Quantcast

Allbritton Communications Company Announces Tender Offer For Any And All Of Its Outstanding 8% Senior Notes Due May 15, 2018 - WCAX.COM Local Vermont News, Weather and Sports-

Allbritton Communications Company Announces Tender Offer For Any And All Of Its Outstanding 8% Senior Notes Due May 15, 2018

Information contained on this page is provided by an independent third-party content provider. WorldNow and this Station make no warranties or representations in connection therewith. If you have any questions or comments about this page please contact pressreleases@worldnow.com.

SOURCE Allbritton Communications Company

ARLINGTON, Va., June 13, 2014 /PRNewswire/ -- Allbritton Communications Company ("ACC") announced today that it has commenced a tender offer (the "Tender Offer") for any and all of its outstanding 8% Senior Notes due May 15, 2018 (the "Notes").

The Tender Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase dated June 13, 2014 (the "Offer to Purchase"), and the related Letter of Transmittal ("Letter of Transmittal"). Upon the terms and subject to the conditions described in the Offer to Purchase and Letter of Transmittal, ACC is offering to purchase for cash any and all of the Notes.

As set forth in the table below, subject to the terms and conditions of the Tender Offer, holders of the Notes (each, a "Holder") must validly tender and not properly withdraw their Notes at or before 5:00 p.m., New York City time, on June 26, 2014, unless such date and time are extended or the Tender Offer is earlier terminated by ACC in its sole discretion (such time and date, as may be extended or earlier terminated, the "Early Tender Date") to receive an early tender premium of $10.00 for each $1,000 in principal amount of the Notes (the "Early Tender Premium") plus $1,036.67 for each $1,000 in principal amount of Notes (the "Tender Offer Consideration") for a total consideration of $1,046.67 for each $1,000 in principal amount of Notes (the "Total Consideration"). Holders validly tendering their Notes after the Early Tender Date and at or before the Expiration Date (as defined below) will be eligible to receive only the Tender Offer Consideration.

Except as required by applicable law, Notes validly tendered on or prior to the Early Tender Date may be validly withdrawn at any time on or before the Early Tender Date, unless extended. Except as required by applicable law, Notes validly tendered after the Early Tender Date may be validly withdrawn at any time on or prior to 12:00 midnight, New York City time, on July 11, 2014, unless such date and time are extended or the Tender Offer is earlier terminated by ACC in its sole discretion. The Tender Offer will expire at 12:00 midnight, New York City time, on July 11, 2014, unless such date and time are extended or the Tender Offer is earlier terminated by ACC in its sole discretion (such time and date, as may be extended or earlier terminated, the "Expiration Date").

Title of Security

CUSIP/ISIN
Number

Aggregate
Principal
Amount
Outstanding

Early Tender
Premium(1)

Tender Offer
Consideration(2)

Total
Consideration

8% Senior Notes due May 15, 2018

016745AL5 and
016745AK7

$455,000,000

$10.00

$1,036.67

$1,046.67

(1) Per $1,000 principal amount of Notes tendered at or before the Early Tender Date.
(2) Per $1,000 principal amount of Notes and excluding accrued and unpaid interest on the Notes, which will be paid in addition to the Total Consideration or Tender Offer Consideration, as applicable.

ACC anticipates that it will accept for purchase and pay for all Notes, whether tendered prior to or after the Early Tender Date and at or before the Expiration Date, promptly following the Expiration Date.  In addition to the Total Consideration or Tender Offer Consideration, as applicable, holders of Notes accepted for payment will receive accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the settlement date.

The principal purpose of the Tender Offer is to acquire any and all of the outstanding Notes.  The Tender Offer is being conducted in conjunction with the previously announced transaction (the "Acquisition") whereby Sinclair Broadcast Group ("Sinclair") will acquire the stock of ACC's parent company, Perpetual Corporation.  ACC expects that Sinclair will fund the payments required under the Tender Offer as part of the Acquisition. The purchase of the Notes pursuant to the Tender Offer is subject to the satisfaction of a number of conditions, including the consummation of the Acquisition, as set forth in the Offer to Purchase.

ACC has engaged Deutsche Bank Securities Inc. ("Deutsche Bank Securities") as the Dealer Manager for the Tender Offer. Persons with questions regarding the Tender Offer should contact Deutsche Bank Securities at (855) 287-1922 (Toll-Free) or (212) 250-7527 (Collect).

The complete terms and conditions of the Tender Offer are described in the Offer to Purchase and related Letter of Transmittal, copies of which may be obtained from D.F. King & Co., Inc. ("D.F. King"), the Information Agent and Tender Agent for the Tender Offer, by contacting D.F. King at (800) 967-4604 (Toll-Free) or (212) 269-5550 (Collect).

This press release is not an offer to sell any securities and it is not soliciting an offer to buy any securities. ACC has neither obtained any commitments to purchase, nor entered into any agreements, to sell any securities. ACC cannot assure you that the satisfaction of the conditions to the purchase of the Notes set forth in the Offer to Purchase, including the consummation of the Acquisition, will be satisfied.

About ACC

ACC is an Arlington, Virginia-based communications company that owns and operates through subsidiaries and affiliates, seven ABC Network stations serving approximately 5% of total U.S. viewers.  Also included is the 24-hour, local news service in Washington-Virginia-Maryland, NewsChannel 8.  Owned by the Allbritton family since 1976, ACC has been in the forefront of industry change including cable news, digital conversion and multiplatform programming.

Forward-Looking Statements

Certain statements contained in this news release constitute "forward-looking statements." These forward-looking statements represent ACC's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of ACC's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, ACC does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time and it is not possible for management to predict all such factors.

CONTACT: Stephen P. Gibson, 703-647-8700

©2012 PR Newswire. All Rights Reserved.

  • Local NewsMore>>

  • Bike racers wrap up weekend events

    Bike racers wrap up weekend events

    Monday, September 1 2014 9:59 PM EDT2014-09-02 01:59:03 GMT
    The Green Mountain Stage Race took to the streets of Burlington Monday.
    The Green Mountain Stage Race took to the streets of Burlington Monday.
  • 2 charged with skid-steer joyride on I-89

    2 charged with skid-steer joyride on I-89

    Monday, September 1 2014 7:52 PM EDT2014-09-01 23:52:13 GMT
    The theft of some construction vehicles caused chaos on the Interstate this weekend.
    The theft of some construction vehicles caused chaos on the Interstate this weekend.
  • Allergy sufferers brave ragweed season

    Allergy sufferers brave ragweed season

    Monday, September 1 2014 7:08 PM EDT2014-09-01 23:08:26 GMT
    If you're sneezing, your nose is running and you're eyes are itchy once again this year -- you're not alone. Fall pollen counts are peaking in our region and proving tough for allergy sufferers looking to enjoy the outdoors.Despite a spate of heat and humidity, the signs of fall are undeniable. Cooler temperatures and color are on the way. And even though many think of spring as "allergy season" due to tree pollens, this time of year can be particularly tough for allergy sufferers, too -- bec...
    If you're sneezing, your nose is running and you're eyes are itchy once again this year -- you're not alone. Fall pollen counts are peaking in our region and proving tough for allergy sufferers looking to enjoy the outdoors.Despite a spate of heat and humidity, the signs of fall are undeniable. Cooler temperatures and color are on the way. And even though many think of spring as "allergy season" due to tree pollens, this time of year can be particularly tough for allergy sufferers, too -- bec...
  • Holiday drivers find lower prices at the pump

    Holiday drivers find lower prices at the pump

    Monday, September 1 2014 6:59 PM EDT2014-09-01 22:59:21 GMT
    Drivers this holiday weekend found lower gas prices at the pump.
    Drivers this holiday weekend found lower gas prices at the pump.
  • Sanders addresses Labor Day rally

    Sanders addresses Labor Day rally

    Monday, September 1 2014 6:51 PM EDT2014-09-01 22:51:52 GMT
    Community members gathered in Burlington's Battery Park Monday to celebrate Labor Day -- and hear from Senator Bernie Sanders.Union leaders addressed the importance of employees supporting one another. They also thanked the community for supporting Vermont's unions. Senator Sanders says the holiday is for working people to not only celebrate their gains, but to also address issues facing the working class."There's a lot of work in front of us if we're going to make sure that our kids and our ...
    Community members gathered in Burlington's Battery Park Monday to celebrate Labor Day -- and hear from Senator Bernie Sanders.Union leaders addressed the importance of employees supporting one another. They also thanked the community for supporting Vermont's unions. Senator Sanders says the holiday is for working people to not only celebrate their gains, but to also address issues facing the working class."There's a lot of work in front of us if we're going to make sure that our kids and our ...
  • Authorities seize animals from Santa's Land

    Authorities seize animals from Santa's Land

    Monday, September 1 2014 4:32 PM EDT2014-09-01 20:32:03 GMT
    The Windham County Sheriffs Department says it seized multiple animals from the theme park this weekend.
    The Windham County Sheriffs Department says it seized multiple animals from the theme park this weekend.
  • Body discovered in Massena

    Body discovered in Massena

    Monday, September 1 2014 4:02 PM EDT2014-09-01 20:02:43 GMT
    New York State Police are investigating an unidentified body found in Massena.
    New York State Police are investigating an unidentified body found in Massena.
  • Community remembers O'Hagan's presence at Sheffield Field Days

    Community remembers O'Hagan's presence at Sheffield Field Days

    Monday, September 1 2014 6:54 PM EDT2014-09-01 22:54:21 GMT

    Sheffield Field Days is a Labor Day tradition -- attended by hundreds. But each year the event reminds the community who is missing.

    Sheffield Field Days is a Labor Day tradition -- attended by hundreds. But each year the event reminds the community who is missing.

Powered by WorldNow
All content © Copyright 2000 - 2014 WorldNow and WCAX. All Rights Reserved. For more information on this site, please read our Privacy Policy and Terms of Service.