Nexstar Broadcasting has won the fight to take over station group owner Media General, setting a $4.6 billion acquisition pact after months of public wrangling that derailed Media General’s plan to merge with Meredith Corp.
Meredith, the magazine and station group owner, will receive a $60 million break-up fee as part of the Nexstar-Media General deal. Nexstar said Media General shareholders may also receive additional cash compensation depending on whether any of those stations sell off some of their broadcast spectrum in the FCC’s upcoming incentive auctions.
The deal creates a local TV giant with 171 stations serving 100 markets across the country.
Irving, Texas-based Nexstar has been among the most acquisitive broadcasters in a period of rapid consolidation of local TV station ownership. The Nexstar group will reach 39% of U.S. TV households, the maximum reach allowed under the FCC’s broadcast ownership rules.
“The acquisition of Media General’s broadcasting and digital media assets represent a transformational growth opportunity for Nexstar and is strategically and financially compelling,” Nexstar CEO Perry Sook said. “The transaction increases Nexstar’s broadcast portfolio by approximately two-thirds with very limited overlap with our existing properties, more than doubles our audience reach, provides entrée to 15 new top-50 DMAs and offers synergies related to the increased scale of the combined digital media operations.”
The deal calls for Nexstar to pay $10.55 in cash and 0.1249 shares of Nexstar stock for outstanding Media General shares. Media General’s stock closed at $16.13 on Tuesday. Shares have spiked from around $10 at the time the Meredith deal was announced as the takeover drama unfolded. Nexstar closed Tuesday at $49.14.
As part of the break-up, Meredith also gains the right to negotiate for any TV stations or digital assets that Media General, based in Richmond, Va., may have to sell to secure regulatory approval of the deal.
Nexstar will change its name to Nexstar Media Group as part of the transaction. The company said it has $4.7 billion in financing for the acquisition lined up from BofA Merrill Lynch, Credit Suisse and Deutsche Bank.
Media General president-CEO Vincent Sadusky had planned to step down after the Meredith deal was completed. The final terms with Nexstar offer shareholders “substantial and immediate value, as well as the opportunity to participate in the significant upside potential of the combined company,” Sadusky said. “Together with Nexstar, we can deliver a more comprehensive, integrated and competitive offering across all markets for the benefit of our advertisers and brands.”