LBI Media extends and amends exchange offers and consent solicitation

By Marisa Wong

Madison, Wis., Nov. 20 - LBI Media, Inc. said it again extended its private exchange offers and a related consent solicitation, and holders may now tender their notes and deliver their consents until midnight ET on Dec. 3. LBI Media also amended other terms of the offers and solicitation, according to a press release.

The expiration was pushed back from 5 p.m. ET on Nov. 13 and before that from 5 p.m. on Nov. 5. It had previously been Oct. 12, Oct. 5, Sept. 21, Sept. 28, Aug. 29 and Aug. 13 and Oct. 25.

There is no longer an early tender date. All holders who tender their notes by the expiration date will be entitled to receive the total consideration.

LBI Media has revised the consideration being offered to holders of its 8½% senior subordinated notes due 2017 and any and all of LBI Media Holdings, Inc.'s 11% senior discount notes due 2013.

In addition, LBI is offering 11%/13% payment-in-kind second-priority senior secured notes due 2020 and class A common stock purchase warrants for any and all outstanding 8½% senior subordinated notes in lieu of the previously offered 11% second-priority secured springing subordinated notes due 2020.

The company previously decided to offer new 11% second-priority secured notes instead of the originally announced 11% senior secured notes due 2019 for the 8½% notes.

LBI is further revising the exchange offers to offer either the PIK toggle notes, instead of the previously offered springing subordinated notes, or new 11% senior notes due 2017 for any and all of the outstanding discount notes.

For each $1,000 principal amount of 8½% subordinated notes, LBI Media, Inc. will now issue $600 of PIK toggle notes, instead of $700 of new springing subordinated notes, and up to 0.000685788 warrants.

For each $1,000 principal amount of 11% discount notes, LBI Media, Inc. will now issue $400 of the PIK toggle notes or, if holders elect to receive senior notes due 2017 instead, $1,000 of the senior notes.

The total amount of PIK toggle notes issued in exchange for the discount notes may not exceed $9.8 million, which, if necessary, will be allocated on a pro rata basis.

Participating holders of both the old subordinated notes and the discount notes will now receive accrued interest.

Before the latest amendment, if a majority of the principal amount of the 8½% notes were to be tendered and accepted, the springing subordinated notes would be subordinated in right of payment to all existing and future senior debt of LBI Media. The terms of the second-priority secured notes (now the PIK toggle notes instead of the springing subordinated notes) have been revised so that the notes will now be equal in right of payment to LBI Media's existing and future debt, regardless of the amount of old notes tendered.

As of 5 p.m. ET on Nov. 19, holders had tendered $60.5 million, or 26.4%, of the 8½% notes and $29.8 million, or 71.3%, of the discount notes not held by the company.

According to the press release, LBI has withdrawn its consent solicitation to amend the 8½% note indenture to eliminate certain 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 now end on Dec. 3.

The consent solicitation for the 9¼% notes has been amended to reflect the new terms of the exchange offers and to increase the interest rate on the notes to 10¼% regardless of the amount of 8½% notes tendered and accepted in the exchange offers.

As noted previously, the company is offering a cash payment equal to $5.00 per $1,000 principal amount of the notes.

As of 5 p.m. ET on Nov. 19, consents had been received for $212 million, or 96.4%, of the 9¼% 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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