ION Media Networks Announces Revision to Exchange Offer and Consent Solicitation

  
    
  
  
    
      ION Media Networks, Inc. (AMEX:ION) (the "Company") today announced a 
      revision to the exchange offer (the "Exchange Offer") that the Company 
      launched on June 8, 2007, in which the Company is offering to exchange 
      any and all of its outstanding 13¼% Cumulative 
      Junior Exchangeable Preferred Stock (currently accruing dividends at the 
      rate of 14¼%) (the "14¼% 
      Preferred Stock") and 9¾% Series A 
      Convertible Preferred Stock (the "9¾% 
      Preferred Stock", and together with the 14¼% 
      Preferred Stock, the "Senior Preferred Stock") for newly-issued 11% 
      Series A Mandatorily Convertible Senior Subordinated Notes due 2013 
      ("Series A Notes") and, depending upon participation levels in the 
      Exchange Offer, either newly-issued 12% Series A-1 Mandatorily 
      Convertible Preferred Stock (the "Series A-1 Preferred Stock") or 12% 
      Series B Mandatorily Convertible Preferred Stock (the "Series B 
      Preferred Stock").
    
    
      The Company is not changing the consideration being offered in the 
      Exchange Offer. However, the Company will extend the Exchange Offer for 
      ten business days following the scheduled expiration date of the 
      Exchange Offer if holders are to receive the Minority Exchange 
      Consideration, as discussed below, in the Exchange Offer.
    
    
      As disclosed in the Offer to Exchange dated June 8, 2007 (the "Offer to 
      Exchange"), holders will receive the following consideration in the 
      Exchange Offer:
    
    
      
        For each tendered share of 14¼% Preferred 
        Stock, the holder will receive $7,000 principal amount of Series A 
        Notes and $1,000 initial liquidation preference of Series A-1 
        Convertible Preferred Stock, which would rank senior to any 
        unexchanged Senior Preferred Stock; and
      
      
        For each tendered share of 9¾% Preferred 
        Stock, the holder will receive $4,000 principal amount of Series A 
        Notes and $1,000 initial liquidation preference of Series A-1 
        Convertible Preferred Stock.
      
    
    
      However, as disclosed in the Offer to Exchange, if holders of 50% or 
      less of either series of Senior Preferred Stock tender in the Exchange 
      Offer and, as a result, the holders of both series of Senior Preferred 
      Stock do not approve the amendments to the certificates of designation 
      and the issuance of preferred stock, including the Series A-1 
      Convertible Preferred Stock, that will rank senior to the Senior 
      Preferred Stock, holders will receive the following consideration in the 
      Exchange Offer (the "Minority Exchange Consideration"):
    
    
      
        For each tendered share of 14¼% Preferred 
        Stock, the holder will receive $7,500 principal amount of Series A 
        Notes and $500 initial liquidation preference of Series B Convertible 
        Preferred Stock, which would rank junior to any unexchanged Senior 
        Preferred Stock; and
      
      
        For each tendered share of 9¾% Preferred 
        Stock, the holder will receive $4,500 principal amount of Series A 
        Notes and $500 initial liquidation preference of Series B Convertible 
        Preferred Stock.
      
    
    
      In the event that at the scheduled expiration date of the Exchange 
      Offer, holders of 50% or less of either series of Senior Preferred Stock 
      have tendered in the Exchange Offer, the Exchange Offer will be extended 
      for ten business days. Withdrawal rights will continue to apply during 
      this ten business day period permitting holders who do not wish to 
      receive the Minority Exchange Consideration to withdraw their previously 
      tendered shares and revoke their consents.
    
    
      During any such ten-day extension, holders will continue to be required 
      to consent to the Proposed Amendments in order to validly tender their 
      shares in the Exchange Offer. If, upon conclusion of the extension, a 
      majority of shares of either series of Senior Preferred Stock have been 
      tendered, holders of such series will still receive the Minority 
      Exchange Consideration, although the Proposed Amendments will become 
      effective with respect to such series.
    
    
      The Exchange Offer has been extended and will now expire at 12:01 A.M., 
      New York City time, on July 11, 2007, unless extended or terminated. The 
      Exchange Offer was originally scheduled to expire at 12:01 A.M., New 
      York City time, on July 10, 2007. As of June 26, 2007, no shares have 
      been tendered in the Exchange Offer.
    
    
      Except as discussed above, there are no changes to the terms or 
      conditions of the Exchange Offer.
    
    
      The complete terms of the Exchange Offer and Consent Solicitation are 
      set forth in the Schedule TO-I, the Offer to Exchange and the Letter of 
      Transmittal and Consent that were filed with the Securities and Exchange 
      Commission. Holders of Senior Preferred Stock are encouraged to 
      carefully read the Schedule TO-I, the Offer to Exchange and related 
      materials because they contain important information that stockholders 
      should consider before making any decision with respect to the Exchange 
      Offer and Consent Solicitation. Stockholders may obtain a free copy of 
      these documents at the website maintained by the Securities and Exchange 
      Commission at www.sec.gov or by 
      contacting D.F. King & Co., Inc., the information agent for the Exchange 
      Offer, at [phone].
    
    
      The securities to be offered have not been, and will not be, registered 
      under the Securities Act of 1933, as amended (the "Securities Act"), and 
      may not be offered or sold in the United States absent registration or 
      an applicable exemption from the registration requirements of the 
      Securities Act and applicable state securities laws. The Company is 
      relying on Section 3(a)(9) of the Securities Act to exempt the exchange 
      offer from the registration requirements of the Securities Act. This 
      announcement is not an offer to purchase or an offer to exchange or a 
      solicitation of acceptance of the offer to exchange, which may be made 
      only pursuant to the terms of the Offer to Exchange and related Letter 
      of Transmittal and Consent.
    
    
      About ION Media Networks
    
    
      ION Media Networks, Inc. owns and operates the nation’s 
      largest broadcast television station group and ION Television, reaching 
      over 90 million U.S. television households via its nationwide broadcast 
      television, cable and satellite distribution systems. ION Television 
      currently features popular TV series and movies from the award-winning 
      libraries of Warner Bros., Sony Pictures Television, and CBS Television, 
      among others. ION Media has also partnered with RHI Entertainment, which 
      owns over 4,000 hours of acclaimed television content, to provide 
      weekend primetime programming beginning in June 2007. Utilizing its 
      digital multicasting capability, the company has launched several 
      digital TV brands, including qubo, a television and multimedia network 
      for children formed in partnership with several leading media and 
      entertainment companies, and ION Life, a television and multimedia 
      network dedicated to health and wellness for consumers and families. For 
      more information, visit www.ionmedia.tv.