Nexstar Broadcasting Enters into Definitive Agreements to Divest Five Stations in Four Markets

Monday, May 30, 2016

Nexstar Broadcasting Group, Inc. announced that it entered into three definitive agreements to divest five television stations in four markets. The proposed divestitures mark an important first step in fulfilling Nexstar’s commitment to regulatory bodies to consummate its previously announced agreement to acquire Media General Inc. (MEG) (“Media General”), and Nexstar anticipates announcing additional station divestitures shortly. In addition to divesting overlap markets and other markets to meet the 39% U.S. television household national ownership cap, two of the three proposed transactions represent opportunities for minority television station owners to play a greater role in the U.S. broadcasting industry, a key initiative of the Federal Communications Commission (“FCC”).

Nexstar has entered into a definitive agreement to sell WCWJ, the CW affiliate serving Jacksonville, Florida market (DMA #47), and WSLS-TV, the NBC affiliate serving the Roanoke-Lynchburg, Virginia market (DMA #69), to Graham Media Group, Inc. (“Graham Media”) for total consideration of $120 million. Graham Media Group, Inc. is led by Emily Barr, President & Chief Executive Officer.

In addition, Nexstar entered into a definitive agreement to sell KADN-TV (FOX) and KLAF-LD (NBC) in Lafayette, Louisiana (DMA #121), to Bayou City Broadcasting Lafayette, Inc. (“BCBL”) for $40 million in cash. BCBL is a minority-led broadcaster owned by affiliates of Bain Capital Credit, LP and Bayou City Broadcasting, LLC (“BCB”). BCB is owned by DuJuan McCoy, who serves as BCBL’s president and chief executive officer.

Nexstar also entered into a definitive agreement to sell KREG-TV in Denver, Colorado (DMA #17) to Marquee Broadcasting, Inc. (“Marquee”). Marquee and its affiliates, a woman-owned broadcast group that owns three local broadcast stations in Maryland, Georgia, and Delaware, is led by Patricia R. Lane. KREG-TV currently operates as a satellite station of Nexstar-owned CBS affiliate KREX-TV and, upon consummation of the sale, will no longer operate as a satellite of KREX-TV.

On January 27, 2016, Nexstar and Media General entered into a definitive merger agreement whereby Nexstar will acquire all outstanding shares of Media General. The planned divestiture of WCWJ, WSLS-TV, KADN-TV, KLAF-LD and KREG-TV are the initial transactions as part of Nexstar’s stated intention to divest certain television stations in order to comply with the FCC local and national television ownership rules and to obtain FCC and Department of Justice (“DOJ”) approval of the proposed Nexstar / Media General transaction.

 The sale of WCWJ and WSLS-TV to Graham Media and the sale of KADN-TV and KLAF-LD to BCBL are subject the closing of the Nexstar / Media General transaction. The Graham Media, BCBL and Marquee proposed station sales are subject to FCC approval, other regulatory approvals and other customary closing conditions, and are expected to be completed on, or about the time of, the closing of the Nexstar / Media General transaction, which is expected later this year.

Wells Fargo Securities, LLC served as the lead financial advisor and Deutsche Bank Securities served as co-advisor for Nexstar in connection with the proposed station sales. MMTC Media and Telecom Brokers served as a co-broker for the transactions. Kirkland & Ellis LLP served as legal counsel for Nexstar and Fried, Frank, Harris, Shriver & Jacobson LLP served as legal counsel for Media General. Covington & Burling LLP served as legal counsel for Graham Media. Proskauer Rose LLP served as legal counsel for Bayou City Broadcasting Lafayette, Inc.


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