Penthouse Reaches Definitive Agreement with Holders of a Majority of General Media Senior Secured Notes and Preferred Stock
09 4월 2004 - 2:05AM
PR Newswire (US)
Penthouse Reaches Definitive Agreement with Holders of a Majority
of General Media Senior Secured Notes and Preferred Stock NEW YORK,
April 8 /PRNewswire-FirstCall/ -- Penthouse International (OTC
Bulletin Board: PHSL), a diversified holding company with operating
subsidiaries in adult entertainment, Internet transaction
processing and real estate, announced today that on March 31, 2004,
Penthouse and Dr. Luis Enrique Fernando Molina, its principal
stockholder, have entered into an agreement to acquire 75% of the
outstanding Class A preferred stock of General Media, Inc., a 99.5%
owned subsidiary of Penthouse. Closing of the purchase of the
General Media preferred stock is scheduled to occur on or before
April 15, 2004. General Media and its subsidiaries are currently
debtors in a bankruptcy case pending in the United States
Bankruptcy Court for the Southern District of New York. On March 3,
2004, Penthouse filed its proposed first amended and restated plan
of reorganization to be financed primarily through senior debt
financing from affiliates of Post Advisory Group and equity
financing to be provided by Dr. Molina or his affiliates. The
holders of the General Media preferred stock, who also own
approximately 89% of theapproximately $46.0 million outstanding
amount of General Media 15% senior secured notes due 2004, had
originally objected to the Penthouse plan, and proposed a competing
plan of reorganization that, if confirmed by the Bankruptcy Court,
would have caused Penthouse to lose ownership of General Media.
Under the terms of the March 31 agreement, Dr. Molina and Penthouse
have agreed to purchase the General Media preferred stock from the
sellers for approximately $10.25 million, payable on March 31,
2008under an 8% increasing rate note given by Dr. Molina and
guaranteed by Penthouse. The note is secured by a pledge of the
Series C convertible preferred stock of Penthouse held by an
affiliate of Dr. Molina. Under the terms of the agreement, the
sellersand their affiliates, including Marc Bell, have agreed to
waive all objections to and support the Penthouse proposed plan of
reorganization and withdraw their competing plan. Claude Bertin,
Executive Vice President of Penthouse said, "This transaction paves
the way and significantly enhances the ability of Penthouse and Dr.
Molina to obtain confirmation of our plan of reorganization, which
we believe will benefit all classes of creditors of General Media."
General Media and its subsidiaries are a brand-driven global
entertainment business founded in 1965 by Robert C. Guccione.
General Media's flagship PENTHOUSE brand is one of the most
recognized consumer brands in the world and is widely identified
with premium entertainment for adult audiences.General Media caters
to men's interests through various trademarked publications,
movies, the Internet, location-based live entertainment clubs and
consumer product licenses. General Media licenses the PENTHOUSE
trademarks to third parties worldwide inexchange for recurring
royalty payments. In addition, on March 22, 2004, Penthouse
acquired Internet Billing Company, LLC. iBill is a leading
e-commerce company focused on enabling businesses to market and
sell their products over the Internet, including online
subscriptions. iBill also manages all back-office functions
including reporting, tracking, customer service and sales
transactions. Its services are powered by technology that
integrates online payment processing, fraud control, affiliate
management and financial reporting and tracking. Over the last five
years, iBill has successfully processed over $2.0 billion in online
subscriptions representing tens of millions of consumer
transactions. iBill was acquired from Intercept, Inc.
(NASDAQ:ICPTNASDAQ:-NASDAQ:News), which divested of the iBill
division as part of a plan to focus on its core business of
outsourced technology solutions to community banks. Safe Harbor:
This release contains statements relating to future results of the
Company (including certain projections and business trends) that
are "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. This release contains
statements relating to future results of the Company (including
certain projections and business trends) that are "forward-looking
statements" as defined in the Private Securities Litigation Reform
Act of 1995. Actual results may differ materially from those
projected as a result of certain risks and uncertainties,
including, but not limited to, the fact that no assurances can be
given that the First Amended Plan of Reorganization will be
confirmed, or that it will enhance the Company's competitive
position, as well as other risks and uncertainties detailed from
time to time in the filings of the Company with the Securities and
Exchange Commission. On August 12, 2003, General Media and its
direct and indirect subsidiaries (the Debtors) filed voluntary
petitions for relief under Chapter 11 of Title 11 of the United
StatesCode in the United States Bankruptcy Court for the Southern
District of New York. Penthouse International, Inc. owns 99.5% of
the capital stock of General Media. Penthouse did not file for
protection under the Bankruptcy Code and its activities are
notsubject to Bankruptcy Court supervision. For additional
information, reference is made to publicly available documents
filed with the bankruptcy court to determine the most current
status of all matters related to the bankruptcy case of General
Media. The website of the Bankruptcy Court is
http://www.nysb.uscourts.gov/. For More Information, Contact:
Investor Relations Services, Inc., New Smyrna Beach, FL Tom Biggs,
386-409-0200 Or Media: Penthouse International, New York; Claude
Bertin, 212-702-6000 Or Additional Contact: Gary Geraci, OTC
Financial Network, 781-444-6100 ext. 629, . DATASOURCE: Penthouse
International CONTACT: Tom Biggs of Investor Relations Services,
Inc., +1-386-409-0200; or Claude Bertin of Penthouse International,
+1-212-702-6000; or Gary Geraci of OTC Financial Network,
+1-781-444-6100 ext. 629,
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