Barrington Broadcasting announces tender offer
Thursday, December 1, 2011
SCHAUMBURG, IL -- (Marketwire) -- Barrington Broadcasting Group LLC (”Barrington”) announced Wednesday the commencement of a cash tender offer for all of its outstanding 10 1/2% Senior Subordinated Notes due 2014 (the ”Notes”) (CUSIP No. 06851T AB 9).
In conjunction with the tender offer, Barrington is soliciting consents from holders of the Notes to effect certain proposed amendments to the indenture governing the Notes. The tender offer and consent solicitation (the ”Offer”) are being made pursuant to an Offer to Purchase and Consent Solicitation Statement and a related Consent and Letter of Transmittal, each dated as of November 30, 2011. The Offer will expire at 11:59 p.m., New York City time, on December 29, 2011, unless extended (the ”Expiration Date”).
Holders who validly tender their Notes and provide their consents to the proposed amendments to the indenture governing the Notes prior to the early tender deadline of 5:00 p.m., New York City time, on December 13, 2011, unless extended (the ”Early Tender Deadline”), shall receive total consideration equal to $1,030 per $1,000 principal amount of the Notes, which includes an early tender premium/consent payment of $30 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the applicable payment date.
The purchase price for Notes that are validly tendered after the Early Tender Deadline but on or prior to the Expiration Date will be equal to $1,000 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the applicable payment date. Holders of Notes tendered after the Early Tender Deadline will not receive the early tender premium/consent payment.
Upon receipt of the consent of the holders of a majority in aggregate principal amount of the outstanding Notes, Barrington will execute a supplemental indenture effecting the proposed amendments to the indenture governing the notes. Except in certain circumstances, Notes tendered and consents delivered may not be withdrawn or revoked after execution of the supplemental indenture.
Among other things, the proposed amendments to the indenture governing the Notes would eliminate most of the indenture’s restrictive covenants and would amend certain other provisions contained in the indenture, in each case, as such covenants and other provisions apply to the Notes. Holders who tender their Notes will be required to consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their Notes in the Offer.
The Offer is being made in connection with a proposed refinancing of indebtedness of, or guaranteed by, Barrington as follows (collectively, the ”Financing Transactions): (i) Barrington entering into a new $195 million senior secured Barrington credit facility, (ii) SagamoreHill of Carolina, LLC and SagamoreHill of Carolina Licenses, LLC (collectively, ”SagamoreHill”), which owns station WWMB and the Federal Communications Commission (”FCC”) license associated therewith, a station Barrington programs, entering into a new approximate $2.3 million senior secured SagamoreHill credit facility, which will be guaranteed on a senior secured basis by Barrington; (iii) Tucker Broadcasting of Traverse City, Inc. (”Tucker”), which owns stations WGTU and WGTQ and the FCC licenses associated therewith, which are stations that Barrington programs, entering into a new approximate $6.8 million senior secured Tucker credit facility, which will be guaranteed on a senior secured basis by Barrington; and (iv) Barrington, SagamoreHill and Tucker repaying all outstanding obligations under their existing credit facilities and terminating each such facility.
The Offer is subject to several conditions, including, among other things: the completion of the Financing Transactions and receipt of the requisite consents and execution of the supplemental indenture. Barrington may amend, extend or terminate the Offer in its sole discretion.
Any Notes purchased pursuant to the Offer will be cancelled, and those Notes will cease to be outstanding. Assuming that the conditions to the Offer are satisfied or waived, payment for the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline is expected to be during the week of December 19, 2011. Payment for the Notes validly tendered and not validly withdrawn at or prior to the Expiration Date will occur promptly after the Expiration Date.
Barrington expects to redeem any and all Notes that remain outstanding following consummation of the Offer.
This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Offer is being made pursuant to the Offer to Purchase and Consent Solicitation Statement and related materials, copies of which will be delivered to all noteholders. Persons with questions regarding the Offer should contact the Dealer Managers and Solicitation Agents, Banc of America Securities LLC, at (888) 292-0070 (toll-free) or (646) 855-3401 (collect), or the Information Agent, D.F. King & Co., Inc., at (212) 269-5550 for banks and brokers and all other calls at toll-free: (800) 488-8095.
Barrington was formed in 2003 to acquire and operate television stations in smaller markets across the United States. Barrington currently owns, operates, or supports the operations of twenty four network affiliated television stations. Barrington is owned and controlled by Pilot Group, with management as its partner. Pilot Group is a non-traditional private investment firm founded in 2003 by a group of operating executives who actively help its management partners achieve their goals.
Forward Looking Statements
The statements in this press release that are not historical facts are forward-looking statements that are subject to material risks and uncertainties. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results or developments may differ materially from those in the forward-looking statements as a result of various factors. Such factors include those risks described from time to time in Barrington’s quarterly reports and annual reports which are furnished pursuant to the Indenture dated as of November 11, 2006, by and among Barrington, Barrington Broadcasting Capital Corporation, the guarantors named therein and U.S. Bank National Association, as trustee, as amended, and which are posted on Barrington’s website. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. Barrington does not undertake to update any forward-looking statements in this press release or with respect to matters described herein.
For further information, contact: Warren Spector Chief Financial Officer Barrington Broadcasting Group LLC Barrington Broadcasting Capital Corporation Tel 847 884 1877.