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LIN TV Corp. Executes First Of Two Transactions To Resolve NBC JV Overhangs

Stocks in this article: TVL

If the LLC Conversion closes at a stock price of less than or equal to approximately $10.75 per share, we expect to be able to preserve approximately $119 million of NOLs and we project that LIN Media LLC would first become a full cash tax payer (based on taxable income generated from operations) by the end of 2015. If our stock price exceeds approximately $12.20 per share at closing, we project that LIN Media LLC will first become a full cash tax payer (based on taxable income generated from operations) before the end of 2013.

Stockholder Implications

From the perspective of our stockholders, the LLC Conversion will be a taxable event. We expect that stockholders will recognize a gain or possibly a loss at the closing date of the LLC Conversion as if they sold their LIN shares at the stock price used to effectuate the transaction. In the registration statement and proxy materials that we will file in connection with the LLC Conversion, we will urge each of our stockholders to consult their tax advisor regarding the tax consequences that the merger will have on them. We believe that these consequences may cause some of our stockholders to sell a portion of their LIN shares to cover their expected income tax liability.

Subsequent to the closing of the LLC Conversion, LIN Media LLC will be treated as a partnership for purposes of federal and state income taxes and, as a result, it will provide its shareholders with an annual Schedule K-1 (IRS Form 1065). As LIN Media LLC, like LIN, will merely be a holding company with the stock of LIN Television Corporation as its only asset, this Schedule K-1 will reflect no activity unless LIN Television Corporation makes a distribution to or has other activity with LIN Media LLC.

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