Nexstar Media Group, Inc. (NasdaqGS:NXST) entered into a definitive merger agreement to acquire Tribune Media Company (NYSE:TRCO) for $4.2 billion on November 30, 2018. Under the terms, Nexstar will acquire all outstanding shares of Tribune Media for $46.5 per share in a cash transaction valued at $6.4 billion including the assumption of Tribune Media's outstanding debt. Each share of Tribune stock outstanding as of the effective time of the merger will be converted into the right to receive $46.5 in cash, without interest and less any required withholding taxes. If the transaction shall not have occurred by August 31, 2019, the $46.5 cash amount per share of common stock to be paid will be increased for each day after the adjustment date, through and including the closing date, by adding an amount equal to $0.009863 per day after the adjustment date. As on November 30, 2018, Nexstar entered into a commitment letter with Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Loan Funding LLC, Credit Suisse AG, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch and Deutsche Bank Securities Inc. pursuant to which the commitment parties have committed to provide the debt financing to consummate the merger, the refinancing of certain of the existing indebtedness of Tribune and certain other transactions in connection with the foregoing, including (i) incremental senior secured term A loan facilities in an aggregate principal amount of $500 million, (ii) incremental senior secured term B loan facilities in an aggregate principal amount of $3.6 billion (iii) a senior secured short-term term facility in an aggregate principal amount of $1.14 billion, subject to reduction mechanisms on the closing date and (iv) a senior unsecured bridge facility in an aggregate principal amount of up to $1.12 billion to backstop potential refinancing of the Tribune senior secured notes and/or change of control offers potentially triggered by the merger. As on July 4, 2019, Nexstar Media also completed the issuance and sale of $1,120.0 million aggregate principal amount of 5.625% senior notes due 2027, and intends to use the proceeds for the acquisition of Tribune Media Company. Tribune Media shareholders will be entitled to additional cash consideration of approximately $0.3 per month if the transaction has not closed by August 31, 2019. If the agreement is terminated in connection with Tribune entering into a definitive agreement with respect to a superior proposal, as well as under certain other circumstances, the termination fee payable by Tribune to Nexstar will be $135 million. If the agreement is terminated because the required Tribune stockholder vote is not obtained at a stockholder meeting duly held for such purpose, Tribune will be required to reimburse Nexstar for its costs and expenses incurred in connection with the transaction in an amount not to exceed $15 million.

The transaction is subject to receipt of required regulatory approvals, approval by Tribune's shareholders, approval by the FCC, expiration or termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Nexstar to divest certain assets required to comply with regulatory ownership limits, satisfaction of antitrust conditions as well as customary closing conditions. The transaction is not subject to any financing condition and the merger does not require approval of the Nexstar stockholders. Tribune Media shareholder Magnetar plans to vote in favor of the transaction. The transaction has been unanimously approved by the Boards of Directors of Nexstar Media and Tribune Media. As of January 25, 2019, Tribune Media Company announced that special meeting of shareholders is scheduled to be held on March 12, 2019 to approve the agreement and plan of merger. As of March 12, 2019, the transaction was approved by the shareholders of Tribune Media. As of April 9, 2019, Nexstar Media Group Inc. has agreed to sell two more TV stations as part of its divestment plan aimed at paving its way to winning regulatory approval for the transaction. As of July 31, 2019, Justice Department's Antitrust Division agreed to approve the deal provided Nexstar Media Group and Tribune Media divest broadcast television stations in 13 markets. As of August 20, 2019, the transaction was granted early termination notice by Federal Trade Commission. As of September 16, 2019, U.S. federal communication commission approved the transaction. The transaction is expected to close late in the third quarter of 2019. As of September 16, 2019, the transaction is expected to be finalized by the end of the week. The transaction is expected to be immediately accretive to Nexstar's operating results inclusive of expected operating synergies of approximately $160 million in the first year following the completion of the transaction and planned divestitures.

Chris Cormier, Daniel Kelly, David Fishman, Ryan Elzas, Malav Chakravorty and William Norcross of BofA Merrill Lynch are acting as the financial advisors and Sarkis Jebejian, Armand Della Monica, Ravi Agarwal, Laura Umbrecht, Gisella de la Rocha, Joshua Korff, Ashley Gregory, Brian Hecht, Yuli Wang, Dean Shulman, Vincent Thorn, Michael Krasnovsky, Julia Onorato, Ian John and Peter McCormack of Kirkland & Ellis LLP and Richard Bodorff, Eve Reed, Gregory Masters and Ari Meltzer of Wiley Rein LLP are acting as the legal advisors to Nexstar Media. John Momtazee and Navid Manmoodzadegan of Moelis & Company LLC along with Hans Toro and James Ferency of Guggenheim Securities, LLC are acting as the financial advisors while Paul S. Bird, Jonathan E. Levitsky, Peter A. Furci, Meir D. Katz, Scott B. Selinger, Benjamin P. Collins-Wood, Kevin R. Grondahl, Jose Angel Lamarque III, Molly F. Stockley and Meredith Wren of Debevoise & Plimpton LLP and Deborah Garza and Mace Rosenstein of Covington & Burling LLP are acting as legal advisors to Tribune Media. Mark Van Lith, Saee Muzumdar of Gibson, Dunn & Crutcher LLP represented Guggenheim Securities, LLC. Robert Katz and Andy Zwecker of Shearman & Sterling LLP acted as legal advisors to Bank of America. Innisfree M&A Inc. acted as information agent to Tribune and will receive a fee of $25,000 for its services. Tribune agreed to pay Moelis & Company a fee estimated to be $28.5 million in aggregate, $3.5 million of which was paid in connection with the delivery of its opinion, dated as of May 7, 2017, regardless of the conclusion reached therein, relating to the merger contemplated by the Sinclair merger agreement, $3.5 million of which became payable in connection with the delivery of its opinion, dated November as of 30, 2018, regardless of the conclusion reached therein, and the remainder of which is contingent upon consummation of the merger. Tribune will pay Guggenheim Securities a fee of $28.5 million upon consummation of the merger. Tribune has previously paid Guggenheim Securities a cash milestone fee of $3.5 million that became payable upon delivery of Guggenheim Securities' opinion in connection with the aborted Sinclair merger and a cash milestone fee of $3.5 million that became payable upon delivery of Guggenheim Securities' opinion in connection with the merger, each of which will be credited against the foregoing cash transaction fee.

Nexstar Media Group, Inc. (NasdaqGS:NXST) completed the acquisition of Tribune Media Company (NYSE:TRCO) on September 19, 2019. Nexstar acquired all outstanding shares of Tribune Media for $46.687397 per share in cash, inclusive of $0.187397 per share to reflect the final closing date relative to the August 31, 2019 targeted closing date. Three former members of Tribune Media's senior management team have joined Nexstar Media Group, Inc., effective immediately. Sean Compton has been named Executive Vice President, WGN America; Dana Zimmer will serve as Executive Vice President and Chief Distribution and Strategy Officer; and Gary Weitman has been named Executive Vice President and Chief Communications Officer.