Media General

Media General, Inc. was an American media company headquartered in Richmond, Virginia. Its corporate history developed from the Bryan family's ownership of Richmond newspapers and ultimately encompassed daily and community newspapers, broadcast television stations, digital media, television production and related media services. The company's immediate predecessor, Richmond Newspapers, Inc., was formed in 1940 when The Richmond Times-Dispatch and The Richmond News Leader were combined under common ownership. The enterprise traced its publishing roots further back to 1887, when attorney Joseph Bryan acquired The Richmond Daily Times, which later became The Richmond Times-Dispatch. Under Joseph Bryan's son, John Stewart Bryan, and later his grandson D. Tennant Bryan, the company expanded beyond newspapers. Its first major move into television came in 1966, when it acquired a controlling interest in The Tampa Tribune together with WFLA-AM-FM-TV in Tampa, Florida. As its portfolio became more diversified, Richmond Newspapers changed its name to Media General in 1969. The company began trading publicly on the American Stock Exchange in 1970. Media General expanded its broadcasting footprint through acquisitions during the 1980s and 1990s. It established a telecommunications subsidiary for television-station expansion, acquired stations including WJKS-TV in Jacksonville and WCBD-TV in Charleston, and later purchased Park Communications and Spartan Communications. The Spartan transaction substantially increased its station portfolio. Media General also owned cable systems, a commercial radio-jingle business and other media-related assets at different points, although broadcasting became its principal growth platform. The company sold or reorganized various stations during the late 2000s while continuing to pursue larger transactions. In 2006 it acquired four former NBC-owned stations in smaller markets in a transaction valued at $600 million, while divesting several other stations between 2006 and 2009. In 2012, facing substantial debt and pressure on its newspaper operations, Media General sold most of its newspaper division to Berkshire Hathaway. The Tampa Tribune and related products were subsequently sold separately to Tampa Media Group. This transaction marked the effective end of Media General's long-standing newspaper-centered identity. Media General then pursued scale in local television. Its 2013 merger with Young Broadcasting created a company with 30 stations reaching approximately 14 percent of U.S. television households. In 2014 it merged with LIN Media in a transaction valued at approximately $1.6 billion, creating a 71-station broadcaster with an estimated 24 percent household reach. The combination required station exchanges and divestitures to address Federal Communications Commission ownership rules. Vincent L. Sadusky became chief executive, while Deborah A. McDermott led station operations and James F. Woodward continued as chief financial officer. The company's final strategic chapter involved competing merger proposals. Media General announced a planned $2.4 billion acquisition of Meredith Corporation in 2015, but Nexstar Broadcasting Group made an unsolicited offer and ultimately negotiated a larger transaction. Media General agreed in January 2016 to be acquired by Nexstar for approximately $4.6 billion, in addition to the assumption of about $2.3 billion in debt. The FCC approved the transaction on January 11, 2017, and the sale closed on January 17, 2017. Media General's broadcasting assets became part of Nexstar Media Group, ending Media General as an independent company.

Media General's roots lay in Richmond, Virginia, where Joseph Bryan acquired The Richmond Daily Times in 1887. The newspaper later became The Richmond Times-Dispatch and remained the central asset of a multigenerational family enterprise. In 1940, the Times-Dispatch merged with The Richmond News Leader to create Richmond Newspapers, Inc. After John Stewart Bryan's death in 1944, his son D. Tennant Bryan guided the business into broader media ownership. The decisive diversification began in 1966 with the acquisition of a majority interest in The Tampa Tribune, including WFLA radio and television properties. This gave the company its first significant television presence. In 1969, the expanding group adopted the Media General name, and it became publicly traded on the American Stock Exchange in 1970. During the 1980s, Media General Telecommunications pursued station acquisitions, including WJKS-TV in Jacksonville and WCBD-TV in Charleston. The company also briefly owned the William B. Tanner Company, a Memphis-based producer of commercial radio jingles, and held cable and other media interests. Media General enlarged its broadcast portfolio in the 1990s through the acquisition of Park Communications in 1996 and Spartan Communications in 1999. It subsequently bought four smaller-market NBC-owned stations in 2006, while selling a number of stations between 2006 and 2009. These transactions reflected the company's increasingly active portfolio-management approach as local television became more important than newspaper publishing. Financial pressure accelerated the transformation. In 2012, Media General sold its newspaper division, excluding The Tampa Tribune, to Berkshire Hathaway. The Tampa Tribune and associated print and digital products were later sold to Tampa Media Group. The newspaper sale removed the business's historic core and left broadcast television as its dominant operating activity. J. Stewart Bryan III, who had become chairman, president and chief executive in 1990, oversaw the move toward digital media and the newspaper divestiture. He remained chairman until his death in January 2016. The company expanded rapidly through consolidation in television. The Young Broadcasting merger closed in November 2013 and produced a 30-station group. The LIN Media merger closed in December 2014 after regulatory review, creating a 71-station operator. Because the combined group held stations in overlapping markets, it exchanged or sold properties to Sinclair, Hearst, Meredith and other buyers and was required to unwind certain joint-sales and shared-services arrangements. In 2015, Media General proposed acquiring Meredith, but Nexstar responded with an unsolicited offer. Media General initially rejected Nexstar's proposal while evaluating alternatives, then agreed in January 2016 to a Nexstar transaction valued at approximately $4.6 billion plus assumed debt. The FCC approved the acquisition in January 2017, and the transaction closed on January 17. The combined company became Nexstar Media Group, ending Media General's independent corporate existence.

1. 2017Acquisition by Nexstar closes

   Nexstar completed its acquisition of Media General, creating Nexstar Media Group.

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2. 2014LIN Media merger closes

   The merger created a 71-station broadcasting company after required divestitures and exchanges.

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3. 2013Young Broadcasting merger closes

   The merger created a larger television group operating under the Media General name.

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4. 2012Newspaper division sold

   Most of Media General's newspaper division was sold to Berkshire Hathaway; The Tampa Tribune was later sold separately.

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5. 1999Spartan Communications acquired

   The transaction expanded Media General's station portfolio from 14 to 27 stations.

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6. 1996Park Communications acquired

   Media General acquired Park Acquisitions, the holding company for Park Communications.

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7. 1970Public trading begins

   Media General began trading on the American Stock Exchange.

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8. 1969Company renamed Media General

   The diversified Richmond Newspapers organization adopted the Media General name.

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9. 1966Entry into television

   Media General's predecessor acquired a majority interest in The Tampa Tribune and WFLA radio and television properties.

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10. 1940Richmond Newspapers is formed

    The Richmond Times-Dispatch and The Richmond News Leader were combined under Richmond Newspapers, Inc.

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11. 1887Joseph Bryan acquires Richmond newspaper

    Joseph Bryan acquired The Richmond Daily Times, establishing the publishing lineage that later fed into Media General.

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A diversified local-media company that evolved from regional newspaper publishing into a large U.S. television-station operator.

• Local broadcast television stationsBroadcasting1966

  Media General's principal late-period business was a portfolio of local television stations serving markets across the United States. The stations combined network affiliations with local news, weather, sports, public-affairs programming, advertising and digital content. Through the Young Broadcasting and LIN Media combinations, the portfolio reached a substantial share of U.S. television households before being absorbed into Nexstar Media Group.

• Newspaper divisionNewspapers1940

  The company's historic newspaper operations included metropolitan dailies, community newspapers and associated digital products. Notable properties included the Richmond Times-Dispatch, The Tampa Tribune and Winston-Salem Journal. Most of the division was sold to Berkshire Hathaway in 2012, ending newspapers as Media General's principal business.

• Hollywood Today LiveSyndicated television programming

  Hollywood Today Live was a daily syndicated entertainment-news program distributed through Media General stations and Fox Television Stations under a syndication arrangement.

• Digital media and servicesDigital media

  Media General operated digital-media assets and related businesses alongside its newspapers and television stations. These included LIN Digital and other former assets such as Blockdot, Boxerjam Media and BiteSizeTV.

• 2016Agree to acquisition by NexstarM&A

  Nexstar's offer competed with Media General's proposed Meredith transaction and was supported by shareholders seeking a sale to Nexstar.

  What changed. Media General entered a definitive agreement to be acquired by Nexstar for approximately $4.6 billion, with Nexstar also assuming about $2.3 billion in debt.

  Aftermath. The FCC approved the transaction in January 2017, and the acquisition closed on January 17, 2017, creating Nexstar Media Group.

  Enterprise transaction value. approximately $4.6 billion plus approximately $2.3 billion of assumed debt (2016 agreement; completed 2017)

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• 2015Proposed acquisition of MeredithM&A

  Media General sought additional scale in television and announced a planned cash-and-stock combination with Meredith.

  What changed. The parties pursued a proposed transaction, but Nexstar made a competing unsolicited offer and Media General ultimately did not complete the Meredith merger.

  Aftermath. Media General agreed instead to be acquired by Nexstar and paid Meredith a termination fee.

  Proposed transaction value. approximately $2.4 billion (2015)

  • Nexstar Broadcasting Group — Nexstar made an unsolicited cash-and-stock offer and eventually negotiated the successful acquisition of Media General.
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• 2014Merge with LIN MediaM&A

  The transaction was intended to create a larger television operator but produced overlapping station ownership in several markets.

  What changed. Media General completed the merger after agreeing to station sales, exchanges and the termination of certain joint-sales and shared-services arrangements.

  Aftermath. The combined company operated 71 stations and was led by former LIN chief executive Vincent L. Sadusky.

  Transaction value. approximately $1.6 billion (2014)

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• 2012Sell most of the newspaper divisionStrategy

  Media General faced heavy debt and pressure on its newspaper business; company leadership characterized the choice as selling the newspaper division or seeking bankruptcy protection.

  What changed. The company sold its newspaper division, excluding The Tampa Tribune, to Berkshire Hathaway and later sold The Tampa Tribune separately.

  Aftermath. Media General became primarily a television broadcaster and relinquished the newspaper assets that had formed its historical foundation.

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• 2016FCC enforcement concerning WAGT shared servicesControversy

  The Federal Communications Commission fined Media General $700,000 for using a shared-services agreement involving WAGT in a manner the agency found prevented Gray Television from divesting the station in the spectrum incentive auction process.

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• 2017FCC approves sale of Media General to Nexstar

  Regulatory approval cleared the acquisition, which closed six days later and created Nexstar Media Group.

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• 2016Media General agrees to acquisition by Nexstar

  After an unsuccessful Meredith transaction and a competing offer, Media General agreed to be acquired by Nexstar.

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• 2015Media General stations removed from Mediacom systems

  A retransmission-consent dispute temporarily removed Media General stations from Mediacom cable lineups in 14 television markets.

  OtherPricing
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• 2014Media General and LIN Media announce merger

  The proposed combination was valued at approximately $1.6 billion and required station sales and exchanges to satisfy ownership rules.

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• 2013Media General announces merger with Young Broadcasting

  The companies agreed to combine their television assets, creating a larger local-broadcasting group that continued under the Media General name.

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1. Media General