ION Media Networks, Inc. Reaches Agreement with Holders of the Majority of Its First Lien Debt on Full Debt-to-Equity Conversion and $150 Million of Growth Funding

Company Initiates Voluntary Chapter 11 Process to Implement Pre-Negotiated Restructuring

Operations and Strategy to Continue Without Interruption

ION Media Networks, Inc. (“ION”), owner and operator of the ION Television network, today announced that it has reached an accord with a group of holders of over 60% of its first lien senior secured debt on the terms of a pre-negotiated financial restructuring that would extinguish all of its indebtedness through a debt-to-equity conversion.

The financial restructuring contemplates extinguishing over $2.7 billion in legacy indebtedness and preferred stock and capitalizing the company with a $150 million new funding commitment underwritten by a group of first lien holders. Participation in the new funding commitment, which is part of a $300 million facility that converts into equity upon completion of the restructuring, will be made available to all holders of ION’s first lien senior secured debt.

To implement the terms of the pre-negotiated restructuring on an expeditious basis, ION filed voluntary Chapter 11 petitions in United States Bankruptcy Court for the Southern District of New York.

“We are pleased with the support from our first lien senior debt holders to resolve the company’s legacy debt issues and fund our television growth plans. We look forward to working with all senior debt holders and other stakeholders to facilitate a complete and expeditious restructuring,” said Brandon Burgess, ION’s Chairman and CEO. “We are positioning the business for growth and will emerge from the restructuring in a strong position to serve viewers, clients, and stakeholders.”

ION’s business model is focused on capturing growth through improved programming and distribution. Ratings for ION Television showed double digit increases in the first quarter, driven by new programming additions, including NCIS, Boston Legal, and popular motion pictures. Additional syndicated shows, such as Criminal Minds and Ghost Whisperer, will join the network line-up in the second half of the year, along with several original show premieres, including the crime drama Durham County, starring Hugh Dillon. The company also continues to enhance its strong nationwide distribution, as seen in recent expanded carriage deals with DirecTV and Dish Network.

ION will continue its operations in the normal course through the financial restructuring process and provide uninterrupted service to its viewers and clients. In light of the pre-negotiated restructuring supported by holders representing a majority of its outstanding first lien debt outstanding, the company expects that it will complete the process on an accelerated basis.

Moelis & Company LLC is serving as financial advisor to ION and Kirkland & Ellis LLP is serving as legal counsel for the restructuring.

About ION Media Networks

ION Media Networks, Inc. owns and operates the nation’s largest broadcast television station group and ION Television, which reaches over 96 million U.S. television households via its nationwide broadcast television, cable and satellite distribution systems, and features popular TV series and movies from the award-winning libraries of RHI Entertainment, CBS Television, NBC Universal, Sony Pictures Television, Twentieth Television and Warner Bros., among others. Using its digital multicasting capability, the Company has launched several digital TV brands, including qubo, a channel for children focusing on literacy and values, and ION Life, a channel dedicated to active living and personal growth. It also has launched Open Mobile Ventures Corporation, a business unit focused on the research and development of portable, mobile and out-of-home transmission technology using over-the-air digital television spectrum. For more information, visit www.ionmedia.com.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to the safe harbor provisions created by that Act. In addition, forward-looking statements may be made orally in the future by or on behalf of ION. Forward-looking statements can be identified by the use of terms such as “expects”, “should”, “may”, “believes”, “anticipates”, “will”, and other future tense and forward-looking terminology. There can be no assurance as to the actual results of the undertakings described herein. These forward-looking statements are made only as of the date of this announcement, and ION undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
Contacts

For ION Media Networks, Inc.
Abernathy MacGregor
Adam Miller, 212-371-5999
alm {at} abmac(.)com
or
Lex Suvanto, 212-371-5999
lex {at} abmac(.)com