|By PR Newswire||
|November 13, 2012 10:48 PM EST||
BURBANK, Calif., Nov. 13, 2012 /PRNewswire/ -- LBI Media, Inc. ("Media") and LBI Media Holdings, Inc. ("Holdings" and together with Media, the "Companies") announced today that they have extended the expiration date for their previously announced private exchange offers (the "Exchange Offers") and solicitation of consents (the "Exchange Offers Consents"), with respect to Media's 8½% senior subordinated notes due 2017 (the "Old Senior Subordinated Notes") and Holdings' 11% senior discount notes due 2013 (the "Discount Notes", and together with the Old Senior Subordinated Notes, the "Old Notes") to 5 p.m., New York City time, on November 20, 2012.
The terms of the Exchange Offers and solicitation of Exchange Offers Consents were initially described in a confidential offering memorandum and consent solicitation statement, dated July 17, 2012 (the "Initial Offering Memorandum"). The Initial Offering Memorandum was supplemented by the Supplement to the Confidential Offering Memorandum and Consent Solicitation Statement dated July 24, 2012, the Second Supplement to the Confidential Offering Memorandum and Consent Solicitation Statement dated October 12, 2012, the Third Supplement to the Confidential Offering Memorandum and Consent Solicitation Statement dated October 18, 2012, the Fourth Supplement to the Confidential Offering Memorandum and Consent Solicitation Statement dated October 26, 2012, the Fifth Supplement to the Confidential Offering Memorandum and Consent Solicitation dated November 2, 2012, and the press releases issued by Media or Media and Holdings on August 14, 2012, August 30, 2012, September 21, 2012, September 28, 2012, October 5, 2012, October 12, 2012, October 26, 2012, and November 2, 2012 (collectively, the "Offering Memorandum").
Old Notes may still be tendered and Exchange Offers Consents may still be delivered until 5 p.m., New York City time, on November 20, 2012 unless the Exchange Offers or solicitation of Exchange Offers Consents is terminated or withdrawn earlier, or unless the Exchange Offers or solicitation of Exchange Offers Consents is further extended. In addition, the Companies have the right to amend, terminate or withdraw any of the Exchange Offers or solicitation of Exchange Offers Consents, at any time and for any reason, including if any of the conditions to the Exchange Offers or solicitation of Exchange Offers Consents are not satisfied. The Withdrawal Deadline (as defined in the Offering Memorandum) for the Exchange Offers and the solicitation of Exchange Offers Consents has expired. The Companies have also determined that all holders that have validly tendered or validly tender and do not withdraw their Old Notes prior to 4:59 p.m., New York City time, on November 20, 2012 (the "Early Tender Date") will be entitled to receive the Total Consideration.
The Companies announced today additional preliminary results of the Exchange Offers and the solicitation of Exchange Offers Consents. As of 5:00 p.m., New York City time, on November 13, 2012, (i) approximately $60.5 million, or 26.4%, of the outstanding principal amount of Old Senior Subordinated Notes had been validly tendered and not withdrawn and the corresponding amount of Old Senior Subordinated Notes had validly delivered consents to the proposed amendments to the indenture governing the Old Senior Subordinated Notes in connection with the solicitation of Exchange Offers Consents, and (ii) approximately $29.8 million, or 71.3%, of the outstanding principal amount of Discount Notes not held by Holdings had been validly tendered and not withdrawn and the corresponding amount of Discount Notes had validly delivered consents to the proposed amendments to the indenture governing the Discount Notes in connection with the solicitation of Exchange Offers Consents.
Media also announced today that that it has extended the expiration date for the concurrent solicitation of solicitation consents (the "Solicitation Consents") to the proposed amendments to the indenture governing Media's 9¼% Senior Secured Notes due 2019 (the "First Priority Senior Secured Notes") to 5 p.m., New York City time, on November 20, 2012, however, the Revocation Deadline (as defined in the Consent Solicitation Statement (as defined below)) for the solicitation of Solicitation Consents has expired.
The terms of the solicitation of Solicitation Consents are described in the Consent Solicitation Statement, dated July 17, 2012, as supplement by the Supplement, dated October 12, 2012, the Second Supplement, dated October 18, 2012, and further supplemented by the Third Supplement, dated November 2, 2012 (collectively, the "Consent Solicitation Statement").
As of 5:00 p.m., New York City time, on November 13, 2012, approximately $212.0 million, or 96.4%, of the outstanding principal amount of First Priority Senior Secured Notes had validly delivered Solicitation Consents.
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 Exchange Offers Consents and Solicitation Consents. Requests for the Offering Memorandum, the accompanying consent and letter of transmittal, the Consent Solicitation Statement, 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 and Holdings' current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Media and Holdings undertake 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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