Barrington Broadcasting tenders for 10½% senior subordinated notes

By Susanna Moon

Chicago, Nov. 30 - Barrington Broadcasting Group LLC said it began a cash tender offer and consent solicitation for its outstanding 10½% senior subordinated notes due 2014.

Holders who will receive the total price of $1,030 per $1,000 principal amount notes tendered by the early tender deadline of 5 p.m. ET on Dec. 13, which includes a premium of $30 per $1,000 principal amount.

Holders will receive par for notes tendered after the early tender deadline but by the offer expiration at 11:59 p.m. ET on Dec. 29.

Barrington is soliciting consents from holders to amend the notes to eliminate most of the restrictive covenants.

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

The company said it will execute a supplemental indenture to the notes if it receives consents from a majority of holders.

Tendered notes may not be withdrawn after execution of the supplemental indenture.

The offer is being made in connection with a proposed refinancing of 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 and receipt of the required consents and execution of the supplemental indenture.

Barrington said it will redeem any notes that remain outstanding after completion of the offer.

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

Purchased notes will be canceled.

The company said it expects to purchase notes tendered by the early tender deadline during the week of Dec. 19. Payment for notes tendered by the expiration date will occur "promptly" after the expiration date, according to a press release by the Schaumburg, Ill.-based owner and operator of network affiliated television stations.

Barrington said on Nov. 28 that it planned to draw from a new credit facility to repurchase all of its 10½% senior subordinated notes due 2014.

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