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EX-99.2 - NEWPORT/LITTLE ROCK UNAUDITED PRO FORMA COMBINED FINANCIAL DATA - MISSION BROADCASTING INCmission99_2exhibit.htm
EX-99.1 - NEWPORT/LITTLE ROCK COMBINED FINANCIAL STATEMENTS YTD 09/30/12 - MISSION BROADCASTING INCmission99_1exhibit.htm
EX-99.3 - NEWPORT/LITTLE ROCK COMBINED FINANCIAL STATEMENTS 2011 - MISSION BROADCASTING INCmission99_3exhibit.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
FORM 8-K/A
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of report: (Date of earliest event reported): January 3, 2013
 
 
Mission Broadcasting, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
 
 
Delaware
(State or other jurisdiction of incorporation)
333-62916-02
(Commission File Number)
51-0388022
(IRS Employer Identification No.)
 
 
30400 Detroit Road, Suite 304
Westlake, Ohio  44145
(Address of Principal Executive Offices, including  Zip Code)
 
 
(440) 526-2227
(Registrant’s Telephone Number, Including Area Code)
 
 
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
____________________________________
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
 
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 

 

Item 2.01.  Completion of Acquisition or Disposition of Assets.

On January 3, 2013, Mission Broadcasting, Inc. (the “Company”) completed its acquisition of two television stations in Little Rock, Arkansas market from entities controlled by privately-held Newport Television, LLC (“Newport”) for $60.0 million in cash. The Company is amending this filing in order to correct the report of the Independent Certified Public Accountants contained in Exhibit 99.3, which inadvertently excluded the signature of Grant Thornton LLP.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the federal securities laws and is intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. “Forward-looking statements” generally can be identified by the use of the forward-looking terminology such as “assumptions,” “target,” “guidance,” “outlook,” “plans,” “projection,” “may,” “will,” “would,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “potential,” “continue,” (or the negative of other derivatives of each of these terms) or similar terminology. The “forward-looking statements” include, without limitation, statements regarding our acquisition of the Newport Assets. These statements are based on management’s estimates and assumptions with respect to future events, which include uncertainty as to our ability to consummate the offering of the notes, failure to realize the anticipated benefits of the acquisition of the Newport Assets, including as a result of a delay in completing the acquisition of the Newport Assets or a delay or difficulty in integrating the Newport Assets, the expected amount and timing of cost savings and operating synergies, current capital and debt market conditions and the Company’s ability to obtain new debt financing on acceptable terms, which estimates are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results could differ materially from those projected as a result of certain factors. A discussion of factors that could cause actual results to vary is included in the Company’s Annual Report on Form 10-K, as amended, and other periodic reports filed with the Securities and Exchange Commission.

 
 

 

Item 9.01.  Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The Combined Financial Statements of Newport stations in Little Rock, AR (the “Newport Acquisition”) for the nine months ended September 30, 2012 and 2011 and for the three years ended December 31, 2011 are provided in this Current Report on Form 8-K in connection with the acquisition by the Company of the Newport Assets (the “Newport Assets”). Copies of the respective Combined Financial Statements are filed and attached hereto as Exhibits 99.1 and 99.3 and incorporated herein by reference.

(b) Pro Forma Financial Information

Additionally, unaudited pro forma combined financial information as of September 30, 2012, for the nine months ended September 30, 2012 and for the year ended December 31, 2011 is provided in this Current Form 8-K. The unaudited pro forma combined financial information is derived from the historical financial statements of the Company and the Newport Assets, adjusted to give effect to the Newport Acquisition and certain related financing transactions. The pro forma adjustments are preliminary and have been made solely for informational purposes. As a result, the pro forma combined information is not intended to represent and does not purport to be indicative of what the combined company’s financial condition or results of operations would have been had the acquisition or the related financing transactions occurred at an earlier date. In addition, the pro forma combined financial information does not purport to project the future financial condition and results of operations of the combined company. The actual results of the combined company may differ significantly from those reflected in the pro forma combined financial information. The unaudited pro forma combined financial information is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

(d) Exhibits

Exhibit No.
Description
99.1
Combined Financial Statements of Newport Television LLC Stations in Little Rock, AR for the Nine Months Ended September 30, 2012 and 2011.
99.2
Unaudited Pro Forma Combined Financial Information as of September 30, 2012, for the nine months ended September 30, 2012 and the year ended December 31, 2011.
99.3
Combined Financial Statements of Newport Television LLC Stations in Little Rock, AR for the Three Years Ended December 31, 2012 and 2011.
   


 
 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
     MISSION BROADCASTING, INC.
     
 Date: October 24, 2013  By:  /s/ Dennis Thatcher   
   Name:  Dennis Thatcher
   Title:  President and Treasurer
 

 
 

 

EXHIBIT INDEX
 

Exhibit No.
Description
99.1
Combined Financial Statements of Newport Television LLC Stations in Little Rock, AR for the Nine Months Ended September 30, 2012 and 2011.
99.2
Unaudited Pro Forma Combined Financial Information as of September 30, 2012, for the nine months ended September 30, 2012 and the year ended December 31, 2011.
99.3
Combined Financial Statements of Newport Television LLC Stations in Little Rock, AR for the Three Years Ended December 31, 2012 and 2011.