Nexstar Completes Negotiation Of Transaction Terms With Media General

(RTTNews) - Nexstar Broadcasting Group Inc. (NXST) said that it has completed the negotiation of terms for a transaction with Media General, Inc. (MEG) under which Nexstar would acquire Media General for $10.55 per share in cash and 0.1249 of a share of Nexstar Class A common stock for each Media General share.

In addition, the terms contemplate additional consideration to Media General shareholders in the form of a contingent value right or "CVR" for each Media General share entitling Media General shareholders to net cash proceeds as received from the sale of Media General's spectrum in the FCC's upcoming spectrum auction.

The negotiated transaction reflects a value of $17.66 per Media General share based on Nexstar's closing share price on January 6, 2016, plus the value of the CVR.

Media General confirmed that it has completed the negotiation of terms for a transaction under which Nexstar Broadcasting Group, Inc. would acquire Media General.

Nexstar said it looks forward to signing a definitive agreement with Media General as soon as Media General's transaction with Meredith Corp. (MDP) has been terminated by either party or following a Media General shareholder vote in which the Media General/Meredith transaction is not approved. Nexstar noted that the form of merger agreement between Nexstar and Media General has already been fully negotiated.

Nexstar also noted that it intends to divest the TV stations necessary to obtain FCC regulatory approval of the proposed transaction. In addition, two Media General directors would join the Nexstar Board of Directors at closing.

The negotiated transaction would not be subject to any financing condition. Nexstar has worked with banks willing to provide commitment letters for approximately $4.7 billion in financing in support of the transaction as soon as the negotiated merger agreement is executed.

Because the Meredith-Media General merger agreement has not been terminated, there can be no assurance that any transaction with Media General will result.