FTD Group, Inc. (NYSE: FTD), a leading international
provider of floral related products and services, announced today that
its wholly owned subsidiary FTD, Inc. (“FTDI”)
commenced a cash tender offer for any and all of the $170,117,000
aggregate outstanding principal amount of FTDI’s
7.75% senior subordinated notes due 2014 (CUSIP No. 30265Q AB 5). In
conjunction with the tender offer, noteholder consents are being
solicited to effect certain amendments and waivers to the indenture
governing the notes. The tender offer and the consent solicitation are
being conducted in connection with the pending acquisition of FTD by
United Online, Inc. (“UOL”).
The closing of the acquisition of FTD remains subject to certain
conditions, including FTD’s receipt of
stockholder approval and UOL’s receipt of the
proceeds of certain financing. The special meeting of FTD stockholders
to consider and vote on the acquisition has been scheduled for August
25, 2008, and the acquisition is expected to close shortly thereafter.
The tender offer is conditioned on, among other things, consummation of
the acquisition.
The tender offer is scheduled to expire at 5:00 p.m., New York City
time, on August 25, 2008, unless extended or earlier terminated by FTDI
(the “Expiration Date”),
including any extension required because the conditions to the closing
of the acquisition of FTD have not been satisfied as of that date. The
consent solicitation is scheduled to expire at 5:00 p.m., New York City
time, on August 11, 2008, unless extended or earlier terminated by FTDI
(the “Consent Date”).
Subject to the terms and conditions of the tender offer and consent
solicitation, FTDI will pay the “Total
Consideration” to the holders who properly
tender (and do not withdraw) their notes and deliver (and do not revoke)
their consents to the proposed amendments prior to the Consent Date. The “Total
Consideration” for each $1,000 principal
amount of notes validly tendered and not validly withdrawn before the
Consent Date shall be the price equal to the present value on the date
on which FTDI accepts for payment all notes that are validly tendered
(and, in the case of notes tendered before the Consent Date, not validly
withdrawn before the Consent Date) (the “Payment
Date”) of all future cash flows on such notes
to February 15, 2009, the first call date of the notes (the “Call
Date”), assuming that the principal amount of
the notes would be repurchased in full on the Call Date and that the
yield to the Call Date is equal to the sum of (i) the yield on the 4.5%
U.S. Treasury Note due February 15, 2009, as of 2:00 p.m., New York City
time, on August 11, 2008, unless extended, plus (ii) 50 basis points
minus accrued and unpaid interest from the most recent interest payment
date preceding the Payment Date to, but excluding, the Payment Date.