Bankrate Announces Consent Solicitation for 6.125% Senior Notes due 2018
As described more fully in the Solicitation Documents, the purpose of the Consent Solicitation is to amend the Indenture so that (i) the delivery to the Indenture trustee of financial information relating to the fiscal quarter ended
The Consent Solicitation is scheduled to expire at
Subject to the terms and conditions of the Consent Solicitation, the Company intends to enter into the Supplemental Indenture promptly following the receipt of the Requisite Consents (as defined below). Consents may not be revoked after the Supplemental Indenture is executed. If the Supplemental Indenture is executed and the Initial Consent Payment is paid, the Proposed Amendment will be binding upon all Holders, whether or not such Holders have delivered consents.
Payment of the Consent Consideration is subject to the satisfaction or waiver of certain conditions that are set forth in the Consent Solicitation Statement, including, without limitation, (i) the receipt of the consent of the Holders of at least a majority in aggregate principal amount of outstanding Notes (the "Requisite Consents") and (ii) the execution and delivery of a supplemental indenture implementing the Proposed Amendment (the "Supplemental Indenture"), in each case, as further described in the Consent Solicitation Statement.
A more comprehensive description of the Consent Solicitation can be found in the Solicitation Documents.
The Company's obligations to pay the Consent Consideration are set forth solely in the Solicitation Documents. This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. This press release is for informational purposes only and the Consent Solicitation is being made only by, and pursuant to the terms of, the Solicitation Documents. None of the Company, the Solicitation Agent or the Information Agent and Tabulation Agent makes any recommendation as to whether or not Holders should deliver consents in connection with the Consent Solicitation.
Each Holder must make its own decision as to whether to give its consent to the Proposed Amendment. The Consent Solicitation is not being made in any jurisdiction in which the making thereof would not be in compliance with the applicable laws of such jurisdiction. In any jurisdiction in which the Consent Solicitation is required to be made by a licensed broker or dealer, it shall be deemed to be made by the Solicitation Agent on behalf of the Company. Subject to applicable law, the Company may amend, extend, withdraw or terminate the Consent Solicitation in its sole discretion.
Update Regarding Internal Review of Prior Year Financials
As previously announced, on
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For more information: www.bankrate.com.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995:
This press release includes information that could constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements typically contain words such as "anticipates," "believes," "estimates," "expects," "intends" or similar words indicating that future outcomes are not known with certainty and are subject to risk factors that could cause these outcomes to differ significantly from those projected. Forward-looking statements include, but are not limited to, statements about the benefits and timing of the Consent Solicitation; the receipt of the Requisite Consents; the time, if any, at which the Company will deliver the Supplemental Indenture; the time, if any, at which the Proposed Amendments become operative; and the timing with respect to the announcement of the results of the internal review and of the Company's financial results for fiscal year ended
For more information:
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(917) 368-8677
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