Crown Media Holdings Announces Proposed Offering of $300,000,000 Senior Notes Due 2019
STUDIO CITY, Calif.--(BUSINESS WIRE)--
Crown Media Holdings, Inc. (NASDAQ:CRWN) announced today that it intends
to commence an offering (the "Offering") in a private placement of $300
million in aggregate principal amount of senior notes due 2019 (the
"Notes"). The Offering is expected to be completed by mid-July 2011,
subject to market and other conditions. The Notes will be senior
unsecured obligations of Crown Media, will be guaranteed by each of
Crown Media's subsidiaries and will bear interest at a fixed rate.
In conjunction with the Offering, Crown Media also intends to enter into
new senior secured credit facilities which will be secured by all of the
assets of Crown Media and its subsidiaries and will be guaranteed by its
subsidiaries (the "Senior Secured Credit Facilities"). The consummation
of the Offering is conditioned on Crown Media entering into such Senior
Secured Credit Facilities.
A special committee consisting of Crown Media's independent directors
has been reviewing and will make recommendations to the Board of
Directors with respect to the fairness of the terms of the Offering and
the Senior Secured Credit Facilities.
Crown Media expects that the proceeds from the Offering and the Senior
Secured Credit Facilities will be used to extinguish obligations under
Crown Media's existing term credit facilities, redeem its preferred
stock and for general corporate purposes.
The Notes will be offered in the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"), and outside the United States
pursuant to Regulation S under the Securities Act. The Notes have not
been registered under the Securities Act and may not be offered or sold
in the United States absent registration or an applicable exemption from
the registration requirements. This notice is issued pursuant to Rule
135c of the Securities Act, and does not constitute an offer to sell the
Notes, nor a solicitation for an offer to purchase the Notes.
About Crown Media Holdings
Crown Media Holdings, Inc. is the corporate parent for the portfolio of
cable networks and related businesses under Crown Media Networks. The
Company currently operates and distributes Hallmark Channel in both high
definition (HD) and standard definition (SD) to 87.5 million subscribers
in the U.S. Hallmark Channel is the nation's leading network in
providing quality family programming with an ambitious slate of original
TV movies and general entertainment, and is the home of The Martha
Stewart Show and other home and lifestyle content. Hallmark
Channel's sibling network is Hallmark Movie Channel, also available in
HD and SD, distributed to more than 41 million homes and one of
America's fastest-growing cable networks. Hallmark Movie Channel
provides family-friendly movies with a mix of classic theatrical films,
presentations from the acclaimed Hallmark Hall of Fame library, original
Hallmark Channel movies and special events. In addition, Crown Media
Networks also includes the online offerings of HallmarkChannel.com and
HallmarkMovieChannel.com.
Forward-looking Statements
Statements contained in this press release may contain
forward-looking statements as contemplated by the 1995 Private
Securities Litigation Reform Act that are based on management's current
expectations, estimates and projections. Words such as "expects,"
"anticipates," "intends," "plans," "believes," "estimates," variation 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: competition for
distribution of channels, viewers, advertisers, and the acquisition of
programming; fluctuations in the availability of programming;
fluctuations in demand for the programming Crown Media airs on its
channels; and other risks detailed in the Company's filings with the
Securities and Exchange Commission, including the Risk Factors stated in
the Company's most recent 10-K and 10-Q Reports. 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.
IR Focus
Mindy Tucker, 914-725-8128
mindy@irfocusllc.com
Source: Crown Media Holdings, Inc.
News Provided by Acquire Media
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