American Lawyer Media Completes Successful Refinancing, Announces Redemption of All Remaining 9 3/4% Senior Notes Due 2007.NEW YORK -- American Lawyer Media, Inc. (the "Company"), a leading media company serving legal and business professionals, and its parent company, American Lawyer Media Holdings, Inc. (the "Parent") today announced the successful completion of a series of refinancing transactions including, among other things, consummation of the tender offer and consent solicitation by the Company for any and all of its 9 3/4% Senior Notes Due 2007 (the "Company Notes"); entry into a new credit agreement; repurchase by the Parent of all of its $80,260,705 aggregate principal amount of 12 1/4% Senior Discount Notes Due 2008 (the "Existing Parent Notes"); issuance and sale of $23.0 million aggregate principal amount of 13% Senior Notes Due 2013 (the "New Parent Notes") in a private offering; and refinancing of the Company's existing revolving credit facility. In a separate announcement today, the Parent announced the acquisition of Real Estate Media, Inc. ("REM"). The terms of the acquisition were not disclosed. The Parent and the Company also announced that they have changed their names to ALM Media Holdings, Inc. and ALM Media, Inc., respectively. Approximately 85% of the total issued and outstanding principal amount of the Company Notes were validly tendered by their holders, and accepted and purchased by the Company under the tender offer. The Company also announced that on April 6, 2005, the Company will redeem all of the $26,977,500 aggregate principal amount of Company Notes (CUSIP No. 027126AC5) that remain outstanding following the March 4, 2005 expiration of the tender offer, at a redemption price calculated in accordance with the indenture governing the Company Notes and as set forth in the notice of redemption. Copies of the notice of redemption will be mailed to all record holders by The Bank of New York, the trustee under the indenture governing the Notes, located at 1111 Sanders Creek Parkway, East Syracuse, NY 13057. The tender offer was, and the redemption will be, financed by new credit facilities provided for in a new credit agreement permitting the Company to borrow up to an aggregate amount of $344.5 million. The new credit facilities were provided by Credit Suisse First Boston, UBS Loan Finance LLC, UBS Securities LLC, General Electric Capital Corporation and a syndicate of other lenders. The new credit facilities were also used to refinance approximately $23.9 million outstanding under the existing credit facility; to assist the Parent in redeeming the Existing Parent Notes and to cover transactional fees, expenses and tender costs in respect of those and related transactions, including fees and expenses related to the acquisition of REM, and accrued interest on the Existing Parent Notes and the Company Notes. The new credit facilities also include a currently undrawn $70 million revolving loan facility that may be used for general corporate purposes. The New Parent Notes will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or and applicable exemption from registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy the New Parent Notes. This press release is being issued pursuant to and in accordance with Rule135c under the Securities Act of 1933, as amended. The reporting obligations of the Parent and the Company pursuant to Sections 13 and 15(d) of the Securities Exchange Act of 1934 are suspended and, following the consummation of the transactions described in this press release, the Parent and the Company will cease filing reports thereunder with the Securities and Exchange Commission. About ALM Headquartered in New York City, ALM is a leading integrated media company, focused on the legal and business communities. ALM currently owns and publishes 39 national and regional magazines and newspapers, including The American Lawyer(R), Corporate Counsel(R), The National Law Journal(R) and Real Estate Forum(R). ALM's Law.com(R) is the Web's leading legal news and information network, while ALM's GlobeSt.com is the Web's leading information resource for commercial real estate professionals. Other ALM businesses include book and newsletter publishing, court verdict and settlement reporting, production of professional trade shows, conferences and educational seminars, market research and content distribution. ALM was formed by U.S. Equity Partners, L.P., a private equity fund sponsored by Wasserstein & Co., LP. More information on ALM's businesses and services is available on the Web at www.alm.com. Forward-Looking Statements Statements in this press release which are not historical facts, including statements about the Company's plans, strategies, beliefs and expectations, are forward-looking and subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements speak only as of the date they are made, and, except for the Company's ongoing obligations under U.S. federal securities laws, the Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Such forward-looking statements include, without limitation, the Company's expectations and estimates about future events and the Company's estimates regarding the redemption of the outstanding Notes. Actual results may differ materially from such forward-looking statements for a number of reasons, including those set forth in the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC (which may be viewed on the SEC's website at http://www.sec.gov or on the Company's website at http://www.alm.com), as well as reasons including difficulties, delays, unexpected costs, the inability of the Company to consummate the redemption of the outstanding Notes. Factors other than those listed above could also cause the Company's results to differ materially from expected results. |
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