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IAC starts tender offer, consent bid for 7% notes
By Susanna Moon
Chicago, June 11 - IAC said it began a cash tender offer and consent solicitation for its 7% senior notes due 2013.
The offer will expire at midnight ET on July 9. The consent deadline is 5 p.m. ET on June 24.
For each $1,000 principal amount, the payout will be based on the present value on the settlement date of all future cash flow to Jan. 15, 2013, based on the bid-side yield on the 3 5/8% Treasury note due Dec. 31, 2012 as of 2 p.m. ET on June 24 plus 215 basis points minus accrued interest.
The total payment includes a consent fee of $30 per $1,000 principal amount for notes tendered by the consent deadline.
The company will also pay accrued interest up to but excluding the settlement date.
IAC said it is soliciting consents to amend the indenture to eliminate all of the restrictive covenants and some events of default.
Holders may not tender their notes without delivering consents or vice versa.
The proposed amendments require consents from holders of a majority of the notes.
The offer also requires that IAC satisfy or waive all conditions of the proposed spinoffs to its stockholders. The distribution of shares of any company to be spun off must occur before the expiration, and the supplemental indenture implementing the proposed amendments must be executed.
Consummation of the tender offer and consent solicitation is not a condition to any of the proposed spinoffs, the company said.
Morgan Stanley & Co., Inc. (800 624-1808 or collect at 212 761-1941) is the dealer manager. MacKenzie Partners, Inc. (800 322-2885 or collect at 212 929-5500) is the information agent.
IAC is a New York-based operator of diversified businesses in sectors being transformed by the internet.
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