Advanstar Communications Inc. Announces Tender Offer and Consent Solicitation for Its Second Priority Senior Secured Floating Rate Notes Due 2008.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") today announced that it has commenced a cash tender offer for its 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"). Pursuant to the terms and conditions of the offer, Advanstar will purchase any and all of its outstanding Floating Rate Notes. Advanstar is also soliciting consents to 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 that would 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. The proposed amendments would also release the security interest in the collateral under the indenture and security documents with respect to the Floating Rate Notes. The tender offer will expire at 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, on June 28, 2005, unless extended or terminated (the "Expiration Date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist.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 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 are being made solely pursuant to an Offer to Purchase and Consent Solicitation 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. , which include a more comprehensive description of the terms and conditions thereof. Subject to the terms and conditions of the tender offer, the purchase price for each $1,000 principal amount outstanding of Floating Rate Notes validly tendered and accepted for purchase by Advanstar will be $1,043. Holders who tender their Floating Rate Notes and deliver their consents prior to 5:00 p.m. on June 13, 2005 (as such date may be extended, the "Consent Date") will also receive a consent payment of $30 per $1,000 outstanding principal amount of Floating Rate Notes tendered and accepted in the offer, which will make the total consideration to be received in the Offer $1,073 for each $1,000 outstanding principal amount of Floating Rate Notes accepted in the Offer. Holders should note that, as a result of principal amortization, while each Note was issued in a face amount of $1,000, the outstanding principal amount of each Note is currently $982.50. Accordingly, a Holder will not receive $1,043 as the Tender Offer Consideration or $30 of Consent Payments in respect of each such Note, but rather an amount equal to 104.3% and 3%, respectively, of the actual outstanding principal amount of such Note. Holders whose 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. The principal purpose of the tender offer is to use a portion of the proceeds from Advanstar's sale of certain assets to QUESTEX Media Group, Inc. on May 23, 2005, to reduce Advanstar's leverage. The primary purpose of the consent solicitation is to eliminate substantially all of the restrictive and reporting covenants and certain events of default contained in the indenture with respect to the Floating Rate Notes so that any non-tendered Floating Rate Notes do not restrict the future financial and operating flexibility of the Company. The proposed amendments would also release the security interest in the collateral under the indenture and security documents with respect to the Floating Rate Notes. The tender offer and consent solicitation are conditioned upon certain general conditions described in the Statement. The tender offer is not conditioned upon obtaining consents from holders of a majority of the aggregate principal amount of Floating Rate Notes (the "Requisite Consents") but the proposed amendments will only become operative if the Requisite Consents are received. Certain of the proposed amendments will not become operative unless the Consent of holders of at least two-thirds of the outstanding aggregate principal amount of Floating Rate Notes are received. Holders who desire to tender their Floating Rate Notes must consent to all the proposed amendments and may not deliver a consent without tendering their Floating Rate Notes. Any Floating Rate 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 Floating Rate Notes tendered after the Consent Date may not be withdrawn, except as may be required by law. 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 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 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 800-820-1653 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 mor·row n. 1. The following day: resolved to set out on the morrow. 2. The time immediately subsequent to a particular event. 3. Archaic The morning. & 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 Powerports 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 enables 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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