UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  October 4, 2012

LIN TV Corp.

(Exact Name of Registrant as Specified in Charter)

LIN Television Corporation

(Exact Name of Registrant as Specified in Charter)

One West Exchange Street, Suite 5A, Providence, Rhode Island 02903

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code:  (401) 454-2880

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 Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On October 4, 2012, LIN TV Corp. (“LIN TV”) issued a press release entitled “LIN TV Announces $290 Million Senior Notes Offering by LIN Television Corporation.”  A copy of this press release has been furnished with this Current Report on Form 8-K as Exhibit 99.1.  LIN TV Corp. is furnishing the other information in this Form 8-K together with such press release.

The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” under the Securities Exchange Act of 1934 (the “Exchange Act”) nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act except as expressly set forth by specific reference in such a filing.

Offering of Senior Notes

Unless otherwise indicated or the context otherwise requires, the terms “LIN Television,” the “Company,” “we,” “us” or “our” refer to LIN Television Corporation and its consolidated subsidiaries and include after giving effect to the acquisition (the “Acquisition”), the assets of 13 network-affiliates (the “Acquired Stations”) from NVT Networks, LLC, NVT License Company, LLC and their respective subsidiaries (collectively, “New Vision Television” or “NVT”), but other than as specifically referred to or as described and reflected in certain consolidated financial data included in this Form 8-K, not giving effect to our agreement to provide certain services to five separately owned network-affiliates (together with the Acquired Stations, the “Acquired or Serviced Stations”) currently serviced by NVT pursuant to sharing arrangements with Vaughan Acquisition LLC (“Vaughan”), a third-party licensee, upon the closing of the Acquisition (the “Vaughan Transaction”), and, unless the context indicates otherwise, do not refer to our parent company, LIN TV.

On October 4, 2012, LIN Television intends to commence a private offering to eligible purchasers, subject to market conditions and other factors, of $290 million principal amount Senior Notes due 2021 (the “notes”).  The net proceeds from the sale of the notes and cash on hand and/or revolving borrowings under our senior secured credit facility will be used to finance the Acquisition and to pay related fees and expenses.

Market and industry data and forecasts used in this Form 8-K are estimates and have been obtained from a combination of our own internal company surveys, independent industry publications and reports by professional organizations, including Nielsen Media Research, Inc. (“Nielsen”), comScore, Inc. (“comScore”) and SNL Kagan, a division of SNL Financial LC (“SNL Kagan”). Although we believe these third-party sources and the related estimates to be reliable, we have not independently verified the data obtained from these sources and these sources have neither reviewed nor approved the data included in this Form 8-K. Accordingly, we cannot assure you of the accuracy or completeness of the data.

The notes have not been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States except with an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

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Set forth below is certain information regarding the Acquisition and other related transactions disclosed in connection with the offering:

On May 4, 2012, we entered into a definitive agreement, as amended (the “Purchase Agreement”) to acquire certain broadcast and other related assets for 13 network-affiliates (including 10 that are affiliated with ABC, CBS, FOX or NBC (the “Big 4”)) owned by NVT in eight U.S. markets for $334.9 million, subject to post-closing adjustments, and the assumption of approximately $12.2 million of finance lease obligations. Pursuant to the terms of the acquisition agreement, we made a $33.5 million deposit into an escrow account using cash on hand, funded in part by $29.5 million of proceeds from the recent sales of WUPW-TV (our standalone FOX affiliate in Toledo, OH) and WWHO-TV (our standalone CW affiliate in Columbus, OH). This deposit will be applied to the payment of the purchase price at closing. We intend to fund the remaining purchase price of $301.4 million due at closing with the net proceeds of the offering of the notes, together with cash on hand and/or from revolving borrowings under our senior secured credit facility.

We also agreed to provide certain services to five separately owned network-affiliates (the “Vaughan Acquired Stations”) which include three that are affiliated with ABC or FOX. The Vaughan Acquired Stations are currently owned by PBC Broadcasting, LLC (“PBC”) and operated by PBC with certain services from NVT. The Acquisition and the Vaughan Transaction are conditioned upon the consummation of the other. Under the services arrangements with Vaughan, we will provide sales, administrative and technical services, supporting the business and operation of the Vaughan Acquired Stations in exchange for commissions and fees that will provide us the benefit of certain returns from the business of the Vaughan Acquired Stations. In addition, we may, at our option (subject to regulatory approval) purchase assets of Vaughan relating to the Vaughan Acquired Stations in accordance with the terms of the option agreements among us, Vaughan and the licensees of the applicable Vaughan Acquired Stations. We expect that Vaughan will be considered a variable interest entity (a “VIE”), of which we are the primary beneficiary, and that we will consolidate the assets, liabilities, and results of operations of Vaughan and its consolidated subsidiaries.

The foregoing transactions described above are collectively referred to herein as the “Transactions.”

Set forth below is certain information with respect to expected results of Transactions disclosed in connection with the offering:

Following the consummation of the Transactions:

·                  We will own, operate or service 50 network-affiliates in 23 U.S. markets;

·                  we will increase our market diversification, add six duopoly markets and add network-affiliates that are ranked #1 or #2 in five out of eight markets;

·                  we expect our added scale will allow us to maintain leverage in working with networks, pay-TV operators and other vendors;

·                  we will add only limited additional corporate overhead;

·                  on a pro forma basis, we would have generated $558.2 million in net revenues and $179.7 million in Adjusted EBITDA for the twelve months ended June 30, 2012; and

·                  on a pro forma basis, we expect our total leverage at year end to be about 3.5 times.

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Set forth below is certain information with respect to our expected new portfolio of stations disclosed in connection with the offering:

The following table sets forth information about the Acquired or Serviced Stations that we will own, operate or service upon the completion of the Transactions:

(1)          Designated Market Area (“DMA”) estimates and rankings are taken from Nielsen Local Universe Estimates for the 2011-2012 Broadcast Season, effective June 28, 2012.  There are 210 DMAs in the United States.

(2)          We own and operate all of our network-affiliates except for those noted (i) as “SSA” which indicates stations to which we provide technical, engineering, promotional, administrative and other operational support services under a shared services agreement and (ii) as “JSA” which indicates stations to which we provide advertising sales services under a joint sales agreement.

(3)          KOIN-TV and KSNT-TV each includes a group of low-power stations.  KHON-TV includes two satellite stations, KHAW-TV and KAII-TV.  KSNW-TV includes KSNC(TV), KSNG(TV) and KSNK(TV) as satellite stations and KSNL-LD as a translator. We own or will own, operate or service all of these satellite stations and low-power stations, which broadcast either identical programming as the primary station or programming specific to such channel.

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Set forth below is certain information with respect to our corporate structure and joint venture disclosed in connection with the offering:

The following chart provides an overview of our corporate structure, including our investment in the NBCUniversal Media, LLC joint venture. All amounts shown are as of June 30, 2012, on a pro forma basis after giving effect to the Transactions.

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Set forth below is certain information with respect to certain of our risk factors disclosed in connection with the offering:

We have a substantial amount of indebtedness, which could adversely affect our financial position and prevent us from fulfilling our obligations under the notes.

We currently have, and following the offering of the notes will continue to have, a substantial amount of indebtedness.  As of June 30, 2012, on a pro forma basis giving effect to the Transactions, we would have had total debt of approximately $922.9 million reflected on our consolidated balance sheet, consisting of $290 million of notes offered, $200 million outstanding of our 2018 Senior Notes (the “2018 Senior Notes”), $415.3 million of borrowings under our senior secured credit facility, $12.2 million of assumed finance lease obligations formerly of New Vision Television, and $5.4 million of other debt, and we would have had $40.4 million of revolving borrowing capacity remaining under our senior secured credit facility.  Subject to the limitations in our senior secured credit facility and the indentures governing our 2018 Senior Notes and the notes offered, we may also incur significant additional indebtedness in the future.  Our substantial indebtedness may:

·                  make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments on the notes and our other indebtedness;

·                  limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes;

·                  limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes;

·                  require us to use a substantial portion of our cash flow from operations to make debt service payments;

·                  limit our flexibility to plan for, or react to, changes in our business and industry;

·                  place us at a competitive disadvantage compared to our less leveraged competitors; and

·                  increase our vulnerability to the impact of adverse economic and industry conditions.

Further, our borrowings under our senior secured credit facility are, and are expected to continue to be, at variable rates of interest and expose us to interest rate risk.  If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income would decrease.

Despite our current level of indebtedness, we may still be able to incur substantial additional indebtedness in the future, which could increase the risks described above.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future.  The terms of our senior secured credit facility and the indenture governing our 2018 Senior Notes limit, and the terms of the indenture will limit, but not prohibit, us or our subsidiaries from incurring additional indebtedness.  If any such additional indebtedness is secured by our assets or the assets of the guarantors, the indebtedness evidenced by the notes would be effectively subordinated to such secured indebtedness.  See “The notes and the guarantees will be unsecured and effectively subordinated to our and the guarantors’ existing and future secured indebtedness” below.  If we incur any additional indebtedness that ranks equally with the notes and the guarantees, the holders of that indebtedness will be entitled to share ratably with the holders of the notes and the guarantees in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of us.  This may have the effect of reducing the amount of proceeds paid to holders of the notes in the event we are subject to any insolvency, bankruptcy or similar event.  If new indebtedness is added to our current debt levels, the related risks that we and our subsidiaries now face could increase.

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Upon a change of control, we may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture governing the notes, which would violate the terms of the notes.

Upon the occurrence of a change of control, holders of the notes and the 2018 Senior Notes will have the right to require us to purchase all or any part of the notes and the 2018 Senior Notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase.  While we expect refinancing of existing indebtedness would be negotiated as part of a change of control transaction, we may not have sufficient financial resources available to satisfy all of our obligations under the notes and the 2018 Senior Notes in the event of a change in control.  Further, we will be contractually restricted under the terms of our senior secured credit facility from repurchasing all of the notes tendered upon a change of control.  Accordingly, we may be unable to satisfy our obligations to purchase the notes and the 2018 Senior Notes unless we are able to refinance or obtain waivers under our senior secured credit facility.  Our failure to purchase the notes and the 2018 Senior Notes as required under the indenture would result in an event of default under the indenture, the indenture governing our 2018 Senior Notes and under our senior secured credit facility, each of which could have material adverse consequences for us and the holders of the notes.  In addition, our senior secured credit facility provides that a change of control is an event of default that permits lenders to accelerate the maturity of borrowings under the facility, and any such acceleration may result in an event of default under the indenture.

Set forth below is certain information with respect to our summary historical financial data and our unaudited summary pro forma combined condensed financial data for the twelve-month period ended June 30, 2012, disclosed in connection with the offering:

Set forth below are summary consolidated non-GAAP financial data of LIN Television for each of the three years in the period ended December 31, 2011 and the six-month periods ended June 30, 2011 and June 30, 2012 and our unaudited summary pro forma condensed combined financial data for the twelve-month period ended June 30, 2012.

The summary financial data as of December 31, 2010 and 2011 and for the years ended December 31, 2009, 2010 and 2011 are derived from audited consolidated financial statements included in the 2011 Annual Report on Form 10-K (the “2011 Form 10-K”) with adjustments as described below. The summary financial data as of and for the six months ended June 30, 2012, and the summary financial data for the six months ended June 30, 2011 is derived from unaudited consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012.

The unaudited summary pro forma financial data for the twelve-month period ended June 30, 2012 have been derived by adding the historical LIN Television statement of operations data for the twelve months ended June 30, 2012 to the historical NVT statement of operations data for the twelve months ended June 30, 2012, reclassifying the NVT statement of operations data to conform to LIN Television’s presentation, and applying pro forma adjustments to the combined statement of operations, as if the Transactions had occurred on January 1, 2011.

The summary pro forma financial data do not purport to represent what our results of operations, balance sheet data or financial information would have been if the Transactions had occurred as of the dates indicated, or what such results will be for any future periods.  The unaudited pro forma condensed combined financial data are based on certain assumptions, which are described in the accompanying notes and which management believes are reasonable.

(1)   Net Debt is equal to total debt less unrestricted cash and cash equivalents. Our senior secured credit facility permits cash and cash equivalents up to $35 million to be offset against total debt. In addition, solely for the purpose of determining Net Debt as of December 31, 2011, our senior secured credit facility also permitted restricted cash to be offset against total debt.

(2)   Broadcast cash flow and Adjusted EBITDA are non-GAAP financial measures and should not be viewed as alternatives or substitutes for GAAP financial reporting. However, Broadcast cash flow and Adjusted EBITDA are common supplemental measures of performance used by investors, lenders, rating agencies and financial analysts in our industry, and we believe these measures provide useful information about our ability to service our debt and in evaluating our operating performance. Further, Adjusted EBITDA is one of the primary financial metrics used by us and lenders under our senior secured credit facility to determine compliance with

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our financial covenants. We use Adjusted EBITDA, among other things, in evaluating the operating performance of our stations and to value stations targeted for acquisition. A reconciliation of net income to Broadcast cash flow and Adjusted EBITDA follows.

(a)   Actual cash payments for programming during 2009 were $23.1 million. The amount shown in the table for 2009 reflects program payment amounts due pursuant to contractual terms, and is included in our calculation of Adjusted EBITDA to remain consistent with the calculation of Adjusted EBITDA for purposes of the financial covenants in our senior secured credit facility.

(b)   For purposes of determining pro forma Adjusted EBITDA, our senior secured credit facility permits the inclusion of cost savings expected to be realized on a run-rate basis in connection with the acquisition of broadcasting assets. Year one expense synergies primarily reflect estimated cost savings associated with the elimination of NVT corporate overhead, and the effects of leveraging the capabilities of our existing shared administrative and technical service centers.

(3)   The ratio of earnings to fixed charges has been computed on a consolidated basis. “Earnings” consists of pretax income from continuing operations before adjustment for non-controlling interests and equity in net income (loss) from affiliates, plus fixed charges. Fixed charges consist of interest expense, including amortization of discount, premium and capitalized expenses related to indebtedness, and a portion of rental expense representing a reasonable approximation of the interest factor. For the years ended December 31, 2009 and December 31, 2011, fixed charges included $6.0 million and $4.7 million, respectively pursuant to shortfall

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funding agreements with NBCUniversal, as described further in Note 14 to the consolidated financial statements included in the 2009 Annual Report on Form 10-K, and Note 15 to the consolidated financial statements included in the 2011 Form 10-K. Additionally, because of the probable obligations under these shortfall funding agreements, our share of losses in Station Venture Holdings, LLC has been included in the earnings calculation.

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Set forth below is certain information with respect to our pro forma financial data and historical New Vision Television financial data disclosed in connection with the offering:

Unaudited pro forma condensed combined financial data

The unaudited pro forma condensed combined statements of operations and other financial data give effect to the Transactions in the manner described under this “Unaudited pro forma condensed combined financial data” and the notes thereto as if they had occurred on January 1, 2011.  The unaudited pro forma condensed combined balance sheet data gives effect to the Transactions as if they had occurred on June 30, 2012.  The unaudited pro forma condensed combined financial data for the twelve-month period ended June 30, 2012 have been derived by (i) adding the historical LIN Television statement of operations data for the year ended December 31, 2011, and the historical LIN Television unaudited statement of operations data for the six months ended June 30, 2012, to the historical NVT statement of operations data for the year ended December 31, 2011, and the historical NVT unaudited statement of operations data for the six months ended June 30, 2012 (and reclassifying the NVT statement of operations data to conform to LIN Television’s presentation of its statement of operations), (ii) subtracting the historical LIN Television unaudited statement of operations data for the six months ended June 30, 2011, and the historical NVT unaudited statement of operations data for the six months ended June 30, 2011 (and reclassifying the NVT statement of operations data to conform to LIN Television’s presentation of its statement of operations), and (iii) applying pro forma adjustments to the condensed combined statement of operations data to give effect to the Transactions as if they had occurred on January 1, 2011.

The unaudited pro forma condensed combined financial data do not purport to represent what our results of operations, balance sheet data or financial information would have been if the Transactions and such acquisitions had occurred as of the dates indicated, or what such results will be for any future periods.  The unaudited pro forma condensed combined financial data are based on certain assumptions, which are described in the accompanying notes and which management believes are reasonable.

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Unaudited pro forma condensed combined balance sheet as of June 30, 2012

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Unaudited pro forma condensed combined statement of operations for the year ended December 31, 2011

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Unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2012

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Unaudited pro forma condensed combined statement of operations for the twelve months ended June 30, 2012