ValueVision Media Inc fka VVTV

[abnpayne]

ShopNBC Announces Agreement to Restructure GE Preferred Stock
Wednesday February 25, 4:01 pm ET
Company Approves Stock Buyback

http://biz.yahoo.com/iw/090225/0477404.html

MINNEAPOLIS, MN--(MARKET WIRE)--Feb 25, 2009 -- ShopNBC (NasdaqGM:VVTV - News), the premium lifestyle brand in electronic retailing, today announced an agreement with GE to restructure and extend its $44.3 million payment obligation under the Series A Redeemable Convertible Preferred Stock, currently held by GE and scheduled to mature in the spring of 2009.

As part of the agreement, GE agreed to exchange all of its Series A Redeemable Convertible Preferred Stock for the following:


-- An upfront cash payment of $3.4 million;
-- 4.9 million shares of a new series of non-convertible redeemable
preferred stock with a redemption amount of $40.9 million and a 12%
dividend rate, payable in 2013 and 2014;
-- Repayment of the preferred stock is scheduled for 30% in 2013 and the
remainder in 2014 with accelerated payments possible only if ShopNBC
generates excess cash above agreed upon thresholds; and
-- Warrants to purchase 6 million shares of the company's common stock at
$0.75 per share.

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"We are very pleased to have reached an agreement to extend our payment obligation by five years," said John Buck, ShopNBC's Chairman of the Board. "This transaction gives us the necessary time, flexibility, and financial resources to execute the turnaround of our business."

The company also announced its board of directors authorized a common stock buyback of up to $1.5 million over the next 12 months. The timing and amount of any repurchases will be determined by management based on an evaluation of market conditions and other factors. The buyback will be funded through existing cash balances.

About ShopNBC

ShopNBC is a multi-channel electronic retailer operating with a premium lifestyle brand. The shopping network reaches 72 million homes in the United States via cable affiliates and satellite: DISH Network channels 134 and 228 and DIRECTV channel 316. www.ShopNBC.com is recognized as a top e-commerce site. ShopNBC is owned and operated by ValueVision Media (NasdaqGM:VVTV - News). For more information, please visit www.ShopNBC.com/IR.