|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or 76.3%, of the outstanding principal amount of Old Senior Subordinated Notes had been validly tendered and not withdrawn in exchange for Second Priority Secured Subordinated Notes and Warrants and (ii) approximately $30.9 million, or 73.8%, of the outstanding principal amount of Discount Notes not held by Holdings had been validly tendered and not withdrawn, of which approximately $10.2 million had been validly tendered in exchange for Second Priority Secured Subordinated Notes and approximately $20.7 million had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 Based on the principal amount of Old Notes validly tendered, not withdrawn and accepted, approximately $115.2 million aggregate principal amount of Second Priority Secured Subordinated Notes, $21.1 million aggregate principal amount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.
November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Penta Security is a leading vendor for data security solutions, including its encryption solution, D’Amo. By using FPE technology, D’Amo allows for the implementation of encryption technology to sensitive data fields without modification to schema in the database environment. With businesses having their data become increasingly more complicated in their mission-critical applications (such as ERP, CRM, HRM), continued ...
Oct. 24, 2016 08:45 PM EDT Reads: 1,024
SYS-CON Events announced today that Enzu will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Enzu’s mission is to be the leading provider of enterprise cloud solutions worldwide. Enzu enables online businesses to use its IT infrastructure to their competitive advantage. By offering a suite of proven hosting and management services, Enzu wants companies to focus on the core of their online busine...
Oct. 24, 2016 08:30 PM EDT Reads: 1,322
Traditional on-premises data centers have long been the domain of modern data platforms like Apache Hadoop, meaning companies who build their business on public cloud were challenged to run Big Data processing and analytics at scale. But recent advancements in Hadoop performance, security, and most importantly cloud-native integrations, are giving organizations the ability to truly gain value from all their data. In his session at 19th Cloud Expo, David Tishgart, Director of Product Marketing ...
Oct. 24, 2016 08:15 PM EDT Reads: 2,582
For basic one-to-one voice or video calling solutions, WebRTC has proven to be a very powerful technology. Although WebRTC’s core functionality is to provide secure, real-time p2p media streaming, leveraging native platform features and server-side components brings up new communication capabilities for web and native mobile applications, allowing for advanced multi-user use cases such as video broadcasting, conferencing, and media recording.
Oct. 24, 2016 07:30 PM EDT Reads: 3,196
Established in 1998, Calsoft is a leading software product engineering Services Company specializing in Storage, Networking, Virtualization and Cloud business verticals. Calsoft provides End-to-End Product Development, Quality Assurance Sustenance, Solution Engineering and Professional Services expertise to assist customers in achieving their product development and business goals. The company's deep domain knowledge of Storage, Virtualization, Networking and Cloud verticals helps in delivering ...
Oct. 24, 2016 07:15 PM EDT Reads: 1,047
SYS-CON Events announced today that Cloudbric, a leading website security provider, will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Cloudbric is an elite full service website protection solution specifically designed for IT novices, entrepreneurs, and small and medium businesses. First launched in 2015, Cloudbric is based on the enterprise level Web Application Firewall by Penta Security Sys...
Oct. 24, 2016 07:15 PM EDT Reads: 1,162
The best way to leverage your Cloud Expo presence as a sponsor and exhibitor is to plan your news announcements around our events. The press covering Cloud Expo and @ThingsExpo will have access to these releases and will amplify your news announcements. More than two dozen Cloud companies either set deals at our shows or have announced their mergers and acquisitions at Cloud Expo. Product announcements during our show provide your company with the most reach through our targeted audiences.
Oct. 24, 2016 06:15 PM EDT Reads: 4,750
In the next five to ten years, millions, if not billions of things will become smarter. This smartness goes beyond connected things in our homes like the fridge, thermostat and fancy lighting, and into heavily regulated industries including aerospace, pharmaceutical/medical devices and energy. “Smartness” will embed itself within individual products that are part of our daily lives. We will engage with smart products - learning from them, informing them, and communicating with them. Smart produc...
Oct. 24, 2016 05:45 PM EDT Reads: 1,497
SYS-CON Events announced today that 910Telecom will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Housed in the classic Denver Gas & Electric Building, 910 15th St., 910Telecom is a carrier-neutral telecom hotel located in the heart of Denver. Adjacent to CenturyLink, AT&T, and Denver Main, 910Telecom offers connectivity to all major carriers, Internet service providers, Internet backbones and ...
Oct. 24, 2016 05:00 PM EDT Reads: 3,633
Extreme Computing is the ability to leverage highly performant infrastructure and software to accelerate Big Data, machine learning, HPC, and Enterprise applications. High IOPS Storage, low-latency networks, in-memory databases, GPUs and other parallel accelerators are being used to achieve faster results and help businesses make better decisions. In his session at 18th Cloud Expo, Michael O'Neill, Strategic Business Development at NVIDIA, focused on some of the unique ways extreme computing is...
Oct. 24, 2016 05:00 PM EDT Reads: 3,901
SYS-CON Events announced today that Coalfire will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Coalfire is the trusted leader in cybersecurity risk management and compliance services. Coalfire integrates advisory and technical assessments and recommendations to the corporate directors, executives, boards, and IT organizations for global brands and organizations in the technology, cloud, health...
Oct. 24, 2016 04:45 PM EDT Reads: 1,568
In his session at 19th Cloud Expo, Claude Remillard, Principal Program Manager in Developer Division at Microsoft, will contrast how his team used config as code and immutable patterns for continuous delivery of microservices and apps to the cloud. He will show the immutable patterns helps developers do away with most of the complexity of config as code-enabling scenarios such as rollback, zero downtime upgrades with far greater simplicity. He will also have live demos of building immutable pipe...
Oct. 24, 2016 04:30 PM EDT Reads: 1,591
SYS-CON Events announced today that Transparent Cloud Computing (T-Cloud) Consortium will exhibit at the 19th International Cloud Expo®, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. The Transparent Cloud Computing Consortium (T-Cloud Consortium) will conduct research activities into changes in the computing model as a result of collaboration between "device" and "cloud" and the creation of new value and markets through organic data proces...
Oct. 24, 2016 04:30 PM EDT Reads: 1,367
WebRTC defines no default signaling protocol, causing fragmentation between WebRTC silos. SIP and XMPP provide possibilities, but come with considerable complexity and are not designed for use in a web environment. In his session at @ThingsExpo, Matthew Hodgson, technical co-founder of the Matrix.org, discussed how Matrix is a new non-profit Open Source Project that defines both a new HTTP-based standard for VoIP & IM signaling and provides reference implementations.
Oct. 24, 2016 04:15 PM EDT Reads: 2,781
The Internet of Things (IoT), in all its myriad manifestations, has great potential. Much of that potential comes from the evolving data management and analytic (DMA) technologies and processes that allow us to gain insight from all of the IoT data that can be generated and gathered. This potential may never be met as those data sets are tied to specific industry verticals and single markets, with no clear way to use IoT data and sensor analytics to fulfill the hype being given the IoT today.
Oct. 24, 2016 04:15 PM EDT Reads: 2,605