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

News provided by

LBI Media, Inc.

Oct 26, 2012, 08:00 ET

BURBANK, Calif., Oct. 26, 2012 /PRNewswire/ -- LBI Media Holdings, Inc. ("Holdings") and LBI Media, Inc. ("Media" and, together with Holdings, the "Companies") announced today that the Expiration Date has been extended to 5 p.m., New York City time, on November 5, 2012 for 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 11% second priority secured springing subordinated notes due 2020 (the "Second Priority Secured Springing Subordinated Notes"); 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 Springing Subordinated Notes, or (ii) Holdings' new 11% senior notes due April 30, 2017 (the "Holdings Notes" and together with the Second Priority Secured Springing Subordinated Notes, the "New Notes").

Further, the Companies announced today that the Expiration Date has been extended to 5 p.m., New York City time, on November 5, 2012 for its related solicitation of consents (the "Consents") to certain proposed amendments to the indenture governing the Old Senior Subordinated Notes (the "Old Senior Subordinated Notes Proposed Amendments") and certain proposed amendments to the indenture governing the Discount Notes (the "Discount Notes Proposed Amendments" and together with the Old Senior Subordinated Notes Proposed Amendments, the "Proposed Amendments").

The Companies also announced additional preliminary results of the Exchange Offers.  As of midnight, New York City time, October 25, 2012, which was the prior extended expiration date for the Exchange Offers, (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 $29.1 million, or 69.6%, of the outstanding principal amount of Discount Notes not held by Holdings had been validly tendered and not withdrawn. 

Old Notes may still be tendered and Consents may still be delivered until 5 p.m., New York City time, on November 5, 2012 unless the Exchange Offers or solicitation of Consents of the Old Notes is terminated or withdrawn earlier, or unless the Exchange Offers or solicitation of Consents of the Old Notes is further extended, the "Expiration Date").  The withdrawal deadline has passed and tenders of Old Notes and the related Consents may no longer be withdrawn or revoked.  In addition, the Companies have the right to amend, terminate or withdraw any of the Exchange Offers or solicitation of Consents, at any time and for any reason, including if any of the conditions to the Exchange Offers or solicitation of Consents are not satisfied.  The terms of the Exchange Offers and solicitation of Consents are described more fully in the confidential offering memorandum and consent solicitation statement, as amended (the "Offering Memorandum") that was prepared in connection with the Exchange Offers and solicitation of Consents.  All the conditions set forth in the Offering Memorandum remain unchanged.

In addition, with respect to Media's concurrent solicitation of consents to the proposed amendments (the "First Priority Senior Secured Notes Proposed Amendments") to the indenture governing Media's 9¼% Senior Secured Notes due 2019 (the "First Priority Senior Secured Notes"), Media has extended the expiration date for the solicitation of consents to the First Priority Senior Secured Notes Proposed Amendments to 5 p.m., New York City time, on November 5, 2012.  However, previously delivered Consents to the First Priority Senior Secured Notes Proposed Amendments may no longer be revoked.  As of midnight, New York City time, October 25, 2012, which was the prior extended expiration date for the solicitation of consents to the First Priority Senior Secured Notes Proposed Amendments, approximately $206.6 million, or 93.9%, of the outstanding principal amount of First Priority Senior Secured Notes had validly delivered consents to the First Priority Senior Secured Notes Proposed Amendments. The terms of the solicitation of consents to the First Priority Senior Secured Notes Proposed Amendments are described more fully in the consent solicitation statement, as amended (the "Consent Solicitation Statement") that was prepared in connection with the solicitation of consents to the First Priority Senior Secured Notes Proposed Amendments.  All the conditions set forth in the Consent Solicitation Statement remain unchanged.

The Companies' solicitation of consents to the  to the Discount Notes Proposed Amendments and the First Priority Senior Secured Notes Proposed Amendments have received sufficient consents to, among other things, allow for the issuance of the Second Priority Secured Springing Subordinated Notes and restrict the payment of future interest and principal payments on the Discount Notes.

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 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 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.