YORK, Pa., Jan. 25, 2006 (PRIMEZONE) -- Susquehanna Media Co. ("Media") announced today that, in connection with its previously announced tender offer (the "Tender Offer") and consent solicitation (the "Consent Solicitation") for all of its $150,000,000 outstanding principal amount of 7-3/8% Senior Subordinated Notes due 2013 (the "Notes"), it has amended the Total Consideration (as defined in the Statement described below) to be paid for Notes accepted for purchase in the Tender Offer.
As described in the Offer to Purchase and Consent Solicitation Statement dated January 18, 2006, as supplemented on January 25, 2006 (collectively, the "Statement"), the Total Consideration is determined by reference to a fixed spread above the bid-side yield to maturity of the 3.375% U.S. Treasury Note due February 15, 2008. Media is now amending the fixed spread used to determine the Total Consideration from 75 basis points to 50 basis points. As indicated in the Statement, the Total Consideration will be determined as of 10:00 a.m., New York City time, on January 31, 2006, which is the original Price Determination Date set forth in the Statement. The Total Consideration includes a Consent Payment of $30 per $1,000 principal amount of Notes payable only to holders who tender (and do not validly withdraw) their Notes and validly deliver (and do not validly revoke) their consents prior to the Consent Payment Deadline. Holders who tender (and do not validly withdraw) their Notes after the consent payment deadline will be eligible to receive the Total Consideration minus the Consent Payment. Holders who tender (and do not validly withdraw) their Notes will receive the accrued and unpaid interest on such Notes through, but not including, the applicable payment date in connection with the tender offer. The Consent Payment Deadline is scheduled to be 5:00 p.m., New York City time, on January 31, 2006, unless terminated or extended.
The Tender Offer is scheduled to expire at midnight, New York City time, on February 14, 2006, unless terminated or extended.
All other terms and conditions relating to the determination of the Total Consideration and the Tender Offer Consideration (each as defined in the Statement), and the other terms of the Tender Offer and the Consent Solicitation, will remain as described in the Statement.
This announcement amends and supplements the Statement solely as described in this press release. The terms of the Tender Offer and the Consent Solicitation are more fully described in the Statement and related Letter of Transmittal and Consent.
The dealer manager has advised the Company that, based on discussions with certain holders of Notes, it believes that a majority of the aggregate principal amount of outstanding Notes will be tendered pursuant to the Tender Offer and Consent Solicitation, as amended.
Wachovia Securities is acting as exclusive dealer manager and solicitation agent for the Tender Offer and the Consent Solicitation. The information agent for the tender offer is Global Bondholder Services Corporation. The depositary for the tender offer is J.P. Morgan Trust Company, National Association. Questions regarding the Tender Offer and Consent Solicitation may be directed to Wachovia Securities' Liability Management Group, telephone number 866-309-6316 (toll free) and 704-715-8341 (call collect), and Global Bondholder Services Corporation. Requests for copies of the Offer to Purchase and Consent Solicitation Statement and related documents may be directed to Global Bondholder Services Corporation, telephone number 866-540-1500 (toll free) and 212-430-3774 (call collect). Detailed contact information for J.P. Morgan Trust Company, National Association, is provided in the Offer to Purchase and Consent Solicitation Statement.
This announcement is not an offer to purchase, a solicitation of an offer to sell, or a solicitation of consents with respect to the Notes nor is this announcement an offer to sell or solicitation of an offer to purchase new securities. The Tender Offer and Consent Solicitation are made solely by means of the Offer to Purchase and Consent Solicitation Statement and the related Consent and Letter of Transmittal.
About Susquehanna Media Co.
Media is a diversified communications company with operations in radio broadcasting and cable television. Media is the largest privately-owned radio broadcaster and the 11th largest radio broadcaster overall in the United States of America based on estimated 2005 revenues by Kagan Research LLC. Media operates its radio business through Susquehanna Radio Corp. Media is also the 16th largest cable television multiple system operator in the United States of America based on subscribers as of December 31, 2004. Media operates its cable business through Susquehanna Cable Co. For more information, visit Media's website at www.susquehannamedia.com.
Forward-Looking Statements
In addition to historical information, this press release contains certain statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are made on the basis of management's views and assumptions regarding business performance as of the time the statements are made, and management does not undertake any obligation to update these statements. These forward-looking statements include, but are not limited to, all statements regarding the intent, belief or current expectations regarding the matters discussed or incorporated by reference in this document (including statements as to "beliefs," "expectations," "anticipations," "intentions" or similar words) and all statements which are not statements of historical fact. These forward-looking statements, together with other statements that are not historical, involve known and unknown risks, uncertainties, contingencies and other factors that could cause results, performance or achievements to differ materially from those stated. Such risks, uncertainties, contingencies and other factors, many of which are beyond the control of Media, include, but are not limited to: the timely completion of Media's disposition of its cable and radio business and the risks and uncertainties described in the Offer to Purchase and Consent Solicitation Statement under the headings "Forward-Looking Statements" and "Certain Significant Considerations" and in Media's reports and filings with the Securities and Exchange Commission, particularly those discussed in its Form 10-K for the year ended December 31, 2004, as amended. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, Media's actual results, performance or achievements could differ materially from those expressed in, or implied by, such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as otherwise required by law, Media does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.