Affinion Group Holdings, Inc. (AGI) announced that on May 10, 2017 they completed the previously announced (1) offer to exchange or repurchase for cash at the holder’s election relating to all of Affinion Group’s outstanding 7.875% Senior Notes due 2018, (2) offer to exchange or repurchase for cash at the holder’s election relating to all of Affinion Holdings’ outstanding 13.75%/14.50% Senior Secured PIK/Toggle Notes due 2018 and (3) offer to exchange or repurchase for cash at the holder’s election relating to all of Affinion Investments, LLC’s outstanding 13.50% Senior Subordinated Notes due 2018. The Exchange Offers expired at 5:00 p.m., New York City time, on May 5, 2017. In the Exchange Offers, Affinion Group, Affinion Holdings and Affinion Investments accepted for exchange all Existing Notes validly tendered. As of the Expiration Time, (1) $269,718,000 aggregate principal amount of the Existing AGI Notes (or approximately 56.8%), (2) $4,567,624 aggregate principal amount of the Existing Holdings Notes (or approximately 28.4%) and (3) $12,448,280 aggregate principal amount of the Existing Investments Notes (or approximately 55.1%) were validly tendered in the Exchange Offers. As a result of the completion of the AGI Exchange Offer, (1) Affinion Group issued approximately $277.8 million aggregate principal amount of new Senior Cash 12.5% / PIK Step-Up to 15.5% Notes due 2022, (2) Affinion Holdings issued warrants to purchase approximately 1.1 million shares of Affinion Holdings’ Common Stock, and (3) Affinion Group paid approximately $0.4 million in cash, in exchange for the validly tendered Existing AGI Notes. As a result of the completion of the Holdings Exchange Offer, (1) Affinion Group issued approximately $4.7 million aggregate principal amount of New Notes and (2) Affinion Holdings issued New Warrants to purchase approximately 18,500 shares of Common Stock, in exchange for the validly tendered Existing Holdings Notes. As a result of the completion of the Investments Exchange Offer, (1) Affinion Group issued approximately $12.8 million aggregate principal amount of New Notes, (2) Affinion Holdings issued New Warrants to purchase approximately 51,000 shares of Common Stock and (3) Affinion Investments paid approximately $1,000 in cash and, together with the AGI Cash Consideration, in exchange for the validly tendered Existing Investments Notes. The Cash Consideration was funded pursuant to the previously announced Investor Purchase Agreement, dated as of March 31, 2017, among Affinion Holdings, Affinion Group and Affinion Investments, affiliates of Elliott Management Corporation, Franklin Mutual Quest Fund, a fund managed by Franklin Mutual Advisers, LLC, affiliates of Empyrean Capital Partners, LP, and Metro SPV LLC, an affiliate of ICG Strategic Secondaries Advisors LLC. Pursuant to the Investor Purchase Agreement, the Investors (or their affiliates) had agreed to purchase an aggregate principal amount of New Notes and New Warrants to yield sufficient cash proceeds to repurchase any Existing Notes tendered for Cash Consideration in the Exchange Offers, and the Investors were entitled to receive a commitment premium and funding premium payable upon closing of the Exchange Offers. Further, pursuant to the Investor Purchase Agreement, the Investors had agreed to purchase an aggregate principal amount of New Notes and New Warrants that would yield sufficient cash proceeds to redeem any Existing Notes not tendered in the Exchange Offers if Affinion Holdings, Affinion Group or Affinion Investments exercised its option to redeem any Existing Notes not tendered in the Exchange Offers. Affinion Group exercised its option to redeem all Existing AGI Notes not tendered in the AGI Exchange Offer. As a result of the Exchange Offers, the Initial Investment and the Follow-On Investment in connection with the Existing AGI Notes Redemption and the payment of the commitment premium and funding premium to the Investors, (1) Affinion Group issued approximately $532.6 million aggregate principal amount of New Notes and (2) Affinion Holdings issued New Warrants to purchase approximately 4.0 million shares of Common Stock, of which (a) approximately $295.3 million aggregate principal amount of New Notes and New Warrants to purchase up to approximately 1.2 million shares of Common Stock were issued to participating holders (including certain of the Investors) in the Exchange Offers and (b) approximately $237.3 million aggregate principal amount of New Notes and New Warrants to purchase approximately 2.8 million shares of Common Stock were issued to the Investors pursuant to the Investor Purchase Agreement in connection with the Initial Investment, the Follow-On Investment in connection with the Existing AGI Notes Redemption and the commitment and funding premiums payable under the Investor Purchase Agreement.
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