This excerpt taken from the XRIT DEF 14A filed Sep 26, 2008.
X-Rite has entered into the Investment Agreements with OEP, Sagard and Tinicum under which, subject to the terms and conditions therein, the Company will sell an aggregate of 46,904,763 shares of its common stock to the Investors for an aggregate purchase price of $155 million in cash. X-Rite will use the proceeds from the transaction (i) to partially repay indebtedness under the First Lien Credit Agreement and the Second Lien Credit Agreement; (ii) to settle amounts payable by the Company pursuant to certain interest rate swap agreements between the Company and Goldman Sachs Capital Markets, L.P. that have previously been terminated; (iii) to repay certain amounts outstanding under the Mortgage and Security Agreement dated as of June 30, 2006 by and between the Company and Fifth Third Bank, as amended; (iv) to pay fees and expenses incurred in connection with the Recapitalization; and (v) for general corporate purposes, if there are any remaining proceeds. X-Rites board of directors (the Board) will consist of nine members following completion of the Recapitalization. In connection with the Investors investment, and subject to certain terms and conditions, X-Rite has agreed to appoint three individuals designated by OEP and one individual designated by Sagard to the Board and to permit one individual designated by Tinicum to be an observer at Board meetings. The five remaining directors will not be affiliated with or designated by the Investors.