UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 24, 2014 (June 19, 2014)
MEDIA GENERAL, INC.
(Exact name of registrant as specified in its charter)
Commonwealth of Virginia |
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1-6383 |
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54-0850433 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification Number) |
333 E. Franklin St.
Richmond, VA 23219
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (804) 887-5000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. |
Entry into a Material Definitive Agreement. |
On June 19, 2014, Media General Operations, Inc. (“Media General Operations”), a wholly owned subsidiary of Media General, Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Sinclair Television Group, Inc. (“Sinclair”), a wholly owned subsidiary of Sinclair Broadcast Group, Inc. Under the terms of the Purchase Agreement, Media General Operations has agreed to purchase the assets of WHTM-TV, a television station located in Harrisburg, Pennsylvania that is currently owned by Allbritton Communications (“Allbritton”), from Sinclair for approximately $83.4 million in cash. The completion of the transaction under the Purchase Agreement is subject to customary closing conditions for transactions of this type, including regulatory approvals, and is also subject to the closing of Sinclair’s separate transaction with Allbritton.
Item 8.01. |
Other Events. |
On June 23, 2014, the Company issued a press release announcing its entry into the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
99.1 |
Press Release of Media General, Inc. dated June 23, 2014 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 24, 2014
MEDIA GENERAL, INC. | ||
By: |
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/s/ James F. Woodward |
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Name: James F. Woodward
Title: Senior Vice President and Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 |
Press Release of Media General, Inc. dated June 23, 2014 |
Exhibit 99.1
Media General to Acquire WHTM TV of Harrisburg PA from Sinclair Broadcast Group
Richmond, VA, June 23, 2014 – Media General, Inc. (NYSE: MEG) announced today a definitive agreement with Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) under terms of which Media General will purchase WHTM TV, Channel 10, an ABC affiliate in Harrisburg, Pennsylvania, currently owned by Allbritton Communications, for $83.4 million in cash. Sinclair previously announced that it would seek to divest the station in connection with its pending acquisition of Allbritton’s broadcasting properties.
“WHTM TV is a marquee station in an attractive, capital-city market. It has a demonstrated, winning commitment to high-quality local news and programming and to its community. It fits perfectly with our Company,” said George L. Mahoney, President and Chief Executive Officer of Media General. “We look forward to welcoming WHTM to Media General and to building further on its many accomplishments.”
WHTM is the number-2 ranked television station in the 43rd-largest DMA in the country.
The transaction is subject to the closing of the Sinclair-Allbritton transaction, to typical regulatory clearances, and to customary closing conditions for a transaction of this nature.
About Media General
Media General, Inc. is a leading local television broadcasting and digital media company, providing top-rated news, information and entertainment in high quality broadcast markets across the U.S. The company owns or operates 31 network-affiliated broadcast television stations and their associated digital media and mobile platforms, in 28 markets. These stations reach 16.5 million, or 14%, of U.S. TV households. Sixteen of the 31 stations are located in the top 75 designated market areas. Media General first entered the local television business in 1955 when it launched WFLA in Tampa, Florida as an NBC affiliate.
Media Contact:
Jim Woodward
SVP, Finance & CFO
804-887-5110
JWoodward@mediageneral.com