Prather Buys 5 TVs From Nexstar-Media Gen.

A partnership of Bob Prather’s Heartland Media and MSouth Equity Partners — USA Television MidAmerica Holdings — has agreed to purchase five Big Four affiliates being spun off by the merger of Nexstar Broadcasting and Media General for $115 million, it was announced today.

The stations:

“My plan is to follow the same formula I began back when my partner and I bought control of Gray Television in 1993,” said Prather, who was once COO of Gray. “That is, build a television group by acquiring No. 1-rated stations, Big Four affiliates with strong local news operations targeting university towns and state capitols that are deeply ingrained in the fabric of their communities.”

MSouth is a private equity firm based in Atlanta. According to its website, USA Television MidAmerica Holdings is its only media play.

On Jan. 27, Nexstar and Media General entered into a definitive $4.6 billion merger agreement whereby Nexstar will acquire all outstanding shares of Media General. The planned divestiture of WFFT, KIMT, WTHI, WLFI and KQTV reflects Nexstar’s stated intention to divest certain television stations in order to comply with the FCC’s local and national television ownership rules and to obtain FCC and Department of Justice approval of the merger.

Last week, shareholders of both Nexstar and Media General approved Nexstar’s acquisition of Media General.

The sale of the five stations 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.

Nexstar said the total gross consideration for all recently announced station divestiture agreements related to the Media General transaction (including USA TV, Gray Television Group, Graham Media Group, Bayou City Broadcasting Lafayette and Marquee Broadcasting) 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 served as the lead financial adviser and Deutsche Bank Securities was co-adviser for Nexstar in connection with the proposed station sale. MMTC Media and Telecom Brokers served as a co-broker for the transaction. Kirkland & Ellis served as legal counsel for Nexstar and Fried, Frank, Harris, Shriver & Jacobson served as legal counsel for Media General. Sutherland Asbill & Brennan served as legal counsel for USA TV.