Attached files
file | filename |
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8-K - FORM 8-K - MORRIS PUBLISHING FINANCE CO | c55104e8vk.htm |
EX-3.1 - EX-3.1 - MORRIS PUBLISHING FINANCE CO | c55104exv3w1.htm |
EX-3.2 - EX-3.2 - MORRIS PUBLISHING FINANCE CO | c55104exv3w2.htm |
EX-3.3 - EX-3.3 - MORRIS PUBLISHING FINANCE CO | c55104exv3w3.htm |
EX-99.2 - EX-99.2 - MORRIS PUBLISHING FINANCE CO | c55104exv99w2.htm |
Exhibit 99.1
MORRIS PUBLISHING COMMENCES RESTRUCTURING PLAN; LAUNCHES EXCHANGE OFFER AND SOLICITS VOTES FOR VOLUNTARY PREPACKAGED PLAN OF REORGANIZATION
AUGUSTA, GA DECEMBER 14, 2009 Morris Publishing Group, LLC (the Company) announced that it has
commenced today a restructuring plan by launching an offer to exchange $100 million of new second
lien secured notes due in 2014 (the New Notes) to be issued by the Company and its co-issuer
Morris Publishing Finance Co. for all of the $278,478,000 of outstanding 7% Senior Subordinated
Notes due 2013 (the Existing Notes), plus accrued and unpaid interest on the Existing Notes. The
closing of the exchange offer is conditioned upon, among other things, at least 99% of the
aggregate principal amount of Existing Notes being tendered and not withdrawn (the Minimum Tender
Condition).
The exchange offer is an out-of-court method of restructuring the Companys indebtedness to address
imminent debt repayment obligations. If the exchange offer is unsuccessful, as a result of a
failure to satisfy the Minimum Tender Condition or otherwise, the Company would be unable to repay
its current indebtedness from cash on hand or other assets. Therefore, the Company is
simultaneously soliciting holders of the Existing Notes to approve a prepackaged plan of
reorganization as an alternative to the exchange offer. If the restructuring is accomplished
through the prepackaged plan of reorganization, 100% of the Existing Notes, plus all accrued and
unpaid interest, will be cancelled, and holders will receive their pro rata share of New Notes.
Pursuant to the terms of a restructuring support agreement with the Company, holders of
approximately 75%, or $209 million, of the aggregate principal amount of Existing Notes have agreed
to tender their Existing Notes in the exchange offer and vote to accept the prepackaged plan of
reorganization.
The Exchange Offer
Through the exchange offer, all holders of Existing Notes may surrender their Existing Notes,
including their right to accrued and unpaid interest on the Existing Notes, in exchange for their
pro rata share of New Notes. The New Notes will bear interest of at least 10%, but could bear
interest up to approximately 15%, some of which may be paid-in-kind (PIK) until the Company repays
its remaining senior debt.
The exchange offer is set to expire at 11:59 p.m., New York City time, on January 12, 2010.
Tendered Existing Notes may be validly withdrawn at any time prior to the expiration time.
The Prepackaged Plan of Reorganization
If the Minimum Tender Condition is not satisfied, and if a sufficient number and amount of holders
of Existing Notes vote to accept the prepackaged plan of reorganization, then the Company will
pursue an in-court restructuring. If confirmed, the prepackaged plan of reorganization would have
principally the same effect as if 100% of the holders of Existing Notes had tendered their notes in
the exchange offer. To confirm the prepackaged plan of reorganization, holders of Existing Notes
representing at least 2/3 in principal amount and more than 1/2 in number of those who vote must
vote to accept the plan.
The Retired Senior Debt
As part of the restructuring, whether accomplished through the out-of-court exchange offer or
through the in-court prepackaged plan of reorganization, approximately $110 million of the
Companys $136.5 million of existing senior debt will be repaid or satisfied by the settlement of
inter-company debt by a Company affiliate and as an increase in the equity through a contribution
to capital by the Companys parent.
For Additional Information
The information agent for the exchange offer is Ipreo Holdings LLC. Wilmington Trust Company is
serving as exchange agent for the exchange offer and Kurtzman Carson Consultants LLC is serving as
tabulation agent for the solicitation of the pre-packaged bankruptcy plan.
Holders of Existing Notes with questions regarding the tender and exchange process should contact
the information agent at (877) 746-3583 (toll free) or (201) 499-3500. Holders of Existing Notes
with questions regarding voting on the pre-packaged bankruptcy plan should contact the tabulation
agent at (917) 639-4278.
Lazard Freres & Co. LLC is acting as the financial advisor to the Company for purposes of the
restructuring. Hull Barrett, PC and Neal, Gerber & Eisenberg LLP are legal counsel in connection
with the restructuring.
Morris Publishing
Morris Publishing Group, LLC is a privately held media company based in Augusta, Georgia. Morris
Publishing currently owns and operates 13 daily newspapers as well as nondaily newspapers, city
magazines and free community publications in the Southeast, Midwest, Southwest and Alaska. For more
information, visit Morris Publishings Web site, morrisrestructures.com.
Forward-Looking Statement
This press release contains forward-looking statements within the meaning of applicable federal
securities laws that are based upon our current expectations and assumptions concerning future
events, which are subject to a number of risks and uncertainties that could cause actual results to
differ materially from those anticipated. The words expect, anticipate, estimate, forecast,
initiative, objective, plan, goal, project, outlook, priorities, target, intend,
evaluate, pursue, commence, seek, may, would, could, should, believe,
potential, continue, or the negative of any of those words or similar expressions is intended
to identify forward-looking statements. All statements contained in this press release, other than
statements of historical fact, including without limitation, statements about our plans,
strategies, prospects and expectations regarding future events and our financial performance, are
forward-looking statements that involve certain risks and uncertainties. While these statements
represent our current judgment on what the future may hold, and while we believe these judgments
are reasonable, these statements are not guarantees of any events or financial results, and our
actual results may differ materially. Important factors that could cause our actual results to be
materially different from our expectations include, among others, the Company may need to seek
protection under the United States Bankruptcy Code, even if the exchange offer is consummated, and
the risk that the Company will be otherwise unsuccessful in its efforts to effectuate a
comprehensive restructuring of business. Accordingly, you should not place undue reliance on the
forward-looking statements contained in this press release. These forward-looking statements speak
only as of the date on which the statements were made. The Company undertakes no obligation to
update publicly or otherwise revise any forward-looking statements, except where expressly required
by law.
Media Contact:
Sandra Sternberg
310-788-2850 or
Dave Satterfield
408-802-6767
Sandra Sternberg
310-788-2850 or
Dave Satterfield
408-802-6767
Financial Contact:
Steve K. Stone
Senior Vice President, Chief Financial Officer
Morris Publishing Group
706-828-4376
Steve K. Stone
Senior Vice President, Chief Financial Officer
Morris Publishing Group
706-828-4376