Advanstar Announces Receipt of Consents from Holders of over 88.75% of Second Priority Senior Secured Floating Rate Notes Due 2008 and Payment of Total Consideration to All Holders Whose Tenders Are Accepted in the Tender Offer and Consent Solicitation.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 Communications Inc. ("Advanstar") announced that 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") it has received consents from holders of approximately 88.75% of its outstanding Second Priority Senior Secured Floating Rate Notes due 2008 (CUSIP CUSIP See: Committee on Uniform Securities Identification Procedures CUSIP See Committee on Uniform Securities Identification Procedures. No. 00758RAL 1. RAL - Rutherford Appleton Laboratory (UK). 2. RAL - An expert system. 8) (the "Floating Rate Notes"). The consents are sufficient to effect all of 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 Floating Rate Notes as set forth in Advanstar's 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 May 31, 2005 (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 offer and the consent solicitation are being made. The proposed amendments eliminate, with respect to the Floating Rate Notes only, 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 certain default provisions in the indenture governing the Floating Rate Notes. The proposed amendments also release the security interest in the collateral under the indenture and security documents with respect to the Floating Rate Notes. Advanstar also announced that, subject to the terms and conditions of the tender offer and consent solicitation, it will pay the total consideration, including the consent payment, to each holder who validly tenders Floating Rate Notes on or prior to 5:00 p.m., New York City time, on June 28, 2005, the currently scheduled 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. for the tender offer and consent solicitation, provided such holder's Floating Rate Notes are accepted in the tender offer. The total consideration for the tender offer and consent solicitation is $1,073 for each $1,000 principal amount outstanding of Floating Rate Notes, which includes a $30 consent payment. Holders should note that, as a result of principal amortization, while each Floating Rate Note was issued in a face amount of $1,000, the outstanding principal amount of each Floating Rate Note is currently $982.50. Accordingly, a holder will not receive $1,073 as the total consideration in respect of each such Floating Rate Note, but rather an amount equal to 107.3% of the actual outstanding principal amount of such Note. Holders whose Floating Rate Notes are accepted for purchase in the tender offer will also receive accrued and unpaid interest to, but not including, the settlement date for the tender offer. Floating Rate Notes tendered and not validly withdrawn prior to the Consent Date may not be withdrawn except as may be required by law. Floating Rate Notes tendered after the Consent Date may not be withdrawn, except as may be required by law. Advanstar will proceed to execute a supplemental indenture effecting the proposed amendments to the indenture. The supplemental indenture will become operative only if Advanstar accepts the Floating Rate Notes for payment pursuant to the terms of the tender offer. When the supplemental indenture becomes operative, it will be binding on the holders of Floating Rate Notes not purchased in the tender offer. The closing of the tender offer is subject to certain conditions set forth in the Statement. Credit Suisse First Boston Credit Suisse First Boston was originally the trading name of the Financière Crédit Suisse-First Boston, a London-based 50-50 investment banking joint venture formed in 1978 between the First Boston Corporation and Credit Suisse. is the exclusive Dealer Manager and Solicitation Agent for the tender offer and consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to 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. First Boston's Liability Management Group, at 800-20-1653 (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, Morrow & Co., Inc., at 800-607-0088 (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 Floating Rate Notes. About Advanstar Communications Advanstar Communications Inc. (www.advanstar.com) is a leading worldwide media company providing integrated marketing solutions for the Fashion, Life Sciences and Powersports industries. Advanstar serves business professionals and consumers in these industries with its portfolio of 55 expositions and conferences, 55 publications and directories, 75 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 enable Advanstar to "Connect Our Customers With Theirs." Advanstar has approximately 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. 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 Advanstar believes that its expectations are based upon reasonable assumptions within the bounds of its knowledge of Advanstar's business, there can be no assurance that they in fact will be realized. Numerous factors may affect Advanstar's actual results and may cause results to differ materially from those expressed in forward-looking statements made by or on behalf of Advanstar including such factors listed from time to time in Advanstar's reports filed with the Securities and Exchange Commission including the factors described in our 2004 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. under the heading "certain factors which may affect future results." Advanstar does 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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