Salem Media Group Announces Closing of Refinancing of $112.8 Million of Senior Secured Notes Due 2024 With 7.125% Senior Secured Notes Due 2028
September 13 2021 - 4:14PM
Business Wire
Salem Media Group, Inc. (NASDAQ: SALM) Salem Media Group, Inc.
(NASDAQ: SALM) today announced that it has closed the refinancing
(the “Refinancing”) of $112.8 million of its senior secured notes
due 2024 (the “2024 Notes”) by way of exchange and/or sale and
purchase of $112.8 of such 2024 Notes into $114.7 (reflecting a
call premium of 1.688%) of newly issued 7.125% Senior Secured Notes
due 2028 (the “2028 Notes”). After the Refinancing, only $103.5
million of the 2024 Notes remain outstanding. Contemporaneously
with the Refinancing, Salem has obtained commitments from the
holders of the 2028 Notes to purchase up to $50 million in
additional 2028 Notes, contingent upon Salem satisfying certain
performance benchmarks, the proceeds of which are to be used
exclusively to repurchase or repay 2024 Notes. Salem believes that
the extended maturity of the 2028 Notes, the ability under the
indenture governing the 2028 Notes to use certain asset sale
proceeds and casualty loss proceeds to repurchase or repay the 2024
Notes, and the commitments to purchase up to $50 million in
additional 2028 Notes, as well as certain other features of the
Refinancing, all contribute to the ability of Salem to pay the
remaining 2024 Notes in full prior to or at maturity.
“With this refinancing and our expected future free cash flow
generation, we believe Salem has a clear path to ultimately push
out all of the rest of our outstanding debt maturities. It also
provides flexibility to opportunistically invest in our business,”
states Edward G. Atsinger III, Chief Executive Officer of
Salem.
The 2028 Notes and the related guarantees were exchanged and
sold to certain holders of the 2024 Notes, whom Salem believes to
be qualified institutional buyers, in a private placement. The 2028
Notes and the related guarantees have not been and will not be
registered under the Securities Act or the securities laws of any
other jurisdiction and may not be offered or sold in the United
States or to U.S. persons absent registration or an applicable
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act or any state
securities laws. This press release shall not constitute an offer
to sell, or the solicitation of an offer to buy, any securities and
shall not constitute an offer, solicitation or sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful. Nothing in this press release should be construed as a
notice of redemption or repurchase of any 2024 Notes.
FORWARD LOOKING
STATEMENTS:
Statements used in this press release that relate to future
plans, events, financial results, prospects or performance,
including statements regarding any prospective or anticipated
refinancing, repurchase or redemption of 2024 Notes, are
forward-looking statements as defined under the Private Securities
Litigation Reform Act of 1995. While they are based on the current
expectations and beliefs of management, they are subject to a
number of uncertainties and assumptions that could cause actual
results to differ from the expectations expressed in this release.
Reference is made to a more complete discussion of forward-looking
statements and applicable risks contained under the captions “Note
Regarding Forward-Looking Statements” and “Risk Factors” in our
Annual and Quarterly Reports on Forms 10-K and 10-Q, as applicable,
and our other filings and submissions with the Securities and
Exchange Commission, all of which are available free of charge on
the SEC’s website at www.sec.gov. Readers are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date hereof.
Except as required by law, we undertake no obligation to update
or revise any forward-looking statements to reflect new
information, changed circumstances or unanticipated events.
ABOUT SALEM MEDIA
GROUP:
Salem Media Group is America’s leading multimedia company
specializing in Christian and conservative content, with media
properties comprising radio, digital media and book and newsletter
publishing. Each day Salem serves a loyal and dedicated audience of
listeners and readers numbering in the millions nationally. With
its unique programming focus, Salem provides compelling content,
fresh commentary and relevant information from some of the most
respected figures across the Christian and conservative media
landscape. Learn more about Salem Media Group, Inc. at
www.salemmedia.com, Facebook and Twitter.
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version on businesswire.com: https://www.businesswire.com/news/home/20210913005630/en/
Evan D. Masyr Executive Vice President & Chief Financial
Officer (805) 384-4512 Evan@SalemMedia.com
Salem Media (NASDAQ:SALM)
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