SCHEDULE
13D
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CUSIP
No. 46205A103
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Page 2
of 10
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1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CIG
Media
LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a)
ý
(b)
o
|
|
3
|
SEC
USE
ONLY
|
|
4
|
SOURCE
OF FUNDS
AF;
WC
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
or 2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
674,030,903
1
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
674,030,903
1
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 8 above.
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
99.0%
2
|
|
14
|
TYPE
OF REPORTING PERSON
OO
|
1
All
capitalized terms used but not otherwise defined in the footnotes to
these cover
pages shall have the meanings given to them in the Master Transaction
Agreement. The aggregate number of Shares that the Reporting Persons
may be deemed to beneficially own is the sum of the following: (i) 60,220,578
Shares beneficially owned by the Reporting Persons; (ii) 8,311,639 Shares
that
would be issued to the Reporting Persons upon conversion of the 8,311,639
shares
of
Class B Common Stock beneficially owned by the Purchaser; (iii) 164,080,068
Shares that would be issued to the Reporting Persons upon conversion
of
$123,060,051 of the Company's Series B Convertible Subordinated Debt
beneficially owned by the Purchaser; (iv) 100,000,000 Shares that would
be
issued to the Purchaser upon exercise of the Warrant; (v) 224,719,101
Shares
that would be issued to the Reporting Persons upon conversion of the
$200,000,000
stated liquidation value
of Series E-2 Convertible Preferred that the Reporting Persons received
pursuant
to Section 10.11 of the Master Transaction Agreement; and (vi) 116,699,517
Shares that would be issued to the Purchaser upon conversion of the $87,524,638
aggregate stated liquidation preference of Series C Convertible Preferred
that
the Purchaser is entitled to receive upon exchange of its $87,524,638
aggregate
stated liquidation preference of Series A-2 Preferred Stock pursuant
to Section
10.13 of the Master Transaction Agreement. The 164,080,068 Shares
that would be issued to the Reporting Persons upon conversion of $123,060,051
of
the Company's Series B Convertible Subordinated Debt beneficially owned
by the
Purchaser identified in clause (iii) of this footnote 1 includes (x)
133,333,333
Shares that would be issued to the Reporting Persons upon conversion
of $100
million of the Company’s Series B Convertible Subordinated Debt purchased by the
Reporting Persons on May 4, 2007; (y) 20,000,000 Shares that would be
issued
upon conversion of $15 million of the Company’s Series B Convertible
Subordinated Debt purchased by the Reporting Persons on August 21, 2007;
and (z)
10,746,735 Shares that would be issued upon conversion of $8,060,051
of the
Company’s Series B Convertible Subordinated Debt issued to the Reporting Persons
in the Contingent Exchange on August 21, 2007
.
Based
on
information reported by the NBCU Entities, National Broadcasting Company
Holding, Inc. and General Electric Company in Amendment No. 12 to the
Schedule
13D filed with the Securities and Exchange Commission on August 23,
2007, NBC
Palm Beach I holds 25,000 shares of 11% Series B Preferred Stock, 9337.8627
shares of Series D Convertible Preferred and 3,107 shares of Series
E-1
Convertible Preferred and NBCU owns $31,621,373 in face value of Series
B
Convertible Subordinated Debt which, in the aggregate, are convertible
into
541,426,667 Shares. If the Reporting Persons and the NBCU Entities
were deemed to be a group by virtue of the transactions described in
Item 4 of
this Schedule 13D, the Reporting Persons would be deemed to beneficially
own an
aggregate of 1,215,457,570 Shares. However, the Reporting Persons
expressly disclaim beneficial ownership of the shares of 11% Series B
Preferred Stock, Series D Convertible Preferred and Series E-1 Convertible
Preferred and the Series B Convertible Subordinated Debt owned by any
of the
NBCU Entities.
2
The
denominator used in calculating this percentage is 680,556,845 which is the
sum of (i) 66,746,520 outstanding Shares as of November 8, 2007 (as reported
in
the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2007, filed with the Securities and Exchange Commission on
November 13, 2007) and (ii) 613,810,325 Shares that would be issued upon
conversion of the securities disclosed in footnote 1 items (iii) through
(vi) of
this Schedule 13D. If the Reporting Persons and the NBCU Entities
were deemed to be a group by virtue of the transactions described in Item
4 of
this Schedule 13D, the Reporting Persons would be deemed to beneficially
own
approximately 99.5% of the Shares. However, the Reporting Persons
expressly disclaim beneficial ownership of the shares of 11% Series B Preferred
Stock, Series D Convertible Preferred, and Series E-1 Convertible Preferred
and
the Series B Convertible Subordinated Debt owned by any of the NBCU
Entities.
SCHEDULE
13D
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CUSIP
No. 46205A103
|
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Page 3
of 10
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1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Limited
Partnership
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a)
ý
(b)
o
|
|
3
|
SEC
USE
ONLY
|
|
4
|
SOURCE
OF FUNDS
AF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
or
2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Illinois
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
674,030,903
3
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
674,030,903
3
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 8 above.
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
99.0%
4
|
|
14
|
TYPE
OF REPORTING PERSON
PN;
IA
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SCHEDULE
13D
|
CUSIP
No. 46205A103
|
|
Page 4
of 10
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1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Investment Group,
L.L.C.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a)
ý
(b)
o
|
|
3
|
SEC
USE
ONLY
|
|
4
|
SOURCE
OF FUNDS
AF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
or 2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
674,030,903
5
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
674,030,903
5
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 8 above.
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
99.0%
6
|
|
14
|
TYPE
OF REPORTING PERSON
OO;
HC
|
5
See
footnote 1
above.
SCHEDULE
13D
|
CUSIP
No. 46205A103
|
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Page 5
of 10
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1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth
Griffin
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a)
ý
(b)
o
|
|
3
|
SEC
USE
ONLY
|
|
4
|
SOURCE
OF FUNDS
AF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
or 2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
674,030,903
7
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
674,030,903
7
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 8 above.
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
99.0%
8
|
|
14
|
TYPE
OF REPORTING PERSON
IN;
HC
|
T
his
Amendment No. 17 to Schedule 13D (“Amendment No. 17”) amends and supplements the
Schedule 13D filed with the Securities and Exchange Commission on January 26,
2007 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on
February 23, 2007 (“Amendment No. 1”), Amendment No. 2 filed on March 15, 2007
(“Amendment No. 2”), Amendment No. 3 filed on March 30, 2007 (“Amendment No.
3”), Amendment No. 4 filed on April 10, 2007 (“Amendment No. 4”), and Amendment
No. 5 filed on April 12, 2007 (“Amendment No. 5”), Amendment No. 6 filed on
April 30, 2007 (“Amendment No. 6”), Amendment No. 7 filed under cover of
Schedule TO on May 8, 2007 (“Amendment No. 7”), Amendment No. 8 filed under
cover of Schedule TO on May 10, 2007 (“Amendment No. 8”), Amendment No. 9 filed
under cover of Schedule TO on May 14, 2007 (“Amendment No. 9”), Amendment No. 10
filed under cover of Schedule TO on June 5, 2007 (“Amendment No. 10”), Amendment
No. 11 filed under cover of Schedule TO on June 8, 2007 (“Amendment No. 11”),
Amendment No. 12 filed under cover of Schedule TO on June 18, 2007 (“Amendment
No. 12”), Amendment No. 13 filed on June 22, 2007 (“Amendment No. 13”),
Amendment No. 14 filed on July 31, 2007 (“Amendment No. 14”), Amendment No. 15
filed on August 23, 2007 (“Amendment No. 15”), and Amendment No. 16 filed on
January 4, 2008 (“Amendment No. 16” and, together with the Original Schedule
13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4,
Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment
No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No.
13,
Amendment No. 14 and Amendment No. 15, the “Schedule 13D”), by CIG
Media LLC, a Delaware limited liability company (“CM”), Citadel Limited
Partnership, a Delaware limited partnership (“CLP”), Citadel Investment Group,
L.L.C., a Delaware limited liability company (“CIG”), and Kenneth Griffin, a
natural person (“Griffin” and, together with CM, CLP and CIG, the “Reporting
Persons”), with respect to shares of Class A common stock, par value $0.001 per
share (“Class A Common Stock”), of ION Media Networks, Inc., a Delaware
corporation (the “Issuer”). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the Schedule
13D. As specifically amended and supplemented by this Amendment No.
17, the Schedule 13D shall remain in full force and effect.
ITEM
3.
Source
and Amount of Funds
or Other Consideration
.
Item
3
of the
Schedule 13D is hereby amended and supplemented by adding the following
immediately after the last paragraph
thereof:
T
he
aggregate purchase price for the 15,455,062 shares of Class A Common Stock
and
the 8,311,639 shares of Class B Common Stock acquired by CM upon the Call
Closing (as defined in the Call Agreement) on January 8, 2008 is
$6,274,140.81. When CM exercised the Call Right on May 7, 2007, The
Bank of New York (the “Escrow Agent”) released to the Paxson Stockholders the
escrow amount of $3,863,765.50, which had been placed in escrow by NBCU,
representing the exercise price of the Call Right with respect to the 15,455,062
shares of Class A Common Stock. Upon the Call Closing on January 8,
2008, CM paid $2,410,375.31 for the shares of Class B Common Stock. The source
of funding for the purchase of such shares of Class B Common Stock was the
general working capital of CM.
ITEM
4.
Purpose of
Transaction
.
Item
4 of the Schedule 13D is hereby
amended and supplemented by adding the following immediately after the last
paragraph thereof:
On
January
8, 2008, the Call Closing occurred. At the Call Closing, CM acquired
15,455,062 shares of Class A Common Stock and 8,311,639 shares of Class B Common
Stock, and CM delivered $2,410,375.31 to the Paxson
Stockholders.
Effective
upon the Call Closing, the New
Stockholders Agreement (as defined in the Master Transaction Agreement) became
effective, including the governance provisions
thereof.
Except
as set forth herein, in the Schedule 13D, and
in the exhibits hereto and thereto, the Reporting Persons have no present plans
or proposals that would result in or relate to any of the transactions or
changes listed in Items 4(a) through 4(j) of the form of Schedule
13D.
ITEM
5.
Interests in Securities
of
the Issuer
.
Item
5 of the Schedule 13D, Item 5 is
hereby amended by replacing paragraphs (a), (b) and (c) of Item 5 in their
entirety with the following:
|
|
(a)
|
Number
of
Shares
|
Percentage
of
Shares
|
|
|
|
674,030,903
9
|
99.0%
10
|
By
virtue
of
the
transactions described in Item 4 of this Schedule 13D, NBCU and the Reporting
Persons may be deemed to be a group for purposes of Section 13(d) of the
Exchange Act. However, neither the filing of this Schedule 13D nor
any of its contents will be deemed to constitute an admission that any of
the
Reporting Persons is a beneficial owner of any shares of equity securities
owned
by NBCU for purposes of Section 13(d) of the Exchange Act, or for any other
purpose, and such beneficial ownership is expressly
disclaimed.
|
|
(b)
|
Sole power
to vote
or direct the vote: 0
|
|
|
|
|
|
|
|
|
|
Shared
power to vote or direct the vote: 674,030,903
11
|
|
|
|
|
|
|
|
|
|
Sole
power to dispose or to direct the disposition: 0
|
|
|
|
|
|
|
|
|
|
Shared
power to dispose or direct the disposition: 674,030,903
12
|
|
The
power
to vote or to direct the vote or to dispose or direct the disposition of
the
674,030,903 shares of the Class A Common Stock reported herein is shared
among
the Reporting Persons.
By
virtue
of the transactions described in Item 4 of this Schedule 13D, NBCU and the
Reporting Persons may be deemed to be a group for purposes of Section 13(d)
of
the Exchange Act. However, neither the filing of this Schedule 13D
nor any of its contents will be deemed to constitute an admission that any
of
the Reporting Persons has the sole or shared power to vote or direct the
vote or
dispose or direct the disposition of any shares of equity securities owned
by
NBCU for purposes of Section 13(d) of the Exchange Act, or for any other
purpose, and such sole or shared power to vote or direct the vote or dispose
or
direct the disposition of such shares of equity securities is expressly
disclaimed.
Except
as
disclosed in Item 4 hereof, none of the Reporting Persons, nor to the best
of
their knowledge, any of their directors or executive officers, has effected
any
transaction in the Shares during the past 60 days.
9
The
aggregate
number
of
Shares that the Reporting Persons may be deemed to beneficially own is the
sum
of the following: (i) 60,220,578 Shares beneficially owned by the Reporting
Persons; (ii) 8,311,639 Shares that would be issued to the Reporting Persons
upon conversion of the 8,311,639 shares of Class B Common Stock beneficially
owned by the Purchaser; (iii) 164,080,068 Shares that would be issued to
the
Reporting Persons upon conversion of $123,060,051 of the Company's Series
B
Convertible Subordinated Debt beneficially owned by the Purchaser; (iv)
100,000,000 Shares that would be issued to the Purchaser upon exercise of
the
Warrant; (v) 224,719,101 Shares that would be issued to the Reporting Persons
upon conversion of the $200,000,000 stated liquidation value of Series E-2
Convertible Preferred that the Reporting Persons received pursuant to Section
10.11 of the Master Transaction Agreement; and (vi) 116,699,517 Shares that
would be issued to the Purchaser upon conversion of the $87,524,638 aggregate
stated liquidation preference of Series C Convertible Preferred that the
Purchaser is entitled to receive upon exchange of its $87,524,638 aggregate
stated liquidation preference of Series A-2 Preferred Stock pursuant to Section
10.13 of the Master Transaction Agreement. The 164,080,068 Shares
that would be issued to the Reporting Persons upon conversion of $123,060,051
of
the Company's Series B Convertible Subordinated Debt beneficially owned by
the
Purchaser identified in clause (iii) of this footnote 9 includes (x)
133,333,333 Shares that would be issued to the Reporting Persons upon conversion
of $100 million of the Company’s Series B Convertible Subordinated Debt
purchased by the Reporting Persons on May 4, 2007; (y) 20,000,000 Shares
that
would be issued upon conversion of $15 million of the Company’s Series B
Convertible Subordinated Debt purchased by the Reporting Persons on August
21,
2007; and (z) 10,746,735 Shares that would be issued upon conversion of
$8,060,051 of the Company’s Series B Convertible Subordinated Debt issued to the
Reporting Persons in the Contingent Exchange on August 21,
2007.
Based
on
information reported by the NBCU Entities, National Broadcasting Company
Holding, Inc. and General Electric Company in Amendment No. 12 to the Schedule
13D filed with the Securities and Exchange Commission on August 23, 2007,
NBC
Palm Beach I holds 25,000 shares of 11% Series B Preferred Stock, 9337.8627
shares of Series D Convertible Preferred and 3,107 shares of Series E-1
Convertible Preferred and NBCU owns $31,621,373 in face value of Series
B
Convertible Subordinated Debt which, in the aggregate, are convertible
into
541,426,667 Shares. If the Reporting Persons and the NBCU Entities
were deemed to be a group by virtue of the transactions described in Item
4 of
this Schedule 13D, the Reporting Persons would be deemed to beneficially
own an
aggregate of 1,215,457,570 Shares. However, the Reporting Persons
expressly disclaim beneficial ownership of the shares of 11% Series B Preferred
Stock, Series D Convertible Preferred and Series E-1 Convertible Preferred
and
the Series B Convertible Subordinated Debt owned by any of the NBCU
Entities.
10
The
denominator
used in calculating this percentage is 680,556,845 which is the sum of (i)
66,746,520 outstanding Shares as of November 8, 2007 (as reported in the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2007, filed with the Securities and Exchange Commission on November 13,
2007) and (ii) 613,810,325 Shares that would be issued upon conversion of the
securities disclosed in footnote 1 items (ii) through (vi) of this Schedule
13D. If the Reporting Persons and the NBCU Entities were deemed to be
a group by virtue of the transactions described in Item 4 of this Schedule
13D,
the Reporting Persons would be deemed to beneficially own approximately 99.5%
of
the Shares. However, the Reporting Persons expressly disclaim
beneficial ownership of the shares of 11% Series B Preferred Stock, Series
D
Convertible Preferred, and Series E-1 Convertible Preferred and the Series
B
Convertible Subordinated Debt owned by any of the NBCU
Entities.
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.
Dated: January
10, 2008
|
CIG
MEDIA
LLC
|
|
KENNETH
GRIFFIN
|
|
By:
|
Citadel
Limited Partnership,
|
|
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its
Portfolio Manager
|
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|
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By:
|
Citadel
Investment Group, L.L.C.,
|
|
By:
|
/s/
Matthew Hinerfeld
|
|
|
its
General Partner
|
|
|
Matthew
Hinerfeld, attorney-in-fact*
|
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By:
|
/s/
Matthew Hinerfeld
|
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Matthew
Hinerfeld, Managing
|
|
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|
|
|
Director
and Deputy General Counsel
|
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CITADEL
INVESTMENT GROUP,
L.L.C.
|
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CITADEL
LIMITED
PARTNERSHIP
|
|
|
|
|
By:
|
Citadel
Investment Group, L.L.C.,
|
|
|
|
|
|
its
General Partner
|
|
By:
|
/s/
Matthew Hinerfeld
|
|
|
|
|
|
Matthew
Hinerfeld, Managing
|
|
|
|
|
|
Director
and Deputy General Counsel
|
|
By:
|
/s/
Matthew Hinerfeld
|
|
|
|
|
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Matthew
Hinerfeld, Managing
|
|
|
|
|
|
Director
and Deputy General Counsel
|
|
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|
*
Matthew
Hinerfeld is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant
to a power of attorney previously filed with the Securities and Exchange
Commission
on
February
4, 2005, and
hereby
incorporated by reference herein
.
The
power
of attorney was filed as an
attachment
to a filing by Citadel Limited
Partnership
on Schedule
13G/A
for
Komag,
Incorporated
.