UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Media General, Inc.
(Name of Issuer)
Voting Common Stock
(Title of Class of Securities)
58441K 100
(CUSIP Number)
Hicks Muse Fund III Incorporated
2100 McKinney Avenue, Suite 1600
Dallas, Texas 75201
Telephone Number: (214) 740-7300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copies to:
Media General, Inc. 333 E. Franklin Street Richmond, Virginia 23219 (804) 887-5000 |
Robert L. Kimball Vinson & Elkins L.L.P. 2001 Ross Avenue, Suite 3700 Dallas, Texas 75201 (214) 220-7700 |
May 11, 2016
(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 persons 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).
CUSIP NO. 58441K 100 |
1 | Name of reporting person:
Hicks, Muse, Tate & Furst Equity Fund III, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions):
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or (2)
¨ | |||||
6 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
7 | Sole voting power
0 | ||||
8 | Shared voting power
8,855,759 (See Item 5) | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
8,855,759 (See Item 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
8,855,759 (See Item 5) | |||||
12 | Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
13 | Percent of class represented by amount in row (11)
6.9% (See Item 5) | |||||
14 | Type of reporting person (see instructions)
PN |
2
CUSIP NO. 58441K 100 |
1 | Name of reporting person:
HM3/GP Partners, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions):
N/A | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or (2)
¨ | |||||
6 | Citizenship or place of organization
Texas | |||||
Number of shares beneficially owned by each reporting person with |
7 | Sole voting power
0 | ||||
8 | Shared voting power
8,855,759 (See Item 5) | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
8,855,759 (See Item 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
8,855,759 (See Item 5) | |||||
12 | Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
13 | Percent of class represented by amount in row (11)
6.9% (See Item 5) | |||||
14 | Type of reporting person (see instructions)
PN |
3
CUSIP NO. 58441K 100 |
1 | Name of reporting person:
Hicks Muse GP Partners III, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions):
N/A | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or (2)
¨ | |||||
6 | Citizenship or place of organization
Texas | |||||
Number of shares beneficially owned by each reporting person with |
7 | Sole voting power
0 | ||||
8 | Shared voting power
8,971,563 (See Item 5) | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
8,971,563 (See Item 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
8,971,563 (See Item 5) | |||||
12 | Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
13 | Percent of class represented by amount in row (11)
7.0% (See Item 5) | |||||
14 | Type of reporting person (see instructions)
PN |
4
CUSIP NO. 58441K 100 |
1 | Name of reporting person:
Hicks Muse Fund III Incorporated | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions):
N/A | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or (2)
¨ | |||||
6 | Citizenship or place of organization
Texas | |||||
Number of shares beneficially owned by each reporting person with |
7 | Sole voting power
0 | ||||
8 | Shared voting power
8,971,563 (See Item 5) | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
8,971,563 (See Item 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
8,971,563 (See Item 5) | |||||
12 | Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
13 | Percent of class represented by amount in row (11)
7.0% (See Item 5) | |||||
14 | Type of reporting person (see instructions)
CO |
5
CUSIP NO. 58441K 100 |
1 | Name of reporting person:
HM3 Coinvestors, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions):
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or (2)
¨ | |||||
6 | Citizenship or place of organization
Texas | |||||
Number of shares beneficially owned by each reporting person with |
7 | Sole voting power
0 | ||||
8 | Shared voting power
115,804 (See Item 5) | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
115,804 (See Item 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
115,804 (See Item 5) | |||||
12 | Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
13 | Percent of class represented by amount in row (11)
0.1% (See Item 5) | |||||
14 | Type of reporting person (see instructions)
PN |
6
CUSIP NO. 58441K 100 |
1 | Name of reporting person:
Hicks, Muse & Co. Partners, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions):
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or (2)
¨ | |||||
6 | Citizenship or place of organization
Texas | |||||
Number of shares beneficially owned by each reporting person with |
7 | Sole voting power
0 | ||||
8 | Shared voting power
123,198 (See Item 5) | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
123,198 (See Item 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
123,198 (See Item 5) | |||||
12 | Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
13 | Percent of class represented by amount in row (11)
0.1% (See Item 5) | |||||
14 | Type of reporting person (see instructions)
PN |
7
CUSIP NO. 58441K 100 |
1 | Name of reporting person:
HM Partners Inc. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions):
N/A | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or (2)
¨ | |||||
6 | Citizenship or place of organization
Texas | |||||
Number of shares beneficially owned by each reporting person with |
7 | Sole voting power
0 | ||||
8 | Shared voting power
123,198 (See Item 5) | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
123,198 (See Item 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
123,198 (See Item 5) | |||||
12 | Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
13 | Percent of class represented by amount in row (11)
0.1% (See Item 5) | |||||
14 | Type of reporting person (see instructions)
CO |
8
CUSIP NO. 58441K 100 |
1 | Name of reporting person:
Hicks, Muse, Tate & Furst Equity Fund IV, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions):
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or (2)
¨ | |||||
6 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
7 | Sole voting power
0 | ||||
8 | Shared voting power
2,293,007 (See Item 5) | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
2,293,007 (See Item 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
2,293,007 (See Item 5) | |||||
12 | Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
13 | Percent of class represented by amount in row (11)
1.8% (See Item 5) | |||||
14 | Type of reporting person (see instructions)
PN |
9
CUSIP NO. 58441K 100 |
1 | Name of reporting person:
Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions):
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or (2)
¨ | |||||
6 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
7 | Sole voting power
0 | ||||
8 | Shared voting power
15,423 (See Item 5) | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
15,423 (See Item 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
15,423 (See Item 5) | |||||
12 | Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
13 | Percent of class represented by amount in row (11)
0.01% (See Item 5) | |||||
14 | Type of reporting person (see instructions)
PN |
10
CUSIP NO. 58441K 100 |
1 | Name of reporting person:
HM4 Partners, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions):
N/A | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or (2)
¨ | |||||
6 | Citizenship or place of organization
Texas | |||||
Number of shares beneficially owned by each reporting person with |
7 | Sole voting power
0 | ||||
8 | Shared voting power
2,308,430 (See Item 5) | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
2,308,430 (See Item 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
2,308,430 (See Item 5) | |||||
12 | Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
13 | Percent of class represented by amount in row (11)
1.8% (See Item 5) | |||||
14 | Type of reporting person (see instructions)
PN |
11
CUSIP NO. 58441K 100 |
1 | Name of reporting person:
Hicks, Muse GP Partners L.A., L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions):
N/A | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or (2)
¨ | |||||
6 | Citizenship or place of organization
Texas | |||||
Number of shares beneficially owned by each reporting person with |
7 | Sole voting power
0 | ||||
8 | Shared voting power
2,308,430 (See Item 5) | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
2,308,430 (See Item 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
2,308,430 (See Item 5) | |||||
12 | Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
13 | Percent of class represented by amount in row (11)
1.8% (See Item 5) | |||||
14 | Type of reporting person (see instructions)
PN |
12
CUSIP NO. 58441K 100 |
1 | Name of reporting person:
Hicks, Muse Latin America Fund I Incorporated | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions):
N/A | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or (2)
¨ | |||||
6 | Citizenship or place of organization
Texas | |||||
Number of shares beneficially owned by each reporting person with |
7 | Sole voting power
0 | ||||
8 | Shared voting power
2,308,430 (See Item 5) | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
2,308,430 (See Item 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
2,308,430 (See Item 5) | |||||
12 | Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
13 | Percent of class represented by amount in row (11)
1.8% (See Item 5) | |||||
14 | Type of reporting person (see instructions)
CO |
13
CUSIP NO. 58441K 100 |
1 | Name of reporting person:
HM4-EQ Coinvestors, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions):
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or (2)
¨ | |||||
6 | Citizenship or place of organization
Texas | |||||
Number of shares beneficially owned by each reporting person with |
7 | Sole voting power
0 | ||||
8 | Shared voting power
35,584 (See Item 5) | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
35,584 (See Item 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
35,584 (See Item 5) | |||||
12 | Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
13 | Percent of class represented by amount in row (11)
0.03% (See Item 5) | |||||
14 | Type of reporting person (see instructions)
PN |
14
CUSIP NO. 58441K 100 |
1 | Name of reporting person:
Hicks, Muse GP Partners IV, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions):
N/A | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or (2)
¨ | |||||
6 | Citizenship or place of organization
Texas | |||||
Number of shares beneficially owned by each reporting person with |
7 | Sole voting power
0 | ||||
8 | Shared voting power
35,584 (See Item 5) | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
35,584 (See Item 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
35,584 (See Item 5) | |||||
12 | Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
13 | Percent of class represented by amount in row (11)
0.03% (See Item 5) | |||||
14 | Type of reporting person (see instructions)
PN |
15
CUSIP NO. 58441K 100 |
1 | Name of reporting person:
Hicks, Muse Fund IV, LLC | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions):
N/A | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or (2)
¨ | |||||
6 | Citizenship or place of organization
Texas | |||||
Number of shares beneficially owned by each reporting person with |
7 | Sole voting power
0 | ||||
8 | Shared voting power
35,584 (See Item 5) | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
35,584 (See Item 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
35,584 (See Item 5) | |||||
12 | Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
13 | Percent of class represented by amount in row (11)
0.03% (See Item 5) | |||||
14 | Type of reporting person (see instructions)
OO |
16
CUSIP NO. 58441K 100 |
1 | Name of reporting person:
HM Capital Partners I LP | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions):
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or (2)
¨ | |||||
6 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
7 | Sole voting power
0 | ||||
8 | Shared voting power
4,829 (See Item 5) | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
4,829 (See Item 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
4,829 (See Item 5) | |||||
12 | Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
13 | Percent of class represented by amount in row (11)
0.004% (See Item 5) | |||||
14 | Type of reporting person (see instructions)
PN |
17
CUSIP NO. 58441K 100 |
1 | Name of reporting person:
HMCP GP LLC | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions):
N/A | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or (2)
¨ | |||||
6 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
7 | Sole voting power
0 | ||||
8 | Shared voting power
4,829 (See Item 5) | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
4,829 (See Item 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
4,829 (See Item 5) | |||||
12 | Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
13 | Percent of class represented by amount in row (11)
0.004% (See Item 5) | |||||
14 | Type of reporting person (see instructions)
OO |
18
CUSIP NO. 58441K 100 |
1 | Name of reporting person:
Muse Family Enterprises, Ltd. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions):
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or (2)
¨ | |||||
6 | Citizenship or place of organization
Texas | |||||
Number of shares beneficially owned by each reporting person with |
7 | Sole voting power
0 (See Item 5) | ||||
8 | Shared voting power
685 (See Item 5) | |||||
9 | Sole dispositive power
0 (See Item 5) | |||||
10 | Shared dispositive power
685 (See Item 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
685 (See Item 5) | |||||
12 | Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
13 | Percent of class represented by amount in row (11)
0.001% (See Item 5) | |||||
14 | Type of reporting person (see instructions)
PN |
19
CUSIP NO. 58441K 100 |
1 | Name of reporting person:
JRM Interim Investors, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions):
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or (2)
¨ | |||||
6 | Citizenship or place of organization
Texas | |||||
Number of shares beneficially owned by each reporting person with |
7 | Sole voting power
0 (See Item 5) | ||||
8 | Shared voting power
4,927 (See Item 5) | |||||
9 | Sole dispositive power
0 (See Item 5) | |||||
10 | Shared dispositive power
4,927 (See Item 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
4,927 (See Item 5) | |||||
12 | Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
13 | Percent of class represented by amount in row (11)
0.004% (See Item 5) | |||||
14 | Type of reporting person (see instructions)
PN |
20
CUSIP NO. 58441K 100 |
1 | Name of reporting person:
JRM Management Company, LLC | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions):
N/A | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or (2)
¨ | |||||
6 | Citizenship or place of organization
Texas | |||||
Number of shares beneficially owned by each reporting person with |
7 | Sole voting power
0 (See Item 5) | ||||
8 | Shared voting power
5,612 (See Item 5) | |||||
9 | Sole dispositive power
0 (See Item 5) | |||||
10 | Shared dispositive power
5,612 (See Item 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
5,612 (See Item 5) | |||||
12 | Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
13 | Percent of class represented by amount in row (11)
0.004% (See Item 5) | |||||
14 | Type of reporting person (see instructions)
OO |
21
CUSIP NO. 58441K 100 |
1 | Name of reporting person:
John R. Muse | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions):
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or (2)
¨ | |||||
6 | Citizenship or place of organization
United States of America | |||||
Number of shares beneficially owned by each reporting person with |
7 | Sole voting power
182,411 (See Item 5) | ||||
8 | Shared voting power
11,449,216 (See Item 5) | |||||
9 | Sole dispositive power
182,411 (See Item 5) | |||||
10 | Shared dispositive power
11,449,216 (See Item 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
11,631,627 (See Item 5) | |||||
12 | Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
13 | Percent of class represented by amount in row (11)
9.0% (See Item 5) | |||||
14 | Type of reporting person (see instructions)
IN |
22
CUSIP NO. 58441K 100 |
1 | Name of reporting person:
Andrew S. Rosen | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions):
N/A | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or (2)
¨ | |||||
6 | Citizenship or place of organization
United States of America | |||||
Number of shares beneficially owned by each reporting person with |
7 | Sole voting power
0 | ||||
8 | Shared voting power
11,443,604 (See Item 5) | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
11,443,604 (See Item 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
11,443,604 (See Item 5) | |||||
12 | Check if the aggregate amount in row (11) excludes certain shares (see instructions)
¨ | |||||
13 | Percent of class represented by amount in row (11)
8.9% (See Item 5) | |||||
14 | Type of reporting person (see instructions)
IN |
23
This Amendment No. 2 amends and restates the Schedule 13D filed on December 29, 2014, and amended on January 27, 2016, in its entirety. This Amendment No. 2 is referred to herein as this Schedule 13D.
Item 1. | Security and Issuer |
The title and class of equity security to which this Schedule 13D relates is the Voting Common Stock (the Voting Common Stock) of Media General, Inc., a Virginia corporation (Media General). The address of the principal executive offices of Media General is 333 E. Franklin Street, Richmond, Virginia 23219.
Item 2. | Identity and Background |
Name of Persons filing this Statement (the Filing Parties):
Hicks, Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited partnership (Fund III);
HM3/GP Partners, L.P., a Texas limited partnership (HM3/GP Partners);
Hicks Muse GP Partners III, L.P., a Texas limited partnership (GP Partners III);
Hicks Muse Fund III Incorporated, a Texas corporation (Fund III Incorporated);
HM3 Coinvestors, L.P., a Texas limited partnership (HM3 Coinvestors);
Hicks, Muse & Co. Partners, L.P., a Texas limited partnership (HM&Co.);
HM Partners Inc., a Texas corporation (HM Partners);
Hicks, Muse, Tate & Furst Equity Fund IV, L.P., a Delaware limited partnership (Fund IV);
Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P., a Delaware limited partnership (Private Fund IV);
HM4 Partners, L.P., a Texas limited partnership (HM4 Partners);
Hicks, Muse GP Partners L.A., L.P., a Texas limited partnership (GP Partners LA);
Hicks, Muse Latin America Fund I Incorporated, a Texas corporation (LA Fund I Incorporated);
HM4-EQ Coinvestors, L.P., a Texas limited partnership (HM4-EQ Coinvestors);
Hicks, Muse GP Partners IV, L.P., a Texas limited partnership (GP Partners IV);
Hicks, Muse Fund IV, LLC, a Texas limited liability company (Fund IV LLC);
HM Capital Partners I LP, a Delaware limited partnership (HMCP I);
HMCP GP LLC, a Delaware limited liability company (HMCP GP);
Muse Family Enterprises, Ltd., a Texas limited partnership (MFE);
JRM Interim Investors, L.P., a Texas limited partnership (JRM);
JRM Management Company, LLC, a Texas limited liability company (JRM Management);
John R. Muse (Mr. Muse); and
Andrew S. Rosen (Mr. Rosen).
24
Fund III
Fund III is a Delaware limited partnership, the principal business of which is to invest directly or indirectly in various companies. The business address of Fund III, which also serves as its principal office, is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. Pursuant to Instruction C to Schedule 13D of the Securities Exchange Act of 1934 (the Exchange Act), information with respect to HM3/GP Partners, the sole general partner of Fund III, is set forth below.
HM3/GP Partners
HM3/GP Partners is a Texas limited partnership, the principal business of which is to serve as the general partner in various limited partnerships, including Fund III. The business address of HM3/GP Partners, which also serves as its principal office, is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with respect to GP Partners III, the sole general partner of HM3/GP Partners, is set forth below.
GP Partners III
GP Partners III is a Texas limited partnership, the principal business of which is to serve as the general partner in various limited partnerships, including HM3/GP Partners and HM3 Coinvestors. The business address of GP Partners III, which also serves as its principal office, is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with respect to Fund III Incorporated, the sole general partner of GP Partners III, is set forth below.
Fund III Incorporated
Fund III Incorporated is a Texas corporation, the principal business of which is to serve as the general partner in various limited partnerships, including GP Partners III. The business address of Fund III Incorporated, which also serves as its principal office, is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. Information with respect to John R. Muse, Andrew S. Rosen, David W. Knickel and William G. Neisel, each of whom serves as an executive officer of Fund III Incorporated, is set forth below under Directors and Executive Officers. In addition, each of Messrs. Muse and Rosen serve on a two-person committee that exercises voting and dispositive power over the shares beneficially owned by Fund III Incorporated.
HM3 Coinvestors
HM3 Coinvestors is a Texas limited partnership, the principal business of which is to invest directly or indirectly in various companies. The business address of HM3 Coinvestors, which also serves as its principal office, is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with respect to GP Partners III, the sole general partner of HM3 Coinvestors, is set forth above.
HM&Co.
HM&Co. is a Texas limited partnership, the principal business of which is to provide investment management services to various companies and private investment funds. The business address of HM&Co., which also serves as its principal office, is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with respect to HM Partners, the sole general partner of HM&Co., is set forth below.
25
HM Partners
HM Partners is a Texas corporation, the principal business of which is to serve as the sole general partner of HM&Co. The business address of HM Partners, which also serves as its principal office, is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. Information with respect to John R. Muse, Andrew S. Rosen, David W. Knickel and William G. Neisel, each of whom serves as an executive officer of HM Partners, is set forth below under Directors and Executive Officers. In addition, each of Messrs. Muse and Rosen serves on a two-person committee that exercises voting and dispositive power over the shares beneficially owned by HM Partners.
Fund IV
Fund IV is a Delaware limited partnership, the principal business of which is to invest directly or indirectly in various companies. The business address of Fund IV, which also serves as its principal office, is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with respect to HM4 Partners, the sole general partner of Fund IV, is set forth below.
Private Fund IV
Private Fund IV is a Delaware limited partnership, the principal business of which is to invest directly or indirectly in various companies. The business address of Private Fund IV, which also serves as its principal office, is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with respect to HM4 Partners, the sole general partner of Private Fund IV, is set forth below.
HM4 Partners
HM4 Partners is a Texas limited partnership, the principal business of which is to serve as the general partner in various limited partnerships, including Fund IV and Private Fund IV. The business address of HM4 Partners, which also serves as its principal office, is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with respect to GP Partners LA, the sole general partner of HM4 Partners, is set forth below.
GP Partners LA
GP Partners LA is a Texas limited partnership, the principal business of which is to serve as the general partner in various limited partnerships, including HM4 Partners. The business address of GP Partners LA, which also serves as its principal office, is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with respect to LA Fund I Incorporated, the sole general partner of GP Partners LA, is set forth below.
LA Fund I Incorporated
LA Fund I Incorporated is a Texas corporation, the principal business of which is to serve as the general partner in various limited partnerships, including GP Partners LA. The business address of LA Fund I Incorporated, which also serves as its principal office, is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. Information with respect to John R. Muse, Andrew S. Rosen, David W. Knickel and William G. Neisel, each of whom serves as an executive officer of LA Fund I Incorporated, is set forth below under Directors and Executive Officers. In addition, each of Messrs. Muse and Rosen serves on a two-person committee that exercises voting and dispositive power over the shares beneficially owned by LA Fund I Incorporated.
26
HM4-EQ Coinvestors
HM4-EQ Coinvestors is a Texas limited partnership, the principal business of which is to invest directly or indirectly in various companies. The business address of HM4-EQ Coinvestors, which also serves as its principal office, is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with respect to GP Partners IV, the sole general partner of HM4-EQ Coinvestors, is set forth below.
GP Partners IV
GP Partners IV is a Texas limited partnership, the principal business of which is to serve as the general partner in various limited partnerships, including HM4-EQ Coinvestors. The business address of GP Partners IV, which also serves as its principal office, is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with respect to Fund IV LLC, the sole general partner of GP Partners IV, is set forth below.
Fund IV LLC
Fund IV LLC is a Texas limited liability company, the principal business of which is to serve as the general partner in various limited partnerships, including GP Partners IV. The business address of Fund IV LLC, which also serves as its principal office, is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. Information with respect to John R. Muse, Andrew S. Rosen, David W. Knickel and William G. Neisel, each of whom serves as an executive officer of Fund IV LLC, is set forth below under Directors and Executive Officers. In addition, each of Messrs. Muse and Rosen serves on a two-person committee that exercises voting and dispositive power over the shares beneficially owned by Fund IV LLC.
HMCP I
HMCP I is a Delaware limited partnership, the principal business of which is to invest directly or indirectly in various companies. The business address of HMCP I, which also serves as its principal office, is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with respect to HMCP GP, the sole general partner of HMCP I, is set forth below.
HMCP GP
HMCP GP is a Delaware limited liability company, the principal business of which is to serve as the general partner in various limited partnerships, including HMCP I. The business address of HMCP GP, which also serves as its principal office, is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. Information with respect to John R. Muse, Andrew S. Rosen, David W. Knickel and William G. Neisel, each of whom serves as an executive officer of HMCP GP, is set forth below under Directors and Executive Officers. In addition, each of Messrs. Muse and Rosen serves on a two-person committee that exercises voting and dispositive power over the shares beneficially owned by HMCP GP.
MFE
MFE is a Texas limited partnership, the principal business of which is to serve as a family investment entity. The business address of MFE, which also serves as its principal office, is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with respect to JRM Management, the sole general partner of MFE, is set forth below.
27
JRM
JRM is a Texas limited partnership, the principal business of which is to serve as a family investment entity. The business address of JRM, which also serves as its principal office, is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with respect to JRM Management, the sole general partner of JRM, is set forth below.
JRM Management
JRM Management is a Texas limited liability company, the principal business of which is to serve as the general partner of MFE and JRM. The business address of JRM Management, which also serves as its principal office, is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. Information with respect to John R. Muse and Lyn R. Muse, each of whom serves as an executive officer of JRM Management, is set forth below under Directors and Executive Officers.
John R. Muse
The principal business address of Mr. Muse is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. Mr. Muse is presently an executive officer of HM&Co. The principal business address of HM&Co. is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201.
Andrew S. Rosen
The principal business address of Mr. Rosen is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. Mr. Rosen is presently an executive officer of HM&Co. and Kainos Capital LP (Kainos Capital), a private investment firm primarily engaged in leveraged acquisitions, recapitalizations and other principal investing activities. The principal business address of HM&Co. and Kainos Capital is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201.
Directors and Executive Officers
The principal business address, occupation and employer of each of Messrs. Muse and Rosen are described above. The principal business address of each of David W. Knickel, William G. Neisel and Lyn R. Muse is 2100 McKinney Avenue, Suite 1600, Dallas, Texas 75201. Each of Messrs. Knickel and Neisel is presently an executive officer of HM&Co. and Kainos Capital. Ms. Muse is presently an executive officer of JRM Management, the general partner of two family investment entities, MFE and JRM.
(d) None of the Filing Parties or persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Filing Parties or persons identified in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens of the United States of America.
Item 3. | Source and Amount of Funds or Other Consideration |
In addition to the shares received by the Filing Parties pursuant to the LIN Merger (which is described below in Item 4), Mr. Muse has been awarded 9,404 deferred stock units under Media Generals Directors Deferred Compensation Plan for his services as a director of Media General. The information disclosed in Item 4 below is hereby incorporated herein by reference.
28
Item 4. | Purpose of Transaction |
On December 19, 2014, Media General completed its merger, pursuant to the Agreement and Plan of Merger, dated March 21, 2014 and amended on August 20, 2014 (the Merger Agreement), with LIN Media LLC, a Delaware limited liability company (LIN Media), Mercury New Holdco, Inc., a Virginia corporation and a direct, wholly owned subsidiary of Media General (New Holdco), Mercury Merger Sub 1, Inc., a Virginia corporation and a direct, wholly owned subsidiary of New Holdco (Merger Sub 1), and Mercury Merger Sub 2, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of New Holdco (Merger Sub 2). Pursuant to the Merger Agreement, Merger Sub 1 merged with and into Media General (the Media General Merger), with Media General surviving the Media General Merger as a wholly owned subsidiary of New Holdco. Immediately following the consummation of the Media General Merger, Merger Sub 2 merged with and into LIN Media (the LIN Merger and, together with the Media General Merger, the Mergers), with LIN Media surviving the LIN Merger as a wholly owned subsidiary of New Holdco. Subsequent to the closing of the Media General Merger, New Holdco changed its name to Media General, Inc. Pursuant to the LIN Merger, Fund III, HM3 Coinvestors, HM&Co., Fund IV, Private Fund IV, HM4-EQ Coinvestors, HMCP I, MFE and JRM each received 0.5468 shares of Voting Common Stock and $16.32 in exchange for each LIN Media Class A Common Share, Class B Common Share and Class C Common Share held by them at the effective time of the LIN Merger, with any fractional share paid in cash. Also pursuant to the LIN Merger, Mr. Muse received 0.5468 shares of Voting Common Stock and $16.32 in exchange for each LIN Media Class A Common Share, Class B Common Share and Class C Common Share held by him at the effective time of the LIN Merger, with any fractional share paid in cash, except that with respect to 46,293 shares of LIN Media Class A Common Shares held by him at the effective time of the merger, he received 68,115 shares of Voting Common Stock (i.e., 1.4714 shares of Voting Common Stock for each such LIN Media Class A Common Share, with any fractional share paid in cash).
On January 27, 2016, Media General, Nexstar Broadcasting Group, Inc., a Delaware corporation (Nexstar), and Neptune Merger Sub, Inc., a Virginia corporation and wholly owned subsidiary of Nexstar (Nexstar Merger Sub), entered into an Agreement and Plan of Merger (the Nexstar Merger Agreement), pursuant to which Media General and Nexstar would effect a strategic business combination by means of a merger of Nexstar Merger Sub with and into Media General (the Nexstar Merger), with Media General being the surviving corporation in the Merger. The completion of the Nexstar Merger is subject to certain conditions, including, among others (i) the receipt of approval from the Federal Communications Commission and the expiration or early termination of the waiting period with respect to the Nexstar Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the absence of certain legal impediments to the consummation of the Nexstar Merger, (iii) the adoption of the agreement by the shareholders of Nexstar, (iv) the approval by the shareholders of Media General and (v) certain customary third party consents. In connection with the execution of the Nexstar Merger Agreement, on January 27, 2016, Fund III, HM3 Coinvestors, Fund IV, Private Fund IV, HM4-EQ Coinvestors, HM&Co., HMCP I, MFE, JRM and Mr. Muse entered into a Voting and Support Agreement (the Voting and Support Agreement) with Media General and Nexstar, pursuant to which Fund III, HM3 Coinvestors, Fund IV, Private Fund IV, HM4-EQ Coinvestors, HM&Co., HMCP I, MFE, JRM and Mr. Muse agreed, subject to certain exceptions, to vote in favor of the adoption of the Nexstar Merger Agreement and take certain other actions in furtherance of the transactions contemplated by the Nexstar Merger Agreement. The foregoing description of the Voting and Support Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Voting and Support Agreement, which is filed hereto as Exhibit 3 and incorporated herein by reference.
The Filing Parties acquired the shares of Voting Common Stock reported herein solely for investment purposes. On May 11, 2016, in accordance with Rule 10b5-1 of the Exchange Act, Fund III, HM3 Coinvestors, Fund IV, Private Fund IV, HM4-EQ Coinvestors, HMCP I, HM&Co., MFE, JRM and Mr. Muse entered into a Rule 10b5-1 Sales Plan Agreement (the Purchase Plan) with Deutsche Bank Securities Inc., which provides for the sale of up to 3,500,000 shares of Voting Common Stock, subject to certain price, volume and other restrictions. A copy of the Purchase Plan (excluding its pricing information) is attached hereto as Exhibit 4 and incorporated herein by reference. Except as otherwise described in this Item 4, the Filing Parties do not have, as of the date of this Schedule 13D, any other plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. In determining from time to time whether to sell the shares of
29
Voting Common Stock reported as beneficially owned in this Schedule 13D (and in what amounts) or to retain such securities, the Filing Parties will take into consideration such factors as they deem relevant, including the business and prospects of Media General, anticipated future developments concerning Media General, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters, and other opportunities available to the Filing Parties. The Filing Parties reserve the right to acquire additional securities of Media General in the open market, in privately negotiated transactions (which may be with Media General or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of Media General or to change their intentions with respect to any or all of the matters referred to in this Item 4.
Item 5. | Interest in Securities of the Issuer |
(a)
(1) Fund III may be deemed to beneficially own in the aggregate 8,855,759 shares of Voting Common Stock, representing approximately 6.9% of the outstanding shares of Voting Common Stock.
(2) HM3/GP Partners may be deemed to beneficially own in the aggregate 8,855,759 shares of Voting Common Stock, representing approximately 6.9% of the outstanding shares of Voting Common Stock.
(3) GP Partners III may be deemed to beneficially own in the aggregate 8,971,563 shares of Voting Common Stock, representing approximately 7.0% of the outstanding shares of Voting Common Stock.
(4) Fund III Incorporated may be deemed to beneficially own in the aggregate 8,971,563 shares of Voting Common Stock, representing approximately 7.0% of the outstanding shares of Voting Common Stock.
(5) HM3 Coinvestors may be deemed to beneficially own in the aggregate 115,804 shares of Voting Common Stock, representing approximately 0.1% of the outstanding shares of Voting Common Stock.
(6) HM&Co. may be deemed to beneficially own in the aggregate 123,198 shares of Voting Common Stock, representing approximately 0.1% of the outstanding shares of Voting Common Stock.
(7) HM Partners may be deemed to beneficially own in the aggregate 123,198 shares of Voting Common Stock, representing approximately 0.1% of the outstanding shares of Voting Common Stock.
(8) Fund IV may be deemed to beneficially own in the aggregate 2,293,007 shares of Voting Common Stock, representing approximately 1.8% of the outstanding shares of Voting Common Stock.
(9) Private Fund IV may be deemed to beneficially own in the aggregate 15,423 shares of Voting Common Stock, representing approximately 0.01% of the outstanding shares of Voting Common Stock.
(10) HM4 Partners may be deemed to beneficially own in the aggregate 2,308,430 shares of Voting Common Stock, representing approximately 1.8% of the outstanding shares of Voting Common Stock.
(11) GP Partners LA may be deemed to beneficially own in the aggregate 2,308,430 shares of Voting Common Stock, representing 1.8% of the outstanding shares of Voting Common Stock.
(12) LA Fund I Incorporated may be deemed to beneficially own in the aggregate 2,308,430 shares of Voting Common Stock, representing 1.8% of the outstanding shares of Voting Common Stock.
30
(13) HM4-EQ Coinvestors may be deemed to beneficially own in the aggregate 35,584 shares of Voting Common Stock, representing approximately 0.03% of the outstanding shares of Voting Common Stock.
(14) GP Partners IV may be deemed to beneficially own in the aggregate 35,584 shares of Voting Common Stock, representing approximately 0.03% of the outstanding shares of Voting Common Stock.
(15) Fund IV LLC may be deemed to beneficially own in the aggregate 35,584 shares of Voting Common Stock, representing approximately 0.03% of the outstanding shares of Voting Common Stock.
(16) HMCP I may be deemed to beneficially own in the aggregate 4,829 shares of Voting Common Stock, representing approximately 0.004% of the outstanding shares of Voting Common Stock.
(17) HMCP GP may be deemed to beneficially own in the aggregate 4,829 shares of Voting Common Stock, representing approximately 0.004% of the outstanding shares of Voting Common Stock.
(18) MFE may be deemed to beneficially own in the aggregate 685 shares of Voting Common Stock, representing 0.001% of the outstanding shares of Voting Common Stock.
(19) JRM may be deemed to beneficially own in the aggregate 4,297 shares of Voting Common Stock, representing 0.004% of the outstanding shares of Voting Common Stock.
(20) JRM Management may be deemed to beneficially own in the aggregate 5,612 shares of Voting Common Stock, representing 0.004% of the outstanding shares of Voting Common Stock.
(21) Mr. Muse may be deemed to beneficially own in the aggregate 11,631,627 shares of Voting Common Stock, representing approximately 9.0% of the outstanding shares of Voting Common Stock.
(22) Mr. Rosen may be deemed to beneficially own in the aggregate 11,443,604 shares of Voting Common Stock, representing approximately 8.9% of the outstanding shares of Voting Common Stock.
The above percentages are based on the 128,944,173 shares of Voting Common Stock reported as outstanding on Media Generals Form 10-K/A filed on April 29, 2016.
(b)
(1) Fund III has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 8,855,759 shares of Voting Common Stock.
(2) HM3/GP Partners has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 8,855,759 shares of Voting Common Stock.
(3) GP Partners III has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 8,971,563 shares of Voting Common Stock.
(4) Fund III Incorporated has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 8,971,563 shares of Voting Common Stock.
(5) HM3 Coinvestors has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 115,804 shares of Voting Common Stock.
31
(6) HM&Co. has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 123,198 shares of Voting Common Stock.
(7) HM Partners has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 123,198 shares of Voting Common Stock.
(8) Fund IV has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 2,293,007 shares of Voting Common Stock.
(9) Private Fund IV has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 15,423 shares of Voting Common Stock.
(10) HM4 Partners has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 2,308,430 shares of Voting Common Stock.
(11) GP Partners LA has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 2,308,430 shares of Voting Common Stock.
(12) LA Fund I Incorporated has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 2,308,430 shares of Voting Common Stock.
(13) HM4-EQ Coinvestors has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 35,584 shares of Voting Common Stock.
(14) GP Partners IV has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 35,584 shares of Voting Common Stock.
(15) Fund IV LLC has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 35,584 shares of Voting Common Stock.
(16) HMCP I has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 4,829 shares of Voting Common Stock.
(17) HMCP GP has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 4,829 shares of Voting Common Stock.
(18) MFE has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 685 shares of Voting Common Stock.
(19) JRM has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 4,927 shares of Voting Common Stock.
(20) JRM Management has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 5,612 shares of Voting Common Stock.
(21) Mr. Muse has sole voting power with respect to 182,411 shares of Voting Common Stock; sole dispositive power with respect to 182,411 shares of Voting Common Stock; and shared voting and dispositive power with respect to 11,449,216 shares of Voting Common Stock.
(22) Mr. Rosen has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 11,443,604 shares of Voting Common Stock.
Each of the Filing Parties expressly disclaims (i) the existence of any group and (ii) beneficial ownership with respect to any shares of Voting Common Stock covered by this statement not owned by him or it of record.
32
(c) The information disclosed in Item 4 above is hereby incorporated herein by reference.
(d) The right to receive dividends from, and proceeds from the sale of, the shares of Voting Common Stock held of record and/or beneficially owned by the Filing Parties is governed by their respective limited partnership agreements and limited liability regulations, as applicable, and such dividends or proceeds may be distributed with respect to numerous general and limited partnership or membership interests.
(e) Not applicable.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The Filing Parties intend to support the Nexstar Merger and have entered into the Voting and Support Agreement, which are described in Item 4 above. In addition, certain of the Filing Parties have entered into the Purchase Plan, which is described in Item 4 above. The information contained in Item 4 above is incorporated by reference herein.
Mr. Muse holds 73,570 shares of Voting Common Stock pursuant to an option that is currently exercisable and 9,404 shares of Voting Common Stock in the form of deferred stock units, which are governed by Media Generals Directors Deferred Compensation Plan. Mr. Muse holds 3,972 restricted shares granted prior to the LIN Merger under the LIN Media LLC 2002 Non-Employee Director Stock Plan.
Other than as set forth herein, the rights to distributions, division of profits and other arrangements relating to the Voting Common Stock held of record by the applicable Filing Parties and their respective general and limited partners or members are governed exclusively by their respective limited partnership agreements and limited liability company regulations.
Item 7. | Material to be Filed as Exhibits |
1. | Joint Filing Agreement among the parties regarding filing of Schedule 13D, dated December 29, 2014 (incorporated by reference to Exhibit 1 to the Schedule 13D filed December 29, 2014). |
2. | Power of Attorney for Andrew S. Rosen, dated December 22, 2014 (incorporated by reference to Exhibit 2 to the Schedule 13D filed December 29, 2014). |
3. | Voting and Support Agreement among Media General, Inc., Nexstar, Hicks, Muse, Tate & Furst Equity Fund III, L.P., HM3 Coinvestors, L.P., Hicks, Muse, Tate & Furst Equity Fund IV, L.P., Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P., HM4-EQ Coinvestors, L.P., Hicks, Muse & Co. Partners, L.P., HM Capital Partners I LP, Muse Family Enterprises, Ltd., JRM Interim Investors, L.P. and John R. Muse, dated January 27, 2016 (incorporated by reference to Exhibit 10.1 to Media Generals Current Report on Form 8-K filed with the Securities and Exchange Commission on January 27, 2016). |
4. | Rule 10b5-1 Sales Plan Agreement, dated May 11, 2016, by and between the individual and entities listed on Schedule A thereto and Deutsche Bank Securities Inc. (excluding pricing information). |
33
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.
May 11, 2016 | HICKS, MUSE, TATE & FURST EQUITY FUND III, L.P. | |||||
By: | HM3/GP Partners, L.P., | |||||
its general partner | ||||||
By: | Hicks, Muse GP Partners III, L.P., | |||||
its general partner | ||||||
By: | Hicks Muse Fund III Incorporated, | |||||
its general partner | ||||||
By: | /s/ David W. Knickel | |||||
David W. Knickel | ||||||
Vice President and Chief Financial Officer |
34
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.
May 11, 2016 | HM3/GP PARTNERS, L.P. | |||||
By: | Hicks, Muse GP Partners III, L.P., | |||||
its general partner | ||||||
By: | Hicks Muse Fund III Incorporated, | |||||
its general partner | ||||||
By: | /s/ David W. Knickel | |||||
David W. Knickel | ||||||
Vice President and Chief Financial Officer |
35
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.
May 11, 2016 | HICKS MUSE GP PARTNERS III, L.P. | |||||
By: | Hicks Muse Fund III Incorporated, | |||||
its general partner | ||||||
By: | /s/ David W. Knickel | |||||
David W. Knickel | ||||||
Vice President and Chief Financial Officer |
36
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.
May 11, 2016 | HICKS MUSE FUND III INCORPORATED | |||||
By: | /s/ David W. Knickel | |||||
David W. Knickel | ||||||
Vice President and Chief Financial Officer |
37
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.
May 11, 2016 | HM3 COINVESTORS, L.P. | |||||
By: | Hicks Muse GP Partners III, L.P., | |||||
its general partner | ||||||
By: | Hicks Muse Fund III Incorporated, | |||||
its general partner | ||||||
By: | /s/ David W. Knickel | |||||
David W. Knickel | ||||||
Vice President and Chief Financial Officer |
38
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.
May 11, 2016 | HICKS, MUSE & CO. PARTNERS, L.P. | |||||
By: | HM Partners Inc., | |||||
its general partner | ||||||
By: | /s/ David W. Knickel | |||||
David W. Knickel | ||||||
Vice President and Chief Financial Officer |
39
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.
May 11, 2016 | HM PARTNERS INC. | |||||
By: | /s/ David W. Knickel | |||||
David W. Knickel | ||||||
Vice President and Chief Financial Officer |
40
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.
May 11, 2016 | HICKS, MUSE, TATE & FURST EQUITY FUND IV, L.P. | |||||
By: | HM4 Partners, L.P., | |||||
its general partner | ||||||
By: | Hicks, Muse GP Partners L.A., L.P., | |||||
its general partner | ||||||
By: | Hicks, Muse Latin America Fund I Incorporated, | |||||
its general partner | ||||||
By: | /s/ David W. Knickel | |||||
David W. Knickel | ||||||
Vice President and Chief Financial Officer |
41
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.
May 11, 2016 | HICKS, MUSE, TATE & FURST PRIVATE EQUITY FUND IV, L.P. | |||||
By: | HM4 Partners, L.P., | |||||
its general partner | ||||||
By: | Hicks, Muse GP Partners L.A., L.P., | |||||
its general partner | ||||||
By: | Hicks, Muse Latin America Fund I Incorporated, | |||||
its general partner | ||||||
By: | /s/ David W. Knickel | |||||
David W. Knickel | ||||||
Vice President and Chief Financial Officer |
42
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.
May 11, 2016 | HM4 PARTNERS, L.P. | |||||
By: | Hicks, Muse GP Partners L.A., L.P., | |||||
its general partner | ||||||
By: | Hicks, Muse Latin America Fund I Incorporated, | |||||
its general partner | ||||||
By: | /s/ David W. Knickel | |||||
David W. Knickel | ||||||
Vice President and Chief Financial Officer |
43
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.
May 11, 2016 | HICKS, MUSE GP PARTNERS L.A., L.P. | |||||
By: | Hicks, Muse Latin America Fund I Incorporated, | |||||
its general partner | ||||||
By: | /s/ David W. Knickel | |||||
David W. Knickel | ||||||
Vice President and Chief Financial Officer |
44
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.
May 11, 2016 | HICKS, MUSE LATIN AMERICA FUND I INCORPORATED | |||||
By: | /s/ David W. Knickel | |||||
David W. Knickel | ||||||
Vice President and Chief Financial Officer |
45
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.
May 11, 2016 | HM4-EQ COINVESTORS, L.P. | |||||
By: | Hicks, Muse GP Partners IV, L.P., | |||||
its general partner | ||||||
By: | Hicks, Muse Fund IV, LLC, | |||||
its general partner | ||||||
By: | /s/ David W. Knickel | |||||
David W. Knickel | ||||||
Vice President and Chief Financial Officer |
46
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.
May 11, 2016 | HICKS, MUSE GP PARTNERS IV, L.P. | |||||
By: | Hicks, Muse Fund IV, LLC, | |||||
its general partner | ||||||
By: | /s/ David W. Knickel | |||||
David W. Knickel | ||||||
Vice President and Chief Financial Officer |
47
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.
May 11, 2016 | HICKS, MUSE FUND IV, LLC | |||||
By: | /s/ David W. Knickel | |||||
David W. Knickel | ||||||
Vice President and Chief Financial Officer |
48
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.
May 11, 2016 | HM CAPITAL PARTNERS I LP | |||||
By: | HMCP GP LLC, | |||||
its general partner | ||||||
By: | /s/ David W. Knickel | |||||
David W. Knickel | ||||||
Vice President and Chief Financial Officer |
49
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.
May 11, 2016 | HMCP GP LLC | |||||
By: | /s/ David W. Knickel | |||||
David W. Knickel | ||||||
Vice President and Chief Financial Officer |
50
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.
May 11, 2016 | MUSE FAMILY ENTERPRISES, LTD. | |||||
By: | JRM Management Company, LLC, | |||||
its general partner | ||||||
By: | /s/ David W. Knickel | |||||
John R. Muse (By David W. Knickel, Attorney-in-Fact, pursuant to the Power of Attorney, dated December 23, 2014, filed with the Securities and Exchange Commission as Exhibit 24 to Form 3 filed by Mr. Muse on December 29, 2014) | ||||||
President |
51
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.
May 11, 2016 | JRM INTERIM INVESTORS, L.P. | |||||||
By: | JRM Management Company, LLC, | |||||||
its general partner | ||||||||
By: | /s/ David W. Knickel | |||||||
John R. Muse (By David W. Knickel, Attorney-in-Fact, pursuant to the Power of Attorney, dated December 23, 2014, filed with the Securities and Exchange Commission as Exhibit 24 to Form 3 filed by Mr. Muse on December 29, 2014) | ||||||||
President |
52
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.
May 11, 2016 | JRM MANAGEMENT COMPANY, LLC | |||||
By: | /s/ David W. Knickel | |||||
John R. Muse (By David W. Knickel, Attorney-in-Fact, pursuant to the Power of Attorney, dated December 23, 2014, filed with the Securities and Exchange Commission as Exhibit 24 to Form 3 filed by Mr. Muse on December 29, 2014) | ||||||
President |
53
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.
May 11, 2016
/s/ David W. Knickel |
John R. Muse (By David W. Knickel, Attorney-in-Fact, pursuant to the Power of Attorney, dated December 23, 2014, filed with the Securities and Exchange Commission as Exhibit 24 to Form 3 filed by Mr. Muse on December 29, 2014) |
54
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.
May 11, 2016
/s/ David W. Knickel |
Andrew S. Rosen (By David W. Knickel, Attorney- in-Fact, pursuant to the Power of Attorney, dated December 22, 2014, filed with the Securities and Exchange Commission as Exhibit 2 to Schedule 13D filed by Hicks Muse Fund III Incorporated on December 29, 2014) |
55
Exhibit 4
Deutsche Bank Asset & Wealth Management
|
![]() |
RULE 10b5-1 SALES PLAN AGREEMENT
This sales plan (this Sales Plan) is entered into on this 11th day of May, 2016 (the Adoption Date) by and between the individual and entities listed on Schedule A hereto (Sellers) and Deutsche Bank Securities Inc. (hereinafter referred to as Broker), acting as agent for Sellers.
1. | Preliminary Statements |
1.1 Rule 10b5-1(c). This Sales Plan is adopted and entered into by Sellers for the purpose of establishing a trading plan that complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the Exchange Act), and with the insider trading policy of Media General, Inc. (the Company).
1.2 Securities. Sellers are establishing this Sales Plan in order to permit the sale of up to 3,500,000 shares of the Voting Common Stock of the Company (the Stock), beneficially owned by Sellers as of the date hereof, that are listed on Schedule A hereto (Plan Shares).
1.3 Status of Sellers. Sellers may be deemed to be affiliates of the Company because John R. Muse is a director of the Company and the other Sellers are funds and investment vehicles affiliated with him.
1.4 Availability of Affirmative Defenses. Sellers understand that the effectiveness of this Sales Plan in providing an affirmative defense under the Exchange Act depends upon Sellers compliance with the conditions of Rule 10b5-1, which are as follows:
a. As of the date on which Sellers execute this Sales Plan, Sellers are not aware of any material nonpublic information concerning the Company or its securities;
b. Sellers enter into this Sales Plan (and any modifications of this Sales Plan) in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws;
c. Sellers do not enter into or alter a corresponding or hedging transaction or position with respect to the Stock (or any securities convertible or exchangeable into the Stock); and
d. Sellers do not alter or modify this Sales Plan at any time that Sellers are aware of any material nonpublic information about the Company or its securities.
1.5 No Other Sales Plans. Sellers have not entered into a binding contract with respect to the purchase or sale of Plan Shares with another broker, dealer or financial institution.
2. | Implementation of the Sales Plan |
2.1 Appointment; Total Sales Amount. Subject to the terms and conditions hereof, Sellers hereby appoint Broker, and Broker hereby accepts such appointment, to sell such number of shares of Stock, on a pro rata basis for each Seller (subject to rounding at Brokers discretion), as are specifically listed on Schedule A hereto (the Total Sales Amount) for a sales commission of per share of Stock sold.
2.2 Sales Period. Broker is authorized to sell Stock pursuant to this Sales Plan commencing on or after June 10, 2016, the date as set forth in Schedule B annexed to this Sales Plan, or any alteration or modification hereof, the earliest of which date shall be no sooner than the thirtieth (30th) day after the date Sellers sign this Sales Plan. Broker shall cease the sale of Stock pursuant to the termination of this Sales Plan as set forth in Section 6. The sale of shares of Stock pursuant to this Sales Plan shall be undertaken during each designated sale period (the Sales Period) as set forth on Schedule B hereto.
2.3 Periodic Sale Amount; Minimum Sale Price.
a. During the Sales Period, Broker shall sell the number of shares of Stock held by Sellers, on a pro rata basis for each Seller, for the account(s) of Sellers during each Sales Period as set forth on Schedule B hereto (the Periodic Sale Amount); provided, however, Broker shall not sell any shares of Stock pursuant to this Sales Plan unless the sales price is equal to or greater than the price per share set forth on Schedule B hereto (before deducting any commission, commission equivalent, mark-up or differential and other expenses of sale) (the Minimum Sales Price).
b. Broker shall only execute orders for sales of Stock hereunder when Broker can execute the order at a sales price equal to or greater than the Minimum Sales Price.
c. If, consistent with ordinary principles of best execution or for any other reason, Sellers cannot sell the Periodic Sale Amount during any Sales Period, Sellers hereby authorize Broker to sell the unsold amount at the original Minimum Sales Price as soon as practicable during the immediately succeeding period, if any, consistent with ordinary principles of best execution.
d. The Periodic Sale Amount, the Total Sales Amount and the Minimum Sale Price, if applicable, shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split, or stock dividend or any change in capitalization with respect to the Company that occurs during any Sales Period.
e. Each trade or sale of Stock shall be on behalf of all Sellers, pro rata to each in accordance with each Sellers ownership of Plan Shares as set forth on Schedule A hereto.
2.4 Plan Account. Sellers agree to deliver Plan Shares into one or more accounts at Broker in the name of and for the benefit of Sellers (the Plan Account) prior to the commencement of sales under this Sales Plan. Sellers will provide evidence of holdings at the transfer agent prior to the commencement of sales under this Sales Plan. Broker shall withdraw Stock from the Plan Account in order to effect sales of Stock under this Sales Plan. Broker will in no event settle any sales under this Sales Plan if the shares of Stock to be sold are not in the Plan Account.
2.5 Sales; Market Maker. Broker may sell Stock on any national securities exchange, in the over-the-counter market, on an automated trading system or otherwise. Sales of Stock may be effected in
Page 2 of 15
whole or in part, on an agency basis, or if Broker is a market maker in the Stock at the time that any sale is to be made under this Sales Plan, Broker may, at its sole discretion, effect one or more sales on a principal basis in accordance with all regulatory requirements regarding best execution practices.
2.6 Best Execution. Broker agrees to sell Stock under this Sales Plan pursuant to ordinary principles of best execution. Notwithstanding the foregoing, Sellers acknowledge that Broker may not be able to sell the entire amount that it is instructed to sell hereunder and that, except as set forth in Section 2.3(a) with respect to Minimum Sales Price, this Sales Plan does not constitute a guarantee or other assurance of any kind that sales of Stock will be made at any particular price on any particular day.
2.7 Cessation of Sales. Broker will not sell shares of Stock under this Sales Plan at any time:
a. When Broker, in its sole discretion, has determined that a market disruption, a banking moratorium outbreak, an escalation of hostilities or other crisis has occurred that could, in Brokers judgment, adversely affect sales of the Stock;
b. When any person at Broker with influence over how, when or whether to effect such transaction is aware of material non-public information concerning the Company or its securities;
c. When Broker, in its sole discretion, has determined that it is prohibited from doing so by a legal, contractual or regulatory restriction applicable to it or its affiliates or to Sellers or Sellers affiliates (other than any such restriction relating to Sellers possession or alleged possession of material nonpublic information about the Company or its securities);
d. After Broker receives notice from Sellers or the Company in accordance with Section 6.3 below of the occurrence of any event that would prohibit the sale of shares of Stock under this Sales Plan until the end of the Suspension Period referred to in Section 6.3;
e. After the Sales Periods specified by Sellers in Schedule B hereto;
f. After Broker receives notice from Sellers to terminate this Sales Plan in accordance with Section 6.1(e) below;
g. After Broker receives notice from Sellers or the Company that the Company or any other person has publicly announced a tender or exchange offer with respect to the Stock (other than pursuant to the Companys Agreement and Plan of Merger (the Merger Agreement) with Nexstar Broadcasting Group, Inc., a Delaware corporation, and Neptune Merger Sub, Inc., a Virginia corporation);
h. After Broker receives notice from Sellers or the Company that the Company or any other person has publicly announced that the Company is the target of a merger, acquisition, reorganization, recapitalization or comparable transaction (other than pursuant to the Merger Agreement);
Page 3 of 15
i. After Broker receives notice from the Company that sales of shares of Stock must cease, whether or not the reason is disclosed;
j. After Broker receives notice of the commencement of any proceeding in respect of or triggered by any of Sellers bankruptcy or insolvency; or
k. After Broker receives notice from the Company or representatives of any of Sellers estate of the death of such Seller.
2.8 Indemnification. Each of Sellers, severally and in proportion to its ownership of the Plan Shares, agrees to indemnify and hold harmless Broker and its affiliated entities, as well as their respective members, directors, officers, employees, and agents and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to: (i) inquiries and/or proceedings resulting from assertions that this Sales Plan or sales made under this Sales Plan do not comply with Rule 10b5-1 or with state securities laws or regulations prohibiting trading while in possession of material nonpublic information; (ii) Brokers actions taken or not taken in compliance with this Sales Plan; (iii) any breach by that Seller of the terms of this Sales Plan (including that Sellers representations and warranties in this Sales Plan); or (iv) any violation by that Seller of applicable laws or regulations, except in each case to the extent that such claims, losses, damages, or liabilities are finally judicially determined to arise out of or relate to Brokers act of gross negligence, willful misconduct, or bad faith provided that such Seller has not contributed to such gross negligence, willful misconduct or bad faith in any way. This indemnification obligation shall survive termination of this Sales Plan.
2.9 Limitation of Liability. Notwithstanding any other provision of this Sales Plan, neither Broker nor any of its affiliated entities nor any of their respective members, directors, officers, employees, or agents or affiliates shall be liable to Sellers or any other person or entity:
a. As a result of any action taken or not taken under this Sales Plan, except to the extent that a liability arises from Brokers gross negligence or willful act or omission;
b. For special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably been foreseen; or
c. For any failure to perform or ceasing to perform or any delay in performance that results from a cause or circumstance that is beyond the reasonable control of Broker, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as acts of God.
Page 4 of 15
3. | Forms 144 and 4 |
3.1 SEC Rule 144. Sellers represent and warrant that the shares of Stock to be sold pursuant to this Sales Plan are eligible for sale under Rule 144 under the Securities Act of 1933, as amended (the Securities Act), and represent, warrant, covenant and agree as follows:
a. Sellers may be deemed to be affiliates of the Company (within the meaning of Rule 144 promulgated pursuant to the Securities Act), and are therefore subject to the limitations set forth in Rule 144, including Rule 144(e)(5), regulating the number of shares that may be sold in any three month period. As a result, Broker is instructed to comply with Rule 144 when selling shares of Stock. Broker hereby acknowledges that it is familiar with Rule 144 and agrees to sell shares in accordance therewith. Sellers agree not to take, and agree not to cause any person or entity with which Sellers would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 to take, any action that would cause the sales hereunder not to meet all applicable requirements of Rule 144, including without limitation the volume limitation of Rule 144(e).
b. Sellers will execute and deliver to Broker Forms 144 in blank for the sales to be effected under this Sales Plan at such times and in such numbers as Broker shall request, and Broker agrees to complete and file such Forms 144 on behalf of Sellers as required by applicable regulation. Sellers understand and agree that Broker shall make one Form 144 filing at the beginning of each three-month period commencing on the first trading day of any Sales Period.
c. The Forms 144 will include in the Remarks section substantially the following: The shares covered by this Form 144 are being sold pursuant to a Rule 10b5-1 Sales Plan dated May 11, 2016, which is intended to comply with Rule 10b5-1. The representation herein regarding Sellers knowledge of material information speaks as of the adoption of that Sales Plan.
d. During the term of this Sales Plan, Sellers agree to promptly notify Broker in writing if Sellers are no longer subject to Rule 144.
e. Sellers acknowledge that Broker will have no obligation to complete or file Forms 144 on behalf of Sellers for any sales made outside of this Sales Plan and that per Section 4.2, below, Sellers shall not effect any sales outside of this Sales Plan.
3.2 Section 16. One of the Sellers, John R. Muse, is subject to the reporting requirements of Section 16 of the Exchange Act. Accordingly, Broker will inform Sellers and the Company of any sales made under this Sales Plan by the end of the day on which the trade is executed, together with such information as shall be required by such Seller and/or the Company to complete the Form 4 applicable to such sale. Such Seller shall remain solely responsible for preparing and filing such forms.
Page 5 of 15
4. | Additional Covenants of Sellers |
4.1 No Hedging Transactions. While this Sales Plan is in effect, Sellers agree not to enter into or alter any corresponding or hedging transaction or position with respect to the Plan Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Stock) and agree not to alter or deviate from the terms of this Sales Plan.
4.2 No Other Sales Plans. Sellers acknowledge and agree that Sellers have not entered, and will not enter into any other sales plans under Rule 10b5-1 while this Sales Plan is in effect.
4.3 Exchange Act Filings. Sellers shall be responsible for arranging all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act as a result of the transactions contemplated hereunder, to the extent such filings are applicable to Sellers.
4.4 No Influence. Sellers acknowledge and agree that Sellers do not have, and shall not attempt to exercise, any influence over how, when, or whether to effect sales of Stock pursuant to this Agreement.
4.5 No Communication of Material Nonpublic Information. Sellers agree that they will not, directly or indirectly, communicate any material nonpublic information about the Company or its securities, including the Stock, to any employee or representative of Broker or its affiliates who is involved, directly or indirectly, in executing this Sales Plan at any time while this Sales Plan is in effect.
4.6 No Encumbrances. The securities to be sold under this Sales Plan are owned free and clear by Sellers and are not subject to any agreement granting any pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or any other limitation on disposition, other than those which may have been entered into between Sellers and Broker (or Brokers affiliates) or imposed by Rules 144 or 145 under the Securities Act.
4.7 No Contravention. The execution and delivery of this Sales Plan by Sellers and the transactions contemplated by this Sales Plan will not contravene any provision of applicable law or any agreement or other instrument binding on Sellers or any of Sellers affiliates or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Sellers or Sellers affiliates.
4.8 Advisors. Sellers have consulted with Sellers own advisors as to the legal, tax, business, financial and related aspects of this Sales Plan and any filing obligations Sellers may have as a result of any sales made under this Sales Plan. Sellers have not relied upon Broker or any person affiliated with Broker for any legal, tax or accounting advice in connection with Sellers adoption and implementation of this Sales Plan. Sellers further acknowledge that Broker is not acting and Sellers have not relied upon Broker as a fiduciary or an advisor for Sellers. To the extent that Sellers do not permit Broker to exercise any influence over how, when or whether to effect sales of shares of Stock pursuant to this Sales Plan, Sellers acknowledge that neither Broker nor any person affiliated in connection with Broker, nor any of their respective officers, employees or other representatives is authorized to exercise any discretion with respect to this Sales Plan.
4.9 Submission to the Company. Sellers have delivered a copy of this Sales Plan, including the attached Schedule A and Schedule B, to the Company. Sellers have confirmed with the Company that
Page 6 of 15
the terms and conditions of this Sales Plan are acceptable. Sellers hereby consent to any filings made by the Company setting forth or otherwise making publicly available the provisions of this Sales Plan (other than taxpayer ID or social security numbers). The Company consents to any public disclosure by Sellers of the provisions of this Sales Plan. Sellers represent that Sellers have also confirmed with the Company that this Sales Plan does not violate any insider trading policy of the Company.
4.10 Authority to Bind. Sellers represent that the Sellers have the authority to direct the sales of Stock governed by this Sales Plan and held in one or more accounts with Broker.
5. | Amendments or Modifications |
5.1 Changes to Provisions. Sellers may amend or modify the provisions of this Sales Plan, provided that:
a. Any such amendment or modification is made at a time when Sellers are not aware of material nonpublic information concerning the Company or its securities;
b. Any amendment or modification to this Sales Plan must be in writing and signed by both Sellers and Broker and acknowledged in writing by the Company; and
c. Any amendment or modification to this Sales Plan shall contain a representation by Sellers that Sellers are not then aware of any material nonpublic information concerning the Company or its securities.
5.2 Trade Restriction Pursuant to Changes. No Stock may be sold pursuant to any amendment of, or modification to this Sales Plan until the expiration of thirty (30) calendar days from the date Sellers sign any such amendment or modification. For the avoidance of doubt, trading shall be suspended during this period.
6. | Termination and Suspension |
6.1 Termination. This Sales Plan shall terminate on the earliest to occur of:
a. September 30, 2016;
b. The date on which the aggregate number of shares of Stock sold pursuant to this Sales Plan reaches the Total Sales Amount;
c. The date on which Broker receives written notice of the incapacity or death of any of Sellers;
d. The date on which Broker receives notice of the commencement or impending commencement of any proceedings in respect of or triggered by any of Sellers bankruptcy or insolvency; and
Page 7 of 15
e. The date on which Broker receives written instructions from Sellers and acknowledged by the Company delivered pursuant to applicable law, rule or regulation, or as a result of certain circumstances, warranting termination (e.g., in the event of bankruptcy, merger or acquisition), or written instructions directly from the Company, to cease sales hereunder.
f. UNTIL BROKER RECEIVES SUCH WRITTEN NOTICE OF TERMINATION AS IS PROVIDED FOR IN SECTIONS (c) THROUGH (e), ABOVE, BROKER SHALL NOT BE REQUIRED TO TERMINATE AND SHALL NOT BE LIABLE FOR NOT TERMINATING THIS SALES PLAN.
6.2 Effect of Termination. If this Sales Plan is terminated pursuant to Section 6.1, Sellers will be required to enter into a new Rule 10b5-1 trading arrangement with Broker in order to resume sales.
6.3 Suspension Based On Circumstances of Sellers. If, at any time during the term of this Sales Plan, a legal, contractual or regulatory restriction applicable to Sellers or Sellers affiliates, including without limitation, a stock offering requiring an affiliate lock-up, would prohibit any sale pursuant to this Sales Plan (other than any such restriction relating to Sellers possession or alleged possession of material nonpublic information about the Company or its securities), Sellers and the Company agree to give Broker prompt notice of such restriction by telephone, to be confirmed in writing, by written notice to Broker as soon as practicable. It shall indicate the nature and anticipated duration of the trading restriction (the Suspension Period), but shall not include any other information or otherwise communicate any material nonpublic information about the Company or its securities to Broker. This Sales Plan shall be suspended for the term of the Suspension Period and until Broker receives written notice from the Company that sales may recommence under this Sales Plan.
6.4 Suspension for Other Reasons. Sellers acknowledge that it may not be possible to effect a sale under this Sales Plan due to a market disruption, including without limitation, a halt or suspension of trading in the Stock imposed by a court, or governmental agency or self- regulatory organization or agency, and Sellers agree that this Sales Plan may be suspended during the occurrence of such event. If this Sales Plan is suspended, sales under this Sales Plan shall resume on the next originally scheduled date following the termination of such suspension.
7. | Notice |
7.1 To Broker. All notices under this Sales Plan shall be given to Broker in the manner specified by this Sales Plan by telephone at , to be confirmed in writing by facsimile at , by e-mail at , or by certified mail to the address below:
Deutsche Bank Securities Inc.
Address: 60 Wall Street, 14th Floor
New York, NY 10005
Page 8 of 15
7.2 To Company. All notices to Company under this Sales Plan shall be given to Company in the manner specified by this Sales Plan by telephone at , to be confirmed in writing, by facsimile at , by e-mail at , or by certified mail to the address below:
Media General, Inc.
Address: 333 E. Franklin Street
Richmond, VA 23219
7.3 To Sellers. All notices to Sellers under this Sales Plan shall be given to Sellers in the manner specified by this Sales Plan by telephone at , to be confirmed in writing by facsimile at , by e-mail at , or by certified mail to the address below:
Address: 2100 McKinney Avenue, Suite 1600
Dallas, TX 75201
8. | Miscellaneous |
8.1 Settlement. The net proceeds from each sale of Stock hereunder will be delivered to Sellers account(s) with Broker on a normal three-day settlement basis less any commission and/or fee.
8.2 Assignment. This Sales Plan may not be assigned by either party without the prior written consent of the other party.
8.3 Governing Law; Jurisdiction. This Sales Plan and all transactions contemplated hereunder, shall be governed and construed in accordance with the laws of the State of New York.
8.4 Amendments. This Sales Plan (excluding Section 8.3) may be modified or amended only by a writing signed by Sellers and Broker and, as required under this Sales Plan, the Company.
8.5 Arbitration. Any dispute between the parties relating to or arising out of or under this Sales Plan is subject to the arbitration provision of the Deutsche Bank Securities Inc. Account Agreement governing the Sellers account(s).
8.6 Entire Agreement. This Sales Plan, together with the schedules attached hereto, sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges all prior discussions and negotiations between them, and none of the parties shall be bound by any conditions, definitions, warranties, understandings or representations with respect to such subject matter other than as expressly provided in this Sales Plan. In the event that the terms or conditions in this Sales Plan conflict with the terms or conditions of the applicable Deutsche Bank Securities Inc. Account Agreement, the terms and conditions of this Sales Plan shall govern with respect to the matters covered by this Sales Plan.
Page 9 of 15
8.7 Severability. If any provision of this Sales Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions of this Sale Plan will continue and remain in full force and effect.
8.8 Descriptive Headings. The descriptive headings of this Sales Plan are for convenience only, and shall be of no force or effect in construing or interpreting any of the provisions of this Sales Plan.
8.9 Counterparts. This Sales Plan may be executed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and each of such counterparts shall, for all purposes, constitute one agreement binding on all parties.
Page 10 of 15
This Sales Plan shall not be effective until Broker confirms its acceptance in writing by signing below.
Reviewed by Company: | ||
Media General, Inc. | ||
By: | /s/ Andrew C. Carington | |
Name: | Andrew C. Carington | |
Title: | Vice President, General Counsel and Secretary | |
Date: May 11, 2016 |
Adopted by Sellers:
Hicks, Muse, Tate & Furst Equity Fund III, L.P.
By: | HM3/GP Partners, L.P. | |||||||||
its general partner | ||||||||||
By: | Hicks, Muse GP Partners III, L.P. | |||||||||
its general partner | ||||||||||
By: | Hicks, Muse Fund III Incorporated | |||||||||
its general partner | ||||||||||
By: | /s/ David W. Knickel |
|||||||||
Name: | David W. Knickel | |||||||||
Title: | Vice President & Chief Financial Officer | |||||||||
HM3 Coinvestors, L.P. | ||||||||||
By: | Hicks, Muse GP Partners III, L.P. | |||||||||
its general partner | ||||||||||
By: | Hicks, Muse Fund III Incorporated | |||||||||
its general partner | ||||||||||
By: | /s/ David W. Knickel |
|||||||||
Name: | David W. Knickel | |||||||||
Title: | Vice President & Chief Financial Officer |
Hicks, Muse, Tate & Furst Equity Fund IV, L.P. | ||||||||||||
By: | HM4 Partners, L.P. | |||||||||||
its general partner | ||||||||||||
By: | Hicks, Muse GP Partners L.A., L.P. | |||||||||||
its general partner | ||||||||||||
By: | Hicks, Muse Latin America Fund I Incorporated | |||||||||||
its general partner | ||||||||||||
By: | /s/ David W. Knickel |
|||||||||||
Name: | David W. Knickel | |||||||||||
Title: | Vice President & Chief Financial Officer | |||||||||||
Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P. | ||||||||||||
By: | HM4 Partners, L.P. | |||||||||||
its general partner | ||||||||||||
By: | Hicks, Muse GP Partners L.A., L.P. | |||||||||||
its general partner | ||||||||||||
By: | Hicks, Muse Latin America Fund I Incorporated | |||||||||||
its general partner | ||||||||||||
By: | /s/ David W. Knickel |
|||||||||||
Name: | David W. Knickel | |||||||||||
Title: | Vice President & Chief Financial Officer | |||||||||||
HM4-EQ Coinvestors, L.P. | ||||||||||||
By: | Hicks, Muse GP Partners IV, L.P. | |||||||||||
its general partner | ||||||||||||
By: | Hicks, Muse Fund IV, LLC | |||||||||||
its general partner | ||||||||||||
By: | /s/ David W. Knickel |
|||||||||||
Name: | David W. Knickel | |||||||||||
Title: | Vice President & Chief Financial Officer |
HM Capital Partners I LP | ||||||
By: | HMCP GP, LLC | |||||
its general partner | ||||||
By: | /s/ David W. Knickel |
|||||
Name: | David W. Knickel | |||||
Title: | Vice President & Chief Financial Officer | |||||
Hicks, Muse & Co. Partners, L.P. | ||||||
By: | HM Partners, Inc. | |||||
its general partner | ||||||
By: | /s/ David W. Knickel |
|||||
Name: | David W. Knickel | |||||
Title: | Vice President & Chief Financial Officer | |||||
/s/ John R. Muse |
||||||
John R. Muse | ||||||
Muse Family Enterprises, Ltd. | ||||||
By: | JRM Management Company, LLC | |||||
its general partner | ||||||
By: | /s/ John R. Muse |
|||||
Name: | John R. Muse | |||||
Title: | President | |||||
JRM Interim Investors, L.P. | ||||||
By: | JRM Management Company, LLC | |||||
its general partner | ||||||
By: | /s/ John R. Muse |
|||||
Name: | John R. Muse | |||||
Title: | President |
Accepted by Broker: |
/s/ Kelly McMahon |
Branch Supervisor Signature |
Print Name: Kelly McMahon |
Date: May 11, 2016 |
FOR INTERNAL OFFICE USE ONLY: | ||||
Applicable Account No(s). |
|
SCHEDULE A
(Sellers)
Name of Seller |
Taxpayer ID or Social Security Number of Seller |
Number of Plan Shares |
||||||
HICKS, MUSE, TATE & FURST EQUITY FUND III, L.P. |
2,665,642 | |||||||
HM3 COINVESTORS, L.P. |
34,858 | |||||||
HICKS, MUSE, TATE & FURST EQUITY FUND IV, L.P. |
690,210 | |||||||
HICKS, MUSE, TATE & FURST PRIVATE EQUITY FUND IV, L.P. |
4,642 | |||||||
HM4-EQ COINVESTORS, L.P. |
10,711 | |||||||
HM CAPITAL PARTNERS I LP |
1,454 | |||||||
HICKS, MUSE & CO. PARTNERS, L.P. |
37,083 | |||||||
JOHN R. MUSE |
53,711 | |||||||
MUSE FAMILY ENTERPRISES, LTD. |
206 | |||||||
JRM INTERIM INVESTORS, L.P. |
1,483 | |||||||
|
|
|
|
|||||
Total |
| 3,500,000 |
D!
M\@'Z @,"# (4 AT")@(O C@"00)+ E0"70)G G$">@*$ HX"F *B JP"M@+!
M LL"U0+@ NL"]0, PL#%@,A RT#. -# T\#6@-F W(#?@.* Y8#H@.N [H#
MQP/3 ^ #[ /Y! 8$$P0@!"T$.P1(!%4$8P1Q!'X$C 2:!*@$M@3$!-,$X03P
M!/X%#044%]@8&!A8&)P8W!D@&
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M',P<]1T>'4<=:AZ4'KX>Z1\3'SX?:1^4'[\?ZB 5($$@
M;""8(,0@\"$<(4@A=2&A( &YXS'DJ>8EYYWI&
M>J5[!'MC>\)\(7R!?.%]07VA?@%^8G["?R-_A'_E@$> J($*@6N!S8(P@I*"
M](-7@[J$'82 A..%1X6KA@Z&