Exhibit 99.2
(1) On November 7, 2005, Xxxxxx X. Xxxxxx, Second Xxxxxxx Xxxxxxx Limited
Partnership and Xxxxxx Enterprises, Inc. (collectively, the "Xxxxxx
Stockholders") and NBC Palm Beach Investment II, Inc. ("NBC Palm Beach II")
entered into a Call Agreement (the "Call Agreement"). Pursuant to the Call
Agreement, the Xxxxxx Stockholders granted NBC Palm Beach II (or its
permitted transferee) the right to purchase (the "Call Right") 15,455,062
shares of Class A Common Stock and 8,311,639 shares of Class B Common Stock
(the "Call Shares"). Pursuant to the Master Transaction Agreement among ION
Media Networks, Inc. ("ION"), NBC Universal, Inc. ("NBCU"), NBC Palm Beach
Investment I, Inc., NBC Palm Beach II and CIG Media, L.L.C. ("CIG Media"),
dated as of May 3, 2007 (the "Master Transaction Agreement"), NBC Palm
Beach II transferred the Call Agreement to CIG Media on May 4, 2007. The
Master Transaction Agreement required CIG Media to exercise the Call Right
concurrently with the assignment of the Call Agreement, which was done on
May 4, 2007. However, pursuant to the Call Agreement, the obligation of the
Xxxxxx Stockholders to deliver the Call Shares to CIG Media was conditioned
on certain material conditions, including Federal Communications Commission
(the "FCC") approval, which approval shall have become a final order, of
the purchase of the Call Shares by CIG Media and other conditions contained
in the Call Agreement. On December 31, 2007, the FCC released an order
approving the transfer of control of ION from Xxxxxx X. Xxxxxx and Xxxxxx
Management Corporation to CIG Media. However, the FCC order is not a final
order and is subject to reconsideration or judicial review. If neither
reconsideration nor judicial review is initiated, the FCC order will become
a final order 40 days from the date it became effective. Under the Call
Agreement, the requirement of a final order from the FCC may be waived, and
CIG Media, by closing on the purchase of the Call Shares, has waived that
condition. This Form 4 is being filed by the reporting persons to report
the acquisition and subsequent exercise of the Call Right as well as the
acquisition of shares of Class A Common Stock and Class B Common Stock,
which were acquired in connection with the closing of the Call Right on
January 8, 2008.
(2) The reporting persons to whom the information set forth on this Form 4
relates are Citadel Limited Partnership, Xxxxxxx Xxxxxxx ("Xx. Xxxxxxx"),
Citadel Investment Group, L.L.C. ("CIG"), and CIG Media. Xx. Xxxxxxx is the
president and chief executive officer of CIG and owns a controlling
interest in CIG. CIG is an affiliate of CIG Media. The reporting persons
and NBCU and affiliates of NBCU may be deemed to be a group for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended. However,
neither the filing of this Form 4 nor any of its contents will be deemed to
constitute an admission that any of the reporting persons is a member of a
group for purposes of Section 13(d) with NBCU or any of its affiliates, or
for any other purpose, and any such group is expressly disclaimed. In
addition, each of the reporting persons disclaims beneficial ownership of
the securities of the Issuer reported herein except to the extent of his or
its pecuniary interest therein.
(3) The acquisition of the Call Right was made in connection with a series of
transactions contemplated by the Master Transaction Agreement.
