IAC pushes back pricing date in tender for 7% notes

By Jennifer Chiou

New York, July 24 - IAC/InterActiveCorp. announced that it will now set pricing on July 28 in the consent solicitation and cash tender offer for any and all of its outstanding 7% senior notes due 2013.

Pricing was previously to be determined at 2 p.m. ET on July 23.

The payout for each $1,000 principal amount of notes will be determined based on the present value on the settlement date of all future cash flow to Jan. 15, 2013, based on the bidside yield on the 3 5/8% Treasury note due Dec. 31, 2012 plus 100 basis points minus accrued interest.

When the tender offer was first announced, the spread over the yield on the Treasury note was 215 bps. The company raised the tender price for the 7% notes on July 18 by cutting the fixed spread.

The total payment will include a consent fee of $30 per $1,000 principal amount for notes tendered by the consent deadline.

All holders who tender will also receive accrued interest up to but excluding the settlement date.

The consent deadline is 5 p.m. ET on Aug. 4, extended from 5 p.m. ET on July 23. The offer expiration was pushed back to midnight ET on Aug. 11 from Aug. 6.

As previously announced, IAC has entered into an agreement with certain noteholders under which IAC has agreed, among other things, to amend the terms of the offer and consent solicitation.

The company 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.

On July 18, the company said that some holders of its 7% notes will exchange their notes for $300 million of 9½% senior unsecured notes due 2016 to be issued by Interval Leisure Group, Inc.

Investors may exchange their notes after the spinoff of Interval.

The issue and exchange of the new Interval notes are being made in connection with the spinoff of Interval, the company said.

The company previously said it has received consents from holders of more than 50% of the notes.

The exchange is intended to create a succession event for the purposes of credit default swaps, with Interval as the sole successor of IAC.

Interval had previously planned to sell $300 million of eight-year notes as a regular new issue of junk bonds. Price talk was set at 10¾%-11% on July 15.

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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