Allen Media reports success of consent solicitation for 10˝% notes

By Wendy Van Sickle

Columbus, Ohio, July 15 – Allen Media, LLC and Allen Media Co-Issuer, Inc. received consents from holders of $275,079,000, or 91.7% of the 10˝% senior notes due 2028 by the final deadline of the consent solicitation seeking to amend and modify the indenture governing the notes and other related documents to the extent necessary, according to a press release.

The amended consent solicitation expired at 5 p.m. ET on July 14, extended from July 12. The amount of consents received were sufficient for passage, which required consents from holders of a majority of the principal amount of the notes.

The original offer was announced on July 2.

As reported on July 12, AMG amended the terms of the consent solicitation relating to the consolidated adjusted EBITDA definition in the indenture. The purpose of the amended consent solicitation is to (1) clarify that the add-back for depreciation and amortization expense excludes amortization of TV library, amortization of TV production costs and film rights, and amortization of programming rights, (2) limit the add-back for restructuring, integration, transition or similar charges, expenses or reserves to an amount not to exceed $10 million for any test period, (3) limit the add-back for extraordinary, unusual or non-recurring costs, fees, charges and other expenses to an amount not to exceed $20 million for any test period, and (4) limit the pro forma adjustments related to the transaction to an amount not to exceed $3.6 million. All other terms are the same in the consent solicitation.

The original proposed amendments would permit additional secured and unsecured debt up to $550 million in the aggregate, $210 million of which is expected to be secured debt. The amendment would also allow an increase to the size of the group’s revolver to $100 million from $60 million.

As previously reported, Allen Media plans on making a $500 million cash acquisition of television stations in 10 markets from several parties, transfer broadcast television station KITV to the restricted group and refinance related outstanding debt.

Holders of a majority of the principal amount of notes must consent for the proposals to be adopted.

Consenting noteholders will receive a consent fee of $60 per $1,000 note.

RBC Capital Markets, LLC is the solicitation agent (877 381-2099, 212 618-7843, liability.management@rbccm.com).

Ipreo LLC is the tabulation agent (866 406-2283, consent@ipreo.com).

Allen Media is a Los Angeles-based media, content and technology company.

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