Note 4 - Common Stock

12 Months Ended

Dec. 31, 2013

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Note 4: Common Stock

Common Stock

On November 12, 2013, pursuant to the merger agreement, Media General reclassified all of the outstanding shares of its Class A common stock and Class B common stock (28,192,395 shares in the aggregate) into shares of no par value voting common stock. Each outstanding share of Young common stock and each issued and outstanding warrant to purchase Young common stock was converted into the right to receive 730.6171 shares of no par value voting common stock. Shares of common stock (and the associated price-per-share) for all periods presented have been restated to reflect the applicable number of shares of no par value voting common stock. Warrants for prior periods have been restated to reflect the right to receive the applicable number of shares of no par value voting common stock. Media General issued 60,193,351 shares of voting common stock to Young’s equityholders to effect the merger transaction.

A few shareholders elected to receive (certain of their) shares in a separate class of unlisted Media General non-voting common stock. Each share of non-voting common stock is convertible into one share of voting common stock, and each share of Media General voting common stock is convertible into one share of non-voting common stock, in each case subject to certain limitations reflected in the Company’s Articles of Incorporation. If any dividends are paid, both classes of common stock will receive the same amount per share.

The following table shows common stock activity for the years ended December 31, 2013, 2012 and 2011. Share activity prior to the merger was multiplied by the 730.6171:1 exchange ratio:

	Voting Shares			Non-voting Shares
Balance at December 31, 2010		50,454,225			4,077,574
Conversion of common stock		2,608,303			(2,608,303	)
Balance at December 31, 2011		53,062,528			1,469,271
Conversion of warrants		12,747,077			-
Conversion of common stock		1,039,668			(1,039,668	)
Repurchase of securities		(19,046,457	)		(429,603	)
Balance at December 31, 2012		47,802,816			-
Conversion of warrants		12,390,535			-
Merger transaction		27,363,510			828,885
Exercise of stock options		141,001			-
Performance accelerated restricted stock		(2,384	)		-
Other		17			-
Balance at December 31, 2013		87,695,495			828,885

Lender Warrant Agreement

On the effective date of Young’s emergence from bankruptcy, Young issued lender warrants (“Lender Warrants”) to certain holders of the pre-petition lender claims pursuant to the Lender Warrant Agreement, dated June 24, 2010, as amended. The Lender Warrants were exercisable on a one -for- one basis for shares of common stock, at any point through December 24, 2024. Following the merger transaction, no Lender Warrants remain outstanding.

Conversions and Repurchases

In January of 2012, the Company announced an offer to purchase, for cash, up to an aggregate of 26,568,160 securities consisting of common stock and warrants at a purchase price of $4.52 per share (less the exercise price of the warrant) for an aggregate purchase price of $120 million.  The tender closed in February of 2012, with virtually full participation across the shareholder group.  Total outstanding securities pre-tender were 91,327,868 consisting of 54,531,799 shares of common stock and 36,796,069 Lender Warrants.  Post tender, there were 64,759,708 total outstanding securities consisting of 38,628,457 shares of common stock and 26,131,251 Lender Warrants.  The $120 million was funded by a $65 million draw on the remaining funds available under the Senior Term Loan and $55 million from cash.    

In November of 2012, the Company announced an offer to purchase for cash up to an aggregate of 4,566,357 securities consisting of common stock and warrants at a purchase price of $5.47 per share (less the exercise price of the warrant) for an aggregate purchase price of $25 million.  The tender closed in December of 2012, with a similar high level of participation across the shareholder group as 91.0% of the outstanding securities were submitted for tender.  Total outstanding securities pre-tender were 64,759,708 consisting of 51,375,533 shares of common stock and 13,384,175 Lender Warrants.  Post tender there were 60,193,351 total outstanding securities consisting of 47,802,816 shares of common stock and 12,390,535 Lender Warrants.  The $25 million was fully funded from cash.    

In April of 2012, one of the pre-petition lenders exercised 2,739,814 warrants. In November of 2012, the same pre-petition lender exercised 10,007,263 warrants.

In November of 2013, the remaining 12,390,535 outstanding warrants were converted to shares of no par value voting common stock in connection with the merger.