|By PR Newswire||
|December 10, 2012 01:00 AM EST||
BURBANK, Calif., Dec. 10, 2012 /PRNewswire/ -- Liberman Broadcasting, Inc. ("Parent"), LBI Media Holdings, Inc. ("Holdings") and LBI Media, Inc. ("Media" and together with Parent and Holdings, the "Companies") announced today that they have extended the expiration date for their previously announced private exchanges offers (the "Exchange Offers") 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") and the solicitation of consents with respect to the proposed amendments to the indenture governing the Discount Notes (the "Discount Notes Consent Solicitation") to 5 p.m., New York City time, on December 14, 2012.
Old Notes may still be tendered and consents with respect to the Discount Notes Consent Solicitation may still be delivered until 5 p.m., New York City time, on December 14, 2012 unless the Exchange Offers or Discount Notes Consent Solicitation is terminated or withdrawn earlier, or unless the Exchange Offers or Discount Notes Consent Solicitation is further extended. The Companies have the right to amend, terminate or withdraw any of the Exchange Offers or Discount Notes Consent Solicitation, at any time and for any reason, including if any of the conditions to the Exchange Offers or Discount Notes Consent Solicitation are not satisfied. The Withdrawal Deadline (as defined in the Offering Memorandum) for the Exchange Offers and the Discount Notes Consent Solicitation has expired. Old Notes that have previously been validly tendered (and not withdrawn) in the Exchange Offers and consents that have been validly delivered (and not withdrawn) in the Discount Notes Consent Solicitation may no longer be withdrawn.
The terms of the Exchange Offers and Discount Notes Consent Solicitation 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, the Sixth Supplement to the Confidential Offering Memorandum and Consent Solicitation dated November 19, 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, November 2, 2012, November 13, 2012, November 19, 2012 and December 4, 2012 (collectively, the "Offering Memorandum").
The Companies announced additional preliminary results of the Exchange Offers and the Discount Notes Consent Solicitation. As of 5 p.m., New York City time, on December 7, 2012, (i) approximately $174.6 million, or 76.3%, of the outstanding principal amount of Old Senior Subordinated Notes had been validly tendered and not withdrawn, and (ii) approximately $30.4 million, or 72.7%, 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 Discount Notes Consent Solicitation.
Media also announced today 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 December 14, 2012. Holders of First Priority Senior Secured Notes may still deliver Solicitation Consents until 5 p.m., New York City time, on December 14, 2012; however, the right to revoke Solicitation Consents has expired. Solicitation Consents that have previously been validly delivered (and not withdrawn) may no longer be revoked.
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, the Third Supplement, dated November 2, 2012 and further supplemented by the Fourth Supplement, dated November 19, 2012 (collectively, the "Consent Solicitation Statement").
As of 5 p.m., New York City time, on December 7, 2012, approximately $64.7 million, or 29.4%, of the outstanding principal amount of First Priority Senior Secured Notes had validly delivered Solicitation Consents.
The securities offered as consideration in exchange for the Old Notes in the Exchange Offers 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 and beneficial ownership information form.
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 Discount Notes Consent Solicitation and Solicitation Consents. Requests for the Offering Memorandum, the accompanying consent and letter of transmittal and beneficial ownership information form, 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 the Companies' current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. The Companies 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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