LBI Media again amends, extends exchange offers for 8½%, 11% notes

By Susanna Moon

Chicago, Dec. 12 - LBI Media, Inc. said holders may now tender their notes and deliver their consents in the private exchange offers until midnight ET on Dec. 24, extended from 5 p.m. ET on Dec. 14. The company also amended the terms of the offers.

The private exchange offers for the company's 8½% senior subordinated notes due 2017 and any and all of LBI Media Holdings, Inc.'s 11% senior discount notes due 2013 began on July 17 and were originally set to end at midnight ET on Aug. 13. The offer was extended several times, most recently on Dec. 7.

As of the most recent deadline, investors had tendered $174.6 million, or 76.3%, of the 8½% notes and $30.4 million, or 72.7%, of the 11% notes, according to a company press release. The tally remains unchanged from the previous early tender deadline on Dec. 3.

That compares with tenders for $60.5 million, or 26.4%, of the 8½% notes and $29.8 million, or 71.3%, of the discount notes not held by the company as of 5 p.m. ET on Nov. 19.

More offer changes

The company also amended the terms of the offers on Dec. 11 to revise the offer payment. LBI now is offering 11½%/13½ payment-in-kind second-priority senior secured notes due 2020, with coupons bumped up from the previous 11%/13% PIK notes, and class A common stock purchase warrants for any and all outstanding 8½% senior subordinated notes in lieu of the previously offered 11% second-priority secured springing subordinated notes due 2020.

The terms of the second-priority secured subordinated notes also were revised so that they will be subordinated in right of payment to all existing and future senior debt of the company, and the second-priority secured subordinated notes will be senior in right of payment with the old senior subordinated notes, according to a company press release.

Interest on the second-priority secured subordinated notes was also revised so that on or prior to Nov. 15, 2015, it will accrue at 11½% per year, with 8¾% payable in cash plus 2¾% in additional PIK second-priority secured subordinated notes, or 13½% per year, with 4¼% payable in cash plus another 9¼% in additional PIK second-priority secured subordinated notes.

Beginning on Nov. 15, 2015, interest will accrue at 11½% per year, with 8¾% payable in cash plus 2¾% in additional PIK second-priority secured subordinated notes, provided that the last interest payment will be entirely in cash.

Recent offer changes

The company amended the terms of the offers on Nov. 20 to revise the offer payment. Also, the offers were revamped so that holders who tender their notes by the end of the offers could receive the total payment rather than just those who tendered by the early deadline.

At the time, LBI offered 11%/13% payment-in-kind second-priority senior secured notes due 2020 and class A common stock purchase warrants for any and all outstanding 8½% senior subordinated notes in lieu of the previously offered 11% second-priority secured springing subordinated notes due 2020.

Before that, the company had offered new 11% second-priority secured notes instead of the originally announced 11% senior secured notes due 2019 for the 8½% notes.

LBI further amended the exchange offers to offer either the PIK toggle notes, instead of the previously offered springing subordinated notes, or new 11% senior notes due 2017 for any and all of the outstanding discount notes.

For each $1,000 principal amount of 8½% subordinated notes, LBI Media, Inc. will issue $600 of PIK toggle notes, instead of $700 of new springing subordinated notes previously planned, and up to 0.000685788 warrants.

For each $1,000 principal amount of 11% discount notes, LBI Media, Inc. will issue $400 of the PIK toggle notes or, if holders elect to receive senior notes due 2017 instead, $1,000 of the senior notes.

As noted before, the total amount of PIK toggle notes issued in exchange for the discount notes may not exceed $9.8 million, which, if necessary, will be allocated on a pro rata basis.

Participating holders of both the old subordinated notes and the discount notes will now receive accrued interest.

Before the latest amendment, if a majority of the principal amount of the 8½% notes were to be tendered and accepted, the springing subordinated notes would be subordinated in right of payment to all existing and future senior debt of LBI Media. The terms of the second-priority secured notes (now the PIK toggle notes instead of the springing subordinated notes) were revised so that the notes are equal in right of payment to LBI Media's existing and future debt, regardless of the amount of old notes tendered.

As also noted before, LBI withdrew its consent solicitation to amend the 8½% note indenture to eliminate certain events of default, modify covenants and modify or eliminate other provisions, including, in some cases, provisions relating to defeasance.

9¼% notes solicitation

The company is also soliciting consents from holders to amend the indenture of its 9¼% senior secured notes due 2019. The solicitation will now end on Dec. 24, extended from Dec. 14.

The consent solicitation for the 9¼% notes was amended before to reflect the new terms of the exchange offers and to increase the interest rate on the notes to 10¼% regardless of the amount of 8½% notes tendered and accepted in the exchange offers.

As noted previously, the company is offering a cash payment equal to $5.00 per $1,000 principal amount of the notes.

As of 5 p.m. ET on Nov. 19, consents had been received for $212 million, or 96.4%, of the 9¼% notes.

D.F. King & Co., Inc. (212 269-5550 for brokers and banks or 800 431-9645 for all others) is the information agent and exchange agent for the exchange offers and solicitation of consents.

LBI Media is a Burbank, Calif., owner and operator of Spanish-language radio and television stations.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.