Classmates.com 2008 Annual Report Download - page 119

Table of Contents
UNITED ONLINE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. ACQUISITIONS (Continued)
The FTD acquisition was financed in part with the net proceeds of term loan borrowings under a $425 million credit facility, which includes
a $50 million revolving credit facility that was undrawn at the closing of the transaction, with Wells Fargo Bank, National Association, as lead
arranger, and a $60 million credit facility with Silicon Valley Bank. The remaining cash consideration in the transaction was paid from the
Company's and FTD's existing cash on hand.
The total cost of the FTD acquisition was approximately $444.8 million, including expenses incurred in connection with the transaction.
The following table summarizes the components of the purchase price (in thousands):
The Company's common stock was valued at $10.29 for purposes of determining the total purchase price, based on the average of the
Company's closing stock price for the period from two days prior to through two days after the announcement of the receipt of the commitment
from Silicon Valley Bank for the $60 million credit facility, and in connection with that commitment, the Company's election to substitute
additional cash in lieu of seller notes as merger consideration.
The purchase price for the acquisition was allocated to tangible and intangible assets acquired and liabilities assumed based on their
estimated fair values at the Closing Date. The Company believes that the fair values assigned to the assets acquired and the liabilities assumed
were based on reasonable
F-24
Cash consideration
$
306,557
Stock consideration (12.3 million shares of United Online common stock valued at $10.29)
126,151
Transaction costs
12,087
Total
$
444,795