Exhibit 1.2 - Terms Agreement
MEDIA GENERAL, INC.
(a Virginia corporation)
AND THE GUARANTORS NAMED HEREIN
Senior Debt Securities
TERMS AGREEMENT
---------------
August 23, 2001
To: Media General, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Ladies and Gentlemen:
We understand that Media General, Inc., a Virginia corporation (the
"Company"), proposes to issue and sell $200,000,000 aggregate principal amount
of the Company's 6.95% Notes due September 1, 2006 (the "Notes"). Subject to the
terms of the Indenture, such securities will be fully and unconditionally
guaranteed as to payment of principal, premium (if any) and interest (the
"Guarantees," and together with the Notes, the "Underwritten Securities") by the
Initial Guarantors. Subject to the terms and conditions set forth or
incorporated by reference herein, the underwriters named below (the
"Underwriters") offer to purchase, severally and not jointly, the respective
aggregate principal amount of the Notes set forth below opposite their names at
the purchase price set forth below.
Underwriter Principal Amount of Notes
----------- -------------------------
Banc of America Securities LLC....................... $ 80,000,000
Dresdner Kleinwort Xxxxxxxxxxx - Grantchester, Inc. . 20,000,000
Fleet Securities, Inc................................ 20,000,000
Mizuho International plc............................. 20,000,000
Scotia Capital (USA) Inc............................. 20,000,000
SunTrust Capital Markets, Inc........................ 20,000,000
Wachovia Securities, Inc............................. 20,000,000
------------
Total...................................... $200,000,000
============
The Underwritten Securities shall have the following terms:
Title: 6.95% Notes due September 1, 2006
Rank: The Notes will be senior unsecured
obligations and will rank equally with
each other and with all of our other
senior unsecured indebtedness.
Guaranteed: Yes.
Ratings: Xxxxx'x: Baa3; S&P: BB+
Aggregate principal amount: $200,000,000
Denominations: $1,000 and integral multiples of $1,000 in
excess thereof.
Interest rate or formula: 6.95% per annum
Interest payment dates: March 1/st/ and September 1/st/ of each
year, commencing March 1, 2002.
Regular record dates: February 15/th/ and August 15/th/
Stated maturity date: September 1, 2006
Redemption provisions: The Notes are redeemable at any time at
the option of the Company, in whole or in
part, at a redemption price equal to the
greater of (i) 100% of the aggregate
principal amount of the Notes being
redeemed and (ii) the make-whole amount,
if any, plus, in each case, unpaid
interest on the aggregate principal amount
of the Notes being redeemed accrued to the
date of redemption.
Sinking fund requirements: None.
Defeasance provisions: The defeasance provisions set forth in the
Indenture are applicable.
Conversion provisions: None.
Listing requirements: None.
Black-out provisions: None.
Initial public offering price: 99.941% of the principal amount, plus
accrued interest, if any, from August 28,
2001.
Purchase price: 99.191% of the principal amount, plus
accrued interest, if any, from August 28,
2001.
Form: Global Note through the facilities of the
Depository Trust Company.
Closing date and location: August 28, 2001 at 9:00 A.M. the offices
of:
McGuireWoods LLP
One Xxxxx Center
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
All of the provisions contained in the document attached as Annex I hereto
entitled "Media General, Inc.-- Debt Securities--Underwriting Agreement" are
hereby incorporated by reference in their entirety herein and shall be deemed to
be a part of this Terms Agreement to the same extent as if such provisions had
been set forth in full herein. Terms defined in such document are used herein as
therein defined.
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Please accept this offer no later than 4:30 P.M. (New York City time) on
August 23, 2001 by signing a copy of this Terms Agreement in the space set forth
below and returning the signed copy to us.
Very truly yours,
BANC OF AMERICA SECURITIES LLC
DRESDNER KLEINWORT XXXXXXXXXXX - GRANTCHESTER, INC.
FLEET SECURITIES, INC.
MIZUHO INTERNATIONAL, PLC
SCOTIA CAPITAL (USA) INC.
SUNTRUST CAPITAL MARKETS, INC.
WACHOVIA SECURITIES, INC.
By: BANC OF AMERICA SECURITIES LLC
By: /s/ Xxxx Xxxxx
Authorized Signatory
Acting on behalf of itself and the other named Underwriters.
Accepted:
MEDIA GENERAL, INC.,
as Issuer
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Treasurer
MEDIA GENERAL FINANCIAL SERVICES, INC.,
as Guarantor
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Treasurer
MEDIA GENERAL COMMUNICATIONS, INC.,
as Guarantor
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Treasurer
MG BROADCASTING OF BIRMINGHAM
HOLDINGS, LLC,
as Guarantor
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Treasurer
MEDIA GENERAL OPERATIONS, INC.,
as Guarantor
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Treasurer
THE TRIBUNE COMPANY HOLDINGS, INC.,
as Guarantor
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Treasurer
MEDIA GENERAL BROADCASTING
OF SOUTH CAROLINA HOLDINGS, INC.,
as Guarantor
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Treasurer
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MG BROADCASTING OF BIRMINGHAM II,
LLC,
as Guarantor
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Treasurer
PROFESSIONAL COMMUNICATIONS
SYSTEMS, INC.,
as Guarantor
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Treasurer
NES II, INC.,
as Guarantor
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: President and Treasurer
VIRGINIA PAPER MANUFACTURING CORP.,
as Guarantor
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Treasurer
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