Virtusa’s $108 Million Strategic Equity Investment Agreement with The Orogen Group

Goodwin’s Technology team represented Virtusa Corporation in its investment agreement under which The Orogen Group will purchase shares of Virtusa’s newly issued convertible preferred stock, initially convertible into 3,000,000 shares of common stock, for an aggregate purchase price of $108 million.

The shares purchased consist of voting convertible preferred stock and a separate class of non-voting convertible preferred stock, the latter of which will automatically convert into shares of voting convertible preferred stock on a one-to-one basis upon the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

In connection with the investment, Vikram Pandit, Chairman and Chief Executive Officer of The Orogen Group, was appointed to Virtusa’s Board of Directors. Virtusa intends to use the proceeds from the sale of its convertible preferred stock to repay approximately $81 million of its senior term loan, as well as for common stock repurchases and general corporate purposes. Virtusa’s board has approved the repurchase of approximately $30 million of common stock.

Virtusa Corporation (NASDAQ GS: VRTU) is a global provider of information technology consulting and outsourcing services that accelerate business outcomes for Global 2000 companies and leading software vendors in banking and financial services, insurance, healthcare, telecommunications, technology, and media and entertainment.

The Goodwin team advising Virtusa was led by partners John Egan (Picture) and Joe Theis and included partners James Barri, Joseph Johnson and Andrea Murino; counsel Todd Hahn; and associates Ian Peck and James Xu.

Involved fees earner: John Egan – Goodwin Procter; Joseph Theis Jr. – Goodwin Procter; James Barri – Goodwin Procter; Joseph Johnson – Goodwin Procter; Ian Peck – Goodwin Procter; James Xu – Goodwin Procter; Todd Hahn – Goodwin Procter;

Law Firms: Goodwin Procter;

Clients: Virtusa Corporation;


Author: Ambrogio Visconti