The United States Law Week

Kirkland, Wiley Advise Nexstar on $6.4B Purchase of Tribune

Dec. 3, 2018, 4:32 PMUpdated: Dec. 3, 2018, 7:41 PM

Kirkland & Ellis and Wiley Rein advised Nexstar Media Group in its acquisition of Tribune Media, a cash deal valued at $6.4 billion, the companies announced Dec. 3.

Debevoise & Plimpton and Covington & Burling represented Tribune in the transaction, which is expected to close late in the third quarter of 2019.

The deal will create the nation’s largest local television broadcaster and local media company, according to Nexstar.

Under the terms of the deal, Nexstar will acquire all outstanding shares of Tribune Media for $46.50 per share. Nexstar will also assume Tribune’s outstanding debt.

An attempted merger between Tribune and Sinclair Broadcast Group fell through after it failed to get regulatory approval earlier this year.

Leading the team for Kirkland in the Nexstar deal were corporate attorneys Sarkis Jebejian, Armand Della Monica, Ravi Agarwal, Laura Umbrecht and Gisella de la Rocha; financing attorneys Joshua Korff, Ashley Gregory, Brian Hecht, and Yuli Wang; tax attorneys Dean Shulman and Vincent Thorn; executive compensation attorneys Michael Krasnovsky and Julia Onorato; and antitrust attorneys Ian John and Peter McCormack.

The Debevoise team was led by Paul S. Bird and Jonathan E. Levitsky and included 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.

Covington antitrust attorneys Deb Garza and Kavita Pillai as well as FCC attorneys Mace Rosenstein, Ann Bobeck, and Ani Gevorkian also worked on the deal.

Nexstar’s 174 television stations and related digital multicast signals reach almost 39 percent of all U.S. television households. Its portfolio includes primary affiliates of NBC, CBS, ABC, FOX, MyNetworkTV, and The CW.

Tribune Media‘s Tribune Media Broadcasting owns or operates 42 local television stations reaching approximately 50 million households. It also owns national entertainment cable network WGN America and a variety of digital applications and websites commanding 54 million monthly unique visitors online. Tribune has a 31 percent ownership stake in TV Food Network.

The boards of directors of both companies approved the deal, which still has to be approved by Tribune’s shareholders and the FCC. It’s also subject to satisfaction of antitrust conditions.

(Story updated to include the names of two additional Kirkland lawyers who worked on the deal. )

To contact the reporter on this story: Melissa Heelan Stanzione in Washington at mstanzione@bloomberglaw.com

To contact the editor responsible for this story: Rebekah Mintzer at rmintzer@bloomberglaw.com

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