Exhibit 99.2
(1) On May 2, 2008, affiliates of the reporting persons, Citadel Kensington
Global Strategies Fund Ltd. ("CKGSF") and Citadel Wellington LLC ("CW"),
settled under the terms of a total return swap agreement (the "Swap
Agreement"), made effective as of March 14, 2008, with respect to a basket
of securities (the "Basket") of ION Media Networks, Inc. (the "Issuer").
The Basket comprises the aggregate value of the following securities of the
Issuer held by CIG Media LLC ("CIG Media") as of March 10, 2008: (i)
$71,579,028 aggregate liquidation preference of Series A Convertible
Subordinated Debt (convertible into 79,532,253 shares of Class D Common
Stock); (ii) $123,060,051 aggregate liquidation preference of Series B
Convertible Subordinated Debt (convertible into 164,080,068 shares of Class
A Common Stock); (iii) $4,824,402 aggregate liquidation preference of
Series B Convertible Preferred Stock (convertible into 5,360,447 shares of
Class D Common Stock); (iv) $87,524,638 aggregate liquidation preference of
Series C Convertible Preferred Stock (convertible into 116,699,517 shares
of Class A Common Stock); (v) $200,000,000 aggregate liquidation preference
of Series E-2 Convertible Preferred Stock (convertible into 224,719,101
shares of Class A Common Stock); (vi) 60,220,578 shares of Class A Common
Stock; (vii) 8,311,639 shares of Class B Common Stock and (viii) warrants
to purchase 100,000,000 shares of Class A Common Stock, net of the
aggregate value of the 15,455,062 shares of Class A Common Stock and
8,311,639 shares of Class B Common Stock under an option granted by CIG
Media LLC to NBC Palm Beach Investment I, Inc.
(2) Pursuant to the Swap Agreement, with respect to each calculation period as
specified in the Swap Agreement, (i) if 100% of the total return related to
the Basket in respect of each applicable calculation period (assuming for
these purposes the Basket was beneficially owned by CIG Media) (the "Basket
Return Amount") results in a gain to CW, CW will pay CKGSF, on the date
specified in the Swap Agreement, an amount, with respect to each applicable
calculation period, equal to 58.959% of the Basket Return Amount (the
"Total Return Amount") and, (ii) if the Basket Return Amount results in a
loss to CW, CKGSF will pay CW, on the date specified in the Swap Agreement,
an amount, with respect to each applicable calculation period, equal to the
absolute value of the Total Return Amount. The Swap Agreement terminates on
March 14, 2010, unless terminated earlier on a date agreed upon by CKGSF
and CW. In addition, under the Swap Agreement, CKGSF has agreed to pay CW,
on the date specified in the Swap Agreement, interest on a notional amount,
with respect to each applicable calculation period, equal to 58.959% of the
value of the Basket (assuming for these purposes the Basket was
beneficially owned by CIG Media) as of the first day of each applicable
calculation period as determined by Citadel Limited Partnership, the
calculation agent under the Swap Agreement, upon the terms set forth in the
Swap Agreement.
(3) The reporting persons to whom the information set forth on this Form 4
relates are Citadel Limited Partnership, Xxxxxxx Xxxxxxx, Citadel
Investment Group, L.L.C. ("CIG") and CIG Media. Xxxxxxx Xxxxxxx is the
president and chief executive officer of CIG and owns a controlling
interest in CIG. CIG is an affiliate of CIG Media, CKGSF and CW. However,
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.
