Nexstar Broadcasting Group, Inc. (Nasdaq:NXST) (“Nexstar”)
announced today that it entered into three definitive agreements to
divest five television stations in four markets. The proposed
divestitures mark an important first step in fulfilling Nexstar’s
commitment to regulatory bodies to consummate its previously
announced agreement to acquire Media General Inc. (NYSE: MEG)
(“Media General”), and Nexstar anticipates announcing additional
station divestitures shortly. In addition to divesting overlap
markets and other markets to meet the 39% U.S. television household
national ownership cap, two of the three proposed transactions
represent opportunities for minority television station owners to
play a greater role in the U.S. broadcasting industry, a key
initiative of the Federal Communications Commission (“FCC”).
Nexstar has entered into a definitive agreement to sell WCWJ,
the CW affiliate serving Jacksonville, Florida market (DMA #47),
and WSLS-TV, the NBC affiliate serving the Roanoke-Lynchburg,
Virginia market (DMA #69), to Graham Media Group, Inc. (“Graham
Media”) for total consideration of $120 million. Graham Media
Group, Inc. is led by Emily Barr, President & Chief Executive
Officer.
In addition, Nexstar entered into a definitive agreement to sell
KADN-TV (FOX) and KLAF-LD (NBC) in Lafayette, Louisiana (DMA #121),
to Bayou City Broadcasting Lafayette, Inc. (“BCBL”) for $40 million
in cash. BCBL is a minority-led broadcaster owned by affiliates of
Bain Capital Credit, LP and Bayou City Broadcasting, LLC (“BCB”).
BCB is owned by DuJuan McCoy, who serves as BCBL’s president and
chief executive officer.
Nexstar also entered into a definitive agreement to sell KREG-TV
in Denver, Colorado (DMA #17) to Marquee Broadcasting, Inc.
(“Marquee”). Marquee and its affiliates, a woman-owned broadcast
group that owns three local broadcast stations in Maryland,
Georgia, and Delaware, is led by Patricia R. Lane. KREG-TV
currently operates as a satellite station of Nexstar-owned CBS
affiliate KREX-TV and, upon consummation of the sale, will no
longer operate as a satellite of KREX-TV.
On January 27, 2016, Nexstar and Media General entered into a
definitive merger agreement whereby Nexstar will acquire all
outstanding shares of Media General. The planned divestiture of
WCWJ, WSLS-TV, KADN-TV, KLAF-LD and KREG-TV are the initial
transactions as part of Nexstar’s stated intention to divest
certain television stations in order to comply with the FCC local
and national television ownership rules and to obtain FCC and
Department of Justice (“DOJ”) approval of the proposed Nexstar /
Media General transaction.
The sale of WCWJ and WSLS-TV to Graham Media and the sale of
KADN-TV and KLAF-LD to BCBL are subject the closing of the Nexstar
/ Media General transaction. The Graham Media, BCBL and Marquee
proposed station sales are subject to FCC approval, other
regulatory approvals and other customary closing conditions, and
are expected to be completed on, or about the time of, the closing
of the Nexstar / Media General transaction, which is expected later
this year.
Wells Fargo Securities, LLC served as the lead financial advisor
and Deutsche Bank Securities served as co-advisor for Nexstar in
connection with the proposed station sales. MMTC Media and Telecom
Brokers served as a co-broker for the transactions. Kirkland &
Ellis LLP served as legal counsel for Nexstar and Fried, Frank,
Harris, Shriver & Jacobson LLP served as legal counsel for
Media General. Covington & Burling LLP served as legal counsel
for Graham Media. Proskauer Rose LLP served as legal counsel for
Bayou City Broadcasting Lafayette, Inc.
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 104 full power television
stations reaching 54 markets or approximately 18.1% of all U.S.
television households. Nexstar’s portfolio includes primary
affiliates of NBC, CBS, ABC, FOX, MyNetworkTV and The CW. 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 transactions Nexstar will
own, operate, program or provide sales and other services to 171
television stations and their related low power and digital
multicast signals reaching 100 markets or approximately 39% of all
U.S. television households. For more information please visit
www.nexstar.tv.
Additional Information
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities, or a solicitation
of any vote or approval. In connection with the Agreement and Plan
of Merger, by and between Nexstar Broadcasting Group, Inc.
(“Nexstar”), Media General, Inc. (“Media General”) and Neptune
Merger Sub, Inc. (“Merger Sub”), Nexstar filed a Registration
Statement on Form S-4 with the U.S. Securities and Exchange
Commission (“SEC”) on March 22, 2016 that contains a joint proxy
statement/prospectus, as amended by Amendment No. 1, which was
filed with the SEC on April 27, 2016, and Amendment No. 2, which
was filed with the SEC on May 5, 2016. The Registration Statement
on Form S-4 was declared effective on May 6, 2016, and Nexstar and
Media General commenced mailing the definitive joint proxy
statement/prospectus to their respective stockholders on or about
May 9, 2016. This communication is not a substitute for the
definitive joint proxy statement/prospectus or the Registration
Statement on Form S-4 or for any other document that Nexstar and
Media General have filed or may file with the SEC or send to their
respective stockholders in connection with the proposed
transaction. INVESTORS AND SECURITY HOLDERS OF NEXSTAR AND MEDIA
GENERAL ARE URGED TO READ THE REGISTRATION STATEMENT, THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders will be able
to obtain free copies of the Registration Statement on Form S-4,
including the definitive joint proxy statement/prospectus, and any
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 Media General and their respective 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 the definitive joint proxy statement/prospectus of
Nexstar and Media General and in Nexstar’s Annual Report on Form
10-K for the year ended December 31, 2015, which was filed with the
SEC on February 29, 2016, as amended on April 29, 2016. Information
about Media General’s directors and executive officers is available
in Media General’s Annual Report on Form 10-K for the year ended
December 31, 2015, which was filed with the SEC on February 29,
2016, as amended on April 29, 2016. These documents can be obtained
free of charge from the web site indicated above. Additional
information regarding the participants and a description of their
direct and indirect interests, by security holdings or otherwise,
is contained in the definitive joint proxy statement/prospectus of
Nexstar and Media General filed with the SEC.
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 and Media
General claim 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 a 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 timing to consummate the proposed
transaction; the risk that a condition to closing of the proposed
transaction may not be satisfied and the transaction may not close;
the risk that a regulatory approval that may be required for the
proposed transaction is delayed, is not obtained or is obtained
subject to conditions that are not anticipated, the impact of
changes in national and regional economies, the 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, volatility in programming costs, the effects of
governmental regulation of broadcasting, industry consolidation,
technological developments and major world news events. Nexstar and
Media General 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 the definitive joint proxy
statement/prospectus of Nexstar and Media General and Media
General’s and Nexstar’s other filings with the SEC.
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version on businesswire.com: http://www.businesswire.com/news/home/20160527005065/en/
Nexstar Broadcasting Group, Inc.Thomas E. Carter,
972-373-8800Chief Financial OfficerorJCIRJoseph Jaffoni, Jennifer
Neuman212-835-8500 or nxst@jcir.com
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