SYS-CON MEDIA Authors: Pat Romanski, Elizabeth White, Yeshim Deniz, Glenn Rossman, Cynthia Dunlop

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Liberman Broadcasting, Inc., LBI Media Holdings, Inc. And LBI Media, Inc. Announce Amendments To Private Exchange Offers And Solicitation Of Consents And Extension Of The Expiration Date Of Private Exchange Offers And Solicitation Of Consents

BURBANK, Calif., Nov. 19, 2012 /PRNewswire/ -- LBI Media, Inc. ("Media"), LBI Media Holdings, Inc. ("Holdings") and Liberman Broadcasting, Inc. ("Parent" and together with Media and Holdings, the "Companies") announced today that they have amended certain terms of their previously announced private exchange 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 solicitation of consents with respect to the Discount Notes (the "Discount Notes Consents"), and extended the expiration date for the Exchange Offers and solicitation of Discount Notes Consents to midnight, New York City time, on December 3, 2012 (the "Expiration Date").

The terms of the Exchange Offers 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 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, November 2, 2012 and November 13, 2012 (the "Prior Supplements").  The amended terms of the Exchange Offers are more fully described in a Sixth Supplement to the Confidential Offering Memorandum and Consent Solicitation (the "Offering Memorandum Supplement"), dated November 19, 2012 (the Initial Offering Memorandum as supplemented by the Prior Supplements and the Offering Memorandum Supplement, the "Offering Memorandum").  Copies of the Offering Memorandum Supplement will be delivered to eligible holders of Old Senior Subordinated Notes and Discount Notes.

The Companies have revised the consideration being offered to holders of Old Senior Subordinated Notes and Discount Notes as described in the Offering Memorandum as set forth in the table below.  The Companies are revising the Exchange Offers to offer 11%/13% PIK toggle second priority senior secured notes due 2020 of Media (the "Second Priority Senior Secured Notes") and warrants to purchase shares of Class A common stock, par value $0.001 of Parent (the "Warrants") for any and all outstanding Old Senior Subordinated Notes in lieu of their previously offered "Second Priority Secured Springing Subordinated Notes."  The Companies are further revising the Exchange Offers to offer either Second Priority Senior Secured Notes in lieu of their previously offered "Second Priority Secured Springing Subordinated Notes" or the Holdings Notes (the Holdings Notes together with the Second Priority Senior Secured Notes, the "New Notes") for any and all of the outstanding Discount Notes.

Holders who previously tendered Old Notes for the consideration described in the Initial Offering Memorandum and the Prior Supplements will be deemed to have tendered for the consideration described in the Offering Memorandum Supplement. Holders of Discount Notes who have previously tendered Discount Notes will also be deemed to have kept the same selection previously made between Second Priority Senior Secured Notes (formerly Second Priority Secured Springing Subordinated Notes) and Holdings Notes. If Holders who previously tendered Old Notes do not desire to receive the consideration described in the Offering Memorandum Supplement they must withdraw the tender of their Old Notes prior to the Withdrawal Deadline (as described below).

Initially, only those holders that validly tendered their Old Notes prior to the previously scheduled early tender date of 4:59 p.m., New York City time, on November 13, 2012, were entitled to receive the "Total Consideration" rather than the "Exchange Consideration." There is no longer an "Early Tender Date." All holders that validly tender and do not withdraw their Old Notes prior to 11:59 p.m., New York City time, on the Expiration Date will be entitled to receive the consideration detailed in the table below.

CUSIP/ISIN

Outstanding
Principal
Amount (in
millions)

Title of Old
Notes to be
Tendered

Title of Securities, including New
Notes, to be Issued

Exchange
Consideration per
$1,000 Principal
Amount of Old
Senior
Subordinated
Notes Tendered

Exchange
Consideration per
$1,000 Principal
Amount of
Discount Notes
Tendered if
Holders of Such
Notes Elect to
Receive Second
Priority Senior
Secured Notes
instead of
Holdings Notes

Exchange
Consideration per
$1,000 Principal
Amount of
Discount Notes
Tendered if
Holders of Such
Notes Elect to
Receive Holdings
Notes instead of
Second Priority
Senior Secured
Notes









501786AC1/ US501786AC11

501786AF4/

US501786AD93

U51390AB5/

USU51390AB50

$228.8

Media's 8½% Senior Subordinated Notes due 2017

 

Media's 11%/13% PIK Toggle Second Priority Senior Secured Notes due 2020(1)

Liberman Broadcasting's Warrants to purchase shares of its Class A common stock, par value $0.001

$600 in Second Priority Senior Secured Notes(2) and up to 0.000685788 Warrants(3)

N/A

N/A









52109AAB4/

U5139BAA3

$68.4(4)

Holdings' 11% Senior Discount Notes due 2013

Media's 11%/13% PIK Toggle Second Priority Senior Secured Notes due 2020(1)(5)(6)

 


N/A

$400 in Second Priority Senior Secured Notes(5)(6)

N/A




Holdings' 11% Senior Notes due 2017(6)


N/A

N/A

$1,000 in Holdings Notes(6)

 

(1)   If at least a majority of the principal amount of the Old Senior Subordinated Notes are validly tendered and accepted (and not withdrawn) in the Exchange Offers, interest on the Second Priority Senior Secured Notes (x) on or prior to November 15, 2015, will accrue from the issue date of the Second Priority Senior Secured Notes, at the election of Media prior to each applicable interest period, at a rate of (i) 11% per annum, payable in an amount equal to 8.5% per annum payable in cash, plus an amount equal to 2.5% per annum in additional PIK Second Priority Senior Secured Notes or (ii) 13% per annum, payable in an amount equal to 4.00% per annum payable in cash, plus an amount equal to 9.00% per annum in additional PIK Second Priority Senior Secured Notes and (y) from and after November 15, 2015, will accrue at a rate of 11% per annum, payable in an amount equal to 8.5% per annum payable in cash, plus an amount equal to 2.5% per annum in additional PIK Second Priority Senior Secured Notes; provided that the last interest payment will be entirely in cash.


If less than a majority of the principal amount of the Old Senior Subordinated Notes are validly tendered and accepted (and not withdrawn) in the Exchange Offers, interest on the Second Priority Senior Secured Notes will accrue from the issue date of the Second Priority Senior Secured Notes at a rate of 11% per annum, payable in kind.


(2)   Participating holders of Old Senior Subordinated Notes will receive accrued and unpaid interest, if any, on their accepted Old Senior Subordinated Notes up to, but not including, the Settlement Date in the form of Second Priority Senior Secured Notes and rounding of such amount to the nearest $1,000 principal amount of Second Priority Senior Secured Notes.


(3)   If all outstanding Old Senior Subordinated Notes are properly tendered and accepted (and not withdrawn), holders of Old Senior Subordinated Notes will receive 0.000685788 Warrants per $1,000 principal amount of Old Senior Subordinated Notes validly tendered (and not withdrawn) and accepted in the Exchange Offers.  The amount of Warrants a tendering Old Senior Subordinated Notes holder will receive per $1,000 principal amount of Old Senior Subordinated Notes validly tendered (and not withdrawn) and accepted in the Exchange Offers is dependent on the percentage of Old Senior Subordinated Notes that are validly tendered (and not withdrawn) and accepted in the Exchange Offers and is based on the following formula:


                (OS / TN) * [35% * [1 / (1 — (35% * PP))]], where:


OS    =      the number of shares of Class A common stock, par value $0.001, of the Parent ("Class A common stock") plus shares of Class B common stock, par value $0.001, of the Parent (the "Class B common stock") outstanding on the Settlement Date (as defined in the Offering Memorandum).  There are 291.36922 shares of Class A common stock and Class B common stock outstanding as of the date of this press release.


TN   =      the aggregate principal amount of Old Senior Subordinated Notes outstanding on the Settlement Date divided by $1,000.  The aggregate principal amount outstanding of Old Senior Subordinated Notes as of the date of this press release is $228,775,000.


PP   =      the percentage of Old Senior Subordinated Notes that are validly tendered (and not withdrawn) and accepted in the Exchange Offers.


The aggregate amount of Warrants delivered to each participating holder for all Old Senior Subordinated Notes validly tendered (and not withdrawn) and accepted by Media will be rounded down, if necessary, to the nearest one millionth (0.0001).  This rounded amount will be the amount of Warrants you will receive, and no additional cash or Second Priority Senior Secured Notes will be paid in lieu of any amount of Warrants not received as a result of rounding down.


(4)   The aggregate principal amount of Discount Notes at maturity is $68.4 million.  In 2010, 2009 and 2008, Holdings purchased approximately $3.6 million, $1.0 million and $22.0 million, respectively, aggregate principal amount of its Discount Notes in various open market transactions and, as a result, Holdings currently holds $26.6 million aggregate principal amount of its outstanding Discount Notes.  As such, the total principal amount due to noteholders, other than Holdings, was $41.8 million as of September 30, 2012.


(5)   The aggregate principal amount of Second Priority Senior Secured Notes that may be issued in exchange for any and all validly tendered and accepted (and not withdrawn) Discount Notes may not exceed $9.8 million, which, if necessary, will be allocated on a pro rata basis among validly tendered and accepted (and not withdrawn) Discount Notes.  The proration procedures are set forth in the Third Supplement to the Confidential Offering Memorandum and Consent Solicitation Statement dated October 18, 2012. 


(6)   Participating holders of Discount Notes will receive accrued and unpaid interest, if any, on their accepted Discount Notes up to, but not including, the Settlement Date in the form of either Second Priority Senior Secured Notes or Holdings Notes, consistent with the New Notes that such holder elected to receive in exchange for such holder's Discount Notes, and rounding of such amount to the nearest $1,000 principal amount of Second Priority Senior Secured Notes or Holdings Notes, as applicable.

The terms of the Second Priority Secured Notes (formerly the "Second Priority Secured Springing Subordinated Notes") have been revised so that such notes will not be subordinated in right of payment to all existing and future senior debt of Media and the applicable subsidiary guarantor, regardless of the amount of Old Senior Subordinated Notes validly tendered in the Exchange Offers.  Previously the terms of the Second Priority Senior Secured Notes (formerly Second Priority Secured Springing Subordinated Notes) required that such notes become subordinated in right of payment to all existing and future debt of Media and the applicable subsidiary guarantor if at least a majority of the principal amount of the Old Senior Subordinated Notes were validly tendered and accepted (and not withdrawn) in the Exchange Offers.  Accordingly, the Second Priority Senior Secured Notes will now be equal in right of payment to Media's and the applicable subsidiary guarantors' existing and future debt, including Media's 9¼% Senior Secured Notes due 2019 (the "First Priority Senior Secured Notes"), regardless of the amount of Old Senior Subordinated Notes tendered in the Exchange Offers.

If all of the Old Senior Subordinated Notes are validly tendered and accepted in the Exchange Offers, the Warrants will be issuable for up to 35% of the outstanding common stock of the Parent, but could be reduced to no less than 25% of the outstanding common stock if Media elects to pay interest on the Second Priority Senior Secured Notes at a rate of 11% per annum, payable in an amount equal to 8.5% per annum payable in cash, plus an amount equal to 2.5% per annum in additional PIK Second Priority Senior Secured Notes (a "Cash Pay Election"), which Cash Pay Election is only available if at least a majority of the principal amount of the Old Senior Subordinated Notes are validly tendered and accepted (and not withdrawn) in the Exchange Offers.  For each instance that Media makes a Cash Pay Election on the Second Priority Senior Secured Notes (up to and including the interest payment date of November 15, 2015), on each applicable interest payment date a Cash Pay Election is made by the Company, the number of shares issuable per outstanding Warrant (and the number of shares issued as a result of the exercise of Warrants ("Warrant Shares"), if any, outstanding at such time) will be reduced by an amount equal to the proration factor multiplied by an amount equal to 1.6667% of the combined total of (i) the number of shares of Class A common stock and Class B common stock outstanding as of the Settlement Date and (ii) the total number of shares of Class A common stock issuable pursuant to the Warrants issued on the Settlement Date, without giving effect to any prior reductions.  The proration factor for each holder of Warrants and Warrant Shares will equal the number of Warrants and Warrant Shares, if any, held by such holder divided by the aggregate number of Warrants and Warrant Shares, if any, outstanding, in each case on the date of determination.

Media has also withdrawn its solicitation of consents for the previously proposed amendments to the indenture governing the Old Senior Subordinated Notes.  

The Companies are amending certain other terms of the Exchange Offers, as more fully described in the Offering Memorandum Supplement.

The Companies announced today additional preliminary results of the Exchange Offers and the solicitation of Discount Note Consents. As of 5:00 p.m., New York City time, on November 19, 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 (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 Discount Notes Consents.  In addition, certain holders of the Old Senior Subordinated Notes and the Discount Notes have already tendered, or have agreed to tender (subject to certain terms and conditions contained in agreements between the parties), approximately $120.2 million, or 52.7%, of the outstanding principal amount of the Old Senior Subordinated Notes not held by Media or Media's affiliates and approximately $24.0 million, or 58.5%, of the outstanding principal amount of the Discount Notes not held by Holdings or Holdings' affiliates, and have delivered, or have agreed to deliver (subject to certain terms and conditions contained in agreements between the parties), their Discount Notes Consents to the proposed amendments to the indenture governing the Discount Notes.

The Exchange Offers and solicitation of Discount Notes Consents remain subject to the satisfaction or waiver of the Exchange Offer Conditions (as defined in the Offering Memorandum).  As discussed above the Companies have reached agreements with parties that represent a majority of the aggregate principal amount of the Old Senior Subordinated Notes and the Discount Notes, pursuant to which such parties have validly tendered, or have agreed to validly tender, their respective Old Senior Subordinated Notes and Discount Notes, as applicable, and have delivered, or have agreed to deliver, their Discount Notes Consents to the Proposed Amendments to the Discount Notes Indenture, if applicable.  In addition, as discussed below, holders of approximately $212.0 million, or 96.4%, of the aggregate principal amount of the First Priority Senior Secured Notes have validly delivered their respective consents to the proposed amendments to the indenture governing the First Priority Senior Secured Notes. Further, Media has received the consent of the lenders of a majority of the loans, commitments and letters of credit exposure under the Senior Secured Revolver (as defined in the Offering Memorandum) to certain amendments to the Senior Secured Revolver, including amendments to permit the Exchange Offers and solicitation of Discount Notes Consents. The amendments to the Senior Secured Revolver will only become effective if the Exchange Offers are consummated.

Old Notes may still be tendered and Discount Notes Consents may still be delivered until midnight, New York City time, on December 3, 2012 unless the Exchange Offers or solicitation of Discount Notes Consents is terminated or withdrawn earlier, or unless the Exchange Offers or solicitation of Discount Notes Consents is further extended.  In addition, the Companies have the right to amend, terminate or withdraw any of the Exchange Offers or solicitation of Discount Notes Consents, at any time and for any reason, including if any of the conditions to the Exchange Offers or solicitation of Discount Notes Consents are not satisfied.  The Companies also announced today the extension of the Withdrawal Deadline (as defined in the Offering Memorandum) for the Exchange Offers and solicitation of Discount Notes Consents until midnight, New York City time, on December 3, 2012.

Concurrently with the Exchange Offers, Media is also soliciting consents (the "Solicitation Consents") from holders of its First Priority Senior Secured Notes to certain amendments to the indenture governing the First Priority Senior Secured Notes (the "First Priority Senior Secured Notes Consent Solicitation").  The terms of the First Priority Senior Secured Notes Consent Solicitation have also been amended to, among other things, reflect the new terms of the Exchange Offers and increase the interest rate payable on the First Priority Senior Secured Notes to 10.25% per annum regardless of the principal amount of the Old Senior Subordinated Notes that are validly tendered and accepted (and not withdrawn) in the Exchange Offers.  

The expiration date for the First Priority Senior Secured Notes Consent Solicitation is extended to midnight, New York City time, on December 3, 2012 or such later time and date to which the First Priority Senior Secured Notes Consent Solicitation is extended (the "First Priority Senior Secured Notes Consent Solicitation Expiration Date"). Solicitation Consents may be revoked at any time on or prior to midnight, New York City time, on December 3, 2012.  

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").

If Media receives the requisite consents to the First Priority Senior Secured Notes Consent Solicitation, Media will execute a supplemental indenture (the "Supplemental Indenture") on or soon after the First Priority Senior Secured Notes Consent Solicitation Expiration Date, but not later than the date the Exchange Offers are consummated.  The Supplemental Indenture, by its terms, will become effective only upon the consummation of the Exchange Offers.  

As of 5:00 p.m., New York City time, on November 19, 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 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, 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 solicitation of the Discount Notes Consents and the 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 Media's, Holdings' and Parent's current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Media, Holdings and Parent 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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