Joint Announcement By CBD Media LLC and Local Insight Media, LLC16 February 2007
CBD Media LLC ("CBD Media") and Local Insight Media, LLC ("Local Insight") today announced the launch of change of control offers to purchase all CBD Media's 8-5/8% Senior Subordinated Notes due 2011 and all the 9-1/4% Senior Notes due 2012 of CBD Media Holdings LLC ("CBD Media Holdings"). On December 12, 2006, Local Insight and CBD Media announced the execution of a definitive agreement to combine their businesses. Under the agreement, 100% of the membership interests of CBD Media Holdings (CBD Media's parent), will be contributed to Local Insight. Upon the consummation of this transaction, Welsh, Carson, Anderson and Stowe (which currently owns Local Insight) will own a majority of Local Insight and Spectrum Equity Investors (which currently indirectly owns approximately 95% of CBD Media Holdings' membership interests) will retain a substantial minority stake in Local Insight. Following the closing, CBD Media will operate as an indirect wholly owned subsidiary of Local Insight. The combination of Local Insight and CBD Media will constitute a change of control under the indentures governing CBD Media's 8-5/8% Senior Subordinated Notes due 2011 and CBD Media Holdings' 9-1/4% Senior Notes due 2012. Under each change of control offer, $1,000 principal amount of notes may be tendered for $1,010 plus accrued and unpaid interest to the date of purchase. The change of control offers are being launched today and will expire at 5:00 p.m. Eastern Standard Time on March 15, 2007. CBD Media and Local Insight also announced that the previously announced process of amending CBD Media's term loan facility has been completed. Under the amendment, the lenders, among other things, consented to waive the change of control provision under the term loan facility. The combination of Local Insight and CBD Media, which is subject to certain closing conditions, is expected to close in the first quarter of 2007. About Local Insight Media, LLC Local Insight Media, LLC, through its subsidiaries, is a leading provider of print directories and Internet-based local search services in Alaska and the Caribbean. Local Insight indirectly owns ACS Media LLC, the largest publisher of print and Internet advertising directories in Alaska. In addition, Local Insight indirectly owns 60% of Axesa Servicios de Informacion, S. en C., which publishes the "official" yellow and white pages directories in Puerto Rico under the PRT brand. Local Insight also indirectly owns Caribe Servicios de Informacion Dominicana, S.A., which publishes the "official" yellow and white pages directories in the Dominican Republic under the Paginas Amarillas brand. Local Insight is a portfolio company of Welsh, Carson, Anderson & Stowe ("WCAS"), which is one of the largest and most successful private equity investment firms in the United States. Since its founding in 1979, WCAS has organized 14 limited partnerships with total capital of over $16 billion. About CBD Media LLC CBD Media LLC is the ninth largest directory publisher in the United States based on 2005 revenues. The Company is the exclusive directory publisher for Cincinnati Bell branded yellow pages in the Cincinnati-Hamilton metropolitan area, which is the 23rd largest metropolitan area in the country. CBD Media was created on March 8, 2002, as the result of the purchase of fourteen yellow page directories by Spectrum Equity Investors, a private equity firm, from Broadwing, now renamed Cincinnati Bell. FORWARD LOOKING STATEMENTS This press release contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause actual results to differ significantly from those projected. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this release. CBD Media's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2005, and its Quarterly Report on Form 10-Q filed for the quarter ended September 30, 2006, include more information about factors that could affect CBD Media's financial results.
Source: prnewswire
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