Allbritton Communications Company Commences Tender Offer for Its 9-3/4% Senior Subordinated Debentures Due 2007.Business Editors WASHINGTON--(BUSINESS WIRE)--Dec. 6, 2002 Allbritton Communications Company Communications Company is a communications unit of the United States Marine Corps. They are part of Combat Logistics Regiment 37 , 3rd Marine Logistics Group (3MLG) and III Marine Expeditionary Force (III MEF). The unit is based out of the Marine Corps Base Camp Smedley D. today announced that it is commencing a tender offer for all of its outstanding 9-3/4% Senior Subordinated Debentures subordinated debenture An unsecured bond with a claim to assets that is subordinate to all existing and future debt. Thus, in the event that the issuer encounters financial difficulties and must be liquidated, all other claims must be satisfied before due 2007. In connection with the tender offer, Allbritton is soliciting consents to proposed amendments to the indenture An agreement declaring the benefits and obligations of two or more parties, often applicable in the context of Bankruptcy and bond trading. The term indenture primarily describes secured contracts and has several applications in U.S. law. governing the 9-3/4% Senior Subordinated Debentures due 2007. The proposed amendments would eliminate substantially all of the restrictive covenants Restrictive covenants Provisions that place constraints on the operations of borrowers, such as restrictions on working capital, fixed assets, future borrowing, and payment of dividends. and certain events of default from the indenture governing the debentures. Holders who tender their debentures will be required to consent to the proposed amendments, and holders who consent to the proposed amendments will be required to tender their debentures. Tendering holders who validly tender their debentures and deliver consents by the consent payment deadline will receive total consideration of $1,039.00 per $1,000 principal amount of such debentures. The total consideration includes a consent payment of $5.00 per $1,000 principal amount of 9-3/4% Senior Subordinated Debentures due 2007. Holders who validly tender their notes after the consent payment deadline will only receive tender consideration of $1,034.00 per $1,000 principal amount of debentures and will not receive the consent payment. Unless extended by Allbritton, the consent payment deadline is 5:00 p.m., Friday, December 20, 2002. The tender offer will expire at 12:01 a.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on Tuesday, January 7, 2003, unless extended or earlier terminated by Allbritton. Allbritton intends to fund the tender offer, and all related costs and expenses, with the net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). of an offering of new 7-3/4% senior subordinated notes which is scheduled to close on December 20, 2002, additional borrowings under the Company's credit facility and/or cash on-hand. The tender offer is conditioned upon Allbritton completing arrangements for financing the purchase of the debentures and other general conditions. Copies of the tender offer and consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with documents can be obtained by contacting MacKenzie Partners, Inc., the Information Agent for the tender offer and the consent solicitation, at (212) 929-5500 or (800) 322-2885. Deutsche Bank Deutsche Bank AG (IPA: /'dɔɪ.tʃə/[1]) (ISIN: DE0005140008, NYSE: DB) (English: German Bank Securities Inc. is acting as Dealer Manager for the tender offer and consent solicitation. Questions concerning the tender offer and the consent solicitation may be directed to Deutsche Bank Securities Inc. at (646) 324-2180. This press release is not an offer to purchase or a solicitation of acceptance of the offer to purchase, which may be made only pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement and related Consent and Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. . The consent solicitation is being made solely by the Offer to Purchase and Consent Solicitation Statement dated December 6, 2002, and related documents (as they may be amended from time to time), and those documents should be consulted for additional information regarding delivery procedures and the conditions for the tender offer and consents solicitation. This press release shall not constitute a notice of redemption of the debentures. Allbritton and its subsidiaries own and operate ABC ABC in full American Broadcasting Co. Major U.S. television network. It began when the expanding national radio network NBC split into the separate Red and Blue networks in 1928. network-affiliated television stations serving seven diverse geographic markets: - WJLA - Washington, D.C. - WBMA/WCFT/WJSU -Birmingham (Anniston and Tuscaloosa), Alabama - WHTM - Harrisburg-Lancaster-York-Leb anon, Pennsylvania - KATV - Little Rock, Arkansas - KTUL - Tulsa, Oklahoma - WSET - Roanoke-Lynchburg, Virginia - WCIV - Charleston, South Carolina In addition, Allbritton owns and operates a 24-hour cable news channel in Washington, D.C., NewsChannel 8. |
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