2014

LBI Media, Inc. and LBI Media Holdings, 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. 2, 2012 /PRNewswire/ -- LBI Media, Inc. ("Media") and LBI Media Holdings, Inc. ("Holdings" and together with Media, the "Companies") announced today that they have amended certain terms of their previously announced private exchanges 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") and extended the expiration date for the Exchange Offers and solicitation of Exchange Offers Consents to 5 p.m., New York City time, on November 13, 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 "Second Supplement"), 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, 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, and October 26, 2012 (the "Prior Supplements").  The amended terms of the Exchange Offers and solicitation of Exchange Offers Consents are more fully described in a Fifth Supplement to the Confidential Offering Memorandum and Consent Solicitation (the "Offering Memorandum Supplement"), dated November 2, 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.

Old Notes may still be tendered and Exchange Offers Consents may still be delivered until 5 p.m., New York City time, on November 13, 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 solicitation of Exchange Offers Consents has also been extended until 5 p.m., New York City time, on November 13, 2012.

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 13, 2012 (the "Early Tender Date") will be entitled to receive the Total Consideration. 

The Companies have also revised the General Conditions (as defined in the Offering Memorandum) for the Exchange Offers and solicitation of Exchange Offers Consents.  The definition of "General Conditions" previously included a condition that at least 90% of the aggregate principal amount of the Discount Notes not held by Holdings were validly tendered and accepted in the Exchange Offers.  The Companies have now revised the definition of "General Conditions" to remove that condition and the Exchange Offers and solicitation of Exchange Offers Consents are now conditioned on the valid tender and acceptance of at least a majority of the aggregate principal amount of the Discount Notes entitled to vote and consent to the proposed amendments to the indenture governing the Discount Notes in the solicitation of Exchange Offers Consents.  Notwithstanding this revision to the General Conditions, as described in the Second Supplement, if the Exchange Offers are consummated, Media's and its subsidiaries' ability to make payments to Holdings in order for Holdings to redeem, repurchase, satisfy and discharge, defease, retire for value or otherwise acquire any Discount Notes (other than Discount Notes held by Holdings) will be limited to no more than 10% of the principal amount of the Discount Notes outstanding immediately prior to the closing of the Exchange Offers (excluding Discount Notes held by Holdings or its affiliates or any directors, officers, stockholders and other affiliates of Media or Holdings) plus payment of any related interest, premium, fees, costs, expense and other amounts owing thereunder with respect thereto.  This limitation is described in full in the Second Supplement.

The revision of the General Conditions and additional amendments to the terms of the Exchange Offers and solicitation of Exchange Offers Consents are described in the Offering Memorandum Supplement.

The Companies announced today additional preliminary results of the Exchange Offers and the solicitation of Exchange Offers Consents. As of 4:00 p.m., New York City time, on November 2, 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 $29.1 million, or 69.6%, 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.  These results include the Old Senior Subordinated Notes and the Discount Notes that have already been tendered and Exchange Offers Consents that have already been delivered by certain holders of the Old Senior Subordinated Notes and the Discount Notes that tendered their Old Notes and delivered their Exchange Offers Consents pursuant to various agreements among the parties. As of the date hereof, each of these agreements has automatically terminated in accordance with its terms and these holders may withdraw their previously tendered notes prior to the Withdrawal Deadline.

Media also announced today that that it has amended certain terms of its previously announced concurrent solicitation of 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"), and  it has extended the expiration date for the solicitation of Solicitation Consents  to 5 p.m., New York City time, on November 13, 2012 and Solicitation Consents may be revoked at any time on or prior to 5 p.m., New York City time, on November 13, 2012 (the "Revocation Deadline"). 

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 4:00 p.m., New York City time, on November 2, 2012, approximately $206.6 million, or 93.9%, of the outstanding principal amount of First Priority Senior Secured Notes had validly delivered Solicitation Consents.  These results include the consents delivered by certain holders of the First Priority Senior Secured Notes pursuant to an agreement with Media. As of the date hereof, this agreement has automatically terminated in accordance with its terms and these holders may revoke their previously delivered Solicitation Consents at any time on or prior to the Revocation Deadline.

* * *

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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