CMG Media Corporation (d/b/a Cox Media Group) (“CMG” or the “Company”) today announced that it has commenced an offer to exchange any and all of its outstanding 8.875% Senior Notes due 2027 (the “Old Notes”) for new 8.875% Second-Priority Senior Secured Notes due 2029 (the “New Notes”) to be issued by the Company (the “Exchange Offer”).

The Exchange Offer is being made to eligible holders upon the terms and conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement (the “Confidential Offering Memorandum”) dated October 15, 2024. The Exchange Offer and Consent Solicitation (as defined herein) will expire at 5:00 p.m., New York City time, on November 13, 2024, unless extended or earlier terminated (such time and date, as the same may be extended, the “Expiration Time”). Tendered Old Notes may be validly withdrawn and Consents may be revoked prior to 5:00 p.m., New York City time, on October 29, 2024, but not thereafter, subject to limited exceptions, unless such time is extended by the Company at its sole discretion (such time and date, as the same may be extended, the “Withdrawal Deadline”).

Holders who validly tender Old Notes by 5:00 p.m., New York City time, on October 29, 2024, unless extended (such time and date, as the same may be extended, the “Early Tender Time”), will be eligible to receive the Total Consideration described below, including the Early Tender Premium as described below. Holders who validly tender Old Notes after the Early Tender Time and at or prior to the Expiration Time will be eligible to receive the Late Consideration described below.

Holders that validly tender and do not validly withdraw their Old Notes at or prior to the Early Tender Time will be eligible to receive $1,000 principal amount of New Notes for each $1,000 principal amount of Old Notes tendered (the “Total Consideration”). Holders must validly tender and not validly withdraw their Old Notes at or prior to the Early Tender Time in order to be eligible to receive an early tender premium of $15 in principal amount of New Notes per $1,000 principal amount of Old Notes tendered (the “Early Tender Premium”), which is included in the Total Consideration. Holders that validly tender and do not validly withdraw their Old Notes after the Early Tender Time and at or prior to the Expiration Time will not be eligible to receive the Early Tender Premium and will only be eligible to receive $985 principal amount of New Notes for each $1,000 principal amount of Old Notes tendered (the “Late Consideration”).

Subject to the terms and conditions described in the Confidential Offering Memorandum, the issuance of the Total Consideration will occur as soon as practicable after the Early Tender Time (the “Initial Settlement Date”) and the issuance of the Late Consideration will occur as soon as practicable after the Expiration Time (the “Final Settlement Date” and, together with the Initial Settlement Date, the “Settlement Dates”). There will not be an Initial Settlement Date if the Requisite Consents have not been obtained on or prior to the Early Tender Time.

Holders of the Old Notes that are accepted for exchange pursuant to the Exchange Offer will not receive a cash payment for accrued and unpaid interest on such Old Notes. Such accrued and unpaid interest will instead be carried over to the New Notes, which will accrue interest from June 15, 2024 (the last interest payment date for the Old Notes). Holders of Old Notes that are not exchanged will continue to accrue interest on their Old Notes, which will be payable on the applicable interest payment dates. The New Notes will mature on June 18, 2029.

The New Notes will be guaranteed by the same subsidiaries of the Company that guarantee the Old Notes (the “subsidiary guarantors”). The New Notes and related guarantees will be secured, subject to permitted liens and certain exceptions set forth in the New Notes Indenture, by second-priority security interests in substantially all of the existing and future assets of the Company and the subsidiary guarantors, which assets will also secure the Company’s senior secured credit facilities on a first-priority basis.

The consummation of the Exchange Offer is conditioned upon the valid tender (without valid withdrawal) of at least 95% in aggregate principal amount of the outstanding Old Notes (excluding Old Notes held by the Company or any of its affiliates), which is referred to as the “Minimum Tender Condition.” Consummation of the Exchange Offer is also subject to the satisfaction or waiver by the Company in its sole discretion of a number of other conditions as described in the Confidential Offering Memorandum. The Company has the right to waive any condition to the Exchange Offer, including the Minimum Tender Condition, in its sole discretion. The Company may waive the Minimum Tender Condition at any time without extending the Early Tender Time, the Withdrawal Deadline or the Expiration Time.

In conjunction with the Exchange Offer, and on the terms and subject to the conditions set forth in the Confidential Offering Memorandum, the Company commenced a consent solicitation (the “Consent Solicitation”) whereby the Company is soliciting consents (“Consents”) from registered holders of the Old Notes to certain proposed amendments (the “Proposed Amendments”) to the indenture governing the Old Notes (the “Old Notes Indenture”). The Proposed Amendments will eliminate substantially all of the covenants contained in the Old Notes Indenture and the Old Notes, eliminate certain events of default, modify the covenant regarding mergers and consolidations and modify or eliminate certain other provisions, including certain provisions relating to future guarantors, contained in the Old Notes Indenture and the Old Notes. The Proposed Amendments will become effective with respect to the Old Notes Indenture if Consents are received from holders of at least a majority of the outstanding principal amount of Old Notes (excluding Old Notes held by the Company or its affiliates) (the “Requisite Consents”). The Proposed Amendments will be set forth in a supplemental indenture to the Old Notes Indenture (a “Supplemental Indenture”), which will be executed and delivered promptly after the Early Tender Time if the Company receives the Requisite Consents as of the Early Tender Time, or on such later date and time at which the Company receives the Requisite Consents. The Supplemental Indenture will provide that the Proposed Amendments will not become operative unless and until Old Notes constituting the Requisite Consents are accepted for exchange by the Company pursuant to the Exchange Offer and the New Notes are issued in exchange for such Old Notes on the applicable Settlement Date.

Holders may not tender their Old Notes pursuant to the Exchange Offer without delivering Consents with respect to such tendered Old Notes pursuant to the Consent Solicitation, and holders may not deliver Consents pursuant to the Consent Solicitation without tendering the related Old Notes pursuant to the Exchange Offer. No consideration will be paid for Consents.

On October 15, 2024, the Company entered into a transaction support agreement (the “Transaction Support Agreement”) pursuant to which, subject to the terms and conditions of the Transaction Support Agreement, holders of approximately 88% of the aggregate principal amount of outstanding Old Notes (the “Consenting Noteholders”) have agreed to participate in the Exchange Offer and Consent Solicitation with respect to all of their Existing Notes at or prior to the Early Tender Time. In connection with the transactions contemplated by the Transaction Support Agreement, the Company has agreed to, and to cause its subsidiaries and affiliates to, irrevocably cancel or extinguish all Old Notes currently held by them in connection with the consummation of the Exchange Offer. After the closing of the Exchange Offer, the Company has agreed to, and to cause its subsidiaries and affiliates to, irrevocably cancel or extinguish all Old Notes acquired by them. The Company has also agreed to, and to cause its subsidiaries to, irrevocably cancel or extinguish all New Notes acquired by them subsequent to the closing of the Exchange Offer. Any Old Notes held by the Company or its affiliates will be excluded from the calculation of outstanding Old Notes to determine the amount required to achieve the Minimum Tender Condition and whether the Requisite Consents have been received.

The Company reserves the right, subject to applicable law, (i) to waive any and all of the conditions to the Exchange Offer or the Consent Solicitation and (ii) to amend the terms of the Exchange Offer or the Consent Solicitation, in each case, prior to the Expiration Time.

Available Documents and Other Details

The Confidential Offering Memorandum will only be distributed, and the New Notes will only be offered and issued, to eligible holders of Old Notes who complete and return an eligibility form confirming that they are either (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)), (ii) an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3), (7), (9) or (12) of Regulation D under the Securities Act), or (iii) not a “U.S. person” (as defined in Regulation S under the Securities Act). Non-U.S. persons may be subject to additional eligibility criteria. Noteholders who desire to complete an eligibility form should either follow the link for this purpose at https://epiqworkflow.com/cases/CMGEL or request instructions by sending an e-mail to [email protected] and referencing “CMG Media” in the subject line.

The Old Notes have not been, and the New Notes will not be, registered under the Securities Act or any other applicable securities laws and, unless so registered, the New Notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof.

The complete terms and conditions of the Exchange Offer and Consent Solicitation are set forth in the Confidential Offering Memorandum. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the New Notes. The Exchange Offer is only being made pursuant to the Confidential Offering Memorandum. The Exchange Offer is not being made to holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release, including statements regarding the Exchange Offer and Consent Solicitation and the Company’s ability to consummate the transactions within the time period expected, or at all, that the Consenting Noteholders will participate in the Exchange Offer and Consent Solicitation to the extent they agreed to do so in the Transaction Support Agreement, may be considered “forward-looking statements” and are subject to various risks, uncertainties and assumptions. Statements that are not historical in nature, and which may be identified by the use of words such as “may,” “should,” “could,” “believe,” “predict,” “potential,” “continue,” “plan,” “intend,” “expect,” “anticipate,” “future,” “project,” “estimate” and similar expressions (or the negative of such expressions), are forward-looking statements.

Forward-looking statements are made based on our current expectations and beliefs concerning future events and, therefore, involve a number of assumptions, risks and uncertainties, including those described under “Risk Factors” in our Annual Report for the year ended December 31, 2023. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ from those anticipated, estimated or expected.

In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this press release may not, in fact, occur. The forward-looking statements made in this press release relate only to events as of the date on which the statements were made. Except as may be required by law, we undertake no obligation to update our forward-looking sta