LBI Media again pushes back exchange offers, updates tenders so far

By Susanna Moon

Chicago, Oct. 26 - LBI Media, Inc. said it again extended its private exchange offers, and holders may now tender their notes and deliver their consents until 5 p.m. ET on Nov. 5.

Holders may no longer withdraw tendered notes.

The expiration was pushed back from midnight ET on Oct. 25 and, before that, from Oct. 12 and Oct. 5. The earlier deadlines had been on Sept. 21, Sept. 28, Aug. 29 and Aug. 13.

LBI said on Oct. 12 that that it amended its offers, changing the exchange payment. In addition, the withdrawal deadline was 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.

As of the most recent deadline, investors had tendered $60.5 million, or 26.4%, of the 8½% notes and about $29.1 million, or 69.6%, of the 11% notes.

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.

Amended payout

As previously noted, LBI is 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 also revised the exchange offers to 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 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.

More background

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 Nov. 5, extended from Oct. 25.

Before that, the solicitation was extended from 5 p.m. ET on Sept. 21 and from 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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