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EXHIBIT 99
PRESS RELEASE
Benedek Communications Corporation
2895 Greenspoint Parkway, Suite 250
Hoffman Estates, Illinois 60195
Contact: K. James Yager - President
(847) 585-3450
BENEDEK COMMUNICATIONS ANNOUNCES TENDER OFFER AND
CONSENT SOLICITATION FOR 13 1/4% SENIOR SUBORDINATED DISCOUNT
NOTES DUE 2006 AND CONSENT SOLICITATION FOR 11 1/2% SENIOR
EXCHANGEABLE PREFERRED STOCK
THE COMPANY ALSO REPORTS PRELIMINARY RESULTS OF OPERATIONS
FOR THE THIRD QUARTER OF FISCAL 2000
October 18, 2000--Hoffman Estates, Illinois: Benedek Communications
Corporation announced today the commencement of a tender offer and consent
solicitation for all of its outstanding 13 1/4% Senior Subordinated Discount
Notes Due 2006 and a consent solicitation with respect to its 11 1/2% Senior
Exchangeable Preferred Stock.
The tender offer and the solicitations are part of the Company's
financing plan, the purpose of which is to (i) reduce the Company's aggregate
interest expense by refinancing the Discount Notes and the Company's existing
credit facility; (ii) extend the maturities of the Company's debt securities and
(iii) enhance the Company's operating and financial flexibility. The new
financing is intended to be comprised of an issuance of approximately $450.0
million in new senior secured notes and a $25.0 million revolving credit
facility. The Company does not anticipate that any borrowings under the
revolving credit facility will be required at the closing of the new financing.
The Total Consideration for each $1,000 principal amount at maturity of
Discount Notes tendered pursuant to the offer will be equal to 100% of the
Accreted Value for each Note through and including the payment date. On October
18, 2000, the Accreted Value for each $1,000 principal amount at maturity of
Discount Notes was $929.31, and on November 14, 2000 (the expiration date of the
tender offer, unless the same is extended), the Accreted Value will be $937.73.
The Offer Price for the Discount Notes will be the Total Consideration minus
$30.00, which is the Consent Payment. The Company will pay the Total
Consideration as promptly as possible after the expiration of the tender offer.
In conjunction with the tender offer for the Discount Notes, Benedek
Communications is soliciting consents to eliminate substantially all of the
restrictive provisions and covenants and
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certain default provisions in the indenture under which the Discount Notes were
issued, other than the covenants to pay interest and principal on the Discount
Notes and the related default provisions. Holders who tender their Discount
Notes in the offer are required to consent to the proposed amendments to the
indenture. The Consent Payment will be paid only to holders of Discount Notes
who validly tender their Discount Notes and give their consent at or prior to
5:00 p.m., Eastern time, on October 31, 2000, unless otherwise extended. The
offer will expire at 5:00 p.m., Eastern time, on November 14, 2000, unless
otherwise extended. Tendered Discount Notes may be withdrawn and related
consents may be revoked at any time on or prior to 5:00 p.m., Eastern time, on
October 31, 2000.
Benedek Communications is also soliciting consents from the holders of
record on October 18, 2000 of its 11 1/2% Senior Exchangeable Preferred Stock to
amend the Certificate of Designation governing the issued and outstanding shares
of Preferred Stock in order to (i) permit the Company to merge with and into
Benedek Broadcasting Corporation, a wholly owned subsidiary of the Company; (ii)
permit Benedek License Corporation, a wholly owned subsidiary of Benedek
Broadcasting, and any other restricted subsidiaries to guarantee the Company's
obligations in connection with the proposed new senior secured notes; (iii)
permit the Company to enter into the new revolving credit facility while
eliminating an exception to the debt incurrence limitation in the Certificate of
Designation that permits the Company to enter into other bank credit agreements;
and (iv) make certain other amendments. Benedek Broadcasting will be the
surviving entity in the Merger and the outstanding shares of Preferred Stock
will be exchanged for a like number of shares of preferred stock of Benedek
Broadcasting with the rights, privileges and preferences that are identical to
the rights, privileges and preferences of the Preferred Stock. As a result of
the Merger, Benedek Broadcasting's corporate structure will be simplified by
eliminating the Company as a holding company.
The Company is offering to pay to each Preferred Stock stockholder who
validly consents to the proposed amendments on or prior to 5:00 p.m., Eastern
time, on October 31, 2000, unless extended, an amount in cash equal to $10.00
per share for which consents are validly delivered and not revoked on or prior
to 5:00 p.m., Eastern time, on October 31, 2000. The Company intends to pay the
Preferred Stock consent payment as promptly as possible after satisfaction or
waiver of all of the conditions described below.
The obligations of the Company with respect to both the tender offer and
the consent solicitations is conditioned on, among other things, (i) there
having been validly tendered and not withdrawn a minimum of 51% of the aggregate
principal amount at maturity of the Discount Notes; (ii) the receipt of consents
from a majority of the aggregate principal amount at maturity of the Discount
Notes with respect to certain amendments to the indenture under which the
Discount Notes were issued; (iii) the execution of a supplemental indenture;
(iv) there having been validly delivered and not validly revoked the consents of
at least two-thirds of the issued and outstanding shares of Preferred Stock,
voting as a separate class, with respect to the proposed amendments; and (v)
satisfaction of all conditions to the availability of financing with respect to
the Company's financing plan.
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It is contemplated that all of the transactions discussed above will be
completed simultaneously on or about November 17, 2000.
Questions concerning the terms of the tender offer or either
solicitation may be directed to Deutsche Bank Securities Inc., the Dealer
Manager and Solicitation Agent for the tender offer and the Solicitation Agent
for the Preferred Stock solicitation, at (212) 469-8995, contact Alice Jane
Poor. Questions may also be addressed to MacKenzie Partners, Inc., the
Information Agent for both the tender offer and the Preferred Stock
solicitation, at (212) 929-5500 (call collect) or (800) 322- 2885.
The Company also announced certain preliminary third quarter 2000
operating results. The Company expects to report net revenues for the quarter
ended September 30, 2000 of $39.5 million, broadcast cash flow of $14.7 million
and Adjusted EBITDA of $13.2 million, increases of 19.0%, 22.5% and 21.1%,
respectively, over the same period in 1999. On a pro forma same station basis,
before time brokerage fees and excluding a nonrecourse subsidiary, the Company
expects net revenues of $39.5 million, broadcast cash flow of $14.8 million and
Adjusted EBITDA of $13.3 million, increases of 8.5%, 18.4% and 15.7%,
respectively, over the same period in 1999.
For the nine months ended September 30, 2000, the Company expects to
report net revenues of $112.8 million, broadcast cash flow of $41.8 million and
Adjusted EBITDA of $37.5 million, increases of 9.8%, 9.4% and 7.8%,
respectively, over the same period in 1999. On a pro forma same station basis,
before time brokerage fees and excluding a nonrecourse subsidiary, the Company
expects net revenues of $115.9 million, broadcast cash flow of $42.8 million and
Adjusted EBITDA of $38.5 million, increases of 3.9%, 7.0% and 5.5%,
respectively, over the same period in 1999.
<TABLE>
<CAPTION>
----------------------- ------------------------------------ ---------------------------
THREE MONTHS ENDED NINE MONTHS ENDED
(IN MILLIONS) SEPTEMBER 30, SEPTEMBER 30,
----------------------- ------------------------------------ ---------------------------
1999 2000 1999 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Revenues $33.2 $39.5 $102.7 $112.8
Station Expenses 21.2 24.8 64.5 71.0
----- ----- ----- -----
Broadcast Cash Flow(1) $12.0 $14.7 $38.2 $41.8
===== ===== ===== =====
Adjusted EBITDA(2) $10.9 $13.2 $34.8 $37.5
===== ===== ===== =====
</TABLE>
For the 12-month period ended September 30, 2000, on a pro forma same
station basis, before time brokerage fees and excluding a nonrecourse
subsidiary, the Company expects net revenues of $157.3 million, broadcast cash
flow of $59.7 million and Adjusted EBITDA of $54.3 million.
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<TABLE>
<CAPTION>
SAME STATION(3)
PRO FORMA OPERATING RESULTS
---------------------- -----------------------------------------------------------------------------
THREE MONTHS ENDED NINE MONTHS ENDED 12 MONTHS ENDED
(IN MILLIONS) SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
---------------------- ------------------------- -------------------------- -----------------------
1999 2000 1999 2000 2000
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net Revenues $36.4 $39.5 $111.5 $115.9 $157.3
Station Expenses 23.9 24.7 71.5 73.1 97.6
----- ----- ----- ----- ----
Broadcast Cash Flow(1) $12.5 $14.8 $40.0 $42.8 $59.7
===== ===== ===== ===== =====
Adjusted EBITDA(2) $11.5 $13.3 $36.5 $38.5 $54.3
===== ===== ===== ===== =====
</TABLE>
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1. Broadcast cash flow is defined as Adjusted EBITDA plus corporate expenses.
2. Adjusted EBITDA is defined as operating income before financial income as
derived from the consolidated statements of operations plus depreciation
and amortization, amortization of program broadcast rights and noncash
compensation less payments on program broadcast liabilities and net gain on
sale of stations.
3. Same station information includes all 23 stations currently owned by the
Company as if such stations were owned by the Company throughout the
periods without any other pro forma adjustments but excluding time
brokerage fees on the exchange of Santa Maria, CA for Colorado Springs, CO
in 1999 and revenue and expenses of a nonrecourse subsidiary. In December
1999, the Company entered into a definitive Exchange Agreement with WGRC,
Inc. pursuant to which, on March 31, 2000, it exchanged its NBC affiliate
station in Springfield, MA for the NBC affiliate serving Omaha, NE and the
ABC affiliate serving Wichita, KS. In March 2000, the Company completed the
sale of KOSA-TV, its CBS affiliate station in Odessa, TX.
In commenting on the results, Mr. K. James Yager, President of the
Company stated that "Our growth in the third quarter was primarily the result of
better than expected political revenue while other advertising categories
performed in accordance with our plan. Our continued emphasis on strict cost
controls also contributed to the strong performances in the third quarter."
The Company owns 23 network-affiliated television stations in small to
medium-sized markets throughout the United States.
This press release is neither an offer to purchase nor a solicitation of
an offer to sell securities. The offer and solicitation with respect to the
Discount Notes is only made by the tender offer and consent solicitation
documents. The solicitation with respect to the Preferred Stock is only made by
the consent solicitation documents.
This press release contains forward-looking statements that involve
risks and uncertainties. Actual results could differ materially from those
anticipated in these forward-looking statements as
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a result of certain factors, including changes in national and regional
economies, competition in the television business, pricing fluctuations in local
and national advertising, program ratings and changes in programming costs,
among other factors.
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