Richmond, VA (KXAN) – Media General, Inc. and Austin-based LIN Media LLC, owner of NBC affiliate KXAN, The CW affiliate KNVA and MyNetworkTV affiliate KBVO announced Friday a definitive merger agreement that will create the second largest pure-play television broadcasting company in the U.S.
Under the terms of the agreement, and based on Media General’s trailing 20-day volume weighted average price on March 19, 2014, the shareholders of LIN Media will receive aggregate consideration valued at $1.6 billion in a combination of stock and cash, or approximately $27.82 per share if prorated ratably, which represents a 28% premium to LIN Media’s trailing 20-day volume weighted average price on March 19, 2014. Based on LIN Media’s pro forma net debt balance of $968 million at December 31, 2013, the transaction enterprise value is approximately $2.6 billion.
As contemplated by the transaction, Media General has formed a new holding company, which after closing will be named Media General. Media General shareholders will receive one share of the new holding company for each share of Media General that they own upon closing. LIN Media shareholders will receive for each LIN share, at their election, $27.82 in cash or 1.5762 shares of the new holding company, subject to proration. The aggregate cash amount available for LIN Media shareholders electing cash is $763 million. Upon the closing of the transaction, LIN Media shareholders will own approximately 36% of the fully-diluted shares of the new holding company.
Together, Media General and LIN Media will own and operate or service 74 stations across 46 markets, reaching approximately 26.5 million households, or 23%, of U.S. TV households. The companies’ current TV portfolio includes 33 Big Four network-affiliated TV stations located in the Top 75 DMAs, 39 Big Four network-affiliated TV stations ranked #1 or #2 in their respective markets and the second-largest CBS affiliate group in the U.S., as measured by revenue. Media General expects certain of these stations to be swapped or otherwise divested in order to address regulatory considerations. In addition to the websites associated with each TV station, Media 2 General’s digital media portfolio will include LIN Digital, LIN Mobile, Dedicated Media, HYFN, Nami Media and Federated Media. This portfolio is poised to grow rapidly.
Media General and LIN Media believe the transaction will deliver substantial value to shareholders, customers and employees by creating significant strategic and financial benefits, including: ownership of marquee TV stations in attractive markets; industry-leading news and digital operations; strong asset diversification across broadcast networks and geographic footprint; approximately $70 million of annual run-rate synergies within three years after closing; strong balance sheet, significant free cash flow, and an immediately accretive transaction; expected pro forma net leverage at closing of less than 5.0x, based on 2013/2014 average pro forma adjusted EBITDA; and the opportunity, post closing, to continue growing and expanding the company.
Upon closing of the transaction, Vincent L. Sadusky, LIN Media’s President and Chief Executive Officer, will become President and Chief Executive Officer of Media General. J. Stewart Bryan III will continue to serve as Chairman of the Board. The new company will remain headquartered in Richmond, VA.
Media General Chairman Bryan said, “Combining Media General and LIN Media will create the second largest pure-play TV broadcasting company in the United States, a financially strong organization that will have opportunities for profitable growth greater than either company could achieve on its own. Our two companies share a deep commitment to operating top-rated stations, to providing our local markets with excellent journalism and to engaging in meaningful ways with the communities we serve. The prospects for digital media growth are particularly exciting. I look forward to welcoming Vince and LIN Media’s employees to Media General.”
Douglas W. McCormick, Chairman of the Board of LIN Media, said, “We are pleased to have found an outstanding strategic business partner in Media General, with its strong stations, diverse footprint and commitment to lead the industry. Vince and his team have done an exceptional job growing and evolving LIN Media over the years to be one of the most innovative and successful multimedia companies in the business. This merger will create a stronger, more efficient company that can capitalize on its position of great strength.
Importantly, it will provide shareholders of both companies with a compelling opportunity to participate in the longterm upside potential of the combined company.”
George L. Mahoney, President and Chief Executive Officer of Media General, said, “This merger is a game changing opportunity for both companies, substantially increasing shareholder value, providing a strong balance sheet and creating immediate and very significant free cash flow that will enable further growth. We’ve long admired LIN Media and, as we’ve gotten to know their organization better as this transaction has developed, we are more certain than ever that our shared values and common culture will benefit both our stations and the communities we serve. We look forward to a seamless integration of the two companies as we also deliver quickly on the synergies we have identified. It is a terrific transaction.”
Vincent L. Sadusky, President and Chief Executive Officer of LIN Media, said, “This is an exciting and historic day for both companies. The merger of two highly respected broadcasters with superior television and digital assets creates maximum value for shareholders and provides us the scale, breadth and resources to compete more effectively in the rapidly evolving media landscape. Together, we will be able to better serve our local communities throughout our significant and diverse geographic footprint and further grow our national digital business. I am honored to lead our new company, deliver important synergies and achieve new levels of success.”
RBC Capital Markets has agreed to provide $1.6 billion in total committed financing to Media General in support of the transaction. At closing, pro forma net leverage is expected to be less than 5.0x, based on 2013/2014 average year pro forma adjusted EBITDA.
The new Media General common stock will be listed on the NYSE and trade under the symbol MEG, subject to NYSE approval of the listing of the new shares. Upon the closing, the initial Board of Directors of Media General 3 will consist of 11 directors, seven of which will be designated by Media General and four of which will be designated by LIN Media. Mr. Sadusky will be one of the four directors designated by LIN Media.
The transaction has been unanimously approved by the Media General Board of Directors and the LIN Media Board of Directors. The transaction is subject to customary closing conditions for a transaction of this nature, including the approval of Media General and LIN Media shareholders, the Federal Communications Commission, clearance under the Hart-Scott-Rodino Antitrust Improvements Act and customary third-party consents. The companies anticipate that station divestitures in certain markets will be required in order to address regulatory considerations. Media General and LIN Media will convene special shareholder meetings to vote on the transaction. Royal W. Carson, III, a director of LIN Media, and affiliates of HM Capital Partners I LP HMC, who together beneficially own all of the LIN Media Class C shares and therefore possess 70% of LIN Media LLC’s combined voting power, have agreed to vote in favor of the transaction. Affiliates of Standard General, which hold approximately 30% of Media General’s shares, have also agreed to vote in favor of the transaction. The time, location and other details regarding these meetings will be communicated to each company’s respective shareholders at a later date. Media General and LIN Media will file a joint proxy statement with the SEC regarding the transaction. The transaction is expected to close in early 2015.
The merger agreement will be included in a Form 8-K to be filed shortly with the SEC. The 8-K filing will be available on Media General’s website http://www.mediageneral.com in the Investor Relations section.
The merger agreement provides for a so-called “window-shop” period through April 25, 2014, during which LIN Media may provide certain information to third parties who submit an acquisition inquiry (subject to certain procedures). In addition, subject to certain procedures, LIN Media is permitted to enter into discussions and negotiations with third parties that submit a qualifying superior acquisition proposal, and may enter into or recommend a transaction with third parties that submit a qualifying superior acquisition proposal. A successful competing bidder who makes a qualifying superior acquisition proposal during the window-shop period and who enters into a qualifying superior transaction with LIN Media prior to May 15, 2014 would bear a $26,600,000 termination fee (approximately 1.625%). For a competing bidder who did not submit a qualifying superior acquisition proposal during the window-shop period or who does not enter into a qualifying superior transaction with LIN Media prior to May 15, 2014, the termination fee would be $57,300,000.
RBC Capital Markets, LLC is providing financial advice and Fried, Frank, Harris, Shriver & Jacobson LLP is serving as legal advisor to Media General. J. P. Morgan is providing financial advice and Weil, Gotshal & Manges LLP is serving as legal advisor to LIN Media.