Ziff Davis (formerly J2 Global) Announces Early Tender Results of Cash Tender For A Portion Of Its 4.625% Senior Notes Due 2030
According to the information received from
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48123VAF9;
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(1) |
Does not include accrued but unpaid interest, which will also be payable as provided in the Offer to Purchase. |
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(2) |
Includes the Early Tender Premium (as defined below). |
The terms and conditions of the Tender Offer are described in an Offer to Purchase, dated
Holders of Notes that were validly tendered (and not validly withdrawn) at or prior to
In addition to the Tender Offer Consideration or the Total Consideration, as applicable, all holders of Notes accepted for purchase will receive accrued and unpaid interest from and including the last interest payment date to, but not including, the applicable Settlement Date (as defined below) for such Notes.
The Withdrawal Time for the Tender Offer was
The Tender Offer will expire at
Provided that the conditions to the Tender Offer have been satisfied or waived, payment for Notes validly tendered at or prior to the Early Tender Time and accepted for purchase in the Tender Offer will be made on
Provided that the conditions to the Tender Offer have been satisfied or waived, and assuming acceptance for purchase by the Company of any Notes validly tendered after the Early Tender Time and before the Expiration Time, pursuant to the Tender Offer, payment for any Notes validly tendered after the Early Tender Time, but at or prior to the Expiration Time, and accepted for purchase in the Tender Offer will be made on the settlement date that is expected to be the second business day following the Expiration Time (the "Final Settlement Date" and, together with the Early Settlement Date, the "Settlement Dates").
The Company reserves the right, but is under no obligation, to increase the Maximum Purchase Amount at any time, subject to compliance with applicable law, which could result in the Company purchasing a greater aggregate principal amount of Notes in the Tender Offer. There can be no assurance that the Company will exercise its right to increase the Maximum Purchase Amount.
The Tender Offer is not contingent upon the tender of any minimum principal amount of Notes. The Company's obligation to accept for purchase and to pay for the Notes validly tendered in the Tender Offer is subject to and conditioned on the satisfaction or waiver of the conditions described in the Offer to Purchase. The condition relating to the consummation of the separation described below under “About Ziff Davis” has been satisfied. The Company reserves the right, subject to applicable law, to extend the Expiration Time to a later date and time as announced by the
The dealer manager for the Tender Offer is
This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
About Ziff Davis (formerly J2 Global)
On
“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995
Certain statements in this Press Release are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995 with respect to the proposed spin-off transaction. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including market and other conditions and include uncertainties regarding expected operating performance and financial position of the companies after the separation, the costs and expected benefits of the proposed separation, and the expected tax treatment of the transaction. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors described in Ziff Davis’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time by Ziff Davis with the
Source:
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