Advanstar, Inc. and Advanstar Communications Inc. Announce Receipt of Consents in connection with Previously Announced Tender Offer.NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- Advanstar, Inc. ("Advanstar") and Advanstar Communications Inc. ("Communications" and together with Advanstar, the "Issuers") announced as of 5:00 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, today (the "Consent Date"), that Communications has received consents from holders of approximately 100% of its outstanding 10 3/4% Second Priority Senior Secured Notes due 2010 (CUSIP CUSIP See: Committee on Uniform Securities Identification Procedures CUSIP See Committee on Uniform Securities Identification Procedures. Nos. 00758RAM6 and 00758RAH7) (the "Senior Secured Notes") and 93.41% of its 12% Senior Subordinated Notes due 2011 (CUSIP No. 00758RAF1) (the "Senior Subordinated Notes") and that Advanstar has received 97.96% of its 15.0% Senior Discount Debentures due 2011 (CUSIP No. 00759JAE JAE Journal of Applied Econometrics JAE Journal of Architectural Education JAE Journal of Aesthetic Education JAE Jump If Above or Equal JAE Journal of Architectural Engineering JAE Java Application Environment JAE Junta Autónoma de Estradas 1) (the "Debentures", and, together with the Senior Secured Notes and the Senior Subordinated Notes, the "Notes"). The consents are sufficient to effect all of the proposed amendments to the indentures governing each of the Notes as set forth in the Issuers' Offer to Purchase 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 Statement dated April 19, 2007 (the "Statement") 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. , pursuant to which the tender offers and the consent solicitations are being made. The proposed amendments eliminate substantially all of the restrictive covenants Restrictive covenants Provisions that place constraints on the operations of borrowers, such as restrictions on working capital, fixed assets, future borrowing, and payment of dividends. and eliminate or modify certain default provisions in the indentures. The proposed amendments to the indenture An agreement declaring the benefits and obligations of two or more parties, often applicable in the context of Bankruptcy and bond trading. The term indenture primarily describes secured contracts and has several applications in U.S. law. governing the Senior Secured Notes also release the security interest in the collateral under that indenture and related security documents. The tender offers and consent solicitations will expire at 5:00 p.m., New York City time, on May 18, 2007, unless extended. As previously announced, the Issuers intend to extend the Expiration Date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. until closing of the previously announced acquisition of the Issuers, which is expected to occur on or about May 31, 2007. The purchase price, assuming a settlement date of May 31, 2007, for each $1,000 principal amount outstanding of Senior Secured Notes is $1,057.53, the price calculated from the yield to maturity on the applicable reference United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. Treasury, as of 10:00 a.m., New York City time, today, plus a fixed spread of 0.50% less the consent payment referred to below. The purchase price for each $1,000 principal amount outstanding of Senior Subordinated Notes is $1,013.50, and the purchase price for each $1,000 principal amount outstanding of Debentures is $1,012.50. Holders who tendered their Notes and delivered their consents on or prior to the Consent Date will, in addition to the purchase price, receive a consent payment of $30 per $1,000 outstanding principal amount of Notes tendered and accepted in the tender offers. Holders whose Notes are accepted for purchase in the tender offers will also receive accrued and unpaid interest to, but not including, the settlement date for the tender offers. Notes tendered and not validly withdrawn prior to the Consent Date may not be withdrawn except as may be required by law. Notes tendered after the Consent Date may not be withdrawn, except as may be required by law. The Issuers will proceed to execute supplemental indentures effecting the proposed amendments to the indentures governing each series of Notes. The supplemental indentures will become operative only if the Issuers accept the Notes for payment pursuant to the terms of the tender offers. When the supplemental indentures become operative, they will be binding on the holders of Notes not purchased in the tender offers. The closing of the tender offers is subject to certain conditions set forth in the Statement. Credit Suisse The Credit Suisse Group (SWX:CSGN, NYSE: CS) is a financial services company, headquartered in Zürich, Switzerland. It is the second-largest Swiss bank, behind UBS AG. Securities (USA) LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control is the exclusive Dealer Manager and Solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual Agent for the tender offers and consent solicitations. Questions regarding the tender offers and consent solicitations may be directed to Credit Suisse Securities (USA) LLC's Liability Management Group, at (800) 820-1653 (toll free) or (212) 538-0652 (collect). Requests for the Statement, Consent and Letter of Transmittal or other documents related to the tender offers and solicitations may be directed to the Information Agent, D.F. King & Co., Inc., at (888) 628-8208 (toll free). This press release is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consent with respect to any securities, including the Notes. About Advanstar, Inc. and Advanstar Communications Inc. Advanstar (www.advanstar.com) is a worldwide media company providing integrated marketing solutions for the Fashion and Licensing, Life Sciences and Powerports industries. Communications serves business professionals and consumers in these industries with its portfolio of 91 shows and stand-alone conferences, 66 publications and directories, 150 electronic publications and Web sites, as well as educational and direct marketing products and services. Market leading brands and a commitment to delivering innovative, quality products and services enables Communications to "Connect Our Customers With Theirs." Communications has roughly 1,000 employees and currently operates from multiple offices in 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. and Europe. All of the common stock of Communications is owned by its parent company, Advanstar. Business Risks The statements contained in this press release and our other oral and written statements that are not historical in nature are 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. that involve risks and uncertainties. Although management of the Issuers believe that their expectations are based upon reasonable assumptions within the bounds of their knowledge of the Issuers' businesses, there can be no assurance that they in fact will be realized. Numerous factors may affect the Issuers' actual results and may cause results to differ materially from those expressed in forward-looking statements made by or on behalf of the Issuers including such factors listed from time to time in the Issuers' reports filed with the U.S. Securities and Exchange Commission including the factors described in the Issuers' Forms 10-K for the fiscal year ended December 31, 2006 under the heading "Risk Factors." The Issuers do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. |
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