Affinion Group gets tenders for $409.63 million 10 1/8% notes so far

By Marisa Wong

Madison, Wis., Nov. 23 - Affinion Group, Inc. announced that as of 5 p.m. ET on Nov. 22, the early consent date of the tender offer to purchase any and all of its outstanding $454 million of 10 1/8% senior notes due 2013, holders had tendered a total of $409.63 million of the notes.

Specifically, Affinion received tenders and consents from holders of $279,141,000, or 91.82%, of the outstanding principal amount of 10 1/8% notes issued under the indenture dated Oct. 17, 2005 and $130,485,000, or 86.99%, of the outstanding 10 1/8% notes issued under the indenture dated June 5, 2009.

The company said it has accepted all notes tendered on or before the consent date.

Affinion received the required consents to the proposed amendments to the indentures governing the notes that would eliminate substantially all of the restrictive covenants and some events of default. The amendments became operative immediately after the notes were accepted.

The tender offer began on Nov. 8 and will expire at 12:01 a.m. ET on Dec. 8.

Holder who tendered their notes and delivered their consents prior to the consent date will receive the total consideration of $1,029.06 per $1,000 principal amount of notes, which is equal to the tender consideration of $999.06 plus a $30.00 consent payment.

Holders who tender their notes after the consent date but before the expiration date will receive the tender consideration but not the consent payment.

In both cases, holders of notes purchased in the tender offer will also be paid accrued interest up to but excluding the applicable settlement date.

In addition, Affinion plans to redeem any notes not tendered prior to the expiration date of the offer. The remaining notes will be redeemed on Dec. 23 at 102.531 plus accrued interest.

As previously reported, the tender offer is subject to the completion of a $475 million capital markets transaction and the receipt of needed consents to adopt the proposed amendments, the latter of which has been satisfied.

Deutsche Bank Securities Inc. (212 250-6429) is the dealer manager and solicitation agent, and D.F. King & Co., Inc. (800 269-6427 or 212 269-5550) is the information agent.

Affinion is a Stamford, Conn.-based provider of marketing services and customer loyalty programs.

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