As filed with the Securities and Exchange Commission on December 19, 2014
Registration No. 333-190234
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LIN Media LLC |
| LIN Television Corporation |
|
|
|
Delaware |
| Delaware |
(State or other jurisdiction of incorporation or |
| (State or other jurisdiction of incorporation or |
|
|
|
90-0935925 |
| 13-3581627 |
(I.R.S. Employer Identification Number) |
| (I.R.S. Employer Identification Number) |
701 Brazos Street, Suite 800
Austin, Texas 78701
(512) 774-6110
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Glenn West |
Approximate date of commencement of proposed sale to the public: Not applicable
This post-effective amendment deregisters those securities that remain unsold.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x |
| Accelerated filer o |
Non-accelerated filer o |
| Smaller reporting company o |
(Do not check if a smaller reporting company) |
|
|
TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS*
Exact Name of Co-Registrant |
| State or Other |
| Primary |
| I.R.S. Employer |
|
Indiana Broadcasting, LLC |
| Delaware |
| 4833 |
| 05-0496718 |
|
KXAN LLC |
| Delaware |
| 4833 |
| 13-2670260 |
|
KXTX Holdings LLC |
| Delaware |
| 4833 |
| 05-0481599 |
|
LIN Digital LLC |
| Delaware |
| 4833 |
| 32-0416169 |
|
LIN Digital Media LLC |
| Delaware |
| 4833 |
| 80-0943183 |
|
LIN License Company, LLC |
| Delaware |
| 4833 |
| 05-0615511 |
|
LIN Mobile, LLC |
| Delaware |
| 4833 |
| 46-1360248 |
|
LIN of Alabama, LLC |
| Delaware |
| 4833 |
| 20-3347776 |
|
LIN of Colorado, LLC |
| Delaware |
| 4833 |
| 20-3347854 |
|
LIN of New Mexico, LLC |
| Delaware |
| 4833 |
| 20-3347886 |
|
LIN of Wisconsin, LLC |
| Delaware |
| 4833 |
| 20-3347936 |
|
LIN Television of Texas, Inc. |
| Delaware |
| 4833 |
| 05-0481602 |
|
LIN Television of Texas, L.P. |
| Delaware |
| 4833 |
| 05-0481606 |
|
North Texas Broadcasting LLC |
| Delaware |
| 4833 |
| 13-2740621 |
|
Primeland LLC |
| Delaware |
| 4833 |
| 37-1023233 |
|
TVL Broadcasting LLC |
| Delaware |
| 4833 |
| 75-2676358 |
|
TVL Broadcasting of Rhode Island, LLC |
| Delaware |
| 4833 |
| 52-2368799 |
|
WAVY Broadcasting, LLC |
| Delaware |
| 4833 |
| 05-0496719 |
|
WDTN Broadcasting, LLC |
| Delaware |
| 4833 |
| 52-2368795 |
|
WIVB Broadcasting, LLC |
| Delaware |
| 4833 |
| 05-0496720 |
|
WOOD License Co., LLC |
| Delaware |
| 4833 |
| 05-0496721 |
|
WOOD Television LLC |
| Delaware |
| 4833 |
| 06-1506282 |
|
WTNH Broadcasting LLC |
| Delaware |
| 4833 |
| 05-0481600 |
|
WUPW Broadcasting, LLC |
| Delaware |
| 4833 |
| 52-2368784 |
|
WWLP Broadcasting, LLC |
| Delaware |
| 4833 |
| 52-7115298 |
|
* Addresses, telephone numbers, agent for service and principal executive offices of the registrant guarantors are the same as those of LIN Media LLC and LIN Television Corporation.
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-190234) (the “Registration Statement”) of LIN Media LLC, a Delaware limited liability company (“LIN Media”), LIN Television Corporation (“LIN Television”) and the subsidiary guarantor registrants listed on the Table of Subsidiary Guarantor Registrants (the “Subsidiary Guarantor Registrants,” and together with LIN Media and LIN Television, the “Registrants”), filed by the Registrants with the Securities and Exchange Commission on July 30, 2013, and amended on August 23, 2013, hereby amends the Registration Statement to deregister any securities registered pursuant to the Registration Statement and remaining unsold.
On March 21, 2014, LIN Media, Media General, Inc., a Virginia corporation (“Media General”), Mercury New Holdco, Inc., a Virginia corporation (“New Holdco”), Mercury Merger Sub 1, Inc., a Virginia corporation and a direct, wholly owned subsidiary of New Holdco (“Merger Sub 1”), and Mercury Merger Sub 2, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of New Holdco (“Merger Sub 2”), entered into an Agreement and Plan of Merger (as amended on August 20, 2014, the “Merger Agreement”). Pursuant to the Merger Agreement and upon the terms and subject to the conditions thereof, Merger Sub 1 merged with and into Media General (the “Media General Merger”), with Media General surviving the Media General Merger as a wholly owned subsidiary of New Holdco, and immediately following the consummation of the Media General Merger, Merger Sub 2 merged with and into LIN Media (the “LIN Merger” and together with the Media General Merger, the “Mergers”), with LIN Media surviving the LIN Merger as a wholly owned subsidiary of New Holdco. The Mergers became effective on December 19, 2014. Following the completion of the Mergers, LIN Media will merger with and into New Holdco, with New Holdco surviving such merger.
In connection with the closing of the Mergers, the offerings pursuant to the Registration Statement have been terminated. In accordance with undertakings made by the Registrants in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities which remain unsold at the termination of the offerings, the Registrants hereby remove from registration the securities registered but not sold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this post-effective amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 19, 2014.
|
| LIN MEDIA LLC |
|
| LIN TELEVISION CORPORATION |
|
| LIN TELEVISION OF TEXAS, INC. |
|
| KXTX HOLDINGS LLC |
|
| KXAN LLC |
|
| LIN DIGITAL LLC |
|
| LIN DIGITAL MEDIA LLC |
|
| NORTH TEXAS BROADCASTING LLC |
|
| PRIMELAND LLC |
|
| TVL BROADCASTING LLC |
|
| WOOD TELEVISION LLC |
|
| WTNH BROADCASTING LLC |
|
| |
| By: | /s/ Vincent L. Sadusky |
|
| Name: Vincent L. Sadusky |
|
| Title: President and Chief Executive Officer |
No other person is required to sign this post-effective amendment to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this post-effective amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 19, 2014.
|
| LIN MOBILE, LLC |
|
|
|
| By: | /s/ Vincent L. Sadusky |
|
| Name: Vincent L. Sadusky |
|
| Title: President |
No other person is required to sign this post-effective amendment to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrants have duly caused this post-effective amendment to the Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 19, 2014.
|
| INDIANA BROADCASTING, LLC |
|
| LIN LICENSE COMPANY, LLC |
|
| LIN OF ALABAMA, LLC |
|
| LIN OF COLORADO, LLC |
|
| LIN OF NEW MEXICO, LLC |
|
| LIN OF WISCONSIN, LLC |
|
| WAVY BROADCASTING, LLC |
|
| WIVB BROADCASTING, LLC |
|
| WOOD LICENSE CO., LLC |
|
| WWLP BROADCASTING, LLC |
|
|
|
| By: LIN Television Corporation, its Managing Member | |
|
| |
| By: | /s/ Vincent L. Sadusky |
|
| Name: Vincent L. Sadusky |
|
| Title: President and Chief Executive Officer |
No other person is required to sign this post-effective amendment to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this post-effective amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 19, 2014.
|
| LIN TELEVISION OF TEXAS, L.P. |
|
|
|
| By: LIN Television of Texas, Inc., its General Partner | |
|
| |
| By: | /s/ Vincent L. Sadusky |
|
| Name: Vincent L. Sadusky |
|
| Title: President and Chief Executive Officer |
No other person is required to sign this post-effective amendment to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrants have duly caused this post-effective amendment to the Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 19, 2014.
|
| TVL BROADCASTING OF RHODE ISLAND, LLC |
|
| WDTN BROADCASTING, LLC |
|
| WUPW BROADCASTING, LLC |
|
|
|
| By: TVL Broadcasting LLC, its Managing Member | |
|
| |
| By: | /s/ Vincent L. Sadusky |
|
| Name: Vincent L. Sadusky |
|
| Title: President and Chief Executive Officer |
No other person is required to sign this post-effective amendment to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.