The race to consolidate heats up as Media General and Young
Broadcasting have announced a merger.
The combined company, which will be called Media General,
will own or operate 30 affiliated stations in 27 markets, reaching 14% of U.S.
households. Media General's 2011-12 average revenues were $320 million and
Young's were $219 million.
The company will remain in Media General's base in Richmond,
Va. George L. Mahoney retains the president/CEO title.
Media General owns 18 stations, and Young owns or operates
12. The companies have identified $25-30 million of operating and financing
synergies. "The new company will be more geographically diverse and will
have a presence in more markets that generate strong political revenues,"
Media General said in a statement. "Its increased size will enhance its
ability to participate in retransmission revenue growth, share growth of
national and digital advertising, and syndicated programming purchasing."
"The business combination of Media General and Young is
a transformational event that will benefit shareholders, employees and the
communities we serve," said J. Stewart Bryan III, chairman of Media
General. "The combination provides immediate accretion to free cash flow,
a strong balance sheet, the opportunity to refinance debt at a much lower cost
and attractive synergies. Young's management and its owners share Media
General's commitment to quality local journalism and to operating top-rated TV
stations, making this merger a unique and compelling combination with
significant growth potential."
Thomas J. Sullivan, executive chairman of Young
Broadcasting, said the merger is "compelling on many levels and will
create a company with valuable strategic assets, significant financial
resources and a deep team of talented and experienced personnel. Together,
these two great companies will be even better positioned to prosper in today's competitive
Deborah McDermott, chief executive officer of Young
Broadcasting, called it "an exciting day for Young Broadcasting."
McDermott will report to Mahoney and will oversee the expanded station group.
Under the all-stock merger agreement, Media General will
reclassify each outstanding share of its Class A and Class B common stock into
one share of a newly created class of Media General common stock. Media General
will issue approximately 60.2 million shares of the new Media General common stock
to Young's shareholders.
As of March 31, 2013, Media General's outstanding
debt was $601 million, and Young's was $164 million. The new company intends to
pursue a total debt refinancing of approximately $900 million.
The initial board will consist of 14 directors, including Media General's
current nine and Young's five. Bryan will be the initial chairman.