Barrington Broadcasting gets consents needed to amend 10½% notes

By Angela McDaniels

Tacoma, Wash., Dec. 13 - Barrington Broadcasting Group LLC had received tenders for $50.89 million, or 92.63%, of its 10½% senior subordinated notes due 2014 as of 5 p.m. ET on Dec. 13, which was the early tender deadline in a tender offer and consent solicitation that began Nov. 30.

The amount received so far is enough to execute a supplemental indenture containing amendments to the note indenture. The amendments will eliminate most of the restrictive covenants. They will not become operative until the notes that were tendered by the early tender deadline are accepted for purchase.

The company expects to pay for the notes tendered so far on Dec. 14.

The offer remains open until 11:59 p.m. ET on Dec. 29. The company expects to redeem any notes that remain outstanding following the completion of the offer.

Consents were needed 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 the early tender deadline.

Purchased notes will be canceled.

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.

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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