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EXHIBIT 99.5
[FORM OF CLIENT LETTER]
SPANISH BROADCASTING SYSTEM, INC.
OFFER TO EXCHANGE ITS
9 5/8% SENIOR SUBORDINATED NOTES DUE 2009
FOR ANY AND ALL OF ITS OUTSTANDING
9 5/8% SENIOR SUBORDINATED NOTES DUE 2009
To Our Clients:
Enclosed for your consideration are the Prospectus, dated ,
2001 (the "Prospectus") and the related Letter of Transmittal (which together
with the Prospectus constitute the "Exchange Offer") in connection with the
offer by Spanish Broadcasting System, Inc., a Delaware corporation (the
"Company"), to exchange its 9 5/8% Senior Subordinated Notes due 2009 (the
"Exchange Notes") for any and all of its outstanding 9 5/8% Senior Subordinated
Notes due 2009 previously issued in November 1999 (the "1999 Notes") and in June
2001 (the "2001 Notes," and together with the 1999 Notes, the "Old Notes"), upon
the terms and subject to the conditions set forth in the Exchange Offer.
We are the Registered Holder of the Old Notes held for your account. An
exchange of the Old Notes can be made only by us as the Registered Holder and
pursuant to your instructions. The Letter of Transmittal is furnished to you for
your information only and cannot be used by you to exchange the Old Notes held
by us for your account. The Exchange Offer provides a procedure for holders to
tender by means of guaranteed delivery.
We request information as to whether you wish us to exchange any or all of
the Old Notes held by us for your account upon the terms and subject to the
conditions of the Exchange Offer.
Your attention is directed to the following:
1. The Exchange Notes will be exchanged for the Old Notes at the rate of
$1,000 principal amount of Exchange Notes for each $1,000 principal
amount of Old Notes. The Exchange Notes will bear interest (as do the
Old Notes) at a rate equal to 9 5/8% per annum from their date of
issuance. Interest on the Exchange Notes is payable semi-annually in
arrears on May 1 and November 1, commencing November 1, 2001. Holders of
Old Notes that are accepted for exchange will receive, in cash, accrued
interest thereon to, but not including, the date of issuance of the
Exchange Notes. Such interest will be paid with the first interest
payment on the Exchange Notes. Interest on the Old Notes accepted for
exchange will cease to accrue on the day prior to the issuance of the
Exchange Notes. The form and terms of the Exchange Notes are
substantially similar in all material respects as the form and terms of
the Old Notes (which they replace) except that the Exchange Notes have
been registered under the Securities Act of 1933, as amended (the
"Securities Act") and the Indenture governing the 2001 Notes and the
Exchange Notes allows up to $175 million of additional debt to be
incurred, whereas under the Indenture governing the 1999 Notes, the
limit of additional debt to be incurred is $250 million.
2. Based on the interpretation by the staff of the Securities and Exchange
Commission (the "SEC"), Exchange Notes issued pursuant to the Exchange
Offer in exchange for Old Notes may be offered for resale, resold and
otherwise transferred by holders thereof (other than any such holder
which is an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act or a "broker" or "dealer" registered under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"))
without compliance with the registration and prospectus delivery
provisions of the Securities Act provided that such Exchange Notes are
acquired in the ordinary course of such holders' business and such
holders have no arrangement with any person to participate in the
distribution of such Exchange Notes.
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3. The Exchange Offer is not conditioned on any minimum number of Old Notes
being tendered.
4. Notwithstanding any other term of the Exchange Offer, the Company will
not be required to accept for exchange, or exchange Exchange Notes for
any Old Notes not theretofore accepted for exchange, and may terminate
or amend the Exchange Offer as provided herein before the acceptance of
such Old Notes, if any of the conditions described in the Prospectus
under "The Exchange Offer -- Conditions to the Exchange Offer" exist.
5. Tendered Old Notes may be withdrawn at any time prior to 5:00 p.m., New
York City time, on , 2001, if such Old Notes have not
previously been accepted for exchange pursuant to the Exchange Offer.
6. Any transfer taxes applicable to the exchange of the Old Notes pursuant
to the Exchange Offer will be paid by the Company, except as otherwise
provided in Instruction 7 of the Letter of Transmittal.
If you wish to have us tender any or all of your Old Notes, please so
instruct us by completing, detaching and returning to us the instruction form
attached hereto. An envelope to return your instructions is enclosed. If you
authorize a tender of your Old Notes, the entire principal amount of Old Notes
held for your account will be tendered unless otherwise specified on the
instruction form. Your instructions should be forwarded to us in ample time to
permit us to submit a tender on your behalf by the Expiration Date.
The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of the Old Notes in any jurisdiction in which the
making of the Exchange Offer or acceptance thereof would not be in compliance
with the laws of such jurisdiction or would otherwise not be in compliance with
any provision of any applicable securities law.
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