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Nexstar completes Tribune Media acquisition

Nexstar Media Group Inc. completed the acquisition of Tribune Media Co. in an accretive transaction valued at about $7.2 billion, creating the largest pure-play local broadcast television and digital media company in the U.S.

The transaction includes the assumption of Tribune Media's outstanding debt. Pursuant to the merger agreement, Nexstar acquired all outstanding shares of Tribune Media for $46.687397 per share in cash, inclusive of $0.187397 per share to reflect the final closing date relative to the Aug. 31 targeted closing date.

"The completion of our accretive acquisition of Tribune Media increases Nexstar's geographic diversity and audience reach with national coverage and an expanded presence in top 50 DMAs, while offering complementary media assets and investments, scale driven synergies and further cash flow diversification," Nexstar CEO, President and Chairman Perry Sook said in a Sept. 19 statement.

Three former members of Tribune Media's senior management team have joined Nexstar.

Sean Compton was named executive vice president, WGN America (US), WGN Radio and director of content acquisition. He will oversee Nexstar's programming acquisitions across all television platforms. Dana Zimmer was named executive vice president and chief distribution and strategy officer. In this role, Zimmer will be responsible for the distribution and monetization of Nexstar's broadcast and television content portfolio to distributors. Gary Weitman was named executive vice president and chief communications officer. Weitman will lead Nexstar's internal and external communications, media relations and employee communication.

Nexstar also completed the divestitures of 21 television stations for a total consideration of about $1.33 billion, inclusive of a purchase price adjustment for two Indianapolis stations sold to Circle City Broadcasting I Inc.

Nexstar expects first-year operating synergies of approximately $185 million, an increase from its prior estimate of $160 million.

E.W. Scripps Co. acquired eight television stations in seven markets. These include WPIX, The CW (US) affiliate in New York City; The CW-affiliate KASW in Phoenix; The CW-affiliate WSFL in Miami-Fort Lauderdale, Fla.; the FOX (US)-affiliate KSTU in Salt Lake City; the CBS (US)-affiliate WTKR and The CW-affiliate WGNT in Norfolk, Va.; the CBS-affiliate WTVR in Richmond, Va.; and the FOX-affiliate WXMI in Grand Rapids, Mich.

The acquisition grows the Scripps local television station footprint to 60 stations in 42 markets.

Additionally, TEGNA Inc. acquired 11 Nexstar local television stations for $740 million in cash. These include the FOX/The CW affiliates WTIC/WCCT in Hartford-New Haven, Conn.; the FOX-affiliate WPMT in Harrisburg-Lancaster-Lebanon-York, Pa.; the ABC (US)/The CW affiliates WATN/WLMT in Memphis, Tenn.; the ABC-affiliate WNEP in Wilkes Barre-Scranton, Pa.; the ABC/The CW affiliates WOI/KCWI in Des Moines-Ames, Iowa; the FOX-affiliate WZDX in Huntsville-Decatur-Florence, Ala.; the ABC-affiliate WQAD in Davenport, Iowa, and Rock Island-Moline, Ill.; and the CBS-affiliate KFSM in Fort Smith-Fayetteville-Springdale-Rogers, Ark.

TEGNA will finance the purchase through available cash and borrowing under its existing credit facility. Following the acquisition, TEGNA owns or operates 62 television stations across 51 markets.

Bank of America Merrill Lynch acted as financial adviser, and Kirkland & Ellis LLP and Wiley Rein LLP acted as legal counsel to Nexstar in connection with the transaction. Moelis & Co. and Guggenheim Securities acted as financial advisers to Tribune Media, and Debevoise & Plimpton LLP and Covington & Burling LLP acted as its legal counsel.