Salem Launches Tender Offer, New Notes

Launches Tender Offer, New Notes

SALEM COMMUNICATIONS CORP. is making a cash tender offer and consent solicitation for any and all of the $89.655 million aggregate principal amount of 7 3/4% Senior Subordinated Notes due 2010 of its wholly-owned subsidiary SALEM COMMUNICATIONS HOLDING CORP.  The offer will expire at 11:59p ET on DECEMBER 14th unless extended; tenders before NOVEMBER 30th (the consent payment deadline) will get $1,000 per $1,000 principal amount, while those after that date will get $30 less per $1,000 principal amount.

The offer is subject to conditions that include the receipt by SALEM of net proceeds from new debt financings (see below) on terms acceptable to SALEM that, combined with the $27 million cash on hand, will aggregate to an amount sufficient to pay the total consideration for all notes plus all amounts it owes under the current credit facility of SCHC (approximately $231.2 million as of NOVEMBER 13th) with fees.

At the same time, SALEM is offering $300 million aggregate principal amount of Senior Secured Second Lien Notes due 2016 to qualified institutional buyers.  The company intends to use the net proceeds plus borrowings under a new $30 million senior secured credit facility and the $27 million cash on hand to pay off the notes and debts owed under the existing credit facility.

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