Accelerate360 offers to exchange PIK notes for old American Media

Chicago, June 5 – Accelerate360 Holdings, LLC (formerly ANC Holdco, LLC) commenced an exchange offer for its new 8½%/10% second-lien senior secured PIK toggle notes due 2026 for existing 10½% second-lien senior secured notes due 2026 issued by American Media, LLC, according to an exchange document.

There are currently $200 million of the old notes outstanding (ISINs: US02744LAQ32, USU02703AF02 and US02744LAR15).

Deadlines and consideration

To noteholders who tender their old notes by 5 p.m. ET on June 17, the early deadline, a total exchange consideration of $1,226.30 principal amount of new notes will be paid for each $1,000 principal amount of existing notes.

This includes the early tender payment of $50 principal amount of additional new notes.

For noteholders who tender old notes after the early deadline, but prior to 11:59 p.m. ET on July 1, an exchange consideration of $1,176.30 of new notes will be offered in exchange for $1,000 face amount of the old notes.

Description of new notes

The new notes will be issued as part of a single class of securities with existing notes, of which $288,325,000 have been previously issued.

The maturity date on the new notes will be Sept. 1, 2026.

Interest on the new notes will be payable as cash interest at a rate of 8½% and payment-in-kind interest at a rate of 10% per year payable by increasing the principal amount of the outstanding new notes or issuing new notes in an amount equal to the PIK interest, rounded down to the nearest $1.00.

The notes have a make-whole call until March 1, 2021 and then are callable at 110 starting in 2021, 107.5 in 2022, 105 in 2023, 102.5 in 2024 and thereafter at par. Additionally there is a 35% equity clawback.

There is also a change-of-control term under which notes will be repurchased at 101.

The new notes are being issued as Rule 144A and Regulation S notes.

Other details

D.F. King & Co., Inc. (amedia@dfking.com, 212 269-5550) is the exchange agent and information agent.

Wilmington Trust, NA is the trustee and collateral agent.

With headquarters in Smyrna, Ga., Accelerate360 is a provider of national distribution services, including billing and collection and sales and marketing services, for publishers.

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