Media General Agrees To Pay $2.4B For Meredith, Creating No. 3 TV Station Co.

Here’s the latest sign that TV station owners remain eager to consolidate ahead of the FCC’s planned airwave spectrum auction, a likely windfall from the 2016 political campaigns, but also growing pressures on the business as ad dollars move to digital platforms.

Under the $2.4 billion cash and stock deal Media General will become the No. 3 TV station owner with 88 outlets in 54 markets reaching about 30% of all viewers after buying Meredith. Renamed Meredith Media General, it also will have Meredith’s magazines led by Better Homes And Gardens, Allrecipes, Parents, Family Circle, and Shape.

Media General shares are up 8.5% in pre-market trading while Meredith shares are up 12.1%.

Meredith execs will hold two of the top jobs with Stephen Lacy becoming CEO and Joseph Ceryanec the merged company’s CFO. But eight of the 12 board members will come from Media General. Its shareholders will own about 65% of Meredith Media General.

The combo will create “a powerful new multiplatform and diversified media company with significant operations on the local and national levels,” Lacy says.

Media General has made it clear that it wants to grow. Last year it paid about $1.6 billion in cash and stock for LIN Media. It signaled its interest in original programming last month when it hired veteran TV exec Tony Optican to be Head of Programming.

To comply with regulatory limits, the combined company plans to swap or divest stations in Portland, Ore.; Nashville, Tenn.; Hartford-New Haven, Conn.; Greenville-Spartanburg, SC-Asheville, NC; Mobile, Ala.; Pensavola, Fla.; and Springfield, Mass.

The companies expect the deal to close by the middle of 2016.

The deal comes as many investors began to sour on the companies. Media General’s share price is down 35.8% so far in 2015, and Meredith is down 15.4%. Wells Fargo Securities’ Marci Ryvicker says the deal “makes a ton of sense, to us–although we’re surprised by the timing–and we don’t know what happens with magazine assets.”

Media General investors will receive one share in the combined company for each of their current shares. Meredith holders will receive $34.57 in cash and 1.5214 shares in the new company for their current holdings. Investment firm Standard General, which owns about 14.5% of Media General, says it will vote for the deal. Two members of the Meredith family — D. Mell Meredith Frazier and Tom Meredith IV — control a majority of its votes and also will support the merger.

RBC Capital Markets and JPMorgan Chase have agreed to put up $2.8 billion to finance the deal. Meredith had $772 million in debt in June.

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