A summary of the consideration offered in the Exchange Offers is set forth in the table below:
Existing Notes |
Outstanding |
Total Consideration Amount (in Principal Amount) for each |
CUSIP No. 00828D AN1 |
|
|
CUSIP No. 008294 AE0
|
|
|
CUSIP No. 00831L AC2 |
|
|
___________ |
|
(1) |
In addition, with respect to the Notes Election (as defined below), accrued and unpaid interest to, but not including, the Settlement Date (as defined below) for the Existing Notes accepted for purchase will be paid on the Settlement Date in the form of New Notes and New Warrants. The option for Eligible Holders to receive New Notes and New Warrants in exchange for Existing Notes tendered is referred to herein as the “Notes Election.” |
(2) |
In addition, with respect to the Cash Election (as defined below), accrued and unpaid interest to, but not including, the Settlement Date for the Existing Notes accepted for purchase will be paid on the Settlement Date in the form of cash. The option for Eligible Holders to receive an amount in cash in exchange for Existing Notes tendered is referred to herein as the “Cash Election.” |
The changes to the terms and conditions of the Exchange Offers were approved by the required holders party to the previously announced support agreement in accordance with its terms.
Based on the receipt of the required consents to the Amendments, (1)
The Exchange Offers
The Exchange Offers are open only to (i) holders who are “qualified institutional buyers,” (ii) holders who are institutional “accredited investors” and (iii) holders who are not “
It is expected that the settlement date for the Exchange Offers (the “Settlement Date”) will be
Consummation of the Exchange Offers is conditioned upon the satisfaction or waiver of the conditions set forth in the confidential offering memorandum and consent solicitation statement dated
The Exchange Offers are being made solely to Eligible Holders upon the terms and subject to the conditions set forth in the Offering Memorandum and the Letter of Transmittal. Only Eligible Holders who certify to their status as Eligible Holders may receive copies of the Offering Memorandum and Letter of Transmittal and participate in the Exchange Offers. Holders wishing to certify that they are Eligible Holders and be eligible to receive a copy of the Offering Memorandum and Letter of Transmittal should contact the Information and Exchange Agent for the Exchange Offers,
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Exchange Offers are being made and the New Notes and the New Warrants are being offered only to Eligible Holders. The New Notes and the New Warrants have not been registered under the Securities Act or under any state securities laws, and the New Notes, the New Warrants and the shares of Common Stock issuable upon exercise of the New Warrants may not be offered or sold in
This press release, and any other material related thereto, is directed only at persons who: (i) fall within the definition of investment professional under article 19(5) of the
In addition, this press release, and any other material related thereto, is only addressed to and directed at persons in Member States of the European Economic Area, who are “qualified investors” within the meaning of article 2(1)(e) of Directive 2003/71/EC, as amended (the “Prospectus Directive”). Each person who initially acquires any
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Forward-Looking Statements
This press release may contain “forward-looking statements.” These forward-looking statements include, but are not limited to, the completion of the proposed Exchange Offers, discussions regarding industry outlook,
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/affinion-group-holdings-inc-and-affinion-group-inc-announce-extension-of-deadline-for-total-consideration-in-exchange-offers-and-receipt-of-required-consents-for-amendments-to-certain-existing-indentures-300440570.html
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