The merger, worth $6.4 billion including the assumption of debt, will see Nexstar acquire all outstanding shares of Tribune Media for $46.50 per share in cash. The transaction reflects a 15.5% premium to Tribune’s share price as of November 30.
Nexstar, which has grown in just 22 years from a single Pennsylvania radio station into a local TV giant, will vault ahead of Sinclair Broadcast Group after the deal closes. The transaction comes after Sinclair’s long-pending deal to acquire Tribune for $3.9 billion unraveled in the face of heightened regulatory scrutiny from the FCC. The official announcement of the deal noted that the price represents a 45% premium to the price on July 16, when the FCC dealt Tribune’s deal with Sinclair a fatal blow.
Chicago-based Tribune has 42 local TV stations—notably in major markets like New York, LA and Chicago — reaching about 50 million households, or 39% of the country. It also owns WGN America, a cable network carried in some 77 million homes, and a 31% stake in the Food Network, 5% of the Chicago Cubs baseball team and along with various digital assets.
After emerging from bankruptcy in late 2012, Tribune spun off its newspaper assets in 2014. Peter Liguori, a well-established TV executive known for his role in creating FX, ran the company until early 2017 and was succeeded by current CEO Peter Kern.
Completion of the deal is subject to approval by Tribune’s shareholders, as well approval by the FCC. Nexstar expects it to close by late in the third quarter of 2019.
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Nexstar intends to divest some stations necessary to comply with regulatory ownership limits and may also divest other assets which it deems to be non-core. The announcement of the deal said the combined company will remain at the current 39% cap level, with 216 stations in 118 markets.
Perry Sook, Chairman, President and CEO of Nexstar, called the combination with Tribune “a strategically, financially and operationally compelling opportunity that brings immediate value to shareholders of both companies. We have thoughtfully structured the transaction in a manner that positions the combined entity to better compete in today’s rapidly transforming industry landscape and better serve the local communities, consumers and businesses where we operate. As with our past transactions, we have developed a comprehensive regulatory compliance plan and believe we have a clear path to closing. With committed financing and a plan for significant synergy realization that will result in only a minimal increase in Nexstar’s pro-forma leverage, the combined entity will be poised for growth, leverage reduction and increased capital returns for shareholders.”
“The transaction offers synergies related to the enhanced scale of the combined broadcast and digital media operations, and increases our audience reach by approximately 50%. Furthermore, the addition of the Tribune Media broadcast assets further expands our geographic diversity, as pro forma for the completion of the transaction, we will serve 18 of the nation’s top 25 markets and 37 of the top 50 markets,” he added.
Peter Kern, CEO of Tribune Media, added, “We are delighted to have reached this agreement with Nexstar as it provides Tribune shareholders with substantial value and a well-defined path to closing. Together with Nexstar we can better compete by delivering a nationally integrated, comprehensive and competitive offering across all our markets. We believe this combination will produce an even stronger broadcast and digital platform that builds on the accomplishments of both companies and benefits our viewers and advertisers. The premium value our shareholders are receiving reflects the hard work of our dedicated Tribune employees in maximizing the value of our portfolio. I look forward to working closely with the Nexstar team to deliver on the value of this compelling combination and to ensure a smooth transition and integration of our companies.”
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