- Current report filing (8-K)
06 8월 2009 - 8:37PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of
1934
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Date
of Report (Date of earliest event reported): August 6,
2009
LIN
TV Corp.
(Exact
name of registrant as specified in its charter)
Delaware
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001-31311
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05-0501252
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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LIN
Television Corporation
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-25206
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13-3581627
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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Four
Richmond Square, Suite 200, Providence, Rhode Island
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02906
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
(401) 454-2880
________________________________________________________
(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 (
see
General
Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 1.01 Entry into a Material
Definitive Agreement.
On
July 31, 2009, LIN Television Corporation entered into an Amended and
Restated Credit Agreement (the “Amended Credit Agreement”)
with
JPMorgan Chase Bank, N.A., as Administrative Agent, and the banks and
other financial institutions party thereto.
Under the Amended
Credit Agreement, our aggregate revolving credit commitments will remain at
$225.0 million and our outstanding term loans remain at $69.9 million. The
terms of the Amended Credit Agreement include, but are not limited to,
changes to financial covenants, including our consolidated leverage ratio,
consolidated interest coverage ratio and consolidated senior leverage ratio,
a general tightening of the exceptions to our negative covenants
(principally by means of reducing the types and amounts of permitted
transactions) and an increase to the interest rates and fees payable with
respect to the borrowings under the Amended Credit Agreement.
Certain
revised financial condition covenants, and other key terms, are as
follows:
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Prior
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As
Amended
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Consolidated
Leverage Ratio:
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July
1, 2009 through September 30, 2009
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7.00x
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9.00x
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October
1, 2009 to December 31, 2009
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7.00x
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10.50x
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January
1, 2010 through March 31, 2010
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6.50x
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10.00x
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April
1, 2010 through June 30, 2010
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6.50x
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9.00x
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July
1, 2010 through September 30, 2010
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6.00x
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7.50x
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October
1, 2010 and thereafter
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6.00x
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6.00x
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Consolidated
Interest Coverage Ratio:
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July
1, 2009 through September 30, 2009
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2.00x
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1.75x
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October
1, 2009 through December 31, 2009
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2.00x
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1.50x
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January
1, 2010 through June 30, 2010
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2.25x
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1.75x
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July
1, 2010 through September 30, 2010
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2.25x
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2.00x
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October
1, 2010 and thereafter
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2.25x
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2.25x
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Consolidated
Senior Leverage Ratio:
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July
1, 2009 through September 30, 2009
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3.50x
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3.75x
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October
1, 2009 through December 31, 2009
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3.50x
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4.25x
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January
1, 2010 through March 31, 2010
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3.50x
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4.00x
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April
1, 2010 through June 30, 2010
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3.50x
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3.75x
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July
1, 2010 through September 30, 2010
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3.50x
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3.00x
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October
1, 2010 and thereafter
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3.50x
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2.25x
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Interest
rate on borrowings
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LIBOR
+ 150bps*
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LIBOR
+ 375bps
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*
At consolidated leverage of 7x or greater.
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The
Amended Credit Agreement revises the calculation of Consolidated Total Debt used
in our consolidated leverage ratios to exclude the netting of cash and cash
equivalents against total debt.
On
an annual basis following the delivery of the Company's year end financial
statements, the Amended Credit Agreement requires mandatory prepayments of
principal, as well as a permanent reduction in revolving credit
commitments, subject to a computation of excess cash flow for the
preceding fiscal year, as more fully set forth in the Amended Credit Agreement.
In addition, the Amended Credit Agreement places additional restrictions on the
use of proceeds from asset sales or from the issuance of debt (with the result
that such proceeds, subject to certain exceptions, be used for mandatory
prepayments of principal and permanent reductions in revolving credit
commitments), and includes an anti-cash hoarding provision which requires that
LIN Television Corporation utilize unrestricted cash and cash equivalent
balances in excess of $12.5 million to repay principal amounts outstanding, but
not permanently reduce capacity, under our revolving credit
facility.
The
description of the provisions of the Amended Credit Agreement set forth
above is qualified in its entirety by reference to the full and complete terms
contained in the Amended Credit Agreement, which is filed as Exhibit 99.1
and incorporated herein by reference.
Item
2.02 Results of Operations.
On
August 6, 2009, LIN TV Corp. issued a press release announcing its financial
results for the quarter and six months ended June 30, 2009. A copy of
this press release has been furnished with this Current Report on Form 8-K as
Exhibit 99.2.
The
information in this Item 2.02 on Form 8-K (including Exhibit 99.2)
shall not be deemed “filed” under the Securities Exchange Act of 1934 (“the
Exchange Act”) nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933 or the Exchange Act except as expressly set
forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
See
Exhibit Index attached hereto.
SIGNATURE
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 thereunto
duly authorized.
LIN
TV Corp.
Date:
August 6, 2009
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By:/s/
Nicholas N.
Mohamed
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Name:
Nicholas N. Mohamed
Title:
Vice President and Controller
LIN
Television Corporation
Date:
August 6, 2009
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By:/s/
Nicholas N.
Mohamed
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Name:
Nicholas N. Mohamed
Title:
Vice President and Controller
EXHIBIT
INDEX
Exhibit Number
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Description
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99.1
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Amended
and Restated Credit Agreement
dated
as of November 4, 2005
as
amended and restated as of July 31, 2009
among
LIN
Television Corporation,
as
the Borrower, t
he
lenders party hereto,
JPMorgan
Chase Bank, N.A.,
as
Administrative Agent,
as
an Issuing Lender
and
as Swingline Lender
J.P.
Morgan Securities Inc.
and
Deutsche Bank Securities, Inc.,
as
Joint Lead Arrangers and Joint Bookrunners,
Deutsche
Bank Trust Company Americas,
as
Syndication Agent and as an Issuing Lender,
and
Goldman
Sachs Credit Partners, L.P.,
Bank of
America, N.A.
and
Wachovia
Bank, National Association,
as
Documentation Agents
and
The
Bank of Nova Scotia
and
Suntrust
Bank,
as
Co-Documentation Agents
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99.2
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Press Release dated
August 6, 2009.
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Lin TV (NYSE:TVL)
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