Exhibit 99.1
FORM OF LETTER OF
TRANSMITTAL
of
AFFINION GROUP,
INC.
Offer to Exchange up to
$150,000,000 Aggregate Principal Amount of its
10
1
/ 8 %
Senior Notes Due 2013 which have been registered under the
Securities Act of 1933, as amended
For Any and All of its
Outstanding
10
1
/ 8 %
Senior Notes Due 2013
Pursuant to the Prospectus Dated
,
2009
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THIS OFFER WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
,
2009 UNLESS EXTENDED BY AFFINION GROUP, INC. IN ITS SOLE DISCRETION
(THE “EXPIRATION DATE”). TENDERS OF NOTES MAY BE
WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
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The Exchange Agent for the
Exchange Offer is:
WELLS FARGO BANK, N.A.
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By Registered or
Certified Mail:
Wells Fargo Bank, N.A.
MAC—N9303-121
Corporate Trust Operations
P.O. Box 1517
Minneapolis, MN 55480-1517
Attn: Reorg
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By Overnight Delivery or
Regular
Mail:
Wells Fargo Bank, N.A.
MAC—N9303-121
Corporate Trust Operations
Sixth & Marquette Avenue
Minneapolis, MN 55479
Attn: Reorg
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By Facsimile:
(612) 667-4927
Attn: Bondholder Communications
Confirm by Email:
bondholdercommunications@wellsfargo.com
Confirm by
Telephone:
(800) 344-5128 Attn: Bondholder
Communications
Delivery of this Letter of
Transmittal to an Address other than as set forth above or
transmission by facsimile to a number other than as set forth above
does not constitute valid delivery.
The undersigned acknowledges receipt
of the Prospectus dated
,
2009 (the “Prospectus”) of Affinion Group, Inc. (the
“Issuer”), and this Letter of Transmittal (the
“Letter of Transmittal”), which together describe the
Issuer’s offer (the “Exchange Offer”) to exchange
its 10 1 / 8
% Senior Notes Due 2013 (the
“Exchange Notes”) which have been registered under the
Securities Act of 1933, as amended (the “Securities
Act”), for an equal aggregate principal amount of its
outstanding 10 1 / 8
% Senior Notes Due 2013 ( the
“Old Notes”). The Old Notes were issued on June 5,
2009.
Each broker dealer that receives the
Exchange Notes for its own account pursuant to the Exchange Offer
must acknowledge that it will deliver a prospectus in connection
with any resale of the Exchange Notes. The Prospectus, as it may be
amended or supplemented from time to time, may be used by a broker
dealer in
connection with resales of the Exchange Notes
received in exchange for the Old Notes where the Old Notes were
acquired as a result of market making activities or other trading
activities. The Issuer has agreed that, for a period of 180 days
after the consummation of the Exchange Offer, it will make the
Prospectus, as amended or supplemented, available to any broker
dealer for use in connection with any such resale. In addition,
until
,
2009, all dealers effecting transactions in the Exchange Notes may
be required to deliver a prospectus.
The Issuer will not receive any
proceeds from any sale of the Exchange Notes by broker dealers.
Exchange Notes received by broker dealers for their own account
pursuant to the Exchange Offer may be sold from time to time in one
or more transactions in the over the counter market, in negotiated
transactions, through the writing of options on the Exchange Notes
or a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such
prevailing market prices or negotiated prices. Any such resale may
be made directly to purchasers or to or through brokers or dealers
who may receive compensation in the form of commissions or
concessions from any such broker dealer or the purchasers of any of
the Exchange Notes. Any broker dealer that resells the Exchange
Notes that were received by it for its own account pursuant to the
Exchange Offer and any broker or dealer that participates in a
distribution of the Exchange Notes may be deemed to be an
“underwriter” within the meaning of the Securities Act
and any profit on any such resale of the Exchange Notes and any
commission or concessions received by any such persons may be
deemed to be underwriting compensation under the Securities
Act.
For a period of 180 days after the
consummation of the Exchange Offer, the Issuer will promptly send
additional copies of the Prospectus and any amendment or supplement
to the Prospectus to any broker dealer that requests such
documents. The Issuer has agreed to pay all expenses incident to
the Exchange Offer (including the expenses of one counsel for the
holders of the Old Notes) other than commissions or concessions of
any brokers or dealers and will indemnify the holders of the Old
Notes (including any broker dealers) against certain liabilities,
including liabilities under the Securities Act.
The terms of the Exchange Notes are
identical in all material respects (including principal amount,
interest rate and maturity) to the terms of the Old Notes for which
they may be exchanged pursuant to the Exchange Offer, except that
the Exchange Notes are freely tradable by holders thereof (except
as provided herein or in the Prospectus).
Capitalized terms used but not
defined herein shall have the same meaning given them in the
Prospectus.
YOUR BANK OR BROKER CAN ASSIST YOU
IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER
OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR
ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS
LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE
AGENT.
The undersigned has checked the
appropriate boxes below and signed this Letter of Transmittal to
indicate the action the undersigned desires to take with respect to
the Exchange Offer.
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PLEASE READ THE ENTIRE LETTER OF
TRANSMITTAL AND
THE PROSPECTUS CAREFULLY BEFORE
CHECKING ANY BOX BELOW.
List below the Old Notes to which
this Letter of Transmittal relates. If the space provided below is
inadequate, the certificate numbers and aggregate principal amounts
should be listed on a separate signed schedule affixed
hereto.
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Name(s) and address(es) of
registered holder(s)
(Please fill in if blank)
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Certificate
Number(s)*
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Aggregate
Principal
Amount
Represented**
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Principal
Amount
Tendered**
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*
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Need not be
completed by Holders tendering by book-entry transfer.
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**
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Unless
otherwise indicated, the holder will be deemed to have tendered the
full aggregate principal amount represented by such Old Notes. See
instruction 2.
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Holders of Old Notes whose Old Notes
are not immediately available or who cannot deliver all other
required documents to the Exchange Agent on or prior to the
Expiration Date or who cannot complete the procedures for
book-entry transfer on a timely basis, must tender their Old Notes
according to the guaranteed delivery procedures set forth in the
Prospectus.
Unless the context otherwise
requires, the term “holder” for purposes of this Letter
of Transmittal means any person in whose name Old Notes are
registered or any other person who has obtained a properly
completed bond power from the registered holder or any person whose
Old Notes are held of record by The Depository Trust Company
(“DTC”).
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If the undersigned is not a
broker-dealer, the undersigned represents that it is not engaged
in, and does not intend to engage in, a distribution of Exchange
Notes. If the undersigned is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Old Notes that
were acquired as a result of market-making activities or other
trading activities, it acknowledges that it will deliver a
prospectus in connection with any resale of such Exchange Notes;
however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act.
A broker-dealer may not participate in the Exchange Offer with
respect to Old Notes acquired other than as a result of
market-making activities or other trading activities. Any holder
who is an “affiliate” of the Issuer or who has an
arrangement or understanding with respect to the distribution of
the Exchange Notes to be acquired pursuant to the Exchange Offer,
or any broker-dealer who purchased Old Notes from the Issuer to
resell pursuant to Rule 144A under the Securities Act or any other
available exemption under the Securities Act must comply with the
registration and prospectus delivery requirements under the
Securities Act.
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¨
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CHECK HERE IF
TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
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Name(s) of Registered
Holder(s):
Window Ticker Number (if any):
Date of Execution of Notice of
Guaranteed Delivery:
Name of Eligible Institution that
Guaranteed Delivery:
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¨
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CHECK HERE IF
YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF
THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
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Name:
Address:
SPECIAL EXCHANGE
INSTRUCTIONS
(See Instructions 3, 4 and
5)
To be completed ONLY if certificates
for Old Notes in a principal amount not tendered, or Exchange Notes
issued in exchange for Old Notes accepted for exchange, are to be
issued in the name of someone other than the
undersigned.
Issue certificate(s) to:
Name
(Please Print)
Address
(Zip Code)
(Tax Identification or Social
Security Number)
(See Substitute Form W-9
Herein)
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SPECIAL DELIVERY
INSTRUCTIONS
(See Instructions 3, 4 and
5)
To be completed ONLY if certificates
for Old Notes in a principal amount not tendered, or Exchange Notes
issued in exchange for Old Notes accepted for exchange, are to be
sent to someone other than the undersigned, or to the undersigned
at an address other than that shown above.
Deliver Certificate(s)
to:
Name
(Please Print)
Address
(Zip Code)
(Tax Identification or Social
Security Number)
(See Substitute Form W-9
Herein)
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PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the
conditions of the Exchange Offer, the undersigned hereby tenders to
the Issuer the principal amount of the Old Notes indicated above.
Subject to, and effective upon, the acceptance for exchange of all
or any portion of the Old Notes tendered herewith in accordance
with the terms and conditions of the Exchange Offer (including, if
the Exchange Offer is extended or amended, the terms and conditions
of any such extension or amendment), the undersigned hereby
exchanges, assigns and transfers to, or upon the order of, the
Issuer all right, title and interest in and to such Old Notes as
are being tendered herewith. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent as its true and lawful
agent and attorney-in-fact of the undersigned (with full knowledge
that the Exchange Agent also acts as the agent of the Issuer, in
connection with the Exchange Offer) to cause the Old Notes to be
assigned, transferred and exchanged.
The undersigned represents and
warrants that it has full power and authority to tender, exchange,
assign and transfer the Old Notes and to acquire Exchange Notes
issuable upon the exchange of such tendered Old Notes, and that,
when the same are accepted for exchange, the Issuer will acquire
good and unencumbered title to the tendered Old Notes, free and
clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim. The undersigned and any beneficial
owner of the Old Notes tendered hereby further represent and
warrant that (i) the Exchange Notes acquired by the
undersigned and any such beneficial owner of Old Notes pursuant to
the Exchange Offer are being acquired in the ordinary course of
business, (ii) neither the undersigned nor any such beneficial
owner has an arrangement or understanding with any person to
participate in the distribution of the Old Notes or the Exchange
Notes within the meaning of the Securities Act, (iii) if the
undersigned or any such beneficial owner is not a broker-dealer,
that neither the undersigned nor any such beneficial owner nor any
such other person is engaging in or intends to engage in a
distribution of such Exchange Notes, (iv) neither the
undersigned nor any such other person is an
“affiliate,” as defined in Rule 405 promulgated under
the Securities Act, of the Issuer or if the undersigned is an
“affiliate,” such person will comply with the
registration and prospectus delivery requirements of the Securities
Act to the extent applicable, and (v) if the undersigned or
any such beneficial owner is a broker-dealer, that it will receive
Exchange Notes for its own account in exchange for Old Notes that
were acquired as a result of market-making activities or other
trading activities and that it will be required to acknowledge that
it will deliver a prospectus in connection with any resale of such
Exchange Notes. The undersigned and each beneficial owner
acknowledge and agree that any person who is an affiliate of the
Issuer or who tenders in the Exchange Offer for the purpose of
participating in a distribution of the Exchange Notes must comply
with the registration and prospectus delivery requirements of the
Securities Act in connection with a resale transaction of the
Exchange Notes acquired by such person and may not rely on the
position of the staff of the Securities and Exchange Commission set
forth in the no-action letters discussed in the Prospectus under
the caption “The Exchange Offer—Purpose and Effect of
this Exchange Offer.” The undersigned and each beneficial
owner will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Issuer to be
necessary or desirable to complete the sale, assignment and
transfer of the Old Notes tendered hereby.
For purposes of the Exchange Offer,
the Issuer shall be deemed to have accepted validly tendered Old
Notes when, as and if the Issuer had given oral notice (confirmed
in writing) or written notice thereof to the Exchange
Agent.
If any tendered Old Notes are not
accepted for exchange pursuant to the Exchange Offer because of an
invalid tender, the occurrence of certain other events set forth in
the Prospectus or otherwise, any such unaccepted Old Notes will be
returned, without expense, to the undersigned at the address shown
below or at a different address as may be indicated herein under
“Special Delivery Instructions” as promptly as
practicable after the Expiration Date.
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All authority herein conferred or
agreed to be conferred shall survive the death or incapacity of the
undersigned and every obligation of the undersigned hereunder shall
be binding upon the heirs, personal representatives, successors and
assigns of the undersigned.
The undersigned understands that
tenders of Old Notes pursuant to the procedures described under the
caption “The Exchange Offer—Procedures for
Tendering” in the Prospectus and in the instructions hereto
will constitute a binding agreement between the undersigned and the
Issuer upon the terms and subject to the conditions of the Exchange
Offer, subject only to withdrawal of such tenders on the terms set
forth in the Prospectus under the caption “The Exchange
Offer—Withdrawal of Tenders.”
Unless otherwise indicated under
“Special Exchange Instructions,” please cause the
Exchange Notes to be issued, and return any Old Notes not tendered
or not accepted for exchange, in the name(s) of the undersigned
(and, in the case of Old Notes tendered by book-entry t