Securities Exchange Act of 1934
April 30, 2013
Response of the Office of Chief Counsel
Division of Corporation Finance
LIN TV Corp.
Incoming letter dated April 29, 2013
Based on the facts presented, the Division’s views are as follows. Capitalized terms have the same meanings as defined in your letter.
- The Merger will constitute a “succession” for purposes of Rule 12g-3(a) under the Exchange Act and LIN LLC will be an “accelerated filer” for purposes of Rule 12b-2 under the Exchange Act.
- LIN LLC may take into account LIN Corp.’s reporting history under the Exchange Act in determining its eligibility to use Form S-3. LIN Corp.’s reporting history under the Exchange Act may also be used in determining whether LIN LLC: (1) “meets the requirements for use of Form S-3” within the meaning of Form S-4; and (2) “satisfies the registrant requirements for use of Form S-3” within the meaning of Form S-8.
- The Division will not object if LIN LLC, as successor to LIN Corp., does not file new registration statements under the Securities Act for ongoing offerings of securities covered by the LIN Corp. Registration Statements, provided that LIN LLC adopts the LIN Corp. Registration Statements by filing post-effective amendments pursuant to Rule 414 under the Securities Act.
- LIN Corp.’s Exchange Act reporting history may be taken into account when determining LIN LLC’s compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act.
- The actions to be taken by LIN LLC to assume the Equity Plans do not constitute actions that require the disclosure of information required by Item 10 of Schedule 14A.
- LIN LLC may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Securities Act Rule 174(b) exemption from the prospectus delivery requirements of Securities Act Section 4(a)(3).
These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.
The Incoming Letter is in Acrobat format.