Salem receives early tenders for $212.6 million of 9 5/8% notes

By Marisa Wong

Madison, Wis., March 11 - Salem Communications Corp. said that holders tendered $212,597,000, or 99.58%, principal amount of 9 5/8% senior secured second-lien notes due 2016 as of 5 p.m. ET on March 8, the consent payment deadline of its previously announced tender offer.

Salem began the cash tender offer for any and all of its $213.5 million of 9 5/8% notes on Feb. 25. The company also solicited consents to proposed amendments to the indenture governing the notes.

As previously reported, some of the proposed amendments require the consent of holders of a majority of the outstanding notes, and others require the consent of holders of at least 66 2/3% of the outstanding note. Salem said before that its obligation to purchase any notes is not conditioned on the receipt of the majority consents or the supermajority consents.

The company is offering $1,106.54 per $1,000 principal amount of the notes, which includes a consent payment of $30.00 for each note tendered by the consent payment deadline.

Holders who tender their notes after the early deadline but on or prior to midnight ET on March 22, the expiration of the offer, will receive $1,076.54 per $1,000 of notes.

The company will also pay accrued interest.

Tendered notes may no longer be withdrawn.

Salem said it expects to accept for payment on March 14 all of the notes tendered by the consent payment deadline.

The company also said it intends to issue a notice of redemption on the early settlement date to redeem any notes that remain outstanding after the expiration of the offer.

The company noted that because it will be able to discharge its obligations under the notes indenture as of the early settlement date, it does not plan to execute a supplemental indenture to effect the proposed amendments.

The co-dealer managers are Wells Fargo Securities, LLC (866 309-6316 or 704 410-4760) and SunTrust Robinson Humphrey, Inc. (404 926-5051). The information agent is Global Bondholder Services Corp. (866 470-4500 or 212 430-3774).

In connection with the offer, Salem expects to secure financing consisting of an up to $25 million revolving credit facility and a $300 million term loan facility. Proceeds from the term loan will be used to fund the tender offer.

The radio broadcasting company is based in Camarillo, Calif.

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