UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 3)
ION MEDIA NETWORKS, INC.
(Name of Subject Company (Issuer))
ION MEDIA NETWORKS, INC.
(Name of Filing Person (Issuer))
131/4% CUMULATIVE JUNIOR EXCHANGEABLE PREFERRED STOCK
93/4% SERIES A CONVERTIBLE PREFERRED STOCK
(Title of Class of Securities)
131/4% CUMULATIVE JUNIOR EXCHANGEABLE PREFERRED STOCK (CUSIP No. 46205A400)
93/4% SERIES A CONVERTIBLE PREFERRED STOCK (CUSIP Nos. 46205A301 and 46205A202)
(CUSIP Number of Class of Securities)
Adam K. Weinstein, Esq.
Senior Vice President, Secretary and Chief Legal Officer
ION Media Networks, Inc.
601 Clearwater Park Road
West Palm Beach, Florida 33401
(561) 659-4122
(Name, Address, and Telephone Numbers of Persons Authorized to Receive Notices and Communications Behalf of Filing Person)
With a copy to:
David L. Perry, Jr., Esq.
Holland & Knight LLP
222 Lakeview Avenue, Suite 1000
West Palm Beach, Florida 33401
(561) 833-2000
CALCULATION OF FILING FEE
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Transaction Value (1) |
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Filing Fee (2) |
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$831.6 million
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$25,531 |
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(1) |
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Estimated pursuant to Rule 457(f)(2) based on the book value of the shares of the Companys
131/4% Preferred Stock and 93/4% Preferred Stock that may be received by the Company in the
Exchange Offer. |
(2) |
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The amount of the filing fee calculated in accordance with Rule 0-11(a)(2) of the Securities
Act of 1934, as amended, equals $30.70 for each $1,000,000. |
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þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) 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: $25,531
Form or Registration No.: SC TO-I
Filing Party: ION Media Networks, Inc.
Date Filed: June 8, 2007
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o 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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o third-party tender offer subject to Rule 14d-1. |
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þ issuer tender offer subject to Rule 13e-4. |
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o going-private transaction subject to Rule 13e-3. |
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o 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. o
This
Amendment No. 3 (this Amendment) amends and
supplements the tender offer statement on Schedule TO originally
filed on June 8, 2007 by ION Media Networks, Inc., a
Delaware corporation (the Company), pursuant to Section 13(e) of the Securities Exchange Act of
1934 in connection with its offer to exchange (the Exchange Offer) its newly issued 11% Series A
Mandatorily Convertible Senior Subordinated Notes due 2013 (the Series A Notes) and, depending on
the participation levels in the Exchange Offer, either its newly issued 12% Series A-1 Mandatorily
Convertible Preferred Stock due 2013 (the Series A-1 Convertible Preferred Stock) or its newly
issued 12% Series B Mandatorily Convertible Preferred Stock due 2013 (the 12% Series B Convertible
Preferred Stock) for any and all of its outstanding shares of 131/4% Cumulative Junior Exchangeable
Preferred Stock (currently accruing dividends at the rate of 141/4%) (the 141/4% Preferred Stock) and
any and all of its 93/4% Series A Convertible Preferred Stock (the 93/4% Preferred Stock, and
together with the 141/4% Preferred Stock, the Old Stock) validly tendered and accepted.
The Exchange Offer is made upon the terms and subject to the conditions described in the offer
to exchange and consent solicitation dated June 8, 2007 (as may be supplemented or amended from
time to time, the Offer to Exchange) and the related
Letter of Transmittal and Consent previously filed as Exhibits
(a)(1)(i), (a)(1)(ii) and (a)(i)(iii). The information in the Offer to Exchange,
including all attachments thereto, is expressly incorporated into this Schedule TO by reference in
response to all the items of Schedule TO, except as otherwise
set forth below. Capitalized
terms used and not otherwise defined in this Amendment shall have the
meanings assigned to them in the Offer to Exchange.
Item 4. Terms of the Transaction.
Item 4 of the Schedule TO is hereby amended and supplemented to add the following
information:
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
defined below, in the Exchange Offer.
As disclosed in the Offer to Exchange, holders will receive the following consideration in the
Exchange Offer:
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For each tendered share of 141/4% 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 |
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For each tendered share of 93/4% 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 Company does not receive the
requisite approvals of the Proposed Amendments and Senior Issuance from both series of Senior
Preferred Stock in the Consent Solicitation, holders will receive the following consideration in
the Exchange Offer (the Minority Exchange Consideration):
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For each tendered share of 141/4% 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 |
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For each tendered share of 93/4% 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.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:
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Exhibit Number |
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Exhibit |
(a)(9)
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Press Release, issued June 26, 2007 |