UNDERWRITING AGREEMENT
EXHIBIT 1.2
May 24, 2006
Ladies and Gentlemen:
We (the “Representatives”) are acting on behalf of the underwriter or underwriters (including
ourselves) named below (such underwriter or underwriters being herein called the “Underwriters”),
and we understand that Belo Corp., a Delaware corporation (the “Company”), proposes to issue and
sell $250,000,000 aggregate initial offering price of 6.75% Senior Notes due 2013 (the “Debt
Securities”). The Debt Securities are sometimes referred to herein as the “Offered Securities”.
The Debt Securities will be issued pursuant to the provisions of an Indenture dated as of June 1,
1997 (the “Indenture”) between the Company and JPMorgan Chase Bank, N.A., formerly known as The
Chase Manhattan Bank, as trustee (the “Trustee”).
Subject to the terms and conditions set forth or incorporated by reference herein, the Company
hereby agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not
jointly, to purchase from the Company, the respective principal amounts of Debt Securities set
forth below opposite their names at a purchase price of 98.928% of the principal amount of Debt
Securities, plus accrued interest, if any, from May 26, 2006, to the date of payment and delivery:
| Principal Amount of Debt | ||||
| Name | Securities | |||
Banc of America Securities LLC |
$ | 100,000,000 | ||
X.X. Xxxxxx Securities Inc. |
100,000,000 | |||
BNP Paribas Securities Corp. |
10,000,000 | |||
BNY Capital Markets, Inc. |
10,000,000 | |||
Lazard Capital Markets LLC |
10,000,000 | |||
Suntrust Capital Markets, Inc. |
10,000,000 | |||
Daiwa Securities America Inc. |
5,000,000 | |||
Xxxxxx Xxxxxxx Corp. |
5,000,000 | |||
Total |
$ | 250,000,000 | ||
The Underwriters will pay for the Debt Securities upon delivery thereof at Cravath, Swaine &
Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. (New York time) on May 26,
2006 or at such other time, not later than 5:00 p.m. (New York time) on June 2, 2006 as shall be
designated by the Representatives. The time and date of such payment and delivery are hereinafter
referred to as the “Closing Date”.
2
The Debt Securities shall have the terms set forth in the Prospectus dated May 24, 2006, and
the Prospectus Supplement dated May 24, 2006, including the following:
Terms of Debt Securities:
Maturity Date: May 30, 2013
Interest Rate: 6.75%
| Redemption Provisions: | The Offered Securities are redeemable in whole or in part at the option of the Company on a make-whole basis as described in the Prospectus Supplement dated May 24, 2006. | |||
| Interest Payment Dates: | Each May 30 and November 30 | |||
| commencing | ||||
| November 30, 2006 |
Form and Denomination:
|
Book-entry only form represented by one or more global securities deposited with DTC or its designated custodian issuable in denominations of $1,000 and integral multiples thereof. |
All provisions contained in the document entitled Belo Corp. Underwriting Agreement Standard
Provisions (Debt Securities) dated May 24, 2006 (the
“Standard Provisions”), a copy of
which is attached hereto, are herein incorporated by reference in their entirety and shall be
deemed to be a part of this Agreement to the same extent as if such provisions had been set forth
in full herein, except that (i) if any term defined in such document is otherwise defined herein,
the definition set forth herein shall control, (ii) all references in such document to a type of
security that is not an Offered Security shall not be deemed to be a part of this Agreement, (iii)
if the Offered Securities do not include Debt Warrants, then all references in such document to
Debt Warrant Securities shall not be deemed to be a part of this Agreement, and (iv) all references
in such document to a type of agreement that has not been entered into in connection with the
transactions contemplated hereby shall not be deemed to be a part of this Agreement.
For
the purposes of Section 1(a)(xiii), the Applicable Time shall be 5:00 p.m. (Eastern Time) in the date of this Agreement.
For the purposes of Section 7(b), the following information is the only information furnished
to the Company by any Underwriter for use in the Base Prospectus, any preliminary prospectus, any
Issuer Free Writing Prospectus or the Prospectus:
The last paragraph on the cover page of the Prospectus Supplement dated May 24, 2006 and the
third and seventh paragraphs under the heading “Underwriting” in the Prospectus Supplement dated
May 24, 2006.
3
Each Underwriter represents and agrees:
(i) In relation to each Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a Relevant Member State), with effect from and including the date on
which the Prospectus Directive is implemented in that Relevant Member State (the Relevant
Implementation Date) it has not made and will not make an offer of notes to the public in that
Relevant Member State prior to the publication of a prospectus in relation to the notes which has
been approved by the competent authority in that Relevant Member State or, where appropriate,
approved in another Relevant Member State and notified to the competent authority in that Relevant
Member State, all in accordance with the Prospectus Directive, except that it may, with effect from
and including the Relevant Implementation Date, make an offer of notes to the public in that
Relevant Member State at any time:
(a) to legal entities which are authorised or regulated to operate in the financial markets or, if
not so authorised or regulated, whose corporate purpose is solely to invest in securities;
(b) to any legal entity which has two or more of (1) an average of at least 250 employees during
the last financial year; (2) a total balance sheet of more than 443,000,000 and (3) an annual net
turnover of more than 450,000,000, as shown in its last annual or consolidated accounts; or
(c) in any other circumstances which do not require the publication by the Issuer of a prospectus
pursuant to Article 3 of the Prospectus Directive.
For the
purposes of this provision, the expression an “offer of notes to the public” in relation
to any notes in any Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and the notes to be offered so as to enable an
investor to decide to purchase or subscribe the notes, as the same may be varied in that Member
State by any measure implementing the Prospectus Directive in that Member State and the expression
Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in
each Relevant Member State.
(ii) it has only communicated or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the Financial Services and Markets Xxx 0000
(“FSMA”)) received by it in connection
with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA would not,
if the Issuer was not an authorised person, apply to the Issuer; and
(iii) it has complied and will comply with all applicable provisions of the FSMA with respect to
anything done by it in relation to the notes in, from or otherwise involving the United Kingdom.
4
Please confirm your agreement by having an authorized officer sign a copy of this Agreement in
the space set forth below.
| Very truly yours, | ||||
| Banc of America Securities LLC and JPMorgan Securities Inc., acting severally on behalf of themselves and the several Underwriters named herein, | ||||
| by | ||||
| Banc of America Securities LLC, | ||||
| by | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Vice President | |||
Accepted:
by |
/s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Vice President / Treasurer and Tax |
SCHEDULE A
[Form of GDC Opinion and 10b-5 Letter]
SCHEDULE B
Permitted Free Writing Prospectus
Final Term Sheet dated May 24, 2006
SCHEDULE C
FINAL TERM SHEET
Dated: May 24, 2006
Issuer: Belo Corp.
Size: $250,000,000
Maturity: May 30th, 2013
Coupon (Interest Rate): 6.750%
Yield to Maturity: 6.831%
Spread to Benchmark Treasury: 1.85% (+185 basis points)
Benchmark Treasury: 3.625% of 5/15/2013
Benchmark Treasury Price and Yield: 92 – 03; 4.981%
Interest Payment Dates: May 30th and November 30th, commencing November
30th, 2006
Redemption Provision: Make Whole Call + 30 basis points
Price to Public: 99.553% of face amount
Settlement Date: May 26th 2006
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or
any dealer participating in the offering can arrange to send you the prospectus if you request it
by calling 1-800-294-1322 or you may e-mail a request to
xx.xxxxxxxxxx_xxxxxxxxxxxx@xxxxxxxxxxxxxx.xxx .
