SFX Entertainment, Inc. Announces Extension of Consent Solicitation And Modification of Proposed Amendments Relating to Its 9.625% Second Lien Senior Secured Notes Due 2019
SFX Entertainment, Inc. (NASDAQ: SFXE) (“SFX”) announced today that it has
further extended the expiration date of its previously announced consent
solicitation (the “Solicitation”) to a proposed amendment (the “Proposed
Amendment”) to the indenture (the “Indenture”) governing its outstanding
9.625% Second Lien Senior Secured Notes due 2019 (the "Securities"). The
Solicitation will now expire at 5:00 p.m., New York City time, on September 9,
2014, unless further extended (as extended, the “Expiration Time”).
SFX also announced that it has increased the amount it will pay to each holder
of the Securities (the “Holders”) who delivers a valid consent from $2.50 per
$1,000 to $10.00 per $1,000 principal amount of Securities for which such
Holder has validly delivered (and not validly revoked) its consent prior to
the Expiration Time (the “Consent Payment”).
SFX further announced it has modified the Solicitation such that SFX is no
longer seeking to amend the definition of “Consolidated EBITDA” to include in
the calculation of Consolidated EBITDA recoupments SFX expects to receive from
Management Vennootschap BVBA. SFX continues to seek consent to amend the
definition of “Consolidated EBITDA” to include in the calculation of
Consolidated EBITDA incremental contributions to Consolidated EBITDA from
certain marketing agreements entered into after the period for which
Consolidated EBITDA is being calculated and before the relevant date of
Except as provided herein, all other terms, provisions and conditions of the
Solicitation remain unchanged. The full terms and conditions of the
Solicitation are described in SFX's consent solicitation statement (the
“Statement”) and related consent form, each dated August 19, 2014.
SFX's obligation to pay the Consent Payment is conditioned upon, among other
things, receipt of consents from the Holders of not less than a majority in
aggregate principal amount of the Securities outstanding as of the record
date. SFX will pay the Consent Payment promptly following the Expiration Time,
subject to the satisfaction or waiver of all of the conditions in the
Statement. Holders of Securities who do not deliver their consent (or validly
revoke their consent) will not receive the Consent Payment, even though the
Proposed Amendment, if approved, will bind all holders of the Securities and
their transferees. Consents may be revoked at any time prior to the time at
which the Proposed Amendment becomes effective.
This press release does not constitute a solicitation of consents. Any
solicitation of consents will be made pursuant to the terms of the Statement.
No solicitation is being made in any jurisdiction in which such a solicitation
would be unlawful.
SFX has engaged Barclays Capital Inc. (“Barclays”) to act as solicitation
agent for the Solicitation and MacKenzie Partners, Inc. to act as tabulation
and information agent for the Solicitation. Persons with questions regarding
the Solicitation should contact Barclays at (800) 438-3242 or (212) 528-7581.
Requests for documents may be directed to MacKenzie Partners, Inc. at (800)
322-2885 or (212) 929-5500.
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