Block Communications, Inc. Announces a Cash Tender Offer for Senior Notes Due 2015

TOLEDO, Ohio, Jan. 12, 2012 /PRNewswire/ -- Block Communications, Inc. (the "Company"), announced today the commencement of a cash tender offer (the "Tender Offer") on the terms set forth in the table below for all of its outstanding 8 1/4% Senior Notes due 2015 (the "Notes"). 

In connection with the Tender Offer, the Company is soliciting consents from the holders of Notes (the "Consent Solicitation") to certain proposed amendments to the indenture, dated as of December 22, 2005, governing the Notes (the "Indenture") that would eliminate most of the restrictive covenants and certain events of default, and modify certain other provisions, contained in the Indenture (the "Proposed Amendments"). The Proposed Amendments will be effected by a supplemental indenture that is described in more detail in the Company's Offer to Purchase and Consent Solicitation Statement, dated as of January 12, 2012 (the "Offer to Purchase"). The supplemental indenture will not be executed unless and until the Company has received consents from holders of at least a majority in aggregate principal amount of the outstanding Notes (excluding Notes held by the Company or any of its affiliates).  Holders who validly tender their Notes will be deemed to consent to the Proposed Amendments. 

The terms and conditions of the Tender Offer and Consent Solicitation are described in the Offer to Purchase and related Letter of Transmittal to be distributed to holders of the Notes.

*Includes the applicable early tender premium per $1,000 principal amount of Notes.

The Tender Offer will expire at 11:59 p.m. New York City time, on February 9, 2012, unless extended or earlier terminated (such time and date, as the same may be extended, the "Expiration Date"). Holders must validly tender their Notes prior to 5:00 p.m., New York City time, on January 26, 2012 (the "Early Tender Deadline"), unless extended, in order to be eligible to receive the applicable Total Consideration. Holders who validly tender their Notes after the Early Tender Deadline but prior to the Expiration Date and whose Notes are accepted for purchase will receive the applicable tender offer consideration, namely the Total Consideration less the Early Tender Premium/Consent Payment of $10.00 per $1,000 principal amount of Notes (the "Tender Offer Consideration").

Payments of the Total Consideration for the Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline and accepted for purchase will be made promptly after the Early Tender Deadline.  Payments of the Tender Offer Consideration for the Notes validly tendered and not validly withdrawn after the Early Tender Deadline but on or prior to the Expiration Date and accepted for purchase will be made promptly after the Expiration Date. In addition to the applicable consideration, the Company will pay in cash accrued and unpaid interest on all validly tendered Notes accepted for purchase in the Tender Offer up to, but not including, the applicable payment date.

Completion of the Tender Offer is subject to certain conditions, as more fully described in the Offer to Purchase.

BofA Merrill Lynch is acting as Dealer Manager for the Tender Offer. The Information Agent for the Tender Offer is Global Bondholder Services Corporation. Holders with questions regarding the tender offer should contact BofA Merrill Lynch, Debt Advisory Services at (888) 292-0070 (toll free) or (646) 855-3401 (collect). Requests for copies of any Offer to Purchase or Letter of Transmittal should be directed to the Information Agent, Global Bondholder Services Corporation, at (866)-470-3900 (toll free); banks and brokers should call (212) 430-3774.

None of the Company, the Dealer Manager or the Information Agent is making any recommendations to holders of Notes as to whether to tender or refrain from tendering their Notes in the tender offer. Holders of Notes must decide how many Notes they will tender, if any.

About Block Communications, Inc.
Block Communications, Inc, an Ohio corporation, is a privately held diversified media company with operations in cable television, commercial telecommunications, newspaper publishing and television broadcasting.  The Company owns and operates Buckeye CableSystem, its cable system serving Toledo and Erie County, Ohio. Its cable system is a 870 MHz, hybrid fiber coaxial and two-way interactive system, enabling the Company to offer advanced products such as digital cable, high-speed data, telephony, high-definition television, video on demand and digital video recorder services.  The Company also owns and operates a facilities-based commercial telecommunications business, Buckeye TeleSystem, serving commercial customers primarily in northwest Ohio and southeast Michigan.  In addition, the Company publishes two daily metropolitan newspapers, the Pittsburgh Post-Gazette in Pittsburgh, Pennsylvania and The Blade in Toledo, Ohio, each of which is the dominant newspaper publication in its market.  The Company also owns and operates five full power television broadcast stations and one wide coverage Class A digital television station. These television broadcast stations currently carry eight separate network affiliated channels and one independent channel in: Lima, Ohio; Louisville, Kentucky; Boise, Idaho; and Champaign-Springfield-Decatur, Illinois.

This press release contains statements that constitute forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results or developments may differ materially from those in the forward-looking statements as a result of various factors. The Company disclaims any obligation to update the forward-looking statements contained herein.

The Company's obligation to accept any securities tendered and to pay the applicable consideration for them is set forth solely in the Offer to Purchase and related Letter of Transmittal.

This news release is not an offer to purchase or a solicitation of an acceptance of the tender offer. The Company may extend or, subject to certain conditions, terminate the tender offer at any time and in its sole discretion.

SOURCE Block Communications, Inc.