RICHMOND, Va.--(EON: Enhanced Online News)--Media General, Inc. (“Media General” or the “Company;” NYSE: MEG) today announced that its subsidiary, LIN Television Corporation (“LIN”) has withdrawn its change of control offer (the “Change of Control Offer”), which was scheduled to expire at 11:59 p.m. New York City Time on December 30, 2016, to purchase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. LIN is withdrawing the Change of Control Offer solely because the condition set forth therein will not be satisfied within the time period allowed for such offer to be consummated under Section 1015(b)(4) of the indenture governing the Notes, which provides that a change of control purchase date may not be later than 60 days following the date of dissemination of a Change of Control Offer. LIN plans to disseminate to holders of the Notes a new change of control offer to purchase on substantially similar terms as the Change of Control Offer.
Any future change of control offer will be made in connection with 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. Any future change of control offer will be made solely by a change of control offer to purchase to be issued by LIN, and will not be 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 jurisdiction.
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 any future change of control offer; the risk that a condition to closing of the proposed transaction or any future 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.