UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
ION MEDIA NETWORKS, INC.
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(Name of Issuer)
Class A Common Stock, Par Value $0.001 Per Share
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(Title of Class of Securities)
704231109
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(CUSIP Number)
Elizabeth A. Newell, Assistant Secretary
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NBC Universal, Inc.
30 Rockefeller Plaza, New York, NY 10112
(212) 664-3307
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 22, 2007
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check
the following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
This Amendment No. 4 to Schedule 13D ("Amendment No. 4") amends the
Schedule 13D filed on September 27, 1999 (the "Initial Schedule 13D"), as
amended by Amendment No. 1 filed on February 14, 2003, Amendment No. 2 filed
on November 9, 2005 and Amendment No. 3 filed on January 18, 2007 (together
with the Initial Schedule 13D, the "Schedule 13D"), which relates to shares of
Class A Common Stock ("Class A Common Stock"), par value $0.001 per share, of
ION Media Networks, Inc., f/k/a/ Paxson Communications Corp. (the "Company").
Capitalized terms used but not defined herein shall have the meanings
attributed to them in the Schedule 13D. All items or responses not described
herein remain as previously reported in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by adding
the following immediately after the last paragraph thereof:
"On February 16, 2007, the Board approved CIG Media LLC ("CM") as a
permitted transferee of the Call Right under the Call Agreement.
On February 22, 2007, NBCU, NBC Palm Beach II and CM entered into a
Call Right Transfer Agreement (the "Call Right Transfer Agreement"), pursuant to
which, among other matters, NBC Palm Beach II agreed to assign to CM, and CM
agreed to assume, all of the rights and obligations of NBC Palm Beach II under
the Call Agreement. The assignment to, and assumption by, CM of such rights and
obligations under the Call Agreement is subject to the satisfaction or waiver of
various conditions precedent, including the approval by the Board of the
Proposed Transaction. Accordingly, CM does not have any obligations under the
Call Agreement until such time, if any, when the transfer and assignment of the
Call Right occurs. In addition, the Call Right Transfer Agreement provides that
if the Board does not approve the Proposed Transaction on or prior to March 31,
2007, NBCU shall have the right to terminate the Call Right Transfer Agreement.
The foregoing description of the Call Right Transfer Agreement is not
complete and is subject to the terms in the Call Right Transfer Agreement,
attached hereto as Exhibit 22 and incorporated herein by reference.
In order to expedite the consummation of the Proposed Transaction and
the delivery of the benefits to the Company's various stakeholders, CM and its
advisors will promptly complete all materials necessary to file an application
with the FCC requesting, among other things, that the FCC consent to the
transfer of the shares of common stock of the Company beneficially owned by
the Call Stockholders to CM and would like to file such application as soon as
practicable with the assistance of the Company's affiliates and their
respective advisors. The filing of an FCC application in connection with the
Proposed Transaction does not in any way prejudice the right of the Board to
subsequently approve or disapprove of the Proposed Transaction.
Based on discussions held between January 23, 2007 and February 20,
2007 among representatives of NBCU and CLP, the Board and its advisors, on
February 22, 2007 NBCU and CLP submitted a letter (the "Revised Proposal
Letter") to the Board setting forth certain modifications to particular aspects
of the terms of the Proposed Transaction as initially reflected in the Letter
and Term Sheet submitted to the Board on January 17, 2007 to further enhance the
benefits of the Proposed Transaction to the Company and its various
stakeholders. The following is a summary of the changes to the Term Sheet and
the Proposed Transaction (capitalized terms used in the following bullets but
not otherwise defined shall have the meanings ascribed to such terms in the Term
Sheet):
o The Company is no longer required to conduct the Company Tender
Offer for shares of Class A Common Stock, and CM will retain any
shares of Class A Common Stock acquired in the tender offer it
conducts as set forth in the Term Sheet.
o The Company is no longer required to seek consent from its senior
lenders with respect to an amendment to increase the Restricted
Payment basket from $50,000,000 to $70,000,000. However, the
Company will be required to obtain confirmation from its senior
lenders that their "change of control" put right will not be
triggered by the Proposed Transaction.
o CM will participate in the Exchange Offer and exchange all
CLP 14-1/4% Preferred and CLP 9-3/4% Preferred for an aggregate
principal amount of $66.8 million of Subordinated Debt in the
Exchange Offer.
o NBC Palm Beach I will exchange with the Company $210,000,000 in
face amount of Series B Preferred Stock for $210,000,000 in face
amount of Series D Non-Convertible Preferred and will transfer to
CM all of such Series D Non-Convertible Preferred.
o CM will exchange with the Company $98,000,000 in face amount of
Series D Non-Convertible Preferred for $98,000,000 in face amount
of Series A Convertible Preferred and $112,000,000 in face amount
of Series D Non-Convertible Preferred for $200,000,000 in face
amount of Series C-2 Convertible Preferred. The conversion price
of each share of Series C-2 Convertible Preferred will be
approximately $0.89 per share of Class A Common Stock.
o NBC Palm Beach I will exchange with the Company $21,070,000 in
face amount of Series B Preferred Stock for $31,070,000 in face
amount of Series C-1 Convertible Preferred. The conversion price
of each share of Series C-1 Convertible Preferred will be $0.75
per share of Class A Common Stock.
CLP and NBCU also agreed to certain changes to the Term Sheet and the
Proposed Transaction solely involving CLP and NBCU to adjust the relative
economic benefits and beneficial ownership interests between CLP and NBCU to
reflect the foregoing proposed structural changes.
The foregoing description of the Revised Proposal Letter is not
complete and is subject to the terms in the Revised Proposal Letter, attached
hereto as Exhibit 23 and incorporated herein by reference.
Except as set forth herein, in the Schedule 13D, and in the exhibits
hereto and thereto, the Reporting Persons have no present plans or proposals
that would result in or relate to any of the transactions or changes listed in
Items 4(a) through 4(j) of the form of Schedule 13D."
Item 7. Materials to be Filed as Exhibits.
Exhibit No. Description
Exhibit 22 Call Right Transfer Agreement, dated February 22, 2007, among
NBC Palm Beach Investment II, Inc., NBC Universal, Inc. and CIG
Media LLC.
Exhibit 23 Letter, dated February 22, 2007, from NBC Universal, Inc. and
Citadel Limited Partnership to ION Media Networks, Inc.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
GENERAL ELECTRIC COMPANY
By: /s/ Lynn A. Calpeter
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Name: Lynn A. Calpeter
Title: Authorized Signatory
NATIONAL BROADCASTING COMPANY HOLDING, INC.
By: /s/ Elizabeth A. Newell
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Name: Elizabeth A. Newell
Title: Assistant Secretary
NBC UNIVERSAL, INC.
By: /s/ Elizabeth A. Newell
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Name: Elizabeth A. Newell
Title: Assistant Secretary
NBC PALM BEACH INVESTMENT I, INC.
By: /s/ Elizabeth A. Newell
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Name: Elizabeth A. Newell
Title: Assistant Secretary
NBC PALM BEACH INVESTMENT II, INC.
By: /s/ Elizabeth A. Newell
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Name: Elizabeth A. Newell
Title: Assistant Secretary
Dated: February 22, 2007
EXHIBIT INDEX
Exhibit No. Description
Exhibit 22 Call Right Transfer Agreement, dated February 22, 2007, among
NBC Palm Beach Investment II, Inc., NBC Universal, Inc. and CIG
Media LLC.
Exhibit 23 Letter, dated February 22, 2007, from NBC Universal, Inc. and
Citadel Limited Partnership to ION Media Networks, Inc.