Allen Media, LLC and Allen Media Co-Issuer, Inc. Announce Revisions To Consent Solicitation In Connection With Its 10.500% Senior Notes Due 2028

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Jul 12, 2021, 09:00 ET

LOS ANGELES, July 12, 2021 /PRNewswire/ -- Allen Media, LLC and Allen Media Co-Issuer, Inc. (collectively, "AMG") announced today the amendment of its consent solicitation, dated July 2, 2021 (the "Consent Solicitation") soliciting consents from holders of their 10.500% Senior Notes due 2028 (the "Notes") pursuant to the Amendment No 1 (the "Amendment") to the Consent Solicitation Statement (as defined below).

AMG has amended the terms of the Consent Solicitation relating to the Consolidated Adjusted EBITDA definition in the Indenture (as defined below). The purpose of the amended Consent Solicitation is to (1) clarify that the add-back for depreciation and amortization expense excludes amortization of TV library, amortization of TV production costs and film rights, and amortization of programming rights, (2) limit the add-back for restructuring, integration, transition or similar charges, expenses or reserves to an amount not to exceed $10 million for any test period, (3) limit the addback for extraordinary, unusual or non-recurring costs, fees, charges and other expenses to an amount not to exceed $20 million for any test period, and (4) limit the pro forma adjustments related to the transaction (described below) to an amount not to exceed $3.6 million.

The Consent Solicitation is being made upon the terms and subject to the conditions set forth in the consent solicitation statement, dated as of July 2, 2021 (as amended pursuant to the Amendment and as the same may be amended or supplemented from time to time, the "Consent Solicitation Statement"). Except as set forth above with respect to the pro forma adjustments and the Consolidated Adjusted EBITDA Definition, any other amendments set forth in the Amendment are intended to be non-substantive clarifications of the amendments set forth in the Consent Solicitation Statement described below. All other terms and conditions of the Consent Solicitation remain the same as set forth and described in the Consent Solicitation Statement. AMG reserves the absolute right, subject to applicable laws, to amend, waive or modify the terms of the Consent Solicitation with respect to the Notes in any manner. For a complete statement of the terms and conditions of the Consent Solicitation, Holders of the Notes should refer to the Consent Solicitation Statement.

As previously announced, AMG is planning to acquire television stations in 10 markets from several parties for approximately $500 million cash in aggregate, transfer broadcast television station KITV to the restricted group and refinance related debt outstanding. The purpose of the Consent Solicitation is to obtain approval to amend and modify the indenture governing the Notes (the "Indenture") and the other related documents to the extent necessary. The proposed amendments would (1) permit the incurrence of additional secured and unsecured indebtedness up to $550.0 million in the aggregate, $210 million of which is expected to be secured indebtedness, and (2) increase the size of AMG's senior credit facilities in connection with the proposed acquisitions, including increasing AMG's existing revolving credit facility from $60 million to $100 million in the aggregate. Adoption of the proposed amendments requires the receipt of valid and unrevoked consents from holders of not less than a majority in aggregate principal amount of the Notes (the "Requisite Consents").

The Consent Solicitation, as amended pursuant to the Amendment, will expire at 5:00 p.m., New York City time, on July 14, 2021, unless otherwise further extended (such time and date, as may be extended, the "Expiration Date"). A consent can be revoked prior to the earlier of the receipt of the Requisite Consents or the Expiration Date, unless otherwise extended (such time and date, as may be extended, the "Revocation Deadline"). Holders of Notes that delivered their consents prior to the date of the Amendment and do not revoke such consents prior to the Expiration Date shall be considered to have accepted the terms and conditions of the Consent Solicitation. The record date for the Consent Solicitation is 5:00 p.m., New York City time, on July 1, 2021.

Subject to the terms and conditions of the Consent Solicitation, AMG expects to pay to each holder of Notes that consents to the amendments proposed by the Consent Solicitation, on or prior to the Expiration Date and which consent is not revoked prior to the Revocation Deadline, a fee equal to $60 in cash for each $1,000 in principal amount of the Notes for which consent is received (the "Consent Fee"). Payment of the Consent Fee is conditioned on (1) the receipt of the Requisite Consents, (2) the effectiveness of the related amendments to the senior credit facilities to effect the transactions and (3) the closing of certain of the proposed acquisitions.

The Consent Solicitation is being made pursuant to a Consent Solicitation Statement, dated July, 2, 2021, as amended by the Amendment. RBC Capital Markets, LLC is serving as solicitation agent and Ipreo LLC is serving as tabulation agent in connection with the Consent Solicitation. Requests for assistance in delivering consents or for additional copies of the Consent Solicitation Statement should be directed to Ipreo at (212) 849-3880 or by email to [email protected] or to RBC Capital Markets, LLC at (877) 381-2099 (toll free) or (212) 618-7843 (collect) or by e-mail at [email protected].

This press release is not an offer to sell securities and it is not soliciting an offer to buy securities.

About Allen Media Group
Chairman and CEO Byron Allen founded Allen Media Group in 1993. Headquartered in Los Angeles, it has offices in New York, Chicago, Atlanta, and Raleigh. Pro forma for the transaction, Allen Media Group will own 25 ABC-NBC-CBS-FOX network affiliate broadcast television stations and ten 24-hour HD television networks serving over 190 million subscribers: THE WEATHER CHANNEL, PETS.TV, COMEDY.TV, RECIPE.TV, CARS.TV, ES.TV, MYDESTINATION.TV, JUSTICE CENTRAL.TV, THEGRIO.TV, and THIS TV. Allen Media Group will add its eleventh network, THE WEATHER CHANNEL EN ESPANOL in 2022. Allen Media Group also produces, distributes, and sells advertising for 67 television programs, making it one of the largest independent producers/distributors of first-run syndicated television programming for broadcast television stations. With a library of over 5,000 hours of owned content across multiple genres, Allen Media Group provides video content to broadcast television stations, cable television networks, mobile devices, multimedia platforms, and the World Wide Web. Our mission is to provide excellent programming to our viewers, online users, and Fortune 500 advertising partners.

Forward Looking Statements
Some statements in this press release are known as "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements about AMG's plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts. When used in this press release, the words "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions are generally intended to identify forward-looking statements. Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements, including AMG's plans, objectives, expectations and intentions and other factors. You should not place undue reliance on such forward-looking statements, which are based on the information currently available to AMG and speak only as of the date of this press release. AMG undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures made on related subjects in subsequent periodic reports filed with the U.S. Bank National Association, as trustee under the indenture governing the Notes, or posted on the Intralinks website.

SOURCE Allen Media Group