Media General Inc. (MEG:US) agreed to acquire LIN Media LLC (LIN:US) for about $1.6 billion, winning a prized collection of local-TV stations in an industrywide race to take advantage of climbing fees from cable providers.
LIN’s shareholders will get stock or cash worth $27.82 a share, the companies said, a 29 percent premium to yesterday’s closing price. Including debt of $968 million, the purchase would be valued at $2.6 billion, or 10.5 times estimated earnings, slightly above other recent TV deals, according to Paul Sweeney, a Bloomberg Industries analyst.
The transaction adds to more than $10 billion in U.S. TV acquisitions in the past year by companies such as Tribune Co. and Gannett Co. Payments by cable companies to carry local broadcasts have made the business more lucrative, providing a new source of revenue on top of ad sales, and LIN was considered an attractive takeover candidate, Sweeney said.
“They have a strong management team that’s really made a huge commitment to digital media, to migrating the television business online,” he said. “They’ve got good TV stations and a growing digital business.”
Tribune acquired Local TV Holdings LLC’s 19 TV stations for $2.73 billion in December, the same month Gannett closed its $1.5 billion purchase of Belo Corp. Sinclair Broadcast Group Inc. announced $2 billion in deals last year.
Media General has been less active, making it a surprise winner in the pursuit of LIN, Sweeney said. The company, backed by Warren Buffett and Mario Gabelli, did spend $860 million last year to buy New Young Broadcasting Holding Co.
When the LIN acquisition is complete, Media General will have 74 local stations across the U.S., reaching 26.5 million, or 23 percent, of the country’s households, the companies said. LIN Chief Executive Officer Vincent Sadusky will lead the combined company.
The deal allows LIN to respond to inquiries from other bidders until April 25. If another company makes a qualifying, superior offer by May 15, the bidder would have to pay a $26.6 million breakup fee.
LIN shares rose 22 percent to $26.32 at the close in New York. Media General climbed 0.6 percent to $17.44.
To complete the LIN transaction, Richmond, Virginia-based Media General will form a new holding company, giving its own shareholders one share for each they own in the current entity. Investors of Austin, Texas-based LIN can opt for 1.5762 shares of the new company or $27.82 in cash, up to a maximum of $763 million in cash payouts, the companies said.
RBC Capital Markets LLC provided financial advice and Fried, Frank, Harris, Shriver & Jacobson LLP was legal adviser to Media General. JPMorgan Chase & Co. was LIN’s financial adviser, with legal help from Weil, Gotshal & Manges LLP. RBC has committed $1.6 billion to finance the deal.
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