| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 20, 2019, Nexstar Media Group, Inc., a Delaware corporation (“Nexstar”), entered into definitive asset purchase agreements to sell a total of nineteen stations in fifteen markets to TEGNA Inc. (“TEGNA”) and The E.W. Scripps Company (“Scripps”) following Nexstar’s proposed acquisition of Tribune Media Company (“Tribune”) pursuant to a definitive merger agreement (the “Tribune Merger Agreement”) under which Nexstar agreed to acquire 100% of the outstanding shares of Tribune.
Under the terms of the asset purchase agreement with TEGNA (the “TEGNA Purchase Agreement”), TEGNA will acquire substantially all of the assets of television broadcast stations (i) WTIC / WCCT inHartford-New Haven, CT; (ii) WPMT in Harrisburg-Lancaster-Lebanon-York, PA; (iii) WATN /WLMT in Memphis, TN; (iv) WNEP in Wilkes Barre-Scranton, PA; (v) WOI / KCWI in Des Moines-Ames, IA; (vi) WZDX in Huntsville-Decatur-Florence, AL; (vii) WQAD in Davenport,IA-Rock Island-Moline, IL; and (viii) KFSM in Ft. Smith-Fayetteville-Springdale-Rogers, AR for cash consideration of $740 million (subject to customary purchase price adjustments).
Under the terms of the asset purchase agreement with Scripps (the “Scripps Purchase Agreement”), Scripps will acquire substantially all of the assets of television broadcast stations (i) KASW in Phoenix, AZ; (ii) WPIX in New York, NY,(iii) WSFL-TV in Miami, FL, (iv) KSTU in Salt Lake City, Utah, (v) WTKR / WGNT in Norfolk-Portsmouth, VA, (vi) WXMI in Grand Rapids, MI and(vii) WTVR-TV in Richmond, VA for cash consideration of $580 million (subject to customary purchase price adjustments).
The consummation of each transaction is subject to the satisfaction or waiver of certain customary conditions, including, among others, (i) the closing of the transactions contemplated by the Tribune Merger Agreement, (ii) the receipt of approval from the Federal Communications Commission and the Department of Justice and the expiration or termination of any waiting period applicable to such transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (iii) the absence of certain legal impediments to the consummation of such transaction.
The parties’ respective obligations to consummate each transaction are also subject to certain additional customary conditions, including (i) the accuracy of representations and warranties of the other party (generally subject to a “material adverse effect” standard, (ii) performance by the other party of its covenants in all material respects and (iii) receipt of certain required third party consents.
The consummation of each transaction is expected to occur simultaneously with the closing of the transactions contemplated by the Tribune Merger Agreement.
The foregoing description of the transactions described herein and the TEGNA Purchase Agreement and Scripps Purchase Agreement does not purport to be complete and each is subject to, and qualified in its entirety by, the full text of the TEGNA Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1, and the Scripps Purchase Agreement, a copy of which is attached hereto as Exhibit 2.2, as applicable, and each is incorporated into this report by reference in its entirety.
On March 20, 2019, Nexstar issued a press release announcing the entry into the TEGNA Purchase Agreement and the Scripps Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 to Nexstar’s Current Report on Form8-K filed on March 20, 2019 and is incorporated herein by reference.
