LODGENET ANNOUNCES PRICING AND
RECEIVES THE REQUISITE CONSENTS PURSUANT TO ITS TENDER OFFER AND CONSENT
SOLICITATION FOR ITS 9˝% SENIOR SUBORDINATED NOTES DUE
2013
SIOUX FALLS, APRIL
10, 2007 – LodgeNet Entertainment Corporation (NASDAQ:LNET) (the “Company”) announced today
the consideration to be paid in the tender offer and consent solicitation and
that it has received the requisite tenders and consents from holders of its 9˝%
Senior Subordinated Notes due 2013 (the “Notes”) to amend the Indenture
governing such Notes. On March 26, 2007, the Company commenced a cash tender offer and consent
solicitation relating to all of the $200,000,000 outstanding principal amount
of the Notes.
The tender offer consideration for Notes validly tendered and
not revoked by 8:00 a.m., New York City time, on April 23 2007, and accepted for payment will be $1,060.11
per $1,000 principal amount of the Notes. Holders who validly tendered Notes and
delivered consents on or prior to the expiration of the consent solicitation on
April 9, 2007 also will receive a consent payment of $30 per
$1,000 principal amount of Notes, for total consideration of $1,090.11 per
$1,000 principal amount of Notes. In addition
to the consideration payable in respect of the Notes purchased in the tender
offer and the consents given in the consent solicitation, the Company will pay accrued and
unpaid interest to, but not including, the settlement date.
The tender offer consideration was determined as of 11:00 a.m.,
New York City time, on April 9, 2007, by reference to a fixed
spread of 50 basis points above the bid side yield on the 4.875% U.S. Treasury
Note due May 31, 2008 and a settlement date of April 10, 2007.
The consent date
relating to the consent solicitation expired at 5:00
p.m. New York City Time, on April 9, 2007. On or prior to
the consent date, holders of a majority of the Notes had tendered their Notes
and consented to the proposed amendments to the Indenture governing the Notes
and related documents.
The Company
intends to promptly enter into a supplemental indenture at which time the
proposed amendments described in the Offer to Purchase and Solicitation of
Consents will be effective. The proposed
amendments will not become operative, however, unless and until the Notes are
accepted for purchase pursuant to the terms of the tender offer.
The amendments
delete substantially all of the Company’s material covenants and events of
default under the original Indenture.
The tender offer for the Notes is being financed with a portion of the
Company’s new $675 million credit facility, which the Company has previously
announced.
The tender offer
for the Notes will expire at 8:00 a.m., New York City> time, on Monday, April 23, 2007, unless extended or earlier terminated.
The tender offer is subject to the satisfaction
of certain conditions.
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. The depositary for the tender offer is HSBC Bank USA. The tender offer and consent solicitation are
being made pursuant to an Offer to Purchase and Solicitation of Consents dated
March 26, 2007, and related Letter of Transmittal and Consent (together, the
“Offer Documents”), which more fully set forth the terms and conditions of the
tender offer and consent solicitation.
Questions
regarding the tender offer and consent solicitation may be directed to Bear,
Stearns & Co., Inc. at (212) 272-5112 (collect) or (877) 696-BEAR (toll
free) or to Credit Suisse Securities (USA) LLC at (212) 325-7596 (collect). Requests for copies of the Offer Documents
may be directed to D.F. King & Co., Inc. at (212) 269-5550 (for
banks and brokers only) or (888) 644-5854 (toll free).
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 and
its subsidiaries provide 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.
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