Securities Exchange Act of 1934
November 10, 2014
Response of the Office of Chief Counsel
Division of Corporation Finance
Media General, Inc.
Incoming letter dated November 6, 2014
Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.
- The Mergers will constitute a "succession" for purposes of Rule 12g-3(c) under the Exchange Act and New Media General will be a "large accelerated filer" for purposes of Rule 12b-2 under the Exchange Act.
- New Media General may take into account Media General's and LIN's reporting histories under the Exchange Act in determining its eligibility to use Form S-3. Media General's and LIN's reporting histories under the Exchange Act may also be used in determining whether New Media General: (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.
- After consummation of the Mergers and before New Media General files its first annual report on Form 10-K after the Mergers, it may use Form S-8 to register the securities covered by the New Media General Equity Plans.
- The Division will not object if New Media General, as successor to Media General and LIN, does not file a new registration statement under the Securities Act for the ongoing offering of securities covered by the Shelf Registration Statement, provided that New Media General adopts the Shelf Registration Statement by filing a post-effective amendment pursuant to Rule 414 under the Securities Act.
- New Media General 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.
Matt S. McNair
The Incoming Letter is in Acrobat format.