Nexstar Broadcasting Group Inc. completed its previously announced acquisition of Media General Inc. in a cash and stock transaction worth about $4.6 billion.
Nexstar acquired all of the outstanding shares of Media General for $10.55 a share in cash, 0.1249 of one Nexstar class A common stock and one contingent value right, or CVR, for each Media General share. Each CVR will entitle former Media General stockholders to potential additional consideration from the net cash proceeds, if any, received from the sale of Media General's spectrum in the FCC's ongoing incentive action.
Nexstar Broadcasting will now be known as Nexstar Media Group Inc. The company's common stock will continue to trade on the Nasdaq Global Select Market under the symbol "NXST."
Nexstar also completed its previously announced divestitures of 13 TV stations for a total consideration of $548 million. Based on additional identified synergies and recent operating results, Nexstar increased its proforma average annual free cash flow guidance for the 2016-2017 cycle to about $565 million, or slightly more than $12 per share, up from prior guidance of $540 million.
The deal increases Nexstar's broadcast portfolio by about two-thirds, doubling its audience reach, providing entry to 15 new top-50 designated market areas and offering synergies related to the increased scale of the combined digital operations, according to a Jan. 17 news release. As a result, Nexstar Media Group's broadcast and digital platform will have an annual revenue in excess of $2.3 billion.
Bank of America Merrill Lynch was the financial adviser and Kirkland & Ellis LLP was the legal counsel to Nexstar on the deal. RBC Capital Markets LLC and Goldman Sachs & Co. acted as financial advisers to Media General and Fried Frank Harris Shriver & Jacobson LLP and Weil Gotshal & Manges LLP acted as its legal counsel.