Home » American Media Operations, Inc. Announces Extension and Amendment of its Cash Tender Offers and Related Consent Solicitations for Outstanding Senior Subordinated Notes

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American Media Operations, Inc. Announces Extension and Amendment of its Cash Tender Offers and Related Consent Solicitations for Outstanding Senior Subordinated Notes

Wednesday 28. January 2009 - American Media, Inc. ("AMI") announced today that its subsidiary American Media Operations, Inc. ("AMOI" and, together with AMI, the "Company") has extended the expiration date for and amended its previously announced cash tender offers (the "Tender Offers") and consent solicitations (the "Consent Solicitations") in respect of an aggregate of approximately $570 million of its outstanding senior subordinated notes, consisting of (1) $400,000,000 aggregate principal amount of 10-1/4% Series B Senior Subordinated Notes due 2009 (CUSIP No. 02744RAH0) and $14,544,000 aggregate principal amount of 10-1/4% Series B Senior Subordinated Notes due 2009 (CUSIP No. 02744RAM9) (collectively, the "2009 Notes") and (2) $150,000,000 aggregate principal amount of 8-7/8% Senior Subordinated Notes due 2011 (CUSIP No. 02744RAK3) and $5,454,000 aggregate principal amount of 8-7/8% Senior Subordinated Notes due 2011 (CUSIP No. 02744RAP2) (collectively, the "2011 Notes" and, together with the 2009 Notes, the "Existing Notes").

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Business News

American Media Operations, Inc. Announces Extension and Amendment of its Cash Tender Offers and Related Consent Solicitations for Outstanding Senior Subordinated Notes

American Media, Inc. (“AMI”) announced today that its subsidiary American Media Operations, Inc. (“AMOI” and, together with AMI, the “Company”) has extended the expiration date for and amended its previously announced cash tender offers (the “Tender Offers”) and consent solicitations (the “Consent Solicitations”) in respect of an aggregate of approximately $570 million of its outstanding senior subordinated notes, consisting of (1) $400,000,000 aggregate principal amount of 10-1/4% Series B Senior Subordinated Notes due 2009 (CUSIP No. 02744RAH0) and $14,544,000 aggregate principal amount of 10-1/4% Series B Senior Subordinated Notes due 2009 (CUSIP No. 02744RAM9) (collectively, the “2009 Notes”) and (2) $150,000,000 aggregate principal amount of 8-7/8% Senior Subordinated Notes due 2011 (CUSIP No. 02744RAK3) and $5,454,000 aggregate principal amount of 8-7/8% Senior Subordinated Notes due 2011 (CUSIP No. 02744RAP2) (collectively, the “2011 Notes” and, together with the 2009 Notes, the “Existing Notes”).

The Tender Offers and Consent Solicitations, which were originally scheduled to expire at 11:59 p.m., New York City time, on September 25, 2008, and were previously extended until 11:59 p.m., New York City time, on January 27, 2009, are being further extended until 8:00 a.m., New York City time, on January 29, 2009 (the “Expiration Time”), unless further extended. AMOI hereby further amends the terms of the Tender Offers and Consent Solicitations and the Amended Offer to Purchase and Consent Solicitation Statement to reduce the “Minimum Condition” (as defined in the Amended Offer to Purchase and Consent Solicitation Statement) to the tender of 2009 Notes representing at least 96.5% of the Outstanding Amount (as defined in the Amended Offer to Purchase and Consent Solicitation Statement) of 2009 Notes and the tender of 2011 Notes representing at least 95.0% of the Outstanding Amount of 2011 Notes.

As of 5:00 p.m. on January 26, 2009, the following amounts of Existing Notes had been properly tendered (and not validly withdrawn) in the Tender Offers and Consent Solicitations: $394,956,703 in aggregate principal amount, or 95.3%, of the 2009 Notes; and $146,125,960 in aggregate principal amount, or 94.0%, of the 2011 Notes. The Company has been advised an additional $5,534,178 in aggregate principal amount of the 2009 Notes and $1,813,630 in aggregate principal amount of the 2011 Notes will be tendered in the Tender Offers and Consent Solicitations. Assuming none of the Existing Notes tendered as of 5:00 p.m. on January 26, 2009 have been withdrawn and the expected additional tenders are made, $400,490,881 in aggregate principal amount, or 96.6%, of the 2009 Notes and $147,939,590 in aggregate principal amount, or 95.1%, of the 2011 Notes will have been tendered.

The Company has also amended the terms of its concurrent offerings (the “Concurrent Offerings”) in which eligible holders of Existing Notes must participate if they want to tender their Existing Notes in the Tender Offers and consent and grant releases in the Consent Solicitations. The Concurrent Offerings were amended to change the number of shares of AMI common stock and the related price thereof being offered in the Concurrent Offerings if less than 98% of the Existing Notes are tendered in the Tender Offers and Consent Solicitations. The terms of the Concurrent Offerings related to AMOI’s 9% senior PIK notes due 2013 (the “Senior Notes”) and AMOI’s 14% senior subordinated notes due 2014 (the “Senior Subordinated Notes and, together with the Senior Notes, the “Notes”) were not amended. The Company is now offering (i) to eligible holders of 2009 Notes, $21,245,380 aggregate principal amount of Senior Notes and (ii) to eligible holders of Existing Notes (a) $300,000,000 aggregate principal amount of Senior Subordinated Notes and (b) up to 5,700,000 shares of AMI’s common stock (the “Shares” and, together with the Notes, the “Securities”). Accordingly, all references in the Amended Offer to Purchase and Consent Solicitation Statement to “5,700,000” with respect to the number of shares of AMI common stock being offered in the Concurrent Offerings are hereby replaced with “up to 5,700,000”.

In order to participate in the Tender Offers and Consent Solicitations, an eligible holder must agree to purchase Securities in the Concurrent Offerings for an aggregate purchase price equal to the total consideration received by such eligible holder in the Tender Offers and Consent Solicitations. As a result of the amendment of the Concurrent Offerings, if fewer than 98% of the Existing Notes are validly tendered and accepted for payment in the Tender Offers, (a) the total amount of Notes offered would remain unchanged but the total number of shares of AMI common stock offered would decrease and (b) for each $1,000 principal amount of Existing Notes validly tendered (subject to pro rata reduction in the case of tendered Existing Notes of less than $1,000 principal amount), (i) the amount of the Notes required to be purchased per $1,000 principal amount of Existing Notes would increase and the price thereof would decrease as previously described in the Amended Offer to Purchase and Consent Solicitation Statement, and (ii) the number of shares of AMI common stock required to be purchased per $1,000 principal amount of Existing Notes would increase and the price thereof would increase. For example, with respect to the number of shares of AMI common stock to be purchased, if 97% of the Existing Notes are validly tendered and accepted for payment in the Tender Offers, tendering holders of Existing Notes will be required to purchase, for each $1,000 principal amount of Existing Notes validly tendered and accepted for purchase in the Tender Offers, 10.30 shares of AMI common stock and the purchase price for such shares will be $23.01 per share, and 5,696,880 shares of AMI common stock would be purchased by all tendering holders of the Existing Notes. If only 95% of the Existing Notes are validly tendered and accepted for payment in the Tender Offers, tendering holders of Existing Notes will be required to purchase, for each $1,000 principal amount of Existing Notes validly tendered and accepted for purchase in the Tender Offers, 10.51 shares of AMI common stock and the purchase price for such shares will be $23.04 per share, and 5,690,520 shares of AMI common stock would be purchased by all tendering holders of the Existing Notes. The Concurrent Offerings are being made pursuant to Amendment No. 1 to the preliminary offering memorandum, dated January 9, 2009, as supplemented on January 26, 2009 (which supplement is also deemed to supplement Annex A to the Amended Offer to Purchase and Consent Solicitation Statement), which more fully sets forth the terms of the Concurrent Offerings.

All other terms, provisions and conditions of the Tender Offers and Consent Solicitations will remain in full force and effect, including the anticipated Payment Date.

The Tender Offers and Consent Solicitations are being made pursuant to the Amended Offer to Purchase and Consent Solicitation Statement, as amended, and the related Amended Letter of Transmittal, Consent and Release, as amended, each dated January 9, 2009, which more fully set forth the terms of the Tender Offers and the Consent Solicitations.

J.P. Morgan Securities Inc. is acting as the Dealer Manager for the Tender Offers and Solicitation Agent for the Consent Solicitations and can be contacted at (212) 357-0775 (collect). MacKenzie Partners, Inc. is acting as the Information Agent for the Tender Offers and Consent Solicitations as well as Tabulation Agent for the Consent Solicitations. Requests for documentation relating to the Tender Offers and Consent Solicitations may be directed to the Information Agent at (800) 322-2885 (toll free) and (212) 929-5500 (collect).

The Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Existing Notes. The offers to buy the Existing Notes are only being made pursuant to the tender offer documents. The Tender Offers and the Consent Solicitations are not being made to holders of Existing Notes 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. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers and the Consent Solicitations to be made by a licensed broker or dealer, the Tender Offers and the Consent Solicitations will be deemed to be made on behalf of AMOI by the Dealer Manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

In addition, this press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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