IRVING, Texas–(BUSINESS WIRE)–Nexstar Broadcasting Group, Inc. (Nasdaq: NXST) and Media General, Inc. (NYSE: MEG) announced today that Nexstar has entered into a definitive agreement to sell five stations in five markets to USA Television MidAmerica Holdings, LLC (an affiliate of MSouth Equity Partners and Heartland Media, LLC) for $115 million in cash following the acquisition of Media General by Nexstar.
City of License DMA Rank Station Affiliation Owner
1 Ft. Wayne, IN 111 WFFT-TV FOX Nexstar
2 Rochester, MN 153 KIMT CBS Media General
3 Terre Haute, IN 155 WTHI-TV CBS Media General
4 Lafayette, IN 187 WLFI-TV CBS Media General
5 Saint Joseph, MO 201 KQTV ABC Nexstar
On January 27, 2016, Nexstar and Media General entered into a definitive merger agreement whereby Nexstar will acquire all outstanding shares of Media General. The planned divestiture of WFFT-TV, KIMT, WTHI-TV, WLFI-TV and KQTV reflects Nexstar’s stated intention to divest certain television stations in order to comply with the Federal Communication Commission’s local and national television ownership rules and to obtain FCC and Department of Justice approval of the proposed Nexstar / Media General transaction. Earlier this week shareholders of both Nexstar and Media General approved Nexstar’s acquisition of Media General.
The sale of WFFT-TV, KIMT, WTHI-TV, WLFI-TV and KQTV to USA TV is subject to FCC approval, other regulatory approvals, the closing of the Nexstar / Media General transaction and other customary closing conditions and is expected to be completed on, or about the time of, the closing of the Nexstar / Media General transaction, which is expected later this year.
The total gross consideration for all recently announced station divestiture agreements related to the Media General transaction (including USA TV, Gray Television Group, Inc., Graham Media Group, Inc., Bayou City Broadcasting Lafayette, Inc. and Marquee Broadcasting, Inc.) is approximately $545 million and represents a seller’s multiple of 11.1x average 2014/2015 broadcast cash flow, exceeding the Company’s previously disclosed expectations.
Wells Fargo Securities, LLC served as the lead financial advisor and Deutsche Bank Securities Inc. served as co-advisor for Nexstar in connection with the proposed station sale. MMTC Media and Telecom Brokers served as a co-broker for the transaction. Kirkland & Ellis LLP served as legal counsel for Nexstar and Fried, Frank, Harris, Shriver & Jacobson LLP served as legal counsel for Media General. Sutherland Asbill & Brennan LLP served as legal counsel for USA TV.
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 full power television stations reaching 54 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 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 approximately 39% of all U.S. television households. For more information please visit www.nexstar.tv.
