Attached files
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| EX-99.1 - TERMSHEET - CROWN MEDIA HOLDINGS INC | exhibit.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 or 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
February
9, 2010
Date of
Report (Date of earliest event reported)
CROWN
MEDIA HOLDINGS, INC.
(Exact
name of Registrant as Specified in Charter)
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Delaware
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000-30700
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84-1524410
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(State
or other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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12700
Ventura Boulevard
Studio
City, California 91604
(Address
of Principal Executive Offices)
(818)
755-2400
Registrant’s
telephone number, including area code
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following
provisions:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
8.01
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OTHER
EVENTS
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As
previously disclosed, the Board of Directors of Crown Media Holdings, Inc. (the
“Company”) formed a Special Committee of three independent directors to review
and consider a May 28, 2009 proposal from H C Crown Corp. (“HCC”) regarding a
recapitalization of the amounts owed by the Company to HCC and its affiliates
(the “HCC Debt”). HCC is a wholly-owned subsidiary of Hallmark Cards,
Incorporated. The Special Committee of the Board and HCC have now
approved and executed a Recapitalization Term Sheet, dated February 9, 2010,
which represents non-binding terms of recapitalization transactions for the
Company. These transactions concern the HCC Debt , which was in the
total amount of approximately $1.1 billion at December 31, 2009, and related
matters.
As set
forth in the Recapitalization Term Sheet, the recapitalization transactions
include, among other things, $315 million principal amount of the HCC Debt being
restructured into new debt instruments, $185 million principal amount of the HCC
Debt being converted into convertible preferred stock of the Company and the
balance of the HCC Debt being converted into shares of common stock of Crown,
pari passu with the
existing common stock. The Term Sheet contemplates, among other
things, extension of the automatic termination of the waiver under the existing
Amended and Restated Waiver and Standby Purchase Agreement with Hallmark Cards,
Incorporated and HCC until August 31, 2010; the waiver extends payment dates on
certain HCC Debt. The Recapitalization Term Sheet is attached as an exhibit to
this report.
The
Recapitalization Term
Sheet, in addition to being non-binding, is subject to completion of financial
and other due diligence, the execution of definitive documents, and the
procurement of all requisite consents and approvals. Final
documentation of the transactions may contain terms and provisions that are
different from, or in addition to, the terms and provisions in the
Recapitalization Term Sheet. Further, there is no assurance that the
Company or HCC will accept and execute any final documents for the
recapitalization transactions or consummate the recapitalization
transactions.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS.
A list
showing the exhibit filed herewith is contained on the Exhibit Index, which
immediately precedes such exhibit and is incorporated herein by
reference.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CROWN
MEDIA HOLDINGS, INC.
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(Registrant)
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Date
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February
10, 2010
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By
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/s/
Charles L. Stanford
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Charles
L. Stanford
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Executive
Vice President and General Counsel
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Recapitalization
Term Sheet dated February 9, 2010.
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