ADESA, Inc. Announces Pricing for Tender Offer and Consent Solicitation for Its 7 5/8% Senior Subordinated Notes Due 2012.CARMEL, Ind. -- ADESA, Inc. (the "Company") (NYSE NYSE See: New York Stock Exchange :KAR) announced today that it has determined the price for its previously announced tender offer and consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with for any and all of its outstanding 7a[yen]% senior subordinated notes due 2012 (the "Notes"). The total consideration for holders of the Notes (the "Holders") who validly tendered Notes and delivered consents on or prior to the expiration of the consent solicitation on April 5, 2007 will be $1,060.23 per $1,000.00 principal amount of the Notes. The total consideration includes a consent payment of $30.00 per $1,000.00 principal amount of the Notes. In addition to the consideration payable with respect to the Notes, the Company will pay accrued and unpaid interest up to, but not including, the applicable settlement date. The total consideration was determined as of 2:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on April 17, 2007, by reference to a fixed spread of 50 basis points above the bid-side yield on the 4.875% U.S. Treasury U.S. Treasury Created in 1798, the United States Department of the Treasury is the government (Cabinet) department responsible for issuing all Treasury bonds, notes and bills. Some of the government branches operating under the U.S. Treasury umbrella include the IRS, U.S. Note due May 31, 2008. As of 5:00 p.m., New York City time, on April 5, 2007, Holders of over 99% of the aggregate principal amount of the Notes had tendered and consented. Holders who have tendered their Notes and delivered their consents may no longer withdraw their Notes or revoke To annul or make void by recalling or taking back; to cancel, rescind, repeal, or reverse. revoke v. to annul or cancel an act, particularly a statement, document, or promise, as if it no longer existed. their consents. The tender offer and consent solicitation will expire at 8:00 a.m., New York City time, on April 23, 2007, unless terminated or extended. The initial settlement date, for Notes validly tendered and accepted for payment prior to the expiration of the consent solicitation on April 5, 2007, is expected to be April 20, 2007. Bear, Stearns & Co. Inc. is acting as Dealer Manager for the tender offer and as the Solicitation Agent for the consent solicitation and can be contacted at (212) 272-5112 (collect) or (877) 696-BEAR (toll free). D.F. King & Co., Inc. is the Information Agent and can be contacted at (212) 269-5550 (collect) or (888) 628-9011 (toll free). Copies of the Offer to Purchase and Consent Solicitation Statement, dated March 22, 2007 and the related Consent and Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. , as the same may be amended from time to time (the "Offer Documents"), and other related documents may be obtained from the Information Agent. The tender offer and consent solicitation are being made solely on the terms and conditions set forth in the Offer Documents. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to buy the Notes or any other securities of the Company. The tender offer and consent solicitation are being made solely pursuant to the Company's Offer Documents. This press release also is not a solicitation of consents to the proposed amendments to the Indenture. No recommendation is made as to whether holders of the Notes should tender their Notes or give their consent to the proposed amendments to the Indenture. About ADESA, Inc. Headquartered in Carmel, Indiana Carmel (IPA: [ˈkɑɹ.ml̩]) is a city in Hamilton County, Indiana, United States. The population was 37,733 at the 2000 census but has been growing very rapidly. , ADESA, Inc. (NYSE:KAR) is North America's largest publicly traded provider of wholesale vehicle auctions and used vehicle dealer floorplan financing. The Company's operations span North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. with 54 ADESA used vehicle auction sites, 42 impact salvage vehicle auction sites and 85 AFC (1) (Application Foundation Classes) A class library from Microsoft that provides an application framework and graphics, graphical user interface (GUI) and multimedia routines for Java programmers. loan production offices. For further information on ADESA, Inc., visit the Company's website at http://www.adesainc.com. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. This press release contains forward-looking statements based on current ADESA management expectations. Those forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings All actions that are authorized or sanctioned by law and instituted in a court or a tribunal for the acquisition of rights or the enforcement of remedies. that have been or may be instituted against ADESA and others relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the merger agreement; (3) the inability to complete the Merger due to the failure to satisfy other conditions to consummate the Merger; (4) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the Merger; (5) the effect of the announcement of the Merger on our customer relationships, operating results and business generally; (6) the ability to recognize the benefits of the Merger; (7) the amount of the costs, fees, expenses and charges related to the Merger; (8) significant changes in volume of vehicles bought, sold or financed by ADESA's customers; (9) the mix of vehicles sold at ADESA's auctions and OEM (Original Equipment Manufacturer) The rebranding of equipment and selling it. The term initially referred to the company that made the products (the "original" manufacturer), but eventually became widely used to refer to the organization that buys the products and pricing programs; (10) fluctuations and volatility in the market value of used and salvage vehicles; (11) ADESA's ability to execute its strategic initiatives successfully; and (12) other risks described from time to time in ADESA's filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for 2006. Many of the factors that will determine the outcome of the subject matter of this press release are beyond ADESA's ability to control or predict. ADESA undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. |
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