FTD Group, Inc. (NYSE: FTD), a leading international
provider of floral related products and services, announced that, as of
5:00 p.m., New York City time, on Monday, August 11, 2008, tenders and
consents representing approximately 97.6% of the $170,117,000 aggregate
principal amount of outstanding 7.75% senior subordinated notes due 2014
of its wholly owned subsidiary FTD, Inc. (“FTDI”)
had been received. FTDI has received the requisite consents from holders
of the notes to effect certain amendments and waivers to the indenture
governing such notes and has entered into a third supplemental indenture
with respect to the notes, which, upon becoming operative upon FTDI’s
acceptance of consents following the Expiration Date (as defined below),
will eliminate substantially all of the restrictive covenants and
certain events of default and waive any and all defaults resulting from
the consummation of the pending acquisition of FTD by United Online,
Inc. (“UOL”) and the
financing in connection with that acquisition. The obligations to accept
for payment and to pay for the notes remain subject to certain
conditions, including, among other things, the consummation of UOL’s
acquisition of FTD.
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 expired at 5:00 p.m., New York City time, on August
11, 2008 (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
tendered (and did not withdraw) their notes and delivered (and did not
revoke) their consents to the proposed amendments prior to the Consent
Date.
Holders who validly tender their notes after the Consent Date and prior
to the Expiration Date will be eligible to receive the “Tender
Offer Consideration”.
