Media General, LIN To Divest TV Stations, Amend Merger Agreement

(RTTNews) - Media General Inc (MEG) and LIN Media LLC (LIN) Wednesday agreed to divest television stations in five markets to comply with regulatory rules as they seek approval for their merger. The two companies also amended their merger agreement.

Media General said gross proceeds for all stations to be divested will be about $360 million, and the purchase price for the stations to be acquired will be about $177 million.

Sinclair Broadcast Group Inc (SBGI) will acquire Media General's NBC affiliate in the Providence, RI-New Bedford, MA market (WJAR-TV) and LIN Media's FOX and CW affiliates in the Green Bay-Appleton, WI market (WLUK-TV and WCWF-TV, respectively).

Sinclair will also acquire certain assets of WTGS-TV, the FOX affiliate in the Savannah, GA market, and the rights to acquire the principal assets of WTGS-TV from WTGS Television, LLC.

Media General will acquire Sinclair's FOX and CW affiliates in the Colorado Springs-Pueblo, CO market (KXRM-TV and KXTU-LD, respectively) and Sinclair's MyNetworkTV affiliate in the Tampa-St. Petersburg-Sarasota, FL market (WTTA-TV).

Hearst Corp will acquire Media General's NBC affiliate in the Birmingham, AL market (WVTM-TV) and LIN Media's ABC affiliate in the Savannah, GA market (WJCL-TV).

Meredith Corp will acquire LIN Media's FOX affiliate in the Mobile, AL-Pensacola, FL market (WALA-TV).

Media General and LIN Media also announced an amendment to their merger agreement, and as a result, today's special shareholder meetings for both companies will be convened and then adjourned to October 6 to give shareholders time to review the new terms.

The amendment to the merger agreement follows an announcement made that there will be an affiliation change to one of LIN Media's television stations.

The merger consideration for each LIN Media common share will now be either $25.97 in cash or 1.4714 shares of the new holding company, subject to proration.

The maximum cash amount that will be paid to the LIN shareholders remains $763 million.

Media General shareholders will continue to receive one share of the new holding company for each share of Media General that they own upon closing.

It is anticipated that, upon the closing of the transaction, Media General's former shareholders will own about 67 percent, and LIN Media's former shareholders will own the rest of the new holding company.