BofA Merrill Lynch is acting as financial advisor and Kirkland & Ellis LLP and Wiley Rein LLP are acting as legal counsel to Nexstar Media in connection with the proposed divestitures.
Nexstar has entered into definitive agreements to sell a total of nineteen stations in fifteen markets for an aggregate $1.32 billion in cash following the acquisition of Tribune Media by Nexstar. Under the terms of the agreements, TEGNA Inc. (NASDAQ: TGNA) will acquire eleven stations in eight markets for $740 million and The E.W. Scripps Company (NASDAQ: SSP) will acquire eight stations in seven markets for $580 million. Separately, Nexstar remains engaged in active negotiations to divest two stations in Indianapolis, Indiana.
On December 3, 2018, Nexstar and Tribune Media entered into a definitive merger agreement whereby Nexstar will acquire all outstanding shares of Tribune Media. The planned divestiture of nineteen stations reflects 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 / Tribune Media transaction.
Nexstar intends to use the net proceeds from the divestitures to fund the Tribune acquisition and to reduce debt. Given that the net proceeds from the divestitures exceed those initially estimated at the time the transaction was announced, Nexstar now estimates that net leverage at the closing of the transaction will be reduced to approximately 5.1x.
The planned divestiture of the nineteen stations below is subject to FCC approval, other regulatory approvals.
Kirkland & Ellis advised Nexstar Media Group, Inc. with a team including transactional partners Armand Della Monica and Ravi Agarwal as well as Sarkis Jebejian and associates Laura Umbrecht, Gisella de la Rocha and Laylee Ghiasi; tax partners Dean Shulman and Vincent Thorn and associate Joe Tobias; and antitrust partners Ian John and Peter McCormack.
Involved fees earner: Ravi Agarwal – Kirkland & Ellis; Gisella de la Rocha – Kirkland & Ellis; Armand Della Monica – Kirkland & Ellis; Laylee Ghiasi – Kirkland & Ellis; Sarkis Jebejian – Kirkland & Ellis; Ian John – Kirkland & Ellis; Peter McCormack – Kirkland & Ellis; Dean Shulman – Kirkland & Ellis; Vincent Thorn – Kirkland & Ellis; Joe Tobias – Kirkland & Ellis; Laura Umbrecht – Kirkland & Ellis;
Law Firms: Kirkland & Ellis;
Clients: Nexstar Media Group Inc.;