Advanstar Commences 'Asset Sale Offer to Purchase' up to an Aggregate of $140,000,000 Aggregate Principal Amount of Its Second Priority Senior Secured Floating Rate Notes Due 2008 and 10 3/4% Second Priority Senior Secured Notes Due 2010.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 -- Offer Price Is 100% of Principal Amount Plus Accrued and Unpaid Interest, As Required by 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 Securities Advanstar Communications Inc. ("Advanstar") today announced that it has commenced an "asset sale offer" for the purchase of an aggregate of up to $140,000,000 aggregate principal amount of its Senior Secured Floating Rate Notes Due 2008 (the "Floating Rate Notes") and 10 3/4% Second Priority Senior Secured Notes Due 2010 (together with the Floating Rate Notes, the "Securities") at a purchase price of $1,000 per $1,000 principal amount of the Securities, plus accrued and unpaid interest to the date of payment. The offer will expire at 12:01 a.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 June 22, 2005, unless extended. On May 23, 2005, Advanstar completed the sale by it and its affiliates of their respective Information Technology & Communications, Travel/Hospitality, Beauty, Home Entertainment, Abilities and Portfolio Group to Questex Media Group, Inc., a company formed by Audax Private Equity Fund, L.P. The Indenture governing the Securities requires Advanstar to reinvest re·in·vest tr.v. re·in·vest·ed, re·in·vest·ing, re·in·vests To invest (capital or earnings) again, especially to invest (income from securities or funds) in additional shares. the net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). from asset sales in assets useful to its business within one year of the closing, or use such proceeds to repay debt senior to the Securities. To the extent that Advanstar does not so apply the proceeds, it must make an asset sale offer to purchase the Securities. Advanstar expects to apply approximately $20 million of the asset sale proceeds to repay its Term Loan B credit facility and will either terminate its revolving credit Revolving Credit A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs. facility or seek an amendment to keep the facility in place and permit the repurchase of the Securities. The Company has determined to launch the offer at this time with a substantial portion of the remaining proceeds. Advanstar plans to launch a separate tender offer shortly after the date hereof pursuant to which it will offer to purchase an aggregate principal amount of Floating Rate Notes equal to $128 million, less the amount of Securities purchased in the asset sale offer. The purchase price paid for the Floating Rate Notes pursuant to such tender offer is expected to be higher than the purchase price paid for the Securities pursuant to the asset sale offer launched by Advanstar today. Any proceeds remaining after 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 asset sale offer and the tender offer may be used to repurchase Advanstar's senior subordinated notes due 2011 or its parent company's 15% senior discount debentures due 2011 or for other corporate purposes. This press release is neither an offer to purchase nor a 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 of an offer to sell the Securities. The offer is being made only by the Offer to Purchase dated May 24, 2005. Persons with questions regarding the offer should contact David Montgomery David Montgomery (1927) is Farnam Professor of History Emeritus at Yale University. Montgomery is considered one of the foremost academics specializing in United States labor history and has written extensively on the subject. , Chief Financial Officer of Advanstar, by telephone at 218-723-9222. 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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