[December 18, 2014] |
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iPayment Holdings, Inc. and iPayment, Inc. Announce Extension of Offers to Exchange and Consent Solicitations
On December 18, 2014, iPayment Holdings, Inc. ("Holdings") and iPayment,
Inc. ("iPayment" and, together with Holdings, the "Companies") announced
the further extension of the exchange offers (the "Exchange Offers") and
consent solicitations (the "Consent Solicitations," and together with
the Exchange Offers, the "Offers") relating to Holdco's 15.00%/15.00%
Senior Notes due 2018 (the "Holdco Notes") and Opco's 10.25% Senior
Notes due 2018 (the "Opco Notes" and, together with the Holdco Notes,
the "Existing Notes") previously commenced by the Companies on November
7, 2014 pursuant to the Offers to Exchange and Consent Solicitation
Statement, dated as of November 7, 2014 (as it may be amended from time
to time, the "Statement").
As of 5:00 p.m., New York City time, on December 17, 2014, according to
Global Bondholder Services Corporation, the Information and Exchange
Agent for the Offers, approximately $134,389,664, or 96.98%, of the
aggregate principal amount of outstanding Holdco Notes had been validly
tendered for exchange ad not withdrawn and approximately $374,584,000,
or 93.65%, of the aggregate principal amount of outstanding Opco Notes
had been validly tendered for exchange and not withdrawn.
The Companies have extended the expiration time of the Offers from 5:00
p.m., New York City time, on December 17, 2014, to 5:00 p.m., New York
City time, on December 18, 2014.
The securities offered pursuant to the Statement have not been, and
except as described in the Statement will not be, registered under the
Securities Act of 1933, as amended (the "Securities Act"), and may not
be offered or sold in the United States absent registration under the
Securities Act and applicable state securities laws or an applicable
exemption therefrom. The Exchange Offers are being made pursuant to the
exemption provided for under Section 4(a)(2) of the Securities Act.
This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, any of the securities described herein
and is also not a solicitation of consents to proposed amendments as
described in the Statement. No recommendation is made as to whether the
holders of Existing Notes should tender their Existing Notes or deliver
the related consents in the Exchange Offers. The Statement will be
distributed only to holders of Existing Notes that complete and return a
letter of eligibility confirming that they are "eligible holders" for
the purposes of the Offers.
The above description of the Statement does not purport to be a complete
statement of the parties' rights and obligations thereunder. The
Companies can provide no assurance that the Offers will occur on the
terms described in this report, or at all. Any information disclosed in
this press release shall not be construed as an admission that such
information is material. This report does not constitute an offer to
sell, or a solicitation of offers to buy, the securities described
herein.
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