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IAC Extends Consent Time and Expiration Time in Connection With its Tender Offer and Consent Solicitation for its 7% Senior Notes Due 2013
Wednesday, July 23, 2008
OFFER TO BE AMENDED AND RESTATED SHORTLY
NEW YORK, July 23 /PRNewswire-FirstCall/ -- IAC (Nasdaq: IACI) announced
today, in connection with its previously announced cash tender offer for 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, that
it is extending the Consent Time (as defined in the Offer to Purchase and
Consent Solicitation Statement dated June 11, 2008 (the "Offer to Purchase"))
from 5:00 p.m., New York City time, on Wednesday, July 23, 2008, to 5:00 p.m.,
New York City time, on Monday, August 4, 2008, and is extending the Expiration
Time (as defined in the Offer to Purchase) from Midnight, New York City time,
on Wednesday, August 6, 2008, to Midnight, New York City time, on Monday,
August 11, 2008. IAC also is extending the Price Determination Date (as
defined in the Offer to Purchase) from July 23, 2008 to July 28, 2008.
Holders who previously have tendered Notes do not need to retender their Notes
or take any other action in response to these extensions.
As previously announced, IAC has entered into an agreement with certain
holders of Notes pursuant to which IAC has agreed, among other things, to
amend the terms of the tender offer and consent solicitation. IAC expects to
make this amendment shortly by distribution of an Amended and Restated Offer
to Purchase and Consent Solicitation Statement (the "Amended Offer to
Purchase") and a related Amended and Restated Letter of Transmittal and
Consent. In connection with this agreement, IAC stated that the issuance and
exchange of new notes of Interval Acquisition Corp. ("Interval") for Notes
pursuant to the agreement, together with the offer to purchase and consent
solicitation as amended, are being made in connection with the spinoff of
Interval Leisure Group, Inc., and are intended to give rise to a succession
event (with Interval as the sole successor to IAC) for credit derivatives
purposes.
Except for the extension of the Consent Time, Expiration Time and Price
Determination Date as described above, the tender offer and consent
solicitation and the Offer to Purchase and related Letter of Transmittal and
Consent remain in full force and effect. The tender offer and consent
solicitation are subject to the satisfaction of certain conditions, including
(i) the Minimum Tender Condition, which requires that Notes representing not
less than a majority in aggregate principal amount of Notes outstanding
(excluding Notes owned by IAC or any of its affiliates) be validly tendered
(and not validly withdrawn) prior to the Expiration Time; (ii) 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 one or more of the
companies to be spun-off shall have occurred prior to the Expiration Time; and
(iii) the Indenture Condition, which requires that the supplemental indenture
implementing the proposed amendments shall have been executed by the indenture
trustee. IAC expects, however, that the Amended Offer to Purchase will not
include the Minimum Tender Condition.
The tender offer will expire at Midnight, New York City time, on August
11, 2008, unless further extended or earlier terminated by IAC. The consent
solicitation will expire at 5:00 p.m., New York City time, on August 4, 2008,
unless further extended or earlier terminated by IAC. The yield on the
Reference Security (as defined in the Offer to Purchase) will be calculated at
2:00 p.m. on July 28, 2008, unless the Price Determination Date is further
extended or the tender offer and consent solicitation are earlier terminated
by IAC. Except for the extensions described above, the complete terms and
conditions of the tender offer and consent solicitation are described in the
Offer to Purchase and related Letter of Transmittal and Consent.
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 has distributed 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
SOURCE IAC
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