UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 19, 2015
MEDIA GENERAL, INC.
(Exact name of registrant as specified in its charter)
Virginia |
1-6383 |
46-5188184 |
(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
333 E. Franklin Street, Richmond, VA |
|
23219 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (804) 887-5000
Not Applicable
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 8.01. |
Other Events. |
On November 19, 2015, Media General, Inc. announced that LIN Television Corporation (the "Company"), a wholly owned subsidiary of Media General, Inc., is offering to exchange (the “Exchange Offer”) up to $400,000,000 aggregate principal amount of its outstanding 5.875% Senior Notes due 2022 (the “Original Notes”) for up to $400,000,000 aggregate principal amount of its new 5.875% Senior Notes due 2022 (the “Exchange Notes” and, together with the Original Notes, the “Notes”) that have been registered under the Securities Act of 1933, as amended. The Exchange Offer is being conducted to satisfy the Company’s obligations under the terms of the registration rights agreement entered into in connection with the issuance of the outstanding notes and is more fully explained in the press release attached as Exhibit 99.1 and incorporated by reference to this Item 8.01.
ITEM 9.01 |
Financial Statements and Exhibits. |
(d) |
|
Exhibit |
|
Description |
|
99.1 |
|
Press release dated November 19, 2015 by Media General, Inc. reporting the commencement of an exchange offer relating to LIN Television Corporation's 5.875% Senior Notes due 2022. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 19, 2015 |
MEDIA GENERAL, INC. | ||
By: |
/s/ James F. Woodward | ||
Name: |
|
James F. Woodward | |
Title: |
|
Senior Vice President and Chief Financial Officer |
INDEX OF EXHIBITS
Exhibit |
|
Description |
99.1 |
|
Press release dated November 19, 2015 by Media General, Inc. reporting the commencement of an exchange offer relating to LIN Television Corporation's 5.875% Senior Notes due 2022. |
Exhibit 99.1
FOR IMMEDIATE RELEASE
MEDIA GENERAL, INC. ANNOUNCES EXCHANGE OFFER
FOR LIN TELEVISION CORPORATION’S 5.875% SENIOR NOTES DUE 2022
Richmond, VA, November 19, 2015 – Media General, Inc., (NYSE: MEG; www.mediageneral.com) announced today that LIN Television Corporation (the “Company”), a wholly owned subsidiary of Media General, Inc., is offering to exchange (the “Exchange Offer”) up to $400,000,000 aggregate principal amount of its outstanding 5.875% Senior Notes due 2022 (the “Original Notes”) for up to $400,000,000 aggregate principal amount of its new 5.875% Senior Notes due 2022 (the “Exchange Notes” and, together with the Original Notes, the “Notes”) that have been registered under the Securities Act of 1933, as amended.
The Exchange Offer is being made to satisfy the Company’s obligations under a registration rights agreement entered into in connection with the issuance of the Original Notes, and does not represent a new financing transaction.
The terms of the Exchange Notes are substantially identical to the terms of the Original Notes, except that the transfer restrictions, registration rights and provisions for additional interest relating to the Original Notes do not apply to the Exchange Notes.
The Exchange Offer will expire at 11:59 p.m., New York City time on December 17, 2015, unless extended by the Company. Valid tenders of the Original Notes must be made, and may be withdrawn at any time, before the expiration date of the Exchange Offer.
The Bank of New York Mellon, the trustee under the indenture governing the Notes, is serving as the exchange agent in connection with the Exchange Offer. Questions or requests for documents relating to the Exchange Offer should be directed to The Bank of New York Mellon at (315) 414-3317.
This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy securities. The Exchange Offer is being made only pursuant to a prospectus and the related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law. For instructions on how to participate in the Exchange Offer and the consequences to holders who do not participate in the Exchange Offer, see the prospectus filed with the Securities and Exchange Commission in connection with the Exchange Offer.
About Media General
Media General is one of the nation's largest local media companies that operates or services 71 television stations in 48 markets, along with the industry's leading digital media business. Our robust portfolio of broadcast, digital and mobile products informs and engages 23% of U.S. TV households and 90% of the total U.S. Internet audience.
Media General has one of the industry's largest and most diverse digital media businesses that includes One Mobile, Federated Media, HYFN and Dedicated Media, all under the LIN Digital banner. With unmatched local-to-national reach and integrated marketing solutions, Media General is a one-stop-shop for agencies and brands that want to effectively and efficiently reach their target audiences across all screens.
Media General trades on the NYSE under the symbol “MEG.”
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements. You can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and are based on management’s estimates, assumptions and projections and involve known and unknown risks and uncertainties, many of which are beyond Media General's control.
No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur. Media General assumes no duty to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date.
Contact:
Courtney Guertin |
|
Director, Marketing & Communications 401-457-9501 cguertin@mediageneral.com |
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