Meredith Corporation acquired by Media General in $2.4B deal, creates Meredith Media General
Deal creates third largest local television station network; Media General will name 8 members of the new Board of Directors, and Meredith will name four
In a blockbuster deal, Media General has merged with Meredith Corporation in a $2.4 billion dollar deal that will create a new holding company, Meredith Media General. The new company will have $3 billion in revenue when combined.
The deal comes out of the blue as it was only a little more than a year ago that rumors were that Meredith might acquire the titles of Time Inc. But this deal is really all about broadcast rather than print magazines. The creation of the new company creates the third largest owner of local television stations, with 88 stations in 54 markets.
Last month Media General announced full year guidance, saying revenue should come in between $1.31 and $1.33 billion. Meredith had earlier reported that its fiscal 2015 revenue came in just under $1.6 billion. That makes the deal a bargain as far as multiples are concerned, but represents a small premium on Meredith’s market cap before the deal was announced. Meredith stock rose on the news.
(For those doing the math, magazine brands represented about 62 percent of revenue at Meredith, but will only represent about a third of revenue at the new company.)
Here is the announcement:
RICHMOND, Va. and DES MOINES, Iowa – Sept. 8, 2015 — Media General, Inc. and Meredith Corporation announced today a definitive merger agreement under which Media General will acquire all of the outstanding common stock of Meredith in a cash and stock transaction currently valued at approximately $2.4 billion to create a powerful new multiplatform and diversified media company to be known as Meredith Media General.
Under the terms of the agreement, Meredith shareholders will receive cash and stock valued at $51.53 per share, which represents a 12 percent premium to Meredith’s closing stock price on September 4, 2015. Both classes of Meredith stock, Common Stock and Class B Common Stock, will receive the same consideration per share. Based on Meredith’s net debt balance of $772 million at June 30, 2015, the transaction enterprise value is approximately $3.1 billion.
Media General has formed a new holding company, which after closing will be named Meredith Media General. Media General shareholders will receive one share of the new holding company for each share of Media General they own upon closing. Meredith shareholders will receive $34.57 in cash and 1.5214 shares of the new holding company for each share of Meredith they own upon closing. Upon the closing of the transaction, Media General shareholders will own approximately 65 percent and Meredith shareholders will own approximately 35 percent of the fully-diluted shares of Meredith Media General.
Upon the closing, the Board of Directors will consist of 12 directors, eight appointed by Media General and four appointed by Meredith. J. Stewart Bryan III, current Media General Chairman, will be Chairman of Meredith Media General.
Stephen M. Lacy will lead Meredith Media General as Chief Executive Officer and President. Joseph H. Ceryanec will be the Chief Financial Officer. The balance of Meredith Media General’s senior management team will be a combination of the two existing executive teams. The company will maintain corporate and executive offices in Des Moines and Richmond. Meredith Media General will be incorporated in Virginia.
Meredith Media General will be well positioned to grow in a rapidly consolidating and evolving media industry. It will use its strong financial profile to deliver substantial value to shareholders, customers and employees. This financial profile includes:
- Pro-forma annual revenues of $3 billion and EBITDA of over $900 million;
- More than $80 million of total synergies expected within the first two years with $60 million of run-rate synergies expected in the first 12 months of operations post-closing;
- Significant free cash flow that can be used to rapidly pay-down debt;
Expected pro forma net leverage at closing of less than 5.5x, based on 2014/2015 average pro forma adjusted EBITDA, as per Media General’s credit agreement;
- Consistent with Meredith’s long history of Total Shareholder Return, a strong commitment to returning cash to shareholders via dividends over the longer term; and
- The opportunity to continue growing and expanding its portfolio on the national and local level as the media industry consolidates.
Media General Chairman J. Stewart Bryan III said, “This merger creates greater opportunities for profitable growth than either company could achieve on its own. Importantly, shareholders of both companies will benefit from the upside potential of a diversified and strategically well-positioned media company with a strong financial profile and the ability to generate significant free cash flow.”
Meredith CEO Steve Lacy said, “We are excited about the opportunity to create a powerful new multiplatform and diversified media company with significant operations on the local and national levels. This merger will create a strong and efficient company positioned to realize the significant earnings and cash flow potential of local broadcasting; leverage the unparalleled reach and rich content-creation capabilities of Meredith’s national brands; and capture the rapidly developing growth potential of the digital media space. It also positions Meredith Media General to deliver enhanced shareholder value and participate in future industry consolidation.”
Meredith Media General will boast a portfolio of best-in-class media platforms including:
- Third-largest local television station owner, initially with 88 television stations across 54 markets that reach 30 percent – or approximately 34 million – U.S. TV households. It will include 40 Big Four network-affiliated TV stations located in the Top 75 DMAs. Stations in six markets will be swapped or otherwise divested in order to address regulatory considerations. These markets are Portland, OR; Nashville, TN; Hartford-New Haven, CT; Greenville-Spartanburg, SC-Asheville, NC; Mobile, AL-Pensacola, FL; and Springfield, MA. To the extent that the company is able to successfully execute swaps, as opposed to outright sales, it will further enhance the combined company’s size and scale. Moelis & Company has been retained to manage the process of divesting stations in overlapping markets to facilitate regulatory approval.
- Leading multiplatform national media brands with a top female reach of 100 million unduplicated American women and over 60 percent of U.S. Millennial women. These category leading brands include Better Homes and Gardens, Allrecipes, Parents and Shape.
- A powerful digital platform reaching over 200 million monthly unique visitors via a combination of leading national and local consumer sites and business-to-business digital capabilities in key growth sectors such as content, mobile, social, video, and native advertising. Digital revenues are expected to exceed $500 million in the first full year of operations post closing.
- Diverse revenue streams including a Top 3 global brand licensing program and leading marketing services agencies.
APPROVALS AND TIME TO CLOSE
The transaction has been approved by the Boards of Directors of Media General and Meredith. The transaction is subject to approval of Media General and Meredith shareholders as well as customary closing conditions and regulatory approvals, including approval by the Federal Communications Commission and clearance under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction is expected to close by June 30, 2016.
D. Mell Meredith Frazier, a director of Meredith, and her brother E.T. (Tom) Meredith IV, who together beneficially own 63 percent of the Meredith Class B shares, have agreed to vote in favor of the transaction. In addition, there will be a separate class vote by the Meredith common shareholders and a separate vote of both classes voting together. Affiliates of Standard General L.P., which hold approximately 14.5 percent of Media General’s shares, have also agreed to vote in favor of the transaction.
RBC Capital Markets and JPMorgan Chase Bank, N.A. have committed $2.8 billion in financing to Media General in support of the transaction.
RBC Capital Markets is serving as exclusive financial advisor; and Fried, Frank, Harris, Shriver & Jacobson LLP is serving as legal advisor to Media General. BDT & Company and Moelis & Company are providing financial advice, and McDermott Will & Emery LLP and Cooley LLP are serving as legal advisors to Meredith.