Business Services Industry
PRIMEDIA Inc. Announces Cash Tender Offers and Related Consent Solicitations for Its Senior Floating Rate Notes Due 2010, 8 7/8% Senior Notes Due 2011 and 8% Senior Notes Due 2013
Business Wire, June 27, 2007
NEW YORK -- PRIMEDIA Inc. (NYSE: PRM) (the "Company") today announced that it has commenced cash tender offers to repurchase all of its outstanding Senior Floating Rate Notes due 2010 (CUSIP No. 74157KAL5) (the "Floating Rate Notes"), 8 7/8% Senior Notes due 2011 (CUSIP No. 74157KAF8) (the "2011 Notes") and 8% Senior Notes due 2013 (CUSIP No. 74157KAJ0) (the "2013 Notes," and together with the Floating Rate Notes and the 2011 Notes, the "Notes"). In connection with the tender offers, the Company is soliciting consents to amend each of the indentures governing the Notes. The tender offers and related consent solicitations are being made in connection with the previously announced sale by the Company of PRIMEDIA Enthusiast Media Inc. to Source Interlink Companies Inc. The tender offers and consent solicitations are made upon the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated June 27, 2007 (the "Offer to Purchase") and the related Consent and Letter of Transmittal. As of the date hereof, there was $122.5 million principal amount of Floating Rate Notes outstanding, $410.0 million principal amount of 2011 Notes outstanding and $294.8 million principal amount of 2013 Notes outstanding.
Holders who validly tender their Notes and deliver their consents to the proposed amendments on or prior to 5:00 p.m., New York City time, on July 12, 2007, unless extended or earlier terminated, (the "Consent Payment Deadline"), will be eligible to receive the applicable total consideration with respect to the applicable series of Notes, which includes a consent payment equal to $30.00 per $1,000 principal amount of the tendered Notes.
Tendered Notes may not be withdrawn and consents may not be revoked after the Consent Payment Deadline. The tender offers will expire at midnight, New York City time, on August 2, 2007, unless extended or earlier terminated by the Company. Holders of Notes who tender their Notes after the Consent Payment Deadline and on or before the expiration date will be eligible to receive only the applicable tender offer consideration, which is the applicable total consideration minus the consent payment per $1,000 principal amount of Notes.
The total consideration for each $1,000 principal amount of the Floating Rate Notes validly tendered and not withdrawn pursuant to the tender offer for such Notes is $1,030.00 and the total consideration for each $1,000 principal amount of the 2011 Notes validly tendered and not withdrawn pursuant to the tender offer for such Notes is $1,029.58. The total consideration for each $1,000 principal amount of the 2013 Notes validly tendered and not withdrawn pursuant to the tender offer for such Notes is the price equal to the sum of the present value, determined in accordance with standard market practice, on the scheduled initial payment date of $1,040.00, which is the initial redemption price for the 2013 Notes, on May 15, 2008 (the "First Redemption Date"), plus the present value on the scheduled initial payment date of any interest that would accrue from the last interest payment date prior to the scheduled initial payment date to, but not including, May 15, 2008, less accrued and unpaid interest from the last interest payment date to, but not including, the scheduled initial payment date. The present value of the 2013 Notes will be determined on the basis of a yield to such First Redemption Date equal to the sum of (x) the yield to maturity on the 3.75% U.S. Treasury Note due May 15, 2008, as calculated by Goldman, Sachs & Co. and Lehman Brothers Inc. (together, the "Dealer Managers"), in accordance with standard market practice, based on the bid-side price for such reference security as of 11:00 a.m., New York City time, on the Price Determination Date, as displayed on "Page PX3" of the Bloomberg Government Pricing Monitor or any recognized quotation source selected by the Dealer Managers in their sole discretion if the Bloomberg Government Pricing Monitor is not available or is manifestly erroneous and (y) the applicable spread of 50 basis points. The Company expects that the Price Determination Date will be 11:00 a.m., New York City time, on July 20, 2007, unless extended by the Company in its sole discretion.
Holders of Notes that are accepted for payment also will be paid accrued and unpaid interest up to, but not including, the applicable payment date for Notes purchased in the tender offer for such Notes.
In connection with the tender offers, the Company is soliciting consents to proposed amendments to the indentures governing Notes, which would eliminate substantially all of the restrictive covenants contained in the indentures and the Notes, eliminate certain events of default, modify covenants regarding mergers and consolidations, and modify or eliminate certain other provisions, including certain provisions relating to defeasance, contained in the indentures and the Notes. Holders may not tender their Notes without also delivering consents or deliver consents without also tendering their Notes.
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