Nexstar reaches an agreement to buy Media General for $17.66 per share, but Meredith, which had earlier agreed to merge with Media General, isn’t ready to walk away. It now proposes a merger of equals, in which Media General shareholders would receive in return for each of their shares $3.90 in cash and one share in the new company valued at $14.94.
After months of negotiation, Nexstar agrees to pay $17.66 a share to acquire Media General. For more, see “Meredith, Nexstar Battle Over Media General”
Nexstar Broadcasting, the owner of 106 TV stations reaching 17% of U.S. households, is nearing a better-than-$2 billion deal to acquire rival Media General. “The gap has closed and they are getting closer,” two sources close to the situation said Tuesday.
Nexstar Broadcasting met this week with Media General director John Muse in an attempt to negotiate a buyout of the Richmond, Va., company. Media General, by authorizing the Muse meeting, is sidelining lead independent director Soohyung Kim of Standard General, sources said.
Nexstar Broadcasting Group is planning to take its fight against Media General to the boardroom if the two sides can’t agree to merge. Nexstar is eyeing Media General’s board nominations that start on Dec. 28, as a prelude to mounting a challenger slate in a proxy battle.
Nexstar’s takeover bid of $16.31 per share for Media General “does not properly compensate our shareholders,” the board says, pointing out that it was just last August that Nexstar was willing to pay $17.
Nexstar CEO Perry Sook says negotiations to acquire Media General are at an impasse after Media General rejected its latest offer of $16.31 per share, a 46.3% premium over Media General stock price when Nexstar declared its interest in the company in September with a $14.50 offer. Media General has countered with an ask of $18.61. Analyst Marci Ryvicker says it’s likely not an impasse, simply a public negotiation, and parties will settle somewhere between the current bid and ask.
Nexstar last week privately offered a package about $16.30 a share in cash and stock based on Tuesday’s close, The Wall Street Journal is reporting, citing unnamed sources. Media General rejected that bid and instead made a counterproposal seeking about $18.60 a share, which Nexstar deemed too rich, the story says. The Nexstar proposal values Media General at about $1.85 billion. Journal subscribers can read the full story here.
The company said that while Nexstar’s offer to buy the company that followed Media General’s announcement to merge with Meredith Corp. is undervalued, it will enter into talks with Nexstar. Nexstar says it’s eager to negotiate, but is sticking with its original offer of cash and stock that now amounts to $15.70 per share.
Media General’s board is leaning toward deciding that Nexstar Broadcasting’s acquisition offer is reasonably likely to be better for shareholders than its existing agreement to buy Meredith Corp., people with knowledge of the matter said, putting the Meredith deal in jeopardy.
The Wall Street Journal reports that activist investor Starboard Value LP on Tuesday said Media General was dragging its feet in agreeing to negotiations with Nexstar Broadcasting Group and exploring a merger of the two TV station companies. WSJ subscribers can read the full story here.
Vince Sadusky, Media General’s president-CEO, tells analysts that his board “continues to recommend the transaction” as opposed to Nexstar’s offer. He also says the company plans to participate in the FCC’s spectrum auction, adding: “opening bid prices for some of our markets [are] higher than we had anticipated.”
Net revenues are $322 million, with local (including retrans) up 11%, national down 1% and digital up 3%, according to accounting that includes LIN Media stations acquired late last year. Core local and national spot combined was up 4% with the largest category, auto, up 7%. “We believe we are well-positioned for a great 2016 as we capitalize on our scale, political footprint and the popularity of live events, such as the Summer Olympics on our 14 NBC stations,” says CEO Vince Sadusky.
The FCC ownership regulations have shaped (warped?) today’s broadcasting business in many ways and determined what kind of station deals can and cannot be done. For example, the 39% cap means many large groups can’t merge because they are at or near the limit. But it so complicates their ability to exit the business.
Meredith told employees in a memo this morning that both boards of directors have approved and signed a merger agreement and it remains “confident in the strategic rationale behind the merger and the shareholder value it will create.” The memo went on to say Meredith is working on closing the deal “in a timely fashion.’”
Media General’s $2.4 billion agreement to acquire Meredith Corp. is dead, two sources close to the deal said. One day after news that a second major Media General shareholder opposed the deal, it has become clear that there is not enough shareholder support to approve it, two sources close to the situation said Tuesday.
Another investor has lined up against Media General’s bid to buy Meredith Corp. Oppenheimer, which owns a 7% stake in Media General, is not supporting the transaction, according to a letter the investor wrote to the Richmond, Va.-based operator of 71 TV stations last weekend, two sources close to the situation say.
DirecTV and Media General have reached a deal after marathon negotiations to avert a blackout of 62 TV stations in more than 40 markets. Details of the agreement were not disclosed but Media General confirmed the pact with a message posted on its station’s websites this morning. The sides were in negotiations Wednesday until well past midnight ET.
If Media General rejects its bid, Nexstar will circumvent the board and management and take its case directly to shareholders, say the securities analysts in a note to clients. In doing so, they add, it could up its bid from $14,50 to $17 a share to get the job done.
Negotiations to avoid blackouts of more than 100 TV stations carried by DirecTV and U-verse extended well into the night on Wednesday as both companies faced midnight ET deadlines on contracts with two large station groups. DirecTV and Media General late Wednesday agreed to push the deadline by three hours to midnight PT after a marathon negotiating session for retransmission consent rights to 62 stations. U-verse’s talks with Tribune Media for a new retrans pact covering 24 stations stretched late into the night on Wednesday.
Starboard Value LP, which owns about 4.5% of Media General stock, says it’s in the best interests of shareholders to jettison its deal to buy Meredith and “negotiate the best deal possible with Nexstar.” It also cautions the board not to take any action to frustrate shareholders’ ability to vote on any proposed transaction.
More than 150 TV stations run by Tribune Media, Tegna and Media General could disappear late Wednesday/early Thursday from Dish, DirecTV and AT&T U-Verse if carriage deals between the stations and system operators lapse. Each case appears to come down to price.
Charging that Media General deal to acquire Meredith is “value-destructive” and “ill-conceived,” Nexstar CEO Perry Sook says he is prepared to pay $14.50 for Media General, a 30% premium over Friday’s close. Sook said he had tried to buy Media General in August prior to its announcement to buy Meredith for $2.4 billion. The $4.1 billion price tag includes assumption of debt.
Washington Bureau Chief Jim Osman has hired Chance Seales and Mark Meredith to be the group’s national correspondents, and Alex Schuman to cover Congress. The bureau will launch today with coverage of the Pope’s visit.
The agreement covers 12 stations and more than six million TV households and runs until 2021.
Shareholders “seem both confused and disappointed,” writes analyst Marci Ryvicker. “According to our conversations, they feel that MEG [Media General] should not be re-entering the publishing space, that the price for [Meredith] is too high, and that the timing is just ‘strange.’ “
This week’s blockbuster merger of Media General and Meredith came as a surprise and has spawned a lot of questions. Here are just a few. Which of the stations in the six overlapping markets will be spun off? Why is Vince Sadusky being left behind? Who will oversee all the stations after the deal closes?
Media General Inc. is buying Meredith Corp. for $3.1 billion, including net debt, to create the third-largest local broadcaster, with 88 stations mostly in the eastern part of the country. Meredith is known for its suite of women’s magazines such as Better Homes and Gardens and Fit Pregnancy. But the real prize will be the revenue that the combined entity will generate from political advertisements as the contest to become the next president heats up.
Media General is paying $51.53 in cash and stock for each share of Meredith. Meredith CEO Stephen M. Lacy will head the merged company as CEO-president. Other senior management to be announced. Combined, the new Meredith Media General will have 88 stations in 54 markets reaching 30% of TV homes. But stations in six markets will be spun off to comply with FCC ownership limits.The deal, which is subject to government approval, is expected to close by June 30, 2016.
Brett Jenkins, VP and CTO of Media General, which now includes the former LIN Media stations, discusses the challenges of integrating the technical operations of both broadcast groups, how to deal with the upcoming spectrum repack, the growing role of digital and its unique demands, how technology is helping the group’s stations share local news stories and his thoughts about the future of terrestrial digital television.
The station group names veteran television development executive Tony Optican as head of programming to ramp up the company’s content strategy.
“The digital pace is much more difficult to predict versus television,” CEO Vince Sadusky said today in an earnings call with analysts. Also, Media General revenues and profits for the second quarter, while positive, failed to meet projections.
Net revenues rise to $321 million, with local up 9%, national down 2% and digital down 13%.
Media General ended its retransmission consent standoff with Mediacom late yesterday with an agreement that returned Media General stations to Mediacom systems in 14 markets. “We are pleased that Mediacom recognized the essential value of our top-rated programming, including local news, weather, sports, entertainment and other unique content, ” Media General said in a statement. “We regret the temporary disruption in service.”
NewsON is additional evidence that broadcasters have matured and recognized the wisdom of cooperation in the digital sphere. Founded by five major station groups, it plans to aggregate local newscasts from around the country and offer them on an ad-supported basis to consumers so they can watch on mobile devices or connected TVs. It could be another good opportunity for stations to deliver their news programming to the hard-to-reach viewers.
ABC O&Os, Hearst Television, Cox Media Group, Media General and Raycom Media have formed NewsON, an advertiser-supported service that beginning this fall will let viewers watch their local TV news on smartphones and tablets no matter where they are.
Media General taps Jim Osman to lead its new Washington bureau that will provide breaking news, political news and analysis, in-depth investigative reporting, and other stories to the company’s television stations in 48 markets nationwide, as well as its content-producing digital businesses.