PRER14A 1 dprer14a.htm AMENDMENT NO. 2 TO PRE 14A Amendment No. 2 to PRE 14A
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. 2)

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

x    Preliminary Proxy Statement   ¨    Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
¨    Definitive Proxy Statement     
¨    Definitive Additional Materials     
¨    Soliciting Material Pursuant to §240.14a-12     

GLOBAL BPO SERVICES CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

¨ No fee required.

 

x Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) Title of each class of securities to which transaction applies:
       Common Stock of Global BPO Services Corp., $0.001 par value per share

 

 
  (2) Aggregate number of securities to which transaction applies:
       1,812,500 units of Global BPO Services Corp.

 

 
  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 

    

$225,800,0001 in cash

 

 
  (4) Proposed maximum aggregate value of transaction:
       $225,800,000

 

 
  (5) Total fee paid:
       $8,874

 

 
x Fee paid previously with preliminary materials:

  

 

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1) Amount previously paid:

  

 
  (2) Form, Schedule or Registration Statement No.:

  

 
  (3) Filing Party:

  

 
  (4) Date Filed:

  

 

 

 

1

Consists of (a) $211,300,000 in cash, subject to certain working capital adjustments and the existing indebtedness of Stream Holdings Corporation, including capital leases, at the closing, and (b) 1,812,500 units of Global BPO Services Corp. (“GBPO”), each consisting of a share of GBPO common stock and a warrant to purchase a share of GBPO common stock, with an aggregate estimated value of $14,500,000, subject to adjustment to the extent that the average closing price of a GBPO unit during the 30-day period ending three business days prior to the closing of the merger is less than $8.00.


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LOGO

Global BPO Services Corp.

125 High Street, 30th Floor

Boston, MA 02110

To the Stockholders of Global BPO Services Corp.:

You are cordially invited to attend the annual meeting of the stockholders of Global BPO Services Corp., a Delaware corporation (“GBPO”), relating to the proposed merger of River Acquisition Subsidiary Corp., a Delaware corporation and wholly-owned subsidiary of GBPO (the “Merger Sub”), and Stream Holdings Corporation, a Delaware corporation (“Stream”), and related matters. The annual meeting will be held at     :00 a.m., Eastern Time, on                     , 2008, at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109.

At this annual meeting, you will be asked to consider and vote upon the following proposals:

 

   

The merger proposal—a proposal to adopt the Agreement and Plan of Merger, dated as of January 27, 2008, by and among GBPO, the Merger Sub, and Stream, and to approve the merger contemplated thereby, pursuant to which GBPO will acquire all of the outstanding shares of capital stock of Stream and Stream will become a wholly-owned subsidiary of GBPO (the “merger proposal”);

 

   

The authorized share proposal—a proposal to increase the number of authorized shares of GBPO capital stock from 120,000,000 shares to              shares (the “authorized share proposal”);

 

   

The post-closing charter amendment proposal—a proposal to, among other things, (A) change GBPO’s name from “Global BPO Services Corp.” to “Stream Global Services, Inc.” and (B) remove, effective after the consummation of the merger, (1) certain provisions of Article Third and (2) the entirety of Article Sixth of the second amended and restated certificate of incorporation, all of which relate to the operation of GBPO as a blank check company prior to the consummation of a business combination, and to add provisions regarding dividends and distributions (the “post-closing charter amendment proposal”);

 

   

The incentive plan proposal—a proposal to approve the adoption of the 2008 stock incentive plan (pursuant to which GBPO will reserve up to              shares of common stock for issuance pursuant to the 2008 stock incentive plan) (the “incentive plan proposal”);

 

   

The election of director proposal—a proposal to elect the Class I member of GBPO’s board of directors to serve until the 2011 annual stockholders meeting and until his successor is duly elected and qualified (the “election of director proposal”);

 

   

The adjournment proposal—a proposal to authorize the adjournment of the annual meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or otherwise in connection with, the merger proposal and the transactions contemplated thereby (the “adjournment proposal”); and

 

   

To consider and vote upon such business as may properly come before the annual meeting or any adjournment or postponement thereof.


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GBPO’s board of directors has fixed the close of business on                     , 2008, as the record date for the determination of stockholders entitled to notice of and to vote at the annual meeting and at any adjournment or postponement thereof. A list of stockholders entitled to vote as of the record date at the annual meeting will be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of ten calendar days before the annual meeting at the principal place of business of GBPO at 125 High Street, 30th floor, Boston, Massachusetts 02110 and at the time and place of the meeting during the duration of the meeting.

Each of the merger proposal, the authorized share proposal, the post-closing charter amendment proposal and the incentive plan proposal are conditioned upon the approval of the other proposals, and in the event that one or more of those proposals does not receive the necessary vote to approve that proposal, only the election of director proposal and the adjournment proposal will be presented at the meeting for adoption.

The vote of a majority of the outstanding shares of common stock issued in GBPO’s initial public offering (the “IPO”) is required to adopt the merger proposal. If the holders of an aggregate of 30% or more of the shares issued in the IPO vote against the merger proposal and demand to convert their shares into a pro rata portion of GBPO’s trust account no later than the close of the vote on the merger proposal at the annual meeting, the remaining proposals, other than the election of director proposal and the adjournment proposal, will not be presented at the annual meeting for adoption. The adoption of each of the authorized share proposal and the post-closing charter amendment proposal will require the affirmative vote by the holders of a majority of the outstanding shares of GBPO common stock. The adoption of the incentive plan proposal will require the affirmative vote of holders of shares of common stock having a majority in voting power of the votes cast by the holders of all of the shares of GBPO common stock present or represented at the meeting. The adoption of the election of director proposal will require the plurality of the votes cast by GBPO stockholders entitled to vote on the election. The adoption of the adjournment proposal will require the majority vote of the voting power of the stockholders present or represented at the meeting and entitled to vote.

Each GBPO stockholder, other than GBPO’s directors, officers, strategic advisory council members or their affiliates, referred to herein as the founding stockholders, who holds shares of common stock issued as part of the units issued in the IPO has the right to vote against the adoption of the merger proposal and demand that GBPO convert such stockholder’s shares into an amount in cash equal to such stockholder’s pro rata portion of the funds held in the trust account (net of taxes payable on any interest earned thereon and $             of interest earned on the trust account that has been released to GBPO as of                     , 2008) into which a substantial portion of the net proceeds of the IPO was deposited. This includes any stockholder who acquires shares issued in the IPO or through purchases following the IPO. As of                     , 2008, there was approximately $             in the trust account, including accrued interest on the funds in the trust account (net of accrued taxes), or approximately $             per share issued in the IPO. These shares will be converted into cash on such basis only if the merger is completed. However, if the holders of an aggregate of 30% or more of the shares issued in the IPO vote against the merger proposal and demand to convert their shares into a pro rata portion of our trust account no later than the close of the vote on the merger proposal at the annual meeting, the remaining proposals, other than the election of director proposal and the adjournment proposal, will not be presented at the annual meeting for adoption. Prior to exercising their conversion rights, GBPO’s stockholders should verify the market price of GBPO’s common stock, as they may receive higher proceeds from the sale of their common stock at the public market than from exercising their conversion rights. Shares of GBPO’s common stock are currently listed on the American Stock Exchange under the symbol “OOO.” On                     , 2008, the record date for the annual meeting of shareholders, the last sale price of GBPO’s common stock was $            .

Each of GBPO’s founding stockholders has agreed to vote all shares of GBPO common stock acquired prior to the IPO, and any shares of common stock acquired in or after the IPO, representing in the aggregate 20% of the total shares outstanding as of February 29, 2008, in the same manner as the majority of the votes cast by the holders of the common stock issued in the IPO other than the founding stockholders. This voting arrangement does not apply to any proposal other than the merger proposal. The founding stockholders intend to vote in favor of each of the other five proposals on which the GBPO stockholders are being asked to vote.

After careful consideration of the terms and conditions of the merger proposal, the authorized share proposal, the post-closing charter amendment proposal, the incentive plan proposal, the election of director proposal and the adjournment proposal, GBPO’s board of directors has determined that the merger proposal, the


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authorized share proposal, the post-closing charter amendment proposal, the incentive plan proposal, the election of director proposal and the adjournment proposal are fair to and in the best interests of GBPO and its stockholders.

GBPO’s board of directors unanimously recommends that you vote or give instruction to vote “FOR” adoption of the merger proposal, the authorized share proposal, the post-closing charter amendment proposal, the incentive plan proposal, the election of director proposal and, if necessary, the adjournment proposal. When you consider the recommendation of GBPO’s board of directors, you should keep in mind that certain of GBPO’s directors and officers have interests in the merger which are described in the accompanying proxy statement that are different from, or in addition to, your interests as a stockholder.

Enclosed is a notice of annual meeting and proxy statement containing detailed information concerning each of the proposals described above. We urge you to read the proxy statement and attached annexes carefully. Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the annual meeting in person, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided.

I look forward to seeing you at the meeting.

 

Sincerely,
R. Scott Murray
Chairman and Chief Executive Officer

This proxy statement is dated                     , 2008 and is first being mailed to GBPO stockholders on or about                     , 2008.

Neither the Securities and Exchange Commission nor any state securities commission has determined if this proxy statement is truthful or complete. Any representation to the contrary is a criminal offense.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS AND YOU WILL NOT BE ELIGIBLE TO HAVE YOUR SHARES CONVERTED INTO A PRO RATA PORTION OF THE TRUST ACCOUNT IN WHICH A SUBSTANTIAL PORTION OF THE NET PROCEEDS OF GBPO’S IPO ARE HELD. YOU MUST AFFIRMATIVELY VOTE AGAINST THE MERGER PROPOSAL AND DEMAND THAT GBPO CONVERT YOUR SHARES INTO CASH NO LATER THAN THE CLOSE OF THE VOTE ON THE MERGER PROPOSAL AT THE ANNUAL MEETING TO EXERCISE YOUR CONVERSION RIGHTS. IN ORDER TO CONVERT YOUR SHARES, YOU MUST CONTINUE TO HOLD YOUR SHARES THROUGH THE CLOSING DATE OF THE MERGER AND THEN TENDER YOUR PHYSICAL STOCK CERTIFICATE TO OUR STOCK TRANSFER AGENT. IF THE MERGER IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE CONVERTED INTO CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT AND REQUEST THAT A PHYSICAL STOCK CERTIFICATE BE ISSUED IN YOUR NAME. SEE “ANNUAL MEETING OF GBPO STOCKHOLDERS—CONVERSION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

SEE ALSO “RISK FACTORS” FOR DISCUSSION OF VARIOUS FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH THE MERGER PROPOSAL.


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Global BPO Services Corp.

125 High Street, 30th Floor

Boston, MA 02110

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON                     , 2008

TO THE STOCKHOLDERS OF GLOBAL BPO SERVICES CORP.:

NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders of Global BPO Services Corp., a Delaware corporation (“GBPO”), will be held at     :00 a.m., Eastern Time, on                     , 2008, at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109, for the following purposes:

1. The merger proposal—a proposal to adopt the Agreement and Plan of Merger, dated as of January 27, 2008, by and among GBPO, River Acquisition Subsidiary Corp., a Delaware corporation and wholly-owned subsidiary of GBPO (the “Merger Sub”), and Stream (the “merger agreement”), and to approve the merger contemplated thereby, pursuant to which GBPO will acquire all of the outstanding shares of capital stock of Stream and Stream will become a wholly-owned subsidiary of GBPO (the “merger proposal”);

2. The authorized share proposal—a proposal to increase the number of authorized shares of GBPO capital stock from 120,000,000 shares to              shares (the “authorized share proposal”);

3. The post-closing charter amendment proposal—a proposal to, among other things, (A) change GBPO’s name from “Global BPO Services Corp.” to “Stream Global Services, Inc.” and (B) remove, effective after the consummation of the merger, (1) certain provisions of Article Third and (2) the entirety of Article Sixth of the second amended and restated certificate of incorporation, all of which relate to the operation of GBPO as a blank check company prior to the consummation of a business combination, and to add provisions regarding dividends and distributions (the “post-closing charter amendment proposal”);

4. The incentive plan proposal—a proposal to approve the adoption of the 2008 stock incentive plan (pursuant to which GBPO will reserve up to              shares of common stock for issuance pursuant to the 2008 stock incentive plan) (the “incentive plan proposal”);

5. The election of director proposal—a proposal to elect the Class I member of GBPO’s board of directors to serve until the 2011 annual stockholders meeting and until his successor is duly elected and qualified (the “election of director proposal”);

6. The adjournment proposal—a proposal to authorize the adjournment of the annual meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or otherwise in connection with, the merger proposal and the transactions contemplated thereby (the “adjournment proposal”); and

7. To consider and vote upon such business as may properly come before the meeting or any adjournment or postponement thereof.

GBPO’s board of directors has fixed the close of business on                     , 2008, as the record date for the determination of stockholders entitled to notice of and to vote at the annual meeting and at any adjournment or postponement thereof. A list of stockholders entitled to vote as of the record date at the annual meeting will be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of ten calendar days before the annual meeting at the principal place of business of GBPO at 125 High Street, 30th floor, Boston, Massachusetts 02110 and at the time and place of the meeting during the duration of the meeting.

Each of the merger proposal, the authorized share proposal, the post-closing charter amendment proposal and the incentive plan proposal are conditioned upon the approval of the other proposals, other than the election of director proposal and the adjournment proposal, and in the event that one or more of those proposals does not receive the necessary vote to approve that proposal, only the election of director proposal and the adjournment proposal will be presented at the meeting for adoption.


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The vote of a majority of the outstanding shares of common stock issued in the IPO is required to adopt the merger proposal. If the holders of an aggregate of 30% or more of the shares issued in the IPO vote against the merger proposal and demand to convert their shares into a pro rata portion of GBPO’s trust account no later than the close of the vote on the merger proposal at the annual meeting, the remaining proposals, other than the election of director proposal and the adjournment proposal, will not be presented at the annual meeting for adoption. The adoption of each of the authorized share proposal and the post-closing charter amendment proposal will require the affirmative vote by the holders of a majority of the outstanding shares of GBPO common stock. The adoption of the incentive plan proposal will require the affirmative vote of holders of shares of common stock having a majority in voting power of the votes cast by the holders of all of the shares of GBPO common stock present or represented at the meeting. The adoption of the election of director proposal will require the plurality of the votes cast by GBPO stockholders entitled to vote on the election. The adoption of the adjournment proposal will require the majority vote of the voting power of the stockholders present or represented at the meeting and entitled to vote.

All GBPO stockholders are cordially invited to attend the annual meeting in person. However, to ensure your representation at the annual meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record of GBPO common stock, you may also cast your vote in person at the annual meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.

GBPO is soliciting the proxy represented by the enclosed proxy on behalf of its board of directors, and it will pay all costs of preparing, assembling and mailing the proxy materials. In addition to mailing out proxy materials, GBPO’s chief executive officer, chairman of the board and other officers may solicit proxies by telephone or fax, each without receiving any additional compensation for his services. GBPO has requested brokers, banks and other fiduciaries to forward proxy materials to the beneficial owners of its common stock. GBPO has engaged Innisfree M&A Incorporated to solicit proxies for this annual meeting. GBPO is paying a fixed solicitation fee of $20,000 for solicitation services and a $5 per call fee.

 

By Order of the Board of Directors
R. Scott Murray
Chairman and Chief Executive Officer

                     , 2008

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS AND YOU WILL NOT BE ELIGIBLE TO HAVE YOUR SHARES CONVERTED INTO A PRO RATA PORTION OF THE TRUST ACCOUNT IN WHICH A SUBSTANTIAL PORTION OF THE NET PROCEEDS OF GBPO’S IPO ARE HELD. YOU MUST AFFIRMATIVELY VOTE AGAINST THE MERGER PROPOSAL AND DEMAND THAT GBPO CONVERT YOUR SHARES INTO CASH NO LATER THAN THE CLOSE OF THE VOTE ON THE MERGER PROPOSAL AT THE ANNUAL MEETING TO EXERCISE YOUR CONVERSION RIGHTS. IN ORDER TO CONVERT YOUR SHARES, YOU MUST CONTINUE TO HOLD YOUR SHARES THROUGH THE CLOSING DATE OF THE MERGER AND THEN TENDER YOUR PHYSICAL STOCK CERTIFICATE TO OUR STOCK TRANSFER AGENT. IF THE MERGER IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE CONVERTED INTO CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT AND REQUEST THAT A PHYSICAL STOCK CERTIFICATE BE ISSUED IN YOUR NAME. SEE “ANNUAL MEETING OF GBPO STOCKHOLDERS—CONVERSION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.


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     Page

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

   1

SUMMARY OF THE PROXY STATEMENT

   10

GBPO SELECTED FINANCIAL DATA

   18

SELECTED CONSOLIDATED HISTORICAL FINANCIAL INFORMATION OF STREAM

   19

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

   21

RISK FACTORS

   31

FORWARD-LOOKING STATEMENTS

   48

ANNUAL MEETING OF GBPO STOCKHOLDERS

   49

THE MERGER PROPOSAL

   55

THE MERGER AGREEMENT

   79

THE AUTHORIZED SHARE PROPOSAL

   90

THE POST-CLOSING CHARTER AMENDMENT PROPOSAL

   92

THE INCENTIVE PLAN PROPOSAL

   93

THE ELECTION OF DIRECTOR PROPOSAL

   99

THE ADJOURNMENT PROPOSAL

   100

BUSINESS OF STREAM

   101

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—STREAM

   108

DIRECTORS AND EXECUTIVE OFFICERS OF STREAM FOR FISCAL YEAR 2007

   122

OTHER INFORMATION RELATED TO GBPO

   131

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—GBPO

   133

DIRECTORS AND EXECUTIVE OFFICERS OF GBPO FOLLOWING THE MERGER

   136

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   145

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

   148

DESCRIPTION OF SECURITIES

   151

PRICE RANGE OF GBPO SECURITIES AND DIVIDENDS

   155

COMPARATIVE PER SHARE INFORMATION

   156

APPRAISAL RIGHTS

   157

INDEPENDENT ACCOUNTANTS

   157

WHERE YOU CAN FIND MORE INFORMATION

   157

STOCKHOLDER PROPOSALS

   158

INDEX TO FINANCIAL STATEMENTS OF GLOBAL BPO SERVICES CORP.

   F-1

INDEX TO FINANCIAL STATEMENTS OF STREAM HOLDINGS CORPORATION

   F-14

Annex A—Merger Agreement

  

Annex B—Certificate of Amendment of Second Amended and Restated Certificate of Incorporation

  

Annex C—Third Amended and Restated Certificate of Incorporation

  

Annex D—2008 Stock Incentive Plan

  

Annex E—Opinion of Bear, Stearns & Co. Inc.

  

Annex F—Form of Registration Rights and Lock-up Agreement

  

 

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

Unless the context requires otherwise, the terms “we,” “us” and “our” refer to Global BPO Services Corp. In addition “Stream” refers to Stream Holdings Corporation and its subsidiaries.

 

Q. Why am I receiving this proxy statement?

 

A. GBPO and Stream have entered into the merger agreement as described in this proxy statement. We refer to this agreement in this proxy statement as the merger agreement. A copy of the merger agreement is attached to this proxy statement as Annex A. We encourage you to review the merger agreement carefully.

 

     In order to complete the merger, a majority of the outstanding shares of our common stock issued in our IPO must vote to adopt the merger agreement and approve the merger of the Merger Sub into Stream. In addition, regardless of whether or not the merger proposal receives the requisite votes, in order for the merger proposal to be approved, the holders who vote against the merger and demand to covert their shares into a pro rata portion of our trust account by the close of the vote on the merger proposal at the annual meeting must represent less than 30% of the outstanding shares of our common stock issued in our IPO.

 

     GBPO will hold an annual meeting of its stockholders to consider and vote upon these proposals. This proxy statement contains important information about the proposed merger, the other proposals and the annual meeting of GBPO stockholders. You should read this proxy statement together with all of the annexes carefully.

 

     You are invited to attend the annual meeting to vote on the proposals described in this proxy statement. However, you don’t need to attend the meeting to ensure your shares are voted at the meeting. Instead, you may simply complete, sign and return the enclosed proxy card.

 

     Your vote is important. Regardless of whether you plan to attend the annual meeting, GBPO encourages you to submit a proxy as soon as possible after carefully reviewing this proxy statement.

 

Q. Why is GBPO proposing the merger?

 

A. GBPO was organized for the purpose of effecting a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction or other similar business combination of one or more domestic or international operating businesses. Based upon its experience in the business process outsourcing (“BPO”) industry, GBPO management believes that Stream’s expertise in the customer relationship management (“CRM”) industry, its revenue base, its client relationships, the opportunity to expand through future acquisitions and its global service locations discussed elsewhere in this proxy statement will make it well-positioned to take advantage of potential growth opportunities in the BPO industry. As part of its evaluation, GBPO management reviewed Stream’s history of net losses and accumulated $2.86 million deficit. However, GBPO management determined that earnings before interest, taxes, depreciation and amortization, or EBITDA, was a more meaningful metric than net income. Additionally, GBPO management believed that it would have an opportunity to improve Stream’s profitability and build its customer relationships and extend its service offerings. For a description of Stream’s business, please see “Business of Stream.”

 

Q. What is being voted on?

 

A. There are six proposals on which the GBPO stockholders are being asked to vote:

 

   

the merger proposal—to adopt the merger agreement and approve the merger;

 

   

the authorized share proposal—to approve an amendment to our second amended and restated certificate of incorporation to increase the number of authorized shares of GBPO capital stock from 120,000,000 shares to             shares;

 

   

the post-closing charter amendment proposal—to, among other things, (A) change GBPO’s name from “Global BPO Services Corp.” to “Stream Global Services, Inc.” and (B) remove, effective after the consummation of the merger, (1) certain provisions of Article Third and (2) the entirety of

 

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Article Sixth of the second amended and restated certificate of incorporation, all of which relate to the operation of GBPO as a blank check company prior to the consummation of a business combination, and to add provisions regarding dividends and distributions;

 

   

the incentive plan proposal—to approve our 2008 stock incentive plan;

 

   

the election of director proposal—to elect the Class I member of GBPO’s board of directors to serve until the 2011 annual stockholders meeting and until his successor is duly elected and qualified; and

 

   

the adjournment proposal—to authorize the adjournment of the annual meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or otherwise in connection with, the merger proposal and the transactions contemplated thereby.

 

     A form of GBPO’s certificate of amendment to the second amended and restated certificate of incorporation is attached to this proxy statement as Annex B. A form of GBPO’s third amended and restated certificate of incorporation as it would appear if the authorized share proposal and the post-closing charter amendment proposal are all approved, is attached to this proxy statement as Annex C. The 2008 stock incentive plan will be approved by GBPO’s board of directors and will be effective upon consummation of the merger, subject to stockholder approval of the plan. A form of the 2008 stock incentive plan is attached to this proxy statement as Annex D.

 

     Each of the merger proposal, the authorized share proposal, the post-closing charter amendment proposal and the incentive plan proposal, are conditioned upon the approval of the other proposals and, in the event one or more of those proposals does not receive the necessary vote to approve that proposal, then only the election of director proposal and the adjournment proposal will be presented at the annual meeting for adoption.

 

Q. What is the quorum requirement?

 

A. A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if holders of at least a majority of the issued and outstanding shares entitled to vote are present in person or by proxy at the meeting. On the record date, there were             shares outstanding and entitled to vote.

 

     Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the annual meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of the votes present or represented by proxy at the annual meeting may adjourn the annual meeting until a quorum is present.

 

Q. Who can vote at the annual meeting?

 

A. Only stockholders of record at the close of business on                     , 2008 will be entitled to vote at the annual meeting. On this record date, there were             shares of common stock outstanding and entitled to vote at the annual meeting. Each holder of common stock is entitled to one vote per share on each proposal on which such shares are entitled to vote at the annual meeting. Holders of warrants are not entitled to vote at the annual meeting.

 

     Stockholder of Record: Shares Registered in Your Name

 

     If on                     , 2008, your shares were registered directly in your name with GBPO’s transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote in person at the annual meeting or vote by proxy. Whether or not you plan to attend the annual meeting in person, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.

 

     Beneficial Owner: Shares Registered in the Name of a Broker or Bank

 

    

If on                     , 2008, your shares were held not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street

 

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name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the annual meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the annual meeting unless you request and obtain a valid proxy from your broker or other agent.

 

Q. What vote is required in order to adopt the merger proposal?

 

A. Approval of the merger proposal requires the vote of a majority of the outstanding shares of common stock issued in the IPO. If the holders of an aggregate of 30% or more of the shares issued in the IPO vote against the merger proposal and demand to convert their shares into a pro rata portion of our trust account no later than the close of the vote on the merger proposal at the annual meeting, the remaining proposals, other than the election of director proposal and the adjournment proposal, will not be presented at the annual meeting for adoption. No vote of the holders of our warrants is necessary to adopt the merger proposal or any of the other proposals, and we are not asking the warrant holders to vote on the merger proposal or any of the other proposals. If you “Abstain” from voting on the merger proposal, the abstention will have no effect on the outcome. Similarly, if you do not give instructions to your broker on how to vote your shares, the broker non-vote will have no effect on the outcome. If the holders of a majority of the outstanding shares of GBPO’s common stock issued in the IPO vote against the merger proposal or if the holders of an aggregate of 30% or more of the shares issued in the IPO vote against the merger proposal and demand to convert their shares into a pro rata portion of our trust account no later than the close of the vote on the merger proposal at the annual meeting, none of the other proposals will be presented for adoption (other than the election of director and adjournment proposals). Approval of the merger proposal is conditioned upon the approval of other proposals, except the election of director proposal and the adjournment proposal.

 

Q. What vote is required in order to approve the authorized share proposal?

 

A. Approval of the authorized share proposal requires the affirmative vote by the holders of a majority of the outstanding shares of GBPO common stock. If you “Abstain” from voting on the authorized share proposal, the abstention will count as a vote “AGAINST” the authorized share proposal. Similarly, if you do not give instructions to your broker on how to vote your shares, the broker non-vote will have the same effect as a vote “AGAINST” the authorized share proposal. Approval of the authorized share proposal is conditioned upon the approval of the merger proposal.

 

Q. What vote is required in order to approve the post-closing charter amendment proposal?

 

A. Approval of the post-closing charter amendment proposal requires the affirmative vote by the holders of a majority of the outstanding shares of GBPO common stock. If you “Abstain” from voting on the post-closing charter amendment proposal, the abstention will count as a vote “AGAINST” the post-closing charter amendment proposal. Similarly, if you do not give instructions to your broker on how to vote your shares, the broker non-vote will have the same effect as a vote “AGAINST” the post-closing charter amendment proposal. Approval of the post-closing charter amendment proposal is conditioned upon the approval of the merger proposal.

 

Q. What vote is required in order to approve the incentive plan proposal?

 

A. Approval of the incentive plan proposal requires the affirmative vote of holders of shares of common stock having a majority in voting power of the votes cast by the holders of all of the shares of GBPO common stock present or represented at the meeting. If you “Abstain” from voting on the incentive plan proposal, the abstention will have no effect on the outcome. Similarly, if you do not give instructions to your broker on how to vote your shares, the broker non-vote will have no effect on the outcome. Approval of the incentive plan proposal is conditioned upon the approval of the merger proposal.

 

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Q. What vote is required in order to approve the election of director proposal?

 

A. Approval of the election of director proposal requires the plurality of the votes cast by GBPO stockholders entitled to vote on the election. Abstentions and broker non-votes will have no effect on the outcome. Approval of the election of director is not conditioned upon the approval of the merger proposal.

 

Q. What vote is required in order to adopt the adjournment proposal?

 

A. Approval of the adjournment proposal requires the affirmative vote of holders of shares of common stock having a majority in voting power of the votes cast by the holders of all of the shares of GBPO common stock present or represented at the meeting. If you “Abstain” from voting on this proposal, the abstention will have no effect on the outcome. Because brokers will have discretion to vote on this proposal, there will be no broker non-votes with respect to this proposal.

 

Q. If I am not going to attend the annual meeting in person, should I return my proxy card instead?

 

A. Yes.  After carefully reading and considering the information contained in the proxy statement, please complete and sign your proxy card. Then return the enclosed proxy card in the return envelope provided herewith as soon as possible, so that your shares may be represented at the meeting.

 

Q. Does GBPO’s board of directors recommend voting for the adoption of the merger proposal, the authorized share proposal, the post-closing charter amendment proposal, the incentive plan proposal, the election of director proposal and the adjournment proposal?

 

A. Yes.  After careful consideration of the terms and conditions of the merger proposal, the authorized share proposal, the post-closing charter amendment proposal, the incentive plan proposal, the election of director proposal and the adjournment proposal, GBPO’s board of directors has determined that the merger proposal, the authorized share proposal, the post-closing charter amendment proposal, the incentive plan proposal, the election of director proposal and the adjournment proposal are fair to and in the best interests of GBPO and its stockholders. GBPO’s board of directors recommends that GBPO stockholders vote “FOR” each of these proposals. The members of GBPO’s board of directors have interests in the merger that are different from, or in addition to, your interests as a stockholder. For a description of such interests, please see “The Merger Proposal—Interests of GBPO Directors and Officers in the Merger.”

 

     For a description of the factors considered by GBPO’s board of directors in making its determination, please see “The Merger Proposal—GBPO’s Board of Directors’ Reasons for Approval of the Merger.”

 

Q. Did GBPO’s board of directors obtain a fairness opinion in connection with its approval of the merger agreement?

 

A. Yes.  On January 23, 2008, Bear, Stearns & Co. Inc. (“Bear Stearns”) delivered to GBPO’s board of directors its written opinion that, as of that date and based upon and subject to the factors, limitations and assumptions described in the opinion, the consideration to be paid by GBPO pursuant to the merger agreement was fair from a financial point of view to GBPO. The full text of this opinion is attached to this proxy statement as Annex E. We encourage you to read this opinion carefully in its entirety for a description of the procedures followed, assumptions made, matters considered and limitations included in connection with the review undertaken. Bear Stearns’ opinion speaks only as of the date of the opinion, is directed to GBPO’s board of directors and addresses only the fairness, from a financial point of view, to GBPO of the consideration to be paid by GBPO pursuant to the merger agreement. In connection with GBPO’s engagement of Bear Stearns as its financial advisor with respect to the proposed merger, Bear Stearns will receive a fee of $1,000,000, of which $750,000 will be paid upon consummation of a transaction with Stream.

 

Q. How do GBPO’s founding stockholders intend to vote their shares?

 

A.

With respect to the merger proposal, each of GBPO’s founding stockholders has agreed to vote all shares of GBPO common stock acquired prior to the IPO, and any shares of common stock acquired in or after the IPO, representing in the aggregate 20% of the total shares outstanding as of February 29, 2008, in the same

 

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manner as the majority of the votes cast by the holders of the common stock issued in the IPO other than the founding stockholders. This voting arrangement does not apply to any proposal other than the merger proposal. The founding stockholders intend to vote in favor of each of the other five proposals on which the GBPO stockholders are being asked to vote.

 

Q. Will I receive anything in the merger?

 

A. If the merger is consummated and you vote your shares for the merger proposal or you abstain, you will continue to hold the GBPO securities that you currently own. If the merger is consummated but you have voted your shares against the merger proposal and have elected a cash conversion instead, your shares of GBPO common stock will be cancelled and you will be entitled to receive cash equal to a pro rata portion of the trust account (net of taxes payable on the interest earned thereon and $             of interest earned on the trust account that has been released to GBPO) which, as of                     , 2008, was equal to approximately $             per share issued in the IPO; provided, however, you must deliver your certificate to GBPO’s stock transfer agent.

 

Q. Is the merger subject to any conditions?

 

A. Yes.  The obligations of each of GBPO and Stream to consummate the merger are subject to the fulfillment (or waiver) of certain conditions, as more fully described in the section entitled “The Merger Agreement”.

 

Q. What is the amount of the aggregate merger consideration?

 

A. The purchase price is $225.8 million, subject to certain working capital and other adjustments and subject to increase under certain circumstances if the closing of the merger does not occur by July 31, 2008 as more fully described in the section entitled “The Merger Agreement”.

 

Q. How is GBPO paying for the cash portion of the merger consideration?

 

A. GBPO expects that the proceeds of its recently completed IPO will be sufficient to finance the cash portion of the merger consideration. In addition, on February 11, 2008, we entered into a commitment letter with Stream’s bank lender PNC Bank, National Association, or PNC, for a replacement credit facility of approximately $109 million, of which approximately $79 million is to be syndicated on a best efforts basis. This facility would become effective upon the closing of the merger and would be used to replace Stream’s bank debt and senior subordinated debt and provide working capital. The commitment letter includes numerous conditions, some of which are outside the control of GBPO, and there can be no assurance GBPO will close the credit facility contemplated by such letter. Assuming that GBPO closes the financing contemplated by its commitment letter and uses a portion thereof to replace Stream’s outstanding bank debt and senior subordinated debt at the closing, GBPO expects it will have approximately $120 million of cash available at the closing for working capital, including to pay cash to stockholders who vote against the merger and elect to convert their shares into a pro rata share of the trust fund. If conversion rights were exercised with respect to a significant number of shares of GBPO, and if for any reason we were unable to close the replacement credit facility contemplated by our commitment letter, we would be required to obtain additional debt and/or equity financing to consummate the merger. See “Risk Factors—Risks Related to the Merger—GBPO will have less working capital, and may require additional financing if a significant portion of GBPO’s stockholders exercise their conversion right.”

 

Q. Do I have conversion rights?

 

A. If you hold shares of common stock issued in the IPO, then you have the right to vote against adoption of the merger proposal and demand that GBPO convert such shares into an amount in cash equal to a pro rata portion of the funds held in the trust account (net of taxes payable on the interest earned thereon and $             of interest earned on the trust account that has been released to GBPO as of                     , 2008) into which a substantial portion of the net proceeds of the IPO was deposited. This includes any stockholder who acquired shares issued in the IPO or through purchases following the IPO, and such stockholder is entitled to conversion rights.

 

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Q. How do I exercise my conversion rights?

 

A. If you wish to exercise your conversion rights, you must affirmatively vote against adoption of the merger proposal and demand that GBPO convert your shares into cash prior to the close of the vote on the merger proposal at the annual meeting. Any action that does not include an affirmative vote against adoption of the merger proposal will prevent you from exercising your conversion rights. You may exercise your conversion rights by checking the appropriate box on the proxy card and returning it to GBPO so that it is received by GBPO at any time up to the close of the vote on the merger proposal at the annual meeting. If you (i) initially vote for adoption of the merger proposal, but later wish to vote against adoption of the merger proposal and exercise your conversion rights, (ii) initially vote against adoption of the merger proposal and wish to exercise your conversion rights but do not check the box on the proxy card providing for the exercise of your conversion rights or do not send a written request to GBPO to exercise your conversion rights, or (iii) initially vote against adoption of the merger proposal but later wish to vote for the merger proposal, you may request that GBPO send you another proxy card on which you may indicate your intended vote and, if that vote is against adoption of the merger proposal, exercise your conversion rights by checking the box provided for such purpose on the proxy card. You may make such request by contacting GBPO at the phone number or address listed at the end of this section. Any corrected or changed proxy card or written demand of conversion rights must be received by GBPO at any time up to the close of the vote on the merger proposal at the annual meeting.

 

     In addition, in order to exercise your conversion rights you must continue to hold your shares through the completion of the merger and thereafter tender the physical stock certificate to Continental Stock Transfer & Trust Company, our transfer agent, together with written instructions that you wish to convert your shares into your pro rata share of the trust account. Certificates that have not been tendered will not be converted into cash. If you hold the shares in street name, you will need to instruct the account executive at your bank or broker to withdraw the shares from your account and request that a physical stock certificate be issued in your name. Please see “Annual Meeting of GBPO Stockholders—Conversion Rights.”

 

     If, notwithstanding your vote against adoption of the merger proposal and your proper exercise of conversion rights, the merger is completed, then you will be entitled to receive a pro rata portion of the funds held in the trust account (net of taxes payable on the interest earned thereon and $             of interest earned on the trust account that has been released to GBPO as of                     , 2008), calculated as of the date that is two business days prior to the completion of the merger. If you exercise your conversion rights, then you will be exchanging your shares of GBPO common stock for cash and will no longer own these shares. You will be entitled to receive cash for these shares only if you continue to hold these shares through the completion of the merger and thereafter tender your physical stock certificate to our stock transfer agent. If the merger is not completed, then these shares will not be converted into cash.

 

Q. What happens to the GBPO warrants I hold if I vote against adoption of the merger proposal and exercise my conversion rights?

 

A. Exercising your conversion rights does not result in either the conversion or the loss of your warrants. Your warrants will continue to be outstanding following the conversion of your common stock. However, if GBPO does not consummate the merger or an alternate business combination by October 17, 2009, GBPO will be required to commence proceedings to dissolve and liquidate and your GBPO warrants will become worthless.

 

Q. What if I object to the proposed merger? Do I have appraisal rights?

 

A. GBPO stockholders do not have appraisal rights in connection with the merger under the Delaware General Corporation Law (“DGCL”).

 

Q. What happens to the funds held in the trust account after completion of the merger?

 

A.

Upon completion of the merger, GBPO stockholders who voted against the merger proposal and elected to exercise their conversion rights will receive their pro rata portion of the funds in the trust account (net of

 

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taxes payable on the interest earned thereon and $             of interest earned on the trust account that has been released to GBPO as of                     , 2008), calculated as of the date that is two business days prior to the completion of the merger. The balance of the funds in the trust account will be released to GBPO to enable it to pay the purchase price and certain other obligations (including the underwriters’ deferred discount of approximately $7,500,000, depending on the number of shares converted) and any amounts not paid as consideration for the merger may be used to finance operations of GBPO or to effect other mergers.

 

Q. Who will manage GBPO after the merger?

 

A. The current members of GBPO’s board of directors are expected to continue to serve as directors of GBPO following the completion of the merger. In addition, GBPO will appoint Rick Rosen, a managing director of H.I.G., a private equity firm that is an affiliate of H.I.G. Call Center II, Inc., the 99% stockholder of Stream, as a Class I director. Upon completion of the merger, R. Scott Murray, GBPO’s chairman, chief executive officer, president and interim chief financial officer, will become the chairman and chief executive officer of the combined company. In addition, the current Stream executive management team, led by chief executive officer and president Toni Portmann and chief financial officer Tom Andrus, is expected to remain with the combined company post closing.

 

Q. How are directors, officers and strategic advisory council members compensated?

 

A. Our directors, officers and strategic advisory council members do not receive any compensation for their services to GBPO. However, our officers, directors and strategic advisory council members, or their affiliates, beneficially own, in the aggregate, 7,812,500 shares of GBPO common stock and warrants to purchase 7,500,000 shares of GBPO common stock. On                     , 2008 the aggregate market value of these securities (without taking into account any discount due to the restricted nature of these securities) was $            , based on the last reported sales on the American Stock Exchange on that day.

 

Q. What will the business strategy of GBPO be after the merger?

 

A. GBPO intends to continue to pursue and expand upon many of the same strategies that Stream already has been pursuing, including initiatives to improve profit margins and efficiency, expand Stream’s client base, identify opportunities to expand services, open new locations both on-shore and off-shore in places such as China, the Philippines and India, and grow the business both organically. In addition, GBPO expects to continue to seek to acquire businesses complementary to Stream in the BPO industry. However, GBPO’s and Stream’s business strategies may evolve and change over time.

 

Q. What happens if the merger is not completed?

 

A.

If the merger is not completed, GBPO will continue to search for a target company for a business combination. However, GBPO may be required to commence proceedings to dissolve and liquidate if it does not consummate a business combination by October 17, 2009. In any dissolution and liquidation, we would expect the funds held in the trust account (net of taxes payable on the interest earned thereon and $             of interest earned on the trust account that has been released to GBPO as of                     , 2008), plus any remaining net assets not held in trust, would be distributed pro rata to the holders of GBPO’s common stock acquired in the IPO. However, our dissolution and liquidation may be subject to substantial delays and the amounts in the trust account, and each public stockholder’s pro rata portion thereof, may be subject to the claims of creditors or other third parties. See the sections entitled “Risk Factors—If we are unable to complete the business combination with Stream or another party and are forced to dissolve and liquidate, third parties may bring claims against us and, as a result, the proceeds held in trust could be reduced and the per-share liquidation price received by stockholders could be less than $8.00 per share and our warrants will expire worthless,” and “Annual Meeting of GBPO Stockholders—Conversion Rights.” Holders of GBPO common stock acquired prior to the IPO have waived any right to any liquidation distribution with respect to those shares. The GBPO warrants currently outstanding will expire and become worthless if GBPO is required to commence proceedings to dissolve and liquidate. If the merger agreement is terminated by

 

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Stream or GBPO under specified circumstances, GBPO shall pay Stream an aggregate fee of $1,000,000 and, in the event that GBPO subsequently consummates an alternative business combination that would permit or cause the assets in GBPO’s trust account to be distributable to GBPO, an additional $2,500,000. See the section entitled “The Merger Agreement—Fees and Expenses.”

 

Q. If the merger is completed, what will happen to the GBPO common stock, units and warrants?

 

A. The merger will have no effect on the GBPO common stock, units and warrants. They will continue to remain outstanding.

 

Q. When do you expect the merger to be completed?

 

A. It is currently anticipated that the transactions and actions contemplated by the proposals will be completed as promptly as practicable following the meeting to be held on                     , 2008.

 

Q. What do I need to do now?

 

A. GBPO urges you to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the merger will affect you as a stockholder of GBPO. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card.

 

Q. Can I change my vote after I have mailed my signed proxy?

 

A. Yes.  You can revoke your proxy at any time prior to the final vote at the annual meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways: (i) you may submit another properly completed proxy card with a later date; (ii) you may send a written notice that you are revoking your proxy to GBPO’s Secretary at the address listed at the end of this section; or (iii) you may attend the annual meeting and vote in person. Simply attending the annual meeting will not, by itself, revoke your proxy.

 

     If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

 

Q. If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A. No.  Your broker, bank or nominee cannot vote your shares unless you provide them instructions on how to vote, in accordance with the information and procedures provided to you by your broker, bank or nominee. If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. Discretionary items are proposals considered routine under the rules of the American Stock Exchange on which your broker may vote shares held in street name in the absence of your voting instructions. On non-discretionary items for which you do not give your broker instructions, the shares will be treated as broker non-votes. The adjournment proposal is the only discretionary item being proposed at the annual meeting.

 

Q. Do I need to send in my stock certificates?

 

A. Only GBPO stockholders who vote against adoption of the merger proposal and elect to have their shares converted into a pro rata share of the funds in the trust account must tender their physical stock certificate to our stock transfer agent. GBPO stockholders who elect to have their shares converted do not need to tender their physical stock certificate to our stock transfer agent prior to the annual meeting. GBPO stockholders who vote in favor of the adoption of the merger proposal, or who otherwise do not elect to have their shares converted should not submit their stock certificates now or after the merger, because their shares will not be converted or exchanged in connection with the merger.

 

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Q. What should I do if I receive more than one set of voting materials?

 

A. You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. GBPO will promptly deliver a separate copy to you if you call or write our Secretary at the address and telephone number listed below. If you want to receive separate copies of our proxy statement in the future, or if you receive multiple copies and would like to receive only one copy per household, you should contact your bank, broker, or other nominee record holder. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to ensure that all of your GBPO shares are voted at the meeting.

 

Q. Who is paying for this proxy solicitation?

 

A. GBPO is soliciting the proxy represented by the enclosed proxy on behalf of its board of directors, and it will pay all costs of preparing, assembling and mailing the proxy materials. In addition to mailing out proxy materials, GBPO’s chief executive officer, chairman of the board and other officers may solicit proxies by telephone or fax, each without receiving any additional compensation for his services. GBPO has requested brokers, banks and other fiduciaries to forward proxy materials to the beneficial owners of its common stock. GBPO has engaged Innisfree M&A Incorporated to solicit proxies for this annual meeting. GBPO is paying a fixed solicitation fee of $20,000 for solicitation services and a $5 per call fee.

 

Q. Who can help answer my questions?

 

A. If you have questions about the merger or the other proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:

 

     Global BPO Services Corp.
     125 High Street, 30th Floor
     Boston, MA 02110
     Attn: Secretary
     Tel: (617) 517-3252

 

     You may also obtain additional information about GBPO from documents filed with the Securities and Exchange Commission (“SEC”) by following the instructions in the section entitled “Where You Can Find More Information.”

 

     If you have questions regarding the certification of your position or delivery of your stock certificate, please contact:

 

     Continental Stock Transfer & Trust Company
     17 Battery Place
     New York, New York 10004
     Attn: Alexandra M. Albrecht
     Tel: (212) 616-7615

 

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SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information from this proxy statement and does not contain all of the information that is important to you. To better understand the merger, you should read this entire document carefully, including the merger agreement attached to this proxy statement as Annex A. We encourage you to read the merger agreement carefully. It is the legal document that governs the merger and certain other transactions contemplated by the merger agreement. It is also described in detail elsewhere in this proxy statement.

The Parties

GBPO

GBPO is a blank check company organized as a corporation under the laws of the State of Delaware. It was formed for the purpose of effecting a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction or other similar business combination of one or more domestic or international operating businesses. On October 23, 2007, GBPO consummated the IPO of its equity securities from which it received net proceeds of approximately $231,550,000. Approximately $246,300,000, comprised of the net proceeds from the IPO, $7.5 million from the private placement of the founders warrants completed prior to the closing of the IPO and the underwriters’ deferred discount of $7.5 million, were placed into a trust account. The remainder of the net proceeds from the IPO and $             of interest earned on the trust account (net of taxes) that has been released to us as of , 2008, or approximately $             in total, has been or will be used by GBPO to pay the expenses incurred in its pursuit of a business combination as well as general and administrative expenses. As of                     , 2008, GBPO held approximately $             in cash outside the trust account available to fund the consummation of the merger.

If GBPO does not consummate a business combination transaction by October 17, 2009, it will be required to commence proceedings to dissolve and liquidate and distribute to its public stockholders the amount in its trust account (net of taxes payable on the interest earned thereon and $             of interest earned on the trust account that has been released to GBPO as of                     , 2008) plus any of its remaining net assets.

The GBPO common stock, warrants to purchase common stock and units (each unit consisting of one share of common stock and one warrant to purchase common stock) are listed on the American Stock Exchange under the symbols OOO for the common stock, OOO.WS for the warrants and OOO.U for the units.

The current mailing address of GBPO’s principal executive office is Global BPO Services Corp., 125 High Street, 30th Floor, Boston, MA 02110, and its telephone number is (617) 517- 3252.

Stream

Stream is a global provider of CRM and other BPO services to companies in the technology, consumer electronics and communications industries. Stream’s CRM solutions encompass a wide range of telephone, email and Internet based services and technical support programs designed to maximize the long-term value of the relationships between Stream’s clients and their customers, or end-users. Technical support programs may involve technical troubleshooting, hardware, warranty support and game support, hosted services, data management, telecommunications services and professional services. Customer service includes activities such as customer setup/activations, up-sell or cross-sell programs, customer billing inquiries and customer retention programs. Stream works closely with its clients to design and implement large scale, tailored CRM programs that provide comprehensive solutions to their specific business needs. Stream delivers services from its 32 service centers in 16 countries providing clients with numerous site alternatives and service options at various price points, enabling clients to build an optimal mix of service solutions to solve complex issues and create a cost efficient solution for its clients in approximately 30 different languages.

 

 

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Stream delivers its CRM solutions through end-user initiated (inbound) telephone calls, emails and chat sessions that are routed to one or more of Stream’s service centers. Stream’s multi-jurisdiction geographic locations, technology infrastructure and process-driven service model allow it to deliver tailored BPO solutions based on a client’s required servicing needs, linguistic requirements and pricing. Typically an end-user makes an inbound request for technical assistance, seeks product activation or support, or a response to warranty or other issues. Stream’s trained service professionals respond to these inquiries from one of Stream’s service centers utilizing technologically advanced telephone systems and workstations, which are designed to enable the service professional to provide a comprehensive resolution.

Stream seeks to establish long-term, strategic relationships, formalized by renewable multi-year contracts, with clients in the technology, consumer electronics and communications industries. Stream targets these industries because of their growth potential, their complex product and service offerings and their large customer bases, which often require sophisticated customer interactions. Stream focuses on offering CRM solutions to fulfill the needs of these higher complexity programs, where it believes its customer service, technical expertise and its operational processes and performance metrics give it a competitive advantage over other CRM providers. As of December 31, 2007, Stream had 32 facilities in 16 countries with over 16,000 employees.

The Merger

On January 27, 2008, GBPO entered into a merger agreement with Stream pursuant to which GBPO will acquire all of the outstanding shares of capital stock of Stream and Stream will become a wholly-owned subsidiary of GBPO.

The purchase price is $225.8 million, subject to certain working capital and other adjustments and subject to increase under certain circumstances if the closing of the merger does not occur by July 31, 2008. The purchase price is comprised of the following:

 

   

the payment to Stream stockholders and optionholders of an amount in cash equal to $211.3 million, plus an amount equal to 75% of certain capital expenditures made by Stream from July 1, 2008 to the closing and less: (i) the amount of outstanding indebtedness (including capital leases) of Stream at the closing (approximately $103.3 million at March 31, 2008), (ii) transaction expenses of Stream and transaction-related bonuses payable to certain Stream executives (estimated to total $7 million), and (iii) transaction fees of approximately $4 million payable to H.I.G.;

 

   

the issuance to Stream stockholders and optionholders of 1,812,500 units of GBPO, each unit consisting of a share of GBPO common stock and a warrant to purchase a share of GBPO common stock at a purchase price of $6.00 per share (representing approximately 4.7% of the total outstanding capital stock, assuming no exercise of any GBPO warrants) plus up to an additional 335,648 units to the extent that the average closing price of a GBPO unit during the 30-day period ending three business days prior to the closing of the merger is less than $8.00; and

 

   

the assumption of the capital leases of Stream at the closing (estimated at $8.4 million at March 31, 2008) and the assumption, replacement or repayment of other outstanding indebtedness of Stream at the closing (estimated at $72.4 million at March 31, 2008).

 

     The purchase price will be adjusted upward or downward if the working capital of Stream at the closing of the merger is more than $55.5 million or less than $52.5 million, respectively.

 

    

In addition, the purchase price will increase by: (i) $5.0 million in cash if (A) the closing date of the merger is after July 31, 2008 (subject to extension in specified circumstances), (B) Stream’s EBITDA (as defined in the merger agreement) for the seven months ended July 31, 2008 exceeds $15,045,000, and (C) Stream’s

 

 

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revenue for the seven months ended July 31, 2008 exceeds $268,949,000, (ii) an additional increase of $5.0 million in cash if (A) the closing date of the merger is after August 31, 2008 (subject to extension in specified circumstances), (B) Stream’s EBITDA (as defined in the merger agreement) for the eight months ended August 31, 2008 exceeds $17,499,000, and (C) Stream’s revenue for the eight months ended August 31, 2008 exceeds $309,041,000, and (iii) an additional increase of $10.0 million in cash if (A) the closing date for the merger is after September 30, 2008 (subject to extension in specified circumstances), (B) Stream’s EBITDA (as defined in the merger agreement) for the nine months ended September 30, 2008 exceeds $20,619,000, and (C) Stream’s revenue for the nine months ended September 30, 2008 exceeds $351,116,000.

Appraisal Rights

GBPO stockholders do not have appraisal rights in connection with the merger under the DGCL.

Federal Income Tax Consequences of the Merger and Exercise of Conversion Rights

GBPO stockholders who do not exercise their conversion rights will continue to hold their GBPO shares and, as a result, will not recognize any gain or loss for U.S. federal income tax purposes as result of the merger.

GBPO stockholders who exercise their conversion rights to receive cash in exchange for their common stock will be treated for U.S. federal income tax purposes as if their common stock were redeemed in a taxable transaction, resulting in either sale treatment or distribution treatment.

For a description of the federal income tax consequences of the exercise of conversion rights, please see the section entitled “The Merger Proposal—U.S. Federal Income Tax Consequences of the Merger.”

Anticipated Accounting Treatment

The merger will be accounted for under the purchase method of accounting as an acquisition in accordance with U.S. generally accepted accounting principles. This determination was primarily based on GBPO issuing cash for the equity of Stream, assumption, replacement or repayment of certain amounts of indebtedness, the GBPO board of directors maintaining a majority after the merger and GBPO’s chairman, chief executive officer, president and interim chief financial officer becoming the chairman and chief executive officer of the combined company. The net assets of Stream will be stated at fair value and any excess purchase price will be allocated first to identifiable intangible assets and will be amortized over their respective useful lives. The remainder will be treated as goodwill on GBPO’s balance sheet. A periodic assessment of the value of the goodwill will be conducted by GBPO and any permanent impairment in value will be taken as a charge to future earnings. GBPO has not yet completed the allocation of purchase price for accounting purposes. Accordingly, any excess of fair value of net assets has been allocated to goodwill until such determination has been made.

Regulatory Matters

The completion of the merger and the other transactions contemplated by the merger agreement is subject to review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and potentially other regulatory requirements. Please see “The Merger Proposal—Regulatory Matters.”

GBPO’s Recommendation to Stockholders; Reasons for Approval of the Merger

After careful consideration of the terms and conditions of the merger proposal, GBPO’s board of directors has determined that the merger proposal is fair to and in the best interests of GBPO and its stockholders. In reaching its decision with respect to the merger and the transactions contemplated by the merger agreement,

 

 

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GBPO’s board of directors reviewed various industry and financial data and considered the due diligence and evaluation materials provided by Stream in order to determine that the consideration to be paid in connection with the merger was reasonable. Please see “The Merger Proposal—GBPO’s Board of Directors’ Reasons for Approval of the Merger” and “—Recommendation of GBPO’s Board of Directors.” On January 23, 2008 Bear Stearns delivered to GBPO’s board of directors its written opinion that, as of that date and based upon and subject to the factors, limitations and assumptions described in the opinion, the consideration to be paid by GBPO pursuant to the merger agreement was fair from a financial point of view to GBPO. Please see “The Merger Proposal—Opinion of Bear Stearns.” Accordingly, GBPO’s board of directors recommends that GBPO stockholders vote:

 

   

FOR the merger proposal;

 

   

FOR the authorized share proposal;

 

   

FOR the post-closing charter amendment proposal;

 

   

FOR the incentive plan proposal;

 

   

FOR the election of director proposal; and

 

   

FOR the adjournment proposal.

Management of GBPO

After the completion of the merger, Messrs. Murray, Howe, Moore, O’Leary and Conway will continue to serve as members of GBPO’s board of directors and Messrs. Murray, Linnell and Ms. Flaherty will continue to serve as officers of GBPO.

GBPO’s Founding Stockholder Ownership

GBPO’s board of directors has fixed the close of business on                     , 2008 as the record date for the determination of stockholders entitled to notice of, and to vote at, the annual meeting and at any adjournments or postponements thereof. As of                     , 2008, our founding stockholders beneficially held and are entitled to vote, in the aggregate,            shares of common stock, representing approximately     % of the outstanding common stock, of which              were issued prior to the IPO and of which              were purchased by the founding stockholders following the IPO and immediately prior to the filing of this proxy statement. Such number does not include the 7,500,000 shares of common stock issuable upon exercise of certain of the founding stockholders’ warrants. With respect to the proposal for approval of the merger only, each of the founding stockholders has agreed to vote all shares of GBPO common stock acquired prior to the IPO, and any shares of common stock acquired in or after the IPO, representing in the aggregate 20% of the total shares outstanding as of February 29, 2008, in the same manner as the majority of the votes cast by the holders of the common stock issued in the IPO other than the founding stockholders. This voting arrangement does not apply to any proposal other than the merger proposal. The founding stockholders intend to vote in favor of each of the other five proposals on which the GBPO stockholders are being asked to vote. Record holders of warrants do not have voting rights with respect to such warrants.

Interests of GBPO Directors and Officers in the Merger

When you consider the recommendation of GBPO’s board of directors in favor of adoption of the merger proposal, you should keep in mind that GBPO’s directors and officers have interests in the merger that are different from, or in addition to, your interests as a stockholder.

These interests include, among other things:

 

   

If this merger is not approved, and GBPO fails to consummate an alternative business combination prior to October 17, 2009, GBPO may liquidate. In such event, the 7,812,500 shares of common stock held by the founding stockholders, including GBPO’s officers and directors and their affiliates and

 

 

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other persons, that were acquired prior to or concurrently with the IPO will be worthless because the founding stockholders are not entitled to receive any liquidation proceeds with respect to such shares. Such shares had an aggregate market value of $             based on the last sale price of $             on the American Stock Exchange on                     , 2008, the record date. The founding stockholders paid $7,500,000 for the 7,500,000 founder warrants.

 

   

In addition, the 7,500,000 founder warrants will become worthless if this merger is not consummated and GBPO fails to consummate an alternative business combination prior to October 17, 2009. These warrants had an aggregate market value of $             based upon the last sale price of $             on the American Stock Exchange on                     , 2008, the record date.

 

   

After the completion of the merger, Messrs. Murray, Howe, Moore, O’Leary and Conway will continue to serve as members of GBPO’s board of directors and Messrs. Murray, Linnell and Ms. Flaherty will continue to serve as officers. As such, in the future they may receive cash compensation, board fees, stock options or stock awards if GBPO’s board of directors so determines. GBPO currently has made no determinations regarding the compensation it will pay its directors or officers after completion of the merger or whether it plans to enter into any employment agreements with its officers. On March 11, 2008, Charles F. Kane resigned his positions as GBPO’s executive vice president, chief financial officer, chief administrative officer and treasurer. Also on March 11, 2008, R. Scott Murray, our chairman, chief executive officer and president, was appointed interim chief financial officer and Lloyd Linnell, our chief information and technology officer was appointed treasurer. A search for a new chief financial officer is underway.

 

   

If we are unable to complete a business combination and are forced to liquidate, Scott Murray, Charles Kane, Lloyd Linnell and Sheila Flaherty will be jointly and severally liable under certain circumstances (for example, if a vendor does not waive any rights or claims to the trust account) to ensure that the proceeds in the trust account are not reduced by the claims of vendors, service providers or other entities that are owed money by us for services rendered or contracted for or products sold to us or by claims of prospective target businesses for fees and expenses of third parties that we agree to pay in the event we do not consummate a combination with such target business. However, we cannot assure you that they will be able to satisfy those obligations if they are required to do so. To date, GBPO has incurred expenses of approximately $1,000,000 for out-of-pocket expenses as of April 15, 2008 for certain legal and accounting services for which Messrs. Murray, Linnell, Kane and Ms. Flaherty may be personally liable to the extent the assets of GBPO outside of the trust account are not available therefor.

Certain Other Interests in the Merger

In addition to the interests of our directors and officers in the merger, you should keep in mind that certain individuals promoting the merger and/or soliciting proxies on behalf of GBPO have interests in the merger that are different from, or in addition to, your interests as a stockholder. In connection with our IPO, the underwriters agreed to defer fees equal to 3% of the gross proceeds from the sale of the units to the public stockholders, or approximately $7,500,000, until the consummation of our initial business combination.

In connection with its IPO, GBPO agreed to sell to its underwriters in its IPO, for $100, an option to purchase up to a total of 1,562,500 units. The units issuable upon exercise of this option are identical to those offered in GBPO’s IPO, except that the warrants included in the option have an exercise price of $7.20 (120% of the exercise price of the warrants included in the units sold in GBPO’s IPO). This option is exercisable at $9.60 per unit, commencing on the later of the consummation of a business combination and October 17, 2008 and expiring October 17, 2011. The exercise price and the number of units issuable upon exercise of the option may be adjusted in certain circumstances.

In addition, the exercise of our directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the merger may result in a conflict of interest when determining whether such changes or waivers are

 

 

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appropriate and in our stockholders’ best interest. Please see “The Merger Proposal—Interests of GBPO Directors and Officers in the Merger.”

The Authorized Share Proposal

Assuming the merger proposal is approved, GBPO stockholders are also being asked to approve an amendment to our existing certificate of incorporation, to be effective prior to the closing of the merger, to increase the number of authorized shares of GBPO capital stock from 120,000,000 shares to              shares.

The Post-Closing Charter Amendment Proposal

Assuming the merger proposal is approved, GBPO stockholders are also being asked to approve an amendment to our existing certificate of incorporation, to be effective after to the closing of the merger, to, among other things, (A) change GBPO’s name from “Global BPO Services Corp.” to “Stream Global Services, Inc.” and (B) remove, effective after the consummation of the merger, (1) certain provisions of Article Third and (2) the entirety of Article Sixth of the second amended and restated certificate of incorporation, all of which relate to the operation of GBPO as a blank check company prior to the consummation of a business combination, and to add provisions regarding dividends and distributions.

The Incentive Plan Proposal

Assuming the merger proposal is approved, GBPO stockholders are also being asked to approve the adoption of the 2008 stock incentive plan, pursuant to which GBPO will reserve up to              shares of common stock, for issuance in accordance with the stock incentive plan’s terms. The stock incentive plan has been established to enable us to attract, retain, motivate and provide additional incentives to certain directors, officers, employees, consultants and advisors, whose contributions are essential to our growth and success by enabling them to participate in our long-term growth through the exercise of stock options and the ownership of our stock. For more information regarding the stock incentive plan, please see “The Incentive Plan Proposal.” Additionally, the stock incentive plan is attached to this proxy statement as Annex D. We encourage you to read the plan in its entirety.

The Election of Director Proposal

You are being asked to elect the Class I member of GBPO’s board of directors to serve until the 2011 annual stockholders meeting and until his successor is duly elected and qualified. Please see “Directors and Executive Officers of GBPO Following the Merger” for information regarding this person.

Date, Time and Place of Annual Meeting of GBPO Stockholders

The annual meeting of the stockholders of GBPO will be held at     a.m./p.m. Eastern Time, on                     , 2008, at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109. A proposal to adjourn the meeting to a later date or dates may be presented, if necessary, to permit further solicitation and vote of proxies, if, based upon the tabulated vote at the time of the annual meeting, GBPO is not authorized to consummate the merger. Please see “The Adjournment Proposal” for more information.

Voting Power; Record Date

Only stockholders of record at the close of business on                     , 2008 will be entitled to vote at the annual meeting. On this record date, there were              shares of common stock outstanding and entitled to vote at the annual meeting. Each holder of common stock is entitled to one vote per share on each proposal on which such shares are entitled to vote at the annual meeting. Holders of warrants are not entitled to vote at the annual meeting.

 

 

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Quorum and Vote of GBPO Stockholders

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if holders of at least a majority of the issued and outstanding shares entitled to vote are present in person or by proxy at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement.

 

   

The approval of the merger proposal will require the vote of a majority of the outstanding shares of common stock issued in the IPO. If the holders of an aggregate of 30% or more of the shares issued in the IPO vote against the merger proposal and demand to convert their shares into a pro rata portion of our trust account no later than the close of the vote on the merger proposal at the annual meeting, the remaining proposals, other than the election of director proposal and the adjournment proposal, will not be presented at the annual meeting for adoption.

 

   

The approval of the authorized share proposal will require the affirmative vote by the holders of a majority of the outstanding shares of GBPO common stock.

 

   

The approval of the post-closing charter amendment proposal will require the affirmative vote by the holders of a majority of the outstanding shares of GBPO common stock.

 

   

The approval of the incentive plan proposal will require the affirmative vote of holders of shares of common stock having a majority in voting power of the votes cast by the holders of all of the shares of GBPO common stock present or represented at the meeting.

 

   

The approval of the election of director proposal will require the plurality of the votes cast by GBPO stockholders entitled to vote on the election.

 

   

The approval of the adjournment proposal will require the majority vote of the voting power of the stockholders present or represented at the meeting and entitled to vote.

Please note that you cannot seek conversion of your shares unless you affirmatively vote against the adoption of the merger proposal, demand that GBPO convert your shares into cash no later than the close of the vote on the merger proposal at the annual meeting, continue to hold your shares through the completion of the merger and present your physical stock certificate to our stock transfer agent.

Proxies and Proxy Solicitation Costs

GBPO is soliciting the proxy represented by the enclosed proxy on behalf of its board of directors, and it will pay all costs of preparing, assembling and mailing the proxy materials. In addition to mailing out proxy materials, GBPO’s chief executive officer, chairman of the board and other officers may solicit proxies by telephone or fax, each without receiving any additional compensation for his services. GBPO has requested brokers, banks and other fiduciaries to forward proxy materials to the beneficial owners of its common stock. GBPO has engaged Innisfree M&A Incorporated to solicit proxies for this annual meeting. GBPO is paying a fixed solicitation fee of $20,000 for solicitation services and a $5 per call fee.

If you grant a proxy, you may still vote your shares in person if you revoke your proxy before the annual meeting.

Quotation or Listing

GBPO’s outstanding common stock, warrants and units are listed on the American Stock Exchange.

Risk Factors

In evaluating the merger proposal, the authorized share proposal, the post-closing charter amendment proposal, the incentive plan proposal, the election of director proposal and the adjournment proposal, you should

 

 

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carefully read this proxy statement and especially consider the factors discussed in the section entitled “Risk Factors.”

Holders

As of April 11, 2008, there was 1 holder of record of the units, 12 holders of record of the common stock and 11 holders of record of the warrants.

 

 

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GBPO SELECTED FINANCIAL DATA

The selected consolidated historical financial information of GBPO as of and for the period from June 26, 2007 (date of inception) through December 31, 2007 have been derived from the financial statements of GBPO, which have been audited by BDO Seidman, LLP, an independent registered public accounting firm, included in this proxy statement. Prior to June 26, 2007 GBPO had no operations. This selected financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operation—GBPO” and the financial statements and related notes of GBPO included elsewhere in this proxy statement.

Statement of Operations Data (in thousands):

 

     Period from June 26, 2007
(date of inception) to
December 31, 2007

Interest Income

   $ 2,119

Expenses:

  

Formation, general and administrative costs

     216

Administrative fees paid to Trillium Capital LLC

     23

Interest expense to certain founding stockholders

     3
      

Total Expenses

     242
      

Income before provision for income taxes

     1,877

Provision for income taxes

     760
      

Net income for the period

   $ 1,117
      

Balance Sheet Data (in thousands):

 

    

December 31, 2007

Total current assets

   $ 248,526

Equipment, net of accumulated depreciation of $1,658

     27

Deferred transaction costs

     164

Total assets

     248,717

Total current liabilities

     8,563

Common stock subject to possible conversion

     73,875

Stockholders’ equity

     166,280

On October 23, 2007, GBPO consummated its IPO of 31,250,000 units at a price of $8.00 per unit. Proceeds from the IPO totaled approximately $231.5 million, which were net of approximately $18.5 million in underwriting fees and other expenses related to the IPO. After the deposit of $7.5 million in connection with the purchase of the founders warrants and the underwriters’ deferred discount of $7.5 million and payments for working capital and transaction related costs GBPO has $246.3 million held in a trust account, which is included in current assets at December 31, 2007.

 

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL INFORMATION OF STREAM

The selected consolidated historical financial information of Stream as of December 31, 2006 and 2007 and for the year ended December 31, 2005, 2006 and 2007 have been derived from the consolidated financial statements of Stream, which have been audited by Ernst & Young, LLP, an independent registered public accounting firm, included in this proxy statement. The selected consolidated historical financial information of Stream for the period from January 1, 2003 to June 16, 2003 were derived from unaudited financial information obtained from Spectrum Integrated Services, Inc. whose service center operation was purchased by Stream on June 17, 2003, adjusted for pro forma tax based on the effective tax rate used in the period from June 17, 2003 to December 31, 2003. The selected financial data as of December 31, 2003, 2004 and 2005 and for the period June 17, 2003 to December 31, 2003 and for the year ended December 31, 2004 were derived from audited consolidated financial statements not included in this proxy statement. This selected financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Stream” and the consolidated financial statements and related notes of Stream included elsewhere in this proxy statement.

 

    Predecessor   Period from
June 17,

2003 to
December 31,

2003
             
    Period
from
January 1,
2003 to
June 16,

2003
    Years Ended
December 31,
 
        2004     2005     2006     2007  
    (unaudited)   (amounts in thousands)        

Statement of Operations Data:

           

Revenue

  $ 29,553   $ 25,980     $ 215,613     $ 310,905     $ 405,547     $ 483,569  

Direct cost of revenue

    20,462     18,449       140,927       217,078       276,868       320,935  
                                             

Gross profit

    9,091     7,531       74,686       93,827       128,679       162,634  

Operating expenses

    8,779     8,372       70,450       104,941       123,209       156,740  
                                             

Income (loss) from operations

    312     (841 )     4,236       (11,114 )     5,470       5,894  

Interest expense, net

    —       128       1,843       4,646       8,473       12,055  

Other (income) expenses, net

    —       524       1,093       (3,145 )     (2,177 )     (997 )
                                             

Income (loss) before income taxes, discontinued operations and extraordinary gain

    312     (1,493 )     1,300       (12,615 )     (826 )     (5,164 )
                                             

Income taxes

    117     (559 )     2,203       4,939       4,523       6,159  
                                             

Loss before discontinued operations and extraordinary gain

    195     (934 )     (903 )     (17,554 )     (5,349 )     (11,323 )
                                             

Income from discontinued operations, net of tax

    1,539     2,427       3,523       —         —         —    

Extraordinary gain from negative goodwill on acquisition

    —       2,163       22,225       —         —         —    
                                             

Net income (loss)

  $ 1,734   $ 3,656     $ 24,845     $ (17,554 )   $ (5,349 )   $ (11,323 )
                                             

 

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     December 31,
     2003(1)    2004(2)    2005    2006    2007
    

(amounts in thousands)

Balance Sheet Data:

              

Total current assets

   $ 14,813    $ 86,732    $ 78,635    $ 102,825    $ 138,914

Property, equipment and fixtures, net

     997      7,883      21,975      25,977      36,656

Total assets

     16,290      110,908      118,722      145,117      193,416

Total current liabilities

     9,970      44,932      54,111      60,674      148,685

Long-term debt

     1,500      32,313      51,077      72,822      28,692

Stockholders’ equity

     4,677      31,964      12,234      10,309      7,352

 

(1) Stream accounted for its June 16, 2003 acquisition of ECE Holdings, Inc. from Spectrum Integrated Services, Inc. and its April 13, 2004 acquisition of Stream International, Inc., Stream New York, Inc., Solectron Global Services Italy S.r.l., and Stream (Bermuda) Ltd. from the Solectron Corporation in accordance with Statement of Financial Accounting Standards No. 141, Business Combinations (SFAS 141). SFAS 141 requires that the excess of the fair market value of identifiable net assets acquired in a business combination over the cost of the acquired business be applied to reduce the carrying amount of long lived assets, and that any such excess of the value of the assets over costs remaining after reducing the value of the long lived assets to zero, be recognized as extraordinary gain. Accordingly, Stream recognized extraordinary gains of $3.5 million (and related deferred income tax liability of $1.35 million) and $22.2 million as of June 16, 2003 and April 13, 2004, respectively, and no equipment and fixtures or other non-current assets were recorded in connection with either acquisition. The book value for the furniture, fixtures and equipment acquired in the April 13, 2004 transaction was written off in its entirety because Stream was required to allocate the purchase price to more liquid assets as a result of compliance with SFAS 141.

 

(2) On April 13, 2004, Stream acquired Stream International, Inc., Stream New York, Inc., Solectron Global Services Italy S.r.l., and Stream (Bermuda) Ltd. from the Solectron Corporation by assuming $27.7 million of capital lease obligations and letters of credit. On July 22, 2004, Stream acquired 83% of the outstanding equity of Infowavz International Private Limited for a total purchase price of $8.8 million. The results of operations of Stream International, Inc., Stream New York, Inc., Solectron Global Services Italy S.r.l., and Stream (Bermuda) Ltd. and Infowavz have been included in Stream’s consolidated financial statements since each of their respective dates of acquisition.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The unaudited pro forma condensed combined financial statements combine (i) the historical balance sheets of GBPO and Stream as of December 31, 2007, giving pro forma effect to the merger as if it had occurred on December 31, 2007 and (ii) the historical statements of operations of GBPO for the period June 26, 2007 (inception) to December 31, 2007 and Stream for the year ended December 31, 2007, giving pro forma effect to the acquisition as if it had occurred on January 1, 2007.

The historical financial information has been adjusted to give effect to pro forma events that are directly attributable to the transaction, are factually supportable and, in the case of the pro forma statements of operations, have a recurring impact. The pro forma adjustments are preliminary, and the unaudited pro forma condensed combined financial statements are not necessarily indicative of the financial position or results of operations that may have actually occurred had the acquisition taken place on the dates noted, or the future financial position or operating results of the combined company. The pro forma adjustments are based upon available information and assumptions that we believe are reasonable. Under the purchase method of accounting, the total purchase price will be allocated to the net tangible and intangible assets acquired and liabilities assumed, based on various estimates of their respective fair values. The purchase price allocations set forth in the following unaudited pro forma condensed combined financial statements are based on the current book value of Stream’s tangible assets and liabilities, until such time that GBPO can complete their assessment of the estimated fair value of Stream net assets acquired. GBPO expects to complete the valuation for accounting purposes following the close of the transaction in accordance with SFAS No. 141, Business Combinations. GBPO expects that the allocation of tangible assets acquired will include, among other things, items such as cash, accounts receivable, unbilled accounts receivable, prepaid expenses and deposits, property and equipment and tangible liabilities to include, among other things, items such as accounts payable, accrued liabilities, income taxes (accrued and deferred), capital lease obligations and any long-term debt assumed in the transaction. GBPO also expects to allocate a portion of the purchase price for accounting purposes to intangible assets and liabilities such as customer relationships, brands and trademarks, any lease contracts that may not be at fair value, and internally developed software or technology. Deferred taxes will be recorded for the difference between the book and tax basis of tangible and intangible assets and liabilities other than goodwill. The remainder will be allocated to goodwill, which will not be amortized, but will be reviewed annually and on an interim basis if the events or changes in circumstances between annual tests indicate that an asset might be impaired. The final valuations, and any interim updated preliminary valuation estimates, may differ materially from these preliminary valuation estimates and, as a result, the final allocation of the purchase price may result in reclassifications of the allocated amounts that are materially different from the purchase price allocations reflected below. Upon the completion of GBPO’s assessment of the estimated fair value of Stream net assets acquired, any material change in the valuation estimates and related allocation of the purchase price would materially impact GBPO’s depreciation and amortization expenses, the unaudited pro forma condensed combined financial statements and GBPO’s results of operations after the acquisition.

GBPO will complete the merger with Stream only if a majority of the shares of common stock issued in the IPO are voted in favor of the merger and only holders of 29.99% or less of the shares of common stock issued in the IPO exercise their conversion rights. Each of GBPO’s founding stockholders has agreed to vote all shares of GBPO common stock acquired prior to the IPO, and any shares of common stock acquired in or after the IPO, representing in the aggregate 20% of the total shares outstanding as of February 29, 2008, in the same manner as the majority of the votes cast by the holders of the common stock issued in the IPO other than the founding stockholders. This voting arrangement does not apply to any proposal other than the merger proposal. The founding stockholders intend to vote in favor of each of the other five proposals on which the GBPO stockholders are being asked to vote.

 

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The following unaudited pro forma condensed combined financial statements have been prepared using two different levels of assumptions with respect to the number of outstanding shares of GBPO common stock, as follows:

 

   

Assuming Maximum Approval: This presentation assumes that 100% of GBPO stockholders approve the merger; and

 

   

Assuming Minimum Approval: This presentation assumes that holders of only 70.01% of the outstanding shares of GBPO common stock approve the merger and holders of the remaining 29.99% all vote against the merger and elect to exercise their conversion rights.

GBPO is providing this information to aid you in your analysis of the financial aspects of the merger and it is presented for informational purposes only. The unaudited pro forma condensed combined financial statements described above should be read in conjunction with the historical financial statements of GBPO and Stream and the related notes thereto included elsewhere in this proxy statement.

 

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Unaudited Pro Forma Condensed Combined Balance Sheet

December 31, 2007

(in thousands)

 

     GBPO    Stream     Pro Forma
Adjustments
(assuming
maximum
approval)
         Pro Forma
(assuming
maximum
approval)
   Additional
Pro Forma
Adjustments
(assuming
minimum
approval)
    Pro Forma
(assuming
minimum
approval)

Assets

                 

Current assets:

                 

Cash and cash equivalents

   $ 1,162    $ 12,577     $ 246,300     A    $ 125,777    $ (73,875 )F   $ 51,902
          (92,700 )   B         —      
          (22,294 )   C         —      
          (768 )   D         —      
          (7,500 )   H         —      
          (11,000 )   M         —      

Cash and cash equivalents held in trust account

     246,300      —         (246,300 )   A      —        —         —  

Accrued interest held in trust account

     913      —         —            913      —         913

Accounts receivable, net

     —        115,794       —            115,794      —         115,794

Deferred income taxes

     —        1,113       —            1,113      —         1,113

Prepaid expenses and other current assets

     151      9,430       —            9,581      —         9,581
                                               

Total current assets

     248,526      138,914       (134,262 )        253,178      (73,875 )     179,303

Equipment and fixtures, net

     27      36,656       —            36,683      —         36,683

Deferred income taxes

     —        5,171       —            5,171      —         5,171

Deferred transaction costs

     165      —         (165 )   B      —        —         —  

Goodwill

     —        8,066       114,126     B      122,192      —         122,192

Other assets

     —        4,609       (1,176 )   B      4,201      —         4,201
          768     D         —      
                                               

Total assets

   $ 248,718    $ 193,416     $ (20,709 )      $ 421,425    $ (73,875 )   $ 347,550
                                               

Liabilities and Stockholders’ Equity

                 

Current liabilities:

                 

Accounts payable

   $ —      $ 6,843     $ —          $ 6,843    $ —       $ 6,843

Accrued employee compensation and benefits

     —        40,226       —            40,226      —         40,226

Other accrued expenses

     303      15,315       12,937     B      17,555      —         17,555
          (11,000 )   M         —      

Deferred underwriting fee

     7,500      —         (7,500 )   H      —        —         —  

Current portion of long-term debt

     —        76,732       (76,732 )   D      —        —         —  

Current portion of capital lease obligations

     —        2,200       —            2,200      —         2,200

Other current liabilities

     760      7,369       —            8,129      —         8,129
                                               

Total current liabilities

     8,563      148,685       (82,295 )        74,953      —         74,953

Long-term debt, net of current portion

     —        22,294       (22,294 )   C      76,732      —         76,732
          76,732     D         —      

Capital lease obligations, net of current portion

     —        6,398       —            6,398      —         6,398

Other liabilities

     —        8,687       —            8,687      —         8,687
                                               

Total liabilities

     8,563      186,064       (27,857 )        166,770      —         166,770

Common stock subject to possible conversion, 9,374,999 shares at conversion value

     73,875      —         (73,875 )   E      —        —         —  

Stockholders’ equity:

                 

Common stock

     30      84       2     B      41      (9 )F     32
          9     E         —      
          (84 )   J         —      

Additional capital

     —        5,337       (5,337 )   J      —        —         —  

Additional paid-in capital

     165,133      —         14,498     B      253,497      (73,866 )F     179,631
          73,866     E         —      

Retained earnings (deficit)

     —        (5,723 )     1,117     I      1,117      —         1,117
          5,723     J         —      

Retained earnings accumulated in the development stage

     1,117      —         (1,117 )   I      —        —         —  

Accumulated other comprehensive income

     —        7,654       (7,654 )   J      —        —         —  
                                               

Total stockholders’ equity

     166,280      7,352       81,023          254,655      (73,875 )     180,780
                                               

Total liabilities and stockholders’ equity

   $ 248,718    $ 193,416     $ (20,709 )      $ 421,425    $ (73,875 )   $ 347,550
                                               

 

See notes to the unaudited pro forma condensed combined financial statements.

 

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Unaudited Pro Forma Condensed Combined Statement of Operations

Year Ended December 31, 2007

(in thousands, except share and per share data)

 

    GBPO     Stream     Pro Forma
Adjustments
(assuming
maximum
approval)
         Pro Forma
(assuming
maximum
approval)
    Additional
Pro Forma
Adjustments
(assuming
minimum
approval)
       Pro Forma
(assuming
minimum
approval)
 

Revenue

  $ —       $ 483,569     $ —          $ 483,569     $ —        $ 483,569  

Direct cost of revenue

    —         320,935       —            320,935       —          320,935  
                                                   

Gross profit

    —         162,634       —            162,634       —          162,634  

Operating expenses:

                 

Selling, general and administrative expenses

    216       144,119       —            144,335       —          144,335  

Management fees and expenses to stockholder

    23       562       (562 )   K      23       —          23  

Depreciation and amortization

    —         12,059       —            12,059       —          12,059  
                                                   

Total operating expenses

    239       156,740       (562 )        156,417       —          156,417  
                                                   

Income (loss) from operations

    (239 )     5,894       562          6,217       —          6,217  
                                                       

Other (income) expenses, net:

                 

Interest income

    (2,119 )     —         2,119     O      —         —          —    

Foreign currency transaction gain

    —         11       —            11       —          11  

Other (income) expense, net

    —         (1,008 )     —            (1,008 )     —          (1,008 )

Interest expense, net

    3       12,055       (3,660)     C      8,084       —          8,084  
        (5,741 )   L        —       
        154     N        —       
        5,273     P        —       
                                                   

Total other (income) expenses, net

    (2,116 )     11,058       (1,855 )        7,087       —          7,087  
                                                   

Income (loss) before income taxes

    1,877       (5,164 )     2,417          (870 )     —          (870 )

Income taxes

    760       6,159       (760 )   Q      6,159       —          6,159  
                                                   

Net income (loss)

  $ 1,117     $ (11,323 )   $ 3,177        $ (7,029 )   $ —        $ (7,029 )
                                                   

Income (loss) per share:

                 

Basic and diluted

  $ 0.07            $ (0.17 )        $ (0.22 )
                                   

Weighted-average shares outstanding:

                 

Basic and diluted

    16,188,609         G      40,875,000       G      31,500,001  
                                   

 

See notes to the unaudited pro forma condensed combined financial statements.

 

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Note 1—Description of Transaction and Basis of Presentation

On January 27, 2008, GBPO entered into an agreement and plan of merger with Stream (the “merger agreement”), pursuant to which GBPO will acquire all of the outstanding shares of capital stock of Stream and Stream will become a wholly-owned subsidiary of GBPO.

The purchase price is $225,800, subject to certain working capital and other adjustments and subject to increase under certain circumstances if the closing of the merger does not occur by July 31, 2008. The purchase price is comprised of the following:

 

   

the payment to Stream stockholders and optionholders of an amount in cash equal to $211,300, plus an amount equal to 75% of certain capital expenditures made by Stream from July 1, 2008 to the closing and less: (i) the amount of outstanding indebtedness (including capital leases) of Stream at the closing (approximately $107,600 at December 31, 2007), (ii) transaction expenses of Stream and transaction-related bonuses payable to certain Stream executives (estimated to total $7,000), and (iii) transaction fees of approximately $4,000 payable to H.I.G.;

 

   

the issuance to Stream stockholders and optionholders of 1,812,500 units of GBPO, each unit consisting of a share of GBPO common stock and a warrant to purchase a share of GBPO common stock at a purchase price of $6.00 per share, representing approximately 4.7% of the total outstanding capital stock, assuming no exercise of any GBPO warrants, plus up to an additional 335,648 units to the extent that the average closing price of a GBPO unit during the 30-day period ending three business days prior to the closing of the merger is less than $8.00; and

 

   

the assumption of the capital leases of Stream at the closing (approximately $8,600 at December 31, 2007) and the assumption, replacement or repayment of other outstanding indebtedness of Stream at the closing (approximately $99,000 at December 31, 2007).

The purchase price will be adjusted upward or downward if the working capital of Stream at the closing of the merger is more than $55,500 or less than $52,500, respectively.

In addition, the purchase price will increase by: (i) $5,000 in cash if (A) the closing date of the merger is after July 31, 2008 (subject to extension in specified circumstances), (B) Stream’s EBITDA (as defined in the merger agreement) for the seven months ended July 31, 2008 exceeds $15,045, and (C) Stream’s revenue for the seven months ended July 31, 2008 exceeds $268,949, (ii) an additional increase of $5,000 in cash if (A) the closing date of the merger is after August 31, 2008 (subject to extension in specified circumstances), (B) Stream’s EBITDA (as defined in the merger agreement) for the eight months ended August 31, 2008 exceeds $17,499, and (C) Stream’s revenue for the eight months ended August 31, 2008 exceeds $309,041, and (iii) an additional increase of $10,000 in cash if (A) the closing date for the merger is after September 30, 2008 (subject to extension in specified circumstances), (B) Stream’s EBITDA (as defined in the merger agreement) for the nine months ended September 30, 2008 exceeds $20,619, and (C) Stream’s revenue for the nine months ended September 30, 2008 exceeds $351,116.

GBPO has entered into a commitment letter with Stream’s existing bank lender, PNC Bank, National Association (“PNC”) for credit facilities totaling approximately $108,700 that would become effective upon the closing of the merger (the “PNC Commitment Letter”). PNC has committed to provide $30,000 of the financing and to use its best efforts to syndicate the remainder to a combination of existing and new lenders to Stream, subject to various closing conditions. Of this financing, up to $100,000 would be a senior secured revolving credit facility under which borrowing availability will be based on, among other things, Stream’s eligible accounts receivable. The balance of the financing would consist of a senior secured domestic term loan of up to $5,810 and a senior secured foreign term loan of up to $2,886. The financing facilities would have a five-year

 

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term from the date of the closing of the Stream transaction. Outstanding balances under the credit facility would bear interest at LIBOR plus a margin ranging from LIBOR plus 200 to 250 basis points and the term loans would bear interest at LIBOR plus 275 to 325 basis points based on the combined company’s fixed charge coverage ratio. The balance outstanding under Stream’s existing credit facility and term loans (approximately $73,100 at February 29, 2008) would be assumed as part of the new revolving credit and term debt facility.

For purposes of these unaudited pro forma condensed combined financial statements, the estimated consideration payable by GBPO to the stockholders and holders of vested options of Stream at closing was calculated as follows using Stream’s indebtedness outstanding as of December 31, 2007:

 

Purchase price per agreement

   $ 225,800  

Minus: Stream indebtedness (including capital leases)

     (107,600 )

Minus: Stream transaction fees(1)

     (7,000 )

Minus: transaction fees payable to H.I.G.(1)

     (4,000 )
        

Consideration payable by GBPO to Stream at closing

   $ 107,200  
        

 

(1) Pursuant to the merger agreement, certain transaction fees, costs and expenses incurred by Stream in connection with the merger will be subtracted from the consideration payable to Stream at closing. At closing, such transaction expenses are estimated to total $11,000.

Note 2—Pro Forma Adjustments

There were no inter-company balances or transactions between GBPO and Stream as of the dates and for the periods of these pro forma condensed combined financial statements.

The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had GBPO and Stream filed consolidated income tax returns during the periods presented.

The pro forma adjustments included in the unaudited pro forma condensed combined financial statements are as follows:

(A) To record the reclassification of funds held in trust by GBPO.

(B) To record the purchase price consisting of the payment of $92,700 in cash, the issuance of approximately 1.8 million units of GBPO valued at $14,500, the recording of $3,000 of GBPO costs related to the transaction for investment banking, legal, accounting, printing and other transaction related costs, and the allocation of the purchase price of the assets acquired and liabilities assumed at December 31, 2007 as follows:

 

Calculation of allocable purchase price:

  

Cash

   $ 92,700

Units**

     14,500

GBPO transaction related costs

     3,000
      

Total allocable purchase price

   $ 110,200
      

 

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Estimated allocation of purchase price*:

  

Cash

   $ 12,577  

Accounts receivable, net

     115,794  

Deferred income taxes—current

     1,113  

Other current assets

     9,430  

Equipment and fixtures, net

     36,656  

Deferred income taxes

     5,171  

Goodwill

     122,192  

Other assets

     3,433  

Accounts payable

     (6,843 )

Accrued expenses and other

     (65,643 )

Current portion of long-term debt

     (76,732 )

Current portion of capital lease obligations

     (2,200 )

Other current liabilities

     (7,369 )

Long-term debt, net of current portion

     (22,294 )

Capital lease obligations, net of current portion

     (6,398 )

Other liabilities

     (8,687 )
        

Stream net assets acquired

   $ 110,200  
        

 

* The purchase price allocation has not been finalized and is subject to change upon recording of actual transaction costs and completion of valuations of tangible and intangible assets and liabilities. GBPO expects to complete the valuation for accounting purposes following the close of the transaction. See further discussion at Note 3. For pro forma purposes, all of the excess of purchase price over the historical net book value of Stream’s assets and liabilities has been allocated to goodwill.

 

** Represents minimum unit consideration of 1,812,500 units of GBPO at a price per unit of $8.00, which approximates the closing price of a unit of GBPO on AMEX a few days before and a few days after January 28, 2008, the date the transaction was announced. Unit consideration is subject to upward adjustment under certain conditions as explained in “The Merger Agreement” section of this proxy statement.

 

     Stream      Purchase
Price
Adjustments
       Adjusted
Stream

Assets

            

Cash and cash equivalents

   $ 12,577      $ —     (i)    $ 12,577

Accounts receivable, net

     115,794        —     (i)      115,794

Deferred income taxes—current

     1,113        —     (iv)      1,113

Prepaid expenses and other assets

     9,430        —     (i)      9,430

Equipment and fixtures, net

     36,656        —     (i)      36,656

Deferred income taxes

     5,171        —     (iv)      5,171

Goodwill

     8,066        114,126   (v)      122,192

Other assets

     4,609        (1,176)   (ii)      3,433
                        
   $ 193,416      $ 112,950      $ 306,366
                        

Liabilities and Stockholders’ Equity

            

Accounts payable

   $ 6,843      $ —     (i)    $ 6,843

Accrued employee compensation and benefits

     40,226        —     (i)      40,226

Other accrued expenses

     15,315        10,102   (iii)      25,417

Current portion of long-term debt

     76,732        —     (i)      76,732

Current portion of capital lease obligations

     2,200        —     (i)      2,200

Other current liabilities

     7,369        —     (i)      7,369

Long-term debt, net of current portion

     22,294        —     (i)      22,294

Capital lease obligations, net of current portion

     6,398        —     (i)      6,398

Other liabilities

     8,687        —     (i)      8,687

Stockholders’ equity

     7,352        102,848        110,200
                        
   $ 193,416      $ 112,950      $ 306,366
                        

 

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(i) Recorded at book value carried on Stream’s books, which is estimated by GBPO’s management to approximate fair value. GBPO has not completed its analysis of the impact of the merger on the fair value of Stream’s net assets acquired. Accordingly, no adjustment has been made to Stream’s net assets acquired until such analysis is complete.

 

(ii) Adjusted for Stream deferred financing costs related to long-term debt, which will be paid off by GBPO or rolled over to a new credit facility at closing.

 

(iii) Adjusted for estimated transaction fees, costs and expenses incurred by Stream in connection with the merger. At closing, such transaction expenses are estimated to total $11,000, of which $898 was accrued as of December 31, 2007.

 

(iv) FASB 109, “Accounting for Income Taxes” requires the recognition of deferred tax assets and liabilities for the tax effects of differences between the assigned values in the purchase price allocation and the tax basis of assets acquired and liabilities assumed in a purchase business combination (except for goodwill, which is not deductible for tax purposes). As GBPO has not completed their assessment of the estimated fair value of Stream net assets acquired, no adjustment has been made to deferred income taxes until such analysis is complete.

 

(v) GBPO is in the process of completing their assessment of the estimated fair value of Stream net assets acquired. At this time all excess purchase price over the historical net book value of Stream net assets acquired has been allocated to goodwill until such analysis is complete.

 

  (C) Stream currently has long-term subordinated debt of $22,294, which will be paid by GBPO at the closing of the merger and will be deducted from the purchase price. Any accrued interest payments and termination fees will also be paid at the closing of the merger and deducted from the purchase price. This entry also eliminates interest expense related to this subordinated debt.

 

  (D) Reflects use of revolving credit facility contemplated by the PNC Commitment Letter, described in Note 1 above, to replace current portion of long-term debt and senior subordinated debt of Stream at closing. Deferred financing fees relating to the contemplated new revolving credit facility are estimated at $768.

 

  (E) Assuming maximum approval, to reclassify common stock subject to conversion to permanent equity. This amount, which immediately prior to this transaction was being held in the trust account, represents the value of 9,374,999 shares of common stock which may be converted into cash by GBPO’s stockholders.

 

  (F) Assuming minimum approval and the election by stockholders to convert their shares into cash. This amount, which immediately prior to this transaction was being held in the trust account, represents the value of 9,374,999 shares of common stock which may be converted into cash by GBPO’s stockholders.

 

  (G) Pro forma net loss per share was calculated by dividing pro forma net loss by the weighted-average number of shares outstanding as follows:

 

     Maximum
Approval
    Minimum
Approval
 

Basic and diluted:

    

GBPO shares after IPO issuance

   40,234,374     40,234,374  

Shares subject to conversion

   —       (9,374,999 )

Shares repurchased from founding stockholders

   (1,171,874 )   (1,171,874 )

Shares issued in connection with the transaction

   1,812,500     1,812,500  
            
   40,875,000     31,500,001  
            

 

  (H) To record payment to GBPO’s underwriters for the balance of the underwriters’ deferred discount for GBPO’s IPO deposited in trust account which becomes due upon the consummation of the merger.

 

  (I) To reclassify earnings accumulated in the development stage to retained earnings.

 

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  (J) Adjustment to eliminate Stream’s historical equity.

 

  (K) Eliminate costs resulting from consulting agreement with H.I.G. Capital LLC, an affiliate of Stream’s majority stockholder.

 

  (L) Eliminate interest expense related to the revolving credit facility and term loans paid off or rolled over to a new credit facility at closing.

 

  (M) Represents payoff at closing of certain transaction expenses incurred by Stream in connection with the merger, which were subtracted from the consideration paid by GBPO to Stream at closing.

 

  (N) Record bank fee amortization expense on the deferred financing costs and administrative fee associated with the $108,700 credit facility that would become effective upon the closing of the merger.

 

  (O) Eliminate interest income on cash held in trust account.

 

  (P) Reflects interest expense on $76,700 under the new revolving credit facility, which has a variable interest rate calculated to be 6.72% as of December 31, 2007. Using a 1/8 percent variance, interest rate expense would have changed $96 for the year ended December 31, 2007.

 

  (Q) Adjust income taxes due to GBPO-related pro forma income adjustments. No impact to income taxes from Stream-related pro forma income adjustments due to utilization of U.S. federal tax net operating loss carryforwards.

In addition, as of December 31, 2007, Stream had U.S. federal tax net operating loss, or NOL, carryforwards of approximately $36,300 available to reduce taxable income in future years. These NOL carryforwards will begin to expire in 2024, unless previously utilized. Stream also had approximately $19,098 of foreign-generated NOL carryforwards, which will expire over various periods through 2015. Due to uncertainty as to its ability to realize these deferred tax assets, Stream recorded a valuation allowance of $6,655 against these net operating loss carryforwards. Stream’s ability to utilize its U.S. federal tax NOL carryforwards will become subject to annual limitations if it undergoes an ownership change as defined under Section 382 of the Code, which may jeopardize Stream’s ability to use some or all of its U.S. federal tax NOL carryforwards following the completion of the merger. However, GBPO has not yet made a determination of the impact of the merger on Stream’s ability to use its NOL carryforwards.

GBPO directors, officers and strategic advisory council members do not receive any compensation for their services to GBPO. Post-merger executive compensation is in the process of being determined; therefore, no pro forma adjustments have been made to reflect GBPO director, officer and strategic advisory council member compensation.

Note 3—Purchase Accounting Adjustment

Under the purchase method of accounting, the total purchase price will be allocated to the net tangible and intangible assets acquired and liabilities assumed, based on various preliminary estimates of their fair values, in accordance with Statement of Financial Accounting Standards No. 141, Business Combinations (SFAS 141). Management’s estimates and assumptions are subject to change upon the finalization of the valuation and may be adjusted in accordance with SFAS 141. The purchase price allocation is not finalized. GBPO is in the process of completing their assessment of the estimated fair value of Stream net assets acquired. Until such analysis can be completed, all excess purchase price over the historical net book value of Stream net assets acquired has been allocated to goodwill. GBPO expects to complete the valuation for accounting purposes following the close of the transaction, and expects that the allocation of tangible assets acquired will include, among other things, items such as cash, accounts receivable, unbilled accounts receivable, prepaid expenses and deposits, property and equipment and tangible liabilities to include, among other things, items such as accounts payable, accrued liabilities, income taxes (accrued and deferred), capital lease obligations and any long-term debt assumed in the transaction. GBPO also expects to allocate a portion of the purchase price for accounting purposes to intangible assets and liabilities such as customer relationships, brands and trademarks, any lease contracts that may not be at

 

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fair value, internally developed software or technology. Deferred taxes will be recorded for the difference between the book and tax basis of tangible and intangible assets and liabilities other than goodwill. The remainder will be allocated to goodwill, which will not be amortizable, but will be reviewed annually and on an interim basis if the events or changes in circumstances between annual tests indicate that an asset might be impaired.

GBPO believes that the recognition of goodwill in the purchase price allocation is supported by a number of important factors. Stream operates in a sector that has been affected positively by the continuing trend toward globalization across most industries. As a global provider of CRM services, Stream is positioned to benefit from the strong demand for outsourcing services solutions from major multinational companies, along with Stream’s strong geographic footprint and reputation in the CRM industry as a high quality provider of CRM services.

 

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RISK FACTORS

You should carefully consider the following risk factors, together with all of the other information included in this proxy statement, before you decide whether to vote or direct your vote to be cast to approve the merger and the related proposals. If any of these factors actually occur, the business, financial condition or results of operations of GBPO could be materially and adversely affected, the value of our common stock could decline and stockholders could lose all or part of their investment.

Risks Related to the Merger

If the merger’s benefits do not meet the expectations of the marketplace, investors, financial analysts or industry analysts, the market price of GBPO’s securities may decline.

The market price of our common stock may decline as a result of the merger if GBPO does not perform as expected or if we do not otherwise achieve the perceived benefits of the merger as rapidly as, or to the extent anticipated by, the marketplace, investors, financial analysts or industry analysts. Accordingly, investors may experience a loss as a result of a decreasing stock price, and we may not be able to raise future capital, if necessary, in the equity markets.

As a result of the merger, GBPO stockholders will be solely dependent on a single business.

As a result of the merger, GBPO’s stockholders will be solely dependent upon the performance of Stream and its business. Stream will be subject to a number of risks that relate generally to the outsourcing industry and other risks that relate specifically to Stream.

GBPO will have less working capital, and may require additional financing if a significant portion of GBPO’s stockholders exercise their conversion right.

The public stockholders of GBPO have the right to vote against the merger and elect to convert their shares into cash upon consummation of the merger. If no holders elect to convert their shares, our available cash is expected to be approximately $              upon the closing, assuming we are able, as contemplated by a commitment letter entered into with Stream’s existing bank lender, PNC, to replace Stream’s outstanding indebtedness upon the closing. However, our commitment letter includes numerous conditions, some of which are outside our control, and there can be no assurance that we will be able to close the replacement credit facility contemplated by such letter. If conversion rights are exercised with respect to 9,374,999 shares (representing 29.99% of the outstanding shares of GBPO common stock other than those held by our founding stockholders), the maximum potential conversion cost would be approximately $73,874,992. If holders of 9,374,999 shares were to elect to convert their shares into cash and we are unable, for any reason, to obtain our contemplated credit facility to replace the outstanding indebtedness of Stream (other than capital leases) that would otherwise become payable upon closing, we would be required to obtain other debt and/or equity financing totaling approximately $              to consummate the merger. We have no reason to believe we would not be able to obtain such financing, but there can be no assurance that we would be able to do so.

Our outstanding warrants may be exercised in the future, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Outstanding redeemable warrants to purchase an aggregate of 31,250,000 shares of common stock issued in the IPO (excluding warrants to purchase an aggregate of 7,500,000 shares of common stock issued to our founding stockholders in a private placement completed prior to the closing of the IPO) will become exercisable after the consummation of the merger. Our outstanding warrants have an exercise price of $6.00 per share. As of March 14, 2008, the closing price of our shares traded on the American Stock Exchange was $7.48 per share. To the extent that all outstanding in-the-money warrants were exercised and none of the shares of common stock subject to conversion were converted, we would have had 70,312,500 shares of common stock outstanding

 

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(including the 9,374,999 shares subject to possible conversion) on this date, representing an increase of 31,250,000 shares outstanding. In addition, GBPO sold to the underwriters in the IPO an option to purchase 1,562,500 units at $9.60 per unit. The exercise of this option, and the exercise of the warrants included in the units issuable upon exercise of this option, would lead to further dilution and a potential increase in the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our common stock.

We may choose to redeem our outstanding warrants at a time that is disadvantageous to our warrant holders.

Subject to there being a current prospectus under the Securities Act with respect to the common stock issuable upon exercise of the warrants, we may redeem the warrants issued as a part of our units at any time after the warrants become exercisable in whole and not in part, at a price of $0.01 per warrant, upon a minimum of 30 days’ prior written notice of redemption, if and only if, the last sales price of our common stock equals or exceeds $11.50 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption. In addition, we may not redeem the warrants unless the warrants comprising the units sold in our IPO and the shares of common stock underlying those warrants are covered by an effective registration statement from the beginning of the measurement period through the date fixed for the redemption. Redemption of the warrants could force the warrant holders (1) to exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous for the holders to do so, (2) to sell the warrants at the then current market price when they might otherwise wish to hold the warrants or (3) to accept the nominal redemption price which, at the time the warrants are called for redemption, is likely to be substantially less than the market value of the warrants.

If GBPO stockholders fail to vote or abstain from voting on the merger proposal, or fail to deliver their shares to our transfer agent, they may not exercise their conversion rights to convert their shares of common stock of GBPO into a pro rata portion of the trust account.

GBPO stockholders holding common stock issued in the IPO who affirmatively vote against the merger proposal may, at the same time, demand that we convert their shares into cash equal to a pro rata portion of the funds in the trust account (net of taxes and $              of interest earned on the trust account that has been released to GBPO as of                     , 2008 and excluding the amount held in the trust account representing GBPO’s underwriters’ deferred discount). GBPO stockholders who seek to exercise this conversion right must affirmatively vote against the merger and demand conversion of their shares no later than the close of the vote on the merger proposal and deliver their stock certificates (either physically or electronically) to our transfer agent after the closing of the merger. Any GBPO stockholder who fails to vote, who abstains from voting on the merger proposal or who fails to deliver his stock certificate may not exercise his conversion rights and will not receive a pro rata portion of the trust account for conversion of such stockholder’s shares. Please see “Annual Meeting of GBPO Stockholders” for the procedures to be followed if you wish to convert your shares to cash.

Our ability to request indemnification from Stream for damages arising out of the merger is limited.

At the closing of the merger, 812,500 of our units and $6,700,000 in cash of the merger consideration will be deposited in escrow to provide a fund for our indemnification under the merger agreement by Stream. Claims for indemnification may only be asserted by GBPO once the damages exceed $500,000 and recoveries are limited to the escrow fund (as defined in the merger agreement), except in the case of actual fraud. Accordingly, GBPO will not be entitled to indemnification even if Stream is found to have breached its representations and warranties and covenants contained in the merger agreement if such breach would only result in damages to GBPO of less than $500,000. Certain claims against the escrow account, including claims relating to any future earn-out payments arising from Stream’s acquisition of Infowavz in India, are not subject to the deductible of $500,000.

 

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Our directors, executive officers, former chief financial officer and strategic advisory council members own shares of GBPO common stock and warrants and have other interests in the merger that are different from yours. If the merger is not approved and we subsequently dissolve and liquidate because we do not consummate an alternative business combination, the warrants held by them will become worthless. Consequently, their interests may have influenced their decision to approve the business combination with Stream.

GBPO’s directors, officers, including its former chief financial officer, and strategic advisory council members either directly or beneficially own an aggregate of 7,812,500 shares of common stock and 7.5 million warrants to purchase common stock that they purchased in a private placement completed prior to the closing of the IPO for a total consideration of approximately $7.5 million. These warrants are subject to lock-up agreements, and subject to certain exceptions, may not be sold, assigned or transferred until at least one year after GBPO consummates a business combination. In light of the amount of consideration paid, GBPO’s directors, officers, former chief financial officer, and strategic advisory council members will likely benefit from the completion of the merger, even if the merger causes the market price of GBPO’s securities to significantly decrease. In addition, the holders of these securities are not entitled to receive any of the cash proceeds that may be distributed upon our liquidation with respect to the shares they acquired prior to the IPO. Therefore, if the merger proposal is not adopted and GBPO subsequently dissolves and liquidates because it does not consummate an alternative business combination, the shares and warrants held directly or beneficially by GBPO’s directors, officers, former chief financial officer and strategic advisory council members will be worthless. This may influence their motivation for promoting the merger and/or soliciting proxies for the adoption of the merger proposal.

In addition, if GBPO liquidates prior to the consummation of a business combination, GBPO’s officers, and its former chief financial officer, will be personally liable under certain circumstances (for example, for claims of vendors, service providers or other entities that are owed money by GBPO for services rendered or contracted for or products sold to GBPO, or by claims of prospective target businesses for fees and expenses of third parties that GBPO agrees in writing to pay in the event GBPO does not consummate a combination with such target business that they have not agreed to waive) to ensure that the proceeds in the trust account are not reduced by the claims of certain vendors, service providers, other entities that are owed money by us for services rendered or products sold to us or prospective target businesses.

These personal and financial interests of GBPO’s directors, officers and strategic advisory council members may have influenced the decision of our board of directors to approve the merger proposal. In considering the recommendations of GBPO’s board of directors to vote for the merger proposal, you should consider these interests.

Unless we complete the merger, our officers and directors will not receive reimbursement for any out-of-pocket expenses they incur if such expenses exceed the amount not in the trust account. Therefore, they may have a conflict of interest in determining whether the consummation of the merger is appropriate and in the public stockholders’ best interest.

Our officers and directors will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount not in the trust account unless the merger is consummated. To the extent such out-of-pocket expenses exceed the available proceeds not deposited in the trust account, such out-of-pocket expenses would not be reimbursed by us unless we consummate a business combination. On the other hand, if we complete a business combination within the required time frame, those expenses will be repaid by GBPO. Consequently, our officers and directors, may have an incentive to approve and complete a business combination other than just what is in the best interest of our stockholders.

 

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The exercise of our directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the merger may result in a conflict of interest when determining whether such changes to the terms of the merger or waivers of conditions are appropriate and in our stockholders’ best interest.

In the period leading up to the closing of the merger, events may occur that, pursuant to the merger agreement, would require GBPO to agree to amendments to the merger agreement, to consent to certain actions taken by Stream or to waive rights that GBPO is entitled to under the merger agreement. Such events could arise because of changes in the course of Stream’s business, a request by Stream to undertake actions that would otherwise be prohibited by the terms of the merger agreement or the occurrence of other events that would have a material adverse effect on Stream’s business and would entitle GBPO to terminate the merger agreement. In any of such circumstances, it would be discretionary on GBPO, acting through its board of directors, to grant its consent or waive its rights. The existence of the financial and personal interests of the directors described in the preceding risk factor may result in a conflict of interest on the part of one or more of the directors between what he may believe is best for GBPO and what he may believe is best for himself in determining whether or not to take the requested action.

The price of our common stock after the merger might be less than what you originally paid for your shares of common stock prior to the merger.

The market price of GBPO’s common stock may decline as a result of the merger if:

 

   

the market for common shares of companies in our industry is volatile;

 

   

Stream does not perform as expected;

 

   

there are mergers, consolidations or strategic alliances in the BPO industry;

 

   

market conditions in the BPO industry fluctuate;

 

   

GBPO does not achieve the perceived benefits of the merger as rapidly as, or to the extent anticipated by, financial or industry analysts;

 

   

the effect of the merger on GBPO’s financial results is not consistent with the expectations of financial or industry analysts; or

 

   

there is a change in the general state of the capital markets.

Accordingly, investors may experience a loss as a result of a decreasing stock price and GBPO may not be able to raise future capital, if necessary, in the equity markets.

If we are unable to complete the business combination with Stream or another party and are forced to dissolve and liquidate, third parties may bring claims against us and, as a result, the proceeds held in trust could be reduced and the per-share liquidation price received by stockholders could be less than $8.00 per share and our warrants will expire worthless.

If we are unable to complete the business combination with Stream or another party by October 17, 2009 and are forced to dissolve and liquidate, third parties may bring claims against us. Although we have obtained waiver agreements from certain vendors, service providers and other entities that are owed money by us for services rendered or contracted for or products sold to us, including Bear Stearns, and from prospective target businesses for fees and expenses of third parties that we agree in writing to pay in the event we do not consummate a combination with such target business, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of our public stockholders. Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could be subject

 

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to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy or other claims deplete the trust account, we cannot assure you we will be able to return to our public stockholders at least $8.00 per share. The per-share liquidation distribution is likely to be less than $8.00 because of the expenses of our IPO, our general and administrative expenses and the anticipated costs of seeking a business combination.

In the event that our board of directors recommends and our stockholders approve our dissolution and the distribution of our assets and it is subsequently determined that our reserves for claims and liabilities to third parties are insufficient, stockholders who receive funds from our trust account could be liable up to such amounts to creditors. Furthermore, our outstanding warrants are not entitled to participate in a liquidating distribution and the warrants will therefore expire and become worthless if we dissolve and liquidate before completing a business combination.

We may have insufficient time or funds to complete an alternate business combination if the merger proposal is not adopted by our stockholders or the merger is otherwise not completed.

Pursuant to our second amended and restated certificate of incorporation, we must liquidate and dissolve if we do not complete a business combination with a business having a fair market value of at least 80% of our net assets held in trust (net of taxes and amounts permitted to be disbursed for working capital purposes and excluding the amount held in the trust account representing GBPO’s underwriters’ deferred discount) at the time of such acquisition, by October 17, 2009. If the merger is not adopted by our stockholders, we will not complete the merger and may not be able to consummate an alternate business combination within the required time frame, either due to insufficient time or insufficient operating funds.

The completion of the merger could result in disruptions in business, loss of clients or contracts or other adverse effects.

The completion of the merger may cause disruptions, including potential loss of clients and other business partners, in the business of Stream, which could have material adverse effects on the combined company’s business and operations. Although we believe that Stream’s business relationships are and will remain stable following the merger, Stream’s clients and other business partners, in response to the completion of the merger, may adversely change or terminate their relationships with the combined company, which could have a material adverse effect on the business of Stream or the combined company following the merger.

The pro forma financial statements are not necessarily indicative of the financial position or results of operations of Stream.

The pro forma financial statements contained in this proxy statement are not an indicator of Stream’s financial condition or results of operations following the merger. The pro forma financial statements have been derived from the historical financial statements of Stream and GBPO and many adjustments and assumptions have been made regarding Stream after giving effect to the merger. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with complete accuracy. As a result, the actual financial condition and results of operations of Stream following the merger may not be consistent with, or evident from, these pro forma financial statements.

GBPO does not have any operations and Stream has never operated as a public company. Fulfilling Stream’s obligations as a public company after the merger will be expensive and time consuming.

Stream, as a private company, has not been required to prepare or file periodic and other reports with the SEC under applicable federal securities laws or to comply with the requirements of the federal securities laws applicable to public companies, or to document and assess the effectiveness of its internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. Although GBPO has maintained disclosure controls and procedures and internal control over financial reporting as required under the

 

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federal securities laws with respect to its activities, GBPO has not been required to establish and maintain such disclosure controls and procedures and internal controls over financial reporting as will be required with respect to a public company with substantial operations. Under the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC, we will be required to implement additional corporate governance practices and adhere to a variety of reporting requirements and accounting rules. Compliance with these obligations will require significant time and resources from our management and our finance and accounting staff and will significantly increase our legal, insurance and financial compliance costs. We currently estimate that we will incur $1,000,000 in costs associated with complying with Sarbanes-Oxley and related rules and regulations of the SEC. As a result of the increased costs associated with being a public company after the merger, our operating income as a percentage of revenue will likely be lower.

We must comply with Section 404 of the Sarbanes-Oxley Act of 2002 in a relatively short timeframe.

After the acquisition, Section 404 of the Sarbanes-Oxley Act of 2002 will require us to document and test the effectiveness of our internal controls over financial reporting in accordance with an established control framework and to report on our management’s conclusion as to the effectiveness of these internal controls over financial reporting beginning with the fiscal year ending December 31, 2008. We will also be required to have an independent registered public accounting firm test the internal controls over financial reporting and report on the effectiveness of such controls for the fiscal year ending December 31, 2008 and subsequent years. Any delays or difficulty in satisfying these requirements could adversely affect future results of operations and our stock price.

We may incur significant costs to comply with these requirements. We may in the future discover areas of internal controls over financial reporting that need improvement, particularly with respect to any businesses acquired in the future. There can be no assurance that remedial measures will result in adequate internal controls over financial reporting in the future. Any failure to implement the required new or improved controls, or difficulties encountered in their implementation, could materially adversely affect our results of operations or could cause us to fail to meet our reporting obligations. If we are unable to conclude that we have effective internal controls over financial reporting, or if our auditors are unable to provide an unqualified report regarding the effectiveness of internal controls over financial reporting as required by Section 404, investors may lose confidence in the reliability of our financial statements, which could result in a decrease in the value of our securities. In addition, failure to comply with Section 404 could potentially subject us to sanctions or investigation by the SEC or other regulatory authorities.

The loss of key executives could adversely affect our ability to integrate our business with Stream’s operations.

The success of our integration with Stream will be dependent upon the continued service of a relatively small group of our key executives consisting of Mr. Murray, our chairman, chief executive officer, president and interim chief financial officer, Ms. Flaherty, our general counsel, and Mr. Linnell, our chief technology and information officer as well as the current Stream executive management team, led by chief executive officer and president, Toni Portmann, and chief financial officer, Tom Andrus, who are expected to remain with the company post closing.

Although we currently intend to retain our existing officers and enter into employment or other compensation arrangements with them following the proposed merger, the terms of which have not yet been determined, we cannot assure you that such individuals will remain with us for the immediate or foreseeable future. We do not have employment contracts with any current executives of GBPO. The unexpected loss of the services of one or more of these executives could adversely affect our ability to integrate our business with Stream’s operations and manage the business going forward.

 

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We will dissolve and liquidate if we do not consummate a business combination and our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them.

Our second amended and restated certificate of incorporation provides that we will continue in existence only until October 17, 2009. If we have not completed a business combination by such date and amended this provision in connection therewith, pursuant to the DGCL, our corporate existence will cease except for the purposes of winding up our affairs and liquidating. Under Sections 280 through 282 of the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. Pursuant to Section 280, if a corporation complies with certain procedures intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

However, it is our intention to make liquidating distributions to our stockholders as soon as reasonably possible after dissolution and, therefore, we do not intend to comply with those procedures. Because we will not be complying with those procedures, we are required, pursuant to Section 281 of the DGCL, to adopt a plan that will provide for our payment, based on facts known to us at such time, of (i) all existing claims, (ii) all pending claims and (iii) all claims that may be potentially brought against us within the subsequent 10 years. Accordingly, we would be required to provide for any claims of creditors known to us at that time or those that we believe could be potentially brought against us within the subsequent 10 years prior to distributing the funds held in the trust to stockholders. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more). However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors, service providers (such as accountants, lawyers, investment bankers, etc.) and prospective target businesses. We have obtained waiver agreements from certain vendors, including Bear Stearns, service providers (which would include any third parties we engaged to assist us in any way in connection with our search for a target business), and prospective target businesses or other entities that are owed money by us for services rendered or contracted for or products sold to us execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account for the benefit of our public stockholders. Accordingly, we cannot assure you that third parties will not seek to recover from our stockholders amounts owed to them by us.

Claims for indemnification by our officers and directors may reduce the funds available to satisfy successful third-party claims against us and may reduce the amount of money in the trust account.

Under our second amended and restated certificate of incorporation, we have agreed to indemnify our officers and directors against a variety of expenses (including attorneys’ fees) to the fullest extent permitted under Delaware law.

As described above, we will seek to have all vendors, service providers and prospective target businesses or other entities with which we execute agreements waive any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders. However, there is no guarantee that such entities will agree to waive any claims they may have in the future or, even if such entities agree to waive such claims, that such waiver would be enforceable. Accordingly, the proceeds held in trust could be subject to claims that could take priority over the claims of our public stockholders. Our officers, including our former chief financial officer, have agreed, in the event we are unable to complete a business combination and liquidate the company, to be jointly and severally liable to ensure that the proceeds in the trust account are not reduced if we did not obtain a valid and enforceable waiver from such vendors, service providers, or other entities that are

 

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owed money by us for services rendered or contracted for or products sold to us, as well as any prospective target businesses for fees and expenses of third parties that we agree in writing to pay in the event we do not consummate a combination with such target business.

This undertaking by our officers, including our former chief financial officer, to ensure that the proceeds in the trust account are not reduced in those specified circumstances does not cover any payments required to be made by us to our officers and directors under the indemnification provisions contained in our second amended and restated certificate of incorporation and, therefore, if such indemnification payments are made, the amount of money in the trust account will be reduced.

We believe that our board of directors would be obligated to pursue a potential claim for reimbursement from our officers, including our former chief financial officer, pursuant to the terms of their agreements with us if it would be in the best interest of our stockholders to pursue such a claim. Such a decision would be made by a majority of our disinterested directors based on the facts and circumstances at the time.

In certain circumstances, our board of directors may be viewed as having breached its fiduciary duties to our creditors, thereby exposing itself and our company to claims for punitive damages.

If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, any distributions received by stockholders in our dissolution might be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders in our dissolution. Furthermore, because we intend to distribute the proceeds held in the trust account to our public stockholders as soon as possible after October 17, 2009, this may be viewed or interpreted as giving preference to our public stockholders over any potential creditors with respect to access to or distributions from our assets. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors and/or complying with certain provisions of the DGCL with respect to our dissolution and liquidation. We cannot assure you that claims will not be brought against us for these reasons.

GBPO expects to incur significant costs associated with the merger, whether or not the merger is completed, which will reduce the amount of cash otherwise available for other corporate purposes.

GBPO expects to incur significant costs associated with the merger, whether or not the merger is completed. GBPO currently estimates that it will incur approximately $3,000,000 in costs associated with the merger for professional fees, including legal, accounting, printing, proxy solicitation, regulatory and other fees as well as the fees associated with the fairness opinion. These costs will reduce the amount of cash otherwise available for other corporate purposes. There is no assurance that the actual costs will not exceed our estimates. GBPO may incur additional material charges reflecting additional costs associated with the merger in fiscal quarters subsequent to the quarter in which the merger was consummated. There is no assurance that the significant costs associated with the merger will prove to be justified in light of the benefit ultimately realized.

Risks Related to Stream’s Business and Industry

Stream has a history of losses and there can be no assurance that Stream will become or remain profitable or that losses will not continue to occur.

Stream was formed in June 16, 2003 and as of December 31, 2007 had an accumulated deficit of $5.72 million. Stream reported net losses of $11.32 million and $5.35 million in 2007 and 2006, respectively. Stream may continue to incur reported losses. To support its growth, Stream has increased its expense levels and its investments in facilities and capital equipment. As a result, Stream will need to significantly increase revenues or profit margins to become profitable. If Stream’s sales or profit margins do not increase to support the higher levels of operating

 

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expenses and if its new service offerings are not successful, its business, results of operations and financial condition will be materially and adversely affected.

A substantial portion of Stream’s revenue is generated from a limited number of clients, and the loss of one or more of these clients would materially reduce Stream’s revenue and cash flow and adversely affect Stream’s business.

Stream has derived and believes that it will continue to derive in the near term most of its revenue from a few major clients. Stream’s three largest clients accounted for approximately 15.8%, 13.3%, and 12.9% of Stream’s revenues for the year ended December 31, 2007 and 16.5%, 12.3% and 11.1% for the year ended December 31, 2006. There can be no assurance that Stream will be able to retain its major clients or that, if it were to lose one or more of its major clients, it would be able to replace such clients with clients that generate a comparable amount of revenues. A number of factors could cause Stream to lose business or revenue from a client, and some of these factors are not predictable and are beyond its control. For example, a client may demand price reductions, change its outsourcing strategy, move work in-house or reduce previously forecasted demand. In addition, the volume of work Stream performs for specific clients may vary from year to year. In most cases, if a client terminates its contract with Stream or does not meet its forecasted demand, Stream has no contractual recourse even if it has hired and trained service professionals to provide services to the client. Thus, a major client in one year may not provide the same level of revenue in any subsequent year. Consequently, the loss of one or more of its major clients, or the inability to generate anticipated revenues from them, would have a material adverse effect on Stream’s business, results of operations and financial condition. Stream’s operating results for the foreseeable future will continue to depend on its ability to effect sales to a small number of clients and any revenue growth will depend on its success selling additional services to its large clients and expanding its client base.

Stream’s revenue is highly dependent on a few industries and any decrease in demand for outsourced business processes in these industries could reduce its revenue and seriously harm its business.

Most of Stream’s clients are concentrated in the technology, consumer electronics and communications industries. The success of Stream’s business largely depends on continued demand for its services from clients in these industries, as well as on trends in these industries to outsource business processes. A downturn in any of Stream’s targeted industries, a slowdown or reversal of the trend to outsource business processes in any of these industries or the introduction of regulations that restrict or discourage companies from outsourcing could result in a decrease in the demand for Stream’s services, which in turn could harm its business, results of operations and financial condition.

Other developments may also lead to a decline in the demand for Stream’s services in these industries. For example, the industries Stream primarily serves, particularly the communications industry, have experienced a significant level of consolidation in recent years. Consolidation in any of these industries or acquisitions, particularly involving Stream’s clients, may decrease the potential number of buyers of Stream’s services. Any significant reduction in, or the elimination of, the use of the services Stream provides within any of these industries would reduce its revenue and cause its profitability to decline. Stream’s clients may experience rapid changes in their prospects, substantial price competition and pressure on their results of operations. This may result in increasing pressure on Stream from clients in these key industries to lower its prices, which could negatively affect its business, results of operations and financial condition.

Stream may not be able to manage its growth effectively, which could adversely affect its results of operations.

Stream has experienced rapid growth over the past several years and anticipates future expansion and may not be able to continue to effectively manage its operations. Management of a rapidly growing business depends on a number of factors, including Stream’s ability to (i) initiate, develop and maintain client relationships and

 

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marketing operations, (ii) recruit, motivate and retain qualified management and hourly personnel, (iii) rapidly identify, acquire or lease suitable service center facilities on acceptable terms and complete build-outs of such facilities in a timely and economic fashion, and (iv) maintain the quality of the services and products that it provides to its clients, and (v) deploy appropriate technology. Rapid growth can be expected to continue to place a significant strain on Stream’s management, operations, employees and resources. There can be no assurance that Stream will be able to effectively manage its expanding operations or achieve planned growth on a timely or profitable basis. If Stream is unable to manage its business effectively, its business, results of operations and financial condition would be materially adversely affected.

Stream’s operating results are subject to fluctuation because its contracts are primarily short term and subject to early termination by its clients.

Stream enters into one to five year contracts, most of which are typically one year contracts renewable on an annual basis. Although many of such contracts require the client to pay a contractually agreed amount based on a minimum level of expected volume, the contracts do not assure Stream a specific level of revenues and they generally do not designate Stream as the client’s exclusive service provider. There can be no assurance that Stream can renew or extend its contracts with its clients. Although many of such contracts require the client to pay a contractually agreed amount in the event of early termination, there can be no assurance that Stream will be able to collect such amount or that such amount, if received, will sufficiently compensate Stream for the significant investment often times it has made to support the cancelled program or for the revenues it may lose as a result of the early termination.

Stream depends on the continued services of its key employees. The loss of any of these key employees could have a material adverse effect on Stream’s business. In addition, Stream may be unable to cost-effectively attract and retain qualified personnel, which could materially increase its costs.

Stream’s success to date has depended in large part on the skills and efforts of its executive management team, led by chief executive officer and president Toni Portmann and chief financial officer Tom Andrus, and other key employees throughout Stream. Stream’s loss of one or more of its key employees or failure to recruit, hire, train and retain other highly qualified personnel could have a material adverse effect on Stream’s business, results of operations and financial condition.

In addition, Stream’s business will also be dependent on its ability to recruit, hire, train and retain other highly qualified technical and managerial personnel, including individuals with significant experience in the industries targeted by Stream. The CRM industry is labor intensive and is characterized by high personnel turnover. Any increase in Stream’s employee turnover rate would increase Stream’s recruiting and training costs, decrease operating effectiveness and productivity and delay or deter Stream from taking on additional business. Also, the introduction of significant new clients or the implementation of new large-scale programs may require Stream to recruit, hire and train personnel at an accelerated rate. In addition, certain of Stream’s facilities are located in geographic areas with relatively low unemployment rates, thus potentially making it more difficult and costly to attract and retain qualified personnel. There can be no assurance that Stream will be able to continue to hire, train and retain sufficient qualified personnel to adequately staff its business.

A decline in end-user acceptance of Stream’s clients’ products will decrease demand for Stream’s services and could have a material adverse effect on Stream’s business.

Stream charges its clients based on the number of inbound calls that it provides, or the amount of time its service professionals spend with, end-users relating to its clients’ products. To the extent there is a decline in spending for its clients’ products, whether as a result of a decline in product acceptance, the technology, consumer electronics or communications industries, or the economy in general, Stream’s business will be adversely affected. There are a number of factors relating to discretionary consumer and business spending, including economic conditions affecting disposable income (such as employment, business conditions, taxation

 

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and interest rates) and the ability of Stream’s clients to sell their products, most of which are outside of Stream’s control. There can be no assurance that spending for Stream’s clients’ products will not be affected by adverse economic conditions, thereby affecting Stream’s business, results of operations and financial condition.

GBPO may engage in future acquisitions that could disrupt our business, cause dilution to our stockholders and harm our financial position and operating results.

We intend to pursue acquisitions of companies or assets in order to enhance the market position of Stream and/or expand the types of BPO services that we offer to customers. We may not be able to find suitable acquisition candidates and we may not be able to consummate such acquisitions on favorable terms, if at all. If we do complete acquisitions, we cannot be sure that they will ultimately strengthen our competitive position or that they will not be viewed negatively by clients, security analysts or investors. Acquisitions may disrupt our ongoing operations, divert management from day-to-day responsibilities, increase our expenses and harm our operating results or financial condition. Future acquisitions may reduce our cash available for operations and other uses and could result in an increase in amortization expense, potentially dilutive issuances of equity securities or the incurrence of debt, which could harm our business, financial condition and operating results.

GBPO may not be able to achieve incremental revenue growth or increased profitability following the merger.

GBPO believes that, following the merger, Stream should be able to achieve incremental revenue growth and increased profitability through initiatives, such as opening new off-shore service locations in places like China, the Philippines, Eastern Europe, South America, Latin America, Malaysia and Singapore, the addition or expansion of services, such as supply chain management, warranty services, credit and collection services, human resource and claims management, and language translation and interpretation services, the introduction of front-end technology-driven service solutions for self-help and other technical assistance, and operational improvements in areas such as employee attrition, site capacity, utilization rates, use of technology and other operating metrics. However, there can be no assurance that GBPO will not encounter difficulties or delays in implementing these initiatives, and any such difficulties or delays would adversely affect the future operating results of Stream.

A system failure could cause delays or interruptions of service, which could cause Stream to lose clients.

Stream’s operations are dependent upon its ability to protect its service centers, computer and telecommunications equipment and software systems against damage from fire, power loss, telecommunications interruption or failure, natural disaster and other similar events. In the event Stream experiences a temporary or permanent interruption at one or more of its service centers and/or datacenters, through casualty, operating malfunction or otherwise, Stream’s business could be materially adversely affected and Stream may be required to pay contractual damages to some clients or allow some clients to terminate or renegotiate their contracts with Stream. While Stream maintains property and business interruption insurance, such insurance may not adequately compensate Stream for all losses that it may incur.

To be successful, Stream will need to continue to provide its clients with reliable service. Some of the events that could adversely affect Stream’s ability to deliver reliable service include: physical damage to its network operations centers; disruptions beyond its control; power surges or outages; and software defects.

Although Stream maintains general liability insurance, including coverage for errors and omissions, there can be no assurance that its existing coverage will continue to be available on reasonable terms or will be available in amounts sufficient to cover one or more large claims, or that the insurer will not disclaim coverage as to any future claim. The occurrence of errors could result in a loss of data to Stream or its clients, which could cause a loss of revenues, failure to achieve product acceptance, increased insurance costs, product returns, legal claims, including product liability claims, against us, delays in payment to Stream by clients, increased service

 

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and warranty expenses or financial concessions, diversion of resources, injury to its reputation, or damages to its efforts to build brand awareness, any of which could have a material adverse effect on its market share and, in turn, Stream’s business, results of operations and financial condition.

Stream depends on third-party technology which, if it should become unavailable, contain defects, or infringe on another party’s intellectual property rights, could result in increased costs or delays in the production and improvement of its products or result in liability claims.

Stream licenses critical third-party software that it incorporates into its services on a non-exclusive basis. If Stream’s relations with any of these third-party software providers are impaired or the third-party software infringes upon another party’s intellectual property rights, Stream’s business could be harmed. The operation of Stream’s business would also be impaired if errors occur in the third-party software that it utilizes. It may be more difficult for Stream to correct any defects in third-party software because the software is not within its control. Accordingly, Stream’s business could be adversely affected in the event of any errors in this software. There can be no assurance that these third parties will continue to invest the appropriate levels of resources in their products and services to maintain and enhance the capabilities of their software. If the cost of licensing any of these third-party software products increases, Stream’s gross margin levels could significantly decrease.

Stream may not be able to compete effectively against competitors with greater resources or capabilities and may lose business if clients decide to reduce the amount of services outsourced.

The market in which Stream competes is highly competitive and fragmented. Stream expects competition to persist and intensify in the future. Stream’s competitors include small firms offering specific applications, divisions of large entities, large independent firms and, most significantly, the in-house operations of clients or potential clients. A number of competitors have greater financial, technological and other capabilities and resources than those of Stream. Moreover, there can be no assurance that additional competitors with greater resources than Stream will not enter the market.

Because Stream competes with the in-house operations of existing or potential clients, Stream’s business, results of operations and financial condition could be adversely affected if its existing clients decide to provide in-house CRM and other BPO solutions that currently are outsourced or if potential clients retain or increase their in-house customer service and product support capabilities. In addition, competitive pressures from current or future competitors or in-house operations could cause Stream’s services to lose market acceptance or result in significant price erosion, which would have a material adverse effect upon Stream’s business, results of operations and financial condition.

Some of these existing and future competitors have greater financial, human and other resources, longer operating histories, greater technological expertise, more recognizable brand names and more established relationships than Stream does in the industries that it currently serves or may serve in the future. Some of Stream’s competitors may enter into strategic or commercial relationships among themselves or with larger, more established companies in order to increase their ability to address client needs. Increased competition, pricing pressure or loss of market share could reduce Stream’s operating margin, which could harm its business, results of operations and financial condition.

Stream’s success may be affected by its ability to complete and integrate new service centers on a timely and cost effective basis.

Stream intends to continue to pursue a growth strategy of continuing to open new service centers. GBPO expects that some of these new service centers will be located off-shore and some may be in jurisdictions like China and the Philippines where Stream has not done business in the past. The rate of new service center openings is subject to various contingencies, many of which are beyond Stream’s control. These contingencies include, among others, Stream’s ability to secure suitable sites on a timely basis and on satisfactory terms, its ability to hire, train and retain qualified personnel, the availability of adequate capital resources, the successful

 

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integration of new service centers into existing operations and local regulatory matters and customs. A new service center involves significant capital expenditures for both the improvement of the site. Each service center must ramp up in utilization to become profitable, which can typically take 6-12 months to achieve. There can be no assurance that Stream can open new service centers on a timely or cost effective basis or that once opened, the service centers will be profitable.

Stream’s international operations and sales subject it to risks associated with unexpected events.

Stream conducts business in the United States, Canada, the Netherlands, United Kingdom, Italy, Ireland, Spain, Sweden, France, Germany, Poland, Bulgaria, India, Tunisia, Dominican Republic and Costa Rica. Stream’s international operations accounted for approximately 84.2% of Stream’s revenues for the year ended December 31, 2007. A key component of Stream’s and GBPO’s growth strategy is its continued international expansion, especially in lower-cost labor markets, such as China, the Philippines, Eastern Europe, South America, Latin America, Malaysia and Singapore. There can be no assurance that Stream will be able to successfully market, sell and deliver its services in international markets, or that it will be able to successfully expand international operations. The international reach of Stream’s business could cause it to be subject to unexpected, uncontrollable and rapidly changing events and circumstances. The following factors, among others, could adversely affect its business and earnings:

 

   

failure to properly comply with foreign laws and regulations applicable to its foreign activities including, without limitation, employment law requirements;

 

   

compliance with multiple and potentially conflicting regulations in the countries where it operates, including employment laws, and intellectual property requirements;

 

   

difficulties in managing foreign operations and appropriate levels of staffing;

 

   

longer collection cycles;

 

   

seasonal reductions in business activities, particularly throughout Europe;

 

   

proper compliance with local tax laws which can be complex and may result in unintended adverse tax consequences;

 

   

anti-American sentiment due to the war in Iraq and other American policies that may be unpopular in certain countries;

 

   

difficulties in enforcing agreements through foreign legal systems;

 

   

fluctuations in exchange rates may affect product demand and may adversely affect the profitability in U.S. dollars of services provided by Stream in foreign markets where payment for its products and services is made in the local currency and revenues earned in U.S. dollars or other currency;

 

   

changes in general economic and political conditions in countries where Stream operates; and

 

   

restrictions on downsizing operations in Europe and other jurisdictions (i.e. regulatory or union restrictions) and expenses and delays associated with any such activities.

As Stream continues to expand its business globally, its success will depend, in large part, on its ability to anticipate and effectively manage these and other risks associated with its international operations. Stream’s failure to manage any of these risks successfully could harm its international operations and reduce its international sales, adversely affecting its business.

Stream’s business may not develop in ways that it currently anticipates due to negative public reaction to off-shore outsourcing and recently proposed legislation.

Stream has based its growth strategy on certain assumptions regarding its industry, services and future demand in the market for its services. However, the trend to outsource business processes may not continue and

 

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could reverse. Off-shore outsourcing is a politically sensitive topic in the United States and elsewhere. For example, many organizations and public figures in the United States have publicly expressed concern about a perceived association between off-shore outsourcing providers and the loss of jobs in the United States.

There has been recent publicity about some negative experiences that organizations have had with off-shore outsourcing, such as theft and misappropriation of sensitive client data. Current or prospective clients may elect to perform such services themselves or may be discouraged from transferring these services from onshore to off- shore providers to avoid negative perceptions that may be associated with using an off-shore provider. Any slowdown or reversal of existing industry trends towards off-shore outsourcing would seriously harm Stream’s ability to compete effectively with competitors that operate solely out of facilities located in the United States.

A variety of U.S. federal and state legislation has been proposed that, if enacted, could restrict or discourage U.S. companies from outsourcing services outside the United States. For example, legislation has been proposed that would require off-shore providers of services requiring direct interaction with clients’ customers to identify to clients’ customers where the off-shore provider is located. Because substantially all of Stream’s clients are located in the United States, any expansion of existing laws or the enactment of new legislation restricting off-shore outsourcing could harm our business, results of operations and financial condition. It is possible that legislation could be adopted that would restrict U.S. private sector companies that have federal or state government contracts from outsourcing their services to off-shore service providers. This would also affect Stream’s ability to attract or retain clients that have these contracts.

Stream’s financial results may be impacted by significant fluctuations in foreign currency exchange rates.

A substantial amount of Stream’s operating costs is incurred in foreign currencies. In recent periods, the U.S. dollar has dropped in value relative to other currencies and therefore Stream’s cost of providing its services has increased accordingly. Any continued significant fluctuations in the currency exchange rates between the U.S. dollar and the currencies of countries in which Stream operates may affect Stream’s business, results of operations and financial condition. With the exception of certain hedging relating to the Canadian dollar, Stream is not currently engaged in other currency hedging transactions.

Stream’s revenues and costs are subject to quarterly variations that may adversely affect quarterly financial results.

Stream has experienced, and in the future could experience, quarterly variations in revenues as a result of a variety of factors, many of which are outside Stream’s control, including:

 

   

the timing of new client contracts;

 

   

the timing of new service offerings or modifications in client strategies;

 

   

its ability to attract and retain and increase sales to existing customers;

 

   

the timing of acquisitions of businesses and products by Stream and its competitors;

 

   

product and price competition;

 

   

changes in its operating expenses;

 

   

software defects or other product quality problems;

 

   

the ability to implement new technologies on a timely basis;

 

   

the expiration or termination of existing contracts;

 

   

the timing of increased expenses incurred to obtain and support new business;

 

   

currency fluctuations; and

 

   

changes in Stream’s revenue mix among its various service offerings.

 

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In addition, Stream’s planned staffing levels, investments and other operating expenditures are based on revenue forecasts provided by its clients. If revenues are below expectations in any given quarter, Stream’s business, results of operations and financial condition would likely be materially adversely affected for that quarter.

Stream’s financial results may be adversely affected by increases in labor-related costs.

Because a significant portion of Stream’s operating costs relate to labor costs, an increase in U.S. or foreign wages, costs of employee benefits or taxes could have a material adverse effect on Stream’s business, results of operations and financial condition. For example, over the past several years, healthcare costs have increased at a rate much greater than that of general cost or price indices. In addition, Stream funds payroll and payroll related expenses in local currencies, many of which, have recently increased in value relative to the U.S. dollar. Increases in Stream’s pricing may not fully compensate Stream for increases in labor and other costs incurred in providing services. Other of Stream’s facilities are located in jurisdictions, such as France and Germany, where the labor laws make it difficult or expensive to temporarily or permanently lay off hourly workers. Such laws will make it more expensive for Stream to respond to adverse economic conditions. There can be no assurance that Stream will be able to increase its pricing or reduce its workforce to fully compensate for the increases in its costs to provide services.

Stream’s profitability will be adversely affected if it does not maintain sufficient capacity utilization.

Stream’s profitability is influenced significantly by its capacity utilization of its service centers. Because Stream’s business consists of inbound contacts from end-users, it has no control of when or how many contacts are made. Moreover, Stream has significantly higher utilization during peak (weekday) periods than during off-peak (night and weekend) periods and therefore it needs to reserve capacity at its service centers to anticipate peak periods. Stream, in the future, may consolidate or close under-performing service centers in order to maintain or improve targeted utilization and margins. In the event Stream closes service centers in the future, Stream may be required to record restructuring or impairment charges, which could adversely impact its business, results of operations and financial condition. There can be no assurance that Stream will be able to achieve or maintain optimal service center capacity utilization.

Stream is liable to its clients for damages caused by unauthorized disclosure of sensitive and confidential information, whether through a breach of its computer systems, its employees or otherwise.

Stream is typically required to manage, utilize and store sensitive or confidential client data in connection with the services it provides. Some of its clients are subject to U.S. federal and state regulations requiring the protection of sensitive customer information and pending legislation would increase the range of possible penalties for certain entities that fail to protect this information. Under the terms of Stream’s client contracts, it is required to keep sensitive customer information strictly confidential. Stream employs measures to protect sensitive and confidential client data and has not experienced any material breach of confidentiality to date. However, if any person, including any of its employees, penetrates its network security or otherwise mismanages or misappropriates sensitive or confidential client data, Stream could be subject to significant liability and lawsuits from its clients or their customers for breaching contractual confidentiality provisions or privacy laws. Although Stream has insurance coverage for mismanagement or misappropriation of this information by its employees, that coverage may not continue to be available on reasonable terms or in sufficient amounts to cover one or more large claims against it and its insurers may disclaim coverage as to any future claims. Penetration of the network security of Stream’s data centers or any failure to protect confidential information could have a negative impact on its reputation, which would harm its business.

 

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Risks Relating to our Securities

The American Stock Exchange may delist our securities from trading on its exchange which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our units, common stock and warrants are listed on the American Stock Exchange, a national securities exchange. We cannot assure you that our securities will continue to be listed on the American Stock Exchange in the future. Additionally, in connection with a business combination, the American Stock Exchange may require us to file a new listing application and meet its initial listing requirements, as opposed to its more lenient continued listing requirements. We cannot assure you that we will be able to meet those initial listing requirements at that time. If the American Stock Exchange delists our securities from trading on its exchange and we are unable to list our securities on another exchange our securities could be quoted on the OTC Bulletin Board, or “pink sheets”. As a result, we could face significant material adverse consequences, including but not limited to the following:

 

   

a limited availability of market quotations for our securities;

 

   

a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly resulting in a reduced level of trading activity in the secondary trading market for our securities;

 

   

a more limited amount of news coverage for our company;

 

   

a reduced liquidity for our securities;

 

   

a limited amount of financial analyst coverage for our company;

 

   

a decreased ability to obtain new financing or issue new securities on favorable terms in the future;

 

   

a decreased ability to issue additional securities or obtain additional financing in the future; and

 

   

a decreased ability of our security holders to sell their securities in certain states.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Since we are listed on the American Stock Exchange, our securities are covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate a company if there is a suspicion of fraud. If there is a finding of fraudulent activity the states may regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies generally, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.

An effective registration statement may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise his, her or its warrants and causing such warrants to be practically worthless.

No warrant will be exercisable and we will not be obligated to issue shares of common stock unless at the time a holder seeks to exercise such warrant, we have a registration statement under the Securities Act of 1933, as amended, or the Securities Act, relating to the common stock issuable upon exercise of the warrant and a current prospectus relating to that common stock and the common stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so, and if we do not maintain a current prospectus related to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and we will not be required to settle any such warrant exercise whether by net cash settlement or otherwise. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current

 

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or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless.

GBPO will issue shares of its capital stock to complete the merger with Stream, which will reduce the equity interest of its stockholders.

Without taking into account the approval of the amendment to our second amended and restated certificate of incorporation as discussed in Proposal Two, the second amended and restated certificate of incorporation authorizes the issuance of up to 119,000,000 shares of common stock, par value $.001 per share, and 1,000,000 shares of preferred stock, par value $.001 per share. There are 38,062,500 authorized but unissued shares of our common stock available for issuance (after appropriate reservation for the issuance of shares of common stock upon full exercise of our outstanding warrants and the unit purchase option granted to our underwriters to purchase 1,562,500 units) and all of the 1,000,000 shares of preferred stock available for issuance. The issuance of additional shares of our common stock in the merger:

 

   

will reduce the percentage ownership of our current stockholders from 100% of the outstanding capital stock to approximately 96% of the outstanding capital stock as a result of the merger, due to the number of GBPO units issued in the merger; and

 

   

may adversely affect prevailing market prices for our common stock.

Failure to complete the merger could negatively impact the market price of GBPO’s common stock and may make it more difficult for GBPO to attract another merger candidate, resulting, ultimately, in the disbursement of the trust proceeds, causing investors to experience a loss on their investment.

If the merger is not completed for any reason, GBPO may be subject to a number of material risks, including:

 

   

the market price of GBPO’s common stock may decline to the extent that the current market price of its common stock reflects a market assumption that the merger will be consummated;

 

   

costs related to the merger, such as legal and accounting fees and the costs of the fairness opinion, must be paid even if the merger is not completed; and

 

   

charges will be made against earnings for transaction-related expenses, which could be higher than expected.

Such decreased market price and added costs and charges of the failed merger, together with the history of failure in consummating a merger, may make it more difficult for GBPO to attract another target business, resulting, ultimately, in the disbursement of the trust proceeds, causing investors to experience a loss on their investment.

Risks if the Adjournment Proposal is not Approved

If the adjournment proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the merger, GBPO’s board of directors will not have the ability to adjourn the annual meeting to a later date in order to solicit further votes, and, therefore, the merger will not be approved.

GBPO’s board of directors is seeking approval to adjourn the annual meeting to a later date or dates if, at the annual meeting, based upon the tabulated votes, there are insufficient votes to approve the consummation of the merger. If the adjournment proposal is not approved, GBPO’s board will not have the ability to adjourn the annual meeting to a later date and, therefore, will not have more time to solicit votes to approve the consummation of the merger. In such event, the merger would not be completed and, unless GBPO were able to consummate a business combination with another party no later than October 17, 2009, it would be required to liquidate.

 

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FORWARD-LOOKING STATEMENTS

We believe that some of the information in this proxy statement constitutes forward-looking statements within the definition of the Private Securities Litigation Reform Act of 1995. However, the safe-harbor provisions of that act do not apply to statements made in this proxy statement. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully because they:

 

   

discuss future expectations;

 

   

contain projections of future results of operations or financial condition; or

 

   

state other “forward-looking” information.

We believe it is important to communicate our expectations to our stockholders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The risk factors and cautionary language discussed in this proxy statement provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us or Stream in such forward-looking statements, including among other things:

 

   

the number and percentage of our stockholders voting against the merger proposal and seeking conversion;

 

   

general economic conditions;

 

   

Stream’s business strategy and plans;

 

   

GBPO’s ability to successfully implement improvements to Stream’s operations; and

 

   

the result of future financing efforts.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement.

All forward-looking statements included herein attributable to any of GBPO, Stream or any person acting on either party’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in the section entitled “Risk Factors”. Except to the extent required by applicable laws and regulations, GBPO and Stream undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

Before you grant your proxy or instruct how your vote should be cast or vote on the approval of the merger agreement, you should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement could have a material adverse effect on GBPO and/or Stream.

 

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ANNUAL MEETING OF GBPO STOCKHOLDERS

The Annual Meeting

We are furnishing this proxy statement to GBPO stockholders as part of the solicitation of proxies by our board of directors for use at the annual meeting of GBPO stockholders to be held on                     , 2008, and at any adjournment or postponement thereof. This proxy statement is first being furnished to our stockholders on or about                     , 2008 in connection with the vote on the merger proposal, the authorized share proposal, the post-closing charter amendment proposal, the incentive plan proposal, the election of director proposal and the adjournment proposal.

Date, Time and Place

The annual meeting of stockholders will be held at     a.m./p.m. Eastern Time, on                     , 2008, at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109.

Purpose of the GBPO Annual Meeting

At the annual meeting, we are asking holders of GBPO common stock to approve the following proposals:

 

   

The merger proposal—a proposal to adopt the Agreement and Plan of Merger, dated as of January 27, 2008, by and among GBPO, the Merger Sub, and Stream, and to approve the merger contemplated thereby, pursuant to which GBPO will acquire all of the outstanding shares of capital stock of Stream and Stream will become a wholly-owned subsidiary of GBPO;

 

   

The authorized share proposal—a proposal to increase the number of authorized shares of GBPO capital stock from 120,000,000 shares to              shares;

 

   

The post-closing charter amendment proposal—a proposal to, among other things, (A) change GBPO’s name from “Global BPO Services Corp.” to “Stream Global Services, Inc.” and (B) remove, effective after the consummation of the merger, (1) certain provisions of Article Third and (2) the entirety of Article Sixth of the second amended and restated certificate of incorporation, all of which relate to the operation of GBPO as a blank check company prior to the consummation of a business combination, and to add provisions regarding dividends and distributions;

 

   

The incentive plan proposal—a proposal to approve the adoption of the 2008 stock incentive plan (pursuant to which GBPO will reserve up to              shares of common stock for issuance pursuant to the 2008 stock incentive plan);

 

   

The election of director proposal—a proposal to elect the Class I member of GBPO’s board of directors to serve until the 2011 annual stockholders meeting and until his successor is duly elected and qualified; and

 

   

The adjournment proposal—a proposal to authorize the adjournment of the annual meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or otherwise in connection with, the merger proposal and the transactions contemplated thereby.

Recommendation of GBPO Board of Directors

GBPO’s board of directors:

 

   

has unanimously determined that the merger proposal is fair to and in the best interests of us and our stockholders;

 

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has unanimously approved the merger proposal, the authorized share proposal, the post-closing charter amendment proposal, the incentive plan proposal, the election of director proposal and adjournment proposal; and

 

   

unanimously recommends that our stockholders vote “FOR” each of the merger proposal, the authorized share proposal, the post-closing charter amendment proposal, the incentive plan proposal, the election of director proposal and adjournment proposal, if necessary.

Record Date; Who is Entitled to Vote

GBPO’s board of directors has fixed the close of business on                     , 2008 as the record date for the determination of stockholders entitled to notice of, and to vote at, the annual meeting and at any adjournments or postponements thereof. On this record date, there were              shares of common stock outstanding and entitled to vote at the annual meeting. Each holder of common stock is entitled to one vote per share on each proposal on which such shares are entitled to vote at the annual meeting. Holders of warrants are not entitled to vote at the annual meeting.

As of April 11, 2008, the founding stockholders either directly or beneficially, owned and were entitled to vote 7,812,500 shares, or approximately 20% of GBPO’s outstanding common stock. In connection with the IPO, GBPO entered into agreements with the GBPO founding stockholders pursuant to which the GBPO founding stockholders agreed to vote all shares of GBPO common stock acquired prior to the IPO, and any shares of common stock acquired in or after the IPO, representing in the aggregate 20% of the total shares outstanding as of February 29, 2008, in the same manner as the majority of the votes cast by the holders of the common stock issued in the IPO other than the founding stockholders. This voting arrangement does not apply to any proposal other than the merger proposal. The founding stockholders intend to vote in favor of each of the other five proposals on which the GBPO stockholders are being asked to vote.

Quorum

A quorum will be present if holders of at least a majority of the issued and outstanding shares entitled to vote are present in person or by proxy at the meeting. If there is no quorum, the holders of a majority of the votes present or represented by proxy at the annual meeting may adjourn the annual meeting until a quorum is present

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. The latter will not be treated as shares entitled to vote on the matter as to which authority to vote is withheld by the broker. Discretionary items are proposals considered routine under the rules of the American Stock Exchange on which your broker may vote shares held in street name in the absence of your voting instructions. On non-discretionary items for which you do not give your broker instructions, the shares will be treated as broker non-votes. The adjournment proposal is the only discretionary item being proposed at the annual meeting. Since a stockholder must affirmatively vote against adoption of the merger proposal to have conversion rights, individuals who fail to vote or who abstain from voting on the merger proposal may not exercise their conversion rights. Record holders whose shares are voted against adoption of the merger proposal and beneficial holders of shares held in “street name” that are voted against the adoption of the merger proposal may exercise their conversion rights. Please see “Annual Meeting of GBPO Stockholders—Conversion Rights.”

Vote of Our Stockholders Required

The vote of a majority of the outstanding shares of common stock issued in the IPO is required to adopt the merger proposal. If the holders of an aggregate of 30% or more of the shares issued in the IPO vote against the merger proposal and demand to convert their shares into a pro rata portion of our trust account no later than the close of the vote on the merger proposal at the annual meeting, the remaining proposals, other than the election of director proposal and the adjournment proposal, will not be presented at the annual meeting for adoption.

 

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The adoption of the authorized share proposal and the post-closing charter amendment proposal will require the affirmative vote by the holders of a majority of the outstanding shares of GBPO common stock. The adoption of the incentive plan proposal will require the affirmative vote of holders of shares of common stock having a majority in voting power of the votes cast by the holders of all of the shares of GBPO common stock present or represented at the meeting. The adoption of the election of director proposal will require the plurality of the votes cast by GBPO stockholders entitled to vote on the election. The adoption of the adjournment proposal will require the majority vote of the voting power of the stockholders present or represented at the meeting and entitled to vote.

Voting Your Shares

Each share of GBPO common stock that you own in your name entitles you to one vote for each proposal on which such shares are entitled to vote at the annual meeting. Your proxy card shows the number of shares of our common stock that you own.

There are two ways to ensure that your shares of GBPO common stock are voted at the annual meeting:

 

   

You can cause your shares to be voted by signing and returning the enclosed proxy card. If you submit your vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted, as recommended by our board, “FOR” the adoption of the merger proposal, the authorized share proposal, the post-closing charter amendment proposal, the incentive plan proposal, the election of director proposal and the adjournment proposal. Votes received after a matter has been voted upon at the annual meeting will not be counted.

 

   

You can attend the annual meeting and vote in person. We will give you a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS AND YOU WILL NOT BE ELIGIBLE TO HAVE YOUR SHARES CONVERTED INTO A PRO RATA PORTION OF THE TRUST ACCOUNT IN WHICH A SUBSTANTIAL PORTION OF THE NET PROCEEDS OF GBPO’S IPO ARE HELD. YOU MUST AFFIRMATIVELY VOTE AGAINST THE MERGER PROPOSAL AND DEMAND THAT GBPO CONVERT YOUR SHARES INTO CASH NO LATER THAN THE CLOSE OF THE VOTE ON THE MERGER PROPOSAL AT THE ANNUAL MEETING TO EXERCISE YOUR CONVERSION RIGHTS. IN ORDER TO CONVERT YOUR SHARES, YOU MUST CONTINUE TO HOLD YOUR SHARES THROUGH THE CLOSING DATE OF THE MERGER AND THEN TENDER YOUR PHYSICAL STOCK CERTIFICATE TO OUR STOCK TRANSFER AGENT. IF THE MERGER IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE CONVERTED INTO CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT AND REQUEST THAT A PHYSICAL STOCK CERTIFICATE BE ISSUED IN YOUR NAME. SEE “—CONVERSION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

 

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Revoking Your Proxy

You can revoke your proxy at any time prior to the final vote at the annual meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

(i) you may submit another properly completed proxy card with a later date;

(ii) you may send a written notice that you are revoking your proxy to GBPO’s Secretary at the address listed above; or

(iii) you may attend the annual meeting and vote in person. Simply attending the annual meeting will not, by itself, revoke your proxy.

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your shares of our common stock, you may call Innisfree M&A Incorporated, our proxy solicitor, at (212) 750-5833 or our corporate secretary at (617) 517-3252.

No Additional Matters May Be Presented at the Annual Meeting

This annual meeting has been called only to consider the adoption of the merger proposal, the authorized share proposal, the post-closing charter amendment proposal, the incentive plan proposal, the election of director proposal and the adjournment proposal. Under our by-laws, other than procedural matters incident to the conduct of the annual meeting, no other matters may be considered at the annual meeting if they are not included in the notice of the annual meeting.

Conversion Rights

Each GBPO stockholder, other than the founding stockholders, who holds shares of common stock issued as part of the units issued in the IPO has the right to vote against the adoption of the merger proposal and demand that GBPO convert such stockholder’s shares into an amount in cash equal to such stockholder’s pro rata portion of the funds held in the trust account (net of taxes payable on any interest earned thereon and $              of interest earned on the trust account that has been released to GBPO as of                     , 2008) into which a substantial portion of the net proceeds of the IPO was deposited. This includes any stockholder who acquires shares issued in the IPO or through purchases following the IPO. As of                     , 2008, there was approximately $              in the trust account, including accrued interest on the funds in the trust account (net of accrued taxes), or approximately $              per share issued in the IPO. These shares will be converted into cash on such basis only if the merger is completed. However, if the holders of an aggregate of 30% or more of the shares issued in the IPO vote against the merger proposal and demand to convert their shares into a pro rata portion of our trust account no later than the close of the vote on the merger proposal at the annual meeting, the remaining proposals, other than the election of director proposal and the adjournment proposal, will not be presented at the annual meeting for adoption. Prior to exercising their conversion rights, GBPO’s stockholders should verify the market price of GBPO’s common stock, as they may receive higher proceeds from the sale of their common stock at the public market than from exercising their conversion rights. Shares of GBPO’s common stock are currently listed on the American Stock Exchange under the symbol “OOO.” On                     , 2008, the record date for the annual meeting of shareholders, the last sale price of GBPO’s common stock was $            .

You may exercise your conversion rights by checking the appropriate box on the proxy card and returning it to GBPO so that it is received by GBPO at any time up to the close of the vote on the merger proposal at the annual meeting. If you (i) initially vote for adoption of the merger proposal, but later wish to vote against adoption of the merger proposal and exercise your conversion rights, (ii) initially vote against adoption of the merger proposal and wish to exercise your conversion rights but do not check the box on the proxy card providing for the exercise of your conversion rights or do not send a written request to GBPO to exercise your

 

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conversion rights, or (iii) initially vote against adoption of the merger proposal but later wish to vote for the merger proposal, you may request that GBPO send you another proxy card on which you may indicate your intended vote and, if that vote is against adoption of the merger proposal, exercise your conversion rights by checking the box provided for such purpose on the proxy card. You may make such request by contacting GBPO at the phone number or address listed in this proxy statement. Any corrected or changed proxy card or written demand of conversion rights must be received by GBPO prior to the close of the vote on the merger proposal at the annual meeting.

In addition, in order to exercise your conversion rights you must:

 

   

continue to hold your shares through the completion of the merger and thereafter tender the physical stock certificate (together with necessary stock powers, letter of instructions and a certificate addressed to GBPO) to Continental Stock Transfer & Trust Company, our transfer agent at the following address: 17 Battery Place, New York, New York 10004, Attn: Alexandra M. Albrecht, Tel. (212) 845-3224, Fax (212) 616-7615, together with written instructions that you wish to convert your shares into your pro rata share of the trust account; and

 

   

provide to Continental Stock Transfer & Trust Company, with the stock certificate, a written certificate addressed to us to the effect that (i) you are a holder of record as of the record date for purposes of the annual meeting of stockholders, (ii) you have held the shares you seek to convert since the record date, and (iii) you will continue to hold the shares through the closing date of the merger.

Certificates that have not been tendered will not be converted into cash. In the event you tender shares and later decide that you do not want to convert your shares, you will need to make arrangements with our transfer agent, at the telephone number stated above, to withdraw the tender. If you hold the shares in street name, you will need to instruct the account executive at your bank or broker to withdraw the shares from your account and request that a physical stock certificate be issued in your name. If you have any questions or need assistance with exercising your conversion rights, please contact Alexandra M. Albrecht at Continental Stock Transfer & Trust Company at the number stated above as early as possible.

If, notwithstanding your vote against adoption of the merger proposal and your proper exercise of conversion rights, the merger is completed, then you will be entitled to receive a pro rata portion of the funds held in the trust account (net of taxes payable on the interest earned thereon and $              of interest earned on the trust account that has been released to GBPO as of                     , 2008), calculated as of the date that is two business days prior to the completion of the merger. If you exercise your conversion rights, then you will be exchanging your shares of GBPO common stock for cash and will no longer own these shares. You will be entitled to receive cash for these shares only if you continue to hold these shares through the completion of the merger and thereafter tender your physical stock certificate to our stock transfer agent. If the merger is not completed, then these shares will not be converted into cash. Prior to exercising their conversion rights, our stockholders should verify the market price of our common stock, as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their conversion rights if the market price per share is higher than the conversion price.

If the merger is not completed, GBPO will continue to search for a target company for a business combination. However, GBPO may be required to commence proceedings to dissolve and liquidate if it does not consummate a business combination by October 17, 2009. In any dissolution and liquidation, we would expect the funds held in the trust account (net of taxes payable on the interest earned thereon and $              of interest earned on the trust account that has been released to GBPO as of                     , 2008), plus any remaining net assets not held in trust, would be distributed pro rata to the holders of GBPO’s common stock acquired in the IPO. However, our dissolution and liquidation may be subject to substantial delays and the amounts in the trust account, and each public stockholder’s pro rata portion thereof, may be subject to the claims of creditors or other third parties. See the section entitled “Risk Factors—If we are unable to complete the business combination with Stream or another party and are forced to dissolve and liquidate, third parties may bring claims against us and, as

 

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a result, the proceeds held in trust could be reduced and the per-share liquidation price received by stockholders could be less than $8.00 per share and our warrants will expire worthless.” Holders of GBPO common stock acquired prior to the IPO have waived any right to any liquidation distribution with respect to those shares. The GBPO warrants currently outstanding will expire and become worthless if GBPO is required to commence proceedings to dissolve and liquidate.

If the holders of an aggregate of 30% or more of the shares issued in the IPO vote against the merger proposal and demand to convert their shares into a pro rata portion of our trust account no later than the close of the vote on the merger proposal at the annual meeting, the remaining proposals, other than the election of director proposal and the adjournment proposal, will not be presented at the annual meeting for adoption.

Appraisal Rights

GBPO stockholders do not have appraisal rights in connection with the merger under the DGCL.

Proxies and Proxy Solicitation Costs

GBPO is soliciting the proxy card represented by the enclosed proxy on behalf of its board of directors, and it will pay all costs of preparing, assembling and mailing the proxy materials. In addition to mailing out proxy materials, GBPO’s chief executive officer, chairman of the board and other officers may solicit proxies by telephone or fax, each without receiving any additional compensation for his services. GBPO has requested brokers, banks and other fiduciaries to forward proxy materials to the beneficial owners of its common stock. GBPO has engaged Innisfree M&A Incorporated to solicit proxies for this annual meeting. GBPO is paying a fixed solicitation fee of $20,000 for solicitation services and a $5 per call fee.

 

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THE MERGER PROPOSAL

General Description of the Merger

On January 27, 2008, GBPO entered into an agreement and plan of merger with Stream pursuant to which GBPO will acquire all of the outstanding shares of capital stock of Stream and Stream will become a wholly-owned subsidiary of GBPO.

The purchase price is $225.8 million, subject to certain working capital and other adjustments and subject to increase under certain circumstances if the closing of the merger does not occur by July 31, 2008. The purchase price is comprised of the following:

 

   

the payment to Stream stockholders and optionholders of an amount in cash equal to $211.3 million, plus an amount equal to 75% of certain capital expenditures made by Stream from July 1, 2008 to the closing and less: (i) the amount of outstanding indebtedness (including capital leases) of Stream at the closing (approximately $103.3 million at March 31, 2008), (ii) transaction expenses of Stream and transaction-related bonuses payable to certain Stream executives (estimated to total $7 million), and (iii) transaction fees of approximately $4 million payable to H.I.G.;

 

   

the issuance to Stream stockholders and optionholders of 1,812,500 units of GBPO, each unit consisting of one share of GBPO common stock and a warrant to purchase one share of GBPO common stock at a purchase price of $6.00 per share (representing approximately 4.7% of the total outstanding capital stock, assuming no exercise of any GBPO warrants) plus up to an additional 335,648 units to the extent that the average closing price of a GBPO unit during the 30-day period ending three business days prior to the closing of the merger is less than $8.00; and

 

   

the assumption of the capital leases of Stream at the closing (estimated at $8.4 million at March 31, 2008) and the assumption, replacement or repayment of other outstanding indebtedness of Stream at the closing (estimated at $72.4 million at March 31, 2008).

Background of the Merger

The terms of the merger agreement are the result of negotiations between the representatives of GBPO, Stream and H.I.G., the principal stockholder of Stream. Rick Rosen is a managing director of H.I.G., an affiliate of H.I.G. Call Center II, Inc., the 99% stockholder of Stream. There are 10 additional stockholders and 32 optionholders (of which nine are also stockholders) of Stream including, in each instance, certain members of management. The following is a brief description of the background of these negotiations, the merger and related transactions.

GBPO is a blank check company organized under the laws of the State of Delaware on June 26, 2007 to acquire, through a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction or other similar business combination one or more domestic or international operating businesses.

A registration statement for GBPO’s IPO was declared effective on October 17, 2007. On October 23, 2007, GBPO consummated its IPO of 31,250,000 units. Each unit consists of a share of common stock and a warrant to purchase one share of common stock. Each warrant expires on October 17, 2011, or earlier upon redemption, and entitles the holder to purchase one share of GBPO common stock at an exercise price of $6.00 per share. The common stock and warrants started trading separately on November 27, 2007.

The net proceeds from the sale of the GBPO units were approximately $231,300,000, excluding offering expenses. In addition, GBPO’s founding stockholders purchased 7.5 million warrants to purchase common stock in a private placement completed prior to the closing of the IPO for a total consideration of approximately $7.5 million. Of these amounts, $246,300,000, including the underwriters’ deferred discount of $7.5 million, was deposited in trust and, in accordance with GBPO’s second amended and restated certificate of incorporation, will be released either upon the consummation of a business combination or upon the liquidation of GBPO.

Prior to the consummation of the IPO, neither GBPO, nor any of its officers, directors, advisors, consultants or affiliates, contacted, or engaged in any discussions with, any potential acquisition target regarding a business combination with GBPO.

 

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Subsequent to the consummation of the IPO on October 23, 2007, GBPO commenced consideration of potential target companies with the objective of consummating a business combination. GBPO compiled a list of potential BPO acquisition targets, categorizing them by business sector and priority. The business sectors included CRM, or customer relationship management; HR, or human resources management; IS, or information services management; and TP, or transaction processing. From time to time, GBPO updated and supplemented its list of potential acquisition targets. The total number of potential acquisition targets eventually considered by GBPO exceeded 100.

During the period from the closing of the IPO to January 27, 2008, GBPO:

 

   

compiled a database of over 100 potential acquisition targets provided by its various investment banking, private equity and industry contacts;

 

   

contacted by email or correspondence approximately 115 investment banks, private equity firms and other service providers to inquire whether they might be aware of available acquisition opportunities in the BPO industry;

 

   

participated in in-person or telephonic meetings with approximately 50 investment banks, private equity firms and other service providers to discuss potential acquisition opportunities;

 

   

participated in in-person or telephonic discussions with representatives of 14 potential acquisition targets in the BPO area;

 

   

exchanged non-disclosure agreements, or NDAs, with 11 potential acquisition targets, or their representatives, and entered into NDAs with 8 potential acquisition targets, or their representatives; and

 

   

conducted diligence with respect to 12 potential BPO acquisition targets.

GBPO’s database of over 100 potential acquisition targets was compiled by its management with input from approximately fifteen investment banks, including Bear Stearns, Deutsche Bank Securities Inc., Robert W. Baird & Co. Incorporated, America’s Growth Capital and Citigroup, and management’s sourcing network across the BPO industry. The 12 potential BPO acquisition targets for which GBPO conducted diligence had revenues ranging from $200 million to $1 billion. GBPO did not enter into a letter of intent with any of these potential acquisition targets for various reasons, including purchase prices which GBPO believed were too high, timing and the nature, size and business models of the respective targets. None of the discussions with potential BPO acquisition targets, other than Stream, resulted in a letter of intent or a definitive agreement regarding a potential business combination.

Following the closing of the IPO, on October 23, 2007, Mr. Murray, the chairman, chief executive officer, president and interim chief financial officer of GBPO, responded to a message from Mr. Rick Rosen, a managing director of H.I.G., congratulating Mr. Murray on the pricing of GBPO’s IPO, and left a message with Mr. Rosen inquiring whether H.I.G. might be interested in discussing the possible sale of Stream or any other company in H.I.G.’s portfolio. Mr. Murray was professionally acquainted with Mr. Rosen because Bayside Opportunity Fund, a fund affiliated with H.I.G., is a stockholder of Protocol Communications, Inc., a private company of which Mr. Murray was non-executive chairman of the board until his resignation on February 1, 2008.

On October 26, 2007, at a meeting of GBPO’s board of directors, GBPO’s management reviewed the process by which GBPO would review potential acquisition targets.

On October 29, 2007, Mr. Rosen and Mr. Murray had a telephone conversation in which Mr. Rosen indicated that while Stream was not currently for sale, H.I.G. might be interested in exploring a possible transaction with GBPO, but only on the condition that GBPO commit to decide quickly whether to proceed and, if a preliminary understanding as to principal terms could be agreed upon, be able to commit to move quickly toward a definitive acquisition agreement. Furthermore, because Stream was not in an active sale process, Mr. Rosen was concerned about customers and competitors learning of a proposed transaction and therefore wanted to proceed quickly. In their discussion, Mr. Rosen expressed reservations about committing to sell Stream to a special purpose acquisition corporation such as GBPO because of the time delays associated with the need to

 

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obtain a stockholder vote and because of the risks associated with the condition that the holders of less than 30% of the shares of GBPO common stock elect to convert their shares. Mr. Rosen also communicated that GBPO would not be permitted to conduct extensive diligence unless and until the parties were able to reach agreement as to a non-binding letter of intent containing the acquisition price and other principal terms.

Based on their experience in the BPO industry, GBPO management determined that Stream might be an attractive acquisition opportunity. In particular, each of Messrs. Murray, Linnell, Moore and Ms. Keeman had prior experience with Stream. From January 2000 until January 2002, following its acquisition in 2001 by Solectron Global Services, Inc., Mr. Murray served as president and chief operating officer of Stream. From February 2006 to February 2008, Mr. Murray served as non-executive chairman of the board of Protocol Communications, Inc., which was owned by an affiliate of H.I.G. From May 1996 through May 2002, Mr. Linnell served in various roles at Stream, including chief information officer, vice president North American operations and chief technology officer. In 1997, Stream divested into three separate business entities and from 1997 through 2002, Mr. Moore served as chairman and chief executive officer of the remaining entity, until its 2001 acquisition by Solectron Global Services. From 1996 to 2003, Ms. Keeman served in various roles at Stream, including vice president of marketing, director of product marketing, and business unit director. They also determined that GBPO should be able to expedite the diligence process and should move quickly to consider whether it would seek to pursue a potential acquisition of Stream. Due in part to past experience of certain of GBPO’s officers, directors and strategic advisory council members, management believed it was in a unique position to have insight into improving Stream’s operating income in the future.

On November 10, 2007, GBPO and Stream signed an NDA. During the period from November 14, 2007 to January 2008, GBPO also entered into NDAs with 7 other potential acquisition candidates. GBPO did not proceed with any of these potential acquisition candidates because it determined that Stream’s global footprint, earnings potential and purchase price afforded GBPO with a more attractive transaction.

On November 16, 2007, at a meeting of GBPO’s board of directors, GBPO management and the board reviewed a list of the most promising potential acquisition targets, including Stream.

On November 21, 2007, GBPO sent a draft of a non-binding letter of intent to H.I.G., setting forth the principal terms upon which GBPO proposed to acquire Stream.

Following November 21, 2007, representatives of GBPO and H.I.G. negotiated the terms of the letter of intent, with the principal issues relating to the price of the acquisition, the timing of the closing and an exclusivity commitment from Stream. GBPO relied on its management team’s experience in negotiating acquisitions in determining the terms of the merger agreement relating to the form and amount of the merger consideration and the upwards and downwards adjustment mechanisms. GBPO agreed to a potential increase in the purchase price if the closing of the merger were delayed until after July 31, 2008, as long as specific financial targets were met, in order to address Stream’s concerns that the merger consideration adequately reflect that any delay would likely be attributable to GBPO’s need for stockholder approval and that any improvement in Stream’s financial performance in the months subsequent to the signing of the merger agreement should benefit Stream stockholders. GBPO agreed to a working capital adjustment based on the amount of working capital that it expected Stream to have as of the closing and agreed to an adjustment for capital expenditures made by Stream after July 1, 2008 in recognition of the fact that the future benefits of such capital expenditures would accrue to GBPO stockholders. The parties negotiated and agreed to a potential decrease in the purchase price if the closing working capital was less than the targeted amount because of their mutual understanding that the determination of the original purchase price was based on the targeted amount of working capital at closing.

In early December 2007, GBPO engaged Bear Stearns to advise GBPO and render an opinion as to whether the consideration to be paid by GBPO for Stream is fair to GBPO from a financial point of view. Bear Stearns did not participate in any negotiations regarding the determination of the amount of such consideration nor did they assist in structuring the transaction.

 

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On December 5, 2007, at a meeting of GBPO’s board of directors, GBPO’s management reviewed the principal terms of the proposed letter of intent with Stream, and GBPO’s board of directors authorized management to continue to engage in discussions with Stream regarding a potential acquisition upon the terms set forth in the letter of intent.

On December 10, 2007, at a meeting held in Dallas, Texas near Stream’s headquarters, GBPO’s management met with the chief executive officer and chief financial officer of Stream to conduct business diligence. Also present at the meeting were representatives of H.I.G.

On December 13, 2007, GBPO and H.I.G. signed a non-binding letter of intent setting forth the principal terms of the proposed merger and signed an exclusivity letter pursuant to which Stream agreed not to solicit acquisition proposals from any third party until January 14, 2008. Following the execution of the letter of intent, GBPO focused its efforts on the acquisition of Stream, although it did continue to engage in discussions with several other potential acquisition candidates.

On December 14, 2007, GBPO management met with various representatives of Stream and H.I.G. in Dallas, Texas near Stream’s headquarters to conduct further business diligence.

On December 17, 2007, GBPO and its counsel, WilmerHale, received a draft merger agreement from counsel to Stream, White & Case.

Following December 17, 2007, representatives of GBPO and Stream, as well as GBPO’s counsel and Stream’s counsel, periodically negotiated the terms of the merger agreement and related transaction documents, including the registration rights and lock-up agreement and the escrow agreement.

On December 18, 2007, GBPO’s management met with Stream’s chief executive officer, vice president of North American sales and chief information officer in Dallas, Texas, to conduct further diligence. Representatives of Bear Stearns and H.I.G. were also present at the meeting.

On December 19, 2007, GBPO engaged an independent financial consultant, Gillian Hsieh, to assist GBPO in conducting financial diligence of Stream.

From December 20, 2007 to mid-January 2008, Mr. Linnell of GBPO conducted site visits to Stream’s service solution centers in North America, the Dominican Republic, Europe and North Africa.

Throughout November and December, 2007, GBPO’s management continued to explore other potential acquisition opportunities through meetings and telephonic conversations with possible acquisition candidates, as well as investment banks and private equity firms.

On January 3 and 4, 2008, GBPO’s independent accountants, BDO Seidman, met with representatives of Stream in Dallas, Texas to conduct financial and tax diligence.

On January 7, 2008, GBPO’s management met in Boston, Massachusetts with representatives of Stream’s European operations and its chief executive officer to conduct further diligence. Representatives of H.I.G. were also present at the meeting.

On January 8, 2008, GBPO’s board of directors held a meeting to review the results of management’s diligence review and the status of the negotiations with Stream regarding the merger agreement. GBPO’s board of directors also reviewed several other potential acquisition candidates.

On January 10, 2008, GBPO’s general counsel met with Stream’s general counsel to conduct legal diligence.

On January 12, 2008, GBPO engaged in a telephonic meeting with representatives of Stream in India and Stream’s chief executive officer to review the Indian operations of Stream. Representatives from H.I.G. also participated on the call.

On January 14, 2008, GBPO and Stream extended the term of Stream’s exclusivity commitment until January 24, 2008.

 

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On January 17, 2008, GBPO management, together with its financial consultant, met with Stream’s chief executive officer in Dallas to review further the business and operations of Stream. Representatives from H.I.G. were also present.

On January 22, 2008, GBPO distributed to its board of directors materials that included, among other things, a description of the terms of the proposed transaction and drafts of the transaction documents.

In the evening of January 23, 2008, GBPO’s board of directors held a meeting during which Mr. Murray reviewed the principal business terms of the proposed transaction and members of GBPO management reviewed the results of their business, financial and legal diligence. Counsel for GBPO reviewed the terms of the proposed merger agreement. Bear Stearns presented their financial analyses of the proposed transaction and responded to questions from GBPO’s board of directors. Bear Stearns then provided their oral opinion (to be followed by a written opinion) that the fair market value of Stream was equal to at least 80% of GBPO’s net assets held in trust and that the consideration to be paid pursuant to the merger agreement was fair, from a financial point of view, to GBPO. GBPO’s board of directors unanimously determined that the fair market value of Stream was in excess of 80% of GBPO’s net assets held in trust. GBPO’s board of directors also unanimously approved the merger agreement and related transactions, subject to the completion of diligence calls scheduled to be conducted with certain customers of Stream.

On January 24 and 25, 2008, members of GBPO management completed their diligence calls with certain customers of Stream.

On January 27, 2008, the merger agreement was executed by the parties thereto. Prior to the opening of the financial markets in New York on January 28, 2008, GBPO issued a press release announcing the transaction.

GBPO’s Board of Directors’ Reasons for the Approval of the Merger

In reaching its decision with respect to the merger and the transactions contemplated by the merger agreement, GBPO’s board of directors reviewed various industry and financial data and considered the merger agreement and related schedules provided by Stream in order to determine that the consideration to be paid in connection with the merger was reasonable.

GBPO conducted a diligence review of Stream that included a review of Stream’s existing business model and financial projections in order to enable GBPO’s board of directors to ascertain the reasonableness of the consideration to be paid by GBPO. Prior to approving the merger agreement on January 23, 2008, GBPO’s board of directors obtained an opinion from Bear Stearns as to the fairness, from a financial point of view, to GBPO of the consideration to be paid by GBPO in the merger. In connection with GBPO’s engagement of Bear Stearns as its financial advisor with respect to the proposed merger, Bear Stearns will receive a fee of $1,000,000, of which $750,000 will be paid upon consummation of a transaction with Stream.

GBPO’s board of directors concluded that the merger with Stream is in the best interests of GBPO and its stockholders and that the price to be paid for Stream is fair to GBPO and its stockholders. GBPO’s board of directors considered a wide variety of factors in connection with its evaluation of the merger. In light of the complexity of those factors, GBPO’s board of directors did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its decision. In addition, individual members of GBPO’s board of directors may have given different weight to different factors. GBPO’s board of directors determined that the merger agreement with Stream and the transactions contemplated thereby are fair to GBPO’s stockholders, from a financial point of view, and in the best interests of GBPO and its stockholders.

 

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Favorable Factors

In considering the merger, GBPO’s board of directors gave considerable weight to the following favorable factors:

Stream’s strong brand, global service location footprint and a broad portfolio of clients

An important criteria to GBPO’s board of directors in identifying an acquisition target was that the company possess a strong brand with a global service location footprint and Fortune 1,000 clients. Stream has a strong reputation with talented, knowledgeable service professionals serving a broad portfolio of clients. Stream has a diversified, growing client base servicing companies in a number of major business sectors, including technology, consumer electronics and communications. Stream has operations in 16 countries around the world, such as the United States, Canada, across Europe, and off-shore in places like North Africa, India, Costa Rica and the Dominican Republic. GBPO’s board of directors considered Stream’s positive reputation, skilled employees, solid technology platform, scalable infrastructure and strong client base in evaluating its business and ultimately approving the merger.

Stream’s historical financial performance and potential for future growth

An important criteria to GBPO’s board of directors in identifying an acquisition target was that the company have a strong revenue base, positive and growing EBITDA and the opportunity for significant improvement in operating performance. Stream’s revenue increased by approximately 30% from $311 million in 2005 to $406 million in 2006 and is expected to increase by approximately 19% to an estimated $484 million (on a preliminary and unaudited basis) in 2007. Stream’s EBITDA was $15.3 million in 2006 and is estimated on a preliminary and unaudited basis to be approximately $20 million in 2007. GBPO did not consider Stream’s history of losses and accumulated deficit when considering Stream as a potential acquisition target. GBPO determined that Stream’s net losses were not as relevant in view of the substantial interest charges associated with the indebtedness incurred in connection with the acquisition of Stream and the relatively small amount of capital invested in Stream. Instead GBPO focused principally on Stream’s operating cash earnings and Stream’s future cash operating earnings potential.

GBPO believes that there are opportunities to enhance revenues by a combination of: new customers gained through industry contacts of GBPO’s management; the development of new services, such as warranty management, credit and collection and language interpretation and translation; and opening new service solution centers in countries such as China, the Philippines, Eastern Europe, South America, Latin America, Malaysia and/or Singapore. GBPO believes that there are opportunities to improve operating margins through a combination of cost management; improvement in service level metrics; reduction in attrition rates for service professionals; and the expansion of staffing models, such as part-time and home-agents. Also, GBPO believes that it can improve operating performance through technological enhancements, including: streamlining the various technologies used by Stream in its business; introducing new technologies to improve operational effectiveness in areas such as recruiting, training, and deployment; and creating customer-focused technologies, such as web portals, self-help tools and interactive voice response systems.

Fairness opinion of Bear Stearns

At the January 23, 2008 meeting of GBPO’s board of directors, Bear Stearns delivered its oral opinion, which was subsequently confirmed in writing, that, as of January 23, 2008, and based upon and subject to the assumptions, qualifications and limitations set forth in the written opinion, the purchase price was fair, from a financial point of view, to GBPO. See “—Opinion of Bear Stearns.”

The complementary skills of GBPO officers

GBPO’s board of directors preferred an acquisition opportunity in which the skills of GBPO’s officers could be leveraged to the benefit of the target company. GBPO’s board of directors believes that its officers bring

 

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strong skills to the Stream business that can drive further profitable growth. In particular, GBPO’s board believes that the experience of GBPO’s management as public company executives with skills in the areas of global operations, cost and productivity improvement and developing new products can be applied to enhance revenues and improve operating results at Stream. In addition, from January 2000 until January 2002, Mr. Murray served as president and chief operating officer of Stream. From May 1996 through May 2002, Mr. Linnell served in various roles at Stream, including chief information officer, vice president North American operations and chief technology officer. From 1994 to 2003, one of GBPO’s directors, Steven D.R. Moore, served in various roles including chairman and chief executive officer, president and chief operating officer of Stream. From 1996 to 2003, Deborah Keeman, a member of GBPO’s strategic advisory council, served in various roles at Stream, including vice president of marketing, director of product marketing, and a business unit director. GBPO’s board of directors considered the potential synergies of GBPO’s officers and Stream management team as a favorable factor in approving the merger.

The terms of the merger agreement

The terms of the merger agreement, including the closing conditions, covenants, indemnification and termination provisions are reasonable from GBPO’s perspective. GBPO’s board of directors placed importance on the merger agreement, including its reasonable terms and conditions, as it believed that such terms and conditions would adequately protect GBPO’s interests in the merger and enhance the likelihood of closing. GBPO believes that it is reasonable for it to have agreed to a break-up fee in the merger agreement because GBPO has the right, under certain circumstances, to withdraw its recommendation for the merger and the stockholders of GBPO have the right to disapprove of the merger. Conversely, the board of Stream has no right to withdraw its recommendation and Stream stockholders have approved the merger. In addition, GBPO believes that limiting indemnification claims to a $500,000 threshold and recoveries to the escrow fund (as defined in the merger agreement), except in the case of actual fraud, are customary in transactions such as this.

Satisfaction of 80% Test

It is a requirement that any business acquired by GBPO have a fair market value equal to at least 80% of GBPO’s net assets at the time of acquisition, which assets shall include the amount in the trust account. The GBPO board of directors, including its independent directors, determined that this test was met based on an opinion from Bear Stearns to GBPO’s board of directors to this effect and GBPO’s board of directors review of the analyses prepared by Bear Stearns. The analyses reviewed by GBPO’s board of directors in determining that the fair market value of Stream’s business exceeded 80% of GBPO’s net assets included the following:

 

   

The application of a discounted cash flow analysis;

 

   

An evaluation of Stream in light of the market capitalizations of publicly-traded CRM companies; and

 

   

An analysis of certain precedent merger and acquisition transactions in the CRM industry during the past several years.

GBPO’s board of directors believes that the valuation analyses it reviewed, which are more fully described below under “– Summary of Analyses for Fairness Opinion,” were reasonable and customary.

Other Factors

GBPO’s board of directors also considered potentially negative factors. Among the potentially negative factors considered by GBPO’s board of directors, which are more fully described in the “Risk Factors” section of this proxy statement, are the following:

 

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GBPO will have less working capital, and may require additional financing if a significant portion of GBPO’s stockholders exercise their conversion right

GBPO’s board of directors considered the risk that public stockholders of GBPO would vote against the merger and elect to convert their shares into cash upon consummation of the acquisition. If no holders elect to convert their shares, GBPO’s available cash is expected to be approximately $              upon the closing, assuming it is able, as contemplated by a commitment letter entered into with Stream’s existing bank lender, to replace Stream’s outstanding indebtedness upon the closing. However, GBPO’s commitment letter includes numerous conditions, some of which are outside its control, and there can be no assurance that it will be able to close the replacement credit facility contemplated by such letter. If conversion rights are exercised with respect to 9,374,999 shares (representing 29.99% of the outstanding shares of GBPO common stock other than those held by its founding stockholders), the maximum potential conversion cost would be approximately $73,874,992. If holders of 9,374,999 shares were to elect to convert their shares into cash and GBPO is unable, for any reason, to obtain its contemplated credit facility to replace the outstanding indebtedness of Stream (other than capital leases) that would otherwise become payable upon closing, GBPO would be required to obtain other debt and/or equity financing totaling approximately $              to consummate the merger. GBPO has no reason to believe it would not be able to obtain such financing, but there can be no assurance that it would be able to do so.

Officers and directors of GBPO may have different interests in the acquisition than the Stream stockholders

GBPO’s board of directors considered the fact that the officers and directors of GBPO may have interests in the acquisition that are different from, or are in addition to, the interests of GBPO stockholders generally, including the matters described under “—Interests of GBPO Directors and Officers in the Merger” below. However, the board of directors also considered that these different interests would exist with respect to an acquisition of any target company.

Ability to avoid disruptions in business or loss of clients

GBPO’s board of directors considered that Stream’s business is dependent upon a few major clients. The completion of the merger could cause business disruptions, including the potential loss of key clients, which could have material adverse on Stream’s business and operations. Although GBPO believes that Stream’s client relationships are and will remain stable following the merger, Stream’s clients, in response to the completion of the merger, may adversely change or terminate their relationships with Stream, which could have a material adverse effect on the business of Stream following the merger.

Delays or difficulties in realizing planned revenue enhancement and opportunities

As discussed above, GBPO expects to undertake various initiatives to enhance the revenues and improve the operating margins of Stream. There can be no assurance that GBPO will not encounter delays or difficulties in implementing these initiatives, and any such delays or difficulties could cause either the deferral or loss of all or part of the benefits expected to be realized from such planned initiatives.

Interests of GBPO Directors and Officers in the Merger

When you consider the recommendation of GBPO’s board of directors in favor of adoption of the merger proposal, you should keep in mind that GBPO’s directors and officers have interests in the merger that are different from, or in addition to, your interests as a stockholder.

These interests include, among other things:

 

   

If this merger is not approved, and GBPO fails to consummate an alternative business combination prior to October 17, 2009, GBPO may liquidate. In such event, the 7,812,500 shares of common stock held by the GBPO founding stockholders, including GBPO’s officers and directors and their affiliates

 

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and other persons, that were acquired prior to or concurrently with the IPO will be worthless because the GBPO founding stockholders are not entitled to receive any liquidation proceeds with respect to such shares. Such shares had an aggregate market value of $              based on the last sale price of $             on the American Stock Exchange on                     , 2008, the record date. The GBPO founding stockholders paid $7,500,000 for the 7,500,000 founder warrants.

 

   

In addition, the 7,500,000 founder warrants will become worthless if this merger is not consummated and GBPO fails to consummate an alternative business combination prior to October 17, 2009. These warrants had an aggregate market value of $              based upon the last sale price of $              on the American Stock Exchange on                     , 2008, the record date.

 

   

After the completion of the merger, Messrs. Murray, Howe, Moore, O’Leary and Conway will continue to serve as members of GBPO’s board of directors and Messrs. Murray, Linnell and Ms. Flaherty will continue to serve as officers. As such, in the future they may receive cash compensation, board fees, stock options or stock awards if GBPO’s board of directors so determines. GBPO currently has made no determinations regarding the compensation it will pay its directors or officers after completion of the merger or whether it plans to enter into employment agreements with its officers.

 

   

If we are unable to complete a business combination and are forced to liquidate, Scott Murray, Charles Kane, Lloyd Linnell and Sheila Flaherty will be jointly and severally liable under certain circumstances (for example, if a vendor does not waive any rights or claims to the trust account) to ensure that the proceeds in the trust account are not reduced by the claims of vendors, service providers or other entities that are owed money by us for services rendered or contracted for or products sold to us or by claims of prospective target businesses for fees and expenses of third parties that we agree to pay in the event we do not consummate a combination with such target business. However, we cannot assure you that they will be able to satisfy those obligations if they are required to do so. To date, GBPO has incurred expenses of approximately $1,000,000 for out-of-pocket expenses as of April 15, 2008 for certain legal and accounting services for which Messrs. Murray, Linnell and Kane and Ms. Flaherty may be personally liable to the extent the assets of GBPO outside of the trust account are not available therefor.

Certain Financial Projections

In December 2007, Stream provided certain projections to GBPO in connection with GBPO’s due diligence. The major assumptions included revenue growth of approximately 12% per year; direct cost as a percentage of revenue declining by approximately 2% over the period; selling, general and administration expenses as a percentage of revenue declining by 3% over the period. In addition, the projections included other assumption such as no major loss of key customers or key employees, no material change in currency exchange rates, no material change in macro economic factors and a relatively stable pricing environment for the services performed. The projections provided by Stream also assumed that they would open 4 to 5 new service center locations per year over the five year period and that operating metrics such as employee attrition and utilization would remain relatively constant.

GBPO modified Stream’s projections, as shown below, to reflect revenue growth and cost saving opportunities that GBPO management believes can be achieved following the merger. Specifically, the modified projections identify additional revenue and earnings before interest, taxes, depreciation and amortization, stock-based compensation charges and restructuring and other non-recurring charges (“Adjusted EBITDA”) that GBPO believes Stream should be able to derive from opening new off-shore service locations such as China, the Philippines, Eastern Europe, South America, Latin America, Malaysia and/or Singapore, the addition or expansion of services, such as supply chain management, warranty services, credit and collection services and language translation and interpretation services, the introduction of front-end technology-driven service solutions for self-help and other technical assistance, and operational improvements in areas such as employee attrition, site capacity, utilization rates and other operating metrics. GBPO believes that these projected improvements are achievable based upon various factors, including the extensive experience that certain officers of GBPO have in

 

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the BPO industry, the experience of such officers in establishing and operating off-shore operations, the specific experience of GBPO’s officers with the business of Stream from their former executive roles at Stream prior to its sale to Solectron Corporation in 2001, the relationships of GBPO’s officers across the BPO industry with current and potential clients, and the experience of such officers in the broader technology industry.

While these financial projections were prepared in good faith by GBPO’s management, no assurance can be given regarding future events. Therefore, such financial projections cannot be considered a reliable predictor of future operating results, and this information should not be relied on as such. The financial projections in this section were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information or published guidelines of the SEC regarding forward-looking statements. In addition, these financial projections have not been compiled, examined or reviewed by either Stream’s or GBPO’s independent auditors. In light of the foregoing, and considering that the GBPO stockholder meeting will be held at least [            ] months after the date the financial projections included below were prepared, as well as the uncertainties inherent in any financial projections, stockholders are cautioned to keep these facts in mind and to understand that the information contained in this proxy statement under the heading “Forward-Looking Statements” apply particularly to these financial projections.

These projections are not included in this document in order to induce any GBPO stockholder to vote in favor of the merger or to impact any investment decision with respect to GBPO common stock. These projections are included solely to provide the reader of this proxy statement with background information on the information considered by GBPO’s board of directors in connection with its evaluation of Stream and by Bear Stearns in its analysis described below under “—Opinion of Bear Stearns.”

The estimates and assumptions underlying the financial projections involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and the ability of GBPO to achieve the projected incremental revenue and operational improvements after the merger. In any event, these estimates and assumptions may not be realized and are inherently subject to significant business, economic, competitive and regulatory uncertainties, all of which are difficult to predict and many of which are beyond the control of GBPO after the merger. Accordingly, there can be no assurance that the projected results would be realized or that actual results would not differ materially from those presented in the financial projections. The inclusion of these financial projections should not be interpreted as an indication that GBPO (or Stream) considers this information to be a reliable prediction of future results, and this information should not be relied on for that purpose.

 

     2008     2009  
     (in millions)  

Revenues(1)

   $ 516.5     $ 579.9  

Plus: Incremental Revenue from new sites and services(2)

   $ —       $ 62.9  

Total Revenue

   $ 516.5     $ 642.9  

Adjusted EBITDA(1)(3)

   $ 31.7     $ 44.4  

Plus: Incremental EBITDA from Operational Improvements(2)(3)

   $ —       $ 18.3  

Less: Other Operating Items(4)

   $ (0.5 )   $ (2.0 )

Total Adjusted EBITDA(3)

   $ 31.2     $ 60.7  

 

(1) Revenues exclude pass through revenues for telecommunication costs that are contractually committed to be billed to the client at cost, which are projected to be approximately $20 million per year

 

(2)

Represents incremental revenue and Adjusted EBITDA contribution projected by GBPO to be derived from operational improvements. Assumptions regarding these operational enhancements include: (i) new services, such as supply chain management, warranty services, credit and collection services and language translation and interpretation services and the introduction of front-end technology driven service solutions for self-help and other technical assistance, with incremental revenue of $10.0 million in 2009, and

 

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projected Adjusted EBITDA margin of 18.5% of such incremental revenues, (ii) the establishment of service locations in China, the Philippines, Eastern Europe, South America, Latin America, Malaysia and/or Singapore (2 additional sites in 2009), with a projected Adjusted EBITDA margin of approximately 15% for such sites, (iii) decreased operating costs through the achievement of lower employee attrition and other performance improvements, (iv) a shift to utilization of a higher number of part-time service professionals and use of home based professionals (each of which are lower cost and allow for greater scheduling flexibility and lower benefits-related cost) and (v) projected savings from technology centralization in service locations and expenditures in technology to reduce training and development costs.

 

(3) Adjusted EBITDA means earnings before interest, taxes, depreciation and amortization, stock-based compensation charges and restructuring and other non-recurring charges, which GBPO is not able to forecast.

 

(4) Represents the costs that GBPO projects will be associated with operating as a public company, such as compliance with the requirements of the Sarbanes-Oxley Act of 2002, increased audit and finance costs for items such as internal audit and regulatory reporting, legal costs associated with being a public company and investor relations costs.

GBPO management also presented to its Board of Directors forecasts showing projected revenues of Stream, including increased revenues from new sites and services after the merger, increasing from $642.9 million in 2009 to $1,078 million in 2012, and projected Adjusted EBITDA, including earnings from operational improvements after the merger, increasing from $60.7 million in 2009 to $138 million in 2012.

Opinion of Bear Stearns

Overview

Pursuant to an engagement letter dated January 23, 2008, GBPO retained Bear Stearns to act as its financial advisor with respect to a possible transaction with Stream. In selecting Bear Stearns, GBPO’s board of directors considered, among other things, the fact that Bear Stearns is an internationally recognized investment banking firm with substantial experience advising companies in the BPO and technology industries, including the CRM industry, as well as substantial experience providing strategic advisory services. Bear Stearns, as part of its investment banking business, is continuously engaged in the evaluation of businesses and their debt and equity securities in connection with mergers and acquisitions, underwritings, private placements and other securities offerings, senior credit financings, valuations and general corporate advisory services.

At the January 23, 2008 meeting of GBPO’s board of directors, Bear Stearns delivered its oral opinion, which was subsequently confirmed in writing, that, as of January 23, 2008, and based upon and subject to the assumptions, qualifications and limitations set forth in the written opinion, (i) the purchase price was fair, from a financial point of view, to GBPO and (ii) the fair market value of Stream is at least equal to 80% of the net assets of GBPO.

The full text of Bear Stearns’ written opinion is attached as Annex E to this proxy statement and you should read the opinion carefully and in its entirety. The opinion sets forth the assumptions made, some of the matters considered and qualifications to and limitations of the review undertaken by Bear Stearns. The Bear Stearns opinion, which was authorized for issuance by the Fairness Opinion and Valuation Committee of Bear Stearns, is subject to the assumptions and conditions contained in the opinion and is necessarily based on economic, market and other conditions and the information made available to Bear Stearns as of the date of the Bear Stearns opinion. Bear Stearns has no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of the rendering of the opinion.

In reading the discussion of the opinion set forth below, you should be aware that Bear Stearns’ opinion:

 

   

was provided to GBPO’s board of directors for its benefit and use in connection with its consideration of the transaction;

 

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did not constitute a recommendation to the board of directors of GBPO;

 

   

does not constitute a recommendation to any stockholder of GBPO as to how to vote in connection with the transaction (including whether or not any holders of GBPO common stock should vote against the transaction and exercise their right to convert their GBPO common stock into a pro rata portion of the trust account pursuant to GBPO’s certificate of incorporation) or otherwise;

 

   

did not address (i) GBPO’s underlying business or financial decision to pursue the transaction, (ii) the relative merits of the transaction as compared to any alternative business or financial strategies that might exist for GBPO (including, without limitation, seeking to consummate any other potential acquisition transaction), (iii) the relative merits of the transaction as compared to the right that holders of GBPO common stock who vote against the transaction have to convert their GBPO common stock into a pro rata portion of the trust account pursuant to GBPO’s certificate of incorporation, (iv) the relative merits of the transaction as compared to a liquidation of GBPO pursuant to GBPO’s certificate of incorporation, (v) the fairness, from a financial point of view, of the purchase price to the holders of GBPO units, GBPO common stock or GBPO warrants, (vi) any financial, capital markets-related or other effects, direct or indirect, of the transaction (in light of GBPO’s corporate structure and organic corporate documents, including without limitation, GBPO’s certificate of incorporation) on GBPO’s public stockholders relative to the founding stockholders, (vii) the financing of the transaction by GBPO or the use of any cash on hand by GBPO to fund any potential payments to holders of GBPO common stock who exercise their conversion rights as described above or (viii) the effects of any other transaction in which GBPO might engage;

 

   

did not constitute a solvency opinion or a fair value opinion, and Bear Stearns did not evaluate the solvency or fair value of GBPO under any federal or state laws relating to bankruptcy, insolvency or similar matters; and

 

   

did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of GBPO’s or Stream’s officers, directors or employees, or any class of such persons, in connection with, or following the consummation of, the transaction.

Except as discussed below under the heading “Summary of 80% Test,” GBPO did not provide specific instructions to, or place any limitations on, Bear Stearns with respect to the procedures to be followed or factors to be considered by it in performing its analyses or providing its opinion.

In connection with rendering its opinion, Bear Stearns:

 

   

reviewed a draft of the merger agreement in substantially final form;

 

   

reviewed GBPO’s Registration Statement on Form S-1 (File No. 333-14447), relating to its IPO, its Quarterly Report on Form 10-Q for the period ended September 30, 2007, its preliminary results for the quarter and year ended December 31, 2007 and its Current Reports on Form 8-K filed since the effective date of its IPO on October 23, 2007;

 

   

reviewed Stream’s audited financial statements for the years ended December 31, 2005 and 2006 and certain unaudited operating and financial information for the year ended December 31, 2007;

 

   

reviewed certain operating and financial information relating to Stream’s business and prospects, including projections for the five years ended December 31, 2012, all as prepared and provided to Bear Stearns by Stream’s management and reviewed by GBPO’s management;

 

   

reviewed certain estimates of revenue enhancements, cost savings and other benefits expected to result from the transaction, all as prepared and provided to us by GBPO’s management;

 

   

met with certain members of GBPO’s and Stream’s senior management to discuss Stream’s business, operations, historical and estimated financial results and future prospects;

 

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reviewed certain publicly available financial data, stock market performance data and trading multiples of companies which Bear Stearns deemed generally comparable to Stream;

 

   

reviewed the terms of certain relevant mergers and acquisitions involving companies that Bear Stearns deemed generally comparable to Stream;

 

   

performed discounted cash flow analyses based on the projections for Stream and the operational improvements estimates furnished to Bear Stearns by GBPO; and

 

   

conducted those other studies, analyses, inquiries and investigations as Bear Stearns deemed appropriate.

In connection with rendering its opinion, Bear Stearns further noted that:

 

   

Bear Stearns relied upon and assumed, without independent verification, the accuracy and completeness of the financial and other information provided to it by GBPO and Stream or obtained by Bear Stearns from public sources, including, without limitation, the projections and operational improvements estimates referred to above.

 

   

With respect to the projections and the operational improvements estimates, Bear Stearns relied on representations that they had been reasonably prepared on bases reflecting the best then-currently available estimates and judgments of the senior management of GBPO and Stream, as the case may be, as to the expected future performance of Stream.

 

   

Bear Stearns did not assume any responsibility for the independent verification of any information referred to above, including, without limitation, the projections and the operational improvements estimates, Bear Stearns expressed no view or opinion as to the projections and the operational improvements estimates and the assumptions upon which they were based and Bear Stearns further relied upon the assurances of the senior management of GBPO and Stream, as the case may be, that they were unaware of any facts that would have made the information, projections and the operational improvements estimates incomplete or misleading.

 

   

In arriving at its opinion, Bear Stearns did not perform or obtain any independent appraisal of the assets or liabilities (contingent or otherwise) of GBPO or Stream, nor was Bear Stearns furnished with any such appraisals.

 

   

Bear Stearns assumed that the transactions contemplated by the merger agreement will be consummated in a timely manner and in accordance with the terms of the merger agreement without any limitations, restrictions, conditions, amendments or modifications, regulatory or otherwise, that collectively would have a material effect on GBPO or Stream.

 

   

Bear Stearns is not a legal, regulatory, tax or accounting expert and has relied on the assessments made by GBPO, Stream and their respective advisors with respect to these issues.

 

   

Bear Stearns did not express any opinion as to the price or range of prices at which the GBPO units, GBPO common stock or GBPO warrants may trade subsequent to the announcement or consummation of the transaction.

By way of background regarding GBPO, Bear Stearns noted that:

 

   

GBPO is a blank check company that consummated its IPO on October 23, 2007.

 

   

In the IPO, GBPO sold 31,250,000 GBPO units to the public at an offering price of $8.00 per GBPO unit.

 

   

Prior to the closing of the IPO, GBPO consummated a private placement of 7,500,000 GBPO warrants (approximately 19.4% of the total GBPO warrants outstanding after giving effect to the IPO) to certain founding stockholders of GBPO at an offering price of $1.00 per GBPO warrant.

 

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The founding stockholders of GBPO also own 7,812,500 shares of GBPO common stock (approximately 20% of the total shares of GBPO Common Stock outstanding after giving effect to the IPO), which they acquired for nominal consideration.

 

   

In accordance with GBPO’s certificate of incorporation, an amount equal to $246,300,000 (which equaled the sum of the proceeds of the IPO, the deferred discount of $7,500,000 payable to the underwriters of the IPO and the $7,500,000 of proceeds from the private placement of GBPO warrants) has been deposited into a trust account.

 

   

The net funds held in the trust account will not be released until the earlier of (i) the completion of a business combination (with a target acquisition (or acquisitions)) having a fair market value of at least 80% of the net assets held in the trust account at the time of such acquisition (or acquisitions) or (ii) the liquidation of GBPO.

 

   

GBPO can consummate a business combination only if (i) a majority of the outstanding shares of GBPO common stock held by its public stockholders are voted in favor of the business combination and (ii) public stockholders owning less than 30% of the shares of GBPO common stock held by GBPO’s public stockholders both vote against the business combination and exercise their conversion rights.

 

   

If a business combination is consummated, GBPO’s public stockholders who vote against the business combination are entitled to convert their GBPO common stock into their pro rata share of the net funds in the trust account and will continue to have the right to exercise any GBPO warrants they may continue to hold.

 

   

If GBPO is unable to consummate a business combination by October 17, 2009, its corporate existence will cease except for the purposes of winding up its affairs and liquidating pursuant to Section 278 of the Delaware General Corporation Law. In such an event, the net funds from the trust account will be distributed to the public stockholders of GBPO, but the founding stockholders of GBPO will not participate in any liquidation distribution, and the underwriters of the IPO will not be entitled to the $7,500,000 of the underwriters’ deferred discount deposited in the trust account.

Summary of Analyses for Fairness Opinion

The following is a summary of the principal financial and valuation analyses performed by Bear Stearns and presented to GBPO’s board of directors in connection with rendering its opinion. Bear Stearns noted that due to the significant projected improvement in Stream’s stand-alone revenue and operating margins over the forecast period, it placed relatively less reliance upon the analysis of the comparable companies on a stand-alone basis and the analysis of the precedent merger and acquisition transactions and relatively more reliance on the discounted cash flow analysis (both with and without the cost savings and the revenue enhancements) and the comparable company analysis including the discounted cash flow range of the cost savings and the revenue enhancements.

Some of the financial and valuation analyses summarized below include summary data and information presented in tabular format. In order to understand fully the financial and valuation analyses, the summary data and tables must be read together with the full text of the summary. Considering the summary data and tables alone could create a misleading or incomplete view of Bear Stearns’ financial and valuation analyses.

Discounted Cash Flow Analyses. Bear Stearns performed discounted cash flow analyses on each of the following (i) the five-year projections provided by Stream’s management and reviewed by GBPO’s management, (ii) the five-year estimates of revenue enhancements provided by GBPO’s management and (iii) the five-year estimates of cost savings provided by GBPO’s management. For each of the above, Bear Stearns calculated the estimated present value of the associated unlevered after-tax free cash flows and an estimate of the terminal value at the end of the projection horizon.

 

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In performing its discounted cash flow analyses:

 

   

Bear Stearns estimated Stream’s weighted average cost of capital to be within a range of 13.0-15.0% based on, among other factors, (i) a review of the Bloomberg five-year and two-year historical adjusted unlevered betas of companies that it deemed generally comparable to Stream and the then-current Barra predicted unlevered betas of companies that it deemed generally comparable to Stream, (ii) Bear Stearns’ estimate of the US equity risk premium, (iii) Stream’s assumed target capital structure on a prospective basis and (iv) Bear Stearns’ investment banking and capital markets judgment and experience in valuing companies similar to Stream.

 

   

In calculating terminal value for purposes of its discounted cash flow analyses, Bear Stearns used a reference range of terminal enterprise value/forward earnings before interest, taxes, depreciation and amortization (or EBITDA) multiples of 4.5 to 6.0x. The terminal values implied by these terminal multiple reference ranges were cross-checked for reasonableness by reference to implied perpetual growth rates in the terminal year free cash flow. Specifically, Bear Stearns calculated the implied perpetual growth rates of each of its discounted cash flow analyses. The range of implied perpetual growth rates for the various discounted cash flow analyses were (i) 5.2% to 8.9% for the five-year projections provided by Stream’s management and reviewed by GBPO’s management; (ii) 3.2% to 7.4% for the five-year estimates of revenue enhancements provided by GBPO’s management and (iii) 1.1% to 5.6% for the five-year estimates of cost savings provided by GBPO’s management. Bear Stearns compared such implied perpetual growth rates to growth rates in the CRM industry in general based upon its professional judgment and knowledge of the CRM industry. Bear Stearns noted that it did not compare such growth rates to historical growth rates of Stream’s free cash flow, since Stream’s free cash flow was negative for the years ended December 31, 2006 and December 31, 2007, respectively.

 

   

Bear Stearns’ discounted cash flow analyses resulted in an overall enterprise value range of: (i) $241 million to $346 million for Stream on a stand-alone basis, (ii) $278 million to $397 million for Stream on a stand-alone basis including the cost savings (net of restructuring costs) provided by GBPO’s management and (iii) $397 million to $569 million for Stream on a stand-alone basis, including both the cost savings (net of restructuring costs) and revenue enhancements provided by GBPO’s management.

Comparable Company Analysis. Bear Stearns compared and analyzed Stream’s historical and projected financial performance against other publicly traded companies in the CRM industry. Due to the significant projected improvement in Stream’s stand-alone revenue and operating margins over the forecast period, Bear Stearns noted that it placed relatively less reliance upon the analysis of the comparable companies on a stand-alone basis and relatively more reliance on the comparable company analysis including the discounted cash flow range of the cost savings and the revenue enhancements.

The following publicly traded CRM industry comparable companies were used in the analysis of Stream and were selected on the basis of their business profile, service offerings and size and scale of operations:

 

   

Convergys Corporation

 

   

eTelecare Global Solutions, Inc.

 

   

ICT Group, Inc.

 

   

PeopleSupport, Inc.

 

   

StarTek, Inc.

 

   

Sykes Enterprises, Inc.

 

   

Teleperformance S.A.

 

   

TeleTech Holdings, Inc.

 

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Bear Stearns calculated the following trading multiples for the above comparable companies based on Wall Street consensus estimates and the most recent publicly available filings:

Selected CRM Industry

Peer Group Trading Multiples

 

     Enterprise Value/     Stock Price as of
January 17, 2008/
 
     EBITDA     Earnings Per Share  
     2008
Estimated
    2009
Estimated
    2008
Estimated
    2009
Estimated
 

Peer: Mean

   5.4 x   5.1 x   14.1 x   11.2 x

          Harmonic Mean

   4.9     4.9     13.4     10.7  

          Median

   5.3     4.8     12.8     10.1  

          High

   8.8     7.6     22.1     15.2  

          Low

   3.0     3.7     11.1     8.7  

In performing its comparable company analysis:

 

   

Bear Stearns selected a reference range of trading multiples as follows: (i) trading enterprise value/forward EBITDA multiple range of 4.5x-6.0x based on estimates for 2008 (or 2008E); (ii) trading enterprise value/forward EBITDA multiple range of 4.0x-5.5x based on estimates for 2009 (or 2009E); (iii) trading price/forward earnings multiple range of 11.0x-14.0x based on 2008E; and (iv) trading price/forward earnings multiple range of 9.5x-11.5x based on 2009E.

 

   

Bear Stearns’ analysis of the comparable companies based on the 2008E EBITDA trading multiples resulted in an enterprise value range of $143 million to $190 million for Stream on a stand-alone basis. Bear Stearns added the discounted cash flow range of the cost savings (net of restructuring costs) to this stand-alone range to derive an enterprise value range of $180 million to $241 million and further added the discounted cash flow range of the revenue enhancements to derive an enterprise value range of $299 million to $413 million.

 

   

Bear Stearns’ analysis of the comparable companies based on the 2009E EBITDA trading multiples resulted in an enterprise value range of $178 million to $244 million for Stream on a stand-alone basis. Bear Stearns added the discounted cash flow range of the cost savings (net of restructuring costs) to this stand-alone range to derive a range of $215 million to $295 million and further added the discounted cash flow range of the revenue enhancements to derive a range of $334 million to $467 million.

 

   

Bear Stearns’ analysis of the comparable companies based on the 2008E price-to earnings (or P/E) trading multiples resulted in an enterprise value range of $134 million to $151 million for Stream on a stand-alone basis. Bear Stearns added the discounted cash flow range of the cost savings (net of restructuring costs) to this stand-alone range to derive an enterprise value range of $171 million to $202 million and further added the discounted cash flow range of the revenue enhancements to derive an enterprise value range of $290 million to $374 million.

 

   

Bear Stearns’ analysis of the comparable companies based on the 2009E P/E trading multiples resulted in an enterprise value range of $186 million to $210 million for Stream on a stand-alone basis. Bear Stearns added the discounted cash flow range of the cost savings (net of restructuring costs) to this stand-alone range to derive an enterprise value range of $223 million to $261 million and further added the discounted cash flow range of the revenue enhancements to derive an enterprise value range of $342 million to $432 million.

Precedent Merger and Acquisition Transactions Analysis. Bear Stearns reviewed and analyzed certain relevant precedent merger and acquisition transactions during the past several years involving the CRM industry.

 

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Specifically, Bear Stearns reviewed announced transactions in the CRM space which it deemed generally comparable to Stream since 2000 with an enterprise value of at least $100 million and for which information was publicly available. In determining comparability, Bear Stearns reviewed the business profile, service offerings, size and scale of operations and various financial, operating and other characteristics of the companies involved in the transactions. Due to the significant projected improvement in Stream’s stand-alone revenue and operating margins over the forecast period, Bear Stearns noted that it placed relatively less reliance upon the analysis of the precedent merger and acquisition transactions and relatively more reliance on the discounted cash flow analysis (both with and without the cost savings and the revenue enhancements) and the comparable company analysis including the discounted cash flow range of the cost savings and the revenue enhancements.

The following precedent merger and acquisition transactions were considered by Bear Stearns:

 

   

Diamond Castle Holdings’ acquisition of PRC, LLC—closed November 29, 2006

 

   

ClientLogic Corporation’s acquisition of Sitel Corporation—closed January 30, 2007

 

   

TransWorks Information Services Ltd.’s acquisition of Minacs Worldwide, Inc.—closed August 18, 2006

 

   

TH Lee and Quadrangle’s acquisition of West Corporation—closed October 24, 2006

 

   

Management and One Equity Partners’ acquisition of NCO Group, Inc.—closed November 15, 2006

 

   

NCO Group’s acquisition of RMH Teleservices, Inc.—closed April 2, 2004

 

   

TeleTech Holdings Corporation’s acquisition of Contact Center Holding S.A.—closed August 31, 2000

A summary of Bear Stearns’ analysis of the precedent merger and acquisition transactions is presented in the tables below:

Selected CRM

Precedent M&A Transaction Multiples

 

     Transaction Enterprise Value /  
     Last 12 Months
EBITDA
    Next 12 Months
EBITDA
 

Precedent M&A Deals:

    

Mean

   7.8 x   6.3 x

Harmonic Mean

   7.6     5.8  

Median

   7.7     7.0  

High

   9.6     7.8  

Low

   6.3     3.6  

In performing its precedent merger and acquisition transactions analysis:

 

   

Bear Stearns selected a reference range of transaction multiples as follows: (i) transaction enterprise value/last 12 months EBITDA multiple range of 6.5x-8.5x; and (ii) transaction enterprise value/next 12 months EBITDA multiple range of 6.0x-7.5x.

 

   

Bear Stearns’ analysis of the selected relevant precedent merger and acquisition transactions resulted in an enterprise value range for Stream of $144 million to $188 million based on last 12 months EBITDA multiples and an enterprise value range for Stream of $190 million to $238 million based on next 12 months EBITDA multiples.

Summary of 80% Test

Pursuant to GBPO’s certificate of incorporation, GBPO’s initial target acquisition must have a fair market value of at least 80% of GBPO’s net assets held in the trust account (net of taxes and amounts permitted to be

 

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disbursed for working capital purposes and excluding the amount held in the trust account representing the underwriters’ deferred discount).

In connection with the performance of the 80% test, Bear Stearns noted that it had been advised by GBPO that pursuant to GBPO’s certificate of incorporation:

 

   

Bear Stearns should consider, in the determination of the fair market value of Stream, a variety of valuation methodologies, including, but not limited to, comparable companies analysis, precedent M&A transaction analysis and discounted cash flow analyses;

 

   

Bear Stearns should utilize an enterprise value calculation for Stream when determining its fair market value; and

 

   

the net assets of GBPO less the underwriters’ deferred discount were equal to $238,800,000, and 80% of net assets, as determined in accordance with GBPO’s certificate of incorporation, were equal to $191,040,000.

Based on these instructions from GBPO and the range of values indicated above, Bear Stearns noted that the fair market value of Stream is at least equal to 80% of the net assets of GBPO held in trust.

Bear Stearns based its conclusion on the various ranges of enterprise value calculated for Stream that take into consideration the five-year projections on a stand-alone basis and the estimates for the operational improvements including GBPO’s planned revenue enhancements and the planned cost savings. Bear Stearns believed it was appropriate to take into account such planned revenue enhancements and planned cost savings because GBPO management informed Bear Stearns that such amounts would be an integral part of the operational plan for GBPO after the merger. In performing its analyses, Bear Stearns relied upon GBPO’s five-year projections and operational improvement estimates. While Bear Stearns recognized the inherent uncertainties associated with such types of information, it did not make any adjustments to such information as a result thereof.

Other Considerations

The preparation of a fairness opinion is a complex process and involves various judgments and determinations as to the most appropriate and relevant assumptions and financial and valuation analyses and the application of those methods to the particular circumstances involved. A fairness opinion is therefore not readily susceptible to partial analysis or summary description, and taking portions of the analyses set out above, without considering the analysis as a whole, would in the view of Bear Stearns create an incomplete and misleading picture of the processes underlying the analyses considered in rendering the Bear Stearns opinion. In arriving at its opinion, Bear Stearns:

 

   

based its analyses on assumptions that it deemed reasonable, including assumptions concerning general business and economic conditions, capital markets considerations and industry-specific and company-specific factors;

 

   

did not form a view or opinion as to whether any individual analysis or factor, whether positive or negative, considered in isolation, supported or failed to support the Bear Stearns opinion;

 

   

other than as set forth above, considered the results of all its analyses and did not attribute any particular weight to any one analysis or factor; and

 

   

arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole and believes that the totality of the factors considered and analyses performed by Bear Stearns in connection with its opinion operated collectively to support its determination as to the fairness, from a financial point of view, of the purchase price to be paid by GBPO pursuant to the transaction.

Bear Stearns also noted that:

 

   

The analyses performed by Bear Stearns, particularly those based on estimates and projections, are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by these analyses.

 

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None of the public companies used in the comparable company analysis described above are identical to Stream, and none of the precedent merger and acquisition transactions used in the precedent transactions analysis described above are identical to the transaction.

 

   

Accordingly, the analyses of publicly traded comparable companies and precedent merger and acquisition transactions is not mathematical; rather, such analyses involve complex considerations and judgments concerning the differences in financial, operating and capital markets-related characteristics and other factors regarding the companies and precedent merger and acquisition transactions to which Stream and the transaction were compared.

 

   

The analyses performed by Bear Stearns do not purport to be appraisals or to reflect the prices at which any securities may trade at the present time or at any time in the future.

The type and amount of consideration payable in the transaction were determined through negotiations between GBPO and Stream and were approved by the GBPO board of directors. The decision to enter into the merger agreement was solely that of GBPO’s board of directors. The Bear Stearns opinion was just one of the many factors taken into consideration by GBPO’s board of directors. Consequently, Bear Stearns’ analyses should not be viewed as determinative of the decision of GBPO’s board of directors with respect to the fairness, from a financial point of view, of the purchase price to be paid by GBPO pursuant to the transaction.

Pursuant to the terms of Bear Stearns’ engagement letter, GBPO has agreed to pay Bear Stearns a customary transaction fee, a substantial portion of which is payable upon consummation of the transaction contemplated by the merger agreement. A portion of Bear Stearns’ compensation was paid upon delivery of its opinion and will be credited against the fee payable upon consummation of the transaction. In addition, GBPO has agreed to reimburse Bear Stearns for certain expenses and to indemnify Bear Stearns against certain liabilities arising out of Bear Stearns’ engagement.

Bear Stearns may seek to provide GBPO and H.I.G. and their respective affiliates with certain investment banking and other services unrelated to the transaction in the future.

Consistent with applicable legal and regulatory requirements, Bear Stearns has adopted certain policies and procedures to establish and maintain the independence of Bear Stearns’ research departments and personnel. As a result, Bear Stearns’ research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to GBPO, the transaction and other participants in the transaction that differ from the views of Bear Stearns’ investment banking personnel.

In the ordinary course of business, Bear Stearns and its affiliates may actively trade (for their own account and for the accounts of their customers) certain equity and debt securities, bank debt and/or other financial instruments issued by GBPO, Stream and/or H.I.G. and their respective affiliates, as well as derivatives thereof, and, accordingly, may at any time hold long or short positions in these securities, bank debt, financial instruments and derivatives.

Appraisal Rights

GBPO stockholders do not have appraisal rights in connection with the merger under the DGCL.

U.S. Federal Income Tax Consequences of the Merger

The following is a general discussion of the material United States federal income tax consequences of the merger and exercise of conversion rights to the stockholders of GBPO. This discussion assumes that stockholders hold our shares as capital assets within the meaning of the Internal Revenue Code of 1986, as amended, or the Code. This discussion does not address all aspects of United States federal taxation that may be relevant to a particular stockholder in light of the stockholder’s individual investment or tax circumstances. In addition, this

 

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discussion does not address (a) state, local or non-U.S. tax consequences, (b) the special tax rules that may apply to certain stockholders, including without limitation, banks, insurance companies, financial institutions, broker-dealers, taxpayers who have elected mark-to-market accounting, taxpayers that are subject to the alternative minimum tax, tax-exempt entities, regulated investment companies, real estate investment trusts, taxpayers whose functional currency is not the U.S. dollar, or United States expatriates or former long-term residents of the United States, or (c) the special tax rules that may apply to a stockholder that acquires, holds, or disposes of our securities as part of a straddle, hedge, constructive sale, or conversion transaction or other integrated investment. Additionally, the discussion does not consider the tax treatment of partnerships (or other entities treated as partnerships for U.S. federal income tax purposes) or other pass-through entities or persons who hold our units, common stock or warrants through such entities.

This discussion is based on current provisions of the Code, final, temporary and proposed United States Treasury Regulations, judicial opinions, and published positions of the Internal Revenue Service, or IRS, all as in effect on the date hereof and all of which are subject to differing interpretations or change, possibly with retroactive effect. We have not sought, and will not seek, any ruling from the IRS or any opinion of counsel with respect to the tax consequences discussed herein, and there can be no assurance that the IRS will not take a position contrary to the tax consequences discussed below or that any position taken by the IRS would not be sustained.

As used in this discussion, the term “U.S. person” means a person that is, for United States federal income tax purposes (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in the United States or under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source, or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) it has in effect a valid election to be treated as a U.S. person. As used in this prospectus, the term “U.S. holder” means a beneficial owner of our shares that is a U.S. person and the term “non-U.S. holder” means a beneficial owner of our shares (other than a partnership or other entity treated as a partnership or as a disregarded entity for U.S. federal income tax purposes) that is not a U.S. person.

The tax treatment of a partnership and each partner thereof will generally depend upon the status and activities of the partnership and such partner. A holder that is treated as a partnership for U.S. federal income tax purposes should consult its own tax advisor regarding the U.S. federal income tax considerations applicable to it and its partners of the merger and the exercise of conversion rights.

This discussion is only a summary of the material United States federal income tax consequences of the merger and exercise of conversion rights. Stockholders are urged to consult their own tax advisors with respect to the particular tax consequences to them of the merger and exercise of conversion rights, including the effect of any federal tax laws other than income tax laws, any state, local, or non-U.S. tax laws and any applicable tax treaty.

Tax Consequences of the Merger

GBPO stockholders who do not exercise their conversion rights will continue to hold their GBPO shares and, as a result, will not recognize any gain or loss for U.S. federal income tax purposes as result of the merger.

Conversion of Common Stock

In the event that a holder converts common stock into a right to receive cash pursuant to the exercise of a conversion right, the transaction will be treated for U.S. federal income tax purposes as a redemption of the common stock. The redemption will be treated either as a sale of common stock or as a distribution with respect to common stock, as more fully described below under “—Criteria for determining sale or distribution treatment.”

 

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Sale. If the conversion qualifies as a sale of common stock by a holder under Section 302 of the Code, a U.S. holder will recognize capital gain or loss in an amount equal to the difference between the amount of cash received and the holder’s adjusted tax basis in the common stock. A holder’s adjusted tax basis in the common stock generally will equal the holder’s acquisition cost, and if the holder purchased GBPO’s units, the cost of such units would be allocated between the common stock and the warrants that comprised such units based on their relative fair market values at the time of purchase. Any such capital gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period for the common stock exceeds one year. There is substantial uncertainty, however, whether the conversion rights with respect to the common stock may suspend the running of the applicable holding period for this purpose. Long-term capital gain realized by a non-corporate U.S. holder generally will be subject to a maximum tax rate of 15 percent. The deduction of capital losses is subject to limitations, as is the deduction for losses realized upon a taxable disposition by a U.S. holder of our common stock if, within a period beginning 30 days before the date of such disposition and ending 30 days after such date, such U.S. holder has acquired (by purchase or by an exchange on which the entire amount of gain or loss was recognized), or has entered into a contract or option so to acquire, substantially identical stock or securities.

Any gain realized by a non-U.S. holder upon the sale of our common stock generally will not be subject to United States federal income tax unless: (i) the gain is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment or fixed base of the non-U.S. holder), (ii) the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met, or (iii) we are or have been a “United States real property holding corporation” for United States federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the non-U.S. holder held the common stock, and, in the case where the shares of our common stock are regularly traded on an established securities market, the non-U.S. holder owns, or is treated as owning, more than five percent of our common stock.

Net gain realized by a non-U.S. holder described in clause (i) of the preceding sentence will be subject to tax at generally applicable United States federal income tax rates. Any gains of a foreign corporation non-U.S. holder described in clause (i) of the preceding sentence may also be subject to an additional “branch profits tax” at a 30% rate, or such lower rate as may be specified by an applicable income tax treaty. Gain realized by an individual non-U.S. holder described in clause (ii) of such sentence will be subject to a flat 30 percent tax, which may be offset by United States source capital losses, even though the individual is not considered a resident of the United States. We currently are not a “United States real property holding corporation.”

Distribution. If the conversion does not qualify as a sale of common stock under Section 302, a holder will be treated as receiving a corporate distribution. A distribution generally will constitute a dividend for United States federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under United States federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the holder’s adjusted tax basis in our common stock. Any remaining excess will be treated as gain realized on the sale of the common stock and will be treated as described above under “—Sale.”

A dividend to a U.S. holder that is a taxable corporation generally will qualify for the dividends-received deduction if the requisite holding period is satisfied. With certain exceptions (including but not limited to dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, qualified dividends received by a non-corporate U.S. holder generally will be subject to tax at the maximum tax rate accorded to capital gains. There is substantial uncertainty, however, whether the conversion rights with respect to the common stock may suspend the running of the applicable holding period for purposes of the dividends-received deduction or the capital gains tax rate, as the case may be.

Dividends paid to a non-U.S. holder that are not effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States generally will be subject to withholding of United States federal income

 

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tax at the rate of 30% or such lower rate as may be specified by an applicable income tax treaty. A non-U.S. holder who wishes to claim the benefit of an applicable income tax treaty withholding rate and avoid backup withholding, as discussed below, for dividends will be required to (a) complete IRS Form W-8BEN (or other applicable form) and certify under penalties of perjury that such holder is not a United States person as defined under the Code and is eligible for the benefits of the applicable income tax treaty or (b) if our common stock is held through certain foreign intermediaries, satisfy the relevant certification requirements of applicable Treasury Regulations. These forms must be periodically updated. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under an applicable income tax treaty and the manner of claiming the benefits of such treaty (including, without limitation, the need to obtain a United States taxpayer identification number).

Dividends that are effectively connected with a non-U.S. holder’s conduct of a trade or business in the United States and, if provided in an applicable income tax treaty, that are attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the United States, are subject to United States federal income tax on a net income basis at generally applicable United States federal income tax rates and are not subject to the United States withholding tax, provided that the non-U.S. holder establishes an exemption from such withholding by complying with certain certification and disclosure requirements. Any effectively connected dividends or dividends attributable to a permanent establishment received by a non-U.S. holder that is treated as a foreign corporation for United States federal income tax purposes may be subject to an additional “branch profits tax” at a 30% rate, or such lower rate as may be specified by an applicable income tax treaty.

A non-U.S. holder eligible for a reduced rate of United States withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

Criteria for determining sale or distribution treatment. Whether the conversion qualifies for sale or distribution treatment will depend largely on the total number of shares of our common stock treated as held by the holder (including any common stock constructively owned by the holder as a result of, among other things, owning warrants). The conversion of common stock generally will be treated as a sale of the common stock (rather than as a corporate distribution) if the receipt of cash upon the conversion (1) is “substantially disproportionate” with respect to the holder, (2) results in a “complete termination” of the holder’s interest in us or (3) is “not essentially equivalent to a dividend” with respect to the holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a holder takes into account not only stock actually owned by the holder, but also shares of our stock that are constructively owned by it. A holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the holder has an interest or that have an interest in such holder, as well as any stock the holder has a right to acquire by exercise of an option, which would generally include common stock which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage of our outstanding stock actually and constructively owned by the holder immediately following the conversion of common stock must, among other requirements, be less than 80 percent of the percentage of our outstanding stock actually and constructively owned by the holder immediately before the conversion. There will be a complete termination of a holder’s interest if either (1) all of the shares of our stock actually and constructively owned by the holder are converted or (2) all of the shares of our stock actually owned by the holder are converted and the holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the holder does not constructively own any other stock. The conversion of the common stock will be “not essentially equivalent to a dividend” if a holder’s conversion results in a “meaningful reduction” of the holder’s proportionate interest in us. Whether the conversion will result in a meaningful reduction in a holder’s proportionate interest will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a

 

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small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A holder should consult with its own tax advisors in order to determine the appropriate tax treatment to it of exercising a conversion right.

If none of the foregoing tests is satisfied, then the conversion will be treated as a corporate distribution and the tax effects will be as described above under “—Distribution.” After the application of those rules, any remaining tax basis of the holder in the converted common stock will be added to the holder’s adjusted tax basis in his remaining stock, or, if it has none, to the holder’s adjusted tax basis in its warrants or possibly to the adjusted basis of stock held by related persons whose stock is constructively owned by the holder.

Information Reporting and Backup Withholding

Under United States Treasury Regulations, we must report annually to the IRS and to each holder the amount of dividends paid to such holder on our common stock and the tax withheld with respect to those dividends, regardless of whether withholding was required. In the case of a non-U.S. holder, copies of the information returns reporting those dividends and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder is a resident under the provisions of an applicable income tax treaty or agreement.

The gross amount of dividends paid to a holder that fails to provide the appropriate certification in accordance with applicable United States Treasury Regulations generally will be reduced by backup withholding at the applicable rate (currently 28%).

A non-U.S. holder is required to certify its foreign status under penalties of perjury or otherwise establish an exemption in order to avoid information reporting and backup withholding on disposition proceeds where the transaction is effected by or through a United States office of a broker. United States information reporting and backup withholding generally will not apply to a payment of proceeds of a disposition of common stock where the transaction is effected outside the United States through a foreign office of a foreign broker. However, information reporting requirements, but not backup withholding, generally will apply to such a payment if the broker is (i) a U.S. person, (ii) a foreign person that derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States, (iii) a controlled foreign corporation as defined in the Code or (iv) a foreign partnership with certain United States connections, unless the broker has documentary evidence in its records that the holder is a non-U.S. holder and certain conditions are met or the holder otherwise establishes an exemption.

Backup withholding is not an additional tax. Amounts that we withhold under the backup withholding rules may be refunded or credited against the holder’s United States federal income tax liability, if any, provided that certain required information is furnished to the IRS in a timely manner. Holders should consult their own tax advisors regarding application of backup withholding in their particular circumstances and the availability of and procedure for obtaining an exemption from backup withholding under current United States Treasury Regulations.

Anticipated Accounting Treatment

The merger will be accounted for under the purchase method of accounting as an acquisition in accordance with U.S. generally accepted accounting principles. This determination was primarily based on GBPO issuing cash for the equity of Stream, assumption, replacement or repayment of certain amounts of indebtedness, the GBPO board of directors maintaining a majority after the merger and GBPO’s chairman, chief executive officer, president and interim chief financial officer becoming the chairman and chief executive officer of the combined company. The net assets of Stream will be stated at fair value and any excess purchase price will be allocated first to identifiable intangible assets and will be amortized over their respective useful lives. The remainder will be treated as goodwill on GBPO’s balance sheet. A periodic assessment of the value of the goodwill will be conducted by GBPO and any permanent impairment in value will be taken as a charge to future earnings. GBPO

 

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has not yet completed the allocation of purchase price for accounting purposes. Accordingly, any excess of fair market value of net assets has been allocated to goodwill until such determination has been made.

Regulatory Matters

The completion of the merger and the other transactions contemplated by the merger agreement is subject to review under the HSR Act and potentially other regulatory requirements.

Consequences If The Merger Proposal Is Not Approved

If the merger proposal is not approved by the stockholders, GBPO will not acquire Stream and GBPO will continue to seek other potential business combinations. GBPO’s board of directors may abandon each of the authorized share proposal, the post-closing charter amendment proposal, the incentive plan proposal, notwithstanding stockholder approval of such proposals, without further action by GBPO’s stockholders, if the merger proposal is not approved. In such an event, there is no assurance that GBPO will have the time, resources or capital available to find a suitable business combination partner before (1) the proceeds in the trust account are liquidated to holders of shares purchased in its IPO and (2) GBPO is dissolved pursuant to the trust agreement and in accordance with GBPO’s certificate of incorporation.

Required Vote

The approval of the merger proposal will require the vote of a majority of the outstanding shares of common stock issued in the IPO. If the holders of an aggregate of 30% or more of the shares issued in the IPO vote against the merger proposal and demand to convert their shares into a pro rata portion of our trust account no later than the close of the vote on the merger proposal at the annual meeting, the remaining proposals, other than the election of director proposal and the adjournment proposal, will not be presented at the annual meeting for adoption.

Recommendation of GBPO’s Board of Directors

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE MERGER PROPOSAL.

 

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THE MERGER AGREEMENT

The following summary of the material provisions of the merger agreement is qualified by reference to the complete text of the merger agreement, a copy of which is attached to this proxy statement as Annex A. All stockholders are encouraged to read the merger agreement in its entirety for a more complete description of the terms and conditions of the acquisition.

General; Structure of Merger

On January 27, 2008, GBPO, Merger Sub and Stream entered into the merger agreement. Pursuant to the merger agreement, the Merger Sub will be merged into Stream, with Stream being the surviving corporation (the “Surviving Company”) and becoming a wholly owned subsidiary of GBPO.

H.I.G. Call Center II, Inc., which holds 99% of the issued and outstanding shares of common stock of Stream, has approved and adopted the merger and the merger agreement.

The merger is expected to be consummated in mid-2008, after the required approval by the stockholders of GBPO and the fulfillment of certain other conditions, as described in this proxy statement.

Closing and Effective Time of the Merger

The closing of the merger will take place on the third business day following the satisfaction of the last of the conditions described below under “The Merger Agreement—Conditions to the Closing of the Merger,” unless GBPO and Stream agree in writing to another time for the closing. The merger of Merger Sub into Stream is expected to be consummated promptly after the annual meeting of GBPO’s stockholders described in this proxy statement.

Merger Consideration

Purchase Price

The purchase price is $225.8 million, subject to certain working capital and other adjustments and subject to increase under certain circumstances if the closing of the merger does not occur by July 31, 2008. The purchase price is comprised of the following:

 

   

the payment to Stream stockholders and optionholders of an amount in cash equal to $211.3 million, plus an amount equal to 75% of certain capital expenditures made by Stream from July 1, 2008 to the closing and less: (i) the amount of outstanding indebtedness (including capital leases) of Stream at the closing (approximately $103.3 million at March 31, 2008), (ii) transaction expenses of Stream and transaction-related bonuses payable to certain Stream executives (estimated to total $7 million), and (iii) transaction fees of approximately $4 million payable to H.I.G.;

 

   

the issuance to Stream stockholders and optionholders of 1,812,500 units of GBPO, each unit consisting of a share of GBPO common stock and a warrant to purchase a share of GBPO common stock at a purchase price of $6.00 per share (representing approximately 4.7% of the total outstanding capital stock, assuming no exercise of any GBPO warrants) plus up to an additional 335,648 units to the extent that the average closing price of a GBPO unit during the 30-day period ending three business days prior to the closing of the merger is less than $8.00; and

 

   

the assumption of the capital leases of Stream at the closing (estimated at $8.4 million at March 31, 2008) and the assumption, replacement or repayment of other outstanding indebtedness of Stream at the closing (estimated at $72.4 million at March 31, 2008).

The purchase price will be adjusted upward or downward if the working capital of Stream at the closing of the merger is more than $55.5 million or less than $52.5 million, respectively.

 

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In addition, the purchase price will increase by: (i) $5.0 million in cash if (A) the closing date of the merger is after July 31, 2008 (subject to extension in specified circumstances), (B) Stream’s EBITDA (as defined in the merger agreement) for the seven months ended July 31, 2008 exceeds $15,045,000, and (C) Stream’s revenue for the seven months ended July 31, 2008 exceeds $268,949,000, (ii) an additional increase of $5.0 million in cash if (A) the closing date of the merger is after August 31, 2008 (subject to extension in specified circumstances), (B) Stream’s EBITDA (as defined in the merger agreement) for the eight months ended August 31, 2008 exceeds $17,499,000, and (C) Stream’s revenue for the eight months ended August 31, 2008 exceeds $309,041,000, and (iii) an additional increase of $10.0 million in cash if (A) the closing date for the merger is after September 30, 2008 (subject to extension in specified circumstances), (B) Stream’s EBITDA (as defined in the merger agreement) for the nine months ended September 30, 2008 exceeds $20,619,000, and (C) Stream’s revenue for the nine months ended September 30, 2008 exceeds $351,116,000.

Working Capital Adjustment

As more fully described below, if Stream’s Closing Date Working Capital (as defined below) is less than $52.5 million, the purchase price shall be reduced by the amount by which such Closing Date Working Capital is less than $54.0 million. In addition, if Stream’s Closing Date Working Capital is greater than $55.5 million, the purchase price shall be increased by the amount by which such Closing Date Working Capital is more than $54.0 million.

“Closing Date Working Capital” means the following from Stream’s closing date balance sheet: (a) the sum of (i) cash and cash equivalents (but only to the extent not swept out of Stream’s bank accounts on the Closing Date and not included in calculating the purchase price), (ii) accounts receivable, net of reserves, (iii) prepaid expenses, and (iv) other current assets, less (b) the sum of Stream’s (i) accounts payable, (ii) liabilities for taxes, net of the transaction tax benefits, and (iii) other accrued expenses (excluding deferred income taxes and the Retained Litigation, as discussed below); provided that Closing Date Working Capital shall not include any Stream transaction fees deducted from the purchase price at closing and shall not include Stream’s closing indebtedness.

The purchase price adjustment relating to Stream’s Closing Date Working Capital shall be calculated on two different occasions—an adjustment at the time of the closing shall be made based on an estimate balance sheet to be provided by Stream at least three business days prior to the closing date and a post-closing adjustment shall be made within 60 days following the closing date based upon an actual balance sheet as of the closing date.

Escrow Arrangements

At the time of the closing, $6,700,000 of the cash consideration (the “Escrow Cash”) and 812,500 GBPO units of the unit consideration (the “Escrow Units”) will be placed into escrow with The Bank of New York Trust Company, N.A., as escrow agent, to secure the indemnity obligations of the Stream stockholders and the holders of vested options under the merger agreement, to fund any payment to be made to GBPO in connection with the post-closing working capital adjustment and to fund any Stream transaction fees not paid at the closing.

Of the cash and GBPO units placed into escrow, after the nine-month anniversary of the closing date, the lesser of (i) 185,500 of the Escrow Units and (ii) the number of GBPO units in the Escrow Fund (as defined below) at such time shall be distributed to the stockholders and holders of vested options of Stream, provided that if GBPO has delivered written notice to the stockholders’ representative and escrow agent prior to such date of claims under the merger agreement, the Escrow Agent shall distribute only that number, if any, of GBPO units that have a value equal to the amount by which (i) the aggregate amount of the claims is less than (ii) the value of the Escrow Fund, but in any event not more than 185,500 GBPO units. The remaining Escrow Units and all of the Escrow Cash, along with interest earned thereon (the “Escrow Fund”), shall be held during the period commencing on the Closing Date and ending on the later of (i) the date that GBPO’s independent auditor issues its opinion on GBPO’s financial statements for the fiscal year ending December 31, 2008; or (ii) the date which

 

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is twelve months following the closing date, but in any event not later than eighteen months from the date of the merger agreement (the “Survival Period”). Following the termination of the escrow agreement pursuant to its terms, any undisbursed portion of the Escrow Fund shall be paid to Stream’s stockholders and holders of vested options pro rata.

Indemnification of GBPO

The merger agreement provides that GBPO will be indemnified and entitled to recover from the Escrow Fund, as described above, for damages sustained by GBPO and its subsidiaries as a result of breaches of representations and warranties and covenants by Stream. Except in the case of fraud, the Escrow Fund will be the sole remedy for GBPO for indemnification claims under the merger agreement. Claims for indemnification may be asserted against the Escrow Fund by GBPO once its damages exceed a $500,000 threshold. Other than the representations and warranties relating to environmental matters and taxes, which shall survive for their respective statutory period, and those relating to organization, authorization and capitalization, which shall survive indefinitely, all of the representations and warranties of the parties contained in the merger agreement shall survive the closing of the merger and continue in full force and effect until the end of the Survival Period. GBPO may also make claims against the Escrow Fund with respect to any earn-out payments Stream is required to make with respect to its acquisition of its subsidiary in India, certain severance payments to Stream employees and any costs or liabilities incurred in connection with certain claims that might be asserted by Stream with respect to working capital and other adjustments arising in connection with H.I.G.’s acquisition of Stream in 2004 (the “Retained Litigation”).

Indemnification of Stream

The merger agreement also provides that GBPO will indemnify the stockholders and holders of vested options of Stream against all damages sustained by them as a result of breaches by GBPO of its representations and warranties and covenants contained in the merger agreement. No escrow will be provided to secure such indemnification obligations, which will be capped at the amount of the Escrow Fund and subject to the same threshold provisions and the same claim period requirements as pertain to GBPO’s right to be indemnified by Stream.

Registration Rights and Lock-Up Agreement

Pursuant to the merger agreement, at the closing, each Stream stockholder and holder of vested options that will receive unit consideration in the merger will enter into a Registration Rights and Lock-up Agreement with GBPO attached to this proxy statement as Annex F. That agreement provides that, on or about the date that is eight months after the date of the closing, GBPO will file a registration statement under the Securities Act to effect the registration of the shares of GBPO common stock underlying the units and warrants issued in the transaction to such persons for public resale by such persons. In addition, the stockholders and holders of vested options of Stream who become parties to the Registration Rights and Lock-up Agreement will have demand and piggyback registration rights.

The Registration Rights and Lock-up Agreement also provides that, except with GBPO’s consent and subject to specified exceptions, which may be withheld for any reason, the stockholders and holders of vested options of Stream that become parties thereto will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, make any short sale of, loan, pledge, grant any rights with respect to, or otherwise dispose of any of the GBPO units or securities underlying such GBPO units received by such persons for a period of nine months following the closing. The certificates representing such shares will be legended to such effect.

 

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Representations and Warranties

The merger agreement contains representations and warranties, for each of Stream and GBPO, relating to:

 

   

proper organization and similar corporate matters;

 

   

the authorization, performance and enforceability of the merger agreement;

 

   

capital structure of each constituent company;

 

   

no breach of material contract, law or order;

 

   

financial information and absence of undisclosed liabilities;

 

   

absence of certain developments;

 

   

title to assets;

 

   

contracts and commitments;

 

   

affiliate transactions;

 

   

proxy statement;

 

   

litigation;

 

   

compliance with laws;

 

   

environmental matters;

 

   

tax matters;

 

   

proprietary rights; and

 

   

brokers.

In addition, the merger agreement contains certain additional representations and warranties of Stream relating to:

 

   

condition of properties and assets;

 

   

taxes;

 

   

holding of real estate leases;

 

   

licenses and permits;

 

   

employee matters, including employee benefit plans;

 

   

insurance;

 

   

accounts receivable;

 

   

absence of inventory; and

 

   

full disclosure.

In addition, the merger agreement contains certain additional representations and warranties of GBPO relating to:

 

   

SEC filings;

 

   

American Stock Exchange quotation;

 

   

listing and maintenance requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act;

 

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funds in the trust account; and

 

   

not being an investment company, within the meaning of the Investment Company Act.

Covenants

GBPO and Stream have each agreed to take such actions as are necessary, proper or advisable to consummate the merger. Stream has also agreed to continue to operate its business in the ordinary course prior to the closing. GBPO and Stream have also agreed not to take the following actions, among others, without the prior written consent of the other party:

 

   

amend or otherwise change its organizational documents;

 

   

except for the issuance of common stock upon the exercise of outstanding options, issue, deliver, sell, pledge, dispose of or encumber, or authorize or commit to the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of any class, or any options;

 

   

declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock except, in the case of Stream, payments that do not result in closing date working capital less than $54 million and, in the case of GBPO, payments to stockholders who exercise their conversion rights;

 

   

acquire any interest in any corporation, partnership or other business organization or division or line of business; provided that GBPO shall not unreasonably withhold its consent to Stream’s acquisition of any single site call center if such call center or acquisition (singly in combination with other acquisitions) would not require additional financial statements pursuant to SEC Regulation S-X;

 

   

transfer, sell, lease, mortgage, or otherwise dispose of or subject to any lien (except permitted liens) any of its assets other than in the ordinary course of business consistent with past practice;

 

   

adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;

 

   

reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its common stock or options or other equity securities;

 

   

assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person (other than, in Stream’s case, any subsidiary of Stream), or make any loans, advances or capital contributions to, or investments in, any other person, other than in the ordinary course of business consistent with past practice;

 

   

take, offer or propose to take, or agree to take in writing or otherwise, any action which would result in any of the conditions to the closing contained in the merger agreement not being satisfied or would materially delay the closing; or

 

   

authorize or enter into any formal or informal agreement or otherwise make any commitment to do any of the foregoing or to take any action which would make any of its representations or warranties contained in the merger agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants thereunder or result in any of the conditions to the closing set forth in the merger agreement not being satisfied.

In addition, Stream may not take any of the following actions without the prior written consent of GBPO:

 

   

materially amend the terms of any material company benefit plan to make the terms of such plan more favorable to its participants or to increase any material benefit under such plan;

 

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except as may be required as a result of a change in law or in generally accepted accounting or actuarial principles or as required by the SEC, make any adverse change to the accounting practices or principles or reserving practices or principles used by it;

 

   

fail to use commercially reasonable efforts to maintain in full force and effect the existing insurance policies covering Stream or its properties, assets and businesses or comparable replacement policies;

 

   

make any material new election or change any material election with respect to taxes or settle or compromise any material federal, state, local or foreign tax liability;

 

   

except to the extent required under the merger agreement or pursuant to applicable law, increase the salary, compensation or fringe benefits of any of its directors, officers or employees, except for increases in salary or wages of officers and employees in the ordinary course of business in accordance with past practice or their existing employment agreements, or grant any severance or termination pay not currently required to be paid under existing severance plans or enter into, or amend, any employment, consulting or severance agreement or arrangement with any present or former director, officer or other employee, or establish, adopt, enter into or amend or terminate any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, welfare, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees, except for any plan amendments to comply with Section 409A of the Code (provided that any such amendments shall not materially increase the cost of such plan to Stream), or hire any new employee at a rate of compensation that would exceed $250,000 in any year;

 

   

grant any license with respect to proprietary rights other than non-exclusive licenses granted in the ordinary course of business;

 

   

take any action or omit to take any action that would reasonably be expected to cause any proprietary rights used or held for use in its business to become invalidated, abandoned or dedicated to the public domain;

 

   

enter into any transaction with, or enter into any agreement, arrangement, or understanding with, any of its affiliates that would result in a liability or obligation to the combined company after the closing of the merger;

 

   

close any facility or office;

 

   

create, incur or assume, any indebtedness (other than under credit facilities as in effect on January 27, 2008 and under capital leases in the ordinary course of business) that would not be terminable at or prior to the closing of the merger;

 

   

reduce the amount of indebtedness available under that certain Third Amended and Restated Credit, Term Loan and Security Agreement, dated as of May, 2006, as amended through the date of the signing of the merger agreement (excluding the effect of the termination of the guaranty of such indebtedness by H.I.G.);

 

   

commence any lawsuit, claim or proceeding (other than certain litigation specified in the merger agreement) with an amount in controversy in excess of $1,000,000;

 

   

increase compensation to any employee earning an annual salary in excess of $175,000 (other than increases in the ordinary course of business that are less than 5% of such employee’s annual salary);

 

   

commit or make capital expenditures that would be due and payable after the closing of the merger that are more than $500,000 per fiscal quarter in excess of Stream’s budgeted amounts for such quarter; or

 

   

make any cash payments to certain of Stream’s employees upon the achievement of certain performance criteria, in the aggregate, in excess of a specified amount.

 

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Conditions to Closing of the Merger

General Conditions

Consummation of the merger and the related transactions is conditioned on the GBPO stockholders approving the merger agreement and the transactions contemplated thereby. The GBPO stockholders will also be asked to (i) approve the change of GBPO’s name, (ii) approve the amendment to GBPO’s certificate of incorporation to make its corporate existence perpetual and to remove or modify provisions that will no longer applicable to GBPO after the consummation of the merger, and (iii) adopt the incentive compensation plan, but the consummation of the merger is not conditioned on the approval of any of such actions.

In addition, the consummation of the transactions contemplated by the merger agreement is conditioned upon customary closing conditions in a transaction of this nature, including:

 

   

approval of the merger proposal by the requisite vote of the holders of the shares issued by GBPO in its IPO;

 

   

holders of fewer than thirty percent (30%) of the shares issued by GBPO in its IPO outstanding as of the record date properly exercising their rights to convert their shares into a pro rata share of the trust account in accordance with GBPO’s certificate of incorporation;

 

   

the execution by and delivery to each party of each of the various transaction documents;

 

   

the expiration of all applicable waiting periods under the HSR Act without qualification from the Federal Trade Commission or the Department of Justice; and

 

   

no order, writ, injunction or decree being issued by any governmental authority preventing, restraining or prohibiting, in whole or in part, the consummation of the merger and the other transactions contemplated by the merger agreement.

GBPO’s Conditions to Closing

The obligations of GBPO to consummate the transactions contemplated by the merger agreement, in addition to the conditions described above, are conditioned upon each of the following, among other things:

 

   

the representations and warranties made by Stream in the merger agreement, as supplemented, under certain circumstances, by amendments to the Stream disclosure schedules, that are qualified by materiality or material adverse effect shall be true and correct in all respects as of the closing date of the merger and that are not qualified by materiality or material adverse effect shall be true and correct in all material respects;

 

   

there having been no material adverse effect affecting Stream that has not been waived by GBPO;

 

   

the receipt by Stream of necessary consents and approvals from (i) four of Stream’s clients pursuant to the terms of Stream’s service contracts with each of those entities and (ii) the lenders under Stream’s credit facilities, to the extent any amounts outstanding thereunder are not repaid on the closing date; and

 

   

the Escrow Agreement shall have been executed and delivered by H.I.G. and Stream, and the Registration Rights and Lock-up Agreement shall have been executed and delivered by H.I.G. and Ms. Toni Portmann, the chief executive officer of Stream.

Stream’s Conditions to Closing

The obligations of Stream to consummate the transactions contemplated by the merger agreement, in addition to the conditions described above, are conditioned upon each of the following, among other things:

 

   

the representations and warranties made by GBPO in the merger agreement, as supplemented, under certain circumstances, by amendments to the GBPO disclosure schedules, that are qualified by

 

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materiality or material adverse effect shall be true and correct in all respects as of the closing date of the merger and that are not qualified by materiality or material adverse effect shall be true and correct in all material respects;

 

   

there having been no material adverse change affecting GBPO or the Merger Sub that has not been waived by Stream;

 

   

the Escrow Agreement shall have been executed and delivered by GBPO; and

 

   

the Registration Rights and Lock-up Agreement shall have been executed and delivered by GBPO and each of GBPO’s stockholders that are a party to the Registration Rights Agreement dated October 17, 2007 relating, among other things, to the shares of GBPO common stock issued prior to GBPO’s IPO.

If permitted under applicable law, either Stream or GBPO may waive any inaccuracies in the representations and warranties made to such party contained in the merger agreement and waive compliance with any agreements or conditions for the benefit of itself or such party contained in the merger agreement. Pursuant to GBPO’s second amended and restated certificate of incorporation, the condition requiring that the holders of fewer than 30% of the shares of GBPO common stock issued in the IPO affirmatively vote against the merger proposal and demand conversion of their shares into cash may not be waived. We cannot assure you that all of the conditions will be satisfied or waived.

Termination

The merger agreement may be terminated at any time, but not later than the closing, as follows:

 

   

by mutual written consent of GBPO, Merger Sub and Stream;

 

   

by either GBPO or Stream, if a court, administrative agency or other governmental or regulatory authority shall have issued an award, decision, decree, injunction, judgment order or ruling in any case having the effect of preventing the consummation of the merger, which award, decision, decree, injunction, judgment, order or ruling is final and nonappealable;

 

   

by Stream, (i) if on the closing date there shall have been a material breach of any representation, warranty, covenant or agreement on the part of GBPO or the Merger Sub contained in the merger agreement, which breach or untrue representation or warranty (1) would, individually or in the aggregate with all other such breaches and untrue representations and warranties, give rise to the failure of a condition to the merger and (2) which is incapable of being cured prior to the closing date or is not cured within 30 days of Stream delivering written notice of such breach; (ii) if this proxy statement shall not have been approved by the SEC by August 9, 2008, provided that if GBPO is otherwise ready, willing and able to file any amendment to this proxy statement but Stream has failed to provide material information about itself that is required by the SEC to be included in the proxy statement, then such date shall be extended by three business days plus one business day for each business day that Stream has not provided such information; (iii) GBPO has not held its stockholders meeting to approve the merger or the closing of the merger has not occurred within 35 days following the approval of the proxy statement by the SEC; (iv) the GBPO Units are no longer listed on the American Stock Exchange or a comparable stock exchange or trade below $6.75 for 15 or more of any 20 consecutive business days and Stream terminates the merger agreement within 20 business days of the last day of such 20 consecutive business day period; (v) GBPO’s board of directors has withdrawn or changed its recommendation to its stockholders regarding the merger; or (vi) the merger agreement and the transactions contemplated thereby shall fail to be approved and adopted, at a meeting of stockholders, by the affirmative vote of the holders of a majority of the shares issued by GBPO in it is initial public offering under the GBPO certificate of incorporation or the holders of 30% or more of the shares issued by GBPO in its initial public offering entitled to vote on the merger elect to convert their shares into cash from the trust account;

 

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by Stream, if the merger shall not have been consummated on or before October 1, 2008; provided that, if GBPO is otherwise ready, willing and able to file an amendment to this proxy statement but is delayed in doing so solely by Stream’s failure (whether or not within Stream’s control) to provide material information about itself that is required by the SEC to be included in any amendment to the proxy statement, the date set forth in this paragraph shall be extended by three business days plus one business day for each business day that Stream has not provided such information; provided, further, that the right to terminate the merger agreement pursuant to this paragraph shall not be available if Stream’s action or failure to act has been the principal cause of or resulted in the failure of the merger to be consummated on or before such date;

 

   

by GBPO, (i) if on the closing date there shall have been a material breach of any representation, warranty, covenant or agreement on the part of Stream contained in the merger agreement, which breach or untrue representation or warranty (1) would, individually or in the aggregate with all other such breaches and untrue representations and warranties, give rise to the failure of a condition to the merger and (2) which is incapable of being cured prior to the closing date or is not cured within 30 days of Stream delivering written notice of such breach; or (ii) the merger agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of a majority of the shares issued by GBPO in its IPO under GBPO’s second amended and restated certificate of incorporation or the holders of 30% of more of the shares issued by GBPO in it is IPO entitled to vote on the merger elect to convert their shares into cash from the trust account;

 

   

by GBPO, if the merger shall not have been consummated on or before December 31, 2008 and GBPO has paid a fee to Stream of $1,000,000; provided, that the right to terminate the merger agreement pursuant to this paragraph shall not be available if GBPO’s action or failure to act has been the principal cause of or resulted in the failure of the merger to be consummated on or before such date; and

 

   

by either GBPO or Stream, within 20 business days after disclosure to such party of a material adverse effect in respect of the other party.

Effect of Termination

In the event of proper termination by either GBPO or Stream, the obligations of the parties under the merger agreement will terminate, without any liability or obligation on the part of either GBPO or Stream, except that:

 

   

the confidentiality obligations set forth in the merger agreement will survive;

 

   

the waiver by Stream and the Stream stockholders of all rights against GBPO to collect from the trust account any moneys that may be owed to them by GBPO for any reason whatsoever, including but not limited to a breach of the merger agreement, and the acknowledgement that neither Stream nor the Stream stockholders will seek recourse against the trust account for any reason whatsoever, will survive; and

 

   

the rights of the parties to bring actions against each other for willful breach of the merger agreement will survive.

Fees and Expenses

All fees and expenses incurred in connection with the merger agreement and the transactions contemplated thereby will be paid by the party incurring such expenses, provided, however, as follows:

 

   

if the merger is consummated, GBPO will pay (i) the fees paid by Stream relating to the SEC filings in connection with the merger, up to a maximum of $200,000, and (ii) all amounts incurred by Stream, with GBPO’s consent, to bring Stream into compliance with Section 404 of the Sarbanes-Oxley Act of 2002, and the Stream transaction expenses shall be reduced accordingly;

 

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GBPO shall pay Stream an aggregate fee of $3,500,000, consisting of (i) $1,000,000 within five days of the termination of the merger agreement under the circumstances described below, and (ii) $2,500,000 upon the occurrence of a parent alternative transaction (defined as the consummation of a business combination other than a business combination with Stream that would permit or cause the assets in GBPO’s trust account to be distributable to GBPO), if any, if:

 

   

Stream terminates the merger agreement due to any of the following reasons and Stream is not in material breach of the merger agreement and has not suffered a material adverse effect (or such material adverse effect has been waived by GBPO): (A) GBPO has not held its stockholders meeting to approve the merger or the closing of the merger has not occurred within 35 days following the approval of the proxy statement by the SEC; (B) GBPO’s board of directors has withdrawn or changed its recommendation to its stockholders regarding the merger; (C) the merger agreement and the transactions contemplated thereby shall not have been approved and adopted by the affirmative vote of the holders of a majority of IPO Shares under the GBPO certificate of incorporation or the holders of 30% or more of the shares issued by GBPO in its IPO entitled to vote on the merger elect to convert their shares into cash from the trust account; or (D) the merger shall not have been consummated on or before October 1, 2008, provided that, if GBPO is otherwise ready, willing and able to file an amendment to the proxy statement but is delayed in doing so solely by Stream’s failure (whether or not within Stream’s control) to provide material information about itself that is required by the SEC to be included in the proxy statement, the date set forth in this paragraph shall be extended by three business days plus one business day for each business day that Stream has not provided such information; or

 

   

GBPO terminates the merger agreement due to any of the following reasons: (A) the merger shall not have been consummated on or before December 31, 2008; or (B) the merger agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of a majority of shares issued by GBPO in its IPO under the GBPO second amended and restated certificate of incorporation or the holders of 30% or more of the shares issued by GBPO in its IPO entitled to vote on the merger elect to convert their shares into cash from the trust account.

Exclusivity

Prior to July 31, 2008, Stream shall not, and it shall use its commercially reasonable efforts to cause each of its officers, directors, affiliates, employees, representatives and agents not to, directly or indirectly, (i) initiate or solicit any inquiry, proposal, offer or discussion with any person (as defined in the merger agreement) concerning any merger, reorganization, consolidation, recapitalization, business combination, liquidation, dissolution, share exchange, sale of stock, sale of material assets or similar business transaction involving Stream or any of its divisions (an “Alternative Transaction”), (ii) furnish any non-public information concerning the business, properties or assets of Stream or any of its divisions to any person, or (iii) engage in discussions or negotiations with any party concerning any such transaction. Stream shall not, directly or indirectly, prior to the termination of the merger agreement, (A) enter into any binding agreement relating to any Alternative Transaction, or (B) furnish any non-public information concerning the business, properties or assets of Stream or any of its divisions unless such person enters into a confidentiality agreement with Stream.

 

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Trust Account Waiver

Stream has agreed that it does not now have, and shall not at any time prior to the closing of the merger have, any rights, title, interest or claim of any kind in or to, or make any claim of any kind against, monies held in the trust account and to irrevocably waive any claim it may have, now or in the future (in each case, however, prior to the consummation of a business combination), and will not seek recourse against, the trust account for any reason whatsoever in respect thereof. In the event that Stream or its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to GBPO, which proceeding seeks, in whole or in part, relief against the trust account or GBPO’s public stockholders for money damages, GBPO shall be entitled to recover from Stream the associated legal fees and costs in connection with any such action, in the event GBPO prevails in such action or proceeding.

Amendments

The merger agreement may be amended by the parties thereto at any time by execution of an instrument in writing signed on behalf of each of the parties, subject to the requirements of Delaware law.

Extension; Waiver

At any time prior to the closing, any party to the merger agreement may, in writing, to the extent legally allowed:

 

   

extend the time for the performance of any of the obligations or other acts of the other parties to the agreement;

 

   

waive any inaccuracies in the representations and warranties made to such party contained in the merger agreement or in any document delivered pursuant to the merger agreement; and

 

   

waive compliance with any of the agreements or conditions for the benefit of such party contained in the merger agreement, except that the condition set forth in GBPO’s second amended and restated certificate of incorporation requiring that the holders of fewer than 30% of the shares issued by GBPO in its IPO affirmatively vote against the merger proposal and demand conversion of their shares into cash may not be waived.

In the event of any waiver of a material closing condition, GBPO intends to resolicit proxies from its stockholders to the extent required by law to do so.

 

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THE AUTHORIZED SHARE PROPOSAL

Background

Assuming the merger proposal is approved by GBPO stockholders, we are seeking your approval to amend our second amended and restated certificate of incorporation immediately prior to the consummation of the merger to increase the total number of authorized shares of:

 

   

GBPO capital stock from 120,000,000 to                     ;

 

   

GBPO common stock from 119,000,000 to                     ; and

 

   

GBPO preferred stock from 1,000,000 to                     .

The increase in the number of authorized shares of stock is being undertaken as a result of and in conjunction with the merger with Stream. As a result of the issuance of shares of common stock in the merger and the adoption of the 2008 stock incentive plan, as described in the incentive plan proposal, we will require additional shares of common stock and preferred stock to be reserved in our certificate of incorporation. Accordingly, this proposal to amend our second amended and restated certificate of incorporation is conditioned upon and subject to the approval of the merger proposal and the incentive plan proposal.

As of April 11, 2008, there were 39,062,500 shares of GBPO common stock issued and outstanding. As a result of the dilutive effect of the issuance of our stock in the merger, for purposes of illustration, a stockholder who owned 5.0% of GBPO’s outstanding shares of our common stock on April 11, 2008, would own approximately 4.78% of the outstanding shares of GBPO common stock immediately following the closing of the merger and assuming no redemption of shares by GBPO stockholders and no exercise of outstanding GBPO warrants. Of the 1,000,000 shares of preferred stock currently authorized, none are issued and outstanding.

Accordingly, (1) an increase in the number of authorized shares of all capital stock, as well as common stock and preferred stock, is necessary in order to insure a sufficient number of shares are available for issuance upon the consummation of the merger transaction and the adoption of the incentive plan proposal and (2) this proposal to increase the authorized number of shares of common stock is conditioned upon the approval of the merger proposal and the incentive plan proposal, and the board of directors, even if this proposal is approved, will not undertake to amend our certificate of incorporation if those other proposals are not approved. Additional shares could be used by management to resist a takeover effort.

The issuance of the shares of common stock in connection with the merger will be substantially dilutive to our current stockholders.

The issuance of common stock in connection with the merger will be made in reliance upon an available exemption from registration under the Securities Act, by reason of Section 4(2) thereof, Regulation S or other appropriate exemptions, to persons who are “accredited investors,” as defined in Regulation D promulgated under the Securities Act and who meet other suitability requirements established for the private placement. GBPO did not independently conclude that each Stream stockholder met the definition of an “accredited investor” within the meaning of the federal securities laws; however, each investor has represented, in the registration rights agreement, that he or it is an “accredited investor”, which representations have been relied upon by GBPO to support the reliance upon such claimed exemption.

IF OUR STOCKHOLDERS DO NOT APPROVE THIS PROPOSAL, WE WILL NOT BE ABLE TO EFFECTUATE THE TRANSACTIONS DISCUSSED IN THE MERGER PROPOSAL AND THE INCENTIVE PLAN PROPOSAL.

 

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Proposal

The certificate of amendment to the second amended and restated certificate of incorporation of GBPO is attached to this proxy statement as Annex B.

Our board of directors has recommended that our stockholders approve the amendment to the second amended and restated certificate of incorporation to increase the number of our authorized shares. The proposed amendment would provide a sufficient number of available shares to enable us to close the transactions discussed in the merger proposal and would provide the board of directors with the ability to issue additional shares of common stock without requiring stockholder approval of such issuances, except as otherwise may be required by applicable law or the rules of any stock exchange or trading system on which the securities may be listed or traded, including the American Stock Exchange. Other than as previously disclosed, our board of directors does not intend to issue any shares of common stock except on terms that the board of directors deems to be in the best interest of GBPO and our stockholders.

Effect of the Authorized Share Proposal on Existing Stockholders

Advantages. Prior to voting, each stockholder should consider the fact that the authorized share proposal is a prerequisite to the issuance of shares of common stock which will be used to complete the merger of Stream described in the merger proposal. Each stockholder should consider the fact that if we do not complete the merger and related share issuances, GBPO will continue as a blank check company until we find another suitable company to acquire or the trust is liquidated and GBPO ceases to operate as a public blank check company.

Disadvantages. The authorized share proposal, in conjunction with the merger proposal, will result in a dilutive effect on our current stockholders. Our current stockholders’ aggregate percentage ownership will decline as a result of the issuance of our common stock in the merger. The number of shares issued in connection with the merger will increase the number of shares of common stock currently outstanding. This means that our current stockholders will own a smaller interest in us as a result of the additional share issuances. Before giving effect to the exercise of any warrants, current stockholders of GBPO will be reduced from owning 100% of the outstanding common stock to owning approximately 96% of the outstanding capital stock as a result of the merger, depending on the number of GBPO units issued in the merger.

All shares of common stock issued in connection with the merger will be entitled to registration rights. Consequently, if these shares are registered, the shares may be freely transferable without restriction under the Securities Act, absent other securities law restrictions. Such free transferability could materially and adversely affect the market price of our common stock if a sufficient number of such shares are sold in the market.

Required Vote

The approval of the authorized share proposal will require the affirmative vote of the holders of a majority of the outstanding shares of GBPO common stock on the record date.

Recommendation of GBPO’s Board of Directors

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE AUTHORIZED SHARE PROPOSAL.

 

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THE POST-CLOSING CHARTER AMENDMENT PROPOSAL

Assuming the merger proposal is approved by GBPO’s stockholders, GBPO is proposing to, among other things, (A) change GBPO’s name from “Global BPO Services Corp.” to “Stream Global Services, Inc.” and (B) remove, effective after the consummation of the merger, (1) certain provisions of Article Third and (2) the entirety of Article Sixth of the second amended and restated certificate of incorporation, all of which relate to the operation of GBPO as a blank check company prior to the consummation of a business combination, and to add provisions regarding dividends and distributions. The form of third amended and restated certificate of incorporation as expected to be adopted and filed after giving effect to all of the proposed amendments described in the authorized share proposal and the post-closing charter amendment proposal and a copy of the proposed charter amendment marked against GBPO’s existing charter is attached to this proxy statement as Annex C. If the merger proposal is not adopted, the authorized share proposal and this post-closing charter amendment proposal will not be presented at the annual meeting.

In the judgment of our board of directors, the post-closing charter amendment proposal is desirable because certain provisions of Article Third and the entirety of Article Sixth relate to the operation of GBPO as a blank check company prior to the consummation of a business combination. Article Third and Article Sixth require, among other things, that proceeds from GBPO’s IPO be held in a trust account until a business combination or liquidation of GBPO has occurred and also requires that the terms of a proposed business combination be submitted for approval by GBPO’s stockholders. These sections will not be applicable upon consummation of the merger.

In the judgment of our board of directors, the change of our corporate name is desirable to reflect our merger with Stream. The Stream name is a recognized name in the BPO industry. Stockholders will not be required to exchange outstanding stock certificates for new stock certificates if the amendment is adopted.

Required Vote

The approval of the post-closing charter amendment proposal will require the affirmative vote of the holders of a majority of the outstanding shares of GBPO common stock on the record date.

Recommendation of GBPO’s Board of Directors

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE POST-CLOSING CHARTER AMENDMENT PROPOSAL.

 

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THE INCENTIVE PLAN PROPOSAL

On                     , 2008, GBPO’s board of directors adopted, subject to stockholder approval, the 2008 stock incentive plan. Up to shares of common stock (subject to adjustment in the event of stock splits and other similar events) may be issued pursuant to awards granted under the 2008 stock incentive plan.

GBPO’s board of directors believes that the future success of GBPO depends, in large part, upon the ability of GBPO to maintain a competitive position in attracting, retaining and motivating key personnel.

Description of the 2008 Stock Incentive Plan

The following is a brief summary of the 2008 stock incentive plan, a copy of which is attached to this proxy statement as Annex D.

Types of Awards

The 2008 stock incentive plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Code, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards as described below (collectively, “awards”).

Incentive Stock Options and Non-statutory Stock Options. Optionees receive the right to purchase a specified number of shares of common stock at a specified option price and subject to such other terms and conditions as are specified in connection with the option grant. Options must be granted at an exercise price that is at least equal to the fair market value of the common stock on the date of grant. Under present law, incentive stock options and options intended to qualify as performance-based compensation under Section 162(m) of the Code may not be granted at an exercise price less than 100% of the fair market value of the common stock on the date of grant (or less than 110% of the fair market value in the case of incentive stock options granted to optionees holding more than 10% of the voting power of GBPO). Options may not be granted for a term in excess of ten years. The 2008 stock incentive plan permits the following forms of payment of the exercise price of options: (i) payment by cash, check or in connection with a “cashless exercise” through a broker, (ii) subject to certain conditions, delivery to GBPO of shares of common stock, (iii) subject to certain conditions, delivery to GBPO of a promissory note, (iv) any other lawful means, or (v) any combination of these forms of payment.

Stock Appreciation Rights. A Stock Appreciation Right, or SAR, is an award entitling the holder, upon exercise, to receive an amount in common stock or cash or a combination thereof determined by reference to appreciation, from and after the date of grant, in the fair market value of a share of common stock. SARs may be granted independently or in tandem with an option.

Restricted Stock Awards. Restricted stock awards entitle recipients to acquire shares of common stock, subject to the right of GBPO to repurchase all or part of such shares from the recipient in the event that the conditions specified in the applicable award are not satisfied prior to the end of the applicable restriction period established for such award.

Restricted Stock Unit Awards. Restricted stock unit awards entitle the recipient to receive shares of common stock to be delivered at the time such shares vest pursuant to the terms and conditions established by GBPO’s board of directors.

Other Stock-Based Awards. Under the 2008 stock incentive plan, GBPO’s board of directors has the right to grant other awards based upon the common stock having such terms and conditions as GBPO’s board of directors may determine, including the grant of shares based upon certain conditions, the grant of awards that are valued in whole or in part by reference to, or otherwise based on, shares of common stock, and the grant of awards entitling recipients to receive shares of common stock to be delivered in the future.

 

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Performance Conditions. GBPO’s board of directors may determine, at the time of grant, that a restricted stock award, restricted stock unit award or other stock-based award granted to a recipient will vest solely upon the achievement of specified performance criteria. With respect to awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the performance criteria for each such award will be based on one or more of the following measures: (a) earnings per share, (b) return on average equity or average assets with respect to a pre-determined peer group, (c) earnings, (d) earnings growth, (e) revenues, (f) expenses, (g) stock price, (h) market share, (i) return on sales, assets, equity or investment, (j) regulatory compliance, (k) improvement of financial ratings, (l) achievement of balance sheet or income statement objectives, (m) total shareholder return, (n) net operating profit after tax, (o) pre-tax or after-tax income or (p) cash flow. These performance measures may be absolute in their terms or measured against or in relationship to other companies comparably, similarly or otherwise situated. Such performance goals may be adjusted to exclude any one or more of (i) extraordinary items, (ii) gains or losses on the dispositions of discontinued operations, (iii) the cumulative effects of changes in accounting principles, (iv) the writedown of any asset, and (v) charges for restructuring and rationalization programs. Such performance goals: (i) may vary by recipient and may be different for different awards; (ii) may be particular to a recipient or the department, branch, line of business, subsidiary or other unit in which the recipient works and may cover such period as may be specified by GBPO’s board of directors; and (iii) will be set by GBPO’s board of directors within the time period prescribed by, and will otherwise comply with the requirements of, Section 162(m). Awards that are not intended to qualify as performance-based compensation under Section 162(m) may be based on these or other performance criteria.

Transferability of Awards

Except as GBPO’s board of directors may otherwise determine or provide in an award agreement, awards may not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in the case of an incentive stock option, pursuant to a qualified domestic relations order. During the life of the recipient, awards are exercisable only by the recipient.

Eligibility to Receive Awards

Employees, officers, directors, consultants and advisors of GBPO and its subsidiaries are eligible to be granted awards under the 2008 stock incentive plan. Under present law, however, incentive stock options may only be granted to employees of GBPO and its subsidiaries.

The maximum number of shares with respect to which awards may be granted to any participant under the 2008 stock incentive plan is              shares per calendar year. For purposes of this limit, the combination of an option in tandem with SAR is treated as a single award. The maximum number of shares with respect to which awards other than options and SARs may be granted is     % of the total number of authorized shares under the 2008 stock incentive plan. In addition, the maximum number of shares with respect to which awards may be granted to directors who are not employees of GBPO at the time of grant is % of the total number of authorized shares under the 2008 stock incentive plan.

Plan Benefits

The granting of awards under the 2008 stock incentive plan is discretionary, and GBPO cannot now determine the number or type of awards to be granted in the future to any particular person or group.

On                     , 2008, the last reported sale price of GBPO common stock on the American Stock Exchange was $            .

 

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Administration

The 2008 stock incentive plan is administered by GBPO’s board of directors. GBPO’s board of directors has the authority to adopt, amend and repeal the administrative rules, guidelines and practices relating to the 2008 stock incentive plan and to interpret the provisions of the 2008 stock incentive plan and any award agreements entered into under the 2008 stock incentive plan. Pursuant to the terms of the 2008 stock incentive plan, GBPO’s board of directors may delegate authority under the 2008 stock incentive plan to one or more committees or subcommittees of our board of directors. GBPO’s board of directors will form a compensation committee after the consummation of the merger and authorize it to administer certain aspects of the 2008 stock incentive plan, including the granting of options to executive officers, and has authorized certain officers of GBPO to grant options to employees or officers, but in no case to executive officers, subject to limitations set by the board of directors and/or compensation committee.

Subject to any applicable limitations contained in the 2008 stock incentive plan, GBPO’s board of directors, or any committee to whom our board of directors delegates authority, as the case may be, selects the recipients of awards and determines (i) the number of shares of common stock covered by options and the dates upon which such options become exercisable, (ii) the exercise price of options, (iii) the duration of options (which may not exceed 10 years), and (iv) the number of shares of common stock subject to any SAR, restricted stock award, restricted stock unit award or other stock-based awards and the terms and conditions of such awards, including conditions for repurchase, issue price and repurchase price.

GBPO’s board of directors is required to make appropriate adjustments in connection with the 2008 stock incentive plan and any outstanding awards to reflect stock splits, stock dividends, recapitalizations, spin-offs and other similar changes in capitalization. The 2008 stock incentive plan also contains provisions addressing the consequences of any reorganization event, which is defined as (a) any merger or consolidation of GBPO with or into another entity as a result of which all of the common stock of GBPO is converted into or exchanged for the right to receive cash, securities or other property, or is cancelled or (b) any exchange of all of the common stock of GBPO for cash, securities or other property pursuant to a share exchange transaction or (c) any liquidation or dissolution of GBPO. In connection with a reorganization event, GBPO’s board of directors may take any one or more of the following actions as to all or any outstanding awards (other than restricted stock and restricted stock unit awards): (i) provide that awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice, provide that all unexercised options or other unexercised awards will become exercisable in full and will terminate immediately prior to the consummation of such reorganization event unless exercised within a specified period following the date of such notice, (iii) provide that outstanding awards will become exercisable, realizable or deliverable, or restrictions applicable to an award will lapse, in whole or in part prior to or upon such reorganization event, (iv) in the event of a reorganization event under the terms of which holders of common stock will receive upon consummation thereof a cash payment for each share surrendered in the reorganization event (the “acquisition price”), make or provide for a cash payment to an award holder equal to (A) the acquisition price times the number of shares of common stock subject to the holder’s awards (to the extent the exercise price does not exceed the acquisition price) minus (B) the aggregate exercise price of all the holder’s outstanding awards, in exchange for the termination of such awards, (v) provide that, in connection with a liquidation or dissolution of GBPO, awards will convert into the right to receive liquidation proceeds (if applicable, net of the exercise price thereof) and (vi) any combination of the foregoing.

Upon a reorganization event other than a liquidation or dissolution of GBPO, GBPO’s repurchase and other rights with respect to restricted stock awards will inure to the benefit of GBPO’s successor. Upon a liquidation or dissolution of GBPO, except to the extent provided to the contrary in an award agreement or other agreement between GBPO and the recipient, all restrictions and conditions on all restricted stock awards then outstanding will automatically be deemed terminated or satisfied.

 

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GBPO’s board of directors may at any time provide that any award will become immediately exercisable in full or in part, free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be.

If any award expires or is terminated, surrendered, canceled or forfeited, the unused shares of common stock covered by such award will again be available for grant under the 2008 stock incentive plan, subject, however, in the case of incentive stock options, to any limitations under the Code.

Substitute Options

In connection with a merger or consolidation of an entity with GBPO or the acquisition by GBPO of property or stock of an entity, GBPO’s board of directors may grant options in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof. Substitute options may be granted on such terms, as GBPO’s board of directors deems appropriate in the circumstances, notwithstanding any limitations on options contained in the 2008 stock incentive plan. Substitute options will not count against the 2008 stock incentive plan’s overall share limit, except as may be required by the Code.

Provisions for Foreign Participants

GBPO’s board of directors may modify awards granted to participants who are foreign nationals or employed outside the United States or establish subplans or procedures under the 2008 stock incentive plan to recognize differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefits or other matters.

Amendment or Termination

No award may be made under the 2008 stock incentive plan after                     , 2018 but awards previously granted may extend beyond that date. GBPO’s board of directors may at any time amend, suspend or terminate the 2008 stock incentive plan; provided that, to the extent determined by GBPO’s board of directors, no amendment requiring stockholder approval under any applicable legal, regulatory or listing requirement will become effective until such stockholder approval is obtained. No award will be made that is conditioned upon stockholder approval of any amendment to the 2008 stock incentive plan.

If stockholders do not approve the adoption of the 2008 stock incentive plan, the 2008 stock incentive plan will not go into effect, and GBPO will not grant any awards under the 2008 stock incentive plan. In such event, GBPO’s board of directors will consider whether to adopt alternative arrangements based on its assessment of the needs of GBPO.

U.S. Federal Income Tax Consequences

The following is a summary of the U.S. federal income tax consequences that generally will arise with respect to awards granted under the 2008 stock incentive plan. This summary is based on the federal tax laws in effect as of the date of this proxy statement. In addition, this summary assumes that all awards are exempt from, or comply with, the rules under Section 409A of the Code regarding nonqualified deferred compensation. The plan provides that no award will provide for deferral of compensation that does not comply with Section 409A of the Code, unless GBPO’s board of directors, at the time of grant, specifically provides that the award is not intended to comply with Section 409A. Changes to these laws could alter the tax consequences described below.

 

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Incentive Stock Options

A participant will not have income upon the grant of an incentive stock option. Also, except as described below, a participant will not have income upon exercise of an incentive stock option if the participant has been employed by GBPO or its corporate parent or 50%-or-more-owned corporate subsidiary at all times beginning with the option grant date and ending three months before the date the participant exercises the option. If the participant has not been so employed during that time, then the participant will be taxed as described below under “Non-statutory Stock Options.” The exercise of an incentive stock option may subject the participant to the alternative minimum tax.

A participant will have income upon the sale of the stock acquired under an incentive stock option at a profit (if sales proceeds exceed the exercise price). The type of income will depend on when the participant sells the stock. If a participant sells the stock more than two years after the option was granted and more than one year after the option was exercised, then all of the profit will be long-term capital gain. If a participant sells the stock prior to satisfying these waiting periods, then the participant will have engaged in a disqualifying disposition and a portion of the profit will be ordinary income and a portion may be capital gain. This capital gain will be long-term if the participant has held the stock for more than one year and otherwise will be short-term. If a participant sells the stock at a loss (meaning sales proceeds are less than the exercise price), then the loss will be a capital loss. This capital loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Non-Statutory Stock Options

A participant will not have income upon the grant of a non-statutory stock option. A participant will have compensation income upon the exercise of a non-statutory stock option equal to the value of the stock on the day the participant exercised the option less the exercise price. Upon sale of the stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the day the option was exercised. This capital gain or loss will be long-term if the participant has held the stock for more than one year and otherwise will be short-term.

Stock Appreciation Rights

A participant will not have income upon the grant of a SAR. A participant generally will recognize compensation income upon the exercise of a SAR equal to the amount of the cash and the fair market value of any stock received. Upon the sale of the stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the day the SAR was exercised. This capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Restricted Stock Awards

A participant will not have income upon the grant of restricted stock unless an election under Section 83(b) of the Code is made within 30 days of the date of grant. If a timely 83(b) election is made, then a participant will have compensation income equal to the value of the stock less the purchase price, if any. When the stock is sold, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the date of grant. If the participant does not make an 83(b) election, then when the stock vests the participant will have compensation income equal to the value of the stock on the vesting date less the purchase price. When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of the stock on the vesting date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

 

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Restricted Stock Units

A participant will not have income upon the grant of a restricted stock unit. A participant is not permitted to make a Section 83(b) election with respect to a restricted stock unit award. When the restricted stock unit vests, the participant will have income on the vesting date in an amount equal to the fair market value of the stock on the vesting date less the purchase price, if any. When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of the stock on the vesting date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

Other Stock-Based Awards

The tax consequences associated with any other stock-based award granted under the 2008 stock incentive plan will vary depending on the specific terms of such award. Among the relevant factors are whether or not the award has a readily ascertainable fair market value, whether or not the award is subject to forfeiture provisions or restrictions on transfer, the nature of the property to be received by the participant under the award and the participant’s holding period and tax basis for the award or underlying common stock.

Tax Consequences to GBPO

There will be no tax consequences to GBPO except that GBPO will be entitled to a deduction when a participant has compensation income. Any such deduction will be subject to the limitations of Section 162(m) of the Code.

Required Vote

The adoption of the incentive plan proposal requires the affirmative vote of the holders of a majority of the votes cast by holders of the shares of GBPO common stock present or represented at the annual meeting.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE INCENTIVE PLAN PROPOSAL.

 

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THE ELECTION OF DIRECTOR PROPOSAL

The Director Nominee

GBPO stockholders are also being asked to elect Stephen D. R. Moore to serve as a Class I director of GBPO.

The term of office of the Class I directors, consisting of Mr. Moore, will expire at the annual meeting of stockholders. The term of office of the Class II directors, consisting of Mr. Howe and Mr. O’Leary, will expire at the 2009 annual meeting of stockholders. The term of office of the Class III directors, consisting of Mr. Murray and Mr. Conway, will expire at the 2010 annual meeting of stockholders.

The director will hold office for the term to which he is elected and until his successor is duly elected and qualified.

For more information on our directors and our director nominee please see “Directors and Executive Officers of GBPO Following the Merger.”

Required Vote

The approval of the director to be elected at the annual meeting will require a plurality of the votes cast by the stockholders entitled to vote on the election.

Recommendation of GBPO’s Board of Directors

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE DIRECTOR NOMINEE AS SET FORTH IN THE ELECTION OF DIRECTOR PROPOSAL.

 

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THE ADJOURNMENT PROPOSAL

An adjournment proposal, if presented by GBPO’s board of directors, would allow the annual meeting to be adjourned to a later date or dates, if necessary, to permit further solicitation of proxies in the event, based on the tabulated votes, there are not sufficient votes at the time of the annual meeting to approve the consummation of the merger. In no event will GBPO solicit proxies to adjourn the annual meeting or consummate the merger beyond the date by which it may properly do so under its second amended and restated certificate of incorporation and Delaware law.

Consequences if Adjournment Proposal is not Approved

If an adjournment proposal is presented to the meeting and is not approved by the stockholders, GBPO’s board of directors may not be able to adjourn the annual meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the annual meeting to approve the consummation of the merger. In such event, the merger would not be completed and, unless GBPO were able to consummate a business combination with another party no later than October 17, 2009, it would be required to liquidate.

Required Vote

The adoption of the adjournment proposal will require the affirmative vote of the holders of a majority of the votes cast on such proposal by holders of the shares of GBPO common stock present or represented in the annual meeting. Adoption of the adjournment proposal is not conditioned upon the adoption of any of the other proposals.

Recommendation of GBPO’s Board of Directors

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF AN ADJOURNMENT PROPOSAL, IF PRESENTED.

 

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BUSINESS OF STREAM

Stream is a global provider of CRM and other business process outsourcing services to companies in the technology, consumer electronics and communications industries. Stream’s CRM solutions encompass a wide range of telephone, email and Internet based services and technical support programs designed to maximize the long-term value of the relationships between Stream’s clients and their customers, or end-users. Technical support programs may involve technical troubleshooting, hardware, warranty support and game support, hosted services, data management, telecommunications services and professional services. Customer service includes activities such as customer setup/activations, up-sell or cross-sell programs, customer billing inquiries and customer retention programs. Stream works closely with its clients to design and implement large scale, tailored CRM programs that provide comprehensive solutions to their specific business needs. Stream delivers services from its 32 service centers in 16 countries providing clients with numerous site alternatives and service options at various price points, enabling clients to build an optimal mix of service solutions to solve complex issues and create a cost efficient solution for its clients in approximately 30 different languages.

Stream delivers its CRM solutions through end-user initiated (inbound) telephone calls, emails and chat sessions that are routed to one or more of Stream’s service centers. Stream’s multi-jurisdiction geographic locations, technology infrastructure and process-driven service model allow it to deliver tailored BPO solutions based on a client’s required servicing needs, linguistic requirements and pricing. Typically an end-user makes an inbound request for technical assistance, seeks product activation or support, or a response to warranty or other issues. Stream’s trained service professionals respond to these inquiries from one of Stream’s service centers utilizing technologically advanced telephone systems and workstations, which are designed to enable the service professional to provide a comprehensive resolution.

Stream seeks to establish long-term, strategic relationships, formalized by renewable multi-year contracts, with clients in the technology, consumer electronics and communications industries. Stream targets these industries because of their growth potential, their complex product and service offerings and their large customer bases, which often require sophisticated customer interactions. Stream focuses on offering CRM solutions to fulfill the needs of these higher complexity programs, where it believes its customer service, technical expertise and its operational processes and performance metrics give it a competitive advantage over other CRM providers. As of December 31, 2007, Stream had 32 facilities in 16 countries with over 16,000 employees.

The Industry

According to the Outsourced Customer Care Industry Report, 2007 by Robert W. Baird, Stream estimates that the global CRM market, which Baird refers to as the global customer care market, was $300 billion in 2006, of which only $58 billion was outsourced. Stream believes that outsourcing will increase significantly in the next several years as companies find it difficult to provide high-quality CRM solutions in-house without diverting significant resources away from their core businesses. Historically, businesses provided their CRM solutions in-house because they believed that the “customer interface” was too critical to be outsourced. Additionally, as business becomes more global in scope, many companies find that they do not have sufficient capacity and the optimal infrastructure and tools to service all of their customers and look to outsourcing providers with superior technology and global presence to facilitate and enhance their customer relationships. The largest users of CRM solutions are typically large multinational firms that require global outsourcing solutions because segments of their customer base may be in various geographies. They require providers that are capable of providing services that address the language, cultural, and product needs specific to that region. Stream believes that large corporations are increasingly outsourcing their CRM solutions as part of an overall effort to focus internal resources on their core competencies, improve operating efficiencies and reduce costs.

Large sophisticated clients require (i) global servicing capabilities to fit the needs of particular products or programs, (ii) technological infrastructure such as VoIP (Voice over Internet Protocol) technology to ensure that calls are seamlessly and globally routed, and (iii) beneficial pricing as a result of operating leverage inherent in larger providers.

 

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Competitive Strengths

Over the last several years, Stream has developed a number of strategic advantages that it believes enable it to compete effectively for new and existing clients. These competitive strengths consist of:

Leader in “High Touch-Value Added” Services

Stream believes that its focus on providing quality solutions to technology, consumer electronics, and communications companies, combined with its high quality execution and customer satisfaction results have enabled it to become a favored provider of complex CRM solutions. Stream believes it is a top provider for some of the world’s leading companies in the computer hardware, software, telecommunications and entertainment industries. Stream seeks to combine global operations and technology infrastructure with processes and a multi-shore service delivery strategy, that includes place like India, Costa Rica and North Africa, that have won industry wide recognition awards. As the complexity of the products in Stream’s end markets continue to increase, management expects the “high touch-value added” needs of its clients to increase in the future.

Strong Growth Profile in Attractive Markets

Stream’s management has focused on the technology, consumer electronics, and telecommunications segments of the CRM markets because of their growth potential. Stream seeks to capitalize on the growth in these market segments as well as the increasing trend toward outsourcing CRM solutions. In addition, GBPO believes that if Stream were to focus on other segments such as healthcare, education, government and financial services it should be able to accelerate its growth and diversify its client mix.

Focus on Strategic Relationships with Targeted Industry Leaders

Stream believes that it has deep and long standing relationships with some of the world’s leading companies in their sectors. In many cases, Stream has served multiple divisions and service programs over a number of years. These relationships span numerous internal contacts, involve multiple service programs and typically entail long-term relationships. For each of its top clients, Stream has an average of ten programs, interacts with an average of eight different decision makers and has experienced significant growth. Stream believes that its extensive and long term client relationships have enabled it to become an integral component of its clients’ CRM processes, in some instances including participation in the clients’ related internal planning and operating meetings. Long-term strategic relationships enable Stream to grow as its clients grow, develop significant industry-specific expertise, and establish recurring revenues. In many cases these long-term relationships allow Stream to sole source bid for new work and customize a value-added CRM solution for its client in multi-geographic locations.

High Switching Costs to New Providers

The establishment of a CRM provider by Stream’s clients takes many months of planning and training. In addition, in many cases Stream hosts the technology and maintains the data that is used by its client. Stream also provides detailed reporting on customer metrics to its clients that are essential in its business. As Stream’s business evolves it expects that there will even be higher switching costs due to many smaller players becoming more dependent on Stream to host their technology systems and maintain and warehouse their data. In addition, Stream expects the customer data management element of its service model to provide new opportunities for its clients to maximize revenue from its customers by creating programs to upgrade technology or market new programs, including customer retention and recovery work that creates revenues for its clients and additional value. There is often a significant cost such as telecommunication, training, technology implementation and internal resource allocation to launch a new CRM provider. It often takes CRM providers up to six months and additional start-up costs to be ready to provide quality service on a consistent basis.

 

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Broad Geographic Platform

Stream has a geographically diverse platform, from which it seeks to provide globally integrated solutions to its clients. With 32 facilities across 16 countries capable of services in approximately 30 languages, Stream’s goal is to provide the right customized solution for each of its clients. Rather than focus on a one size fits all approach to servicing its clients, Stream leverages its broad geographic capability to provide clients with numerous site alternatives and service options at various price points, enabling clients to build an optimal mix of service solutions at different price points. In addition, Stream’s broad geographic platform enhances its ability to benefit from regional growth and the introduction of new technologies to emerging markets. Stream has focused on a multi-shore strategy to provide CRM services to its clients. Stream has service centers across the United States and Canada, across Europe and in off-shore countries such as India, Costa Rica, the Dominican Republic and Tunisia. GBPO believes that under its ownership Stream will continue its development of off-shore service centers in countries like India, Tunisia, Costa Rica, and the Dominican Republic and also intends to expand in its existing off-shore countries to leverage existing in-country Stream management in places like China, the Philippines, Eastern Europe, South America, Latin America, Malaysia, and Singapore.

High Renewal Rates

Stream has shown consistent success in renewing its client contracts when they come up for renewal. During 2007, Stream renewed client contracts representing approximately 95% of its revenue from contracts that were in place in 2006. Moreover, of Stream’s top 10 clients in 2006, 8 increased the amount of their business with Stream in 2007. Stream believes that is able to achieve high renewal rates as a result of its high quality service and numerous product offerings as well as its clients’ desire to maintain stability in their CRM programs. Additionally, Stream’s high renewal rates provide a high level of visibility as to its future revenues as well as the opportunity to introduce new products to clients with whom it has an existing relationship.

Experienced Management Team

Stream benefits from the experience and depth of its senior management team. Its senior management team has an average of approximately 10 years of experience in the CRM industry and related fields and an average of 5 years with Stream and has demonstrated the ability to deliver attractive growth while providing high levels of client satisfaction. GBPO currently has made no determinations regarding the compensation it will pay its directors or officers after completion of the merger or whether it plans to enter into any employment agreements with its officers. Therefore, there is no guarantee that they will remain with the combined company.

Growth Strategy

Stream’s growth strategy is designed to capitalize on the increasing demand for outsourced CRM solutions and to expand its market share in the industry. Stream’s primary growth strategies are to:

Expand Existing Client Relationships

Stream believes that it has substantial opportunities to expand services provided to existing clients. Stream’s strategy is to develop long-term strategic partnerships with targeted clients and to expand its existing relationships as its clients continue to grow within their own markets, both domestically and internationally, outsource additional CRM functions and develop new products and services. Stream believes that many larger clients are seeking to decrease excess overhead and costs by shifting from insourcing to outsourcing and consolidating their CRM providers. In addition, as more companies introduce increasingly complex new products to their customers, GBPO believes that Stream is well positioned to capture new business from existing clients because of its focus on providing more sophisticated technical support, its hosted technology systems, its data management and multi-shore service center strategy. Stream seeks to capitalize on these trends by selling more of its services to a broader audience within its existing clients.

 

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Target Large, Fortune 1,000 Accounts

Stream’s geographically diverse platform and investment in technology infrastructure allows it to service Fortune 1,000 accounts who increasingly demand these two characteristics from their service providers. Stream believes it has demonstrated its ability to successively service these global accounts. Stream continues to convert existing work performed internally by its clients to outsourced centers as it provides a lower cost, superior service solution relative to what captive sites traditionally offer.

Target Fast Growing Technology Leaders

Stream has a strategy of targeting fast growing up and coming clients. Stream has experienced significant growth with clients in satellite radio, portable GPS and wireless and Internet connectivity. Stream’s strategy is to utilize its industry expertise and knowledge of the CRM needs of companies serving these industries to develop relationships with rapidly growing companies that have historically performed their CRM solutions in-house. Stream believes that over the next few years many mid-sized companies will endeavor to outsource more of their mission critical processes. Stream believes that this will involve a greater degree of reliance on its hosted systems and developed processes to access the scalability and geographic reach of Stream. This approach allows Stream to establish its position early with high-touch, high-value, and high margin services, with the goals of becoming the supplier of choice and growing rapidly in concert with its client.

Margin Expansion.

Stream seeks to selectively manage low margin legacy business by reducing certain programs to free up needed capacity as well as selectively implement price increases. In addition, Stream believes that continued off-shore expansion will grow future margins. At the time of the renewal of legacy contracts (made prior to Stream’s current ownership), Stream seeks to increase margins by either repricing the business to improve the margins or not renewing the business in order to replace it with a higher margin client. This can be accomplished by moving the business to a lower cost venue for production or increasing the price to the client. Stream is also continuously working to improve its operating metrics such as utilization, employee attrition and productivity to increase its operating margins. Stream also believes that by developing new tools such as web-portals, data warehouses and self-service technical support that it can add value for its clients and continue to provide higher margin services. In addition, GBPO believes that Stream in the future it can provide additional BPO services that utilize its existing geographic service locations, technology and workforce. These BPO services include areas such as data management, language transcription and interpretation, credit and collection, warranty management and billing services.

Continue Off-shore Expansion.

Stream presently provides its service solutions in eight off-shore locations in India, Dominican Republic, Tunis and Costa Rica. Stream plans to open up 3 to 4 new locations per year off-shore (which includes the three distinct regions of India, North Africa and CALA). This off-shore network supports Stream’s strategy of providing BPO services at various service levels, price points, and locations, which often requires various language capabilities and country-specific cultural awareness. Stream believes that a North American and European site strategy, combined with strategic, lower cost off-shore locations is ideal to meet these requirements. Stream believes that large international clients will be better served by a single provider capable of delivering CRM solutions in multiple geographic markets. In the future GBPO expects that Stream will consider new locations in areas like China, the Philippines, South America, Malaysia, Singapore, and in additional lower cost Eastern European countries such as Hungary and the Czech Republic.

Products and Services

Stream’s primary service offerings are to provide technical support, hosted technology services, telecommunication services, data management, reporting, customer retention and other professional services to its clients in the technology, consumer electronics and communications industries. In particular, Stream’s core competency is providing support for the more difficult needs of higher complexity customer programs.

 

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Technical support is typically the first point of contact after an end-user purchases a product, and in some cases, it may be the only point of contact. Stream combines in many cases its hosted technology, data management and reporting services in its service model to its clients. This solution is critical in determining end-user perceptions and satisfaction with the client’s product. Stream seeks to solve end-users’ technical issues by offering diagnosis and repair, repair dispatch, help desk, warranty support and game support services.

Stream’s customer service offerings are designed to manage end-user relationships and maximize sales opportunities for its clients. These services include high-touch, high value add services such as customer retention, cross-selling and up-selling additional products, product activation, problem resolution and billing. Stream seeks to leverage its interactions with end-users as opportunities to generate additional revenues and deepen end-user relationships for its clients.

In addition, GBPO believes that in the future Stream can provide additional BPO services that utilize its existing geographic service locations, technology and workforce. These BPO services include areas such as data management, language transcription and interpretation, credit and collection, warranty management and billing services. GBPO believes that these complementary services may increase its client retention and value added BPO service model to ultimately continue to expand its earnings potential.

Markets and Clients

Stream focuses its marketing efforts on high growth companies in the technology, consumer electronics and communications industries, which represented 65.7%, 20.3% and 23.8%, respectively, of Stream’s revenue for the year ended December 31, 2007.

Technology clients include computer hardware, peripherals, and software companies. Communications clients include broadband services, mobile and internet service providers. Consumer electronics clients consist of consumer electronics, media and entertainment companies. These industries are characterized by rapid growth, constantly changing technologies and challenges for end-user adaptation, which make it an attractive market for Stream. Stream believes that it has more sophisticated service solutions and industry expertise than many of its competitors, allowing Stream to increase its market share in these core verticals.

GBPO believes that there are opportunities for Stream to expand its service segments into new areas in the future that might include healthcare and hospitals, the financial industry, education and government.

Sales and Marketing

Stream has a direct sales force and sales support organization of approximately 28 sales and marketing personnel, focused on high growth companies in the target industries in North America and Europe. Stream uses a consultative approach to client sales and generally focuses its marketing efforts at the senior executive levels where decisions are made with respect to outsourcing critical CRM functions. Once the decision has been made to outsource, Stream works closely with its client to develop and refine a custom solution to its CRM functions.

Stream believes that its reputation in the CRM industry for high customer service and satisfaction, together with close client relationships, have facilitated significant referral business. Stream’s primary strategy for growing its business is to provide high quality customer service, which enhances its brand and reputation, and secondarily, to win new clients through its sales force.

Stream seeks to drive new sales through its global sales force, which is organized by region. These regional teams are intended to be separate, but integrated sales teams. This facilitates sales to clients with global servicing needs, yet maintains region specific expertise.

 

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Employees

Stream’s success in recruiting, hiring and training large numbers of skilled employees is critical to its ability to provide high-quality CRM solutions to its clients. Stream generally locates its service centers in locations that have access to higher education and a major transportation infrastructure. Stream generally offers a competitive pay scale, hires primarily full-time employees who are eligible to receive the full range of employee benefits and seeks to provide employees with a clear, viable career path.

As of March 17, 2008, Stream had approximately 15,500 employees. Of its total employees, approximately 13,500 were service professionals and over 90% were full time service professionals. Although Stream’s industry is very labor intensive and has experienced significant personnel turnover, Stream believes that its quality of life initiatives and its high percentage of full-time service professionals has resulted in relative stability in its work force. Except for Stream’s service centers in Ireland, Italy, Sweden, Germany, Spain, France, Tunis and the Netherlands where approximately 500 of its employees are subject to a collective bargaining agreements using workers’ counsels (which are typical in these regions), none of Stream’s employees are subject to a collective bargaining agreement. Stream believes its relations with its employees are good.

Facilities

Stream operates 32 strategically located service centers in 16 countries, which are designed to be globally integrated. Stream’s facilities are organized into three regions: North America, which includes the United States and Canada; Europe, which includes Eastern and Western Europe; and off-shore.

Stream does not own offices or properties but rather leases offices in the United States, Canada, the Netherlands, United Kingdom, Italy, Ireland, Spain, Sweden, France, Germany, Poland, India, Tunisia, Dominican Republic and Costa Rica and Bulgaria. Stream considers these facilities to be suitable and adequate for the management and operation of its business.

Competition

The industry in which Stream operates is very competitive and highly fragmented. Stream’s competitors range in size from very small firms offering specialized applications or short term projects, to large independent firms and the in-house operations of many clients and potential clients. A number of the competitors have capabilities and resources greater than Stream. Stream competes directly and indirectly with certain companies that provide CRM and other BPO solutions on an outsourced basis, including Atento Services SA, Capita Group Plc, ExlService Holdings, Inc., Genpact Limited, Infosys Technologies Limited, Minacs Worldwide Inc., NCO Group, Inc., PeopleSupport, Inc., SITEL Corporation, Sutherland Global Services, Inc., Sykes Enterprises, Incorporated, Teleperformance S.A., Teletech Holdings, Inc., West Corporation, Wipro Limited and WNS (Holdings) Limited. The list of potential competitors includes both publicly-traded and privately-held companies. GBPO estimates that total revenues for this group was approximately $30 billion for the year ended December 31, 2007. Stream is among the smaller companies in this group and its revenues represent approximately 2% of the revenues of the total group. Of the 17 companies listed above, Stream ranks 13th in terms of revenues for the year ended December 31, 2007.

Network Infrastructure

Stream seeks to globally integrate its facilities in an effort to achieve a seamless customer experience. The routing of customer issues to the appropriate service center from various locations in the world is critical to Stream’s success and high customer satisfaction.

Service Professional Tools

Stream believes it makes the necessary investment in each service professional seat to ensure that each such service professional has the tools required to provide high quality service to end-users. Stream leverages a mix of

 

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in-house developed and third party software solutions across all of its enterprises. These solutions are customized for Stream’s enterprise and facilitate data capture and transfer from the service professional to Stream’s various data storage and network systems. Stream’s systems must also be flexible enough to operate its clients’ CRM interfaces which operate on Stream’s computers. Most of Stream’s client programs utilize the client’s CRM interface and tools.

Enterprise Systems

One of the defining technologies in the CRM solutions industry is VoIP. This technology is designed to allow requests to be routed immediately and seamlessly to the call site on Stream’s network best suited to serve a particular end-user’s requirements whether based on language, technical or other needs. Most of Stream’s top clients have programs across multiple sites and require VoIP infrastructure to intelligently route end-users to the appropriate site. Stream also employs ADS systems in its service centers that do not have VoIP networks to provide the same type of intelligent routing found on its VoIP networks within such service centers so that calls can be routed to the service professional best suited to address the needs of end-users. Another important piece of Stream’s IT infrastructure is its data centers which house its enterprise applications. These data centers are managed by Stream’s technology staff, monitored 24 hours a day, 365 days a year and protected by heat, smoke, and water detectors, as well as fire suppression systems, air conditioning units, and backup power generators. The software used on Stream’s servers is predominantly windows or unix based and utilizes Oracle and Microsoft databases. Stream’s technology personnel also supports other related software components, data security software, which management believes provides ample support, functionality, and capacity for Stream to achieve its current growth plan.

Intellectual Property

Stream has 12 trademarks and 2 applications for trademarks pending in 2 countries. In addition, Stream has 7 registered domain names that have expiration dates from August 4, 2008 through May 2, 2015.

Legal Proceedings

In the normal course of business, Stream is subject to proceedings, lawsuits and other claims. Stream believes that none of those proceedings is material to Stream’s business, results of operations or financial condition.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS—STREAM

The following discussion should be read in conjunction with Stream’s consolidated financial information and the related notes included elsewhere in this proxy statement. This discussion includes forward looking statements that involve risks, uncertainties and assumptions. Stream’s actual results and the timing of events could differ materially from those anticipated in the forward looking statements as a result of many factors, including those discussed under “Risk Factors—Risks related to Stream’s Business and Industry” and elsewhere in this proxy statement. See “Forward Looking Statements.”

Overview of Stream

Stream is a global provider of CRM and other BPO services to companies in the technology, consumer electronics and communications industries. Stream’s CRM solutions encompass a wide range of telephone, email and Internet based services and technical support programs designed to maximize the long-term value of the relationships between Stream’s clients and their customers, or end-users. Technical support programs may involve technical troubleshooting, hardware, warranty support and game support, hosted services, data management, telecommunications services and professional services. Customer service includes activities such as customer setup/activations, up-sell or cross-sell programs, customer billing inquiries and customer retention programs. Stream works closely with its clients to design and implement large scale, tailored CRM programs that provide comprehensive solutions to their specific business needs. Stream provides clients with numerous site alternatives and service options at various price points, enabling clients to build an optimal mix of service solutions to solve complex issues and create a cost efficient solution for its clients in approximately 30 different languages.

Stream generates revenues by providing CRM services from its trained workforce of 16,000 people in 16 countries across 32 service centers. Stream provides its services to clients under contracts that typically consist of a master services agreement, which contains the general terms and conditions of the client relationship, and a statement of work, which describes in detail the terms and conditions of each program Stream administers for the client. The statements of work are typically one year contracts with an evergreen provision, subject to earlier termination by the client usually on 60 to 90 days notice. Fewer than 10% of Stream’s written service contracts are for a term shorter than one year. With few exceptions, Stream’s service contracts have not obligated the client to use Stream as its exclusive service provider. Stream often administers multiple programs for a single client. Although the statement of work commitments from Stream’s clients are short, its client relationships tend to be longer term given the scale and complexity of the services it provides, coupled with the risk and costs to its clients associated with bringing business processes in-house or outsourcing them to another provider. For the same reasons, Stream’s sales cycles tend to be 6-12 months. Stream’s potential clients typically obtain bids from multiple vendors and evaluate many factors in selecting a service provider including, among other factors, the scope of services offered, the service record of the vendor and price. As a result of the foregoing, Stream markets its services to, and expects the most likely source of new business will be, multinational customers that benefit most from its international platform.

Stream’s profitability is directly affected by the capacity utilization of its service centers. It seeks to optimize existing and new service center capacity utilization during both peak (weekday) and off-peak (nights and weekends) periods in the U.S. and Europe to maximize fixed cost absorption. Management considers numerous factors that affect capacity utilization, including anticipated expirations, reductions, terminations, or expansions of existing programs and the potential size and timing of new client contracts that Stream expects to obtain. Stream reviews its capacity utilization and projected demand for future capacity on an ongoing basis. Stream anticipates continuing to open more service centers in off-shore locations where prevailing labor rates are lower than onshore North American or European markets. Stream carefully plans the development and opening of new service centers to take advantage of market opportunities while at the same time minimizing the financial effect resulting from excess capacity. To the extent that Stream faces challenges in managing the timeliness of

 

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