LBI Media, Inc. Announces Final Results Of The Exchange Offers And Solicitations Of Consents

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Dec 19, 2014, 09:27 ET

BURBANK, Calif., Dec. 19, 2014 /PRNewswire/ -- LBI Media, Inc. ("Media") announced today the final results of the following previously announced exchange offers and consent solicitations:

(a) An offer to exchange (the "Second Priority Secured Subordinated Notes Exchange Offer") Media's 11½%/13½% PIK Toggle Second Priority Secured Subordinated Notes due 2020, Series II (the "New Notes") and the related subsidiary guarantees for any and all of Media's outstanding 11½%/13½% PIK Toggle Second Priority Secured Subordinated Notes due 2020 (the "Second Priority Secured Subordinated Notes"), and a concurrent solicitation of consents from holders of a majority of the Second Priority Secured Subordinated Notes to amend the indenture governing the Second Priority Secured Subordinated Notes (the "Second Priority Secured Subordinated Notes Consent Solicitation"), each pursuant to the Offer to Exchange and Consent Solicitation Statement (the "Second Priority Secured Subordinated Notes Offer to Exchange") that was prepared in connection with the Second Priority Secured Subordinated Notes Exchange Offer and the Second Priority Secured Subordinated Notes Consent Solicitation;

(b) An offer to exchange (the "Senior Subordinated Notes Exchange Offer" and, together with the Second Priority Secured Subordinated Notes Exchange Offer, the "Exchange Offers") any combination of (i) New Notes and the related subsidiary guarantees and/or (ii) cash for any and all of Media's outstanding 8½% Senior Subordinated Notes due 2017 (the "Senior Subordinated Notes" and, together with the Second Priority Secured Subordinated Notes, the "Old Notes"), and a concurrent solicitation of consents from holders of a majority of the Senior Subordinated Notes to amend the indenture governing the Senior Subordinated Notes (the "Senior Subordinated Notes Consent Solicitation"), each pursuant to the Offer to Exchange and Consent Solicitation Statement (the "Senior Subordinated Notes Offer to Exchange") that was prepared in connection with the Senior Subordinated Notes Exchange Offer and Senior Subordinated Notes Consent Solicitation; and

(c) A solicitation of consents (the "First Priority Senior Secured Notes Consent Solicitation" and, together with the Second Priority Secured Subordinated Notes Consent Solicitation and the Senior Subordinated Notes Consent Solicitation, the "Consent Solicitations") from holders of Media's 10% Senior Secured Notes due 2019 (the "First Priority Senior Secured Notes") to proposed amendments to the indenture governing the First Priority Senior Secured Notes pursuant to the First Priority Senior Secured Notes Consent Solicitation Statement (the "First Priority Senior Secured Notes Consent Solicitations Statement" and, together with the Second Priority Secured Subordinated Notes Offer to Exchange and the Senior Subordinated Notes Offer to Exchange, the "Refinancing Documents").

According to information provided by D.F. King & Co., Inc. ("D.F. King"), the Information Agent and Exchange Agent for the Exchange Offers and Consent Solicitations, as of midnight, New York City time, on December 18, 2014, (i) approximately $140.4 million, or approximately 99.5%, of the outstanding principal amount of Second Priority Secured Subordinated Notes not held by Media or Media's affiliates had been validly tendered and not withdrawn in exchange for New Notes and (ii) all of the $54.2 million outstanding principal amount of Senior Subordinated Notes had been validly tendered and not withdrawn, of which approximately $45.5 million had been validly tendered in exchange for New Notes and approximately $8.7 million had been validly tendered in exchange for cash. Based on the principal amount of Old Notes validly tendered, not withdrawn and anticipated to be accepted, approximately $188.3 million aggregate principal amount of New Notes and $8.7 million in cash, excluding any amount of New Notes and cash payable for accrued and unpaid interest, will be issued in exchange for such Old Notes. Media anticipates that approximately $211.5 million aggregate principal amount of New Notes and $11.8 million in cash, including any amount of New Notes and cash payable for accrued and unpaid interest, will be issued in the Exchange Offers, Consent Solicitations, New Notes Placement (as defined below) and to pay the structuring fee described in the Second Priority Secured Subordinated Notes Offer to Exchange.

Media has also received the requisite consents for the proposed amendments to the indentures governing the Second Priority Secured Subordinated Notes and the Senior Subordinated Notes. The Exchange Offers, the Second Priority Secured Subordinated Notes Consent Solicitation and the Senior Subordinated Notes Consent Solicitation expired at midnight, New York City time, on December 18, 2014.

In addition, according to information provided by D.F. King, as of 5:00 p.m., New York City time, on December 18, 2014, approximately $220.0 million, or approximately 100.0%, of the outstanding principal amount of First Priority Senior Secured Notes not held by Media or Media's affiliates had validly delivered consents relating to the First Priority Senior Secured Notes Consent Solicitation and, therefore, Media has received the requisite consents for the proposed amendments to the indenture governing the First Priority Senior Secured Notes. The First Priority Senior Secured Notes Consent Solicitation expired at 5:00 p.m., New York City time, on December 18, 2014.

On December 18, 2014, Media received the consent of the lenders of a majority of the loans, commitments and letters of credit exposure under the Amended and Restated Credit Agreement, dated as of March 18, 2011 (the "Senior Secured Revolver"), to certain amendments to the Senior Secured Revolver. The Exchange Offers were subject to, and conditioned upon, obtaining, among other items, such consent.

Subject to the terms and conditions of the Exchange Offers and the Consent Solicitations set forth in the Refinancing Documents, it is anticipated that the settlement date for the Exchange Offers and the previously announced issuance of up to $20.0 million in aggregate principal amount of New Notes in a private placement (the "New Notes Placement") will be on or around December 23, 2014. Media also expects to make the consent payment for the Second Priority Secured Subordinated Notes Consent Solicitation and the First Priority Senior Secured Notes Consent Solicitation on or around December 23, 2014 upon settlement of the Exchange Offers. The terms of the Exchange Offers and the Consent Solicitations are described more fully in the Refinancing Documents. All the conditions set forth in the Refinancing Documents remain unchanged.

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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 institutional 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 Refinancing Documents, and the information in this press release is qualified by reference to the Refinancing Documents and if applicable, 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.

Eligible holders of Old Notes and holders of First Priority Senior Secured Notes may contact D.F. King at (212) 269-5550 (for brokers and banks) or (866) 745-0273 (for all others), with any questions regarding the Exchange Offers or Consent Solicitations.

Forward Looking Statements

This press release contains "forward-looking statements". 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.

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SOURCE LBI Media, Inc.