NBCUniversal Media, LLC – ‘SC 13D/A’ on 2/23/07 re: Ion Media Networks Inc. – EX-23

On:  Friday, 2/23/07, at 9:37am ET   ·   Accession #:  947871-7-360   ·   File #:  5-44331

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           5     22K 
                          Ownership                                              
 2: EX-22       Call Right Transfer Agreement                         13     49K 
 3: EX-23       Consent of Experts or Counsel                          3     14K 

EX-23   —   Consent of Experts or Counsel

EX-23
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February 22, 2007                                                               

The Board of Directors                                                          
ION Media Networks, Inc.                                                        
601 Clearwater Park Road                                                        
West Palm Beach, Florida 33401                                                  

Ladies and Gentlemen:                                                           

Citadel Limited Partnership ("CLP") and NBC Universal, Inc. and its 
wholly-owned subsidiary, NBC Palm Beach Investment II, Inc. (together, "NBCU"), 
are pleased that the Board of Directors (the "Board") of ION Media Networks,    
Inc. (the "Company") approved CIG Media LLC ("CIG Media"), as a permitted       
transferee of NBCU, for purposes of Section 3.10 of the Amended and Restated    
Stockholder Agreement, dated November 7, 2005, by and among the Company, NBCU,  
and Lowell W. Paxson and certain affiliates of Lowell W. Paxson (collectively,  
the "Call Stockholders"). We appreciate your valuable time and efforts in       
approving CIG Media as the permitted transferee.                                

    CLP and NBCU wish to emphasize that we and our advisors are committed to
continue working with the Company to consummate the Proposed Transaction (as    
defined below) in an expeditious manner. We are comfortable in our belief that  
the Board will come to view the Proposed Transaction as the best path forward   
for the Company and its various stakeholders.                                   

   We are pleased to advise the Board that NBCU and CIG Media have entered
into a Call Right Transfer Agreement (the "Call Right Transfer Agreement"),     
pursuant to which, among other matters, NBCU agreed to assign to CIG Media, and 
CIG Media agreed to assume, all of the rights and obligations of NBCU under the 
Call Agreement (the "Call Agreement"), dated November 7, 2005, by and among the 
Call Stockholders and NBC Palm Beach Investment II, Inc. As set forth in the    
Call Right Transfer Agreement, the effectiveness of the transfer and            
assignment of the Call Right to CIG Media is subject to the satisfaction or     
waiver of various conditions precedent, including the approval by the Board of  
the Proposed Transaction. Accordingly, CIG Media does not have any obligations  
under the Call Agreement until such time, if any, when the transfer and         
assignment of the Call Right occurs. A copy of the executed Call Right Transfer 
Agreement is enclosed with this letter.                                         

 Now that NBCU and CIG Media have entered into the Call Right Transfer
Agreement, an application with the FCC requesting, among other things, that the 
FCC consent to the transfer of the shares of common stock of the Company        
beneficially owned by the Call Stockholders to CIG Media can be filed. In order 
to expedite the consummation of the Proposed Transaction and the delivery of the
benefits to the Company's various stakeholders, CIG Media and its advisers will 
promptly complete all materials necessary to file such FCC application and would
like to file such application as soon as practicable with the assistance of the 
Company's affiliates and their respective advisors. The filing of an FCC        
application in connection with the Proposed Transaction does not in any way     
prejudice the right of Board to subsequently approve or disapprove the Proposed 
Transaction.                                                                    

EX-23
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    Based on discussions held between January 23, 2007 and February 20, 2007
with you and your advisors, we are hereby modifying our January 17, 2007        
proposal regarding a potential restructuring of the Company's ownership and     
capital structure (the "Proposed Transaction") and the non-binding term sheet   
(the "Term Sheet") enclosed therewith to further enhance the benefits of the    
Proposed Transaction to the Company and its various stakeholders. The following 
is a summary of the changes to the Term Sheet and the Proposed Transaction      
(capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Term Sheet) proposed by CLP and NBCU:             

    o    The Company is no longer required to conduct the Company Tender Offer
    for shares of Class A Common Stock and CIG Media will retain any
  shares of Class A Common Stock acquired in the tender offer it
conducts as set forth in the Term Sheet.                    

o    The Company is no longer required to seek consent from its senior
   lenders with respect to an amendment to increase the Restricted
        Payment basket from $50,000,000 to $70,000,000. However, the Company
        will be required to obtain confirmation from its senior lenders that
    their "change of control" put right will not be triggered by the
Proposed Transaction.                                       

     o    CIG Media would participate in the Exchange Offer and exchange all CLP
         14-1/4% Preferred and CLP 9-3/4% Preferred for an aggregate principal
       amount of $66.8 million of Subordinated Debt in the Exchange Offer.

 o    NBC Palm Beach Investment I, Inc. ("Palm Beach I"), a wholly-owned
      subsidiary of NBCU, will exchange with the Company $210,000,000 in
    face amount of Series B Preferred Stock for $210,000,000 in face
         amount of Series D Non-Convertible Preferred and will transfer to CIG
Media all of such Series D Non-Convertible Preferred.       

     o    CIG Media will exchange with the Company $98,000,000 in face amount of
        Series D Non-Convertible Preferred for $98,000,000 in face amount of
     Series A Convertible Preferred and $112,000,000 in face amount of
         Series D Non-Convertible Preferred for $200,000,000 in face amount of
        Series C-2 Convertible Preferred. The conversion price of each share
       of Series C-2 Convertible Preferred will be approximately $0.89 per
share of Class A Common Stock.                              

     o    Palm Beach I will exchange with the Company $21,070,000 in face amount
        of Series B Preferred Stock for $31,070,000 in face amount of Series
    C-1 Convertible Preferred. The conversion price of each share of
       Series C-1 Convertible Preferred will be $0.75 per share of Class A
Common Stock.                                               

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EX-23
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      We and our advisors stand ready to meet with you, the Company's management
and your respective advisors at any time and discuss with you or them any issue 
with respect to the Proposed Transaction, the Term Sheet and this letter. In the
meantime, we and our respective advisors will commence to work on definitive    
documentation with respect to the Proposed Transaction and look forward to      
discussing such documentation with you and your advisors at the appropriate     
time.                                                                           

  This letter is not intended to be, nor shall it be, a binding contract
between us, but is intended only as a formal indication of our proposal as of   
this date, and the parties will be jointly bound only in accordance with the    
terms and conditions to be negotiated and contained in mutually executed        
definitive documentation.                                                       

Very truly yours,                                                   

CITADEL LIMITED PARTNERSHIP                  NBC UNIVERSAL, INC.                
By: Citadel Investment Group, LLC,                                              
its General Partner                                                     

By: /s/ Matthew Hinerfeld                    By: /s/ Bruce Campbell             
---------------------------------            -----------------------------
Name:  Matthew Hinerfeld                     Name:  Bruce Campbell        
   Title: Managing Director and                 Title: Executive Vice President,
     Deputy General Counsel                       Business Development

3 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		2/23/07							8-K,  SC 13D/A
		2/22/07		1					8-K
		2/20/07		2					8-K
		1/23/07		2					4
		1/17/07		2					3,  8-K
		11/7/05		1					3,  4,  8-K
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