Hollinger International Inc. Announces Closing of $300M Senior Note and $310M Credit Facility
New York, New York – Hollinger International Inc. (NYSE:HLR) today announced the closing of the private placement of $300 million of 9% Senior Notes due 2010 of Hollinger International Publishing Inc. (HIPI), one of its subsidiaries. The Notes are guaranteed by Hollinger International Inc.
HIPI received net proceeds of approximately $291.7 million from the sale of the Notes before expenses associated with the offering. The offering of the Notes was not registered under the Securities Act of 1933. The Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
The placement of the Notes closed contemporaneously with the closing of HIPI’s amended $310 million senior secured credit facility with a group of financial institutions arranged by Wachovia Securities, Inc. This facility consists of a $45 million revolving credit facility which matures on September 30, 2008, a $45 million amortizing term loan which matures on September 30, 2008, and a $220 million amortizing term loan which matures on September 30, 2009. Borrowings under the senior credit facility are subject to certain coverage ratios, advance limits and other conditions. Berenson Minella & Company acted as financial advisor to Hollinger on these financings.Hollinger International Inc. intends to use the proceeds from the Notes offering and borrowings under the amended $310 million credit facility, together with available cash on hand, to redeem existing notes of HIPI, to repay all amounts owed by Hollinger International Inc. under its loan agreement with Trilon International Inc., to retire the equity forward purchase agreements (Total Return Equity Swaps) between Hollinger International Inc. and certain Canadian chartered banks, and for general corporate purposes. All of the revolving credit facility will be undrawn at close and will remain available should the need arise.
Conrad Black, Chairman of the Company, commented:
“We are very pleased to have completed our previously announced comprehensive financing initiative, which has significantly simplified the Company’s capital structure. Under our new financing arrangements, we have achieved several important benefits for Hollinger International Inc., including extending the average maturity of the Company’s indebtedness, reducing the Company’s effective borrowing rate, and obtaining more advantageous borrowing terms.A portion of the debt issues will be used to retire fully the balance of the Total Return Equity Swaps. As a result of changes to accounting rules with effect from the fourth quarter of 2000 the company has reported accounting losses, in addition to interest expense, on these instruments. For the full year 2001 these accounting losses amounted to $61.5 million and for the first nine months of the current year, $18.1 million. After the fourth quarter of 2002 those accounting losses will stop. In addition the cancellation of these instruments will reduce the issued and outstanding shares for Earnings per Share purposes by about seven million from 96.1 million issued down to 89.2 million on a fully diluted basis.”
OtherHollinger International Inc. owns English-language newspapers in the United States, United Kingdom, and Israel. Its assets include The Telegraph Group Limited in Britain, the Chicago Sun-Times, the Jerusalem Post, a large number of community newspapers in the Chicago area, a portfolio of new media investments and a variety of other assets.
Cautionary Statement on Forward-Looking Statements
Certain statements made in this release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words “believe”, “anticipate”, “expect”, “estimate”, “project”, “will be”, “will continue”, “will likely result” or similar words or phrases. Forward-looking statements involve risks and uncertainties, which may cause actual results to differ materially from the forward-looking statements. The risks and uncertainties are detailed from time to time in reports filed by Hollinger International with the Securities and Exchange Commission, including in its Forms 10 K and 10 Q. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.