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SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Rule 144-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
EFTC CORPORATION
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(Name of Subject Company (Issuer))
THAYER-BLUM FUNDING, L.L.C.
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(Name of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))
COMMON STOCK PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
268443-10-8
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(CUSIP Number of Class of Securities)
Jeffrey W. Goettman
THAYER-BLUM FUNDING, L.L.C.
1455 Pennsylvania Avenue, N.W.
Suite 350
Washington, D.C. 20004
Telephone: (202) 371-0150
Copy to:
Eric A. Stern, Esq.
Latham & Watkins
1001 Pennsylvania Ave., N.W.
Suite 1300
Washington, D.C. 20004
Telephone: (202) 627-2200
[ ] Check the box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
THAYER-BLUM FUNDING, LLC & EFTC CORPORATION
EFTC CORPORATION (NASDAQ: EFTC)
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[EFTC LETTERHEAD APPEARS HERE]
For Immediate Release
EFTC REPORTS RECAPITALIZATION AND REFINANCING
DENVER, CO-March 30, 2000-EFTC Corporation (NASDAQ: EFTC), a leading provider of
high mix electronic manufacturing services, reported that it has entered into an
agreement for a public Recapitalization of EFTC by Thayer Equity Investors IV,
L.P. (Thayer) and BLUM Capital Partners, L.P. (BLUM). Under the
recapitalization, Thayer and BLUM will invest a total of $54 million in Senior
Subordinated Exchangeable Notes and warrants, and will subsequently undertake a
tender offer of up to 8,250,000 but not less than 500,000 shares of the
outstanding common stock of EFTC at a price of $4.00 per share. The Company has
also entered into a new revolving line of credit with a maturity date of March
2003.
The Exchangeable Notes initially provide for a paid in kind (PIK) interest rate
of 15%. In addition, warrants to purchase approximately 3,100,000 shares of
EFTC's common stock will be issued at an exercise price of $.01 per share. The
Company's shareholders will be required to approve certain aspects of the
transactions, as required by the rules applicable to NASDAQ National Market
issuers. The warrants will not become exercisable and will expire, unless
shareholder approval is not received or the tender offer is not consummated.
Additionally, the Exchangeable Notes will be replaced with Senior Subordinated
Convertible Notes (Convertible Notes) upon receipt of shareholders approval and
consummation of the tender offer.
The Convertible Notes will provide for interest at 8.875% payable in additional
Convertible Notes. The Convertible Notes will be convertible into EFTC common
stock at $2.60 per share, which may be subject to adjustment and conversion will
occur upon the election of the holders or if EFTC's common stock trades above
$7.50 per share for 45 consecutive trading days. Commencing on the third
anniversary of the closing date the Convertible Notes will automatically convert
if EFTC's common stock trades above $4.25 for 45 consecutive trading days.
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If shareholder approval does not occur or the tender offer is not consummated,
the Warrants will remain in place and the interest rate on PIK Exchangeable
Notes will be increased to 20% with a maturity date of June 2006.
Thayer and BLUM will be entitled to designate two directors upon closing of its
initial investment. Upon shareholder approval and consummation of the tender
offer, Thayer and BLUM will be entitled to a majority of directorships.
EFTC, a provider of high-mix electronic services, is headquartered in Denver,
Colorado and employs over 1,500 people nationwide. EFTC provides it services
primarily to OEM customers in the avionics, medical, instrumentation, and
communications industries.
Thayer Capital Partners is a private equity investment firm based in Washington,
DC. Thayer manages two private equity funds with more than $1.2 billion under
management. The firm focuses on buyouts and growth equity investments in four
primary industries: information technology and services, electronics and
outsourced manufacturing travel and leisure services, and outsourced business
services.
BLUM Capital Partners is a San Francisco based private equity and strategic
block investment firm with $2 billion in capital under management. BLUM has
invested in a wide variety of businesses and has been successful initiating
value-enhancing strategies, including going-private transactions, equity
infusions to either restructure a balance sheet or provide growth capital, share
repurchases, acquisition program, and business unit divestitures.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES OF THE COMPANY. AT THE TIME THE OFFER IS COMMENCED, THAYER AND
BLUM WILL FILE A TENDER OFFER STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION AND EFTC WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH
RESPECT TO THE OFFER. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION WHICH
SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER
DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION STATEMENT, WILL BE MADE
AVAILABLE TO ALL STOCKHOLDERS OF EFTC AT NO EXPENSE TO THEM. THE TENDER OFFER
STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER TO THE
TRANSMITTAL, AND THE OTHER OFFER DOCUMENTS FILED WITH THE COMMISSION) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE AT NO CHARGE AT THE
COMMISSION'S WEBSITE AT www.sec.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
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1995. Certain of the statements contained in this press release, are
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forward-looking statements that involve a number of risks and uncertainties.
Such forward-looking statements include any assumptions that shareholders will
approve the transaction and that the tender offer will be consummated.
Factors that could cause actual results to differ materially include the
following: business conditions and growth in the Company's industry and in the
general economy, competitive factors risks that orders may be
2
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subject to cancellation; risks due to shifts in market demand; risks inherent
with predicting revenue and earnings outcomes; uncertainties involved in
implementing improvements in the manufacturing process; uncertainties regarding
potential tax refunds, uncertainties regarding application of accounting
principles; the ability of the Company to complete acquisitions, and the risk
factors listed from time to time in the Company's reports filed with the
Securities and Exchange Commission as well as assumptions regarding the
foregoing.
The Company undertakes no obligation to publicly update or revise any forward-
looking statements whether as a result of new information, future events, or
otherwise. Readers are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties and
that actual results may differ materially from those indicated in the forward-
looking statements as a result of various factors. Readers are cautioned not to
place undue reliance on these forward-looking statements.
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