Paxson gets required consents, accepts $1.039 billion floaters, 10¾% notes, 12¼% discount notes

By Jennifer Chiou

New York, Dec. 30 - Paxson Communications Corp. said it accepted a total of $1.039 billion notes in its tender offer for all of its $365 million principal amount of senior secured floating-rate notes due 2010, $200 million principal amount of 10¾% senior subordinated notes due 2008 and $496.3 million principal amount at maturity of 12¼% senior subordinated discount notes due 2009.

The tender ended at midnight ET on Dec. 29.

The West Palm Beach, Fla., television station operator also announced it obtained the required consents to amend the note indentures to eliminate the principal restrictive covenants and change other provisions. Paxson executed supplemental indentures for the indentures.

For the floaters, Paxson will pay $1,002.50 per $1,000 principal amount, for the 10¾% notes, $1,056.25 per $1,000 principal amount and for the discount notes $1,059.50 per $1,000 principal amount at maturity.

All prices include a consent payment of $20.00 per $1,000 principal amount (at maturity for the discount notes) that will only be paid to holders who tendered with consents before the consent expiration date of 5 p.m. ET on Dec. 14.

Paxson will also pay accrued interest up to but excluding the settlement date.

The consent solicitation required approval from the holders of a majority of each series of notes. Investors could not consent without tendering and vice versa.

The offer is subject to the new financing being completed, sufficient consents being received and a minimum tender condition.

The company began the offer on Dec. 1.

Citigroup Corporate and Investment Banking is dealer manager and solicitation agent (800 558-3745 or call collect 212 723-6106). Global Bondholder Services Corp. is depositary (866 470-3800 or call collect 212 430-3774).

Paxson added it issued redemption notices for the remaining $22.6 million of notes outstanding. It intends to redeem the notes by Jan. 15.

The company said it used the proceeds from its offering of $400 million of first-priority senior secured floating-rate notes due 2012 and $405 million of second-priority senior secured floating-rate notes due 2013 as well as borrowings from its $325 million first-priority term loan due January 2012 for the tender.

The first-priority notes and the first-priority term loan bear interest at three-month Libor plus 325 basis points. The second-priority notes bear interest at three month Libor plus 625 bps.

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