LIN TV Corp. (“LIN”; NYSE: TVL), a local multimedia company, announced today that it has entered into and closed a transaction agreement with Comcast Corporation (“Comcast”), affiliates of NBCUniversal Media, LLC (“NBC”), General Electric Company (“GE”) and General Electric Capital Corporation (“GECC”) pursuant to which a wholly-owned subsidiary of LIN exited its joint venture with NBC and LIN was released from its guaranty of the $815.5 million note payable by this joint venture to GECC (the “Note”). In exchange, a wholly-owned subsidiary of LIN made a $100 million capital contribution to the joint venture (which was used to pay down the Note to $715.5 million), NBC purchased the Note from GECC for $602 million and GECC canceled the remaining Note balance of $113.5 million (the “Comcast / GE Transaction”).
As a result of the Comcast / GE Transaction, LIN will recognize a taxable gain of $715.5 million. We estimate that approximately $142 million of this gain will be characterized as ordinary income and the remaining gain of $573 million as capital gains. LIN intends to use its federal net operating loss carryforwards (“NOLs”) (as of December 31, 2012, we have approximately $269 million of federal NOLs) to shelter the ordinary income. In order to offset, in whole or in part, the tax liability related to such capital gains, concurrently with the closing of the Comcast / GE Transaction, LIN entered into an agreement and plan of merger with a newly formed, wholly-owned limited liability company subsidiary (“LIN Media LLC”). Subject to LIN stockholder approval and pursuant to the merger agreement, LIN will be merged with and into LIN Media LLC with LIN Media LLC continuing as the surviving entity (the “LLC Conversion”).
The LLC Conversion will have the effect of converting LIN’s form of organization from a corporation to a limited liability company structure with such conversion treated as a tax liquidation of LIN for federal and state income tax purposes. The LLC Conversion is expected to allow LIN to realize a built-in-capital-loss between its tax basis in the stock of its subsidiary, LIN Television Corporation, and the fair market value of this stock at the closing date of this transaction and use such capital loss to offset, in whole or in part, the capital gains recognized in the Comcast / GE Transaction.
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