UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
ION
MEDIA NETWORKS, INC.
(Name
of
Issuer)
Class
A Common Stock, par value $0.001 per share
(Title
of
Class of Securities)
46205A103
(CUSIP
Number)
|
Matthew
B. Hinerfeld
Citadel
Investment Group, L.L.C.
131
S. Dearborn Street, 32nd Floor
Chicago,
Illinois 60603
(312)
395-3167
|
(Name,
address and telephone numbers of person authorized to receive notices and
communications)
March
29, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box
o.
Note.
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See
Rule
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).
This
Amendment No. 3 to Schedule 13D (this “Third Amendment”) amends and supplements
the Schedule 13D filed with the Securities and Exchange Commission on January
26, 2007 (the “Original Schedule 13D”), as amended by Amendment No. 1, filed on
February 23, 2007 (the “First Amendment”), and Amendment No. 2, filed on March
15, 2007 (the “Second Amendment” and, together with the Original Schedule 13D
and the First Amendment, the “Schedule 13D”), by CIG Media LLC, a Delaware
limited liability company (“CM”), Citadel Limited Partnership, an Illinois
limited partnership (“CLP”), Citadel Investment Group, L.L.C., a Delaware
limited liability company (“CIG”), and Kenneth Griffin, a natural person
(“Griffin” and, together with CM, CLP and CIG, the “Reporting Persons”), with
respect to shares of Class A common stock, par value $0.001 per share (“Class A
Common Stock”), of ION Media Networks, Inc., a Delaware corporation (the
“Issuer”). Capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to such terms in the Schedule 13D. As specifically amended
and supplemented by this Third Amendment, the Schedule 13D shall remain in
full
force and effect.
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ITEM
4.
|
Purpose
of Transaction.
|
Item
4 of the Schedule 13D is hereby amended and supplemented by adding the following
immediately after the last paragraph thereof:
On
March
29, 2007, NBCU and CLP submitted to the Board a letter describing certain
revisions to the terms of the Proposed Transaction (the “Modified Proposal”),
which NBCU and CLP were prepared to make to address certain concerns raised
by
the Board concerning the prior proposal. Under the Modified Proposal, CLP will
commit to invest an additional $100 million in cash in the Issuer following
the
closing of the Proposed Transaction in the form of Series C Convertible
Subordinated Debt which would rank pari passu with the Series A and Series
B
Convertible Callable Subordinated Debt described below and would carry a 7%
simple coupon, which may be accrued non-cash or paid in cash, at the option
of
the Issuer. The conversion price of the Series C Convertible Subordinated Debt
would be $0.75 per share. In addition, holders of 14¼% Cumulative Junior
Exchangeable Preferred Stock (the “14¼% Preferred Stock”) and 9¾% Series A
Convertible Preferred Stock (the “ 9¾% Preferred Stock”) would be eligible to
receive, in exchange for such Preferred Stock, newly issued Series A and Series
B Convertible Callable Subordinated Debt, respectively, which would have a
conversion price of $0.90 per share. Such holders of 14 ¼% Preferred Stock would
receive Series A Convertible Callable Subordinated Debt at an initial exchange
ratio equal to 75% of the current face amount of their securities (the accreted
value as of May 15, 2006) and, depending on the level of participation of
holders of 14 ¼% Preferred Stock in the exchange offer, holders of 9 ¾%
Preferred Stock would receive Series B Convertible Callable Subordinated Debt
at
an initial exchange ratio equal to 40-45% of the current face amount of their
securities (the accreted value as of September 30, 2006). Upon conversion,
the
holders of the Series A and Series B Convertible Callable Subordinated Debt
would receive non-voting common stock. Both the Series A and Series B
Convertible Callable Subordinated Debt would carry a 7% simple coupon, which
may
be accrued non-cash or paid in cash, at the option of the Issuer. The Series
A
and Series B Convertible Callable Subordinated Debt would be callable by the
Issuer. The Modified Proposal also substantially lowers the Issuer’s pro forma
fixed claims after the mandatory conversion of various convertible securities
and the Issuer’s pro forma recurring fixed charges. The Modified Proposal lowers
the dividend and interest accrual of the new securities to be issued in the
Proposed Transaction so that the mandatory conversion thresholds could be more
easily attained.
The
foregoing description of the Modified Proposal, including the changes to the
terms of the Proposed Transaction, is not complete and is subject to the terms
of the letter setting forth the Modified Proposal which is attached hereto
as
Exhibit 99.9 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.
|
ITEM
7.
|
Material
to be Filed as Exhibits.
|
|
99.9
|
Letter,
dated March 29, 2007, from NBC Universal, Inc. and Citadel Limited
Partnership, addressed to the President and Chief Executive Officer
and
Board of Directors of ION Media Networks,
Inc.
|
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:
March 30, 2007
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CIG
MEDIA LLC
By: Citadel
Limited Partnership,
its Portfolio Manager
By: Citadel
Investment Group, L.L.C.,
its General Partner
By:
/s/ Matthew B. Hinerfeld
Matthew B. Hinerfeld
Managing Director and Deputy General Counsel
CITADEL
LIMITED PARTNERSHIP
By: Citadel
Investment Group, L.L.C.,
its General Partner
By:
/s/ Matthew B. Hinerfeld
Matthew B. Hinerfeld
Managing Director and Deputy General Counsel
|
KENNETH
GRIFFIN
By:
/s/ Matthew B. Hinerfeld
Matthew B. Hinerfeld, attorney-in-fact*
CITADEL
INVESTMENT GROUP, L.L.C.
By:
/s/ Matthew B. Hinerfeld
Matthew B. Hinerfeld
Managing Director and Deputy General
Counsel
|
*
Matthew
B. Hinerfeld is signing on behalf of Kenneth Griffin as attorney-in-fact
pursuant to a power of attorney previously filed with the Securities and
Exchange Commission on February 4, 2005, and hereby incorporated by reference
herein. The power of attorney was filed as an attachment to a filing by Citadel
Limited Partnership on Schedule 13G/A for Komag, Incorporated.