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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO/A
Tender Offer Statement Under Section 14(d)(1)
or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
ION MEDIA NETWORKS, INC.
(Name of Subject Company (Issuer))
CIG MEDIA LLC
CITADEL WELLINGTON LLC
CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.
CITADEL LIMITED PARTNERSHIP
CITADEL INVESTMENT GROUP, L.L.C.
KENNETH GRIFFIN
(Names of Filing Persons — Offerors)
CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
46205A103
(CUSIP Number of Class of Securities)
Matthew B. Hinerfeld
Citadel Investment Group, L.L.C.
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
(312) 395-3167
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Robert Schwenkel, Esq.
Steven Steinman, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004-1980
(212) 859-8000
CALCULATION OF FILING FEE
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| Transaction Valuation* | |
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Amount of Filing Fee** |
| $107,947,313.36 | |
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$3,313.98 |
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| * | Estimated solely for purposes of calculating the filing fee in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934. The transaction value was determined by multiplying the purchase price of $1.46 per share by the sum of 65,377,185 outstanding shares of Class A common stock, par value $0.001 per share, of ION Media Networks, Inc. (the ‘‘Shares’’) and 8,559,331 Shares issuable prior to the expiration of the offer pursuant to stock options and restricted stock units. |
| ** | The amount of the filing fee is calculated by multiplying the transaction value by 0.00003070. |
![[X]](xbox.gif){kind=small} |
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) of the Exchange Act and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $3,313.98
Form or Registration No.: SC TO-T Filing Party: CIG Media LLC/Citadel Wellington LLC/Citadel Kensington Global Strategies Fund Ltd./ Citadel Limited Partnership/Citadel Investment Group, L.L.C./Kenneth Griffin Date Filed: May 4, 2007 |
![[ ]](ebox.gif){kind=small} |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer: |
Check the appropriate boxes below to designate any transactions to which the statement relates.
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer:
(Continued on following pages)
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CUSIP
No. 46205A103 |
Page 1
of 6 |
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1 |
NAME OF REPORTING PERSON |
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
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CIG
Media LLC |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
x |
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(b) |
o |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS |
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AF; WC |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |
o |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER |
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| 0 | |||||||
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8 |
SHARED VOTING POWER |
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259,988,2011
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9 |
SOLE DISPOSITIVE POWER |
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0
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10 |
SHARED DISPOSITIVE POWER |
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259,988,2011
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
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See
Row 8 above. |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
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x |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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84.6%2
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14 |
TYPE OF REPORTING PERSON |
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OO
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1
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All
capitalized terms used but not otherwise defined in the footnotes to these
cover pages shall have the meanings given to them in the Offer to Purchase. The
aggregate number of Shares that the Reporting Persons may be deemed to
beneficially own is the sum of the following: (i) 2,724,207 Shares beneficially
owned by the Purchaser; (ii) 15,455,062 Shares that would be beneficially owned
by the Purchaser upon the Call Closing; (iii) 8,311,639 Shares that would be
issued to the Purchaser upon conversion of the 8,311,639 shares of Class B
Common Stock that would be beneficially owned by the Purchaser upon the Call
Closing; (iv) 163,960 Shares that would be issued to the Purchaser upon
conversion of 262.33603 shares of the Company’s 9¾% Preferred Stock
beneficially owned by the Purchaser; (v) 133,333,333 Shares that would be
issued to the Purchaser upon conversion of $100 million of the Company’s
Series B Convertible Subordinated Debt beneficially owned by the Purchaser; and
(vi) 100,000,000 shares that would be issued to the Purchaser upon exercise of
the Warrant. With respect to the Call Shares identified in sub-clauses (ii) and
(iii) of this footnote 1, pursuant to the Call Agreement, the obligation of the
Paxson Stockholders to deliver the Call Shares to the Purchaser is conditioned
on the completion of the Offer and other material conditions, including FCC
approval of the purchase of the Call Shares by the Purchaser and other
conditions contained in the Call Agreement. Accordingly, neither the filing of
this Schedule 13D nor any of its contents shall be deemed to constitute an
admission by any of the Reporting Persons that it is the beneficial owner of
any of the Call Shares for purposes of Section 13(d) of the Exchange Act or for
any other purpose, and any such beneficial ownership thereof is expressly
disclaimed. |
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The
aggregate number of Shares reported as beneficially owned by the Reporting
Persons excludes the following 470,227,426 Shares, which represent the maximum
number of Shares that could be issued to the Purchaser in the Exchange Offer or
the Contingent Exchange, as applicable; (a) 224,719,101 shares that would be
issued to the Purchaser upon conversion of $200,000,000 aggregate stated
liquidation preference of the Company’s Series E-2 Convertible Preferred
Stock that, among other securities, would be issued to the Purchaser in
exchange for the Company’s Series F Non-Convertible Preferred Stock
beneficially owned by the Purchaser, (b) 127,446,252 Shares that would be
issued to the Purchaser upon conversion of $95,584,689 aggregate stated
liquidation preference or principal amount, as applicable, of the
Company’s preferred stock or the Company’s Series B Convertible
Subordinated Debt that would be issued to the Purchaser in the Contingent
Exchange or in respect of securities received by the Purchaser in the
Contingent Exchange; (c) 13,333,333 Shares that would be issued upon conversion
of $10 million in principal amount of the Company’s Series B Convertible
Subordinated Debt that would be transferred by NBC Palm Beach I to the
Purchaser if the Contingent Exchange occurs; (d) 20,000,000 Shares that would
be issued upon conversion of up to $15 million of the Company’s Series B
Convertible Subordinated Debt to be issued to the Purchaser to fund the
Company’s expenses; and (e) 84,728,740 Shares that would be issued upon
conversion of $76,403,430 in principal amount or aggregate stated liquidation
preference, as applicable, of the Company’s Series B Convertible
Subordinated Debt and the Company’s preferred stock that would be issued
to the Purchaser in the Exchange Offer. The Reporting Persons do not
beneficially own any of the Shares identified in sub-clauses (a) through (e) of
this footnote 1, and the issuance to the Purchaser of the securities underlying
those Shares is subject to the satisfaction of the conditions to the Exchange
Offer and other material contingencies, including the number of holders of
Senior Preferred Stock who participate in the Exchange Offer and the occurrence
of the Exchange Offer or the Contingent Exchange, as applicable. Accordingly,
neither the filing of this Schedule 13D nor any of its contents shall be deemed
to constitute an admission by any of the Reporting Persons that it is the
beneficial owner of any of the Shares identified in sub-clauses (a) through (e)
of this footnote 1 for purposes of Section 13(d) of the Exchange Act or for any
other purpose, and any such beneficial ownership thereof is expressly
disclaimed. |
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Based on
information reported by the NBCU Entities, National Broadcasting Company
Holding, Inc. and General Electric Company in Amendment No. 10 to Schedule 13D
filed with the Securities and Exchange Commission on May 7, 2007, NBC Palm
Beach I holds 39,607 shares of 11% Series B Preferred Stock convertible into
198,035,000 Shares. If the Reporting Persons and the NBCU Entities were deemed
to be a group by virtue of the transactions described in Section 11
—“Terms of the Master Transaction Agreement and Other Material
Agreements” of the Offer to Purchase, the Reporting Persons would be
deemed to beneficially own an aggregate of 458,023,201 Shares. However, the
Reporting Persons expressly disclaim beneficial ownership of the shares of 11%
Series B Preferred Stock owned by any of the NBCU Entities.
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| 2 | The denominator used in calculating this percentage is 307,186,117, which is the sum of (i) 65,377,185 outstanding Shares, as reported in the Master Transaction Agreement, and (ii) 241,808,932 Shares that would be issued upon conversion of the securities disclosed in footnote 1, items (iii) through (vi) above, of this Schedule 13D. If the Reporting Persons and the NBCU Entities were deemed to be a group by virtue of the transactions described in Section 11 —“Terms of the Master Transaction Agreement and Other Material Agreements” of the Offer to Purchase, the Reporting Persons would be deemed to beneficially own approximately 90.7% of the Shares. However, the Reporting Persons expressly disclaim beneficial ownership of the shares of 11% Series B Preferred Stock owned by any of the NBCU Entities. |
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CUSIP
No. 46205A103 |
Page 2
of 6 |
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1 |
NAME OF REPORTING PERSON |
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
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Citadel
Limited Partnership |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
x |
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(b) |
o |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS |
AF |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |
o |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Illinois
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER |
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| 0 | |||||||
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8 |
SHARED VOTING POWER |
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259,988,2013
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9 |
SOLE DISPOSITIVE POWER |
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0
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10 |
SHARED DISPOSITIVE POWER |
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259,988,2013
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
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See
Row 8 above. |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
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x |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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84.6%4
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14 |
TYPE OF REPORTING PERSON |
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PN;
IA |
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CUSIP
No. 46205A103 |
Page 3
of 6 |
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1 |
NAME OF REPORTING PERSON |
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
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Citadel
Investment Group, L.L.C. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
x |
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(b) |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS |
AF |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |
o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER |
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| 0 | |||||||
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8 |
SHARED VOTING POWER |
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259,988,2015
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9 |
SOLE DISPOSITIVE POWER |
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0
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10 |
SHARED DISPOSITIVE POWER |
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259,988,2015
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
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See
Row 8 above. |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
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x |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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84.6%6
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14 |
TYPE OF REPORTING PERSON |
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OO;
HC |
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CUSIP
No. 46205A103 |
Page 4
of 6 |
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1 |
NAME OF REPORTING PERSON |
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
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Kenneth
Griffin |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
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(b) |
o |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS |
AF |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |
o |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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United
States |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER |
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| 0 | |||||||
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8 |
SHARED VOTING POWER |
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259,988,2017
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9 |
SOLE DISPOSITIVE POWER |
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0
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10 |
SHARED DISPOSITIVE POWER |
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259,988,2017
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
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See
Row 8 above. |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
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x |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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84.6%8
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14 |
TYPE OF REPORTING PERSON |
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IN;
HC |
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CUSIP
No. 46205A103 |
Page 5
of 6 |
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1 |
NAME OF REPORTING PERSON |
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
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Citadel
Wellington LLC |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
x |
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(b) |
o |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS |
AF; WC |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |
o |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER |
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Disclaimed
(see 11 below). |
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8 |
SHARED VOTING POWER |
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09
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9 |
SOLE DISPOSITIVE POWER |
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Disclaimed
(see 11 below). |
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10 |
SHARED DISPOSITIVE POWER |
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09
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
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Beneficial
ownership of all shares of Class A Common Stock reported herein is disclaimed.
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
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x |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Not
applicable (see 11 above). |
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14 |
TYPE OF REPORTING PERSON |
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OO
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| 9 |
Neither
the filing of this Schedule 13D nor any of its contents shall be deemed to
constitute an admission by Citadel Wellington LLC that it is the beneficial
owner of any of the Shares reported herein for purposes of Section 13(d) of the
Exchange Act or for any other purpose, and any such beneficial ownership
thereof is expressly disclaimed. |
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CUSIP
No. 46205A103 |
Page 6
of 6 |
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1 |
NAME OF REPORTING PERSON |
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
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Citadel
Kensington Global Strategies Fund Ltd. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
x |
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(b) |
o |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS |
AF; WC |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |
o |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Bermuda
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER |
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Disclaimed
(see 11 below). |
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8 |
SHARED VOTING POWER |
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9 |
SOLE DISPOSITIVE POWER |
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Disclaimed
(see 11 below). |
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10 |
SHARED DISPOSITIVE POWER |
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010
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
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Beneficial
ownership of all shares of Class A Common Stock reported herein is disclaimed.
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
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x |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Not
applicable (see 11 above). |
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14 |
TYPE OF REPORTING PERSON |
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OO
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| 10 |
Neither
the filing of this Schedule 13D nor any of its contents shall be deemed to
constitute an admission by Citadel Kensington Global Strategies Fund Ltd. that
it is the beneficial owner of any of the Shares reported herein for purposes of
Section 13(d) of the Exchange Act or for any other purpose, and any such
beneficial ownership thereof is expressly disclaimed. |
AMENDMENT NO. 2 TO SCHEDULE TO
This Amendment No. 2 (this ‘‘Amendment’’) amends and supplements the Tender Offer Statement on Schedule TO originally filed on May 4, 2007, as amended by Amendment No. 1 on May 8, 2007, (the ‘‘Schedule TO’’) relating to a tender offer by CIG Media LLC, a Delaware limited liability company (including any successor, ‘‘Purchaser’’), pursuant to Rule 14d-1 under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’), to purchase any and all outstanding shares of Class A common stock, par value $0.001 per share (‘‘Shares’’), of ION Media Networks, Inc., a Delaware corporation (the ‘‘Company’’), at a price of $1.46 per Share, net to the sellers in cash, without interest. Purchaser is owned by Citadel Wellington LLC (‘‘CW’’) and Citadel Kensington Global Strategies Fund Ltd. (‘‘CKGS’’). Citadel Limited Partnership (‘‘CLP’’) is the non-member manager of Purchaser and, in such capacity, makes all of the investment decisions for Purchaser. Citadel Investment Group, L.L.C. (‘‘CIG’’) is the general partner of CLP. Kenneth Griffin is the President and Chief Executive Officer of CIG and owns a controlling interest in CIG (Kenneth Griffin together with CW, CKGS, CLP and CIG, ‘‘Purchaser’s Affiliates’’). The terms and conditions of the offer are described in the Offer to Purchase, dated May 4, 2007 (the ‘‘Offer to Purchase’’) and the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the ‘‘Offer’’), copies of which are attached to the Schedule TO as Exhibits (a)(1) and (a)(2), respectively. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to them in the Schedule TO. This Amendment is being filed on behalf of Purchaser and Purchaser’s Affiliates.
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| ITEM 12. | MATERIALS TO BE FILED AS EXHIBITS. |
Item 12 of the Schedule TO is hereby amended by replacing Exhibit B to Exhibit (d)(1) in its entirety with the revised version of such Exhibit B filed with this Amendment (reflecting a correction to the definition of ‘‘Mandatory Conversion Factor’’).
1
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the undersigned hereby certify as of May 10, 2007 that the information set forth in this statement is true, complete and correct.
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| CIG MEDIA LLC | |||
| By: | |
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Citadel Limited Partnership, its Manager |
| By: | |
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Citadel Investment Group, L.L.C., its General Partner |
| By: | |
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/s/ Matthew Hinerfeld |
| Name: Matthew Hinerfeld
Title: Managing Director & Deputy General Counsel |
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| CITADEL WELLINGTON LLC | |||
| By: | |
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Citadel Limited Partnership, its Manager |
| By: | |
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Citadel Investment Group, L.L.C., its General Partner |
| By: | |
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/s/ Matthew Hinerfeld |
| Name: Matthew Hinerfeld
Title: Managing Director & Deputy General Counsel |
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| CITADEL KENSINGTION GLOBAL STRATEGIES FUND LTD. | |||
| By: | |
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Citadel Limited Partnership, its Portfolio Manager |
| By: | |
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Citadel Investment Group, L.L.C., its General Partner |
| By: | |
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/s/ Matthew Hinerfeld |
| Name: Matthew Hinerfeld
Title: Managing Director & Deputy General Counsel |
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| CITADEL LIMITED PARTNERSHIP | |||
| By: | |
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Citadel Investment Group, L.L.C., its General Partner |
| By: | |
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/s/ Matthew Hinerfeld |
| Name: Matthew Hinerfeld
Title: Managing Director & Deputy General Counsel |
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| CITADEL INVESTMENT GROUP, L.L.C. | |||
| By: | |
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/s/ Matthew Hinerfeld |
| Name: Matthew Hinerfeld
Title: Managing Director & Deputy General Counsel |
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| KENNETH GRIFFIN | |||
| By: | |
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/s/ Matthew Hinerfeld |
| Name: Matthew Hinerfeld, attorney-in-fact* | |||
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| * | Matthew Hinerfeld is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney filed concurrently herewith. |
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Matthew Hinerfeld as the undersigned’s true and lawful authorized representative and attorney-in-fact to execute for and on behalf of the undersigned and to file with the United States Securities and Exchange Commission and any other authority any Schedule TO, and any amendments thereto, on behalf of the undersigned in accordance with Section 14 of the Securities Exchange Act of 1934, as amended (the ‘‘1934 Act’’) and the rules promulgated thereunder.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 14 or any other provision of the 1934 Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Schedule TO (or any amendments thereto), unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of May 10, 2007.
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/s/ Kenneth Griffin | |
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Kenneth Griffin | |
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Exhibit Index.
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| Exhibit | |
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Description |
| (a)(1) | |
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Offer to Purchase, dated May 4, 2007* |
| (a)(2) | |
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Letter of Transmittal and related Instructions* |
| (a)(3) | |
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Notice of Guaranteed Delivery* |
| (a)(4) | |
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees* |
| (a)(5) | |
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Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees* |
| (a)(6) | |
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Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9* |
| (a)(7) | |
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Summary Advertisement, dated May 4, 2007, Appearing in The Wall Street Journal* |
| (b) | |
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Not Applicable |
| (d)(1) | |
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The Master Transaction Agreement, dated as of May 3, 2007, by and among ION Media Networks, Inc., NBC Universal, Inc., NBC Palm Beach Investment I, Inc., NBC Palm Beach Investment II, Inc. and CIG Media LLC* |
| Exhibit A | |
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Series A Convertible Subordinated Debt Indenture Term Sheet* |
| Exhibit B | |
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Series B Convertible Subordinated Debt Indenture, dated as of May 4, 2007, by and among ION Media Networks, Inc., The Bank of New York Trust Company, N.A., as trustee and subsidiary guarantors** |
| Exhibit C | |
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Call Agreement, dated as of May 4, 2007, by and between CIG Media LLC and NBC Palm Beach Investment II, Inc.* |
| Exhibit D | |
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Call Agreement, dated as of May 4, 2007, by and between ION Media Networks, Inc. and NBC Palm Beach Investment I, Inc.* |
| Exhibit E | |
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Registration Rights Agreement for New Securities, dated as of May 4, 2007, by and among ION Media Networks, Inc., NBC Universal, Inc., and CIG Media LLC* |
| Exhibit F | |
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Series A-1 Convertible Preferred Certificate of Designation dated May 4, 2007* |
| Exhibit G | |
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Series A-2 Preferred Stock Certificate of Designation dated as of May 4, 2007* |
| Exhibit H | |
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Series A-3 Convertible Preferred Certificate of Designation dated as of May 4, 2007* |
| Exhibit I | |
|
Series B Convertible Preferred Certificate of Designation dated as of May 4, 2007* |
| Exhibit J-1 | |
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Form of Series C Convertible Preferred Certificate of Designation* |
| Exhibit J-2 | |
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Form of Series C Convertible Preferred Certificate of Designation* |
| Exhibit K | |
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Series C Preferred Stock Certificate of Designation dated as of May 4, 2007* |
| Exhibit L | |
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Series D Convertible Preferred Certificate of Designation dated as of May 4, 2007* |
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| * | Previously filed |
| ** | Filed herewith |
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| Exhibit | |
|
Description |
| Exhibit M | |
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Series E-1 Convertible Preferred Certificate of Designation dated as of May 4, 2007* |
| Exhibit N | |
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Series E-2 Convertible Preferred Certificate of Designation dated as of May 4, 2007* |
| Exhibit O | |
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Series F Non-Convertible Preferred Certificate of Designation dated as of May 4, 2007* |
| Exhibit P | |
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Stockholders’ Agreement, dated as of May 4, 2007, by and among ION Media Networks, Inc., CIG Media LLC and NBC Universal, Inc.* |
| Exhibit Q | |
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Assignment and Assumption Agreement, dated as of May 4, 2007, by and among NBC Universal, Inc., NBC Palm Beach Investment II, Inc. and CIG Media LLC* |
| Exhibit R | |
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Call Right Exercise Notice, dated as of May 4, 2007, by and between CIG Media LLC and Lowell W. Paxson* |
| Exhibit S | |
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Exhibit S Form of Restated Certificate of Incorporation of ION Media Networks, Inc. authorizing a reverse stock split* |
| Exhibit T | |
|
Form of Certificate of Amendment of Certificate of Incorporation of ION Media Networks, Inc. amending the Certificates of Designation of the 9¾% Series A Convertible Preferred Stock and the 13¼% Cumulative Junior Exchangeable Preferred Stock* |
| Exhibit U | |
|
Warrant, issued as of May 4, 2007, to CIG Media LLC to purchase Class A Common Stock of ION Media Networks, Inc.* |
| Exhibit V | |
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Put/Call Agreement, dated as of May 4, 2007, by and between CIG Media LLC and NBC Universal, Inc.* |
| Exhibit W | |
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Form of Certificate of Amendment to the Certificate of Incorporation of ION Media Networks, Inc. creating the Class D Common Stock and increasing the amount of authorized shares of Class A Common Stock and Class C Common Stock* |
| Exhibit X | |
|
Registration Rights Agreement for Series B Convertible Subordinated Debt, dated as of May 4, 2007, by and among ION Media Networks, Inc. and NBC Universal, Inc., NBC Palm Beach Investment I, Inc., NBC Palm Beach Investment II, Inc. and CIG Media LLC.* |
| (d)(2) | |
|
The Indemnity Side Letter dated May 4, 2007, among CIG Media LLC, Citadel Wellington LLC, Citadel Kensington Global Strategies Fund Ltd. and NBC Universal, Inc., NBC Palm Beach Investment I, Inc. and NBC Palm Beach Investment II, Inc* |
| (g) | |
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Not Applicable |
| (h) | |
|
Not Applicable |
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| * | Previously filed |
| ** | Filed herewith |