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LODGENET COMPLETES ACQUISITION OF ON
COMMAND
Expands Market-Leading Content and Technology
Network for Lodging Industry
Grows Capability to Deliver New
Interactive Experiences for Customers and Their Guests
SIOUX FALLS, S.D., April
4, 2007 – LodgeNet Entertainment Corporation (Nasdaq: LNET), a world leader in interactive
TV and broadband solutions to hotels and healthcare facilities, today announced
that it has completed the acquisition of Ascent Entertainment Group, Inc., the owner of all
of the capital stock of On Command Corporation, for a purchase price of $380
million. The combination of LodgeNet and
On Command creates a network that delivers interactive solutions to more than
1.8 million hotel rooms throughout the United States, Canada and Mexico.
“A great interactive
experience is a key differentiator for hotel guests,” said Scott C. Petersen,
LodgeNet President and CEO. “Over the
past several years we have grown from a company that primarily focused on video
on demand to a company that delivers a wide variety of interactive solutions
that connect, inform and entertain customers of visitor and guest-based
businesses. The On Command and recent
StayOnline acquisitions are transforming events for our company and major steps
forward in our strategic plan that will significantly enhance our ability to
serve our customers and their guests now and in the future.”
“The combination of the three
companies provides scale and resources that will enhance LodgeNet’s capability
to innovate in developing new interactive solutions for hotels and other guest-based
businesses,” continued Petersen. “We will
be better able to pool talent and resources to meet the specific needs of these
businesses with solutions that include:
- New
content and connectivity opportunities
- New
branding and marketing applications
- New
revenue opportunities
- Unique
interfaces that support customer brands
The acquisitions also position LodgeNet to
create greater shareholder value by realizing strategic and operating synergies
in addition to new revenue opportunities,” said Mr. Petersen. “We are and will be highly focused on the
integration of these businesses to drive both customer and shareholder value
creation, and we remain committed to our disciplined financial approach to our
business.”
LodgeNet
purchased Ascent Entertainment Group, Inc. from Liberty Media and its Liberty
Satellite & Technology, Inc. subsidiary (the “Transaction”). The purchase price was paid with $332 million
in cash and by the issuance of 2.05 million shares of LodgeNet common stock
which were valued at $23.35 per share by the parties at the time of the stock
purchase agreement in December of 2006, making Liberty
a 9.2% shareholder in LodgeNet.
LodgeNet also
announced today that it closed the previously announced Stock Purchase
Agreement with PAR Capital Management, under which it purchased 1,000,000
shares of LodgeNet common stock for $23.35 million in cash, with proceeds going
to support the acquisition of On Command.
The purchase increased PAR’s ownership position in LodgeNet to 9.7%.
In further
support of the Transaction, LodgeNet also completed today a $675 million
secured credit facility arranged by Bear Stearns & Co. and Credit
Suisse. In addition to providing financing
for the Transaction, the new credit facility was used to refinance LodgeNet’s
outstanding bank debt of approximately $68,000,000, and will be used to fund LodgeNet’s
pending offer to purchase up to $200,000,000
aggregate principal amount of its outstanding 9½% Senior Subordinated Notes due
2013, the tender offer for which was launched on March 26, 2007. The facility also provides a $50 million
revolving credit facility for general corporate purposes. The new credit
facility carries an interest rate based on LIBOR plus 200 basis points with a
rate reduction to LIBOR plus 175 basis points when the total consolidated
leverage ratio is below 3.25x.
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. With the On Command acquisition, LodgeNet provides interactive
services to more than 1.8 million hotel rooms in more than 9,300 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, 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 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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