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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(the "Total Consideration") offered for each $1,000 principal amount of Notes validly tendered and not validly withdrawn prior to the Consent Time (as defined below), and accepted for payment pursuant to the tender offer and consent solicitation, is $1,111.36.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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