SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of
Date of Report (Date of earliest event reported): November 19, 2012
LBI MEDIA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
|(Commission File Number)
||(IRS Employer Identification No.)|
|1845 West Empire Avenue Burbank, California
|(Address of principal executive offices)
Registrants telephone number, including area code: (818) 563-5722
(Former name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2 (b))
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
Item 1.01 Entry into a Material Definitive Agreement.
As previously announced, LBI Media, Inc. (Media), LBI Media Holdings, Inc. (Holdings) and Liberman
Broadcasting, Inc. (Parent and together with Media and Holdings, the Companies) amended certain terms of their previously announced private exchange offers (the Exchange Offers) with respect
to Medias 8 1/2% senior subordinated notes due 2017 (the Old Senior Subordinated Notes) and Holdings 11% senior discount notes due 2013 (the Discount Notes, and together with
the Old Senior Subordinated Notes, the Old Notes) and solicitation of consents with respect to the Discount Notes (the Discount Notes Consent Solicitation), and extended the expiration date for the Exchange
Offers and solicitation of Discount Notes Consents to midnight, New York City time, on December 3, 2012. Concurrently with the Exchange Offers and as previously announced, Media is also soliciting consents from holders of Medias 9 1/4% Senior Secured Notes due 2019 (the First Priority Senior Secured Notes) to certain amendments to the indenture governing the First Priority Senior Secured Notes (the First
Priority Senior Secured Notes Consent Solicitation, and together with the Discount Notes Consent Solicitation, the Consent Solicitations), which is also set to expire on December 3, 2012.
The Exchange Offers for the Old Notes and the Consent Solicitations with respect to the Discount Notes and First Priority Senior Secured
Notes are conditioned on obtaining the consent of the lenders of a majority of the loans, commitments and letters of credit exposure under Medias Amended and Restated Credit Agreement, dated as of March 18, 2011, by and among Media, the
guarantors party thereto, the lenders party thereto, Credit Suisse Securities (USA) LLC, as lead arranger, Credit Suisse AG, Cayman Islands Branch, as collateral trustee, and Credit Suisse AG, Cayman Islands Branch, as administrative agent (the
Credit Agreement) to certain amendments to the Credit Agreement. The Company has received the consent of the lenders of a majority of the loans, commitments and letters of credit exposure under the Credit Agreement to certain
amendments to the Credit Agreement, including amendments to permit the Exchange Offers. The amendments will only become effective if the Exchange Offers are consummated. Such amendments will include, among other things, modifications to the
covenants to permit the Exchange Offers. The amendments will also make certain changes to the covenant package and events of default which conform to the modifications that will be made to the indenture governing the First Priority Senior Secured
Notes as part of the First Priority Senior Secured Notes Consent Solicitation, such as adding certain real property collateral as security for the Credit Agreement, modifying provisions related to Medias subsidiary, Empire Burbank, LLC, and
modifying the debt, lien, investment and restricted payment negative covenants. Additional changes to the Credit Agreement will also be effectuated by the amendments including a reduction in the required revolving facility leverage ratio from 3.50:
1.00 to 3.00 to 1.00, reductions in debt, lien, investment, asset sale and restricted payment baskets the addition of certain restrictions related to permitted acquisitions and certain modifications to the events of default.
The foregoing description of the amendment to the Credit Agreement is qualified by reference to the full text of amendment to the Credit
Agreement, which is attached as Exhibit 10.1 to this Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
||Consent Agreement and First Amendment to Amended and Restated Credit Agreement, dated as of November 19, 2012, among LBI Media, Inc., as borrower, the guarantors
party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and as collateral trustee |
Pursuant to the requirements of the Securities Exchange Act of 1934, LBI Media Holdings, Inc. has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, in the
City of Burbank, State of California, on November 26, 2012.
|LBI MEDIA HOLDINGS, INC.|
||/s/ Blima Tuller|
||Chief Financial Officer|