| FOR IMMEDIATE RELEASE |
| CONTACTS: |
| Ann Parker, Director |
| Investor Relations |
| LodgeNet Entertainment Corporation |
| 605-988-1000 |
| ann.parker@lodgenet.com |
LODGENET ANNOUNCES TENDER OFFER AND CONSENT SOLICITATION
FOR ITS 9½% SENIOR SUBORDINATED NOTES DUE 2013
Expects
to Increase Size of Term Loan B Credit Facility to $625 Million
SIOUX
FALLS, MARCH 26, 2007 – LodgeNet Entertainment Corporation (NASDAQ:LNET) (the “Company”) announced
today that it is offering to purchase for cash any and all of its outstanding
$200,000,000 aggregate principal amount of 9½% Senior Subordinated Notes due
2013 (the “Notes”), on the terms and subject to the conditions set forth in the
Offer to Purchase and Consent Solicitation Statement dated March 26, 2007 and
the accompanying Letter of Transmittal and Consent (together, the “Offer
Documents”). The Company is also soliciting consents from holders of the Notes
to, among other things, eliminate the covenants in the indenture (the
“Indenture”) under which the Notes were issued. The tender offer and consent
solicitation is being conducted in connection with the Company’s pending
acquisition of Ascent Entertainment Group, Inc., the parent of On Command
Corporation (the “Acquisition”).
The
consent solicitation will expire at 5:00
p.m., New York City Time, on April 9, 2007,
unless earlier terminated or extended (such date and time, as the same may be
extended, the “Consent Time”). The
tender offer will expire at 8:00
a.m., New York City
time, on April
23, 2007, unless terminated or extended (such
date and time, as the same may be extended, the “Expiration Time”).
The
total consideration to be paid for each $1,000 in principal amount of Notes
validly tendered and accepted for purchase, subject to the terms and conditions
of the tender offer and consent solicitation, will be paid in cash and will be
calculated based on a fixed spread pricing formula. The total consideration will be determined on
April 9, 2007 based, in part, upon a fixed spread of 50 basis points over the
yield on the 4.875% U.S. Treasury Note due May 31, 2008. The total consideration includes a consent
payment equal to $30.00 per $1,000 in principal amount of Notes (the “Consent
Payment”). The detailed methodology for
calculating the total consideration for Notes is outlined in the Offer
Documents.
To facilitate the funding
of the Tender Offer, the Company has determined to increase the size of the
term loan component of its previously announced senior secured credit
facilities it expects to enter into in connection with the Acquisition. The term loan component of the senior credit
facilities will increase from $400 million to $625 million, of which $400
million will be funded immediately in order to refinance the Company’s existing
credit facility and to fund the Acquisition.
The remaining $225 million will be available as a delayed draw term loan
on or before April
27, 2007, for the funding of the Tender
Offer. The closing of the senior secured
credit facilities will be subject to customary closing conditions.
Holders
who validly tender their Notes by the Consent Time will be eligible to receive
the total consideration. Holders who
validly tender their Notes after the Consent Time, but on or prior to the
Expiration Time, will be eligible to receive the total consideration less the
Consent Payment. In either case, all
Holders who validly tender their Notes will receive accrued but unpaid interest
up to but not including the date of settlement.
Holders
who tender their Notes must consent to the proposed amendments. Tendered Notes
may not be withdrawn and consents may not be revoked after the Consent Time,
subject to limited exceptions. The
tender offer is subject to the satisfaction of certain conditions, including
receipt of consents sufficient to approve the proposed amendments to the
indenture, the increase in the term loan component of the senior secured credit
facilities, the closing of the senior secured credit facilities transaction and
the closing of the Acquisition having occurred or occurring substantially
concurrent with the expiration of the Tender Offer and certain other general
conditions.
The
proposed amendments to the Indenture for which consents are being solicited
will be set forth in a supplemental indenture and are described in more detail
in the Offer Documents. The supplemental
indenture will not be executed unless the Company has received consents from
Holders of a majority in principal amount of the Notes outstanding, and the
amendments will not become operative unless the Company has accepted for
purchase at least a majority in principal amount of the Notes pursuant to the
Offer Documents.
Bear,
Stearns & Co. Inc. and Credit Suisse Securities (USA) LLC are acting as
Dealer Managers for the tender offer and as the Solicitation Agents for the
consent solicitation and can be contacted at (212) 272-5112 (collect) or (877)
696-BEAR (toll free) or at (212) 325-7596 (collect). D.F. King & Co., Inc. is the Information
Agent and can be contacted at (212) 269-5550 (for banks and brokers only) or
(888) 644-5854 (toll free). Copies of the Offer Documents and other related
documents may be obtained from the Information Agent.
The tender
offer and consent solicitation are being made solely on the terms and
conditions set forth in the Offer Documents. Under no circumstances shall this
press release constitute an offer to buy or the solicitation of an offer to
sell the Notes or any other securities of the Company. The tender offer and
consent solicitation are being made solely by the Company’s Offer Documents.
This press release also is not a solicitation of consents to the proposed
amendments to the indenture. No recommendation is made as to whether holders of
the Notes should tender their Notes or give their consent.
About LodgeNet
LodgeNet
Entertainment Corporation (www.lodgenet.com) is
a world leader in interactive TV and broadband solutions to
hotels throughout the United States and Canada as well as select international markets. These services
include on-demand movies, on-demand games, music and music videos,
subscription sports programming and television on-demand programming, as well
as high-speed Internet access, all designed to serve the needs of the lodging
industry and the traveling public. LodgeNet provides service to more than one
million interactive hotel rooms representing more than 6,000 hotel
properties worldwide. In addition, LodgeNet is a leading innovator in the
delivery of on-demand patient education, information and entertainment to
healthcare facilities. LodgeNet is listed on NASDAQ and trades under the symbol
LNET.
Forward-looking statement
Certain statements in this
press release constitute “forward-looking statements”. When used in this press release, the words
“intends,” “expects,” “anticipates,” “estimates,” “believes,” “goal,” “no
assurance” and similar expressions, and statements which are made in the future
tense or refer to future events or developments, including, without limitation,
those related to estimated free cash flow, cash earnings per share, debt ratios
and synergies, are intended to identify such forward-looking statements. Such forward-looking statements
are subject to risks, uncertainties, and other factors that could cause the
actual results, performance or achievements to be materially different from any
future results, performance, or achievements expressed or implied by such
forward-looking statements. In addition
to the risks and uncertainties discussed herein, such factors include, among
others, the following: the effects of economic conditions, including in particular
the economic condition of the lodging industry, which can be particularly
affected by international crisis, acts or threats of terrorism and public
health issues; competition from providers of similar services and from
alternative systems for accessing in-room entertainment; competition from HSIA
providers; changes in demand for our products and services; programming costs,
availability, timeliness, and quality; technological developments by
competitors; developmental costs, difficulties, and delays; relationships with
clients and property owners; the availability of capital to finance growth,
and, in particular, the success of the $675 million syndication on terms
favorable to LodgeNet; the impact of government regulations; potential effects
of litigation; risks of expansion into new markets; risks related to the
security of our data systems; and other factors detailed, from time to time, in
our filings with the Securities and Exchange Commission. With
respect to any proposed acquisition, we are subject to risks that integration
costs will exceed expectations, that synergies we anticipate will not be
realized, or will take longer than anticipated to realize, that our management
and management systems will encounter difficulties in dealing with a bigger,
more diversified enterprise, and that the financial results we expect from the
acquisition will not be realized. These forward-looking
statements speak only as of the date of this press release. We expressly
disclaim any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to reflect any
change in our expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
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