Cox Media Group Announces Early Tender Results and Amendment of the Exchange Offer and Consent Solicitation for its 8.875% Senior Notes due 2027
ATLANTA, Oct. 30, 2024 (GLOBE NEWSWIRE) -- CMG Media Corporation (d/b/a Cox Media Group) (“CMG” or the “Company”) today announced the early tender results of its previously announced offer to exchange any and all of its outstanding 8.875% Senior Notes due 2027 (the “Old Notes”) for new 8.875% Second-Priority Senior Secured Notes due 2029 (the “New Notes”) to be issued by the Company (the “Exchange Offer”), subject to the terms and conditions of the Confidential Offering Memorandum and Consent Solicitation Statement dated October 15, 2024 (as supplemented or otherwise modified from time to time, the “Confidential Offering Memorandum”).
As of 5:00 p.m., New York City time, on October 29, 2024 (the “Early Tender Time”), the Company received from eligible holders valid and unwithdrawn tenders and related consents, as reported by Epiq Corporate Restructuring, LLC, the transaction agent, representing $573,931,000 in aggregate principal amount of Old Notes (or approximately 94.76% of the outstanding Old Notes, excluding Old Notes held by the Company or its affiliates). The Company has elected to waive the condition to the Exchange Offer requiring the valid tender (without valid withdrawal) of at least 95% in aggregate principal amount of the outstanding Old Notes (excluding Old Notes held by the Company or any of its affiliates), which is referred to as the “Minimum Tender Condition.” As a result, the Company expects to settle the Exchange Offer with respect to Old Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time on or about November 1, 2024 (the “Initial Settlement Date”).
In addition, as of the Early Tender Time, the Company received consents in the concurrent consent solicitation (the “Consent Solicitation”) from holders of Old Notes representing at least a majority of the outstanding principal amount of Old Notes (excluding Old Notes held by the Company or its affiliates) to adopt the proposed amendments (the “Proposed Amendments”) to the indenture governing the Old Notes (the “Old Notes Indenture”) to eliminate substantially all of the covenants contained in the Old Notes Indenture and the Old Notes, eliminate certain events of default, modify the covenant regarding mergers and consolidations and modify or eliminate certain other provisions, including certain provisions relating to future guarantors, contained in the Old Notes Indenture and the Old Notes. As a result, the Company entered into a supplemental indenture (the “Supplemental Indenture”) to give effect to the Proposed Amendments, which became effective upon the execution of the Supplemental Indenture. The Supplemental Indenture provides that the Proposed Amendments will not become operative unless and until Old Notes constituting the requisite consents are accepted for exchange by the Company pursuant to the Exchange Offer and the New Notes are issued in exchange for such Old Notes on the applicable settlement date. The Proposed Amendments are expected to become operative on the Initial Settlement Date.
Holders that validly tendered and did not validly withdraw their Old Notes at or prior to the Early Tender Time will receive $1,000 principal amount of New Notes for each $1,000 principal amount of Old Notes tendered.
As of 5:00 p.m., New York City time, on October 29, 2024, the right to withdraw tenders of Old Notes and related consents expired. Accordingly, Old Notes tendered for exchange may not be validly withdrawn and consents may no longer be revoked, unless required by applicable law, or the Company determines in the future and in its sole discretion to permit withdrawal and revocation rights.
The Company also announced that it has amended the terms of the Exchange Offer applicable to holders who validly tender their Old Notes after the Early Tender Time. As a result, holders who validly tender and do not validly withdraw their Old Notes after the Early Tender Time and at or prior to the Expiration Time will now be eligible to receive $1,000 principal amount of New Notes for each $1,000 principal amount of Old Notes tendered (the “Late Consideration”). Except with respect to the change to the Late Consideration, all terms of the Exchange Offer set forth in the Confidential Offering Memorandum remain unchanged.
The Exchange Offer and the Consent Solicitation will expire at 5:00 p.m., New York City time, on November 13, 2024, unless extended or earlier terminated (the “Expiration Time”). Subject to the satisfaction or waiver of the respective conditions, the Exchange Offer for any Old Notes validly tendered and not validly withdrawn after the Early Tender Time and at or prior to the Expiration Time is expected to settle on the third business day following the Expiration Time.
Consummation of the Exchange Offer is subject to the satisfaction or waiver by the Company in its sole discretion of a number of conditions as described in the Confidential Offering Memorandum. The Company reserves the right, subject to applicable law, (i) to waive any and all of the conditions to the Exchange Offer or the Consent Solicitation and (ii) to amend the terms of the Exchange Offer or the Consent Solicitation, in each case, prior to the Expiration Time.
Available Documents and Other Details
The Exchange Offer is being made, and the New Notes are being offered and issued, only to eligible holders of Old Notes who complete and return an eligibility form confirming that they are either (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)), (ii) an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3), (7), (9) or (12) of Regulation D under the Securities Act), or (iii) not a “U.S. person” (as defined in Regulation S under the Securities Act). Non-U.S. persons may be subject to additional eligibility criteria. Noteholders who desire to complete an eligibility form should either follow the link for this purpose at https://epiqworkflow.com/cases/CMGEL or request instructions by sending an e-mail to registration@epiqglobal.com and referencing “CMG Media” in the subject line.
The Old Notes have not been, and the New Notes will not be, registered under the Securities Act or any other applicable securities laws and, unless so registered, the New Notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof.
The complete terms and conditions of the Exchange Offer and Consent Solicitation are set forth in the Confidential Offering Memorandum. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the New Notes. The Exchange Offer is only being made pursuant to the Confidential Offering Memorandum. The Exchange Offer is not being made to holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release, including statements regarding the Exchange Offer and Consent Solicitation and the Company’s ability to consummate the transactions within the time period expected, or at all, may be considered “forward-looking statements” and are subject to various risks, uncertainties and assumptions. Statements that are not historical in nature, and which may be identified by the use of words such as “may,” “should,” “could,” “believe,” “predict,” “potential,” “continue,” “plan,” “intend,” “expect,” “anticipate,” “future,” “project,” “estimate” and similar expressions (or the negative of such expressions), are forward-looking statements.
Forward-looking statements are made based on our current expectations and beliefs concerning future events and, therefore, involve a number of assumptions, risks and uncertainties, including those described under “Risk Factors” in our Annual Report for the year ended December 31, 2023. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ from those anticipated, estimated or expected.
In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this press release may not, in fact, occur. The forward-looking statements made in this press release relate only to events as of the date on which the statements were made. Except as may be required by law, we undertake no obligation to update our forward-looking statements to reflect events and circumstances after the date on which the statements were made or to reflect the occurrence of unanticipated events.
About Cox Media Group
CMG Media Corporation (d/b/a Cox Media Group) is an industry-leading media company with unparalleled brands, award-winning content and exceptional team members. CMG provides valuable local and national journalism and entertainment content to the people and communities it serves. The company's businesses encompass 14 high-quality, market-leading television brands in 9 markets; 50 top-performing radio stations delivering multiple genres of content in 10 markets; a Washington, DC news bureau; and numerous streaming and digital platforms. CMG's TV portfolio includes multiple primary affiliates of ABC, CBS, FOX, NBC, Telemundo and MyNetworkTV, as well as several valuable news and independent stations. For more information about CMG, visit www.coxmediagroup.com.
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