ATLANTA, Oct. 15, 2024 (GLOBE NEWSWIRE) -- CMG Media Corporation (d/b/a Cox Media Group) ("CMG" or the "Company") today announced that it has commenced an 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").
The Exchange Offer is being made to eligible holders upon the terms and conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement (the "Confidential Offering Memorandum") dated October 15, 2024. The Exchange Offer and Consent Solicitation (as defined herein) will expire at 5:00 p.m., New York City time, on November 13, 2024, unless extended or earlier terminated (such time and date, as the same may be extended, the "Expiration Time"). Tendered Old Notes may be validly withdrawn and Consents may be revoked prior to 5:00 p.m., New York City time, on October 29, 2024, but not thereafter, subject to limited exceptions, unless such time is extended by the Company at its sole discretion (such time and date, as the same may be extended, the "Withdrawal Deadline").
Holders who validly tender Old Notes by 5:00 p.m., New York City time, on October 29, 2024, unless extended (such time and date, as the same may be extended, the "Early Tender Time"), will be eligible to receive the Total Consideration described below, including the Early Tender Premium as described below. Holders who validly tender Old Notes after the Early Tender Time and at or prior to the Expiration Time will be eligible to receive the Late Consideration described below.
Holders that validly tender and do not validly withdraw their Old Notes at or prior to the Early Tender Time will be eligible to receive $1,000 principal amount of New Notes for each $1,000 principal amount of Old Notes tendered (the "Total Consideration"). Holders must validly tender and not validly withdraw their Old Notes at or prior to the Early Tender Time in order to be eligible to receive an early tender premium of $15 in principal amount of New Notes per $1,000 principal amount of Old Notes tendered (the "Early Tender Premium"), which is included in the Total Consideration. Holders that validly tender and do not validly withdraw their Old Notes after the Early Tender Time and at or prior to the Expiration Time will not be eligible to receive the Early Tender Premium and will only be eligible to receive $985 principal amount of New Notes for each $1,000 principal amount of Old Notes tendered (the "Late Consideration").
Subject to the terms and conditions described in the Confidential Offering Memorandum, the issuance of the Total Consideration will occur as soon as practicable after the Early Tender Time (the "Initial Settlement Date") and the issuance of the Late Consideration will occur as soon as practicable after the Expiration Time (the "Final Settlement Date" and, together with the Initial Settlement Date, the "Settlement Dates"). There will not be an Initial Settlement Date if the Requisite Consents have not been obtained on or prior to the Early Tender Time.
Holders of the Old Notes that are accepted for exchange pursuant to the Exchange Offer will not receive a cash payment for accrued and unpaid interest on such Old Notes. Such accrued and unpaid interest will instead be carried over to the New Notes, which will accrue interest from June 15, 2024 (the last interest payment date for the Old Notes). Holders of Old Notes that are not exchanged will continue to accrue interest on their Old Notes, which will be payable on the applicable interest payment dates. The New Notes will mature on June 18, 2029.
The New Notes will be guaranteed by the same subsidiaries of the Company that guarantee the Old ...
