UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

ION MEDIA NETWORKS, INC.

(Name of Issuer)

Class A Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

704231109

(CUSIP Number)

Elizabeth A. Newell, Assistant Secretary

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)

April 30, 2007

(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 § 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 § 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).

 

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This Amendment No. 9 to Schedule 13D (“Amendment No. 9”) 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, Amendment No. 3 filed on January 18, 2007, Amendment No. 4 filed on February 23, 2007, Amendment No. 5 filed on March 15, 2007, Amendment No. 6 filed on March 30, 2007, Amendment No. 7 filed on April 11, 2007, and Amendment No. 8 filed on April 12, 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. (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 of the Schedule 13D is hereby amended and supplemented by adding the following immediately after the last paragraph thereof:

“On April 30, 2007, NBCU and CLP submitted to the Board a letter (the “April 30 Letter”) to address the remaining issues raised by the Special Committee and its advisors regarding the Proposed Transaction. The April 30 Letter further improves the financial terms of the proposed exchange offer for the holders of existing 14¼% Preferred Stock and 9¾% Preferred Stock as follows:

 

The coupon of the Series A Convertible Subordinated Debt has been increased from 7% to 11%. Similarly, the Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock carry a 12% coupon. The Series B Convertible Preferred Stock will rank junior to the Series A Convertible Preferred Stock and pari passu with the preferred stock to be issued to Citadel. None of these securities will be mandatorily convertible in the first year or callable for the life of the securities. In the second year, the securities will be mandatorily convertible at 102% of the conversion price; in the third year, the securities will be mandatorily convertible at 101% of the conversion price; and the securities will be mandatorily convertible at 100% of the conversion price thereafter. Given both the improved coupon and the mandatory conversion protection, these revisions provide holders with significant value enhancements.

In addition, the consummation of the Exchange Offer is no longer conditioned upon receipt of FCC approval; such revision would expedite the delivery of value to the holders of 14 ¼% Preferred Stock and 9 ¾% Preferred Stock who choose to exchange their securities in the exchange offer.

Furthermore, CM has agreed to invest additional capital to cover the transaction expenses incurred by the Company in addition to the $100 million of cash previously contemplated. These funds would be invested in the Company in conjunction with the commencement of the Tender Offer in exchange for newly issued Series B

 

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Convertible Subordinated Debt. In effect, CM will fund $100 million to facilitate the Company’s business plan and will fund an additional amount to be agreed, to cover the expenses incurred by the Company relating to our Proposed Transaction. In addition, CM and NBCU have agreed to pay for the legal and financial advisory expenses that are incurred on their behalf and the Company will no longer be required to cover these expenses.

This description of the April 30 Letter, including the changes to the terms of the Proposed Transaction, is not complete and is subject to the terms of the April 30 Letter, attached hereto as Exhibit 28 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.”

 

 

 

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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.

 

 

 

 

Dated: April 30, 2007

 

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EXHIBIT INDEX

 

 

 

 

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April 30, 2007

 

The Board of Directors

ION Media Networks, Inc.

601 Clearwater Park Road

West Palm Beach, Florida 33401

 

Ladies and Gentlemen:

 

Thank you for the time and effort spent by ION Media Networks, Inc. (the “Company”), its Board of Directors (the “Board”) and all of their respective advisors in reviewing our proposal and providing constructive responses. As you may know, we met with the Special Committee and its advisors on Friday, April 27, 2007 in an effort to address the remaining issues that the Special Committee and its advisors had previously identified to us with respect to our transaction proposal. We wish to summarize for you the significant improvements that we have made to our proposal, which we believe comprehensively address all of the remaining issues of the Special Committee and its advisors.

 

Exchange Offer Consideration. Consistent with our prior proposal, if holders of more than 50% of each of the 14 ¼% Preferred Stock and 9 ¾% Preferred Stock tender in the exchange offer, then:

 

 

 

However, if holders of 50% or less of either the 14 ¼% Preferred Stock or 9 ¾% Preferred Stock tender in the exchange offer, then:

 

 

 

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2006) of newly issued Series A Convertible Subordinated Debt and 5% in face amount of newly issued Series B Convertible Preferred Stock, which would rank pari passu with the preferred stock owned by Citadel; and

 

 

In an effort to improve the value proposition of the new Series A Convertible Subordinated Debt, the coupon has been adjusted upward from 7% to 11%. This increased coupon significantly improves the valuation of the new Series A Convertible Subordinated Debt. Similarly, the Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock carry 12% coupons.

 

As a further enhancement to the new securities offered to the holders of the 14 ¼% Preferred Stock and 9 ¾% Preferred Stock that choose to exchange, we have incorporated mandatory conversion protection for the benefit of the holders of the new Series A Convertible Subordinated Debt, Series A Convertible Preferred Stock and Series B Convertible Preferred Stock. None of these securities will be mandatorily convertible in the first year or callable for the life of the securities. In the second year, the securities will be mandatorily convertible at 102% of the conversion price; in the third year, the securities will be mandatorily convertible at 101% of the conversion price; and the securities will be mandatorily convertible at 100% of the conversion price thereafter. Given both the improved coupon and the mandatory conversion protection, these revisions provide holders with significant value enhancements.

 

Exchange Offer Timing. Our revised proposal now contemplates that the consummation of the Exchange Offer is no longer conditioned upon receipt of FCC approval. As a result, our revised proposal now contemplates that the Company would commence the Exchange Offer as promptly as practicable following commencement of the Tender Offer and does not contemplate a requirement to extend the Exchange Offer until the receipt of FCC approval. This revision would expedite the delivery of value to the holders of 14 ¼% Preferred Stock and 9 ¾% Preferred Stock who choose to exchange their securities.

 

Funding. Citadel has agreed to invest additional capital to cover the transaction expenses incurred by the Company in addition to the $100 million of cash previously contemplated. These funds would be invested in the Company in conjunction with the commencement of the Tender Offer in exchange for newly issued Series B Convertible Subordinated Debt. In effect, Citadel will fund $100 million to facilitate the Company’s business plan and will fund an additional amount to be agreed, to cover the expenses incurred by the Company relating to our transaction proposal.

 

Transaction Costs. Citadel and NBCU have agreed to pay for the legal and financial advisory expenses that are incurred on their behalf. The Company will no longer be required to cover these expenses.

 

 

 

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Our revised proposal would convey substantial value to the holders of 14 ¼% Preferred Stock and 9 ¾% Preferred Stock, and addresses all of the concerns raised by the Company, the Board, the Special Committee and all of their respective advisors with respect to the transactions. Our legal advisors have been working diligently to put in place definitive documentation by Thursday, May 3, 2007. It is imperative that we be in a position to sign documentation by that date in order for the Call Right to be exercised and the Tender Offer to be commenced by May 4, 2007 and therefore for the holders of public market Class A Common Stock to receive cash consideration of $1.46 in the Tender Offer.

 

We wish to emphasize that should the May 4, 2007 deadline to exercise the Call Right and commence the Tender Offer lapse, holders of Class A Common Stock would be deprived of the right to receive the cash consideration in the Tender Offer as contemplated by our proposal. We reiterate our belief that if the Tender Offer does not occur in accordance with the Call Right, the trading price of the Class A common stock will fall back to levels similar to the pre-announcement trading price. It is also important to note that any transaction that Citadel and NBCU undertake after May 4, 2007 would no longer be required to include a minimum cash consideration of $1.46 per share to be paid to holders of Class A Common Stock of the Company.

 

Except as modified herein, our proposal remains subject to the conditions contained in our letter of January 17, 2007, as modified in our letters of February 22, 2007, March 29, 2007 and April 11, 2007.

 

We look forward to working with you and your advisors to finalize the documentation necessary to consummate the proposed transactions as soon as possible. In the interim, please do not hesitate to contact either of the undersigned if you have any questions.

 

Very truly yours,

 

 

 

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