The Elbert Files: Behind the Meredith merger
Media General Inc., the public company buying Des Moines’ Meredith Corp., has roots that go back to the founding of the Richmond Dispatch newspaper in 1879.
In recent years, however, the Virginia company has had a somewhat more volatile life as one of the nation’s most aggressive acquirers of TV stations. When the deal is completed next June, Media General’s 71 TV stations and Meredith’s 17 stations will have a combined reach that extends to 30 percent of U.S. households, making it the nation’s third largest owner of local broadcast stations, according to The Wall Street Journal.
The merger surprised a lot of people, and not just because the buyer, Media General, is the smaller of the two companies, with revenue and net income last year that were considerably less than those of Meredith.
In addition, Media General carries substantial debt and has said it will borrow $2.8 billion more to complete this deal. But the company’s high leverage was not a concern for several industry analysts who applauded the Meredith deal.
Fortune.com said, “This $2.4 billion merger will create a local TV behemoth” that would have the strength to push for lower fees from the major networks, cable and satellite providers.
Others also noted the potential for creating new programing by leveraging content from Meredith’s large collection of family-oriented magazines and online operations.
One dissenter was billionaire investor Warren Buffett. When asked about the merger by Bloomberg, Buffett said he does not see local television as a growth business.
In fact, in 2012 Buffett’s Berkshire Hathaway Inc. purchased more than three dozen daily and weekly newspapers, including the Richmond Times-Dispatch from Media General for $142 million. At the time, Media General’s CEO said the sale was needed to help restore the balance sheet of the rapidly growing company.
Media General was created as a publicly traded newspaper holding company in 1969 by the owners of newspapers in Richmond, Va. The company began buying television stations in the ‘80s, and it continued to buy papers through the ‘90s.
By 2008, Media General had moved into the digital market, becoming a partner in online businesses including Groupon and Monster.com.
Meredith will be the third significant media acquisition by Media General in three years.
The first deal in 2013 involved Young Broadcasting of Nashville, Tenn., which owned 12 television stations, including KWQC-TV in Davenport.
Young was an offshoot of the advertising agency Adam Young Inc., which had begun buying broadcast properties in 1986, according to a corporate history. But Young overreached when it bought KRON-TV in San Francisco and wound up in bankruptcy court in 2009-10, where it eventually shed $800 million of debt.
The merger with Young resulted in a company that owned 30 TV stations that reached 14 percent of U.S. households.
The station count jumped to 71 in 2014 when Media General acquired LIN Media. LIN was the successor to a company formed in 1961, named for the first letters of the cities where it owned radio stations: Louisville, Indianapolis and Nashville.
Over the years, LIN also dabbled in the music industry and owned a cellular telephone business that was sold to AT&T in 1994, resulting in the creation of LIN Media.
Another aspect of the Meredith-Media General merger that’s a little unusual is that Meredith shareholders will receive a combination of cash and stock, with two-thirds of the payout in cash.
Each share of Meredith stock will be replaced with $34.57 cash and 1.5214 shares of Meredith Media General stock. Media General shareholders will receive one share of new stock for each share of their old Media General stock.
The arrangement is seen as one that benefits Meredith shareholders while placing more of the future risk on the shoulders of Media General shareholders.