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Media General, Inc.
MEG and LIN Media LLC
LIN today announced 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 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 long-term 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 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
www.mediageneral.com in the Investor Relations section.
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