LBI updates payout, extends exchange offers; tenders still unchanged

By Jennifer Chiou

New York, Oct. 12 - LBI Media, Inc. said it again amended its private exchange offers, pushing back the deadline and modifying the payout.

The expiration is now midnight ET on Oct. 25, extended from Oct. 12 and, before that, from midnight ET on Oct. 5.

The earlier deadlines had been midnight ET on Sept. 21, midnight ET on Sept. 28, 5 p.m. ET on Aug. 29 and midnight ET on Aug. 13.

LBI said that it has also changed the exchange consideration for participating holders.

In addition, the withdrawal deadline has been extended until Oct. 25.

As reported, LBI Media is offering to exchange its 8½% senior subordinated notes due 2017 and any and all of LBI Media Holdings, Inc.'s 11% senior discount notes due 2013.

The company's consent solicitation for its 9¼% senior secured notes due 2019 will coincide with the end of the exchange offers.

LBI is now offering new 11% second-priority secured springing subordinated notes due 2020 instead of the originally announced 11% senior secured notes due 2019 for the 8½% notes.

The company has also revised the exchange offers to now offer either the springing subordinated notes or new 11% senior notes due 2017 for any and all of the outstanding discount notes.

If a majority of the principal amount of the 8½% notes are validly tendered and accepted, the springing subordinated notes will be subordinated in right of payment to all existing and future senior debt of LBI Media.

For each $1,000 principal amount of 8½% subordinated notes, LBI Media, Inc. will issue $700 of the new springing subordinated notes if less than a majority of the old notes are tendered and the notes are tendered by Oct. 25 and, otherwise, $670 of the new notes.

If less than a majority of the 8½% subordinated notes is tendered, the company will issue $500 of the new notes for early tenders and $470 for later tenders per $1,000 principal amount.

For each $1,000 principal amount of 11% discount notes, LBI Media, Inc. will issue $400 of the new springing subordinated notes if less than a majority of the old notes are tendered and the notes are tendered by Oct. 25 and, otherwise, $370 of the new notes.

If less than a majority of the 11% notes is tendered, the company will issue $400 of the new notes for early tenders and $370 for later tenders per $1,000 principal amount.

Participating holders of the old subordinated notes will receive accrued interest.

The offers are conditioned on the valid tender and acceptance of at least 90% of the discount notes, other than the $26.6 million aggregate principal amount held by Holdings.

Tenders thus far

LBI previously said that as of the original Aug. 13 expiration date, about $10.4 million, or 4.6%, of the 8½% senior subordinated notes had been tendered, and none of the 11% discount notes had been tendered. Holders tendered no more notes as of the most recent deadline.

As already stated, Oaktree Capital Management, LP and Tinicum Capital Partners II, LP, holders of $52.9 million aggregate principal amount, or 23.1%, of the old subordinated notes and about $1.1 million aggregate principal amount, or 2.5%, of the discount notes, agreed to participate in the exchange offers.

The offer for the 11% discount notes has conditions pertaining to the related consent solicitation.

In connection with the exchange offers, LBI is soliciting consents from holders to amend the note indentures to eliminate some events of default, modify covenants and modify or eliminate other provisions, including, in some cases, provisions relating to defeasance.

9¼% notes solicitation

As previously reported, the company is also soliciting consents from holders to amend the indenture of its 9¼% senior secured notes due 2019. The solicitation will also end on Oct. 25.

It was extended from 5 p.m. ET on Sept. 21 and, before that, from 5 p.m. ET on Aug. 29 and Aug. 13.

The amendments will allow LBI to, among other things, issue the new 11% senior secured notes, the new 11% junior notes and the 11% senior subordinated notes due 2019.

The company is offering a cash payment equal to $5.00 per $1,000 principal amount of the 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.

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