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Advanstar, Inc. and Advanstar Communications Inc. Announce Tender Offers and Consent Solicitations for 10 3/4% Second Priority Senior Secured Notes, 12% Senior Subordinated Notes and 15.0% Senior Discount Debentures.


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
 -- In the release dated April 19, 2007, the dates indicated in the fourth graph should read: May 2, 2007 (sted May 3, 2007).

The corrected release reads: ADVANSTAR, INC inc - /ink/ increment, i.e. increase by one. Especially used by assembly programmers, as many assembly languages have an "inc" mnemonic.

Antonym: dec.
. AND ADVANSTAR COMMUNICATIONS INC. ANNOUNCE TENDER OFFERS AND CONSENT SOLICITATIONS 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 10 3/4% SECOND PRIORITY SENIOR SECURED NOTES, 12% SENIOR SUBORDINATED NOTES AND 15.0% SENIOR DISCOUNT DEBENTURES

Advanstar, Inc. ("Advanstar") and Advanstar Communications Inc. ("Communications" and together with Advanstar, the "Issuers") today announced that they have commenced a cash tender offer for Communications' 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 12% Senior Subordinated Notes due 2011 (CUSIP No. 00758RAF1) (the "Senior Subordinated Notes") and Advanstar's 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"). Pursuant to the terms and conditions of the offers, Communications will purchase any and all of its Senior Secured Notes and Senior Subordinated Notes and Advanstar will purchase any and all of its Debentures. Advanstar and Communications are also soliciting consents to proposed amendments to the indentures governing gov·ern  
v. gov·erned, gov·ern·ing, gov·erns

v.tr.
1. To make and administer the public policy and affairs of; exercise sovereign authority in.

2.
 each of the Notes that would 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 would also release the security interest in the collateral under that indenture and related security documents. The tender offer will expire at 5 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 May 18, 2007, unless extended or terminated (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.
").

The tender offers and consent solicitations are being conducted in connection with the previously announced pending acquisition of all of the outstanding stock of Advanstar Holdings Corp., the holding company for Advanstar and Communications, by an investor group led by Veronis Suhler Stevenson (the "Acquisition Transaction"). The consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like.
     2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished.
 of the tender offers is conditioned upon, and is expected to occur simultaneously with, the closing of the Acquisition Transaction, but satisfactory completion of the tender offers is not a condition to closing of the Acquisition Transaction. The Expiration Date will be extended to coincide with closing of the Acquisition Transaction, which is not expected to close before May 31, 2007.

The tender offers and consent solicitations are being made solely pursuant to an Offer to Purchase and Consent Solicitation 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.
, which include a more comprehensive description of the terms and conditions thereof.

Subject to the terms and conditions of the tender offers, the purchase price for each $1,000 principal amount outstanding of Senior Secured Notes validly tendered and accepted for purchase by Communications will be 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, on May 2, 2007 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 validly tendered and accepted for purchase by Communications will be $1,013.50 and the purchase price for each $1,000 principal amount outstanding of Debentures validly tendered and accepted for purchase by Advanstar will be $1,012.50. Holders who tender their Notes and deliver their consents prior to 5:00 p.m., New York City time, on May 2, 2007 (as such date may be extended, the "Consent Date") will also receive a consent payment of $30.00 per $1,000 outstanding principal amount of Notes tendered and accepted in the offers. Holders whose Notes are accepted for purchase in the tender offers will also receive accrued ac·crue  
v. ac·crued, ac·cru·ing, ac·crues

v.intr.
1. To come to one as a gain, addition, or increment: interest accruing in my savings account.

2.
 and unpaid interest to, but not including, the settlement date for the tender offers.

The principal purpose of the tender offers and the consent solicitations is to acquire the outstanding Notes and eliminate substantially all of the restrictive and reporting covenants, eliminate or modify certain events of default and certain other related provisions contained in the indentures with respect to the Notes so that any non-tendered Notes do not restrict the future financial and operating flexibility of Advanstar and Communications. The proposed amendments to the indenture governing the Senior Secured Notes would also release the security interest in the collateral under that indenture and related security documents. The tender offers and consent solicitations are conditioned upon certain general conditions described in the Statement. The proposed amendments to an indenture governing a series of Notes will only become operative OPERATIVE. A workman; one employed to perform labor for another.
     2. This word is used in the bankrupt law of 19th August, 1841, s. 5, which directs that any person who shall have performed any labor as an operative in the service of any bankrupt shall be
 if the holders of at least a majority of the aggregate principal amount of such series of Notes validly consent to such amendments. Certain of the proposed amendments to the indentures governing the Senior Secured Notes and the Debentures will not become operative unless the consent of holders of at least two-thirds of the outstanding aggregate principal amount of such Notes are received.

Holders who desire to tender their Notes must consent to all the proposed amendments and may not deliver a consent without tendering their Notes. Any Notes tendered before the Consent Date may be withdrawn at any time on or prior to the Consent Date, but not thereafter, except as required by law. Any Notes tendered after the Consent Date may not be withdrawn, except as may be required by law. While the Issuers will extend the Expiration Date until the date of the closing of the Acquisition Transaction, they do not expect to extend withdrawal rights beyond the Consent Date.

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 offer and consent solicitation 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 offer and solicitation 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.

Communications (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.
COPYRIGHT 2007 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2007, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Date:Apr 20, 2007
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