29 April 2004

UGS PLM Solutions, Inc. Announces Expected Offering of Debt Securities

PLANO, Texas -- UGS PLM Solutions, Inc. ("UGS" or "the Company") today announced that it expects to commence an offering under Rule 144A and Regulation S of $550 million aggregate principal amount of senior subordinated notes due 2012. A portion of the senior subordinated notes will be denominated in euros, with the remaining portion in U.S. dollars. The senior subordinated notes would be general unsecured obligations of the Company and would be subordinated to all existing and future senior debt of the Company.

The net proceeds of the offering, together with amounts borrowed under a new senior secured credit facility and the proceeds of a cash equity investment by affiliates of Bain Capital, Silver Lake Partners and Warburg Pincus (collectively, the "Sponsors"), are intended to be used to finance the previously announced purchase of the Company by BSW Holdings, Inc., an affiliate of the Sponsors, and the payment of related fees and expenses. Subject to acceptable market and interest rate conditions and other conditions, the Company anticipates completing the offering in May 2004. Upon consummation of the acquisition, the Company will change its brand to UGS.

This announcement is neither an offer to sell nor a solicitation of an offer to buy the securities described herein. The Company is offering the notes in reliance upon an exemption from registration under the Securities Act of 1933 for an offer and sale of securities that does not involve a public offering. The securities to be offered have not been and will not be registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The Company is a leading global provider of product lifecycle management (PLM) software and services that manufacturing organizations around the world rely on to design, evaluate and launch new products. UGS’ software and services enable its customers to reduce development and manufacturing costs, expedite time-to-market cycles and enhance product quality and innovation. PLM software includes Computer Aided Design (CAD), Computer Aided Engineering (CAE), and Computer Aided Manufacturing (CAM) applications, which are collectively referred to as CAx. These applications allow manufacturers to transform initial product sketches into detailed digital representations, which are then used to digitally simulate performance and design required manufacturing processes. PLM also encompasses Collaborative Product Development Management (cPDM) applications that are used to manage CAx and other product related data and to share and control that data in real-time throughout the customer’s organization and with external suppliers, designers and engineers.


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John Clendening