IAC further extends tender offer, consent solicitation for 7% notes

By Angela McDaniels

Tacoma, Wash., July 9 - IAC/InterActiveCorp. again extended the tender offer and consent solicitation for its 7% senior notes due 2013, according to a company news release.

The consent deadline is now 5 p.m. ET on July 23, and the tender offer will expire at midnight ET on Aug. 6.

The consent deadline and tender expiration were originally scheduled to fall on June 24 and July 9, respectively. On June 24, the consent deadline was pushed back to July 9 and the tender expiration was extended to July 23.

Pricing will now be determined at 2 p.m. ET on July 23 instead of July 9. It was originally scheduled for June 24.

The company is soliciting consents to amend the indenture to eliminate all of the restrictive covenants and some events of default. Holders may not tender their notes without delivering consents or vice versa.

The payout for each $1,000 principal amount of notes will be determined based on the present value on the settlement date of all future cash flow to Jan. 15, 2013, based on the bid-side yield on the 3 5/8% Treasury note due Dec. 31, 2012 plus 215 basis points minus accrued interest.

The total payment will include a consent fee of $30 per $1,000 principal amount for notes tendered by the consent deadline.

All holders who tender will also receive accrued interest up to but excluding the settlement date.

The proposed amendments require consents from holders of a majority of the notes.

The offer also requires that IAC satisfy or waive all conditions of the proposed spinoffs to its stockholders. The distribution of shares of any company to be spun off must occur before the expiration, and the supplemental indenture implementing the proposed amendments must be executed.

Consummation of the tender offer and consent solicitation is not a condition to any of the proposed spinoffs, the company said.

Morgan Stanley & Co., Inc. (800 624-1808 or collect at 212 761-1941) is the dealer manager. MacKenzie Partners, Inc. (800 322-2885 or collect at 212 929-5500) is the information agent.

IAC is a New York-based operator of diversified businesses in sectors being transformed by the internet.

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