LBI Media, Inc. Announces Extension Of The Expiration Date Of Private Exchange Offers And Solicitation Of Consents
BURBANK, Calif., Oct. 5, 2012 /PRNewswire/ -- LBI Media, Inc. ("Media") announced today that the Expiration Date has been extended to midnight, New York City time, on October 12, 2012 for their previously announced private exchange offers (the "Exchange Offers") to exchange:
| (a) |
Media's 11% Senior Secured Notes due 2019 (the "Senior Priority Secured Notes") and Media's 11% Junior Priority Senior Secured Notes due 2019 (the "Junior Priority Senior Secured Notes") for any and all of Media's 8 1/2% Senior Subordinated Notes due 2017 (the "Old Senior Subordinated Notes") and |
| (b) |
(i) if holders of at least a majority of the Old Senior Subordinated Notes consent, and do not withdraw their consents, to certain proposed amendments to the indenture governing the Old Senior Subordinated Notes (the "Old Senior Subordinated Notes Proposed Amendments"), Junior Priority Senior Secured Notes, or (ii) if holders of at least a majority of the Old Senior Subordinated Notes do not consent to the Old Senior Subordinated Notes Proposed Amendments, Media's 11% Senior Subordinated Notes due 2019 (the "2012 Senior Subordinated Notes", and with the Senior Priority Secured Notes and Junior Priority Senior Secured Notes, collectively, the "New Notes") for any and all of LBI Media Holdings, Inc.'s ("Holdings") 11% Senior Discount Notes due 2013 (the "Discount Notes", and together with the Old Senior Subordinated Notes, the "Old Notes"). |
Further, Media also announced today that the Expiration Date has been extended to midnight, New York City time, on October 12, 2012 for its related solicitation of consents (the "Consents") to the Old Senior Subordinated Notes Proposed Amendments and certain proposed amendments to the indenture governing the Discount Notes (the "Discount Notes Proposed Amendments" and together with the Old Senior Subordinated Notes Proposed Amendments, the "Proposed Amendments").
Media announced today additional preliminary results of the Exchange Offers. As of midnight, New York City time, October 5, 2012, which was the prior extended expiration date for the Exchange Offers, (i) approximately $10.4 million, or 4.6%, of the outstanding principal amount of Old Senior Subordinated Notes not held by affiliates of Media had been validly tendered and not withdrawn, and (ii) none of the outstanding principal amount of Discount Notes not held by affiliates of Holdings had been validly tendered and not withdrawn. In addition, Oaktree Capital Management, L.P. ("Oaktree") and Tinicum Capital Partners II, L.P. ("Tinicum") and their affiliates beneficially hold approximately $52.9 million, or 23.1%, of the outstanding principal amount of Old Senior Subordinated Notes not held by affiliates of Media and approximately $1.1 million, or 2.5%, of the outstanding principal amount of Discount Notes not held by affiliates of Holdings, which notes Oaktree and Tinicum have agreed to tender, subject to certain specified conditions in a support agreement with Media, in the Exchange Offers.
Old Notes may still be tendered and Consents may still be delivered until midnight, New York City time, on October 12, 2012 unless the Exchange Offers or solicitation of Consents of the Old Notes is terminated or withdrawn earlier, or unless the Exchange Offers or solicitation of Consents of the Old Notes is further extended, the "Expiration Date"). The withdrawal deadline has passed and tenders of Old Notes and the related Consents may no longer be withdrawn or revoked. In addition, Media has the right to amend, terminate or withdraw any of the Exchange Offers or solicitation of Consents, at any time and for any reason, including if any of the conditions to the Exchange Offers or solicitation of Consents are not satisfied. The terms of the Exchange Offers and solicitation of Consents are described more fully in the confidential offering memorandum and consent solicitation statement, as amended (the "Offering Memorandum") that was prepared in connection with the Exchange Offers and solicitation of Consents. All the conditions set forth in the Offering Memorandum remain unchanged.
In addition, with respect to Media's concurrent solicitation of consents to the proposed amendments (the "First Priority Senior Secured Notes Proposed Amendments") to the indenture governing Media's 9 1/4% Senior Secured Notes due 2019 (the "First Priority Senior Secured Notes"), Media has extended the expiration date for the solicitation of Consents to the First Priority Senior Secured Notes Proposed Amendments to midnight, New York City time, on October 12, 2012.
The New Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be transferred or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Exchange Offers are being made only to qualified institutional buyers and accredited investors and outside the United States to persons other than U.S. persons. The Exchange Offers are made only by, and pursuant to, the terms set forth in the Offering Memorandum, and the information in this press release is qualified by reference to the Offering Memorandum and the accompanying consent and letter of transmittal.
This press release shall not constitute a solicitation of consents, an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. No recommendation is made as to whether holders of the securities should tender their securities or give their consent.
D.F. King & Co., Inc. ("D.F. King") is acting as the Information Agent and Exchange Agent for the Exchange Offers and solicitation of Consents. Requests for the Offering Memorandum, the accompanying consent and letter of transmittal and any supplements thereto may be directed to D.F. King at (212) 269-5550 (for brokers and banks) or (800) 431-9645 (for all others).
Forward Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect Media's current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Media undertakes no obligation to update or revise any forward-looking statements to reflect developments or information obtained after the date of this press release, except as required by law.
SOURCE LBI Media, Inc.
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