CBD Media seeks waiver of change of control provision, loans to back stop potential note puts

By Angela McDaniels

Seattle, Jan. 26 - CBD Media, LLC said its upcoming merger with Local Insight Media, LLC will trigger the change-of-control provision in its term loan facility due 2009, its 8 5/8% senior subordinated notes due 2011 and CBD Media Holdings LLC's 9¼% senior notes due 2012.

Accordingly, CBD Media is seeking its lenders' consent to waive the change-of-control provision and has secured commitments from Wachovia Bank, Lehman Brothers Inc. and Merrill Lynch & Co. to provide a senior secured bridge loan facility of up to $188 million upon consummation of the merger with Local Insight, according to a company news release.

Of the bridge loan, $101 million will back stop the purchase of any of CBD Media Holdings' 9¼% notes that are put as a result of the change of control. The remaining $87 million will be used to fund a special dividend to be paid to Spectrum Equity Investors, which indirectly owns 95% of CBD Media Holdings' membership interests.

A $152 million incremental term loan facility under CBD Media's term loan facility will back stop the purchase of any of CBD Media's 8 5/8% notes that are put due to the change of control.

The merger with Local Insight is subject to regulatory approval and other closing conditions and is expected to close in the first quarter of 2007.

CBD Media is a Cincinnati-based multimedia publisher of Yellow and White Pages directories.

Englewood, Colo.-based Local Insight provides print directories and Internet-based local search services through its subsidiaries in Alaska and the Caribbean.

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