0001209191-14-077798.txt : 20141223 0001209191-14-077798.hdr.sgml : 20141223 20141223172040 ACCESSION NUMBER: 0001209191-14-077798 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140612 FILED AS OF DATE: 20141223 DATE AS OF CHANGE: 20141223 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LIN Media LLC CENTRAL INDEX KEY: 0001575571 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 900935925 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE WEST EXCHANGE STREET STREET 2: SUITE 5A CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: 4014579511 MAIL ADDRESS: STREET 1: ONE WEST EXCHANGE STREET STREET 2: SUITE 5A CITY: PROVIDENCE STATE: RI ZIP: 02903 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HICKS MUSE FUND III INC CENTRAL INDEX KEY: 0001041913 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36032 FILM NUMBER: 141307746 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147407300 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HICKS MUSE GP PARTNERS III LP CENTRAL INDEX KEY: 0001041912 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36032 FILM NUMBER: 141307747 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2146305757 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HM3 COINVESTORS, L.P. CENTRAL INDEX KEY: 0001041910 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36032 FILM NUMBER: 141307748 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT, STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214740-7300 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT, STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 FORMER NAME: FORMER CONFORMED NAME: HM3 COINVESTORS LP DATE OF NAME CHANGE: 19970703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HM3/GP PARTNERS, L.P. CENTRAL INDEX KEY: 0001041911 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36032 FILM NUMBER: 141307749 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147407300 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 FORMER NAME: FORMER CONFORMED NAME: HM3 GP PARTNERS LP DATE OF NAME CHANGE: 19970703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HICKS MUSE TATE & FURST EQUITY FUND III LP CENTRAL INDEX KEY: 0001023576 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36032 FILM NUMBER: 141307750 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147407300 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75201 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-06-12 1 0001575571 LIN Media LLC NYSE: LIN 0001023576 HICKS MUSE TATE & FURST EQUITY FUND III LP C/O HICKS, MUSE, TATE & FURST INCORP. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS TX 75201 0 0 0 1 Former 10% Owner 0001041911 HM3/GP PARTNERS, L.P. C/O HICKS, MUSE, TATE & FURST INCORP. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS TX 75201 0 0 0 1 Former 10% Owner 0001041910 HM3 COINVESTORS, L.P. C/O HICKS, MUSE, TATE & FURST INCORP. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS TX 75201 0 0 0 1 Former 10% Owner 0001041912 HICKS MUSE GP PARTNERS III LP C/O HICKS, MUSE, TATE & FURST INCORP. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS TX 75201 0 0 0 1 Former 10% Owner 0001041913 HICKS MUSE FUND III INC C/O HICKS, MUSE, TATE & FURST INCORP. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS TX 75201 0 0 0 1 Former 10% Owner Class A Common Shares 2014-06-12 4 C 0 2311798 A 2311798 I See Footnotes Class A Common Shares 2014-06-12 4 C 0 30231 A 2342029 I See Footnotes Class A Common Shares 2014-12-19 4 U 0 2311798 D 30231 I See Footnotes Class A Common Shares 2014-12-19 4 U 0 30231 D 0 I See Footnote Class B Common Shares 2014-06-12 4 C 0 2311798 D Class A Common Shares 2311798 14095600 I See Footnotes Class B Common Shares 2014-06-12 4 C 0 30231 D Class A Common Shares 30231 14065369 I See Footnotes Class B Common Shares 2014-12-19 4 U 0 13883813 D Class A Common Shares 13883813 181556 I See Footnotes Class B Common Shares 2014-12-19 4 U 0 181556 D Class A Common Shares 181556 0 I See Footnote Class C Common Shares 2014-12-19 4 U 0 1 D Class A Common Shares 1 0 I See Footnote On June 12, 2014, 2,311,798 Class B Common Shares were converted into 2,311,798 Class A Common Shares at the holder's election for no additional consideration. All 2,311,798 Class B Common Shares were held of record by Hicks, Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited partnership ("Fund III"). All 2,311,798 Class A Common Shares are held of record by Fund III. HM3/GP Partners, L.P., a Texas limited partnership ("HM3/GP Partners"), is the sole general partner of Fund III. Hicks Muse GP Partners III, L.P., a Texas limited partnership ("GP Partners III"), is the sole general partner of HM3/GP Partners and HM3 Coinvestors, L.P. ("HM3 Coinvestors"). Hicks Muse Fund III Incorporated, a Texas corporation ("Fund III Incorporated"), is the sole general partner of GP Partners III. HM3/GP Partners may be deemed to beneficially own all of the securities that are held directly by Fund III, and GP Partners III and Fund III Incorporated may be deemed to beneficially own all of the securities held directly by Fund III and HM3 Coinvestors. Each of HM3/GP Partners, GP Partners III and Fund III Incorporated disclaim beneficial ownership of such securities except to the extent of any of their respective pecuniary interest therein. On June 12, 2014, 30,231 Class B Common Shares were converted into 30,231 Class A Common Shares at the holder's election for no additional consideration. All 30,231 Class B Common Shares were held of record by HM3 Coinvestors. All 30,231 Class A Common Shares are held of record by HM3 Coinvestors. Of the 2,342,029 Class A Common Shares, (a) 2,311,798 shares are held of record by Fund III and (b) 30,231 shares are held of record by HM3 Coinvestors. Each share was disposed of pursuant to a merger agreement among the issuer, Media General, Inc. and certain of Media General, Inc.'s subsidiaries in exchange for, at the election of the holder thereof, either (a) $25.97 in cash without interest or (b) 1.4714 shares of the voting common stock of Media General, Inc., in each case, upon the terms and subject to the conditions set forth in the merger agreement. All 30,231 Class A Common Shares are held of record by HM3 Coinvestors. At any time upon the election of the holder for no additional consideration, each Class B Common Share is convertible into (i) one fully paid and non-assessable Class A Common Share or (ii) one fully paid and non-assessable Class C Common Share; provided that (a) any necessary approvals of the Federal Communication Commission have been obtained prior to any conversion, and (b) no Class B Common Shares will be converted into Class C Common Shares unless the holders of at least a majority of the Class B Common Shares approve such conversion. Of the 14,095,600 Class B Common Shares, (a) 13,883,813 shares are held of record by Fund III and (b) 211,787 shares are held of record by HM3 Coinvestors. Of the 14,065,369 Class B Common Shares, (a) 13,883,813 shares are held of record by Fund III and (b) 181,556 shares are held of record by HM3 Coinvestors. All 181,556 Class B Common Shares are held of record by HM3 Coinvestors. Each Class C Common Share converts automatically, for no additional consideration, into a Class A Common Share upon conversion of a majority of the Class B Common Shares. The reporting persons may be deemed to be members of a group with other affiliated entities that collectively were 10% owners. The referenced relationships are described in more detail in Amendment No. 5 to Schedule 13D filed on March 24, 2014 by the reporting persons and, among other persons, Hicks, Muse, Tate & Furst Equity Fund IV, L.P., Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P., Hicks, Muse & Co. Partners, L.P., HM4-EQ Coinvestors, L.P. and John R. Muse (collectively, the "Affiliated LIN Reporting Persons"). The reporting persons disclaim the existence of a group and disclaim beneficial ownership of any securities held by the other Affiliated LIN Reporting Persons. SEE ATTACHMENTS 2014-12-23 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT 
Joint Filer Information

Name of Joint Filer:                HM3/GP Partners, L.P.

Address of Joint Filer:             c/o Hicks, Muse, Tate & Furst
                                    Incorporated
                                    2100 McKinney Avenue, Suite 1600
                                    Dallas, Texas 75201

Designated Filer:                   Hicks, Muse, Tate & Furst Equity Fund
                                    III, L.P.

Date of Event Requiring Statement:  June 12, 2014

Issuer Name and Ticker Symbol:      LIN Media LLC (NYSE: LIN)

Signature:                          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


Joint Filer Information

Name of Joint Filer:                HM3 Coinvestors, L.P.

Address of Joint Filer:             c/o Hicks, Muse, Tate & Furst Incorporated
                                    2100 McKinney Avenue, Suite 1600
                                    Dallas, Texas 75201

Designated Filer:                   Hicks, Muse, Tate & Furst Equity Fund III,
                                    L.P.

Date of Event Requiring Statement:  June 12, 2014

Issuer Name and Ticker Symbol:      LIN Media LLC (NYSE: LIN)

Signature:                          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


Joint Filer Information

Name of Joint Filer:                Hicks, Muse GP Partners III, L.P.

Address of Joint Filer:             c/o Hicks, Muse, Tate & Furst Incorporated
                                    2100 McKinney Avenue, Suite 1600
                                    Dallas, Texas 75201

Designated Filer:                   Hicks, Muse, Tate & Furst Equity Fund III,
                                    L.P.

Date of Event Requiring Statement:  June 12, 2014

Issuer Name and Ticker Symbol:      LIN Media LLC (NYSE: LIN)

Signature:                          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


Joint Filer Information

Name of Joint Filer:                Hicks, Muse Fund III Incorporated

Address of Joint Filer:             c/o Hicks, Muse, Tate & Furst Incorporated
                                    2100 McKinney Avenue, Suite 1600
                                    Dallas, Texas 75201

Designated Filer:                   Hicks, Muse, Tate & Furst Equity Fund III,
                                    L.P.

Date of Event Requiring Statement:  June 12, 2014

Issuer Name and Ticker Symbol:      LIN Media LLC (NYSE: LIN)

Signature:                          Hicks, Muse Fund III Incorporated

                                    By:   /s/ David W. Knickel
                                          --------------------------------------
                                          David W. Knickel
                                          Vice President and Chief Financial
                                          Officer
EX-99.2 3 attachment2.htm EX-99.2 DOCUMENT 
Signature of Reporting Person

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