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Published on 5/30/2007 in the Prospect News Special Situations Daily.

ION ad hoc committee ceases activity as Citadel, NBC Universal deal moves forward

By Lisa Kerner

Charlotte, N.C., May 30 - ION Media Networks, Inc. investors led by Contrarian Capital Management, LLC sold 6,170 shares of the company's stock and ceased to be an ad hoc committee, according to a schedule 13D filing with the Securities and Exchange Commission. The reporting persons own less than 5% of the company's outstanding stock.

"In light of developments concerning the company, Citadel and NBC Universal, the reporting persons have ceased to act together as an ad hoc committee, "the filing stated.

The Federal Trade Commission granted early termination of the Hart-Scott-Rodino waiting period in the proposed $1.46 per share cash tender offer by Citadel Investment Group, LLC and its affiliates for ION. The tender offer is scheduled to expire at midnight ET on June 1, according to a company news release.

On May 4, ION entered into an agreement with affiliates of Citadel Investment Group, LLC and NBC Universal, Inc. for a comprehensive recapitalization of ION that includes taking the company private.

Under the deal, NBC Universal is transferring to Citadel the call right on Bud Paxson's controlling shares it acquired in November 2005 and Citadel will exercise the call right, begin a cash tender offer and invest $100 million to fund ION's future growth and digital investment plans.

ION will launch an exchange offer and consent solicitation to holders of its other preferred stock for newly issued subordinated debt and preferred stock. NBC Universal will continue to hold a minority interest following the restructuring.

ION is a West Palm Beach, Fla., network television broadcast company.


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