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  • Thu, Oct. 6, 7:45 PM
    • Nexstar (NXST +0.3%) chief Perry Sook says he's a "patient man," but he's eager to get FCC sign-off on the company's deal for Media General (NYSE:MEG).
    • Named today one of the Library of American Broadcasting Foundation's 2016 industry giants, Sook suggested he's ready to get on with creating Nexstar Media -- a giant TV group which would have 171 full-power broadcast stations.
    • A slow-going FCC broadcast incentive spectrum auction is dragging the deal out, however. The agency said it wouldn't approve deals until the completion of the process, which is at least a couple of months away if not falling into 2017.
    • The company cleared antitrust issues and locked down a $2.75B loan, key to buyout financing. It's also filed a supplement to a waiver request with the FCC, pushing for prompt approval of the deal.
    • Sook says the new company will be more multiplatform than traditional TV group. “My job is to remind everyone that we are a local media business," he says. "We are in the business of creating and distributing local, relevant content ... and we help local businesses grow.”
    | Thu, Oct. 6, 7:45 PM
  • Tue, Sep. 27, 7:32 PM
    • Nexstar Broadcasting (NXST -0.4%) has priced a $2.75B term loan at a lower cost than it expected -- saving millions, it says, and locking down the financing for its acquisition of Media General (MEG -0.1%).
    • The company priced a $2.75B term loan B facility at 99.75% of face value, bearing interest at Libor plus 3% (with a 0% Libor floor), and a seven-year maturity.
    • Nexstar will use proceeds along with $900M from previously issued senior notes, cash from asset divestitures and some new stock issuance to fund the acquisition, repay its credit facilities, repay Media General indebtedness and cover fees and expenses tied to the deal.
    • With the major piece done, Nexstar says it will see interest expense $60M/year lower than it forecast, which should result in $40M of additional pro forma free cash flow. That means total free cash flow annually of $540M on average over the 2016-2017 period, it says.
    • Nexstar has filed a supplement to its waiver request with the FCC pushing for prompt approval of the deal.
    | Tue, Sep. 27, 7:32 PM
  • Tue, Sep. 13, 12:05 PM
    • The FCC is more likely to approve the $4.6B merger of Nexstar Broadcasting (NXST -1.5%) and Media General (MEG -1%) with Justice Dept. antitrust concerns in the rear-view mirror, a source tells CTFN.
    • Georgetown professor Andrew Jay Schwartzman says new FCC rules permitting transferability of joint sales agreements clears the way: "I don’t know but I’m pretty sure that this eliminates most of the obstacles that the FCC is going to have towards approving the Nexstar transaction."
    • The bigger catch is the FCC's dark period for approving deals while the broadcast incentive spectrum auction is under way. Stage 2 of that auction resumes today, but the sale is increasingly likely to last into 2017.
    | Tue, Sep. 13, 12:05 PM
  • Fri, Sep. 2, 11:54 AM
    • Nexstar Broadcast Group (NASDAQ:NXST) has gotten its antitrust approval to buy Media General (NYSE:MEG) for $4.6B.
    • NXST is up 2.1%; MEG is up 1.5% and just pennies off its 52-week high.
    • The Justice Dept. gave its OK today, conditioned on the fact that Nexstar must divest seven stations (in six markets) to upfront buyers that the department has approved. Without such divestitures, Justice says, ad prices and fees charged to MVPDs would increase in those markets.
    • Technically, the DOJ filed a civil antitrust suit simultaneously with a proposed settlement requiring Nexstar to sell WBAY in Green Bay to Gray Television; WSLS in Roanoke-Lynchburg to Graham Holdings; KADN and KLAF in Lafayette to Bayou City Broadcasting Lafayette; STHI in Terre Haute to USA Television MidAmerica Holdings; WFFT in Fort Wayne to USA Television; and KWQC in Quad Cities to Gray.
    • Previously: Nexstar selling two stations to Gray Television for $270M (Jun. 03 2016)
    • Previously: Nexstar divests five stations to aid pursuit of Media General (May. 27 2016)
    | Fri, Sep. 2, 11:54 AM
  • Wed, May 25, 3:47 PM
    • A ruling that orders the FCC to update media-ownership rules may play a part in the agency's review of Nexstar Broadcasting's (NXST +0.9%) $4.6B offer for Media General (MEG +0.2%).
    • The issue concerns joint sales agreements that Nexstar doesn't want to dissolve. The company has requested a nine-year waiver on those rules concerning five TV markets, while critics say a long waiver would hinder diversity that is enforced in part by a cap limiting group ownership reach to 39% of TV households.
    • A full change by the FCC may be a while coming, while it finishes the broadcast incentive spectrum auction. Meantime, broadcasters have asked the courts to "wipe all the rules off the books in response."
    • The court said that while the judiciary owes deference to agencies, “we also recognize that ‘at some point, we must lean forward from the bench to let an agency know, in no uncertain terms, that enough is enough.’ ”
    | Wed, May 25, 3:47 PM
  • Tue, May 24, 11:50 AM
    • The FCC's approach to a license transfer in Nexstar Broadcasting's (NXST +1.5%) $4.6B deal to acquire Media General (MEG +0.9%) might be indicative of a difficult review ahead.
    • Barbara Esbin, an attorney representing the American Cable Association, notes that the FCC set up the review uncommonly as a "permit-but-disclose" proceeding, which allows anyone who wants to discuss the transaction to come and talk with the FCC without parties present -- provided they then disclose the presentation they made in a filing within two days.
    • “I think this is an early sign that the FCC has concerns about this … license transfer,” she said. “This is very unusual in a broadcast license proceeding.” A significant number of petitions to deny could gum up the works for a while.
    • Source: CTFN
    | Tue, May 24, 11:50 AM
  • Thu, Apr. 21, 1:58 PM
    • Nexstar Broadcasting (NASDAQ:NXST) is pushing back against conditions pressed for by opponents of its $4.6B deal to acquire Media General (NYSE:MEG).
    • Nexstar says there's "no evidence" that the deal will result in higher costs for consumers or other harms. In fact, if the company can get higher retrans fees, “compensating broadcasters for the value that they deliver to viewers…is not against the public interest, and is a market driver for those broadcasters to increase the value they bring to viewers, benefiting both MVPD subscribers and over-the-air viewers.”
    • Amid a bitter retransmission dispute earlier this year, Cox Communications (the third-largest cable system) said it would oppose the merger and encourage its customers to take action as well.
    • Nexstar said Dish Network and other critics "have no evidence whatsoever" to support claims that channel blackouts are likely to rise as a result of the deal. It says that like other non-vertically integrated broadcasters, it has the same economic incentive to reach deals with program distributors.
    • Now read Unwarranted Selloff Provides Opportunity In Nexstar Broadcasting »
    | Thu, Apr. 21, 1:58 PM
  • Wed, Apr. 6, 1:29 PM
    • Media General (MEG +0.6%) has amended a lawsuit it filed in a Georgia station dispute that may prove key to its planned merger with Nexstar Broadcasting (NXST +1.2%).
    • Last month Media General had decided to "go hard" against Gray Television (GTN +1.5%) and Schurz Communications over WAGT-TV in Augusta, Ga.
    • Media General had secured a lower-court injunction (since stayed) blocking Gray from taking over the station and putting its spectrum into the broadcast incentive auction, as WAGT had applied to do. WAGT's opening bid price in the auction is among the highest, at $210.4M.
    • But Media General has dropped opposition to Gray's takeover in one court while telling another that it should get all of any auction proceeds. Media General was tied up in a joint sales agreement at the station with Schurz -- the station's former owner that got bought out by Gray.
    • The FCC had made unwinding the JSA between Media General and Schurz a condition for approving Media General's merger with Nexstar.
    • Now read Past Peak Trump? »
    | Wed, Apr. 6, 1:29 PM
  • Tue, Mar. 22, 3:52 PM
    • Media General (NYSE:MEG) has taken an afternoon dip, now down 2.3% on heavy volume, as dealReporter says a Georgia station dispute with Gray Television (NYSE:GTN) could hurt its chances for FCC clearance of a merger with Nexstar Broadcasting.
    • Volume in Nexstar (NXST -2.6%) has ticked up this afternoon as well.
    • Media General has decided to "go hard" against Gray and Schurz Communications over WAGT-TV in Augusta, Ga., dealReporter says -- an odd stance since Media General is seeking an OK for a broad station merger with Nexstar.
    • More on the Media General/Nexstar deal
    | Tue, Mar. 22, 3:52 PM
  • Mon, Mar. 7, 3:51 PM
    • Tribune Media (NYSE:TRCO) -- which jumped last Monday after an earnings beat and news that it would explore a sale that could include a split-up -- may be trying to sell itself in one piece, CTFN reports.
    • Parts may be a little more valuable separately, but the assets are diverse and an all-at-once sale will be easier to pull off, banker sources say.
    • One said that Tribune parts are worth about $2B-$3B more than current enterprise value.
    • Private equity may take on the task of buying the whole company and then splitting it for value. A total sale would be complicated by complicated ownership rules regarding Tribune's broadcast station portfolio; eventual buyers for those could include Sinclair (NASDAQ:SBGI), Media Genera (NYSE:MEG), Nexstar (NASDAQ:NXST) and Hubbard.
    • TRCO is up 28.9% since last week's report.
    • Previously: Tribune Media +9.3%; Q4 beats, exploring sale (Feb. 29 2016)
    | Mon, Mar. 7, 3:51 PM
  • Thu, Jan. 28, 11:40 AM
    • Cox Communications, the nation's third-largest cable company, says it will oppose Nexstar's (NXST -3.3%) $4.6B deal to acquire Media General (MEG -0.1%), heading to the FCC to complain and encouraging customer action as well.
    • “Nexstar should not be allowed to become a larger company, which would force more cable TV/satellite companies and ultimately customers to pay higher fees for retransmission consent," Cox said. "This merger is bad for business, bad for consumers and is not in the public interest."
    • A combined Nexstar Media Group would have 171 full-power broadcast stations, most in the country.
    • Cox and Nexstar also happen to be in a pitched retransmission fight that threatens a blackout without some progress by tomorrow's deadline. Nexstar sees a merger as a way to improve its scale and position in retransmission negotiations.
    • Previously: Meredith clears way; Nexstar to buy Media General in $4.6B deal (Jan. 27 2016)
    • Previously: Nexstar, Cox facing distribution deal deadline (Jan. 25 2016)
    | Thu, Jan. 28, 11:40 AM
  • Wed, Jan. 27, 6:08 PM
    • Of the media companies in a three-way M&A triangle, Meredith Corp. (NYSE:MDP) fared the best today, moving up 5.1%, with no shortage of catalysts as it scored a $60M breakup fee along with first-look rights at some Media General (NYSE:MEG) assets, and posted an earnings beat in its Q2 results.
    • Nexstar (NASDAQ:NXST) -- which will now buy Media General for $4.6B -- closed down 4.6%.
    • Asked about other M&A possibilities for Meredith on its earnings call, CEO Steve Lacy hinted at staying tuned. "The television M&A world ... is going to be a little quiet till we get through the [spectrum] auction."
    • "I love our position, with very, very low leverage and really cheap debt," he noted. In addition to that, though, "we have some digital assets that we're interested in. One of them interestingly enough would be beneficial for our Local Media and our National Media business and we're going to be presenting a couple of them to our board this coming weekend."
    • The dividend is "very attractive" yielding almost 5%, and buybacks are on the horizon as well, says CFO Joe Ceryanec: "We have not been able to buy our shares back while we've been under the merger agreement and now that's behind us."
    • Previously: Meredith up 3.2%; profits beat as nonpolitical ad revenues grow (Jan. 27 2016)
    • Previously: Meredith clears way; Nexstar to buy Media General in $4.6B deal (Jan. 27 2016)
    | Wed, Jan. 27, 6:08 PM
  • Wed, Jan. 27, 9:03 AM
    • As expected, Meredith Corp. (NYSE:MDP) has agreed to terminate its agreement to be bought by Media General (NYSE:MEG), clearing the way for a definitive deal for Nexstar Broadcasting (NASDAQ:NXST) to buy Media General at a higher price.
    • Nexstar has an agreement to pay $4.6B in cash and stock to create the Nexstar Media Group. Media General is up 2.1% premarket.
    • Meredith will receive $60M in cash and the right to negotiate for some Media General assets as part of its breakup deal.
    • Nexstar will acquire all shares of Media General for $10.55/share in cash and 0.1249/share of Nexstar Class A common stock for each MEG share, along with a contingent value right tied to any proceeds Media General sees from the FCC broadcast incentive auction.
    • "While we still believe in the strategic and financial benefits a merger with Media General (MEG) would have created, we are pleased with the financial benefits of the termination agreement and the shareholder value created," says Meredith chief Stephen Lacy.
    • Previously: Bloomberg: Meredith set to allow Nexstar-Media General deal (Jan. 26 2016)
    | Wed, Jan. 27, 9:03 AM | 4 Comments
  • Tue, Jan. 26, 12:02 PM
    • Negotiations between Meredith (MDP +1.4%) and Media General (MEG +2.7%) are moving along, Bloomberg reports, with Meredith close to being ready to walk away from their merger deal and allow Nexstar (NXST +2.7%) to buy Media General.
    • Meredith is nearing a deal for a $60M breakup fee with no extra money, with an announcement that could come tomorrow along with Meredith's earnings.
    • Nexstar has offered to buy Media General for about $2.3B, but that deal can't move ahead until Meredith releases Media General from its own deal to buy Meredith for $2.4B.
    | Tue, Jan. 26, 12:02 PM
  • Mon, Jan. 11, 9:17 AM
    • Nexstar Broadcasting (NASDAQ:NXST) says this morning that it's committed to completing a merger with Media General (NYSE:MEG), and will take "all necessary actions" to consummate the deal amid a hot competition with Meredith Corp. (NYSE:MDP).
    • "As described by Media General in its most recent S-4 filing, Meredith's proposed no-premium merger of equals transaction is not competitive with Media General's proposed transaction construct with Nexstar," says Nexstar CEO Perry Sook.
    • Sook says if Meredith persists in taking its agreed-upon acquisition by Media General to the Media General shareholders in the next 60 days, it will fail.
    • He's pointing to $4.7B in financing ready for the transaction and believes Nexstar can quickly sign a definitive deal as soon as Media General stockholders reject the Meredith transaction, if the companies don't kill the deal sooner.
    • Previously: Media General downgraded at Gabelli; Benchmark trims target (Jan. 08 2016)
    • Previously: Meredith offers 'merger of equals' to keep Media General deal alive (Jan. 07 2016)
    • Previously: NXST -5.8%, MEG +2.4% as Media General says it's reached $17.66/share terms (Jan. 07 2016)
    | Mon, Jan. 11, 9:17 AM
  • Thu, Jan. 7, 9:53 AM
    • With Media General (MEG +3.4%) and Nexstar (NXST -4.5%) apparently coming to terms of a Nexstar buyout of MEG for around $17.66/share, Meredith Corp. (MDP -1.6%) -- which had a merger agreement in place with Media General -- has proposed a merger amendment to keep its deal alive.
    • Meredith says it's offering a "merger of equals" with more than $20/share in near-term value to MEG shareholders, including $3.90/share in cash (about $510M total), a share of "Meredith Media General" for each MEG share (implied pro forma equity value of $14.94/share based on a 9x EBITDA multiple) and a CVR for the value of Media General spectrum in the FCC's incentive auction.
    • The company also says that "Meredith Media General" would pay an annual dividend starting at $0.68/share. Media General shareholders would have 50.2% of the new company and Meredith shareholders would get $14.95/share in cash (total proceeds of about $685M).
    • Meredith has canceled its planned presentation today at the Citi Internet, Media & Telecommunications Conference.
    • So far, Meredith has been unwilling to cancel the existing merger agreement -- a necessary precondition to Nexstar buying Media General. That unwillingness is prompting Media General to call a shareholder meeting to vote on the Meredith deal as soon as possible.
    • Previously: NXST -5.8%, MEG +2.4% as Media General says it's reached $17.66/share terms (Jan. 07 2016)
    | Thu, Jan. 7, 9:53 AM | 1 Comment