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Non-Tech : SATH - Shop At Home

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To: christopher who started this subject11/13/2000 2:14:49 PM
From: Paul Lee   of 1329
 
Shop At Home Completes Steps to Improve Its Capital Structure; Definitive Agreement Signed On Houston TV Station; Shop At Home Engages ING Barings as Advisor


NASHVILLE, Tenn.--(BUSINESS WIRE)--Nov. 13, 2000--Shop At Home, Inc. (Nasdaq:SATH), an electronic commerce leader in both the broadcast and Internet channels, today announced the completion of several steps in its plan to improve the Company's capital structure and redeem its Series B convertible preferred stock. Shop At Home's restructuring initiatives, announced earlier this year, include the repayment of debt, divestiture of certain television assets and the redemption of its preferred stock.

Shop At Home, Inc. and Liberman Broadcasting Company signed the definitive and final agreement to sell Shop At Home 's Houston television station, KZJL, Channel 61, for $57 million in cash at closing. Liberman has deposited an additional $3 Million into escrow pending closing. The parties expect the closing to occur by the end of this year or early next year depending upon the date of the expected FCC approval of the transfer of the Station's FCC license to Liberman Broadcasting. Shop At Home originally announced the letter agreement and intent to sell KZJL-Houston in October and the parties entered the final and definitive agreement following Liberman's successful completion of its due diligence on the station. Under the agreement reached, Shop At Home will be entitled to any net compensation received by Liberman Broadcasting for the station's valuable Channel 59-69 rights in the event of an early migration from the 700 MHz spectrum.

Shop At Home president and CEO, Kent Lillie said, "We are pleased that a definitive and final agreement for the sale of our Houston Station was reached in such a smooth and timely manner. We fully anticipate closing the sale of KZJL-Houston by the end of March 2001. This final agreement underscores the Company's commitment to maximize shareholder value through our capital restructuring efforts."

Shop At Home further announced that the buyer of the Bridgeport-WSAH televisi-n station, Azteca America, has defaulted on the terms of the Letter of Agreement, which was entered into on September 22, 2000. The Company does not anticipate a final agreement will be reached with Azteca America. The Company also believes that it is entitled to the $500,000 that Azteca deposited into an escrow account to ensure its compliance with the Letter Agreement. Shop At Home plans to continue its search for an appropriate buyer for WSAH, which serves part of the New York Metropolitan area.

Mr. Lillie added, "While we are disappointed that the Bridgeport Station sale remains incomplete, we believe our remaining five television stations represent a solid asset base and provide tremendous leveraging opportunities."

"The ability to generate attractive returns on invested capital will be a primary factor in assessing any future opportunities for the Company, including the continued evaluation and possible divestiture of one or more of our remaining television assets."

The Company has also engaged ING Barings, LLC to provide advisory and investment banking services regarding its capital structure. ING Barings is a corporate and investment banking arm of ING Group. It provides an extensive range of financial products and services to corporate end institutional clients around the world through a network of 89 offices in 49 countries.
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