Nexstar Broadcasting Makes Bid for Media General
September 28 2015 - 7:20AM
Dow Jones News
Nexstar Broadcasting Group Inc. offered to buy local-television
station owner Media General Inc. in a bold attempt to break up
Media General's recent agreement to buy Meredith Corp.
Nexstar Chairman and Chief Executive Perry Sook sent a letter
Monday morning to Media General's board offering $14.50 a share for
the company. The offer includes $10.50 in cash and 0.0898 Nexstar
shares for each Media General share, according to the letter, a
copy of which was reviewed by The Wall Street Journal.
The proposal, which values the Richmond, Va., company at about
$1.85 billion, represents a premium of 30% over Media General's
closing price on Friday of $11.15 a share. Including Media
General's debt, it is worth some $4.1 billion.
Media General earlier this month said it agreed to buy Meredith
for about $2.4 billion in cash and stock. Including debt, the deal,
which must be approved by both companies' shareholders, was valued
at $3.1 billion.
Media General shareholders didn't react well, driving down the
company's stock that day even though it has since regained
ground—in part on speculation Nexstar would make a bid.
Nexstar, based in Irving, Texas, has a portfolio of more than
100 TV stations in 58 markets, covering about 18% of U.S.
television households. Media General operates or services 71
stations. Combining Nexstar and Media General would create a
pure-play broadcast company owning or providing services to 162
stations in 99 markets, reaching 39% of U.S. television homes,
according to Nexstar's letter.
Nexstar in August privately offered $17 a share for Media
General, but the bid was rebuffed, according to people familiar
with the matter. The broad market sell off since then helps explain
the lower offer, they said.
"The combined company's significantly expanded audience reach
and portfolio diversification would be highly attractive to
programmers and advertisers alike, and its enhanced operating and
financial scale would position it for near- and long-term success
in an environment of ongoing industry consolidation," Mr. Sook
wrote in Monday's letter.
There has been a wave of consolidation in the U.S. broadcast
industry, as local TV stations seek to maintain or increase
negotiating leverage with big cable and satellite providers, many
of whom themselves are striking combinations.
In a conference call with analysts when the Media General deal
was announced, Meredith Chief Executive Stephen Lacy said: "This
deal creates a powerful, multiplatform and highly diversified media
company and it builds a platform for continued industry
consolidation." Mr. Lacy would be CEO of the combined company.
Meredith is known for magazines such as Better Homes Gardens and
Family Circle. But its 17 local TV stations are the centerpiece of
the Media General deal. Meredith Media General, as it would be
known, would encompass 88 stations reaching 30% of U.S. households,
or 34 million homes.
After selling most of its newspaper holdings to a subsidiary of
Warren Buffett's Berkshire Hathaway a few years ago, Media General
has bulked up through deals including its purchase of LIN Media LLC
last year and New Young Broadcasting in 2013. Nexstar had been
interested in buying LIN prior to its purchase by Media General,
the people said.
Nexstar indicated in its letter that it believes it is a mistake
for Media General to increase once again its exposure to the
publishing business, which has been bedeviled by declining
circulation and advertising revenue.
Executives for both Meredith and Media General have said that
they view Meredith's magazine titles as a key driver of content
creation for their digital properties.
The developing tussle comes as many media companies are
splitting their broadcast businesses from their print operations.
In June, Gannett Co. completed the spinoff of its broadcasting and
digital-media business, now called Tegna Inc. That followed similar
moves by Tribune Media Co. and News Corp, publisher of the
Journal.
Nexstar is betting that any dissatisfaction among Media General
shareholders with the Meredith deal will encourage them to pressure
the company's management to negotiate a deal with Nexstar, which
had a market value roughly similar to Media General's, at about
$1.4 billion.
Mr. Sook, who is also Nexstar's founder, was a pioneer of the
"retransmission consent" revenue stream for local TV stations, the
payments cable and satellite operators make to carry their signals.
Those fees have become a major driver of growth for stations in the
past several years, as well as the major broadcast networks that
get a cut of the cash for providing valuable programming like
sports and prime-time shows.
Write to Dana Cimilluca at dana.cimilluca@wsj.com
Subscribe to WSJ: http://online.wsj.com?mod=djnwires
(END) Dow Jones Newswires
September 28, 2015 07:05 ET (11:05 GMT)
Copyright (c) 2015 Dow Jones & Company, Inc.
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