Barrington Broadcasting amends tender offer
Thursday, December 8, 2011
SCHAUMBURG, IL -- (Marketwire) -- 12/07/11 -- Barrington Broadcasting Group LLC (”Barrington”) announced Wenesday that it has amended its previously announced cash tender offer for all of its outstanding 10 1/2% Senior Subordinated Notes due 2014 (the ”Notes”) (CUSIP No. 06851T AB 9) and related consent solicitation with respect to certain proposed amendments to the indenture (the ”Indenture”) governing the Notes (the ”Proposed Amendments’).
The tender offer and consent solicitation (the ”Offer”) were made pursuant to an Offer to Purchase and Consent Solicitation Statement (”the Offer to Purchase”) and a related Consent and Letter of Transmittal, each dated as of November 30, 2011.
Pursuant to the Indenture and the terms of the Offer, Barrington must receive consents from holders of at least a majority in aggregate principal amount of outstanding Notes to amend and supplement the Indenture to give effect to the Proposed Amendments (the ”Required Consents”). Promptly following the receipt of the Required Consents, a supplemental indenture to the Indenture would be executed (the ”Second Supplemental Indenture”) to give effect to the Proposed Amendments. However, the terms of the Offer currently provide that the Proposed Amendments would not become operative unless and until validly tendered Notes are purchased pursuant to the Offer.
The Offer and the Offer to Purchase are hereby amended to provide that, and the Second Supplemental Indenture will provide that, the Proposed Amendments will not become operative unless and until all Notes that were validly tendered and not validly withdrawn prior to the Early Tender Deadline (as defined in the Offer to Purchase) are accepted for purchase by Barrington.
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 related materials, copies of which will be delivered to all noteholders. Persons with questions regarding the Offer should contact the Dealer Manager and Solicitation Agent, BofA Merrill Lynch, 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.
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 Fax 847 755 3045