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Crown Media Holdings, Inc. (“Crown Media”) announced today that it has commenced a registered exchange offer to exchange any and all of its $300,000,000 aggregate principal amount of 10.5% Senior Secured Notes due 2019 that were issued in a private placement (the "Original Notes") for an equal principal amount of its 10.5% Senior Secured Notes due 2019 that have been registered under the Securities Act of 1933, as amended (the "Exchange Notes").
The exchange offer is being made to satisfy Crown Media’s obligations under a registration rights agreement entered into on July 14, 2011 in connection with the issuance of the Original Notes, and does not represent a new financing transaction. Crown Media will not receive any further proceeds from the exchange offer.
The terms of the Exchange Notes are substantially identical to the terms of the Original Notes, except that certain transfer restrictions, registration rights and additional interest provisions do not apply to the Exchange Notes. Original Notes that are not exchanged in the exchange offer will continue to be subject to the existing transfer restrictions, and Crown Media will generally have no further obligation to provide for the registration of those notes under the Securities Act of 1933, as amended.
The exchange offer will expire at 5:00 p.m., New York City time, on November 3, 2011, unless extended by Crown Media. Tenders of Original Notes must be validly made at or prior to the expiration time and may be withdrawn at any time prior to the expiration time.
The terms of the exchange offer are set forth in a prospectus dated October 5, 2011 and the related letter of transmittal. Requests for assistance or for copies of documents related to the exchange offer, including the prospectus and the letter of transmittal, should be directed to the exchange agent, Bank of New York Mellon Corporation Corporate Trust—Reorganization Unit at (212) 815-5920.