Nexstar said it agreed to acquire Media General for $4.6 billion after Meredith Corp. withdrew its merger transaction with Media General.
Meredith's withdrawal ended a long three-way dance among the parties. Meredith gets a $60 million termination fee and gets to negotiate to purchase some of the broadcast and digital assets now owned by Media General.
The Nexstar-Media General combination, to be called Nexstar Media Group will have 171 full-power TV stations in 100 markets and reach 39% of U.S. households. It will have $2.3 billion in annual revenues.
"The acquisition of Media General's broadcasting and digital media assets represent a transformational growth opportunity for Nexstar and is strategically and financially compelling," said Perry Sook, CEO of Nexstar. "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 continues a move towards consolidation in the broadcast business.
"We intend to implement our proven strategy of focusing on local programming and effective digital media marketing solutions across the assets being acquired and will marry best of breed practices from our existing operations with those from Media General," Sook said. "Led by a proven broadcast and digital media management team with a long-term record of operating execution, M&A integration, delivering strong compound annual growth in free cash flow and creating shareholder value, we are confident that the new Nexstar Media Group will be strongly positioned for consistent long-term success."
Nexstar's offer is $10.55 per share in cash plus 0.1249 shares of Nexstar Class A Common stock for each Media General share, for a total value of $17.14 per share.
The agreement includes potential additional consideration entitling Media General shareholders to net cash proceeds as received from the sale of Media General's spectrum in the Federal Communication Commission's upcoming Incentive Auction.
The transaction has been unanimously approved by the boards of both companies.
"We are pleased to reach this agreement with Nexstar, which provides Media General shareholders with substantial and immediate value, as well as the opportunity to participate in the significant upside potential of the combined company," said Vincent Sadusky, CEO of Media General.
"Together with Nexstar, we can deliver a more comprehensive, integrated and competitive offering across all markets for the benefit of our advertisers and brands. I am thankful for the hard work and dedication of our talented employees, and I'm confident they will continue to make many valuable contributions as part of a larger and stronger organization. I look forward to working closely with the Nexstar team to bring our companies together to realize the power of this compelling combination and ensure a smooth transition," Sadusky said.