Definitive Additional Materials





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These supplemental disclosures to the definitive proxy statement on Schedule 14A, which we refer to as the definitive proxy statement, filed by APAC Customer Services, Inc., which we refer to as the Company or APAC, with the United States Securities and Exchange Commission on September 15, 2011, are being made to update certain information and to respond to certain allegations made by plaintiffs in stockholder litigation relating to the Agreement and Plan of Merger, which we refer to as the merger agreement, dated as of July 6, 2011, by and among APAC, Blackhawk Acquisition Parent, LLC, or Parent, and Blackhawk Merger Sub, Inc., or Merger Sub, a wholly-owned subsidiary of Parent, providing for the merger of Merger Sub with and into the Company, which we refer to as the merger. Defined terms used but not defined herein have the meanings set forth in the definitive proxy statement.


This supplemental disclosure is being filed in connection with a memorandum of understanding entered into on September 28, 2011, which we refer to as the Memorandum of Understanding, regarding the settlement of certain litigation relating to the merger agreement. As previously disclosed beginning on pages 5 and 43 of the definitive proxy statement, a purported class action complaint was brought against APAC, the Board, OEP, Parent and Merger Sub.

The Company believes that no further disclosure is required to supplement the definitive proxy statement under applicable laws; however, to avoid the risk that the action may delay or otherwise adversely affect the consummation of the merger and to minimize the expense of defending such actions, the Company has agreed, pursuant to the terms of the Memorandum of Understanding, to make certain supplemental disclosures related to the proposed merger, all of which are set forth below.


These supplemental disclosures should be read in conjunction with the definitive proxy statement, which should be read in their entirety.

The Merger—Opinion of Credit Suisse Securities (USA) LLC

The following disclosure supplements the second paragraph on page 32 of the definitive proxy statement under the heading “Miscellaneous” by inserting the language below between the third and fourth sentences.

The aggregate compensation received by Credit Suisse from the Company for services provided during the two years preceding the date of its opinion was not material.

The following disclosure supplements and restates the table entitled “Management Forecasts” on page 34 of the definitive proxy statement.

Management Forecasts


     ($ in millions)  
     2010A     2011E     2012E     2013E     2014E     2015E  

Total Revenue

   $ 326      $ 367      $ 418      $ 458      $ 500      $ 542   

% Growth

     11.2     12.5     13.9     9.7     9.1     8.5

Total EBITDA(1)

   $ 49      $ 59      $ 67      $ 74      $ 82      $ 89   

% Margin

     15.1     16.0     16.0     16.2     16.3     16.4

Unlevered Free Cash Flow

   $ 16      $ 26      $ 30      $ 37      $ 37      $ 41   

% of Revenue

     4.9     7.1     7.2     8.0     7.5     7.6


(1) 2011 pro forma for acquisition of SEI, LLC, which assumes full annual EBITDA of $2.4 million.