As filed with the Securities and Exchange Commission on December 19, 2014

 

Registration No. 333-190234

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

POST-EFFECTIVE AMENDMENT NO. 1

 

TO

 

FORM S-3

 

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 

 

 

 

701 Brazos Street, Suite 800

Austin, Texas 78701

(512) 774-6110

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

 

 

Approximate date of commencement of proposed sale to the public: Not applicable

This post-effective amendment deregisters those securities that remain unsold.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  o

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS*

 

Exact Name of Co-Registrant Guarantor as Specified in Its Charter		State or Other Jurisdiction of Incorporation or Organization		Primary Standard Industrial Classification Number		I.R.S. Employer Identification Number
Indiana Broadcasting, LLC		Delaware		4833		05-0496718
KXAN LLC		Delaware		4833		13-2670260
KXTX Holdings LLC		Delaware		4833		05-0481599
LIN Digital LLC		Delaware		4833		32-0416169
LIN Digital Media LLC		Delaware		4833		80-0943183
LIN License Company, LLC		Delaware		4833		05-0615511
LIN Mobile, LLC		Delaware		4833		46-1360248
LIN of Alabama, LLC		Delaware		4833		20-3347776
LIN of Colorado, LLC		Delaware		4833		20-3347854
LIN of New Mexico, LLC		Delaware		4833		20-3347886
LIN of Wisconsin, LLC		Delaware		4833		20-3347936
LIN Television of Texas, Inc.		Delaware		4833		05-0481602
LIN Television of Texas, L.P.		Delaware		4833		05-0481606
North Texas Broadcasting LLC		Delaware		4833		13-2740621
Primeland LLC		Delaware		4833		37-1023233
TVL Broadcasting LLC		Delaware		4833		75-2676358
TVL Broadcasting of Rhode Island, LLC		Delaware		4833		52-2368799
WAVY Broadcasting, LLC		Delaware		4833		05-0496719
WDTN Broadcasting, LLC		Delaware		4833		52-2368795
WIVB Broadcasting, LLC		Delaware		4833		05-0496720
WOOD License Co., LLC		Delaware		4833		05-0496721
WOOD Television LLC		Delaware		4833		06-1506282
WTNH Broadcasting LLC		Delaware		4833		05-0481600
WUPW Broadcasting, LLC		Delaware		4833		52-2368784
WWLP Broadcasting, LLC		Delaware		4833		52-7115298

 

*                 Addresses, telephone numbers, agent for service and principal executive offices of the registrant guarantors are the same as those of LIN Media LLC and LIN Television Corporation.

 

 

DEREGISTRATION OF UNSOLD SECURITIES

 

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-190234) (the “Registration Statement”) of LIN Media LLC, a Delaware limited liability company (“LIN Media”), LIN Television Corporation (“LIN Television”) and the subsidiary guarantor registrants listed on the Table of Subsidiary Guarantor Registrants (the “Subsidiary Guarantor Registrants,” and together with LIN Media and LIN Television, the “Registrants”), filed by the Registrants with the Securities and Exchange Commission on July 30, 2013, and amended on August 23, 2013, hereby amends the Registration Statement to deregister any securities registered pursuant to the Registration Statement and remaining unsold.

 

On March 21, 2014, LIN Media, Media General, Inc., a Virginia corporation (“Media General”), Mercury New Holdco, Inc., a Virginia corporation (“New Holdco”), Mercury Merger Sub 1, Inc., a Virginia corporation and a direct, wholly owned subsidiary of New Holdco (“Merger Sub 1”), and Mercury Merger Sub 2, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of New Holdco (“Merger Sub 2”), entered into an Agreement and Plan of Merger (as amended on August 20, 2014, the “Merger Agreement”).  Pursuant to the Merger Agreement and upon the terms and subject to the conditions thereof, Merger Sub 1 merged with and into Media General (the “Media General Merger”), with Media General surviving the Media General Merger as a wholly owned subsidiary of New Holdco, and immediately following the consummation of the Media General Merger, Merger Sub 2 merged with and into LIN Media (the “LIN Merger” and together with the Media General Merger, the “Mergers”), with LIN Media surviving the LIN Merger as a wholly owned subsidiary of New Holdco. The Mergers became effective on December 19, 2014.   Following the completion of the Mergers, LIN Media will merger with and into New Holdco, with New Holdco surviving such merger.

 

In connection with the closing of the Mergers, the offerings pursuant to the Registration Statement have been terminated. In accordance with undertakings made by the Registrants in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities which remain unsold at the termination of the offerings, the Registrants hereby remove from registration the securities registered but not sold under the Registration Statement.

 

2

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this post-effective amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 19, 2014.

 

		LIN MEDIA LLC
		LIN TELEVISION CORPORATION
		LIN TELEVISION OF TEXAS, INC.
		KXTX HOLDINGS LLC
		KXAN LLC
		LIN DIGITAL LLC
		LIN DIGITAL MEDIA LLC
		NORTH TEXAS BROADCASTING LLC
		PRIMELAND LLC
		TVL BROADCASTING LLC
		WOOD TELEVISION LLC
		WTNH BROADCASTING LLC
	By:	/s/ Vincent L. Sadusky
		Name: Vincent L. Sadusky
		Title:    President and Chief Executive Officer

 

No other person is required to sign this post-effective amendment to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

3

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this post-effective amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 19, 2014.

 

		LIN MOBILE, LLC
	By:	/s/ Vincent L. Sadusky
		Name: Vincent L. Sadusky
		Title:    President

 

No other person is required to sign this post-effective amendment to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

4

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrants have duly caused this post-effective amendment to the Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 19, 2014.

 

		INDIANA BROADCASTING, LLC
		LIN LICENSE COMPANY, LLC
		LIN OF ALABAMA, LLC
		LIN OF COLORADO, LLC
		LIN OF NEW MEXICO, LLC
		LIN OF WISCONSIN, LLC
		WAVY BROADCASTING, LLC
		WIVB BROADCASTING, LLC
		WOOD LICENSE CO., LLC
		WWLP BROADCASTING, LLC
	By:      LIN Television Corporation, its Managing Member
	By:	/s/ Vincent L. Sadusky
		Name: Vincent L. Sadusky
		Title:   President and Chief Executive Officer

 

No other person is required to sign this post-effective amendment to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

5

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this post-effective amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 19, 2014.

 

 

		LIN TELEVISION OF TEXAS, L.P.
	By:      LIN Television of Texas, Inc., its General Partner
	By:	/s/ Vincent L. Sadusky
		Name: Vincent L. Sadusky
		Title:    President and Chief Executive Officer

 

No other person is required to sign this post-effective amendment to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

6

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrants have duly caused this post-effective amendment to the Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 19, 2014.

 

		TVL BROADCASTING OF RHODE ISLAND, LLC
		WDTN BROADCASTING, LLC
		WUPW BROADCASTING, LLC
	By:      TVL Broadcasting LLC, its Managing Member
	By:	/s/ Vincent L. Sadusky
		Name: Vincent L. Sadusky
		Title:    President and Chief Executive Officer

 

No other person is required to sign this post-effective amendment to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

7