Nexstar Broadcasting to Acquire Media General for $4.6 Billion

Merger will create media entity with 171 TV stations in 100 markets

Nexstar Broadcasting will acquire Media General for $4.6 billion, the company announced Wednesday.

Nexstar will acquire all outstanding shares of Media General for $10.55 per share in cash and 0.1249 of a share of Nexstar Class A common stock for each Media General share. Nexstar will change its name to Nexstar Media Group, Inc. upon the completion of the transaction.

The transaction is not subject to any financing condition and Nexstar has received committed financing for the transaction totaling $4.7 billion from BofA Merrill Lynch, Credit Suisse and Deutsche Bank.

The execution of this agreement between follows the termination of the proposed merger transaction between Meredith Corporation and Media General.

Pursuant to the Meredith-Media General merger agreement, Meredith will receive the $60 million termination fee. In addition, Meredith will receive an opportunity to negotiate for the purchase of certain broadcast and digital assets currently owned by Media General.

The new Nexstar Media Group will boast 171 full power television stations in 100 markets, reaching approximately 39 percent of all U.S. television households.

“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,” Penny Sook, chairman, president, and CEO of Nexstar said.

The transaction is subject to a vote by stockholders of Media General and Nexstar, FCC approval, and other regulatory approvals and other customary closing conditions. Nexstar intends to divest certain television stations necessary to obtain FCC approval of the proposed transaction.

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. RBC Capital Markets, LLC and Goldman, Sachs & Co. are acting as financial advisors to Media General and Fried, Frank, Harris, Shriver & Jacobson LLP and Weil, Gotshal & Manges LLP are acting as its legal counsel.