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IAC Announces Pricing for Its Tender Offer and Consent Solicitation for Its 7% Senior Notes Due 2013

2008-07-29 18:13:00

IAC Announces Pricing for Its Tender Offer and Consent Solicitation for Its 7% Senior Notes Due 2013

    NEW YORK, July 29 /EMWNews/ -- IAC (Nasdaq: IACI)

announced today the determination of the Offer Yield and Total

Consideration (each as defined below) in connection with its previously

announced cash tender offer to purchase any and all of its outstanding 7%

Senior Notes due 2013 (the "Notes") (CUSIP Nos. 902984AD5 & 902984AC7 /

ISINs US902984AD51, US902984AC78 & USU9033KAA26) and related consent

solicitation to amend the indenture governing the Notes. The tender offer

and consent solicitation are made upon the terms and subject to the

conditions set forth in the Amended and Restated Offer to Purchase and

Consent Solicitation Statement dated July 24, 2008 (the "Offer to

Purchase") and the related Amended and Restated Letter of Transmittal and

Consent. Those documents more fully set forth the terms of the tender offer

and consent solicitation. Holders who previously have tendered Notes do not

need to retender their Notes or take any other action in response to this

announcement.



    The Offer Yield is equal to (i) the yield on the 3.625% U.S. Treasury

Note due December 31, 2012 (the "Reference Security"), based on the

bid-side price for the Reference Security, as of 2:00 p.m., New York City

time, on July 28, 2008, as displayed on the Bloomberg Government Bond

Trader, Page BBT5, plus (ii) 100 basis points. The yield on the Reference

Security as of such time was 3.214% and, accordingly, the Offer Yield is

4.214%. Based on an assumed Settlement Date (as defined below) of August

12, 2008, the total consideration (the "Total Consideration") offered for

each $1,000 principal amount of Notes validly tendered and not validly

withdrawn prior to the Consent Time (as defined below), and accepted for

payment pursuant to the tender offer and consent solicitation, is

$1,111.36. The Total Consideration includes a consent payment of $30 per

$1,000 principal amount of the Notes, which will be payable only in respect

of the Notes purchased in the tender offer that are tendered prior to the

Consent Time. Holders who validly tender their Notes after the Consent Time

and prior to the Expiration Time (as defined below) will not be eligible to

receive the consent payment pursuant to the tender offer and consent

solicitation, and accordingly will only be eligible to receive an amount

equal to the Total Consideration less the consent payment pursuant to the

tender offer and consent solicitation. Holders whose Notes are accepted for

payment in the tender offer will also be paid accrued and unpaid interest,

if any, from the most recent interest payment date preceding the Settlement

Date to, but excluding, the Settlement Date. IAC may set a new Price

Determination Time (as defined in the Offer to Purchase) in the manner set

forth in the Offer to Purchase and, in that event, the Offer Yield and

Total Consideration would be recalculated as of such new Price

Determination Time.



    The tender offer will expire at Midnight, New York City time, on

Monday, August 11, 2008, unless extended or earlier terminated by IAC (the

"Expiration Time"). In order to be eligible to receive the Total

Consideration for tendered Notes, holders must validly tender and not

validly withdraw their Notes at or prior to 5:00 p.m., New York City time,

on Monday, August 4, 2008, unless extended or earlier terminated by IAC

(the "Consent Time"). Tendered Notes may not be withdrawn and consents may

not be revoked after the Consent Time except under very limited

circumstances.



    IAC expects to pay for any Notes purchased pursuant to the tender offer

and consent solicitation in same-day funds promptly following the

Expiration Time (the date of such payment, the "Settlement Date").



    The tender offer and consent solicitation are subject to the

satisfaction of certain conditions, including (i) the Spin-Off Condition,

which requires that all conditions precedent to the previously announced

proposed spin-offs to IAC's stockholders shall have been satisfied or

waived by IAC and the distribution of shares of Interval Leisure Group,

Inc. shall have occurred prior to the Expiration Time; and (ii) the

Indenture Condition, which requires that the supplemental indenture

implementing the proposed amendments shall have been executed by the

indenture trustee. The tender offer is no longer conditioned on any minimum

amount of Notes being tendered.



    IAC has retained Morgan Stanley & Co., Incorporated to act as the

Dealer Manager for the tender offer and the Solicitation Agent for the

consent solicitation. Questions regarding the tender offer and the consent

solicitation may be directed to Morgan Stanley at (800) 624-1808

(toll-free) or (212) 761-1941 (collect) (Attn: Liability Management).

Requests for documentation may be directed to MacKenzie Partners, Inc., the

Information Agent for the tender offer and consent solicitation, at (800)

322-2885 (toll-free) or (212) 929-5500 (collect).



    This press release is for informational purposes only and is neither an

offer to purchase nor a solicitation of an offer to sell the Notes. This

press release also is not a solicitation of consents to the proposed

amendments to the indenture and the Notes. The tender offer and consent

solicitation are being made solely by means of the tender offer and consent

solicitation documents, including the Offer to Purchase that IAC is

distributing to holders of Notes. The tender offer and consent solicitation

are not being made to holders of Notes in any jurisdiction in which the

making or acceptance thereof would not be in compliance with the

securities, blue sky or other laws of such jurisdiction.



    Important Information



    The matters discussed herein contain forward-looking statements. These

statements involve risks and uncertainties. Additionally, IAC is subject to

other risks and uncertainties set forth in its filings with the Securities

and Exchange Commission. These risks and uncertainties could cause actual

results to differ materially from any forward-looking statements made

herein.



    About IAC



    IAC operates leading and diversified businesses in sectors being

transformed by the internet, online and offline... our mission is to

harness the power of interactivity to make daily life easier and more

productive for people all over the world. To view a full list of the

companies of IAC please visit our website at http://iac.com.




Contacts IAC Investor Relations: IAC Corporate Communications: Eoin Ryan Stacy Simpson/ Leslie Cafferty (212) 314-7400 (212) 314-7470/ 7326

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