Transaction Value (1) | Filing Fee (2) | ||||
$831.6 million | $25,531 | ||||
(1) | 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) | 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. |
o 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. |
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
o third-party tender offer subject to Rule 14d-1. | ||
þ issuer tender offer subject to Rule 13e-4. | ||
o going-private transaction subject to Rule 13e-3. | ||
o amendment to Schedule 13D under Rule 13d-2. |
Exhibit Number | Exhibit | |
(a)(1)(i)*
|
Offer to Exchange, dated June 8, 2007. | |
(a)(1)(ii)*
|
Letter of Transmittal and Consent for use by holders of the 141/4% Preferred Stock, dated June 8, 2007. | |
(a)(1)(iii)*
|
Letter of Transmittal and Consent for use by holders of the 93/4% Preferred Stock, dated June 8, 2007. | |
(a)(1)(iv)*
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. | |
(a)(1)(v)*
|
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. | |
(a)(1)(vi)*
|
Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. | |
(a)(2)
|
None. | |
(a)(3)
|
None. | |
(a)(4)
|
None. | |
(a)(5)*
|
Press Release, issued June 8, 2007. | |
(b)
|
None. |
Exhibit Number | Exhibit | |
(d)(i)
|
Master Transaction Agreement, dated as of November 7, 2005, among Lowell W. Paxson, Second Crystal Diamond Limited Partnership, Paxson Enterprises, Inc., Paxson Communications Corporation (n/k/a ION Media Networks, Inc.), Paxson Management Corporation, NBC Universal, Inc., NBC Palm Beach Investment I, Inc. and NBC Palm Beach Investment II, Inc. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Paxson Communications Corporation (n/k/a ION Media Networks, Inc.) with the SEC on November 7, 2005). | |
(d)(ii)
|
Amended and Restated Investment Agreement, dated as of November 7, 2005, by and between Paxson Communications Corporation (n/k/a ION Media Networks, Inc.) and NBC Universal, Inc. (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Paxson Communications Corporation (n/k/a ION Media Networks, Inc.) with the SEC on November 7, 2005). | |
(d)(iii)
|
Amended and Restated Stockholder Agreement, dated as of November 7, 2005, among Paxson Communications Corporation (n/k/a ION Media Networks, Inc.), NBC Universal, Inc., Lowell W. Paxson, Second Crystal Diamond Limited Partnership and Paxson Enterprises, Inc. (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Paxson Communications Corporation (n/k/a ION Media Networks, Inc.) with the SEC on November 7, 2005). | |
(d)(iv)
|
Letter Amendment to Registration Rights Agreement, dated November 7, 2005, between Paxson Communications Corporation (n/k/a ION Media Networks, Inc.) and NBC Universal, Inc. (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by Paxson Communications Corporation (n/k/a ION Media Networks, Inc.) with the SEC on November 7, 2005). | |
(d)(v)
|
Company Stock Purchase Agreement, dated as of November 7, 2005, among Lowell W. Paxson, Second Crystal Diamond Limited Partnership, and Paxson Enterprises, Inc. and Paxson Communications Corporation (n/k/a ION Media Networks, Inc.) (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed by Paxson Communications Corporation (n/k/a ION Media Networks, Inc.) with the SEC on November 7, 2005). | |
(d)(vi)
|
Master Transaction Agreement, dated as of May 3, 2007, among ION Media Networks, Inc., NBC Universal, Inc., NBC Palm Beach Investment I, Inc., NBC Palm Beach Investment II, Inc. and CIG Media LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by ION Media Networks, Inc. with the SEC on May 10, 2007). | |
(d)(vii)
|
Indenture, dated May 4, 2007, by and between ION Media Networks, Inc. and The Bank of New York Trust Company, N.A., governing the 11% Series B Mandatorily Convertible Senior Subordinated Notes due 2013 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by ION Media Networks, Inc. with the SEC on May 10, 2007). | |
(d)(viii)
|
Form of Warrant by and between ION Media Networks, Inc. and CIG Media LLC (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by ION Media Networks, Inc. with the SEC on May 10, 2007). | |
(d)(ix)
|
Call Agreement, dated as of May 4, 2007, between ION Media Networks, Inc. and NBC Palm Beach Investment I, Inc. (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by ION Media Networks, Inc. with the SEC on May 10, 2007). | |
(d)(x)
|
Registration Rights Agreement for New Securities, dated as of May 4, 2007, among ION Media Networks, Inc., NBC Universal, Inc. and CIG Media LLC (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by ION Media Networks, Inc. with the SEC on May 10, 2007). | |
(d)(xi)
|
Registration Rights Agreement for Series B Convertible Subordinated Debt, dated as of May 4, 2007, among ION Media Networks, Inc., NBC Universal, Inc. and CIG Media LLC (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed by ION Media Networks, Inc. with the SEC on May 10, 2007). |
Exhibit Number | Exhibit | |
(d)(xii)
|
Stockholders Agreement, dated as of May 4, 2007, among ION Media Networks, Inc., CIG Media LLC and NBC Universal, Inc. (incorporated by reference to Exhibit 4.7 to the Current Report on Form 8-K filed by ION Media Networks, Inc. with the SEC on May 10, 2007). | |
(d)(xiii)*
|
Amendment to Master Transaction Agreement, dated as of June 8, 2007, among ION Media Networks, Inc., NBC Universal, Inc., NBC Palm Beach Investment I, Inc., NBC Palm Beach Investment II, Inc. and CIG Media LLC. | |
(g)
|
None. | |
(h)
|
None. |
* | Filed herewith. |
ION MEDIA NETWORKS, INC. |
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By: | /s/ Richard Garcia | |||
Name: | Richard Garcia | |||
Title: | Senior Vice President and Chief Financial Officer |
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