Nexstar, Media Gen Shareholders OK Merger

At separate meetings today, shareholders of Nexstar Broadcasting Group and Media General approved Nexstar’s acquisition of Media General.

Upon completion of the transaction, expected later this year, Nexstar will change its name to Nexstar Media Group Inc. with Nexstar Chairman-President-CEO Perry Sook, EVP-CFO Thomas Carter and EVP/Co-COOs Timothy Busch and Brian Jones retaining those positions at the combined company, which will remain headquartered in Irving, Texas.

Concurrent with the completion of the transaction, Nexstar’s board of directors will be expanded from seven members to nine members as two current members of the Media General board will be appointed to serve as directors of Nexstar. The common stock of the new Nexstar Media Group, including shares issued pursuant to the transaction as partial consideration to Media General shareholders, will be listed on the Nasdaq Global Select Market and will retain Nexstar’s current trading symbol, “NXST.”

Nexstar Chairman Sook said: “Today’s shareholder votes were another important milestone toward completing the acquisition of Media General later this year. We are pleased by the support of our shareholders, which we believe reflects their confidence in the significant near- and long-term value this transaction will create for investors in both companies.

“Over the last several months we have made continued progress towards the completion of the transaction, including regulatory filings, financing-related rating agency meetings and reviews and recent announcements of planned station divestitures at an aggregate value and multiple consistent with our expectations. In addition, we are making great progress with our post-acquisition integration facilities and team planning. Based on our work to date, we are highly confident in our expectation that the new Nexstar Media Group will be strongly positioned for consistent long-term success.

“Nexstar Media Group is expected to increase our legacy broadcast portfolio by approximately two thirds and more than double our audience reach while presenting opportunities related to the increased scale and complementary nature of the combined digital media operations, which we intend to manage to profitability. Financially, the transaction is expected to more than double our revenue and adjusted EBITDA and be immediately accretive upon closing.

“Using what are currently conservative expectations for the cost of financing the transaction and identified year one synergies of $76 million, Nexstar Media Group is expected to generate over $500 million of average annual free cash flow, with annual free cash flow per share expected to approximate $11.15 per year over the 2016-17 period on a pro forma basis. We intend to initially allocate free cash flow to leverage reduction and expect covenant leverage to approximate 4.5x by year end 2016, assuming no net proceeds from the Federal Communication Commission’s upcoming incentive auction. We expect to commence financing activities related to the transaction in the coming weeks, after which we will continue to pursue remaining regulatory approvals and the completion of the transaction.”

Vincent L. Sadusky, president-CEO of Media General, said: “Today’s vote is an important step toward providing Media General shareholders with substantial and immediate value through the transaction with Nexstar, as well as the opportunity to participate in the significant upside potential of the combined company. Together with Nexstar, we will deliver comprehensive, integrated and competitive offerings across all markets for the benefit of advertisers, brands and consumers. I look forward to our continued close work with the Nexstar team to realize the significant value of this compelling combination.”

The transaction is subject to customary closing conditions, including the approval of the FCC, expiration or termination of applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and certain third-party consents.

In addition to approving the proposed acquisition of Media General by Nexstar, Nexstar shareholders elected Lisbeth McNabb and C. Thomas McMillen to serve as Class I directors until the date of Nexstar 2019 annual meeting and ratified the selection of PricewaterhouseCoopers LLP as Nexstar’s independent registered public accounting firm for the year ending Dec. 31.