Nexstar Broadcasting and Media General say they have completed negotiation terms for Nexstar to buy Media General.
“We are confident that a combined Nexstar / Media General would be strongly positioned for long-term success in a dynamic and consolidating broadcast market,” said Nexstar chairman, president and CEO Perry Sook. “Specifically, the combined company would be highly attractive to programmers and advertisers alike, while the anticipated year-one synergies of $76 million and generation of over $500 million of annual free cash flow will enhance long-term shareholder returns.”
Nexstar said the deal is ready to go, as soon as Media General’s merger with Meredith Corporation has either been terminated by either station group or if Media General’s shareholders vote down the proposed merger. Media General notes that its Board still says it should comlete the deal with Meredith, which is still on the table.
As part of its deal, Nexstar says it would sell off the TV stations necessary to get get FCC approval and add two Media General directors to its own Board of Directors at closing. Nexstar says it has commitment letters for around $4.7 billion in financing to complete the transaction, if approved.
Media General shareholders would get $10.55 per share and 0.1249 of a share of Class A common stock for each Media General share and contingent value right (“CVR”) for each Media General share entitling Media General shareholders to net cash proceeds as received from the sale of Media General’s spectrum in the FCC’s upcoming spectrum auction, adjusted as described below.