ION Media extends exchange offer for preferreds after motion for injunction denied

By Lisa Kerner

Charlotte, N.C., July 11 - ION Media Networks, Inc. extended its exchange offer to 11:59 p.m. ET on July 13, from July 11, after a Delaware court denied a motion by plaintiffs to enjoin the offer and June 8 consent solicitation. Shareholders are being given additional time to review the latest information, ION said.

The company is offering to exchange its outstanding 13.25% cumulative junior exchangeable preferred stock, currently accruing dividends at 14.25%, and its 9.75% series A convertible preferred stock.

As previously reported, under the offer ION will issue new 11% series A mandatorily convertible senior subordinated notes due 2013 and, depending on participation levels in the exchange, either new 12% series A-1 mandatorily convertible preferred stock or 12% series B mandatorily convertible preferred stock.

As of July 11, roughly 1,248 shares of 14.25% preferreds and 1,680 shares of 9.75% preferreds have been tendered in the offer, the company said in a news release.

ION is soliciting consents to amend the certificate of designations of the preferreds to eliminate all voting rights, other than voting rights required by law; its obligation to repurchase the senior preferreds upon a change of control; all redemption rights; all exchange rights for the 14.25% preferreds; and substantially all of the restrictive covenants.

In addition, the company is seeking consent to issue the new preferreds, including the 12% series A-1 convertible preferred stock.

The exchange offer is part of a recapitalization plan in which ION would be taken private by affiliates of Citadel Investment Group, LLC and NBC Universal, Inc.

D.F. King & Co., Inc. is the information agent (800 431-9643).

ION is a network television broadcast company based in West Palm Beach, Fla.

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