Crown Media Announces Proposed Repurchase of Preferred Securities.Business Editors GREENWOOD VILLAGE, Colo.--(BUSINESS WIRE)--July 21, 2003 Crown Media Holdings, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : CRWN CRWN Composite Reconfigurable Wireless Network ) announced today that it has entered into a conditional agreement with all of the holders of the preferred securities of Crown Media Trust and related contingent appreciation certificates issued by Crown Media (together "preferred securities") for the purchase of the preferred securities by Crown Media. The purchase price for the preferred securities would be approximately $330 million if completed as of August 1, 2003, subject to adjustment depending on the actual date of closing. Crown Media's obligation to purchase the preferred securities is subject to several conditions including Crown Media's selling notes or other debt obligations with aggregate 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 at least $350 million to finance the purchase and Crown Media's obtaining necessary consents under its bank credit facility. Crown Media is considering alternatives for the issuance of debt obligations to finance the purchase of the preferred securities and to use for other general corporate purposes. Any securities offered will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. absent registration or an applicable exemption from registration requirements. About Crown Media Holdings Crown Media Holdings, Inc. (NASDAQ: CRWN) owns and operates cable television channels dedicated to high quality, broad appeal, entertainment programming. The Company currently operates and distributes the Hallmark Channel in the U.S. and more than 120 countries. The combined channels have over 105 million subscribers worldwide. Significant investors in Crown Media Holdings include: Hallmark Entertainment Investments Co.; Hallmark Entertainment Holdings, Inc., a subsidiary of Hallmark Cards Hallmark Cards, a privately owned American company based in Kansas City, Missouri, is the largest manufacturer of greeting cards in the United States. Approximately 50% of greeting cards sent in the United States every year are manufactured by Hallmark. , Incorporated, Liberty Media Corp., and J.P. Morgan Partners (BHCA (Busy Hour Call Attempts) The number of times a telephone call is attempted during the busiest hour of the day. See busy hour. ), LP, each through their investments in Hallmark Entertainment Investments Co.; VISN VISN Veterans Integrated Service Network VISN Virtual Integrated Sky Network (Loral Orion) VISN Visual Interactive Support Network Management Corp., a for-profit subsidiary of the National Interfaith in·ter·faith adj. Of, relating to, or involving persons of different religious faiths: an interfaith marriage; an interfaith forum. Cable Coalition; and Hughes Electronics Corporation. Forward- looking Statements Statements contained in this press release may contain forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. as contemplated by the 1995 Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and that are based on management's current expectations, estimates and projections. Words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those projected or implied in the forward-looking statements. Such risks and uncertainties include: Uncertainty as to whether Crown Media can complete a sale of debt obligations on acceptable terms; any inability to satisfy conditions to the purchase agreement concerning the preferred securities; any material developments at Crown Media that may affect its financial condition or financial results, including without limitation risks detailed in the Risk Factors stated in the Company's l0-Q Report for the three months ended March 31, 2003. Crown Media Holdings is not undertaking any obligation to release publicly any updates to any forward looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events. |
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