CMP Susquehanna accepts $175.46 million 9 7/8% notes at early offer deadline

By Jennifer Chiou

New York, March 26 - CMP Susquehanna Radio Holdings Corp. and subsidiary CMP Susquehanna Corp. said that they accepted all $175.46 million of tendered notes after the passing of the early participation deadline of the exchange offer and consent solicitation to refinance CMP Susquehanna's $187.6 million of outstanding 9 7/8% senior subordinated notes due 2014.

The notes accepted at the early deadline amount to 93.5% of the securities.

The companies said that they have waived, with the consent of holders who entered into a lock-up agreement, the condition that 98% of the existing notes must be tendered prior to the completion of the exchange offer.

The early participation deadline was 5 p.m. ET on March 24, previously pushed back from March 23. The offer and solicitation will expire at midnight ET on April 3. They began on March 9.

The company previously had extended the deadline to allow additional holders to tender their notes for exchange so that the now-changed 98% minimum participation condition would be satisfied.

As already reported, the companies are offering to exchange the notes for up to $15 million of variable-rate senior subordinated secured second-lien notes due 2014 issued by CMP Susquehanna, up to $35 million in shares of series A preferred stock of CMP Susquehanna Radio and warrants exercisable for CMP Susquehanna Radio common stock representing up to 40% of the company's outstanding common stock on a fully diluted basis.

The companies are also soliciting consents to proposed amendments to the indenture governing the notes that would eliminate substantially all of the restrictive covenants, some events of default and other related provisions.

Notes, preferreds, warrants on offer

For each $1,000 principal amount of notes tendered by the early participation deadline, holders will receive $79.96 in new notes, $186.57 of preferreds and warrants exercisable for 21.32 shares.

For each $1,000 principal amount of notes tendered after the early participation deadline but before the offer expiration, holders will receive $63.97 in new notes, $149.26 of preferreds and warrants exercisable for 17.06 shares.

The settlement date is expected to be one business day after the early participation deadline for notes tendered by that date and April 6 for remaining notes.

The companies said the new notes will be secured on a second-priority basis by a security interest in substantially all of CMP Susquehanna's assets and will be subordinated to all of its first-priority senior secured debt, including its senior credit facilities.

In addition, the new notes will be initially guaranteed on a second-priority senior secured subordinated basis by CMP Susquehanna Radio and the subsidiaries that guarantee CMP Susquehanna's senior credit facilities.

The new preferreds will have an initial stated value of $10 each, will be callable and will pay in-kind cumulative dividends semiannually at a rate equal to 9 7/8%, if declared by the company's board of directors.

The new warrants will be immediately exercisable for shares of CMP Susquehanna Radio's common stock at an exercise price of $0.01 per share.

Consummation of the exchange offer is subject to conditions that include the receipt of enough consents to amend the indenture and - until waived - the tender of at least 98% of the outstanding amount of notes.

Prior to launching the exchange offer and consent solicitation, the companies entered into agreements with eligible holders of 72% of the outstanding principal amount of notes under which they agreed to tender their notes and deliver consents.

Global Bondholders Services Corp. (866 873-7700) is the information agent.

The exchange offer and consent solicitation are only being made to noteholders who are either qualified institutional buyers, as defined in Rule 144A under the Securities Act of 1933, or persons other than U.S. persons.

CMP Susquehanna Radio is a privately owned radio broadcasting company based in Atlanta.

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