UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) January 8, 2007
Penton Media, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 001-14337
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36-2875386 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| The Penton Media Building |
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| 1300 East Ninth Street, Cleveland, Ohio
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44114-1503 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
216-696-7000
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01 Other Events
On January 8, 2007 Penton Media, Inc. (the “Company”) announced that, in connection with its cash
tender offers and consent solicitations for (i) any and all of its outstanding 11-7/8% Senior
Secured Notes due 2007 (the “2007 Notes”) and (ii) any and all of its outstanding 10-3/8% Senior
Subordinated Notes due 2011 (the “2011 Notes” and together with the 2007 Notes, the “Notes”), it
has received the requisite consents to amend (i) the indenture governing the 2007 Notes and (ii)
the indenture governing the 2011 Notes.
The Company and U.S. Bank National Association, the trustee under the indenture governing the 2007
Notes, intend to enter into a supplemental indenture, which will amend the indenture under which
the 2007 Notes were issued. The supplemental indenture will not become operative unless and until
the 2007 Notes that have been validly tendered on or prior to the Expiration Date are accepted for
payment and paid for by the Company. The supplemental indenture will, if it becomes operative,
amend the indenture governing the 2007 Notes to, among other things, eliminate substantially all of
the restrictive covenants, certain events of default and other related provisions and release the
security interest benefiting the holders of 2007 Notes.
If the 2007 Notes are accepted for payment by the Company, the consideration to be paid for each
2007 Note validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on
January 8, 2007 (the “Consent Date”) is $1,002.50 per $1,000 principal amount of 2007 Notes, which
includes a consent payment of $10.00 per $1,000 principal amount of 2007 Notes. The consideration
to be paid for each Note validly tendered and not validly withdrawn after the Consent Date but
prior to 9:00 a.m., New York City time, on January 31, 2007, unless extended by the Company in its
sole discretion (the “Expiration Date”) is $992.50 per $1,000 principal amount of 2007 Notes, which
will exclude any consent payment. At 5:00 p.m. on the Consent Date, $122,454,000 aggregate
principal amount of 2007 Notes had been validly tendered and not withdrawn.
The Company and The Bank of New York Trust Company, N.A., the trustee under the indenture governing
the 2011 Notes, intend to enter into a supplemental indenture, which will amend the indenture under
which the 2011 Notes were issued. The supplemental indenture will not become operative unless and
until the 2011 Notes that have been validly tendered on or prior to the Expiration Date are
accepted for payment and paid for by the Company. The supplemental indenture will, if it becomes
operative, amend the indenture governing the 2011 Notes to, among other things, eliminate
substantially all of the restrictive covenants, certain events of default and other related
provisions.
If the 2011 Notes are accepted for payment by the Company, the consideration to be paid for each
2011 Note validly tendered and not validly withdrawn on the Consent Date is $1,054.38 per $1,000
principal amount of 2011 Notes, which includes a consent payment of $10.00 per $1,000 principal
amount of 2011 Notes. The consideration to be paid for each Note validly tendered and not validly
withdrawn after the Consent Date but prior to the Expiration Date is $1,044.38 per $1,000 principal
amount of 2011 Notes, which will exclude any consent payment. At 5:00
p.m. on the Consent Date, $155,050,000 aggregate principal amount of 2011 Notes had been validly
tendered and not withdrawn.
A copy of the Company’s January 8, 2007 press release announcing the receipt of the requisite
consents is attached hereto as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 99.1 |
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Press release dated January 8, 2007 |