|By PR Newswire||
|December 27, 2012 12:41 AM EST||
BURBANK, Calif., Dec. 27, 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 final results of their previously announced private exchange offers (the "Exchange Offers") to exchange:
(a) up to 100% of Media's outstanding 8½% Senior Subordinated Notes due 2017 (the "Old Senior Subordinated Notes"), of which approximately $228.8 million in aggregate principal amount is currently outstanding, in exchange for Media's new 11½%/13½% PIK toggle second priority secured subordinated notes due 2020 (the "Second Priority Secured Subordinated Notes") and warrants to purchase shares of Parent's Class A common stock, par value $0.001 (the "Warrants"); and
(b) up to 100% of Holdings' outstanding 11% senior discount notes due 2013 (the "Discount Notes" and, together with the Old Senior Subordinated Notes, the "Old Notes") of Holdings, of which approximately $41.8 million in aggregate principal amount at maturity is currently outstanding (excluding approximately $26.6 million aggregate principal amount of Discount Notes held by Holdings), in exchange for either (i) Second Priority Secured Subordinated Notes, or (ii) Holdings' new 11% senior notes due 2017 (the "Holdings Notes" and together with the Second Priority Secured Subordinated Notes, the "New Notes").
According to information provided by D.F. King & Co., Inc. ("D.F. King"), the exchange agent for the Exchange Offers, as of 5:00 p.m., New York City time, on December 26, 2012 (the "Expiration Date"), (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or 76.3%, of the outstanding principal amount of Old Senior Subordinated Notes had been validly tendered and not withdrawn in exchange for Second Priority Secured Subordinated Notes and Warrants and (ii) approximately $30.9 million, or 73.8%, of the outstanding principal amount of Discount Notes not held by Holdings had been validly tendered and not withdrawn, of which approximately $10.2 million had been validly tendered in exchange for Second Priority Secured Subordinated Notes and approximately $20.7 million had been validly tendered in exchange for Holdings Notes. Based on the principal amount of Old Notes validly tendered, not withdrawn and accepted, approximately $115.2 million aggregate principal amount of Second Priority Secured Subordinated Notes, $21.1 million aggregate principal amount of Holdings Notes and 106.1559 Warrants (assuming each holder of validly tendered and not withdrawn Old Senior Subordinated Note returns a properly completed beneficial ownership information form to D.F. King) will be issued in exchange for such Old Notes, as applicable.
In addition, the Companies have received the requisite consents for the proposed amendments to the indentures governing the Old Senior Subordinated Notes and the Discount Notes, as applicable (the "Consent Solicitations"). The Exchange Offers and the Consent Solicitations expired at 5:00 p.m., New York City time, on December 26, 2012.
Concurrently with the Exchange Offers and the Consent Solicitations, Media solicited consents (the "Concurrent Consent Solicitation") from holders of its 9¼% Senior Secured Notes due 2019 (the "First Priority Senior Secured Notes") to certain amendments to the indenture governing the First Priority Senior Secured Notes (the "First Priority Senior Secured Notes Indenture").
As of the Expiration Date, Media has received the requisite consents for the proposed amendments to the First Priority Senior Secured Notes Indenture. The Concurrent Consent Solicitation expired at 5:00 p.m., New York City time, on December 26, 2012. The Exchange Offers were subject to, and conditioned upon, obtaining the requisite consents to the proposed amendments pursuant to such Concurrent Consent Solicitation.
Subject to the terms and conditions of the Exchange Offers set forth in the Confidential Offering Memorandum and Consent Solicitation Statement, dated July 17, 2012, as supplemented (the "Offering Memorandum"), the Companies anticipate that the settlement date for the Exchange Offers will be December 31, 2012 or, with respect to the payment of consideration consisting of Warrants, such later date as a holder returns a properly completed beneficial ownership information form to D.F. King. The Company also expects to make the consent payment for the Concurrent Consent Solicitation on December 31, 2012 upon settlement of the Exchange Offers.
The New Notes and the Warrants 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.
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 is acting as the Information Agent and Exchange Agent for the Exchange Offers, the Consent Solicitations and the Concurrent Consent Solicitation. Requests for the Offering Memorandum and the accompanying consent and letter of transmittal and beneficial ownership information form, and the Consent Solicitation Statement, dated July 17, 2012, as supplemented, relating to the Concurrent Consent Solicitation and the accompanying consent and letter of transmittal 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.
Any Ops team trying to support a company in today’s cloud-connected world knows that a new way of thinking is required – one just as dramatic than the shift from Ops to DevOps. The diversity of modern operations requires teams to focus their impact on breadth vs. depth. In his session at DevOps Summit, Adam Serediuk, Director of Operations at xMatters, Inc., will discuss the strategic requirements of evolving from Ops to DevOps, and why modern Operations has begun leveraging the “NoOps” approa...
Aug. 28, 2015 03:15 AM EDT Reads: 308
SYS-CON Events announced today that IceWarp will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. IceWarp, the leader of cloud and on-premise messaging, delivers secured email, chat, documents, conferencing and collaboration to today's mobile workforce, all in one unified interface
Aug. 28, 2015 03:00 AM EDT Reads: 335
The Internet of Things (IoT) is about the digitization of physical assets including sensors, devices, machines, gateways, and the network. It creates possibilities for significant value creation and new revenue generating business models via data democratization and ubiquitous analytics across IoT networks. The explosion of data in all forms in IoT requires a more robust and broader lens in order to enable smarter timely actions and better outcomes. Business operations become the key driver of I...
Aug. 28, 2015 12:30 AM EDT Reads: 329
Organizations from small to large are increasingly adopting cloud solutions to deliver essential business services at a much lower cost. According to cyber security experts, the frequency and severity of cyber-attacks are on the rise, causing alarm to businesses and customers across a variety of industries. To defend against exploits like these, a company must adopt a comprehensive security defense strategy that is designed for their business. In 2015, organizations such as United Airlines, Sony...
Aug. 28, 2015 12:00 AM EDT Reads: 376
Skeuomorphism usually means retaining existing design cues in something new that doesn’t actually need them. However, the concept of skeuomorphism can be thought of as relating more broadly to applying existing patterns to new technologies that, in fact, cry out for new approaches. In his session at DevOps Summit, Gordon Haff, Senior Cloud Strategy Marketing and Evangelism Manager at Red Hat, discussed why containers should be paired with new architectural practices such as microservices rathe...
Aug. 27, 2015 10:00 PM EDT Reads: 349
With the proliferation of connected devices underpinning new Internet of Things systems, Brandon Schulz, Director of Luxoft IoT – Retail, will be looking at the transformation of the retail customer experience in brick and mortar stores in his session at @ThingsExpo. Questions he will address include: Will beacons drop to the wayside like QR codes, or be a proximity-based profit driver? How will the customer experience change in stores of all types when everything can be instrumented and a...
Aug. 27, 2015 06:15 PM EDT Reads: 382
It’s been proven time and time again that in tech, diversity drives greater innovation, better team productivity and greater profits and market share. So what can we do in our DevOps teams to embrace diversity and help transform the culture of development and operations into a true “DevOps” team? In her session at DevOps Summit, Stefana Muller, Director, Product Management – Continuous Delivery at CA Technologies, answered that question citing examples, showing how to create opportunities for ...
Aug. 27, 2015 05:45 PM EDT Reads: 437
As more and more data is generated from a variety of connected devices, the need to get insights from this data and predict future behavior and trends is increasingly essential for businesses. Real-time stream processing is needed in a variety of different industries such as Manufacturing, Oil and Gas, Automobile, Finance, Online Retail, Smart Grids, and Healthcare. Azure Stream Analytics is a fully managed distributed stream computation service that provides low latency, scalable processing of ...
Aug. 27, 2015 05:45 PM EDT
Everyone talks about continuous integration and continuous delivery but those are just two ends of the pipeline. In the middle of DevOps is continuous testing (CT), and many organizations are struggling to implement continuous testing effectively. After all, without continuous testing there is no delivery. And Lab-As-A-Service (LaaS) enhances the CT with dynamic on-demand self-serve test topologies. CT together with LAAS make a powerful combination that perfectly serves complex software developm...
Aug. 27, 2015 04:15 PM EDT
WebRTC has had a real tough three or four years, and so have those working with it. Only a few short years ago, the development world were excited about WebRTC and proclaiming how awesome it was. You might have played with the technology a couple of years ago, only to find the extra infrastructure requirements were painful to implement and poorly documented. This probably left a bitter taste in your mouth, especially when things went wrong.
Aug. 27, 2015 02:45 PM EDT Reads: 381
As more intelligent IoT applications shift into gear, they’re merging into the ever-increasing traffic flow of the Internet. It won’t be long before we experience bottlenecks, as IoT traffic peaks during rush hours. Organizations that are unprepared will find themselves by the side of the road unable to cross back into the fast lane. As billions of new devices begin to communicate and exchange data – will your infrastructure be scalable enough to handle this new interconnected world?
Aug. 27, 2015 02:15 PM EDT
In today's digital world, change is the one constant. Disruptive innovations like cloud, mobility, social media, and the Internet of Things have reshaped the market and set new standards in customer expectations. To remain competitive, businesses must tap the potential of emerging technologies and markets through the rapid release of new products and services. However, the rigid and siloed structures of traditional IT platforms and processes are slowing them down – resulting in lengthy delivery ...
Aug. 27, 2015 02:15 PM EDT Reads: 510
In their Live Hack” presentation at 17th Cloud Expo, Stephen Coty and Paul Fletcher, Chief Security Evangelists at Alert Logic, will provide the audience with a chance to see a live demonstration of the common tools cyber attackers use to attack cloud and traditional IT systems. This “Live Hack” uses open source attack tools that are free and available for download by anybody. Attendees will learn where to find and how to operate these tools for the purpose of testing their own IT infrastructu...
Aug. 27, 2015 02:00 PM EDT Reads: 310
Whether you like it or not, DevOps is on track for a remarkable alliance with security. The SEC didn’t approve the merger. And your boss hasn’t heard anything about it. Yet, this unruly triumvirate will soon dominate and deliver DevSecOps faster, cheaper, better, and on an unprecedented scale. In his session at DevOps Summit, Frank Bunger, VP of Customer Success at ScriptRock, will discuss how this cathartic moment will propel the DevOps movement from such stuff as dreams are made on to a prac...
Aug. 27, 2015 01:00 PM EDT Reads: 164
Too often with compelling new technologies market participants become overly enamored with that attractiveness of the technology and neglect underlying business drivers. This tendency, what some call the “newest shiny object syndrome,” is understandable given that virtually all of us are heavily engaged in technology. But it is also mistaken. Without concrete business cases driving its deployment, IoT, like many other technologies before it, will fade into obscurity.
Aug. 27, 2015 01:00 PM EDT Reads: 285