Nexstar Broadcasting Obtains Federal Communications Commission Approval for Media General Acquisition
January 11 2017 - 1:20PM
Business Wire
Nexstar Broadcasting Group, Inc. (Nasdaq: NXST) announced today
that the Federal Communications Commission (“FCC” or “the
Commission”), has granted the applications and related waiver
requests seeking consent to transfer control of licenses held by
subsidiaries of Media General, Inc. (NYSE: MEG) (“Media General”)
from the shareholders of Media General to Nexstar. The FCC further
granted the divestiture applications that have been filed to bring
Nexstar into compliance with the local and national television
ownership rules. In addition, the Commission waived prohibition on
the consummation of the transaction during the broadcast television
spectrum incentive auction, which remains ongoing.
On January 27, 2016, Nexstar and Media General entered into a
definitive merger agreement whereby Nexstar will acquire all
outstanding shares of Media General in an accretive cash and stock
transaction valued at approximately $4.6 billion. Other than
customary closing matters, Nexstar and Media General have completed
all of the steps and satisfied all of the merger agreement
conditions necessary to finalize the planned transaction including
securing Federal Communications Commission, Department of Justice
and Hart-Scott-Rodino approval, entering into agreements to divest
stations to achieve ownership and other regulatory compliance
approvals (with the result being an expansion of station ownership
in the US by minority operators upon closing), securing approvals
from each company’s respective shareholders and putting in place
substantially all of the necessary financing.
Commenting on the announcement, Perry A. Sook, Chairman,
President and Chief Executive Officer of Nexstar Broadcasting Group
stated, “We appreciate Chairman Tom Wheeler and the FCC
Commissioners’ work, as well as the work of the FCC staff, in
granting the approval of the Media General transaction. Upon
closing the transaction Nexstar will continue its initiatives
across the combined entity to deliver superior, unique local
content and services to viewers and businesses in each of the
communities it serves. Over the last two decades we have grown
Nexstar based on our commitment to deliver exceptional service to
the local communities where we operate, expansion through accretive
acquisitions, enhanced operating results of acquired stations and
digital media properties, and an overarching focus on localism. To
this day, this focus has been fundamental to our success and we
intend to extend our legacy of delivering exceptional service in
our markets and increased value to our shareholders when the highly
accretive Media General transaction is complete.”
BofA Merrill Lynch acted as financial advisor and Kirkland &
Ellis LLP acted as legal counsel to Nexstar in connection with the
transaction. RBC Capital Markets, LLC and Goldman, Sachs & Co.
acted as financial advisors to Media General and Fried, Frank,
Harris, Shriver & Jacobson LLP and Weil, Gotshal & Manges
LLP acted as its legal counsel.
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 television stations and
200 related digital multicast signals reaching 62 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 announced 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 nearly 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 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 timing to consummate the proposed
transaction; 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. Unless required by law, Nexstar
undertakes 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 Media General’s and Nexstar’s
filings with the Securities and Exchange Commission.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170111005976/en/
Nexstar Broadcasting Group, Inc.Thomas E. Carter,
972-373-8800Chief Financial OfficerorJCIRJoseph Jaffoni, Jennifer
Neuman212-835-8500nxst@jcir.com
Nexstar Media (NASDAQ:NXST)
Historical Stock Chart
From Aug 2024 to Sep 2024
Nexstar Media (NASDAQ:NXST)
Historical Stock Chart
From Sep 2023 to Sep 2024