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Subsequent Events
6 Months Ended
Jul. 31, 2010
Subsequent Events  
Subsequent Events

21. SUBSEQUENT EVENTS

Sale of Land

On September 16, 2010, Comverse Ltd. entered into an agreement for the sale of land in Ra'anana, Israel to a third party for approximately $28.5 million. Approximately $27.1 million of such proceeds were received in September 2010. The balance, which was originally held in escrow to cover, to the extent necessary, any applicable taxes and levies, was received in May 2011. The sale was consummated following a bid process during which the Company considered multiple offers. The land sale was pursued as part of the initiatives undertaken by management to improve the Company's cash position.

Sale of Ulticom

On December 3, 2010, Ulticom, Inc. completed a merger with an affiliate of Platinum Equity Advisors LLC (see Note 15, Discontinued Operations).

Sale of Shares of Verint Systems' Common Stock

Effective July 15, 2010, CTI made a demand pursuant to a Registration Rights Agreement with Verint to have up to 2.8 million shares of Verint Systems' common stock registered in a registration statement on Form S-1. On January 14, 2011, CTI completed the sale of 2.3 million shares of Verint Systems' common stock in a secondary public offering for aggregate proceeds net of underwriting discounts and commissions of $76.5 million. The offering was completed as part of the initiatives undertaken by management to improve the Company's cash position. Following completion of the offering, CTI maintained a controlling financial interest in Verint Systems' common stock and, in accordance with the FASB's guidance, accounted for the sale of shares of Verint Systems' common stock as an equity transaction. As a result, the Company increased "Additional paid-in capital" by $52.2 million, increased "Noncontrolling interest" by $4.5 million representing the change in ownership interest of the noncontrolling shareholders and increased "Accumulated other comprehensive income" by $2.6 million.

Verint's New Credit Facility

On April 29, 2011, Verint (i) entered into a Credit Agreement (the "New Credit Agreement") with a group of lenders (the "Lenders") and Credit Suisse AG, as administrative agent and collateral agent for the Lenders (in such capacities, the "Agent") and (ii) terminated that certain credit agreement dated May 25, 2007 (the "Prior Facility").

New Credit Agreement

The New Credit Agreement provides for $770.0 million of secured senior credit facilities, comprised of a $600.0 million term loan maturing in October 2017 (the "Term Loan Facility") and a $170.0 million revolving credit facility maturing in April 2016 (the "Revolving Credit Facility"), subject to increase (up to a maximum increase of $300.0 million) and reduction from time to time according to the terms of the New Credit Agreement. As of April 30, 2011, Verint had no outstanding borrowings under the Revolving Credit Facility.

The majority of the Term Loan Facility proceeds were used to repay all $583.2 million of outstanding term loan borrowings under the Prior Facility at the closing date of the New Credit Agreement.

The New Credit Agreement included an original issuance Term Loan Facility discount of 0.50%, or $3.0 million, resulting in net Term Loan Facility proceeds of $597.0 million. This discount will be amortized as interest expense over the term of the Term Loan Facility using the effective interest method.

Loans under the New Credit Agreement bear interest, payable quarterly or, in the case of Eurodollar loans with an interest period of three months or shorter, at the end of any interest period, at a per annum rate of, at Verint's election:

 

(a) in the case of Eurodollar loans, the Adjusted LIBO Rate plus 3.25% (or if Verint's corporate ratings are at least BB- and Ba3 or better, 3.00%). The "Adjusted LIBO Rate" is the greater of (i) 1.25% per annum and (ii) the product of the LIBO Rate and Statutory Reserves (both as defined in the New Credit Agreement), and

(b) in the case of Base Rate loans, the Base Rate plus 2.25% (or if Verint's corporate ratings are at least BB- and Ba3 or better, 2.00%). The "Base Rate" is the greatest of (i) the Agent's prime rate, (ii) the Federal Funds Effective Rate (as defined in the New Credit Agreement) plus 0.50% and (iii) the Adjusted LIBO Rate for a one month interest period plus 1.00%.

Verint incurred debt issuance costs of $14.8 million associated with the New Credit Agreement, which has been deferred and classified within "Other assets." The deferred costs will be amortized as interest expense over the term of the New Credit Agreement. Deferred costs associated with the Term Loan Facility were $10.2 million, and will be amortized using the effective interest method. Deferred costs associated with the Revolving Credit Facility were $4.6 million and will be amortized on a straight-line basis.

At the closing date of the New Credit Agreement, there were $9.0 million of unamortized deferred costs associated with the Prior Facility. Upon termination of the Prior Facility and repayment of the prior term loan, $8.1 million of these fees were expensed as a loss on extinguishment of debt. The remaining $0.9 million of these fees were associated with lenders that provided commitments under both the new and the prior revolving credit facilities, which will continue to be deferred and amortized over the term of the New Credit Agreement.

As of April 30, 2011, the interest rate on the Term Loan Facility was 4.50%. Including the impact of the 0.50% original issuance Term Loan Facility discount and the deferred debt issuance costs, the effective interest rate on Verint's Term Loan Facility was approximately 4.90% as of April 30, 2011.

Verint is required to pay a commitment fee with respect to undrawn availability under the Revolving Credit Facility, payable quarterly, at a rate of 0.50% per annum, and customary administrative agent and letter of credit fees.

The New Credit Agreement requires Verint to make term loan principal payments of $1.5 million per quarter through August 2017, beginning in August 2011, with the remaining balance due in October 2017. Optional prepayments of the loan are permitted without premium or penalty, other than customary breakage costs associated with the prepayment of loans bearing interest based on LIBO Rates and a 1.0% premium applicable in the event of a Repricing Transaction (as defined in the New Credit Agreement) prior to April 30, 2012. The loans are also subject to mandatory prepayment requirements with respect to certain asset sales, excess cash flow (as defined in the New Credit Agreement), and certain other events. Prepayments are applied first to the eight immediately following scheduled term loan principal payments, and then pro rata to other remaining scheduled term loan principal payments, if any, and thereafter as otherwise provided in the New Credit Agreement.

Verint Systems' obligations under the New Credit Agreement are guaranteed by substantially all of Verint's domestic subsidiaries and are secured by a security interest in substantially all assets of Verint and its guarantor subsidiaries, subject to certain exceptions. Verint's obligations under the New Credit Agreement are not guaranteed by CTI and are not secured by any of CTI's assets.

The New Credit Agreement contains customary negative covenants for credit facilities of this type, including limitations on Verint and its subsidiaries with respect to indebtedness, liens, nature of business, investments and loans, distributions, acquisitions, dispositions of assets, sale-leaseback transactions and transactions with affiliates. Accordingly, the New Credit Agreement precludes Verint Systems from paying cash dividends and limits its ability to make asset distributions to its stockholders, including CTI. The New Credit Agreement also contains a financial covenant that requires Verint to maintain a Consolidated Total Debt to Consolidated EBITDA (each as defined in the New Credit Agreement) leverage ratio until July 31, 2013 no greater than 5.00 to 1.00 and, thereafter, no greater than 4.50 to 1.00. The limitations imposed by the covenants are subject to certain exceptions. As of April 30, 2011, Verint was in compliance with such requirements.

The New Credit Agreement also contains a number of affirmative covenants, including a requirement that Verint submit consolidated financial statements to the Lenders within certain periods after the end of each fiscal year and quarter.

The New Credit Agreement provides for customary events of default with corresponding grace periods, including failure to pay principal or interest under the New Credit Agreement when due, failure to comply with covenants, any representation or warranty made by Verint proving to be inaccurate in any material respect, defaults under certain other indebtedness of Verint or its subsidiaries, a Change of Control (as defined in the New Credit Agreement) of Verint, and certain insolvency or receivership events affecting Verint or its significant subsidiaries. Upon an event of default, all obligations of Verint owing under the New Credit Agreement may be declared immediately due and payable, and the Lenders' commitments to make loans under the New Credit Agreement may be terminated.

Verint's Acquisitions

In December 2010, Verint acquired certain technology and other assets in a transaction that qualified as a business combination. Total consideration for this acquisition, including potential future contingent consideration, will be less than $20.0 million. The impact of this acquisition was not material to the Company's condensed consolidated financial statements. The fair value of Verint's liability for contingent consideration related to this acquisition increased by $1.9 million during the three months ended April 30, 2011, resulting in a corresponding charge recorded within "Selling, general and administrative expenses" for that fiscal period.

In March 2011, Verint acquired a company for total consideration, including potential future contingent consideration, of less than $20.0 million. The impact of this acquisition was not material to the Company's condensed consolidated financial statements.

On July 19, 2011, Verint entered into a definitive agreement to acquire, upon closing, Vovici Corporation ("Vovici"), a privately held provider of enterprise feedback management solutions. Verint acquired Vovici to expand its Voice of the Customer Analytics platform. Under the terms of the agreement, Verint will be acquiring Vovici for a total cash consideration of approximately $56.5 million to be paid at closing, subject to certain adjustments, and potential additional cash payments not to exceed $19.9 million over 18 months, contingent upon certain future performance.

Restructuring Initiatives

Third Quarter 2010 Restructuring Initiative

During the three months ended October 31, 2010, the Company commenced the first phase of a plan to restructure the operations of Comverse with a view towards aligning operating costs and expenses with anticipated revenue. The first phase of the plan includes termination of certain employees located primarily in Israel, the U.S., Asia Pacific and the United Kingdom. In relation to this first phase, the Company recorded severance-related costs of $11.6 million and facilities-related costs of $0.2 million during the fiscal year ended January 31, 2011. Severance-related and facilities-related costs of $9.1 million and $0.1 million, respectively, were paid during the fiscal year ended January 31, 2011. Severance-related costs of $1.2 million and facility-related costs of $0.1 million were paid during the three months ended April 30, 2011, with the remaining costs of $1.3 million expected to be substantially paid by January 31, 2012.

During the three months ended April 30, 2011, Comverse commenced the implementation of a second phase of measures (the "Phase II Business Transformation") that focuses on process reengineering to maximize business performance, productivity and operational efficiency, as described below.

Netcentrex 2010 Initiative

During the three months ended October 31, 2010, Comverse's management, as part of initiatives to improve focus on its core business and to maintain its ability to face intense competitive pressures in its markets, began pursuing a wind down of the Netcentrex business. In connection with the wind down, Comverse's management approved a restructuring plan to eliminate staff positions primarily located in France. In relation to this plan, the Company recorded severance-related costs of $10.9 million during the fiscal year ended January 31, 2011 and $6.6 million of severance-related costs were recorded during the three months ended April 30, 2011. Severance-related costs of $8.0 million were paid during the fiscal year ended January 31, 2011 and $3.5 million of such costs were paid during the three months ended April 30, 2011, with the remaining costs of $6.7 million expected to be substantially paid by January 31, 2012. As an alternative to a wind down, management continues to evaluate other strategic options for the Netcentrex business.

Phase II Business Transformation

During the fiscal year ended January 31, 2011, the Company commenced certain initiatives to improve its cash position, including a plan to restructure the operations of Comverse with a view towards aligning operating costs and expenses with anticipated revenue. Comverse implemented the first phase of such plan during the fiscal year ended January 31, 2011, reducing its annualized operating costs. During the three months ended April 30, 2011, Comverse commenced the implementation of the Phase II Business Transformation that focuses on process reengineering to maximize business performance, productivity and operational efficiency. As part of the Phase II Business Transformation, Comverse is in the process of creating new business units (BSS, VAS, Mobile Internet and Global Services) that are designed to improve operational efficiency and business performance. One of the primary purposes of the Phase II Business Transformation is to solidify Comverse's leadership in BSS and leverage the growth in mobile data usage, while maintaining its leadership in VAS. In relation to the Phase II Business Transformation, Comverse recorded severance-related costs of $4.5 million during the three months ended April 30, 2011, of which $3.8 million were paid during such fiscal period with the remaining costs of $0.7 million expected to be substantially paid by January 31, 2012. The Company is currently in the process of evaluating the total cost of the Phase II Business Transformation which may result in additional charges.

Appointment of Chief Executive Officer

On February 25, 2011, the Company and Andre Dahan entered into a Separation and Consulting Agreement, pursuant to which, by mutual agreement, Mr. Dahan agreed to (i) resign as the Company's President and Chief Executive Officer and as a member of the Board of Directors of the Company and each of its subsidiaries effective March 4, 2011 and (ii) serve as a consultant to the Company until June 4, 2011.

Also, on February 25, 2011, the Board of Directors appointed Charles J. Burdick, who then served as the Company's non-executive Chairman of the Board, as Chairman and Chief Executive Officer, effective March 4, 2011.

As a result of Mr. Burdick's appointment as Chief Executive Officer, Mr. Burdick was no longer "independent" for purposes of serving on the Board's Audit Committee and Corporate Governance and Nominating Committee and, consequently, resigned from such committees.

Section 12(j) Administrative Proceeding

On July 13, 2011, CTI entered into an agreement in principle with the SEC's Division of Enforcement regarding the terms of a settlement of the Section 12(j) administrative proceeding against CTI. The agreement in principle is subject to approval by the SEC (see Note 20, Commitments and Contingencies, for additional information regarding recent developments in the Section 12(j) administrative matter).

Future Payments Under the Consolidated Shareholder Class Action Settlement Agreement

As a result of CTI's receipt of net proceeds from the redemption of certain ARS, a portion of the amount otherwise payable under the settlement agreement for the consolidated shareholder class action on November 15, 2011 will be payable in cash on or before October 18, 2011 (see Note 20, Commitments and Contingencies, for additional information regarding the settlement agreement).