IRVING, Texas – 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.
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.
Thomas E. Carter
Chief Financial Officer
Nexstar Broadcasting Group, Inc.
Joseph Jaffoni, Jennifer Neuman
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