- Amended Report of Foreign Issuer (6-K/A)
23 Octubre 2008 - 10:42AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K/A
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 23, 2008
Commission File Number: 001-33328
XINHUA FINANCE MEDIA LIMITED
(Translation of registrants name into English)
2201, Tower D, Central International Trade Center,
6A Jian Wai Avenue, Chaoyang District,
Beijing 100022, Peoples Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F
þ
Form 40-F
o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
o
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
o
No
þ
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82-
N/A
EXPLANATORY NOTE
Xinhua Finance Media Limited is furnishing this report on Form 6-K/A to correct the
description of the calculation of the premium of the conversion price contained in the press
release attached as Exhibit 99.1 to its report on Form 6-K dated October 22, 2008.
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XINHUA FINANCE MEDIA LIMITED
FORM
6-K/A
TABLE OF CONTENTS
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SIGNATURE
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, thereunto duly authorized.
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XINHUA FINANCE MEDIA LIMITED
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By:
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/s/ Fredy Bush
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Name:
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Fredy Bush
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Title:
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Chief Executive Officer
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Date: October 23, 2008
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Exhibit 99.1
For immediate release
Funds Managed by Patriarch Partners increase investment in XFMedia
XFMedia to use extra funding to build sports and TV broadcasting business in China
BEIJING, October 22, 2008
XFMedia (NASDAQ: XFML), a leading media group in China, announced
today that it has entered into a secured convertible loan facility for up to $80 million with
affiliates of Patriarch Partners LLC (Patriarch), a global investment firm based in New York and
currently the second largest shareholder of XFMedia.
Ms. Fredy Bush, CEO and Chairman of XFMedia, said the funds will be used to finance XFMedias
expansion in its broadcast business, with a focus on sports. The money will be drawn down only as
needed, and will be used to pay for the already identified acquisitions as they are brought in.
We are very fortunate to be able to secure a facility for up to $80 million from our long-term
seed investor Patriarch. This will allow us to continue pursuing our vision and taking advantage
of the opportunities we are seeing in China, said Ms. Bush.
The broadcast area in China, and particularly sports, is a high margin business with significant
growth potential. We are in a unique position to take advantage of that, Ms. Bush added. We are
delighted that Patriarch shares our vision and provides its continued support. The increased
investment as well as its higher-than-market conversion price is a vote of confidence in both the
fundamentals and future prospects of our Company.
Lynn Tilton, CEO of Patriarch said, As a major shareholder of XFMedia, we are impressed with the
fundamentals of the company and the consistent growth in earnings since last years initial public
offering. We believe the acquisitions and opportunities that management has identified will foster
continued growth. We are especially excited about the new sports based strategy that we believe
creates great synergistic potential for the entire platform and which we hope will be inelastic to
the current economic turmoil.
Page 1 of 3
The facility is for a term of four years, and is secured by a pledge of certain television assets
of XFMedia. Amounts outstanding are convertible into XFMedia shares after one year at a conversion
price of $2.24 per American Depository Share (ADS) which represents a 100% premium to the 5-day
trailing volume weighted average closing price of $1.12 per ADS as of Monday, 20 October. The
conversion price will be increased to $2.74 per ADS after the second year, and to $3.24 per ADS
after the third year that the facility is outstanding.
End
Page 2 of 3
For more information:
Media Contact
Joy Tsang, XFMedia, +86 21 6113 5999,
joy.tsang@xfmedia.cn
Lindsay Koval, AGG International, +1 212 614 4170,
lindsay@aggintl.com
IR Contact
Edward Liu, XFMedia, +86 21 6113 5978,
edward.liu@xfmedia.cn
Howard Gostfrand, American Capital Ventures, +1 305-918-7000, toll free +1 877 918 0774,
info@amcapventures.com
About XFMedia
Xinhua Finance Media (XFMedia; NASDAQ: XFML) is a leading media group in China with nationwide
access to the upwardly mobile demographic. Through its synergistic business groups, Broadcast,
Print and Advertising, XFMedia offers a total solution empowering clients at every stage of the
media process and connecting them with their target audience. Its unique platform covers a wide
range of media assets, including television, radio, newspaper, magazine, outdoor, online and other
media assets.
Headquartered in Beijing, the company has offices and affiliates in major cities of China including
Beijing, Shanghai, Guangzhou, Shenzhen and Hong Kong. For more information, please visit
www.xfmedia.cn
.
About Patriarch Partners LLC
Patriarch Partners LLC is a global investment firm based in New York that manages funds with over
$6 billion of equity and secured loan assets, including equity investments in 65 companies and
controlling interests in approximately two-thirds of these. For more information, please visit
www.patriarchpartners.com
.
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the safe
harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as will, expects,
anticipates, future, intends, plans, believes, estimates, ''confident and similar
statements. Among other things, quotations from management in this announcement contain
forward-looking statements. Statements that are not historical facts, including statements about
XFMedias beliefs and expectations are forward-looking statements. Forward-looking statements
involve inherent risks and uncertainties that could cause actual results to differ materially from
those contained in any forward-looking statements. Potential risks and uncertainties include, but
are not limited to, risks outlined in XFMedias filings with the U.S. Securities and Exchange
Commission, including its annual report on Form 20-F. All information provided in this press
release is as of the date hereof, and XFMedia undertakes no duty to update such information, except
as required under applicable law.
Page 3 of 3
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