Barrington announces execution of supplemental indenture
Wednesday, December 14, 2011
SCHAUMBURG, IL -- (Marketwire) -- 12/13/11 -- Barrington Broadcasting Group LLC (”Barrington”) announced Tuesday that, as of 5:00 p.m., New York City time, on December 13, 2011, approximately $50,890,000 in aggregate principal amount of its 10 1/2% Senior Subordinated Notes due 2014 (CUSIP No. 06851T AB 9) (the ”Notes”) (or approximately 92.63% of the outstanding Notes) had been tendered in connection with its previously announced tender offer and consent solicitation for all of the Notes (the ”Offer”).
Barrington also announced that it has executed a supplemental indenture effecting certain amendments to the indenture under which the Notes were issued (the ”Indenture”), which amendments, among other things, eliminate most of the restrictive covenants and amend certain other provisions contained in the Indenture, in each case, as such covenants and other provisions apply to the Notes (collectively, the ”Proposed Amendments”). The Proposed Amendments will not become operative unless and until all Notes that were validly tendered and not validly withdrawn at or prior to the Early Tender Deadline (as defined below) are accepted for purchase by Barrington.
In addition, pursuant to the terms of the Offer, as of 5:00 p.m., New York City time, on December 13, 2011, the (i) withdrawals of tendered Notes and revocation of related consents to the Proposed Amendments are no longer permitted and (ii) the early tender deadline expired, which was the date by which tenders of Notes and related consents to the Proposed Amendments had to be made in order to receive the early consent premium/consent payment of $30 per $1,000 principal amount of the Notes pursuant to the Offer (the ”Early Tender Deadline”).
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that the conditions to the Offer are satisfied or waived, payment for the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline is expected to occur on December 14, 2011.
The Offer will expire at 11:59 p.m., New York City time, on December 29, 2011, unless extended. The purchase price for Notes that are validly tendered after the Early Tender Deadline but at 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. Payment for the Notes validly tendered after the Early Tender Deadline but 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 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.
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
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