING LAW; JURISDICTION: This agreement shall be governed and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof. You agree, on behalf of yourself and your Representatives, to submit to the jurisdiction of any state or federal court of competent jurisdiction located in the state of Delaware to resolve any dispute relating to this agreement and waive any right to move to dismiss or transfer any such action brought in any such court on the basis of any objection to personal jurisdiction or venue. ENTIRE AGREEMENT: This agreement constitutes the entire agreement, and supersedes the Confidentiality Agreement (which is hereby terminated) and any and all other prior agreements, representations and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. TERM: Your obligations under this agreement shall expire on the earliest of (i) December 23, 2005, (ii) the date on which the Company files, or there is commenced against the Company, any petition for relief under Title 11 of the United States Code, (iii) the date on which the Company announces the acceptance of an offer from any party, other than an offer accepted or endorsed by the Ad Hoc Noteholders Committee, for any business combination, sale or similar extraordinary transaction involving the Company or all or substantially all of its assets (a "Significant Transaction"), and (iv) the date on which the Company announces its intent to conduct, or initiates the conduct of, an auction or similar process involving a Significant Transaction (provided that the provisions of this clause (iv) shall not apply to a limited market check involving prior participants in the Company's previously conducted auction) (the earliest of such dates, the "Termination Date"). Within five business days after the Termination Date, the Company shall publicly disclose, by press release, Securities and Exchange Commission filing or otherwise, an appropriate summary of the Evaluation Material that the Company believes, in its reasonable judgment, constitutes the then material non-public information contained in the Evaluation Material. If the Company fails to make such disclosure prior to such date, the Company, recognizing that time is of the essence, agrees that, at the Company's sole expense, you are authorized to make the Evaluation Material or any portion thereof available to the public generally, without any liability to the Company for such disclosure. 4 This agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Please confirm that the foregoing is in accordance with your understanding of our agreement by signing and returning to us a copy of this letter. Very truly yours, PRG-SCHULTZ INTERNATIONAL, INC. By: /s/ Clinton McKellar Jr. ----------------------------------- Name: Clinton McKellar Jr. Title: Senior Vice President and General Counsel Accepted and agreed as of the date first written above: PEROT INVESTMENTS, INC. By: /s/ Steven Blasnik ----------------------------------------- Name: Steven Blasnik Title: President 5 EX-99 4 exhibit993.txt EXHIBIT 3-COMMITMENT LETTER EXHIBIT 3 EXECUTION COPY PETRUS SECURITIES L.P. BLUM STRATEGIC PARTNERS II, L.P. PARK CENTRAL GLOBAL HUB LIMITED BLUM STRATEGIC PARTNERS II GMBH & CO. KG. November 28, 2005 PRG-Schultz International, Inc. 600 Galleria Parkway Suite 100 Atlanta, Georgia 30339 Attention: James B. McCurry Re: FINANCING COMMITMENT Dear Mr. McCurry: PRG-Schultz International, Inc., a Georgia corporation (the "PARENT"), and its domestic subsidiaries (together with the Parent, each a "COMPANY" and collectively, the "COMPANIES") have advised each of Petrus Securities L.P. ("PETRUS"), Parkcentral Global Hub Limited (together with Petrus, collectively, the "PETRUS ENTITIES"), Blum Strategic Partners II GmbH & Co. KG. ("BLUM") and Blum Strategic Partners II, L.P. (together with Blum, collectively, the "BLUM ENTITIES" and, together with the Petrus Entities, each a "LENDER" and collectively, the "LENDERS"), that the Companies require financing (i) to fund certain of the Companies' working capital needs, (ii) to fund an interest payment due under the 4-3/4% Convertible Subordinated Notes due November 26, 2006 (the "CONVERTIBLE NOTES"), issued by the Parent pursuant to the Indenture, dated as of November 26, 2001, between the Parent and SunTrust Bank, as trustee and (iii) to pay transaction fees and expenses related to the Financing Facility referred to below. We are pleased to advise you that the Lenders, or one or more of their affiliates, are willing to provide the Companies with a credit facility in the aggregate principal amount of $8,000,000 (the "FINANCING FACILITY"), substantially on the terms and conditions set forth in the Outline of Terms and Conditions attached hereto as Exhibit A (the "TERM SHEET"). The Blum Entities will provide 60% of the Financing Facility and Petrus Entities will provide 40% of the Financing Facility. The obligations of each Lender to provide its portion of the Financing Facility shall be several, not joint and several, and will be subject to each other Lender providing its portion of the Financing Facility. The obligations of the Companies under the Financing Facility will be secured by a lien on, and security interest in, all of the assets and properties of the Companies as described in the collateral and security documents of the BOA Credit Facility (as defined in the Term Sheet) as in effect on the date of this letter. Each Lender's commitment to provide the Financing Facility is subject in all respects to the satisfaction of the terms and conditions contained in this commitment letter and in the Term Sheet. The Parent, on behalf of itself and the Companies, acknowledges that the Term Sheet is intended as an outline only and does not purport to summarize all the conditions, covenants, representations, warranties and other provisions which would be contained in definitive legal documentation for the Financing Facility. The loan documentation for the Financing Facility will include, in addition to the provisions that are summarized in this PRG-Schultz International, Inc. November 28, 2005 Page 2 commitment letter and the Term Sheet, provisions that, in the opinion of each Lender, are customary or typical for this type of financing transaction and other provisions that such Lender determines to be appropriate in the context of the proposed transaction. By its execution hereof and its acceptance of the commitments contained herein, the Parent agrees to indemnify and hold harmless each Lender and each of its assignees, its affiliates and its directors, officers, members, employees and agents (each an "INDEMNIFIED PARTY") from and against any and all losses, claims, damages, liabilities or other expenses to which such Indemnified Party may become subject, insofar as such losses, claims, damages, liabilities (or actions or other proceedings commenced or threatened in respect thereof) or other expenses arise out of or in any way relate to or result from, this commitment letter, the commitments made herein or the extension of the Financing Facility contemplated by this commitment letter, or in any way arise from any use or intended use of this commitment letter or the proceeds of the Financing Facility contemplated by this commitment letter, and the Parent agrees to reimburse each Indemnified Party for any legal or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability or action or other proceeding (whether or not such Indemnified Party is a party to any action or proceeding out of which indemnified expenses arise), but excluding therefrom all expenses, losses, claims, damages and liabilities which are finally determined in a non-appealable decision of a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of the Indemnified Party. In the event of any litigation or dispute involving this commitment letter or the Financing Facility, no Lender shall be responsible or liable to any Company, or any other person for any special, indirect, consequential, incidental or punitive damages. In addition, the Parent agrees to reimburse each Lender for all reasonable fees and out-of-pocket expenses (the "EXPENSES") incurred by or on behalf of such Lender in connection with the negotiation, preparation, execution and delivery of this commitment letter, the Term Sheet and any and all definitive documentation relating to the Financing Facility, including, but not limited to, the reasonable fees and expenses of counsel to such Lender and the reasonable fees and expenses incurred by such Lender in connection with any due diligence, appraisals, collateral reviews and field examinations. The obligations of the Parent under this paragraph shall remain effective notwithstanding any termination of this commitment letter, but shall terminate upon the execution of definitive loan documentation by the Companies and the Lenders. Upon the Parent's execution of this commitment letter, the Parent shall pay to the Lenders based on their ratable portion of the Financing Facility, in immediately available funds, a non-refundable commitment fee equal to $100,000 (the "COMMITMENT FEE"), which fee shall be earned in full and payable on the date hereof. Notwithstanding anything contained in this commitment letter or the Term Sheet to the contrary, the Companies agree to use their best efforts to obtain an alternative financing arrangement from a third party that is not an affiliate of any Lender for the purposes of funding the use of proceeds as described in the Term Sheet. PRG-Schultz International, Inc. November 28, 2005 Page 3 The commitment by each Lender to provide the Financing Facility shall be subject to (i) the negotiation, execution and delivery of definitive loan documentation in form and substance satisfactory to such Lender and its counsel, (ii) the satisfaction of each Lender that since the date hereof there has not occurred or become known to any Company or any Lender any material adverse change with respect to the financial condition, business, operations, assets, liabilities or prospects of the Parent or the Companies (taken as a whole), as determined by each Lender in its reasonable discretion (a "MATERIAL ADVERSE CHANGE"), and (iii) such other customary conditions as set forth in the Term Sheet. If at any time any Lender shall determine (in its sole discretion) that either (A) the Companies will be unable to fulfill any condition set forth in this commitment letter or in the Term Sheet or (B) any Material Adverse Change has occurred, the Lenders may terminate this commitment letter by giving notice thereof to the Parent (subject to the obligation of the Parent to pay all fees, reasonable costs and expenses and other payment obligations expressly assumed by the Parent hereunder, which shall survive the termination of this commitment letter or any commitment contained herein). The Parent represents and warrants that (i) all written information and other materials concerning the Parent and the other Companies (collectively, the "INFORMATION") which has been, or is hereafter, made available to the Lenders by, or on behalf of the Parent or any other Company is, or when delivered will be, when considered as a whole, complete and correct in all material respects and does not, or will not when delivered, contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statement has been made and (ii) any projections (which have been, or are hereafter, made available to the Lenders by or on behalf of the Parent or any other Company) were prepared in good faith on the basis of (A) assumptions, methods and tests stated therein which are believed by the Parent and the other Companies to be reasonable and (B) information believed by the Parent and the other Companies to have been accurate based upon the information available to the Parent and the other Companies, in the case of both clauses (A) and (B), at the time such projections were furnished to the Lenders. This commitment letter is delivered to the Parent upon the condition that, prior to its acceptance of this offer and the payment of the Commitment Fee, neither the existence of this commitment letter or the Term Sheet, nor any of their contents, shall be disclosed by the Parent or any other Company, except as may be compelled to be disclosed in a judicial or administrative proceeding or as otherwise required by law or, on a confidential and "need to know" basis, solely to the directors, officers, employees, lenders, advisors and agents of the Parent. In addition, the Parent agrees that it will (i) consult with the Lenders prior to the making of any filing in which reference is made to any Lender or the commitment of any Lender contained herein, and (ii) obtain the prior approval of the Lenders before releasing any public announcement in which reference is made to any Lender or to the commitment of any Lender contained herein. The Parent acknowledges that the Lenders and their respective affiliates may now or hereafter provide financing or obtain other interests in other companies in respect of which the Parent or its affiliates may be business competitors, and that the Lenders and their respective affiliates will PRG-Schultz International, Inc. November 28, 2005 Page 4 have no obligation to provide to the Parent or any of its affiliates any confidential information obtained from such other companies. The offer made by the Lenders in this commitment letter shall expire, unless otherwise agreed by the Lenders in writing, at 9:30 a.m. (New York City time) on November 28, 2005, unless prior thereto (A) each Lender has received a copy of this commitment letter, signed by each other Lender and the Parent accepting the terms and conditions of this commitment letter and the Term Sheet and (B) the Lenders have received the Commitment Fee, in immediately available funds. The commitment by the Lenders to provide the Financing Facility shall expire at 5:00 p.m. (New York City time) on December 9, 2005, unless prior thereto, definitive loan documentation shall have been agreed to in writing by all parties and the conditions set forth therein shall have been satisfied (it being understood that the Parent's obligation to pay all amounts in respect of indemnification and Expenses shall survive termination of this commitment letter). Should the terms and conditions of the offer contained herein meet with your approval, please indicate your acceptance by signing and returning a copy of this commitment letter to the Lenders. PRG-Schultz International, Inc. November 28, 2005 Page 5 This commitment letter, including the attached Term Sheet (i) supersedes all prior discussions, agreements, commitments, arrangements, negotiations or understandings, whether oral or written, of the parties with respect thereto, (ii) shall be governed by the law of the State of New York, (iii) shall be binding upon the parties and their respective successors and assigns, (iv) may not be relied upon or enforced by any other person or entity, and (v) may be signed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. If this commitment letter becomes the subject of a dispute, each of the parties hereto hereby waives trial by jury. This commitment letter may be amended, modified or waived only in a writing signed by the parties hereto. Very truly yours, BLUM STRATEGIC PARTNERS II, L.P. By: /s/ Gregory Hitchan ----------------------------------- Name: Gregory Hitchan Title: General Counsel and Secretary BLUM STRATEGIC PARTNERS II GMBH & CO. KG. By: /s/ Gregory Hitchan ----------------------------------- Name: Gregory Hitchan Title: General Counsel and Secretary PARKCENTRAL GLOBAL HUB LIMITED By: /s/ Steven Blasnik ----------------------------------- Name: Steven Blasnik Title: President PETRUS SECURITIES L.P. By: /s/ Steven Blasnik ----------------------------------- Name: Steven Blasnik Title: President PRG-Schultz International, Inc. November 28, 2005 Page 6 Agreed and accepted on this ___ day of November 2005: PRG-SCHULTZ INTERNATIONAL, INC. By: /s/ James B. McCurry ----------------------------------------------- Name: James B. McCurry Title: President and Chief Executive Officer EXHIBIT A PRG-SCHULTZ INTERNATIONAL, INC. OUTLINE OF TERMS AND CONDITIONS FOR FINANCING FACILITY This Outline of Terms and Conditions is part of the Commitment Letter, dated November 28, 2005 (the "COMMITMENT LETTER"), addressed to PRG-Schultz International, Inc. (the "PARENT") by Petrus Securities L.P. ("PETRUS"), Parkcentral Global Hub Limited (together with Petrus, collectively, the "PETRUS ENTITIES"), Blum Strategic Partners II GmbH & Co. KG. ("BLUM") and Blum Strategic Partners II, L.P. (together with Blum, collectively, the "BLUM ENTITIES" and, together with the Petrus Entities, each a "LENDER" and collectively, the "LENDERS") and is subject to the terms and conditions of the Commitment Letter. Capitalized terms used herein shall have the meanings set forth in the Commitment Letter unless otherwise defined herein. BORROWER: PRG-Schultz USA, Inc. GUARANTORS: The Parent and all domestic subsidiaries of the Parent other than the Borrower (each a "GUARANTOR" and collectively, the "GUARANTORS" and, together with the Borrower, each a "COMPANY" and collectively, the "Companies"). LENDERS: The Lenders and their respective affiliates and such other lenders designated by the Lenders. FINANCING FACILITY: A term loan facility in the aggregate principal amount of $8,000,000 (the "FINANCING FACILITY"). The term loan (the "TERM LOAN") will be made on the Closing Date. TERM: The Financing Facility will terminate on the earlier of (x) May 15, 2006 and (y) the date on which the "Transactions" as described in the Summary of Financial Restructuring Term Sheet, dated November __, 2005 shall have been substantially consummated (the "MATURITY DATE"). The Term Loan and all other obligations outstanding under the Financing Facility will be payable on the Maturity Date. MANDATORY Subject to the intercreditor AND OPTIONAL arrangements with the Existing Lender, PREPAYMENTS: mandatory prepayments to be included in the Loan Documents, including, without limitation, upon the issuance of indebtedness or stock, non-ordinary course sales or other dispositions of assets, casualty and condemnation events, tax refunds, proceeds of judgments and settlements, with exceptions to be mutually agreed upon. The Borrower may repay the Term Loan in whole or in part at A-1 any time without penalty or premium, provided that, in the case of a partial prepayment, such prepayment shall be in an amount which is an integral multiple of $1,000,000 (unless the amount of Term Loan outstanding immediately prior to such prepayment is less than $1,000,000). CLOSING DATE: The first date on which all definitive loan documentation satisfactory to each Lender (the "LOAN DOCUMENTS") is executed by the Companies and each Lender, which date shall not be later than December 9, 2005, unless otherwise agreed in writing by the Lenders and the Parent (the "CLOSING Date"). COLLATERAL: All obligations of the Companies to each Lender shall be secured by a perfected lien on and security interest in all assets and properties of the Companies as described in the collateral and security documents under the Companies' existing revolver credit facility (the "BOA CREDIT FACILITY") with Bank of America, N.A. (the "EXISTING LENDER"), which, in general, is substantially all of the Companies' now owned and hereafter acquired properties and assets, provided, that (x) the collateral securing such obligations of the Companies to the Lenders shall be the collateral as described in the collateral and security documents entered into as of November 30, 2004 in favor of the Existing Lender and without regard to any lien releases or terminations on or after the date of the Commitment Letter (except as otherwise agreed to by the Lenders), and (y) such liens shall be junior in priority solely to the liens granted by the Companies in favor of the Existing Lender, and the Existing Lender and the Lenders shall enter into an intercreditor agreement (in form and substance satisfactory to the Lenders) to evidence such lien subordination (the "INTERCREDITOR Agreement"). All borrowings by the Borrower, all interest on the foregoing, all costs, fees and expenses owed to the Lenders and all other obligations owed to the Lenders shall be secured as described above and shall be charged to the loan account to be established under the Financing Facility. INTEREST: The Term Loan shall bear interest at a rate per annum equal to 12%. Interest shall be due and payable monthly in arrears. All interest and fees shall be computed on the basis of a year of 360 days for the actual days elapsed. If any event of default shall occur and be continuing, interest shall accrue at a rate per annum equal to fourteen percent (14%). A-2 FEES: Commitment Fee: $100,000, earned in full, non-refundable and payable in accordance with the terms of the Commitment Letter. Closing Fee: 1.75% of the Financing Facility, earned in full, non-refundable and payable on the Closing Date. USE OF PROCEEDS: The Term Loan under the Financing Facility shall be used (i) to fund certain of the Companies' working capital needs; provided, however, that in no event shall the proceeds of the Term Loan be used to make any severance payments or other similar payments to John Cook or Jack Toma, (ii) to fund interest payments due on the Convertible Notes and (iii) to pay transaction fees and expenses related to the Financing Facility. A-3 CONDITIONS PRECEDENT: The obligation of the Lenders to make the Term Loan under the Financing Facility will be subject to customary conditions precedent including, without limitation, the following special conditions precedent: (a) The Lenders' completion of their legal due diligence, including, without limitation, with respect to regulatory matters, material permits, ERISA, environmental, tax, accounting and labor matters and material contracts, with results reasonably satisfactory to the Lenders. Such due diligence may include, without limitation, a review by the Lenders of the Companies' books and records, the results of which are satisfactory to the Lenders. (b) Execution and delivery of appropriate legal documentation (including, but not limited to, the Intercreditor Agreement) in form and substance satisfactory to the Lenders and the satisfaction of the conditions precedent contained therein. (c) No Material Adverse Change shall have occurred since the date of the Commitment Letter. (d) Each of the Companies shall be in good standing in its state of organization and be duly qualified to do business in any other state where any material portion of the Collateral is located. (e) The Lenders shall have been granted a perfected lien on all Collateral (which lien shall be junior in priority solely to the liens in favor of the Existing Lender thereon), and shall have received UCC, tax and judgment lien searches and other appropriate evidence of the absence of any other liens on the Collateral, except any liens acceptable to the Lenders. (f) Opinions from the Companies' counsel as to such matters as each Lender and its counsel may reasonably request. (g) Insurance reasonably satisfactory to the Lenders; such insurance to include liability insurance for which each Lender will be named as an additional insured and property insurance with respect to the Collateral for which each Lender will be named as loss payee, all as its interests may appear. A-4 (h) All necessary governmental and third party approvals, consents, licenses and permits in connection with the Term Loan and the operations by the Companies of their businesses shall have been obtained and remain in full force and effect. (i) There shall exist no claim, action, suit, investigation, litigation or proceeding, pending or, to the knowledge of any Company, threatened in any court or before any arbitrator or governmental instrumentality which relates to the Financing Facility or which, in the opinion of the Lenders, has a reasonable likelihood of having a material adverse effect on (i) the financial condition, operations, properties, assets, liabilities, business or prospects of the Parent or the Companies, (ii) the ability of any of the Companies to perform their obligations under the Loan Documents or (iii) the ability of the Lenders to enforce the loan documentation. (j) The Lenders shall have been satisfied with an amendment to and/or forbearance under the BOA Credit Facility permitting the transactions contemplated under the Financing Facility (the "BOA AMENDMENT"). (k) No default or event of default, or a forbearance from exercising remedies in respect thereof acceptable to the Lenders, shall exist under the Loan Documents or the BOA Credit Facility, after giving effect to the BOA Amendment. (l) No default or event of default shall exist under the Indenture or other related instrument, agreement or other document, after giving effect to the interest payment to be funded by the proceeds of the Term Loan. (m) The Companies shall have paid to the Lenders all fees and reasonable expenses then owing to the Lenders. REPRESENTATIONS Usual representations and warranties AND WARRANTIES: with materiality limitations and other exceptions reasonably acceptable to the Lenders, including, but not limited to, corporate existence and good standing, authority to enter into loan documentation, governmental approvals, non-violation of other agreements, financial statements, litigation, compliance with environmental, pension and other laws, taxes, insurance, absence of Material Adverse Change, absence of default or unmatured default under the Financing Facility and priority of the Lenders' liens. A-5 COVENANTS: Usual covenants (with materiality limitations and other exceptions reasonably acceptable to the Lenders), including, but not limited to, provision of financial statements, notices of litigation, defaults and unmatured defaults and other information, compliance with laws, permits and licenses, inspection of properties, books and records, maintenance of insurance, limitations with respect to liens and encumbrances, dividends and retirement of capital stock, guarantees, sale and lease back transactions, consolidations and mergers, investments, capital expenditures, loans and advances, indebtedness, compliance with pension, labor, environmental and other laws, transactions with affiliates and prepayment of other indebtedness and amendments to material agreements. Financial reporting to include: (i) annual, audited financial statements, (ii) quarterly, internally prepared, financial statements, (iii) monthly, internally prepared, financial statements, and (iv) other reporting as reasonably required by the Lenders. EVENTS OF DEFAULT: Usual events of default, including, but not limited to, payment, cross-default (including , without limitation, cross-default with the BOA Credit Facility and the Indenture), violation of covenants, breach of representations or warranties, bankruptcy or insolvency, judgment, ERISA, change of control and material adverse change. GOVERNING LAW: All documentation in connection with the Financing Facility shall be governed by the laws of the State of New York. ASSIGNMENTS, PARTICIPATIONS: Any Lender may sell or assign to one or more other persons a portion of its loans or commitments under the Financing Facility without the consent of the Companies. Any Lender may also sell participations in its loans and commitments under the Financing Facility without the consent of the Companies. OUT-OF-POCKET The Borrower shall pay all reasonable EXPENSES: out-of-pocket expenses incurred by the Lenders (including, without limitation, the reasonable fees and expenses of counsel, audit fees, search fees, appraisal fees, consultant fees, filing fees, documentation fees and other third party fees) in connection with the Commitment Letter and this Term Sheet and the transactions contemplated by the Commitment Letter and this Term Sheet, whether or not the transaction closes. A-6 -----END PRIVACY-ENHANCED MESSAGE-----