NBC Universal and Paxson Communications Reach Strategic Agreement; Agreement Bolsters Strategic...

NEW YORK & WEST PALM BEACH, Fla. -- NBC Universal and Paxson Communications Corp. ("Paxson Communications") (AMEX: PAX) today announced a definitive agreement that sets the stage for a strategic and financial restructuring of Paxson Communications,

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Under the new agreement NBC Universal and Paxson Communications have modified the terms of NBC Universal's existing Series B preferred stock investment and related agreements. NBC Universal has acquired an 18-month call right from Paxson Communications' founder Lowell "Bud" Paxson to purchase all of Mr. Paxson's common shares, including his voting control shares. Although NBC Universal cannot currently exercise the call right under existing FCC rules, it may transfer the call right to a third party who may exercise it (subject to all necessary regulatory approvals). If the call right is exercised or transferred within 18 months, NBC Universal or its transferee will make a tender offer for all of Paxson Communications' outstanding Class A common stock, subject to all necessary regulatory approvals. If NBC Universal or its transferee fails to initiate a tender offer in the 18-month timeframe, NBC Universal will, as an alternative form of value, deliver $105 million of its Series B preferred stock back to Paxson Communications for distribution to Paxson Communications' Class A shareholders (excluding Mr. Paxson). The form of the consideration the public shareholders will receive depends on whether the call right is exercised. Also, NBC Universal and Paxson Communications have settled all pending legal disputes, including court proceedings and arbitration, which will be dismissed.

"NBC Universal has been the largest financial investor in Paxson Communications for some time, and we continue to believe that Paxson Communications has a compelling national platform," said Bob Wright, Chairman and CEO of NBC Universal. "This agreement gives Paxson Communications the flexibility to invite new partners and investors who do not face the same FCC limitations that we do and who are interested in investing in and programming a nationwide television distribution platform."