Media General strikes $2.4B acquisition

Downtown-based Media General is adding to its station portfolio. Photos by Jonathan Spiers.

Downtown-based Media General is adding to its station portfolio. Photos by Jonathan Spiers.

With its third acquisition in as many years, a once-struggling downtown media company is set to further climb the ranks of the nation’s largest TV station owners.

Richmond-headquartered Media General announced Tuesday it is acquiring Meredith Corp., a Des Moines, Iowa-based company, in a cash and stock deal valued at $2.4 billion.

The new company, to be named Meredith Media General, would combine Media General’s 71 stations with Meredith’s 17, creating an 88-station firm that the companies described in a release as the nation’s third-largest owner of major network affiliates.

The company will be incorporated in Virginia and maintain corporate and executive offices in Des Moines and Richmond. Media General’s current headquarters is 333 E. Franklin St.

The deal would also include Meredith’s National Media Group, which includes such magazine and online brands as Better Homes and Gardens, Allrecipes, Parents, and Shape. Meredith’s brand licensing activities and marketing programs are also part of the deal, which the companies expect to close by June 30, 2016.

This is the third acquisition Media General has announced since 2012, when it turned its focus toward TV station ownership and shed itself of its newspaper past. That summer, the company sold its print properties, including the Richmond Times-Dispatch, to Warren Buffett’s Berkshire Hathaway. The following year, it acquired Nashville-based New Young Broadcasting, adding 12 stations to its roster. Six months later, it acquired LIN Media in a $1.6 billion deal that added 74 more stations.

Media General is headquartered at 333 E. Franklin St.

Media General is headquartered at 333 E. Franklin St.

With the Meredith deal, the company’s 88 stations would follow only Sinclair Broadcast Group and Nexstar Broadcasting Group in total number of stations, according to information the companies released Tuesday.

Based on advertising revenue, the company would be the fourth-largest, according to TVNewsCheck.com and media research firm BIA/Kelsey, which rank Fox, CBS and Sinclair higher.

With its 88 stations in 54 markets, the company’s properties would reach 30 percent of U.S. TV households, or approximately 34 million – the fourth-largest reach after Tribune Broadcasting, Sinclair, and Gannett-owned Tegna. Stations in six markets will be swapped or divested to address regulatory requirements.

Media General will acquire all of Meredith’s outstanding common stock, with Meredith shareholders receiving cash and stock valued at $51.53 per share. Media General shareholders will receive one share of the new company for each share of Media General that they own by the closing date, and Meredith shareholders will receive $34.57 in cash and 1.5214 shares of the new company for each Meredith share they own upon closing.

As a result, Media General shareholders would own about 65 percent of the shares of Meredith Media General. Meredith shareholders would own the remaining 35 percent.

A similar makeup will be in place in the company’s 12-member board of directors, eight of whom would be appointed by Media General and four by Meredith. Media General Chairman J. Stewart Bryan III and Meredith CEO Stephen Lacy will continue in their respective roles in the combined company.

Media General’s current CEO is Vincent Sadusky, who took over for George Mahoney as part of the LIN deal. The companies did not indicate what role Sadusky will have going forward but said a senior management team will be created with executives from both sides.

Tuesday’s release included comments from Bryan, who said shareholders of both sides will benefit from the companies’ diversification and financial profile.

“This merger creates greater opportunities for profitable growth than either company could achieve on its own,” Bryan said in the release.

The two companies’ most recent quarterly earnings reports painted different financial pictures. For the quarter ending on June 30, Media General’s net income totaled $4.7 million, down from $6.8 million the same quarter last year. Meredith’s net earnings totaled $42.5 million, up from $40.4 million the same quarter last year.

Media General stock closed Tuesday at $10.48 after a day high of $12.15. Meredith stock closed at $50.47 after a day high of $51.35.

Downtown-based Media General is adding to its station portfolio. Photos by Jonathan Spiers.

Downtown-based Media General is adding to its station portfolio. Photos by Jonathan Spiers.

With its third acquisition in as many years, a once-struggling downtown media company is set to further climb the ranks of the nation’s largest TV station owners.

Richmond-headquartered Media General announced Tuesday it is acquiring Meredith Corp., a Des Moines, Iowa-based company, in a cash and stock deal valued at $2.4 billion.

The new company, to be named Meredith Media General, would combine Media General’s 71 stations with Meredith’s 17, creating an 88-station firm that the companies described in a release as the nation’s third-largest owner of major network affiliates.

The company will be incorporated in Virginia and maintain corporate and executive offices in Des Moines and Richmond. Media General’s current headquarters is 333 E. Franklin St.

The deal would also include Meredith’s National Media Group, which includes such magazine and online brands as Better Homes and Gardens, Allrecipes, Parents, and Shape. Meredith’s brand licensing activities and marketing programs are also part of the deal, which the companies expect to close by June 30, 2016.

This is the third acquisition Media General has announced since 2012, when it turned its focus toward TV station ownership and shed itself of its newspaper past. That summer, the company sold its print properties, including the Richmond Times-Dispatch, to Warren Buffett’s Berkshire Hathaway. The following year, it acquired Nashville-based New Young Broadcasting, adding 12 stations to its roster. Six months later, it acquired LIN Media in a $1.6 billion deal that added 74 more stations.

Media General is headquartered at 333 E. Franklin St.

Media General is headquartered at 333 E. Franklin St.

With the Meredith deal, the company’s 88 stations would follow only Sinclair Broadcast Group and Nexstar Broadcasting Group in total number of stations, according to information the companies released Tuesday.

Based on advertising revenue, the company would be the fourth-largest, according to TVNewsCheck.com and media research firm BIA/Kelsey, which rank Fox, CBS and Sinclair higher.

With its 88 stations in 54 markets, the company’s properties would reach 30 percent of U.S. TV households, or approximately 34 million – the fourth-largest reach after Tribune Broadcasting, Sinclair, and Gannett-owned Tegna. Stations in six markets will be swapped or divested to address regulatory requirements.

Media General will acquire all of Meredith’s outstanding common stock, with Meredith shareholders receiving cash and stock valued at $51.53 per share. Media General shareholders will receive one share of the new company for each share of Media General that they own by the closing date, and Meredith shareholders will receive $34.57 in cash and 1.5214 shares of the new company for each Meredith share they own upon closing.

As a result, Media General shareholders would own about 65 percent of the shares of Meredith Media General. Meredith shareholders would own the remaining 35 percent.

A similar makeup will be in place in the company’s 12-member board of directors, eight of whom would be appointed by Media General and four by Meredith. Media General Chairman J. Stewart Bryan III and Meredith CEO Stephen Lacy will continue in their respective roles in the combined company.

Media General’s current CEO is Vincent Sadusky, who took over for George Mahoney as part of the LIN deal. The companies did not indicate what role Sadusky will have going forward but said a senior management team will be created with executives from both sides.

Tuesday’s release included comments from Bryan, who said shareholders of both sides will benefit from the companies’ diversification and financial profile.

“This merger creates greater opportunities for profitable growth than either company could achieve on its own,” Bryan said in the release.

The two companies’ most recent quarterly earnings reports painted different financial pictures. For the quarter ending on June 30, Media General’s net income totaled $4.7 million, down from $6.8 million the same quarter last year. Meredith’s net earnings totaled $42.5 million, up from $40.4 million the same quarter last year.

Media General stock closed Tuesday at $10.48 after a day high of $12.15. Meredith stock closed at $50.47 after a day high of $51.35.

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