ION Media Networks Announces that it will Issue Minority Consideration in Exchange Offer and Extends Exchange Offer and Consent
16 Julio 2007 - 7:43AM
Business Wire
ION Media Networks, Inc. (AMEX:ION) (the "Company") today announced
that since less than 50% of the outstanding shares of each of its
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") was tendered into the exchange offer and
consent solicitation (the "Exchange Offer") that the Company
launched on June 8, 2007, 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 11% Series�A
Mandatorily Convertible Senior Subordinated Notes due 2013 (the
"Series A Notes") and $500 initial liquidation preference of 12%
Series�B Mandatorily Convertible Preferred Stock (the "Series B
Convertible Preferred Stock"), which will 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. The Company has extended the
Exchange Offer, which will now expire at 12:00 midnight, New York
City time, at the end of the day on Friday, July 27, 2007, unless
extended or terminated. As of 11:59 P.M., New York City time, on
July 13, 2007, approximately 14,409 shares, representing
approximately 25.3% of the outstanding shares, of 14�% Preferred
Stock and 1,774 shares, representing approximately 10.6% of the
outstanding shares, of 9�% Preferred Stock have been tendered in
the Exchange Offer. Withdrawal rights will continue to apply during
this extension of the Exchange Offer, permitting holders who do not
wish to receive the Minority Exchange Consideration to withdraw
their previously tendered shares and revoke their consents. Holders
will continue to be required to consent to the proposed amendments
to the certificates of designation governing the Senior Preferred
Stock in order to validly tender their shares in the Exchange
Offer. If, at the expiration of the Exchange Offer, 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. As previously
announced, in actions filed by certain holders of the 14�%
Preferred Stock and the 9�% Preferred Stock, the Court of Chancery
of the State of Delaware in and for New Castle County denied the
plaintiffs� motion to enjoin the Exchange Offer. On July 12, 2007,
the plaintiffs sought permission to�appeal the denial of their
motion and are seeking to enjoin the Exchange Offer pending the
appeal. The Company will include in the amended Exchange Offer
documents additional information about CIG Media LLC as a co-bidder
in the Exchange Offer. Except as described above, no other terms of
the Exchange Offer have changed. The complete terms of the Exchange
Offer are set forth in the Schedule TO-I, as amended, the Offer to
Exchange dated June 8, 2007 and the Letter of Transmittal and
Consent that were each filed with the Securities and Exchange
Commission. Holders of Senior Preferred Stock are encouraged to
carefully read the Schedule TO-I, as amended, the Offer to
Exchange, the Letter of Transmittal and Consent and other related
materials because they contain important information that
stockholders should consider before making any decision with
respect to the Exchange Offer. 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 being 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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