form8k.htm
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
Date
of report (Date of earliest event reported): October 2, 2009
LIN TV Corp.
(Exact
Name of Registrant as Specified in Charter)
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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 02906
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (401) 454-2880
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):
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
3.02. Unregistered Sales of Equity Securities
On October 2, 2009, LIN TV Corp. (the
“Company”) completed the acquisition of RM Media LLC, formerly Red McCombs
Media, LP (“RMM”), an online advertising and media services company based
in Austin, Texas. The acquisition was effected through the merger of
RMM with and into Primeland Television, Inc., an indirect wholly owned
subsidiary of the Company (“Primeland”). The aggregate consideration
paid by the Company in connection with the merger was approximately $7.9
million, which was comprised of approximately $1.2 million paid in cash, $4.5
million paid in the form of shares of the Company’s Class A common stock, par
value $0.01 per share (the “Common Stock”), and approximately $2.2 million in
the form of an unsecured promissory note. In addition, in connection
with the transaction Primeland assumed an aggregate of approximately $2.8
million of RMM’s existing indebtedness and satisfied certain expenses incurred
by RMM and its former owners.
As part
of the merger consideration, the Company issued 933,610 shares of Common Stock
to the former owners of RMM, at $4.82 per share, for an aggregate value of
$4,500,000. The Common Stock was issued in the transaction pursuant
to a private placement in reliance upon the exemption from registration under
Rule 506 of the Securities Act of 1933, as amended (the “Securities Act”) and/or
pursuant to Section 4(2) of the Securities Act.
Item 7.01. Regulation
FD Disclosure.
The press
release issued by the Company on October 6, 2009 announcing the transaction is
furnished as Exhibit 99.1 to this Current Report and is incorporated herein
by reference.
The
information contained in Item 7.01 of this Current Report on Form 8-K is
being furnished to the SEC and shall not be deemed to be “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to liabilities of that Section, nor shall it be deemed to be
incorporated by reference into any registration statement or other document
filed pursuant to the Securities Act.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press
Release, dated October 6, 2009 announcing the closing of the
transaction.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, each of LIN TV Corp.
and LIN Television Corporation, have duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
LIN TV Corp.
LIN Television
Corporation
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Date: October
6, 2009
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By: /s/
Nicholas A. Mohamed
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Name: Nicholas A.
Mohamed
Title: Vice
President and Controller