ION Media Networks Announces Revision to Exchange Offer and Consent Solicitation
June 26 2007 - 5:12PM
Business Wire
ION Media Networks, Inc. (AMEX:ION) (the "Company") today announced
a revision to the exchange offer (the "Exchange Offer") that the
Company launched on June 8, 2007, in which the Company is offering
to exchange any and all of its outstanding 13�% Cumulative Junior
Exchangeable Preferred Stock (currently accruing dividends at the
rate of 14�%) (the "14�% Preferred Stock") and 9�% Series A
Convertible Preferred Stock (the "9�% Preferred Stock", and
together with the 14�% Preferred Stock, the "Senior Preferred
Stock") for newly-issued 11% Series A Mandatorily Convertible
Senior Subordinated Notes due 2013 ("Series A Notes") and,
depending upon participation levels in the Exchange Offer, either
newly-issued 12% Series A-1 Mandatorily Convertible Preferred Stock
(the "Series A-1 Preferred Stock") or 12% Series B Mandatorily
Convertible Preferred Stock (the "Series B Preferred Stock"). The
Company is not changing the consideration being offered in the
Exchange Offer. However, the Company will extend the Exchange Offer
for ten business days following the scheduled expiration date of
the Exchange Offer if holders are to receive the Minority Exchange
Consideration, as discussed below, in the Exchange Offer. As
disclosed in the Offer to Exchange dated June 8, 2007 (the "Offer
to Exchange"), holders will receive the following consideration in
the Exchange Offer: For each tendered share of 14�% Preferred
Stock, the holder will receive $7,000 principal amount of Series�A
Notes and $1,000 initial liquidation preference of Series�A-1
Convertible Preferred Stock, which would rank senior to any
unexchanged Senior Preferred Stock;�and For each tendered share of
9�% Preferred Stock, the holder will receive $4,000 principal
amount of Series�A Notes and $1,000 initial liquidation preference
of Series�A-1 Convertible Preferred Stock. However, as disclosed in
the Offer to Exchange, if holders of 50% or less of either series
of Senior Preferred Stock tender in the Exchange Offer and, as a
result, the holders of both series of Senior Preferred Stock do not
approve the amendments to the certificates of designation and the
issuance of preferred stock, including the Series A-1 Convertible
Preferred Stock, that will rank senior to the Senior Preferred
Stock, holders will receive the following consideration in the
Exchange Offer (the "Minority Exchange Consideration"): For each
tendered share of 14�% Preferred Stock, the holder will receive
$7,500 principal amount of Series�A Notes and $500 initial
liquidation preference of Series�B Convertible Preferred Stock,
which would rank junior to any unexchanged Senior Preferred
Stock;�and For each tendered share of 9�% Preferred Stock, the
holder will receive $4,500 principal amount of Series�A Notes and
$500 initial liquidation preference of Series�B Convertible
Preferred Stock. In the event that at the scheduled expiration date
of the Exchange Offer, holders of 50% or less of either series of
Senior Preferred Stock have tendered in the Exchange Offer, the
Exchange Offer will be extended for ten business days. Withdrawal
rights will continue to apply during this ten business day period
permitting holders who do not wish to receive the Minority Exchange
Consideration to withdraw their previously tendered shares and
revoke their consents. During any such ten-day extension, holders
will continue to be required to consent to the Proposed Amendments
in order to validly tender their shares in the Exchange Offer. If,
upon conclusion of the extension, a majority of shares of either
series of Senior Preferred Stock have been tendered, holders of
such series will still receive the Minority Exchange Consideration,
although the Proposed Amendments will become effective with respect
to such series. The Exchange Offer has been extended and will now
expire at 12:01 A.M., New York City time, on July 11, 2007, unless
extended or terminated. The Exchange Offer was originally scheduled
to expire at 12:01�A.M., New York City time, on July�10, 2007. As
of June 26, 2007, no shares have been tendered in the Exchange
Offer. Except as discussed above, there are no changes to the terms
or conditions of the Exchange Offer. The complete terms of the
Exchange Offer and Consent Solicitation are set forth in the
Schedule TO-I, the Offer to Exchange and the Letter of Transmittal
and Consent that were filed with the Securities and Exchange
Commission. Holders of Senior Preferred Stock are encouraged to
carefully read the Schedule TO-I, the Offer to Exchange and related
materials because they contain important information that
stockholders should consider before making any decision with
respect to the Exchange Offer and Consent Solicitation.
Stockholders may obtain a free copy of these documents at the
website maintained by the Securities and Exchange Commission at
www.sec.gov or by contacting D.F. King & Co., Inc., the
information agent for the Exchange Offer, at (800) 431-9643. The
securities to be offered have not been, and will not be, registered
under the Securities Act of 1933, as amended (the "Securities
Act"), and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities
laws. The Company is relying on Section 3(a)(9) of the Securities
Act to exempt the exchange offer from the registration requirements
of the Securities Act. This announcement is not an offer to
purchase or an offer to exchange or a solicitation of acceptance of
the offer to exchange, which may be made only pursuant to the terms
of the Offer to Exchange and related Letter of Transmittal and
Consent. About ION Media Networks ION Media Networks, Inc. owns and
operates the nation�s largest broadcast television station group
and ION Television, reaching over 90 million U.S. television
households via its nationwide broadcast television, cable and
satellite distribution systems. ION Television currently features
popular TV series and movies from the award-winning libraries of
Warner Bros., Sony Pictures Television, and CBS Television, among
others. ION Media has also partnered with RHI Entertainment, which
owns over 4,000 hours of acclaimed television content, to provide
weekend primetime programming beginning in June 2007. Utilizing its
digital multicasting capability, the company has launched several
digital TV brands, including qubo, a television and multimedia
network for children formed in partnership with several leading
media and entertainment companies, and ION Life, a television and
multimedia network dedicated to health and wellness for consumers
and families. For more information, visit www.ionmedia.tv.
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