Nexstar Broadcasting Group, Inc. (Nasdaq: NXST) today announced
that it has completed the negotiation of terms for a transaction
with Media General, Inc. (NYSE:MEG) under which Nexstar would
acquire Media General for $10.55 per share in cash and 0.1249 of a
share of Nexstar Class A common stock for each Media General share.
In addition, the terms contemplate additional consideration to
Media General shareholders in the form of a contingent value right
("CVR") for each Media General share entitling Media General
shareholders to net cash proceeds as received from the sale of
Media General's spectrum in the FCC's upcoming spectrum auction.
The negotiated transaction reflects a value of $17.66 per Media
General share based on Nexstar’s closing share price on January 6,
2016, plus the value of the CVR.
Nexstar looks forward to signing a definitive agreement with
Media General as soon as Media General’s transaction with Meredith
Corporation (NYSE: MDP) has been terminated by either party or
following a Media General shareholder vote in which the Media
General/Meredith transaction is not approved. Nexstar noted that
the form of merger agreement between Nexstar and Media General has
already been fully negotiated.
Perry Sook, Chairman, President and CEO of Nexstar, said, “We
are pleased to have negotiated these transaction terms with Media
General as we believe the combination would be a transformational
event that enables both companies’ shareholders to participate in
the near- and long-term upside of a pure-play broadcasting company
with expanded audience reach, a more diversified portfolio and a
significantly stronger financial profile, led by a proven broadcast
and digital media management team.”
Mr. Sook continued, “We are confident that a combined Nexstar /
Media General would be strongly positioned for long-term success in
a dynamic and consolidating broadcast market. Specifically, the
combined company would be highly attractive to programmers and
advertisers alike, while the anticipated year-one synergies of $76
million and generation of over $500 million of annual free cash
flow will enhance long-term shareholder returns.”
Nexstar also noted that it intends to divest the TV stations
necessary to obtain FCC regulatory approval of the proposed
transaction. In addition, two Media General directors would join
the Nexstar Board of Directors at closing.
The negotiated transaction would not be subject to any financing
condition. Nexstar has worked with banks willing to provide
commitment letters for approximately $4.7 billion in financing in
support of the transaction as soon as the negotiated merger
agreement is executed.
Nexstar will file a Form 8-K with the Securities and Exchange
Commission, which will include the form of merger agreement
negotiated between Nexstar and Media General.
BofA Merrill Lynch is acting as financial advisor and Kirkland
& Ellis LLP is acting as legal counsel to Nexstar in connection
with the proposed transaction.
Because the Meredith-Media General merger agreement has not been
terminated, there can be no assurance that any transaction with
Media General will result (or the terms or timing thereof).
About Nexstar Broadcasting Group, Inc.
Nexstar Broadcasting Group is a leading diversified media
company that leverages localism to bring new services and value to
consumers and advertisers through its traditional media, digital
and mobile media platforms. Nexstar owns, operates, programs or
provides sales and other services to 107 television stations and
related digital multicast signals reaching 58 markets or
approximately 18.0% of all U.S. television households. Nexstar’s
portfolio includes affiliates of NBC, CBS, ABC, FOX, MyNetworkTV,
The CW, Telemundo, Bounce TV, Me-TV, LATV, RTV, Estrella, This TV,
Weather Nation Utah, Movies! and News/Weather. Nexstar’s community
portal websites offer additional hyper-local content and verticals
for consumers and advertisers, allowing audiences to choose where,
when and how they access content while creating new revenue
opportunities.
Pro-forma for the completion of all announced transactions
Nexstar will own, operate, program or provide sales and other
services to 114 television stations and related digital multicast
signals reaching 59 markets or approximately 18.0% of all U.S.
television households.
Additional Information
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. This communication
relates to a proposal which Nexstar Broadcasting Group, Inc.
(“Nexstar”) has made for a business combination transaction with
Media General, Inc. (“Media General”). In furtherance of this
proposal and subject to future developments, Nexstar (and, if a
negotiated transaction is agreed, Media General) may file one or
more registration statements, prospectuses, proxy statements or
other documents with the U.S. Securities and Exchange Commission
(“SEC”). This communication is not a substitute for any
registration statement, prospectus, proxy statement or other
document Nexstar and/or Media General may file with the SEC in
connection with the proposed transaction. INVESTORS AND SECURITY
HOLDERS OF NEXSTAR AND MEDIA GENERAL ARE URGED TO READ ANY
REGISTRATION STATEMENT, PROSPECTUS, PROXY STATEMENT AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND
WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy
statement (if and when available) will be mailed to stockholders of
Media General. Investors and security holders will be able to
obtain free copies of these documents (if and when available) and
other documents filed with the SEC by Nexstar or Media General
through the web site maintained by the SEC at
http://www.sec.gov.
Certain Information Regarding Participants
Nexstar and certain of its directors and executive officers may
be deemed to be participants in any solicitation with respect to
the proposed transaction under the rules of the SEC. Security
holders may obtain information regarding the names and interests of
Nexstar’s directors and executive officers in Nexstar’s Annual
Report on Form 10-K for the year ended December 31, 2014, which was
filed with the SEC on March 2, 2015, and Nexstar’s proxy statement
for the 2015 Annual Meeting of Stockholders, which was filed with
the SEC on April 24, 2015. These documents can be obtained free of
charge from the sources indicated above. Additional information
regarding the interests of participants in any proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will also be included in any proxy
statement and other relevant materials to be filed with the SEC if
and when they become available.
Forward-Looking Statements
This communication includes forward-looking statements. We have
based these forward-looking statements on our current expectations
and projections about future events. Forward-looking statements
include information preceded by, followed by, or that includes the
words "guidance," "believes," "expects," "anticipates," "could," or
similar expressions. For these statements, Nexstar claims the
protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995.
The forward-looking statements contained in this communication,
concerning, among other things, the ultimate outcome and benefits
of any possible transaction between Nexstar and Media General and
timing thereof, and future financial performance, including changes
in net revenue, cash flow and operating expenses, involve risks and
uncertainties, and are subject to change based on various important
factors, including the possibilities that Nexstar will not pursue a
transaction with Media General and that Media General will reject a
transaction with Nexstar (or otherwise that no transaction will be
consummated), the impact of changes in national and regional
economies, our ability to service and refinance our outstanding
debt, successful integration of Media General (including
achievement of synergies and cost reductions), pricing fluctuations
in local and national advertising, future regulatory actions and
conditions in the television stations' operating areas, competition
from others in the broadcast television markets served by Nexstar,
volatility in programming costs, the effects of governmental
regulation of broadcasting, industry consolidation, technological
developments and major world news events. Unless required by law,
we undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed in this
communication might not occur. You should not place undue reliance
on these forward-looking statements, which speak only as of the
date of this release. For more details on factors that could affect
these expectations, please see our filings with the Securities and
Exchange Commission.
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version on businesswire.com: http://www.businesswire.com/news/home/20160107005702/en/
Investors:Thomas E. CarterChief Financial OfficerNexstar
Broadcasting Group, Inc.(972) 373-8800orJCIRJoseph Jaffoni/Jennifer
Neuman(212) 835-8500 or nxst@jcir.comorInnisfree M&A
IncorporatedLarry Miller/Jonathan Salzberger/Scott Winter(212)
750-5833orMedia:Sard Verbinnen & CoGeorge Sard/Jim
Barron/Stephanie Pillersdorf/Jared Levy(212) 687-8080
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