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FTD Group, Inc. Announces Tender Offer and Consent Solicitation for All of FTD, Inc.'s Senior Subordinated Notes
Monday, July 28, 2008 5:29 PM


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 The “Total Consideration” for each $1,000 principal amount of notes validly tendered and not validly withdrawn before the Consent Date shall be the price equal to the present value on the date on which FTDI accepts for payment all notes that are validly tendered (and, in the case of notes tendered before the Consent Date, not validly withdrawn before the Consent Date) (the “Payment Date”) of all future cash flows on such notes to February 15, 2009, the first call date of the notes (the “Call Date”),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.



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