SIOUX FALLS, S.D., Jan. 8, 2013 /PRNewswire/ -- LodgeNet Interactive
Corporation (NASDAQ: LNET) ("LodgeNet" or the "Company") today
announced that on January 3, 2013 the
Company received a Staff Determination Letter from the Listing
Qualifications Department of The NASDAQ Stock Market (the "Staff"),
notifying the Company that the Company's securities will be subject
to delisting from The NASDAQ Stock Market. Trading of the
Company's common stock will be suspended at the opening of business
on January 14, 2013, and a Form
25-NSE will be filed with the U.S. Securities and Exchange
Commission to remove the Company's common stock from listing and
registration on The NASDAQ Stock Market. The Company does not
intend to request an appeal of the decision to delist its common
stock.
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On December 31, 2012, the Company
disclosed that it has entered into a $60
million investment agreement with Colony Capital, LLC and
its affiliate, and certain other investors, to effect a
recapitalization of the Company that will be implemented through an
expedited Chapter 11 bankruptcy process (the "Planned Bankruptcy
Filing"). Pursuant to the Planned Bankruptcy Filing, as
previously disclosed, holders of the Company's outstanding shares
of common stock and Series B Preferred Stock will have their shares
cancelled without receiving any distribution.
The Staff's determination to delist the Company's securities
from The NASDAQ Stock Market, in accordance with the Staff's
authority under Listing Rules 5101 and IM-5101-1, was based on the
Planned Bankruptcy Filing and associated public interest concerns
raised by it. The Staff's letter also cited concerns
regarding the residual equity interest of the existing listed
securities holders, as well as concerns about the Company's ability
to sustain compliance with all requirements for continued listing
on The NASDAQ Stock Market, as reasons for the delisting
determination.
As previously disclosed, on August 31,
2012, the Staff notified the Company that the bid price of
its common stock had closed below $1
per share for 30 consecutive trading days, and accordingly, that
the Company did not comply with Listing Rule 5450(a)(1).
Also, as previously disclosed, on September
21, 2012, the Staff notified the Company that for 30
consecutive days prior thereto it no longer met the market value of
publicly held shares requirement of $15
million as required by Listing Rule 5450(b)(3)(C). The
Company has not regained compliance with either rule.
About LodgeNet
LodgeNet Interactive is the leading provider of interactive
media and connectivity services to hospitality and healthcare
businesses and the consumers they serve. Recently named by
Advertising Age as one of the Leading 100 US Media Companies,
LodgeNet Interactive serves approximately 1.5 million hotel rooms
worldwide in addition to healthcare facilities throughout
the United States. The Company's
services include: Interactive Television, Broadband and Advertising
Media Solutions along with nationwide technical and professional
support services. LodgeNet Interactive owns and operates businesses
under the industry leading brands: LodgeNet, The Hotel Networks and
LodgeNet Healthcare. LodgeNet Interactive is listed on NASDAQ and
trades under the symbol LNET. For more information, please visit
www.lodgenet.com.
LodgeNet and the LodgeNet logo are registered trademarks of
LodgeNet Interactive Corporation. All rights reserved.
Special Note Regarding Forward-Looking Statements –
Certain statements in this press release constitute
"forward-looking statements," including, without limitation,
statements regarding the Company's investment agreement with Colony
Capital LLC, its affiliate, and certain other investors, and the
Company's proposed recapitalization and Planned Bankruptcy
Filing.
Such forward-looking statements are subject to risks,
uncertainties and other factors that could cause the actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include,
among others, the Company's ability to comply with the terms
of the investment agreement, including the conditions to closing,
which require, among other things, that the Company maintain a
certain minimum amount of liquidity, maintain certain material
contracts, and obtain the Bankruptcy Court's approval of its
Chapter 11 plan of reorganization; the Company's ability to obtain
Bankruptcy Court approval with respect to its motions in the
Chapter 11 proceedings; risks associated with third party motions
in the Chapter 11 proceedings, which may interfere with the
Company's ability to consummate its plan of reorganization; the
potential adverse effects of the Chapter 11 proceedings on the
Company's business, customer relationships, liquidity or results of
operations; and other factors detailed, from time to time, in our
filings with the Securities and Exchange Commission. For any of the
foregoing reasons, our anticipated results may not meet our
expectations. These forward-looking statements speak only as of the
date of this press release. We expressly disclaim any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in our expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is
based.
SOURCE LodgeNet Interactive Corporation