FTD gets needed consents for 7¾% notes due 2014

By Susanna Moon

Chicago, Aug. 12 - FTD Group, Inc. said it received consents from holders of a majority of its outstanding 7¾% senior subordinated notes due 2014 issued by wholly owned subsidiary FTD, Inc.

As of 5 p.m. ET on Aug. 11, investors delivered tenders and consents representing 97.6% of the $170,117,000 principal amount of the notes.

The company said it received the required consents to amend the indenture and entered into a third supplemental indenture.

The consent solicitation expired at 5 p.m. ET on Aug. 11. The tender offer is scheduled to end at 5 p.m. ET on Aug. 25. It began on July 28.

The offer and solicitation are for the pending acquisition of FTD Group by United Online, Inc.

For each $1,000 principal amount, FTD said it will pay the present value of the notes to Feb. 15, 2009, the first call date of the notes, discounted using the 4½% Treasury note due Feb. 15, 2009 and 50 basis points, minus accrued interest.

Those who tender by the early deadline will receive the consent payment of $20.00 per $1,000 principal amount.

FTD added that it will also pay accrued interest.

The company previously announced that it will hold a special meeting of stockholders on Aug. 25 to consider United Online's buyout proposal, which has already been approved by FTD's board of directors.

As already noted, United Online is offering FTD shareholders $10.15 per share in cash and 0.4087 of a share of United Online common stock, for a total value of $14.38 per share of FTD common stock. The total payout to shareholders would be about $434 million.

The offer is expected to be funded with United Online cash on hand and/or borrowings under certain financings expected to be available prior to or concurrently with the closing of the acquisition of FTD.

The company is seeking tenders from holders of a majority of notes.

J.P. Morgan Securities Inc. (866 834-4666) is the dealer manager and solicitation agent, and Mackenzie Partners, Inc. (800 322-2885) is the information agent.

FTD, a worldwide provider of floral products, would operate as a wholly owned subsidiary of United Online from its existing facilities in Downers Grove, Ill., and the United Kingdom.

United Online is a Woodland Hills, Calif.-based provider of consumer internet and media services. Its services include Classmates, MyPoints, NetZero and Juno e-mail.

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