ION MEDIA NETWORKS,
INC.
|
Class A Common Stock, par value
$0.001 per share
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46205A103
|
Matthew B.
Hinerfeld
Citadel Investment Group,
L.L.C.
131 S. Dearborn Street, 32nd
Floor
Chicago, Illinois
60603
(312)
395-3167
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February 25,
2008
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CUSIP
No. 46205A103
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Page 2
of 10
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1
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CIG Media
LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a)
ý
(b) o
|
3
|
SEC USE
ONLY
|
4
|
SOURCE
OF FUNDS
AF; WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
674,030,9031
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
674,030,9031
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 8 above.
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%2
|
14
|
TYPE
OF REPORTING PERSON
OO
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1
|
All capitalized terms used but
not otherwise defined in the footnotes to these cover pages shall have the
meanings given to them in the Master Transaction Agreement. The
aggregate number of Shares that the Reporting Persons may be deemed to
beneficially own is the sum of the following: (i) 60,220,578 Shares
beneficially owned by the Reporting Persons; (ii) 8,311,639 Shares that
would be issued to the Reporting Persons upon conversion of the 8,311,639
shares of Class B Common Stock beneficially owned by the Purchaser; (iii)
164,080,068 Shares that would be issued to the Reporting Persons upon
conversion of $123,060,051 of the Company's Series B Convertible
Subordinated Debt beneficially owned by the Purchaser; (iv) 100,000,000
Shares that would be issued to the Purchaser upon exercise of the Warrant;
(v) 224,719,101 Shares that would be issued to the Reporting Persons upon
conversion of the $200,000,000 stated liquidation value of Series E-2
Convertible Preferred that the Reporting Persons received pursuant to
Section 10.11 of the Master Transaction Agreement; and (vi) 116,699,517
Shares that would be issued to the Purchaser upon conversion of the
$87,524,638 aggregate stated liquidation preference of Series C
Convertible Preferred that the Purchaser is entitled to receive upon
exchange of its $87,524,638 aggregate stated liquidation preference of
Series A-2 Preferred Stock pursuant to Section 10.13 of the Master
Transaction Agreement. The 164,080,068 Shares that would be
issued to the Reporting Persons upon conversion of $123,060,051 of the
Company's Series B Convertible Subordinated Debt beneficially owned by the
Purchaser identified in clause (iii) of this footnote 1 includes (x)
133,333,333 Shares that would be issued to the Reporting Persons upon
conversion of $100 million of the Company’s Series B Convertible
Subordinated Debt purchased by the Reporting Persons on May 4, 2007; (y)
20,000,000 Shares that would be issued upon conversion of $15 million of
the Company’s Series B Convertible Subordinated Debt purchased by the
Reporting Persons on August 21, 2007; and (z) 10,746,735 Shares that would
be issued upon conversion of $8,060,051 of the Company’s Series B
Convertible Subordinated Debt issued to the Reporting Persons in the
Contingent Exchange on August 21, 2007.
|
Based
on information reported by the NBCU Entities, National Broadcasting
Company Holding, Inc. and General Electric Company in Amendment No. 12 to
the Schedule 13D filed with the Securities and Exchange Commission on
August 23, 2007, NBC Palm Beach I holds 25,000 shares of 11% Series B
Preferred Stock, 9337.8627 shares of Series D Convertible Preferred and
3,107 shares of Series E-1 Convertible Preferred and NBCU owns $31,621,373
in face value of Series B Convertible Subordinated Debt which, in the
aggregate, are convertible into 541,426,667 Shares. If the
Reporting Persons and the NBCU Entities were deemed to be a group by
virtue of the transactions described in Item 4 of this Schedule 13D, the
Reporting Persons would be deemed to beneficially own an aggregate of
1,215,457,570 Shares. However, the Reporting Persons expressly
disclaim beneficial ownership of the shares of 11% Series B Preferred
Stock, Series D Convertible Preferred and Series E-1 Convertible Preferred
and the Series B Convertible Subordinated Debt owned by any of the NBCU
Entities.
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|
2
|
The
denominator used in calculating this percentage is 674,030,903 which is
the sum of (i) 60,220,578 outstanding Shares as of February 26, 2008 based
on information provided by the Company on February 27, 2008 and (ii)
613,810,325 Shares that would be issued upon conversion of the securities
disclosed in footnote 1 items (ii) through (vi) of this Schedule
13D. If the Reporting Persons and the NBCU Entities were deemed
to be a group by virtue of the transactions described in Item 4 of this
Schedule 13D, the Reporting Persons would be deemed to beneficially own
100% of the Shares. However, the Reporting Persons expressly
disclaim beneficial ownership of the shares of 11% Series B Preferred
Stock, Series D Convertible Preferred, and Series E-1 Convertible
Preferred and the Series B Convertible Subordinated Debt owned by any of
the NBCU Entities.
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|
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CUSIP
No. 46205A103
|
Page 3
of 10
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Limited
Partnership
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a)
ý
(b) o
|
3
|
SEC USE
ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or
2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Illinois
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 8 above.
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%4
|
14
|
TYPE
OF REPORTING PERSON
PN; IA
|
|
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CUSIP
No. 46205A103
|
Page 4
of 10
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Investment Group,
L.L.C.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a)
ý
(b) o
|
3
|
SEC USE
ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
674,030,9035
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
674,030,9035
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 8 above.
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%6
|
14
|
TYPE
OF REPORTING PERSON
OO; HC
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth Griffin
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a)
ý
(b) o
|
3
|
SEC USE
ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
674,030,9037
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
674,030,9037
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 8 above.
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%8
|
14
|
TYPE
OF REPORTING PERSON
IN; HC
|
(a)
|
Number
of
Shares
|
Percentage
of
Shares
|
|
674,030,9039
|
100%10
|
(b)
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Sole power to vote or direct the vote: 0 | ||
Shared power to vote or direct the vote: 674,030,90311 | |||
Sole power to dispose or to direct the disposition: 0 | |||
Shared power to dispose or direct the disposition: 674,030,90312 |
9
|
The aggregate number of Shares
that the Reporting Persons may be deemed to beneficially own is the sum of
the following: (i) 60,220,578 Shares beneficially owned by the Reporting
Persons; (ii) 8,311,639 Shares that would be issued to the Reporting
Persons upon conversion of the 8,311,639 shares of Class B Common Stock
beneficially owned by the Purchaser; (iii) 164,080,068 Shares that would
be issued to the Reporting Persons upon conversion of $123,060,051 of the
Company's Series B Convertible Subordinated Debt beneficially owned by the
Purchaser; (iv) 100,000,000 Shares that would be issued to the Purchaser
upon exercise of the Warrant; (v) 224,719,101 Shares that would be issued
to the Reporting Persons upon conversion of the $200,000,000 stated
liquidation value of Series E-2 Convertible Preferred that the Reporting
Persons received pursuant to Section 10.11 of the Master Transaction
Agreement; and (vi) 116,699,517 Shares that would be issued to the
Purchaser upon conversion of the $87,524,638 aggregate stated liquidation
preference of Series C Convertible Preferred that the Purchaser is
entitled to receive upon exchange of its $87,524,638 aggregate stated
liquidation preference of Series A-2 Preferred Stock pursuant to Section
10.13 of the Master Transaction Agreement. The 164,080,068
Shares that would be issued to the Reporting Persons upon conversion of
$123,060,051 of the Company's Series B Convertible Subordinated Debt
beneficially owned by the Purchaser identified in clause (iii) of this
footnote 9 includes (x) 133,333,333 Shares that would be issued to the
Reporting Persons upon conversion of $100 million of the Company’s Series
B Convertible Subordinated Debt purchased by the Reporting Persons on May
4, 2007; (y) 20,000,000 Shares that would be issued upon conversion of $15
million of the Company’s Series B Convertible Subordinated Debt purchased
by the Reporting Persons on August 21, 2007; and (z) 10,746,735 Shares
that would be issued upon conversion of $8,060,051 of the Company’s Series
B Convertible Subordinated Debt issued to the Reporting Persons in the
Contingent Exchange on August 21,
2007.
|
Based
on information reported by the NBCU Entities, National Broadcasting
Company Holding, Inc. and General Electric Company in Amendment No. 12 to
the Schedule 13D filed with the Securities and Exchange Commission on
August 23, 2007, NBC Palm Beach I holds 25,000 shares of 11% Series B
Preferred Stock, 9337.8627 shares of Series D Convertible Preferred and
3,107 shares of Series E-1 Convertible Preferred and NBCU owns $31,621,373
in face value of Series B Convertible Subordinated Debt which, in the
aggregate, are convertible into 541,426,667 Shares. If the
Reporting Persons and the NBCU Entities were deemed to be a group by
virtue of the transactions described in Item 4 of this Schedule 13D, the
Reporting Persons would be deemed to beneficially own an aggregate of
1,215,457,570 Shares. However, the Reporting Persons expressly
disclaim beneficial ownership of the shares of 11% Series B Preferred
Stock, Series D Convertible Preferred and Series E-1 Convertible Preferred
and the Series B Convertible Subordinated Debt owned by any of the NBCU
Entities.
|
|
10
|
The
denominator used in calculating this percentage is 674,030,903 which is
the sum of (i) 60,220,578 outstanding Shares as of February 26, 2008 based
on information provided by the Company on February 27, 2008 and (ii)
613,810,325 Shares that would be issued upon conversion of the securities
disclosed in footnote 1 items (ii) through (vi) of this Schedule
13D. If the Reporting Persons and the NBCU Entities were deemed
to be a group by virtue of the transactions described in Item 4 of this
Schedule 13D, the Reporting Persons would be deemed to beneficially own
100% of the Shares. However, the Reporting Persons expressly
disclaim beneficial ownership of the shares of 11% Series B Preferred
Stock, Series D Convertible Preferred, and Series E-1 Convertible
Preferred and the Series B Convertible Subordinated Debt owned by any of
the NBCU Entities.
|
11
|
See footnote 9
above.
|
12 |
See footnote 9
above.
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CIG MEDIA
LLC
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KENNETH
GRIFFIN
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|||
By:
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Citadel
Limited Partnership,
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||||
its Manager
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||||
By:
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/s/
Matthew Hinerfeld
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By:
|
/s/
Matthew Hinerfeld
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||
Matthew
Hinerfeld, Managing
|
Matthew
Hinerfeld, attorney-in-fact*
|
||||
Director
and Deputy General Counsel
|
|||||
CITADEL LIMITED
PARTNERSHIP
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CITADEL
INVESTMENT GROUP, L.L.C.
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||||
By:
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Citadel
Investment Group, L.L.C.,
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||||
its
General Partner
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By:
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/s/
Matthew Hinerfeld
|
|||
Matthew
Hinerfeld, Managing
|
|||||
Director
and Deputy General Counsel
|
|||||
By:
|
/s/
Matthew Hinerfeld
|
||||
Matthew
Hinerfeld, Managing
|
|||||
Director
and Deputy General Counsel
|