Nexstar Media Group Inc. is selling 19 television stations in 15 markets for $1.32 billion in cash following the acquisition of Tribune Media Co. by Nexstar.
TEGNA Inc. will buy 11 stations in eight markets for $740 million, while E.W. Scripps Co. will acquire eight stations in seven markets for $580 million. Nexstar is also in talks to sell two other stations in Indianapolis, the company said March 20.
The sale of the 19 TV stations is part of Nexstar's efforts to comply with the U.S. Federal Communications Commission's local and national television ownership rules and to obtain regulatory approval for its proposed Tribune deal.
Nexstar plans to use the net proceeds from the divestitures to fund the Tribune acquisition and to reduce debt. The planned divestiture of the stations is subject to regulatory approvals, the closing of the Nexstar-Tribune transaction and other customary closing conditions.
The purchase price for the stations E.W. Scripps agreed to buy is $505 million for six markets and $75 million for WPIX, The CW (US) affiliate in New York City. E.W. Scripps has granted Nexstar the option to buy back WPIX in New York City. The option is exercisable from March 31, 2020, through the end of 2021.
The other stations being acquired by E.W. Scripps are 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.
E.W. Scripps expects to use term loans and unsecured debt to fund the transaction. Financing is being led by Morgan Stanley Senior Funding Inc. and Wells Fargo.
Methuselah Advisors and Morgan Stanley & Co. LLC acted as financial advisers, while BakerHostetler acted as legal counsel for E.W. Scripps.
TEGNA is buying 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 acquisition of the 11 stations through available cash and borrowing under its existing credit facility. J.P. Morgan and Greenhill & Co. are acting as financial advisers, and Nixon Peabody LLP, Jenner & Block LLP and Hughes Hubbard & Reed LLP are acting as legal counsel to TEGNA.
Bank of America Merrill Lynch is acting as financial adviser, and Kirkland & Ellis LLP and Wiley Rein LLP are acting as legal counsel to Nexstar Media.