Nexstar merging with Media General, parent company of WBAY-TV 2

Instead, Nexstar will walk away with Media General.

“We intend to implement our proven strategy of focusing on local programming and effective digital media marketing solutions across the assets being acquired and will marry best of breed practices from our existing operations with those from Media General”, Nexstar CEO Perry Sook says. Pursuant to the Meredith-Media General merger agreement, Meredith will receive the $60 million termination fee.

As expected, Nexstar Broadcasting Group and Media General have reached a deal by which Nexstar will pay $17.14 in cash and stock for Merger General. But that deal can’t move forward until Meredith releases Media General from its commitment.

The transaction is not subject to any financing condition and Nexstar has received committed financing for the transaction totalling $4.7 billion from BofA Merrill Lynch, Credit Suisse and Deutsche Bank.

Activist investors Starboard Value, which disclosed a 4.5 percent stake in Media General, had also urged the company to sell itself to Nexstar and scrap its plan to buy Meredith.

For more discussion of important risk factors that may materially affect Media General and/or Meredith, please see the risk factors contained in Media General’s Annual Report on Form 10-K for its fiscal year ended December 31, 2014 and Meredith’s Annual Report on Form 10-K for its fiscal year ended June 30, 2015, both of which are on file with the SEC.

The pact may include a first look at certain TV stations and digital businesses, in case Meredith wants to buy them as divestitures from a combined Nexstar-Media General, said two of the people.

Nexstar will acquire all shares of Media General for $10.55/share in cash and 0.1249/share of Nexstar Class A common stock for each MEG share, along with a contingent value right tied to any proceeds Media General sees from the FCC broadcast incentive auction.

The execution of the definitive agreement between Nexstar and Media General follows the termination of the proposed merger transaction between Meredith Corporation and Media General. Shares of Nexstar and Meredith were still inactive ahead of Wednesday’s open.

Nextstar said it expects to complete the deal to acquire Media General in late in the third quarter or early in the fourth quarter.