Adesa solicits tenders, consents for 7 5/8% notes due 2012

By Laura Lutz

Des Moines, March 22 - Adesa, Inc. launched a tender offer and consent solicitation for all of its $125 million outstanding principal amount of 7 5/8% senior subordinated notes due 2012.

The company is soliciting consents to amend the notes to eliminate substantially all of the restrictive covenants and some events of default from the note indenture. Adoption of the amendments requires consents from holders of a majority of the notes.

The tender offer will expire at 8 a.m. ET on April 23.

For each $1,000 principal amount of notes tendered, the company will pay an amount based on the yield of the 4 7/8% U.S. Treasury due May 31, 2008 plus 50 basis points.

The total consideration includes $30 per $1,000 principal amount of notes tendered before the consent deadline at 5 p.m. ET on April 5. Notes tendered after the consent deadline will not receive the consent fee.

Holders who tender notes must submit consents.

The tender offer and consent solicitation are being conducted in connection with the acquisition of Adesa by affiliates of Kelso & Co., GS Capital Partners, ValueAct Capital and Parthenon Capital.

Settlement of the offer depends on conditions including settlement of the merger, receipt of consents from holders of a majority of the notes. Completion of the offer is not a condition of the merger.

Bear, Stearns & Co. Inc. (877 696-BEAR or collect 212 272-5112) is dealer manager. D.F. King & Co., Inc. (888 268-9011 or collect 212 269-5550) is information agent.

Adesa is a Carmel, Ind., provider of wholesale vehicle auctions and used vehicle dealer floorplan financing.

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