MediaNews Group gets consents in 8¾% notes tender

New York, Nov. 20- MediaNews Group Inc. said that it had received the necessary consents to amend the indenture of its 8¾% series B senior subordinated notes due 2009 under its previously announced tender offer and consent solicitation for the notes. The consent solicitation expired as scheduled at 5 p.m. ET on Nov. 19, without extension. The tender offer expires on Dec. 3.

The company said the proposed amendments will become effective when payment is made for notes tendered by the consent deadline, which is expected to be on or about Nov. 25, subject to satisfaction of certain conditions.

As previously announced, Media News Group, a Denver-based newspaper ownership group and corporate successor to Garden State Newspapers Inc, said on Nov. 5 that it had begun a cash tender offer for all of its $300 million of outstanding 8 ¾% notes, and was also soliciting noteholder consents to proposed indenture changes.

It set 5 p.m. ET on Nov. 19 as the now-expired consent deadline and midnight ET on Dec. 3 as the expiration date, with both deadlines subject to possible extension.

MediaNews Group said that holders tendering their notes would be required to consent to the proposed indenture amendments, which would eliminate substantially all of the indenture's restrictive covenants. Adoption of the amendments would require the consent of holders of at least a majority of the principal amount of the notes. Holders could not tender their notes without also delivering consents or deliver consents without also tendering their notes.

The company said that holders validly tendering their notes (and thus consenting to the proposed amendments) by the consent deadline would receive $1,031.67 per $1,000 principal amount, which would include a $30 per $1,000 consent payment as well as the $1,001.67 per $1,000 tender price. Holders tendering their notes after the consent deadline but before the expiration would receive the tender price of $1,001.67 per $1,000 principal amount but not the consent payment. All validly tendering holders would also receive accrued and unpaid interest up to, but not including, the applicable date of payment for the notes.

Imax said the tender offer would be subject to the satisfaction of certain conditions, including approval by the noteholders of the proposed indenture amendments, the company's receipt of tenders of a majority of the outstanding notes, and completion of a debt financing on terms acceptable to MediaNews Group in an amount sufficient to consummate the offer (high yield syndicate sources said that the company sold $300 million new 6 7/8% senior subordinated notes due 2013 on Nov. 20).

Banc of America Securities LLC (contact High Yield Special Products at 888 292-0070 or collect at 704 388-4813) and Deutsche Bank Securities Inc. (call High Yield Capital Markets collect at 212 250-5655) are dealer managers and solicitation agents. The information agent is D.F. King & Co., Inc. (800 431-9633 or collect at 212 269-5550).

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