Nexstar Broadcasting Offers $4.1 Billion to Acquire Media General

Media General recently announced plans to purchase Meredith Corp. for $2.1 billion

Nexstar Broadcasting Group announced a proposal to acquire Media General on Monday.

The proposed cash and stock transaction, currently valued at $4.1 billion, was submitted via a letter to the Media General board of directors.  It represents a premium of 30% to Media General’s closing stock price on September 25.

In the letter, Nexstar chairman and CEO Perry Sook was critical of Media General’s recently announced plan to acquire Meredith Corp. for $2.1 billion, insisting Nexstar’s offer was the smarter choice.

“We strongly believe a combination of Media General and Nexstar is far more compelling strategically and financially than your planned acquisition of Meredith,” Sook wrote. “The ill-conceived Meredith transaction, which caused an immediate drop in Media General’s stock price and criticism from a number of your investors and analysts, exposes Media General once again to the publishing business and creates a pro-forma EBITDA mix with significant exposure to publishing.”

Media General announced plans to acquire Meredith Corp. on Sept. 8. That merger would create the third-largest local television station owner in the country, initially with 88 television stations across 54 markets that reach 30 percent – or approximately 34 million – U.S. TV households.

According to the Nexstar letter, the combination of Nexstar and Media General would create an even larger entity with 152 television stations across 99 markets, reaching 39 percent of U.S. TV households.

“We have heard from many of your shareholders that they are displeased with the Meredith transaction, and we are confident that our proposed transaction would be enthusiastically welcomed by your shareholders,” Sook wrote.

BofA Merrill Lynch is acting as financial advisor and Kirkland & Ellis LLP is acting as legal counsel to Nexstar in
connection with the proposed transaction.



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