EX-99 5 exhibita1d.htm EXHIBIT (A)(1)(D) Converted by EDGARwiz


Exhibit (a)(1)(D)


Letter to Brokers and Dealers with respect to

Offer to Purchase

All Outstanding Shares of Common Stock

of

New Frontier Media, Inc.

at

$2.02 Per Share in Cash

and

Certain Contingent Payment Rights

Pursuant to the Offer to Purchase dated October 29, 2012

by

Flynt Broadcast, Inc.,

a wholly-owned subsidiary of

LFP Broadcasting, LLC

 

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, NOVEMBER 27, 2012 (THE END OF THE DAY TUESDAY), UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

October 29, 2012

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

We have been engaged by LFP Broadcasting, LLC, a Delaware limited liability company (LFP Broadcasting) and Flynt Broadcast, Inc., a Colorado corporation and direct wholly-owned subsidiary of LFP Broadcasting (Merger Sub), to act as Information Agent in connection with Merger Subs offer to purchase all of the issues and outstanding shares of common stock, par value $0.0001 (Shares), of New Frontier Media, Inc., a Colorado corporation (New Frontier), for consideration equal to (i) $2.02 per Share, net to the seller in cash (less any required withholding taxes and without interest) (the Offer Price), plus (ii) one contingent payment right per Share which represents the contingent right to receive an additional cash payment based upon the amount of New Frontiers available cash at the time this Offer expires (up to a maximum amount of $.06 per Share) (a CPR), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 29, 2012 (together with any amendments or supplements thereto, the Offer to Purchase), and in the related Letter of Transmittal (together with any amendments or supplements thereto, the Letter of Transmittal and, together with the Offer to Purchase, the Offer) enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee.

The Offer is not subject to any financing condition. The Offer is, however, subject to the satisfaction of the Minimum Tender Condition (as defined in the Offer to Purchase), the condition that New Frontiers Company Net Available Cash (as defined in the agreement governing the Offer) be at least $11,514,000 as of the time of the expiration of the Offer, and the other conditions described in the Offer to Purchase. See Section 13 of the Offer to Purchase.

Enclosed herewith are the following documents:

1. The Offer to Purchase dated October 29, 2012;









2. The Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the consideration of your clients, together with Guidelines for Certification of Taxpayer Identification Number on Form W-9 providing information relating to backup federal income tax withholding;


3. The Notice of Guaranteed Delivery to be used to accept the Offer if Share certificates are not immediately available or if such certificates and all other required documents cannot be delivered to Corporate Stock Transfer (the Depositary) by the expiration time of the Offer or if the procedure for book-entry transfer cannot be completed by the expiration time of the Offer;

4. A letter to New Frontiers shareholders from Alan L. Isaacman, the Chairman of the Board of Directors of New Frontier, accompanied by New Frontiers Solicitation/Recommendation Statement on Schedule 14D-9 as filed with the U.S. Securities and Exchange Commission;

5. A printed form of letter that may be sent to your clients for whose accounts you hold Shares in your name or in the name of your nominee, with space provided for obtaining such clients instructions with regard to the Offer; and

6. Return envelope addressed to the Depositary for your use only.

YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, NOVEMBER 27, 2012 (THE END OF THE DAY TUESDAY), UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

The Offer is being made in connection with the Agreement and Plan of Merger, dated as of October 15, 2012 (together with any amendments or supplements thereto, the Merger Agreement), by and among LFP Broadcasting, Merger Sub and New Frontier, pursuant to which, after the completion of the Offer and the satisfaction or waiver of certain conditions, Merger Sub will be merged with and into New Frontier, with New Frontier continuing as the surviving corporation (the Merger) and the separate corporate existence of Merger Sub will cease.

 

NEW FRONTIERS BOARD OF DIRECTORS HAS UNANIMOUSLY RECOMMENDED THAT YOU TENDER ALL OF YOUR SHARES INTO THE OFFER.

At a meeting held on October 14, 2012, New Frontiers board of directors (the New Frontier Board), after careful consideration and following the recommendation of a special committee of independent and disinterested directors, unanimously has: (1) determined that the terms of the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of New Frontier and its shareholders, (2) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, (3) directed that the Merger Agreement be submitted to New Frontiers shareholders for adoption, if required by Colorado law, and (4) resolved to recommend that New Frontiers shareholders accept the Offer, tender their Shares pursuant to the Offer and, if required by applicable laws, adopt the Merger Agreement and approve the Merger.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Merger Sub will be deemed to have accepted for payment, and will pay for, all Shares validly tendered in the Offer, and not properly withdrawn, prior to the expiration time of the Offer if and when Merger Sub gives oral or written notice to the Depositary of Merger Subs acceptance of the tender of such Shares for payment pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates representing such Shares or a Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to such Shares pursuant to the procedures set forth in the Offer to Purchase, (b) a Letter of Transmittal (or facsimile thereof) properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agents Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal. Accordingly, tendering shareholders may be paid at different times depending upon when certificates representing Shares or Book-Entry Confirmation with respect to Shares are actually received by the Depositary. Under no circumstances will interest be paid on the Offer Price or the CPR for Shares, regardless of any extension of the Offer or any delay in payment for Shares.




Neither LFP Broadcasting nor Merger Sub will pay any fees or commissions to any broker or dealer or other person (other than its financial advisors, the Information Agent and the Depositary as described in the Offer to Purchase) in connection with the solicitation of tenders of Shares pursuant to the Offer. You will be reimbursed upon request for customary mailing and handling expenses incurred by you in forwarding the enclosed offering materials to your clients. Merger Sub will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.

If holders of Shares wish to tender their Shares, but it is impracticable for them to deliver their certificates representing tendered Shares or other required documents or to complete the procedures for delivery by book-entry transfer prior to the expiration time of the Offer, a tender may be effected by following the guaranteed delivery procedures specified in the Offer to Purchase and the Letter of Transmittal.

Questions and requests for assistance or for additional copies of the enclosed materials may be directed to us at the address and telephone number set forth below and in the Offer to Purchase. Additional copies of the enclosed materials will be furnished at Merger Subs expense.

Very truly yours,

Innisfree M&A Incorporated

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY PERSON THE AGENT OF LFP BROADCASTING, MERGER SUB OR NEW FRONTIER, THE INFORMATION AGENT, THE DEPOSITARY OR ANY OF THEIR RESPECTIVE AFFILIATES, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE LETTER OF TRANSMITTAL.

The Information Agent for the Offer is:

Innisfree

M&A Incorporated

501 Madison Avenue, 20th floor

New York, New York 10022

Stockholders may call toll free: (888) 750-5834

Banks and Brokers may call collect: (212) 750-5833