Aggregate Value of Station Divestitures
Related to Media General Transaction Approximates $545 Million,
Exceeding Original Expectation
Nexstar Broadcasting Group, Inc. (Nasdaq: NXST) (“Nexstar,” “the
Company”) and Media General, Inc. (NYSE: MEG) (“Media General”)
announced today that Nexstar has entered into a definitive
agreement to sell five stations in five markets to USA Television
MidAmerica Holdings, LLC (an affiliate of MSouth Equity Partners
and Heartland Media, LLC) (“USA TV”) for $115 million in cash
following the acquisition of Media General by Nexstar.
City of
License DMA Rank
Station Affiliation
Owner 1 Ft. Wayne,
IN 111 WFFT-TV
FOX Nexstar 2
Rochester, MN 153
KIMT CBS Media General 3
Terre Haute, IN 155
WTHI-TV CBS
Media General 4 Lafayette, IN
187 WLFI-TV
CBS Media General 5 Saint
Joseph, MO 201 KQTV
ABC Nexstar
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
WFFT-TV, KIMT, WTHI-TV, WLFI-TV and KQTV reflects Nexstar’s stated
intention to divest certain television stations in order to comply
with the Federal Communication Commission’s (“FCC”) local and
national television ownership rules and to obtain FCC and
Department of Justice (“DOJ”) approval of the proposed Nexstar /
Media General transaction. Earlier this week shareholders of both
Nexstar and Media General approved Nexstar’s acquisition of Media
General.
The sale of WFFT-TV, KIMT, WTHI-TV, WLFI-TV and KQTV to USA TV
is subject to FCC approval, other regulatory approvals, the closing
of the Nexstar / Media General transaction and other customary
closing conditions and is expected to be completed on, or about the
time of, the closing of the Nexstar / Media General transaction,
which is expected later this year.
The total gross consideration for all recently announced station
divestiture agreements related to the Media General transaction
(including USA TV, Gray Television Group, Inc., Graham Media Group,
Inc., Bayou City Broadcasting Lafayette, Inc. and Marquee
Broadcasting, Inc.) is approximately $545 million and represents a
seller’s multiple of 11.1x average 2014/2015 broadcast cash flow,
exceeding the Company’s previously disclosed expectations.
Wells Fargo Securities, LLC served as the lead financial advisor
and Deutsche Bank Securities Inc. served as co-advisor for Nexstar
in connection with the proposed station sale. MMTC Media and
Telecom Brokers served as a co-broker for the transaction. Kirkland
& Ellis LLP served as legal counsel for Nexstar and Fried,
Frank, Harris, Shriver & Jacobson LLP served as legal counsel
for Media General. Sutherland Asbill & Brennan LLP served as
legal counsel for USA TV.
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.
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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160613005752/en/
Nexstar Broadcasting Group, Inc.Thomas E.
Carter972-373-8800Chief Financial OfficerorJCIRJoseph Jaffoni,
Jennifer Neuman212-835-8500nxst@jcir.com
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