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
June 14, 2012
Date of Report (Date of earliest event reported)
RDA HOLDING CO.
(Exact name of registrant as specified in its charter)
Delaware | 333-170143-07 | 37-1537045 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) | ||
750 Third Avenue New York, New York | 10017 | |
(Address of principal executive offices) | (Zip Code) | |
(646) 293-6000
(Registrant's telephone number, including area code)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
On June 15, 2012, The Reader's Digest Association, Inc. (“RDA”), a wholly owned subsidiary of RDA Holding Co., completed its cash tender offer to purchase up to $60,660,000 of its Floating Rate Senior Secured Notes due 2017 (the “Notes”), using proceeds from the sale of its Allrecipes.com business, at a purchase price of 95% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase.
The tender offer expired at midnight, New York City time, on June 14, 2012. RDA received tenders of approximately $509 million aggregate principal amount of notes. Under the terms of the tender offer, holders who tendered Notes that were accepted for payment received $950.00 per $1,000 in principal amount of the Notes. On June 15, 2012, RDA accepted for purchase $60,596,000 aggregate principal amount of the Notes on a pro rata basis, pursuant to the tender offer, at a total cost of $58,061,908.94, including accrued and unpaid interest to the date of purchase.
The information contained in this report shall not constitute an offer to sell or a solicitation of an offer to purchase any notes and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
The information in this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
RDA Holding Co. | ||
/s/ Andrea Newborn | ||
Name: | Andrea Newborn | |
Title: | Senior Vice President, General Counsel and Secretary | |
Date: June 18, 2012 | ||