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Media General Announces Extension of Change of Control Offer
|By Business Wire
|December 1, 2016 07:45 AM EST
General, Inc. (“Media General” or the “Company;”
NYSE:MEG) today announced today that its subsidiary, LIN Television
Corporation (“LIN”) has extended its change of control offer (the
“Change of Control Offer”) to purchase for cash any and all of
its outstanding 5.875% Senior Notes due 2022 (CUSIP No. 532776 AZ4) (the
“Notes”) issued by LIN at a purchase price of 101% of the
principal amount of the Notes plus accrued and unpaid interest, if any,
to the date of purchase in connection with the pending transaction
described below. The Change of Control Offer, which was scheduled to
expire at 11:59 p.m. New York City Time on November 30, 2016, has been
extended to 11:59 p.m. New York City Time on December 7, 2016, unless
extended or terminated pursuant to the terms of the Change of Control
Offer. All other terms and conditions of the Change of Control Offer
shall remain unchanged.
According to information provided by The Bank of New York Mellon, the
Depositary and Paying Agent for the Change of Control Offer, as of 5:00
p.m., New York City time, on November 30, 2016, LIN had received tenders
from holders of $29,426,000 in aggregate principal amount of the Notes,
representing approximately 7.36% of the total outstanding principal
amount of the Notes.
The Change of Control Offer relates to the Agreement and Plan of Merger,
dated as of January 27, 2016, by and among Nexstar Broadcasting Group,
Inc., a Delaware corporation (“Nexstar Broadcasting Group” and
together with its consolidated subsidiaries, “Nexstar”), Neptune
Merger Sub, Inc., a Virginia corporation (“Merger Sub”), and
Media General, pursuant to which Merger Sub will be merged with and into
Media General with Media General surviving the merger as a wholly owned
subsidiary of Nexstar Broadcasting Group.
This announcement is not an offer to purchase, a solicitation of an
offer to sell or a solicitation of consents with respect to any
securities. The Change of Control Offer is being made solely by the
Change of Control Offer to Purchase dated November 1, 2016. The Change
of Control Offer is not being made to holders of the Notes in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such
About Media General, Inc.
Media General is one of the
nation's largest local media companies that operates or services 71
television stations in 48 markets. Our robust portfolio of broadcast,
digital and mobile products informs and engages 23% of U.S. TV
households and 43% of the U.S. Internet audience. Media General has one
of the industry's largest and most diverse digital media businesses that
includes Federated Media, HYFN and Dedicated Media. With unmatched
local-to-national reach and integrated marketing solutions, Media
General is a one-stop-shop for agencies and brands that want to
effectively and efficiently reach their target audiences across all
screens. Media General trades on the NYSE under the symbol “MEG.” For
more information, visit www.mediageneral.com.
This communication includes
forward-looking statements. We have based these forward-looking
statements on our current expectations and projections about future
events. Forward-looking statements include information preceded by,
followed by, or that includes the words "guidance," "believes,"
"expects," "anticipates," "could," or similar expressions. For these
statements, Media General claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. The forward-looking statements contained
in this communication, concerning, among other things, the ultimate
outcome and benefits of a transaction between Nexstar and Media General
and timing thereof, and future financial performance, including changes
in net revenue, cash flow and operating expenses, involve risks and
uncertainties, and are subject to change based on various important
factors, including the timing to consummate the proposed transaction or
the Change of Control Offer; the risk that a condition to closing of the
proposed transaction or the Change of Control Offer may not be satisfied
and the transaction may not close; the risk that a regulatory approval
that may be required for the proposed transaction is delayed, is not
obtained or is obtained subject to conditions that are not anticipated,
the impact of changes in national and regional economies, the ability to
service and refinance our outstanding debt, successful integration of
Media General (including achievement of synergies and cost reductions)
with Nexstar, pricing fluctuations in local and national advertising,
future regulatory actions and conditions in the television stations'
operating areas, competition from others in the broadcast television
markets, volatility in programming costs, the effects of governmental
regulation of broadcasting, industry consolidation, technological
developments and major world news events. Media General undertakes no
obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. In light of
these risks, uncertainties and assumptions, the forward-looking events
discussed in this communication might not occur. You should not place
undue reliance on these forward-looking statements, which speak only as
of the date of this release. For more details on factors that could
affect these expectations, please see the definitive joint proxy
statement/prospectus of Nexstar and Media General and Media General’s
and Nexstar’s other filings with the SEC.
View source version on businesswire.com: http://www.businesswire.com/news/home/20161201005490/en/
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