Affinion holders exchange 98.4% of 12½%/PIK step-up notes for stock by consent deadline

By Wendy Van Sickle

Columbus, Ohio, March 18 – Affinion Group Holdings, Inc. said holders of $670,326,317, or 98.4%, of Affinion Group, Inc.’s $681,548,667 of senior cash 12½%/PIK step-up to 15½% notes due 2022 have tendered their notes in the offer to exchange them for shares of Affinion Holdings' new class M common stock.

The offer opened on March 4, along with a related consent solicitation. The consent deadline was 5 p.m. ET on March 15.

The amount of notes tendered for exchange by the consent deadline was sufficient to meet the 98% minimum exchange condition and for the success of the consent bid, according to a news release issued Monday.

The exchange shares will be converted immediately following consummation of the exchange offer into shares of Affinion Holdings as a result of a merger with one of Affinion Holdings' wholly owned subsidiaries, Affinion previously said.

Under the consent solicitation, Affinion sought approval of some amendments to the indenture governing the existing notes to eliminate substantially all of the restrictive covenants, among other changes.

Holders who tendered by the consent time will receive per $1,000 principal amount of existing notes, 14.672467 shares of Affinion Group Holdings, Inc. class M common stock and the right to participate in a related rights offering.

Holders who tender after the consent deadline will receive 14.672467 shares of Affinion Group Holdings, Inc.'s class M common stock.

The exchange offer and consent solicitation are scheduled to expire at 5 p.m. ET on April 5.

Also in connection with the launch of the exchange offer, Affinion Group commenced a rights offering giving eligible holders of existing notes the right to purchase at par up to $288 million principal amount of 18% senior PIK notes due 2024 of Affinion Group.

The exchange offer is conditioned on consummation of the rights offering.

The deadline to participate in the rights offering will be 5 p.m. ET on the fifth business day following the consent time.

Holders tendering existing notes in the exchange offer had to also deliver consents to the proposed amendments. Approval of the proposed amendments required the consent of holders of at least a majority of the outstanding principal amount of the existing notes.

On March 4, Affinion Holdings and Affinion Group entered into an amended and restated support agreement with holders of about $647 million, or 95%, of the existing notes, under which those holders agreed to participate in the exchange offer, as previously reported.

Also on March 4, certain of the consenting noteholders entered into an amended and restated investor purchase agreement with Affinion Holdings and Affinion Group under which they agreed to purchase for up to $300 million in cash any new notes that are unpurchased in the rights offerings.

Affinion is a Stamford, Conn., provider of marketing loyalty products.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.