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February 22, 1988

STERLING SWAPS BUY-OUT PLAN FOR BUY-IN

By CBR Staff Writer

Sterling Software Inc has abandoned plans for a buy-out to take the Dallas, Texas company private, and instead will seek to reduce the number of its shares outstanding by half, and further increase their scarcity value by exchanging its convertibles for straight debt. Sterling proposes to tender for up to 3m of the 6m shares out on a Dutch auction basis at a price between $9 and $10, financing the buy-in with a line of credit from commercial banks, and to exchange its $106.5m of 8% subordinated convertible debentures due 2001, for new 11% notes due 1998. Exchange of a majority of the debentures is required if the share buy-in programme is to be completed.

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