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| TVL > SEC Filings for TVL > Form 8-K on 6-Oct-2009 | All Recent SEC Filings |
6-Oct-2009
Unregistered Sale of Equity Securities, Regulation FD Disclosure, Financial Statement
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.
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.
(d) Exhibits.
99.1 Press Release, dated October 6, 2009 announcing the closing of the transaction.
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