Barrington Broadcasting tweaks consent solicitation for 10½% notes

By Angela McDaniels

Tacoma, Wash., Dec. 7 - Barrington Broadcasting Group LLC amended the consent solicitation and tender offer for its outstanding 10½% senior subordinated notes due 2014, according to a company news release.

The offer was amended to provide that if the company receives the consents needed to amend the note indenture and executes a supplemental indenture, the amendments will not become operative until the company accepts for purchase all notes that were tendered prior to the early tender deadline.

Under the original terms of the offer, the proposed amendments would not become operative until tendered notes were purchased in the offer.

As previously reported, the company is soliciting consents to amend the notes to eliminate most of the restrictive covenants and needs consents from the holders of at least a majority of the outstanding notes.

Holders who tender their notes are required to provide consents, and holders may not deliver consents without tendering their notes.

The purchase price is $1,030 per $1,000 principal amount of notes. This includes a premium of $30 for each note tendered by 5 p.m. ET on Dec. 13, the early tender deadline.

The offer will expire at 11:59 p.m. ET on Dec. 29.

When the offer began on Nov. 30, the company said it expected to purchase notes tendered by the early tender deadline during the week of Dec. 19.

Purchased notes will be canceled, and the company plans to redeem any notes that remain outstanding after completion of the offer.

The offer is being made in connection with a proposed refinancing that includes the following:

• Barrington entering into a $195 million senior secured credit facility;

• SagamoreHill of Carolina, LLC and SagamoreHill of Carolina Licenses, LLC entering into a $2.3 million senior secured credit facility, which will be guaranteed on a senior secured basis by Barrington; and

• Tucker Broadcasting of Traverse City, Inc. entering into a $6.8 million senior secured credit facility, which will be guaranteed on a senior secured basis by Barrington.

The offer is conditioned on the completion of the financing transactions, the receipt of the required consents and the execution of the supplemental indenture.

Barrington said on Nov. 28 that it planned to draw from a new credit facility to repurchase all of the notes.

Banc of America Securities LLC (888 292-0070 or 646 855-3401) is the dealer manager and solicitation agent. D.F. King & Co., Inc. (banks and brokers call 212 269-5550, others call 800 488-8095) is the information agent.

Barrington owns and operates network-affiliated television stations and is based in Schaumburg, Ill.

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