ATLANTA—As expected, Gray Television, Inc. has closed its acquisition of Meredith Corporation’s Local Media Group and its 17 television stations in 12 local markets for $2.8 billion. 

The completion of the deal means that Gray’s television stations now serve 113 local markets reaching approximately 36 percent of US television households.

With estimated combined historical basis net revenue exceeding $3.2 billion on a blended 2020/2021 basis, Gray is now the nation’s second largest television broadcaster in terms of revenues, the company said. 

The new larger portfolio includes 79 markets with the top-rated television station and 101 markets with the first and/or second highest rated television station, making Gray the largest owner of top-rated local television stations and digital assets in the United States, the company said. 

“Gray is a far stronger company today with the exciting and transformative addition of Meredith’s excellent television stations and its fine employees,” said Gray’s executive chairman and CEO Hilton H. Howell. “We are grateful to the numerous professionals at Gray, Meredith and their advisers who dedicated themselves over the past year to the successful completion of this transaction.”

Gray’s acquisitions of Quincy Media, Inc. in August and of Meredith today are anticipated to be approximately 50 percent accretive to blended 2021/22 free cash flow per share, the company said.  

The Meredith acquisition will increase Gray’s net revenues and expenses in the fourth quarter 2021. As a result the company provided the following updated guidance to investors:

• Broadcasting net revenues of between $655 and $665 million, and
• Operating expenses [before depreciation, amortization, and (gain) loss on disposal of assets, net] for broadcasting of between $457 and $466 million including transaction related expenses of between $19 and $20 million, and corporate expenses of between $73 and $80 million including transaction related expenses of between $51 and $54 million.

ATLANTA—Following the FCC approval last week of Gray Television's acquisition of the Meredith TV stations, Gray has announced that several of its current general managers will assume leadership of television stations Gray is acquiring from Meredith Corporation. 

The executive changes in six markets will be effective at the closing of Gray’s acquisition of Meredith’s Local Media Group, which is expected to occur in December 2021, Gray said. 

In announcing the changes, the company noted in a release that Gray’s senior leadership “appreciates the loyal service that these stations’ current general managers have provided to these Meredith television stations and their local communities.” 

Gray concluded, however, that “immediate changes in certain Meredith markets would facilitate the prompt integration of these stations into the Gray portfolio of leading local television stations and local digital platforms," the company said in a release announcing the changes. 

Gray also said that in the next few days, it will announce additional general manager moves and promotions across its current television stations to fill the openings created by today’s announcement.

The executive changes are: 

• In Atlanta, Georgia (DMA 6), Erik Schrader will become the general manager of WGCL (CBS) and WPCH (PeachtreeTV). Erik has been the general manager of WOIO (CBS) and WUAB (CW) in Cleveland, Ohio, since 2016. 
• In Phoenix, Arizona (DMA 12), Debbie Bush will become the general manager of KPHO (CBS) and KTVK (3TV). For the past nearly seven years, Debbie has served as the general manager of Gray’s WXIX (FOX) in Cincinnati, Ohio. 
• In Nashville, Tennessee (DMA 30), Jasmine Hatcher Hardin will become the general manager of WSMV (NBC). Over the last several years, she has served as national sales manager, general sales manager and then general manager of Gray’s WVLT (CBS) and WBXX (CW) in Knoxville, Tennessee. 
• In Kansas City, Missouri, (DMA 32), Andrew Stewart will become the general manager of KCTV (CBS) and KSMO (MyNetwork). For the past three years, Andrew has served as the general manager of Gray’s WOWT (NBC) in Omaha, Nebraska.
• In Greenville-Spartanburg, South Carolina (DMA 38), Bryce Caldwell will become the general manager of WHNS (FOX). Since 2019, Bryce has served as the general manager of KTTC (NBC) in Rochester, Minnesota, which Gray recently acquired from Quincy Media. 
• In Mobile, Alabama (DMA 57), Eric Duncan will become the general manager of WALA (FOX). He has served as the general manager of Gray’s KOLD (CBS) in Tucson, Arizona, for the past three years. 

WASHINGTON, D.C.—The FCC has approved Gray Television’s acquisition of the Meredith TV stations and granted the transfer of the licenses to Gray. 

In making the ruling the FCC denied two objections to the acquisition: “We find that the informal objections are without merit and that grant of the Applications would serve the public interest, convenience, and necessity,” the Commission said. 

The FCC has received objections from Rick Mattoon and Mr. Antenna Las Vegas LLC.

The commission was ruling on Gray’s plan to “acquire Meredith’s entire broadcast television portfolio, which includes 16 full power television stations in 12 markets, for more than $2.8 billion. Gray has divested a top-four television station (WJRT Divestiture) in the Flint-Saginaw-Bay City, Michigan Nielson Designated Market Area (DMA). The Applicants represent that following the WJRT Divestiture there are no other DMAs in which Gray and Meredith both own television stations; the Transaction will not result in the creation of any new duopolies; and the Transaction is in compliance with the Commission’s Local Television Ownership Rule. After consummation of the proposed Transaction, Gray will have a national audience reach of just under 25 percent—below the Commission’s 39 percent cap," the Commission concluded. 

UPDATED 9:45 a.m.

ATLANTA—Gray Television has announced that it is acquiring Meredith Corp.’s all outstanding shares of Meredith Corporation, which includes all of its broadcast stations, for $2.7 billion.

Gray TV is acquiring Meredith's Local Media Group, consisting of 17 TV stations in 12 markets. Meredith will maintain ownership of its National Media Group, which includes a portfolio of magazines as well as digital and marketing assets.

The TV stations that will be transferring over to Gray TV include:

• WGCL (CBS)/WPCH (Independent), Atlanta
• KPHO (CBS)/KTVK (Independent), Phoenix
• KPTV (FOX)/KPDX (MyNetwork), Portland, Ore.
• KMOV (CBS), St. Louis
• WSMV (NBC), Nashville, Tenn.
• WFSB (CBS), Hartford-New Haven, Conn.
• KCTV (CBS)/KSMO (MyNetwork), Kansas City, Mo.
• WHNS (FOX), Greenville-Spartanburg, S.C.
• KVVU (FOX), Las Vegas
• WALA (FOX), Mobile, Ala.
• WNEM (CBS), Flint-Saginaw, Mich.
• WGGB (ABC & FOX)/WSHM-LD (CBS), Springfield, Mass.

Gray TV currently operates in one of these markets, Flint-Saginaw, Mich. This will require Gray TV to divest the market's ABC affiliate, WJRT-TV, to an independent third party by the closing of the acquisition. Gray TV estimates that the deal will close in the fourth quarter 2021.

With the deal, Gray TV says that it will become the second largest TV broadcaster in the country, serving 113 markets and reaching approximately 36% of U.S. TV households.

"We are very excited to acquire Meredith’s excellent television stations, and we look forward to welcoming its employees into the Gray family. Moreover, Gray’s Board and shareholders are deeply appreciative of the tireless efforts of our team led by Kevin Latek and Jim Ryan on this transaction and our other recently announced significant transactions. Building on our successes throughout 2020 and just the first few months of 2021, Gray Television clearly has an even stronger and brighter future than ever," said Hilton H. Howell, executive chairman and CEO of Gray TV.  

Gray TV has made other recent acquisitions, purchasing Quincy Media in February, and more recently divesting some of the Quincy Media stations to Allen Media.

PRINCETON, N.J.—As its TV stations in Portland, Ore., went live with NextGen TV, Meredith turned to Triveni Digital and its ATSC 3.0 technology to support the transition.

The stations, KPDX and KPTV, are using Triveni’s ATSC 3.0 Broadcast Gateway scheduler, Guidebuilder XM ATSC 3.0 Transport Encoder, StreamScope XM ATSC 1.0 and ATSC 3.0 combo analyzer and StreamScope XM Verifier software application.

The StreamScope XM analyzers perform RF and IP measurements for service quality, while the StreamScope XM Verifier enables the stations to receive, verify and record ATSC 3.0 broadcast streams via ROUTE, MMTP or SLTP protocols.

The Triveni technology supports both ATSC 1.0 and ATSC 3.0, helping the Meredith stations maintain quality of service across both delivery platforms for the next few years via unlicensed portability in the DMA.

“Delivering a high-quality television experience to viewers is of the utmost importance as we embrace this new broadcast television world, which offers interactive program enhancements, innovative service guides and many more benefits,” said Tom Casey, vice president of technology at Meredith. “Triveni Digital is our longtime technology partner, and we trust their expertise to provide unparalleled levels of reliability, flexibility and efficiency during this transitional period from ATSC 1.0 to ATSC 3.0.”

For more information, visit www.trivenidigital.com.  

DES MOINES, Iowa—Meredith is making salary cuts for executives, officers and employees, as well as reductions for Board of Directors fees, as an operational cost-control measure due to the impact of the coronavirus.

The reason for the cuts, according to a company press release, is because of the lost revenue from advertising during this period.

“[T]he COVID-19 crisis has created an extremely challenging business environment, including significant advertising campaign cancellations and delays,” said Tom Harty, Meredith president and CEO. “While our financial position is strong, given the impact on advertising—which represents approximately half of our revenue mix—we are proactively taking aggressive actions to strengthen our liquidity and enhance our financial flexibility in the near-term to effectively navigate the current environment.”

Even as ad revenues are down, Meredith says that viewership for its local TV stations have seen increases of 15-40% for morning, evening and late newscasts.

Meredith has taken additional steps to help its business during the pandemic. It has announced a pause to its common stock dividend, the withdrawal of its guidance and assumptions for its fiscal 2020 performance and to make “significant” reductions in capital expenditures.

“While this is currently a difficult time for our employees and shareholders alike, as a Board we believe these actions are important to best position Meredith for future success,” said Board Vice Chairman Mell Meredith Frazier. “Together, we will weather this difficult period as we have during other times in our 118-year history, and emerge as an even stronger company that we can continue to be proud of.”

NEW YORK & DES MOINES, Iowa—ViacomCBS and Meredith Corporation have come to terms on a multi-year agreement that renews the deals for all seven CBS affiliated TV stations owned by Meredith.

The seven stations that are impacted by this deal include WGCL in Atlanta; KPHO in Phoenix; KMOV in St. Louis; KCTV in Kansas City, Mo.; WSFB in Hartford & New Haven, Conn.; WNEM in Flint-Saginaw-Bay City, Mich.; and WSHM in Springfield-Holyoke, Mass. These stations reach about 7% of the U.S. audience and serve more than 7.6 million households.

In addition to access to CBS affiliates on traditional television, all local subscribers can access content on CBS All Access, vMVPD platforms, cable and satellite services.

“We are pleased to reach an early agreement with our valued partners at Meredith,” said Ray Hopkins, president, U.S. Networks Distribution for ViacomCBS. “Our collaboration allows us to continue to support local communities with crucial access to CBS’ leading news and entertainment programming, which has never been more important than in this current climate.”

The financial terms of the deal were not disclosed.

ViacomCBS also recently closed a multi-year renewal with Nexstar. 

DES MOINES, Iowa—With the importance of broadcasters being continuously expressed during the coronavirus (COVID-19) pandemic, Meredith Local Media Group is prepared to serve their communities with the latest news and information—COVID-19-related and beyond—throughout the situation.

Meredith says that all 17 of its stations across all of its markets remain open and operational. In the event that a station had to close, Meredith would keep all markets on the air and online via its hubs in Phoenix and Atlanta. Stations, meanwhile, have contingency plans, including producing news broadcasts from alternate locations.

“Our stations are taking a number of preventative measures to do our part in flattening the curve, including asking all reporters, photographers and multimedia journalists to work remotely when possible; anchors staying at least six feet apart during newscasts and using several locations on the news set and in the newsrooms; and advising all other employees not critical to news production to work from home,” said Patrick McCreery, Local Media Group president.

Meredith is also providing local coronavirus updates every hour via mobile news apps and social channels. Special newscasts are also being added in some cases to fill previous network programming that has been cancelled.

“Our number one priority is the health and safety of our employees, and we also believe it is of the utmost importance to continue to provide the public with high-quality journalism they can trust during this time,” said McCreery.

WASHINGTON—NAB, legal counsel for Pearl TV and the general counsel of Meredith met last week with staff of the FCC Media Bureau to discuss the transition to NextGen TV and recommend a change in what broadcasters submit to the agency as part of their ATSC 3.0 license applications to allay concerns over possible contractual indemnification issues.

At issue is possible regulatory uncertainty created when broadcasters seeking to maintain as much of their existing programming—including multicast streams—transmit multicast channels via a facility not identified on the 3.0 license of an originating station.

“…[T]he Commission might not retain enforcement authority over a station that originated programming if that station was transmitting additional multicast streams over a facility not reflected on the ATSC 3.0 license of the originating station,” wrote Patrick McFadden, NAB associate general counsel, in an Jan. 27 letter to the FCC notifying the agency of the Jan. 23 meeting.

“This could create complex contractual indemnification concerns that could complicate [NextGen TV] deployment,” the letter said.

Noncommercial educational broadcasters in particular could face “acute” challenges because many are restricted or prohibited for agreeing to indemnification, the letter said.

As a possible solution, the parties recommended broadcasters include an attachment to their 3.0 license application with information spelling out additional channels they plan to use to maintain programming during the transition and that the FCC note the additional channels on the face of a station’s 3.0 license.

Doing so will “preserve clear lines of Commission enforcement authority without requiring changes to the existing application forms,” the letter said.

Unlike the analog-to-DTV transition in which stations were temporarily granted a second channel to multicast in order to protect analog viewers while transitioning the public to digital service, the voluntary transition to 3.0 will be done with no additional channel assignment and rely on local lighthouse stations and channel-sharing agreements among broadcasters to maintain 1.0 service while rolling out NextGen TV. 

The letter is available online.

For a comprehensive source of TV Technology’s NextGen TV coverage, see our NextGen TV silo.

DES MOINES, Iowa—Dish customers in 12 markets will once again have access to Meredith-owned local TV stations as the two sides have come to terms on a multi-year retransmission consent agreement.

The stations, which had been blacked out since July, cover markets that include Atlanta, Phoenix, St. Louis and Nashville.

“We are pleased that Dish customers are again able to watch the award-winning news and popular sports and entertainment programming that are a hallmark of Meredith’s television group,” said Patrick McCreery, Meredith Local Media Group president. “We thank our viewers for their patience as we worked with Dish to reach this new agreement.”

Meredith Local Media Group’s 17 TV stations reach 11% of U.S. households, with seven stations in top 25 markets and 13 in top 50.

BURLINGTON, MASS.—Avid’s MediaCentral Platform will become the standard workflow across the entire Meredith Corporation thanks to a new deal between the two companies. The six-year pact will include Avid upgrading 10 Meredith stations and installing the new Avid workflow into an additional two, allowing Meredith to migrate to a virtualized environment that provides a common platform for the entire enterprise.

The new workflow will be comprised of Avid tools that include the Avid Nexis software-defined storage platform; the cloud-based MediaCentral | UX; Avid Interplay | Production for asset management; Avid iNEWS and iNEWS | Command for newsroom management; Media | Distribute; Media Composer | Cloud Remote; Media Composer |NewsCutter Option; and Avid AirSpeed video servers. Avid Professional Services will handle the installation and support of the equipment. In addition, the agreement includes planned upgrades every two years.

“By standardizing on Avid’s platform, we have a one-stop shop for all our technology, support and training needs across our newsrooms, which will enable us to reduce costs, save a great deal of time and effort, and give us the tools we need to succeed in today’s digital environment,” said Larry Oaks, VP of technology at Meredith.

Meredith’s Local Media Group includes 17 owned or operated television stations that reach 11 percent of U.S. households. The stations produce 700 hours of local news and entertainment each week, delivering news coverage on digital, mobile and broadcast platforms.

SOUTHWICK, MASS.—As stations are preparing for the FCC repack, the Meredith Local Group is doing so by ordering new transmitters from Hitachi Comark. The Comark Parallax transmitters are heading to six Meredith stations that are affected by the repack—KSMO, WHNS, WNEM, WPCH, WFSB and WGGB.

Parallax

The Parallax units are DTV transmitters and vary from 10kW to 65kW depending on the stations’ new Transmitter Power Output levels. Comark will deliver each Parallax transmitter with Exact-V2 exciters, which are software upgradeable to ATSC 3.0; liquid cooling systems; and RF mask filter systems. Comark will manage the shipment and offloading/placement of the transmitters to each facility as part of its Master Purchase Agreement. The company will also provide Meredith with system design services/site surveys.

Parallax transmitters are designed to offer up to 27.5kw TPO per rack cabinet; efficiency with wideband Doherty technology; vertical high-gain power amplifiers that provide 2kW per PA for UHF and 1.6kW per PA modules for VHF band 3; asymmetrical Doherty, providing the same power in 8VSB and OFDM; and hot-swap AC to DC rectifiers.

Three of the transmitters are expected to be delivered in 2017.

For more information on the repack, visit TV Technology's repack silo. 

MULTIPLE CITIES— The drama involving Media General, Nexstar and Meredith unfolded in successive press releases Thursday morning that read as if the bride switched grooms on the fly. The upshot is that Nexstar and Meredith want to marry, and Meredith will get $66 million if it lets them. The flurry of press releases also confirmed that Nextstar and Meredith plan to participate in the spectrum incentive auction.

Meredith and Nexstar have been courting Media General since last fall in one of the most push-pull merger deals yet in broadcasting. In mid-September, Media General agreed to merge with Meredith in a deal valuing Meredith at $2.4 billion, and creating a group of 88 TV stations in 54 markets reaching 30 percent of U.S. TV households.

Two weeks later, Nexstar swooped in with an unsolicited $4.1 billion offer for Media General, urging it to pull out of the “value-destructive” deal with Meredith. (See “Media General to Consider Nexstar's $4.1 Billion Bid,” Sept. 28, 2015) A combined Nexstar and Media General comprised 162 TV stations in 99 markest reaching 39 percent of U.S. TV households.

Meredith agreed to let Media General parse Nexstar’s offer, but it refused to step aside.

Meanwhile, Media General came back to Nexstar in early December and told it to do better than its initial offer of $10.50 a share. Based on Nexstar’s share price at the time, Media General said $16.31 was more like it, and closer to the $17 per share offer Nexstar laid on the table in August that Media General rejected.

Nexstar wasn’t budging, according to Media General:

“Nexstar refuses to properly price the combination and materially improve its view on value,” read the Dec. 9 Media General statement.

It said the board remained “open to discussing and reviewing an improved proposal from Nexstar,” but that it was “unclear from Nexstar’s press release if its current proposal is indeed its best and final proposal,” and that the board continued to recommend “the proposed transaction with Meredith.”

Cut to Thursday, Jan. 7, shortly after 9 a.m. Eastern. Media General announces that Nexstar is acquiring it for a cash-share equivalent of $17.66 per share, plus a “contingent value right” for spectrum sold at auction. (Confirming Media General’s intention to participate. The deadline for doing so is next Tuesday.) Media General shareholders would get 33.4 percent of outstanding Nexstar shares.

But only if the Meredith agrees: “Because the Meredith-Media General merger agreement has not been terminated, there can be no assurance that any transaction with Nexstar will result (or the terms or timing thereof).”

Meanwhile, Meredith cancels it planned participation in the Citi 2016 Internet, Media & Telecommunications Conference in Las Vegas, a who’s who of sector CEOs and senior executives, analysts and business reporters. No reason was given, just a litany of Meredith assets—17 owned or operated stations reaching 11 percent of U.S. households, seven in the top 25 markets, 650 hours of local news produced, etc. Plus, a note about having paid a dividend for “68 straight years and increased it for 22 consecutive years.”

It quickly followed with a proposed “merger of equals” that it said valued Media General shares at $20, or $3 more than Nexstar, plus the spectrum bonus plus a dividend.

Wells Fargo’s Marci Ryvicker boiled down the basics:

“As far as Nexstar and Media General are concerned, their deal is negotiated; there is really no more discussion to be had,” she wrote in an analyst’s note. “Both companies can and intend to participate in the incentive auction.”

Further, she said, Nexstar was expected to file a merger agreement with the FCC on the day of the announcement, Thursday, Jan. 7.

In the meantime, Meredith’s proposal has to get past a vote by its shareholders, presumably next month. If they turn it down, Meredith gets a $60 million break-up fee if and Nexstar gets Media General.

RICHMOND, VA. and DES MOINES, IOWA—Media General, Inc., and Meredith Corporation have announced a merger to create a new multiplatform and diversified media company called Meredith Media General. Media General acquired all of the outstanding common stock of Meredith in a deal valued at $2.4 billion.

Stephen M. Lacy will serve as Meredith Media General’s CEO and president. Joseph H. Ceryanec will serve as the company’s chief financial officer. The remainder of Meredith Media General’s senior management team will be a combination of the two company’s existing executive teams. While Meredith Media General will be incorporated in Virginia, it will maintain offices in both Richmond, Va. and Des Moines, Iowa.

Meredith Media General’s Board of Directors will be led by J. Stewart Bryan III in the position of chairman of Meredith Media General. The rest of the board will be made up of 12 directors, eight appointed by Media General and four appointed by Meredith.

With the merger, Meredith Media General owns 88 TV stations across 54 markets that reach 34 million households. Stations in six markets— Portland, Ore.; Nashville, Tenn.; Hartford-New Haven, Conn.; Greenville-Spartanburg, S.C./Asheville, N.C.; Mobile, Ala./Pensacola, Fla.; and Springfield, Mass.—will be swapped or divested in order to address regulatory considerations.

The merger has been approved by the Board of Directors for both Media General and Meredith. The companies now await the approval from shareholders as well as customary closing conditions and regulatory approvals. The transaction is expected to officially close by June 30, 2016.

For more information, click here.

RICHMOND, VA--Top executives at Meredith and Media General told analysts during a conference call that the $2.4 billion merger they announced this morning has considerable upside in digital media as well as TV stations poised to benefit from 2016 election spending.

The combined entity will reach some 30% of U.S. TV households, via 88 stations in 54 markets, which would make it the No. 3 U.S. station group. In 80% of all markets where it operates, it will be No. 1 or No. 2 in terms of revenue, a point the executives returned to repeatedly during the hour-long call.

Broadcasting & Cable has the rest of the story.