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SUBSEQUENT EVENTS
12 Months Ended
Mar. 31, 2015
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

19.SUBSEQUENT EVENTS:

 

On May 20, 2015, the Company announced it had entered into a definitive agreement to sell its IT Infrastructure Management business (ITO) to Charlesbank Capital Partners and M/C Partners.  Under the terms of the agreement, the Company will receive $140 million in cash at closing, and up to $50 million in contingent payments subject to certain performance metrics.  In addition, the Company will receive a 5% retained profits interest in the divested entity, subject to a defined value over which the Company will participate in profits.  The sale is expected to close in the second quarter of fiscal 2016 ending September 30, 2015, following the satisfaction of regulatory requirements and other customary closing conditions.  The Company will report ITO as a component of discontinued operations beginning in the first quarter of fiscal 2016.  The Company expects to report a gain on the sale.

 

The Company will use proceeds from the sale to pay down debt and to fund expansion of its share repurchase program.  As part of the revised program, the Company’s board of directors has increased its share repurchase program by $50 million.  Under the revised share repurchase program, the Company may now purchase up to $300 million of its common stock through the period ending December 31, 2016.  The Company has previously purchased $202.4 million of stock through the repurchase program, leaving remaining capacity of $97.6 million under the revised stock repurchase program.

 

The Company has also entered into an agreement to amend its credit agreement.  The effectiveness of the amendments contained in the agreement are conditioned on, among other things, the closing of the ITO disposition.  Once the ITO disposition is completed and the amendment becomes fully effective, certain financial covenants in the credit agreement will be modified for the fiscal quarters ending on September 30, 2015, December 31, 2015 and March 31, 2016.  Additionally the Company will not be entitled to declare or pay any dividends during this time and share repurchases will be limited to no more than $100 million depending on the Company’s leverage ratio.  After March 31, 2016, the debt covenants and dividend and share repurchase limitations will return to the requirements in the credit agreement in effect prior to the amendment.  In addition, the amendment revises certain definitions in the credit agreement to clarify the effect of acquisitions and dispositions on certain financial covenants.