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

Date of Report (Date of earliest event reported): December 2127, 2012

LBI MEDIA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		333-110122		05-0584918
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Delaware

1845 West Empire Avenue Burbank, California		91504
(Address of principal executive offices)		(Zip Code)

(State or other jurisdiction of incorporation)


333-110122		05-0584918
(Commission File Number)		(IRS Employer Identification No.)

1845 West Empire Avenue Burbank, California		91504
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (818) 563-5722

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 1 7.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement.~~ Disclosure

AsOn ~~previously~~December 27, ~~announced~~2012, LBI Media Holdings, Inc. (“Holdings”), ~~LBI~~Liberman ~~Media~~Broadcasting, Inc., athe ~~wholly-owned subsidiary~~direct parent of Holdings (“~~Media~~Parent”), and ~~Liberman~~LBI ~~Broadcasting~~Media, Inc., ~~the~~a wholly-owned direct ~~parent~~subsidiary of Holdings (“~~Parent~~Media” and together with ~~Media~~Holdings and ~~Holdings~~Parent, the “Companies”), ~~have~~issued ~~commenced~~a ~~private~~press ~~exchange offers~~release ~~(the~~announcing ~~“Exchange Offers”) with respect to Media’s 8 1/2% senior subordinated notes due 2017 (~~the ~~“Old~~final ~~Senior~~results ~~Subordinated Notes”) and Holdings’ 11% senior discount notes due 2013 (the “Discount Notes”, and together with the Old Senior Subordinated Notes, the “Old Notes”) and solicitation~~ of ~~consents~~their ~~with respect to the Old Notes (the “Old Notes Consent Solicitation”), which is set to expire on December 26, 2012. Concurrently with the Exchange Offers and as~~ previously announced, ~~Media~~private isexchange ~~also soliciting consents from holders of Media’s 9 1/4% Senior Secured Notes due 2019~~ offers (the “~~First~~Exchange ~~Priority Senior Secured Notes~~Offers”) to ~~certain~~exchange: amendments to the indenture governing the First Priority Senior Secured Notes (the “First Priority Senior Secured Notes Consent Solicitation,” and together with the Old Notes Consent Solicitation, the “Consent Solicitations”), which is also set to expire on December 26, 2012.

~~The Exchange Offers for the Old Notes and the Consent Solicitations are conditioned on obtaining the consent of the lenders of~~ (a) ~~majority of~~up ~~the~~to ~~loans,~~100% ~~commitments and letters~~ of ~~credit exposure under~~ Media’s ~~Amended~~outstanding ~~and~~8 ~~Restated~~1/2% ~~Credit~~Senior ~~Agreement,~~Subordinated ~~dated~~Notes asdue of2017 ~~March 18, 2011, by and among Media, the guarantors party thereto, the lenders party thereto, Credit Suisse Securities~~ (~~USA) LLC, as lead arranger, Credit Suisse AG, Cayman Islands Branch, as collateral trustee, and Credit Suisse AG, Cayman Islands Branch, as administrative agent (~~the “~~Credit~~Old ~~Agreement”)~~Senior toSubordinated ~~certain amendments to the Credit Agreement. On December 21~~Notes”), ~~2012, the Company received the consent~~ of ~~the~~which ~~lenders~~approximately ~~of a majority of the loans, commitments and letters of credit exposure under the Credit Agreement to certain amendments to the Credit Agreement, including amendments to permit the Exchange Offers~~$228.8 ~~The~~million ~~amendments~~in ~~will~~aggregate ~~only~~principal ~~become~~amount ~~effective~~is ifcurrently ~~the Exchange Offers are consummated. Such amendments will include~~outstanding, ~~among~~in ~~other~~exchange ~~things,~~for ~~modifications~~Media’s tonew ~~the~~11 ~~covenants~~1/2%/13 to1/2% ~~permit~~PIK ~~the~~toggle ~~Exchange~~second ~~Offers.~~priority ~~The amendments~~secured ~~will~~subordinated ~~also~~notes ~~make~~due ~~certain~~2020 ~~changes to~~ (the ~~covenant~~“Second ~~package and events of default which conform to certain of the modifications that will be made to the indenture governing the First~~ Priority ~~Senior~~ Secured ~~Notes~~Subordinated ~~as part of the First Priority Senior Secured~~ Notes”) ~~Consent~~and ~~Solicitation,~~warrants ~~such~~to aspurchase ~~adding~~shares ~~certain~~of ~~real property collateral as security for the Credit Agreement, modifying provisions related to Media~~Parent’s ~~subsidiary,~~Class ~~Empire~~A ~~Burbank,~~common ~~LLC~~stock, ~~and~~par ~~modifying~~value ~~the debt, lien, investment and restricted payment negative covenants~~$0.001 ~~Additional changes to~~ (the ~~Credit~~“Warrants”); Agreement will also be effectuated by the amendments including a reduction in the required revolving facility leverage ratio from 3.50: 1.00 to 3.00 to 1.00, reductions in debt, lien, investment, asset sale and ~~restricted payment baskets the addition of certain restrictions related to permitted acquisitions and certain modifications to the events of default.~~

As(b) aup ~~result~~to 100% of ~~entering~~Holdings’ ~~into~~outstanding ~~these~~11% ~~amendments~~senior todiscount ~~the~~notes ~~Credit~~due ~~Agreement~~2013 ~~and~~ (the ~~previously~~“Discount ~~disclosed~~Notes” ~~support~~and, ~~agreements~~together with ~~various holders of~~ the Old Senior Subordinated Notes, the ~~Discount~~“Old Notes”) ~~and~~of ~~the~~Holdings, ~~First~~of ~~Priority~~which ~~Senior~~approximately ~~Secured~~$41.8 ~~Notes,~~million ~~the~~in ~~Companies~~aggregate ~~expect~~principal ~~that~~amount ~~all~~at ~~conditions~~maturity tois ~~the~~currently ~~Exchange~~outstanding ~~Offers~~(excluding ~~and~~approximately ~~Consent~~$26.6 ~~Solicitations~~million ~~will~~aggregate beprincipal ~~satisfied~~amount ~~and~~of ~~that~~Discount ~~they~~Notes ~~will~~held ~~not~~by ~~extend the~~Holdings), ~~Exchange~~in ~~Offers~~exchange ~~beyond~~for ~~their~~either ~~current~~(i) ~~expiration~~Second ~~date~~Priority ofSecured ~~5p.m.~~Subordinated Notes, ~~New~~or ~~York~~(ii) ~~City~~Holdings’ ~~time,~~new on11% ~~December 26~~senior notes due 2017 (the “Holdings Notes” and together with the Second Priority Secured Subordinated Notes, ~~2012.~~the “New Notes”).

~~The~~According ~~foregoing~~to ~~description~~information ofprovided by D.F. King & Co., Inc. (“D.F. King”), the ~~amendment~~exchange toagent for the ~~Credit~~Exchange ~~Agreement~~Offers, isas ~~qualified~~of by5:00 ~~reference~~p.m., New York City time, on December 26, 2012 (the “Expiration Date”), (i) approximately $174.6 million, or to76.3%, of the ~~full~~outstanding ~~text~~principal amount of ~~amendment~~Old toSenior Subordinated Notes had been validly tendered and not withdrawn in exchange for Second Priority Secured Subordinated Notes and Warrants and (ii) approximately $30.9 million, or 73.8%, of the ~~Credit~~outstanding ~~Agreement~~principal amount of Discount Notes not held by Holdings had been validly tendered and not withdrawn, of which isapproximately ~~attached~~$10.2 asmillion ~~Exhibit~~had 10been validly tendered in exchange for Second Priority Secured Subordinated Notes and approximately $20.7 million had been validly tendered in exchange for Holdings Notes. Based on the principal amount of Old Notes validly tendered, not withdrawn and accepted, approximately $115.2 million aggregate principal amount of Second Priority Secured Subordinated Notes, $21.1 million aggregate principal amount of Holdings Notes and 106.1559 Warrants (assuming each holder of validly tendered and not withdrawn Old Senior Subordinated Note returns a properly completed beneficial ownership information form to ~~this~~D.F. ~~Report~~King) onwill ~~Form~~be ~~8-K~~issued in exchange for such Old Notes, as applicable.

~~The~~In addition, the Companies have ~~prior~~received ~~amendment~~the requisite consents for the proposed amendments to the ~~Credit~~indentures ~~Agreement~~governing ~~that~~the ~~was~~Old ~~previously~~Senior ~~announced~~Subordinated inNotes ~~Holdings’~~and ~~Form~~the ~~8-K~~Discount ~~filed~~Notes (the “Consent Solicitations”). The Exchange Offers and the Consent Solicitations expired at 5:00 p.m., New York City time, on ~~November~~December 26, 2012 ~~did~~or, ~~not~~with ~~become~~respect ~~operative~~to asthe apayment ~~result~~of consideration consisting of ~~amendments~~Warrants, tosuch ~~the~~later ~~terms~~date ofas ~~the~~a ~~Exchange~~holder ~~Offers~~returns ~~that~~a ~~were~~properly ~~announced~~completed ~~on December 11,~~beneficial ~~2012~~ownership information form to D.F. King.

Concurrently with the Exchange Offers and the Consent Solicitations, Media solicited consents (the “Concurrent Consent Solicitation”) from holders of its 9¹/₄% Senior Secured Notes due 2019 (the “First Priority Senior Secured Notes”) to certain amendments to the indenture governing the First Priority Senior Secured Notes (the “First Priority Senior Secured Notes Indenture”).

As of the Expiration Date, Media has received the requisite consents for the proposed amendments to the First Priority Senior Secured Notes Indenture. The Concurrent Consent Solicitation expired at 5:00 p.m., New York City time, on December 26, 2012. The Exchange Offers were subject to, and conditioned upon, obtaining the requisite consents to the proposed amendments pursuant to such Concurrent Consent Solicitation.

It is anticipated that the settlement date for the Exchange Offers will be December 31, 2012. The Company also expects to make the consent payment for the Concurrent Consent Solicitation on December 31, 2012 upon settlement of the Exchange Offers.

The press release is filed as Exhibit 99.1 and is hereby incorporated by reference in its entirety. The information in this Item 7.01 and the exhibit attached hereto is being furnished (not filed) under Item 7.01 of Form 8-K.

This Form 8-K shall not constitute a solicitation of consents, an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

This Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the Companies’ current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. The Companies undertake no obligation to update or revise any forward-looking statements to reflect developments or information obtained after the date of this press release, except as required by law.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

1099.1 ~~Consent~~Press ~~Agreement~~Release ~~and~~of ~~Second~~the ~~Amendment~~Companies ~~to Amended and Restated Credit Agreement,~~ dated ~~as of~~ December 2127, 2012, ~~among~~(announcing ~~LBI~~final ~~Media,~~results ~~Inc.,~~of asExchange ~~borrower, the guarantors party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and as collateral trustee~~Offers).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, LBI Media Holdings, Inc. has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Burbank, State of California, on December 2127, 2012.


LBI MEDIA HOLDINGS, INC.

By:		/s/ Blima Tuller
		Blima Tuller
		Chief Financial Officer

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