8-K

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) January 17, 2017 (January 17, 2017)

MEDIA GENERAL, INC.

(Exact name of registrant as specified in its charter)

Commonwealth of Virginia	1-6383	54-0850433
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

333 E. Franklin St., Richmond, VA	23219
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (804) 887-5000

N/A

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introduction

On January 17, 2017, Media General, Inc. (the “Company”) completed its previously reported merger (the “Merger”) with Neptune Merger Sub, Inc. (“Merger Sub”), a Virginia corporation and a wholly owned subsidiary of Nexstar Broadcasting Group, Inc., a Delaware corporation (“Nexstar”), pursuant to that certain Agreement and Plan of Merger, dated as of January 27, 2016, by and among the Company, Nexstar and Merger Sub (the “Merger Agreement”). The Company was the surviving corporation in the Merger and, upon consummation of the Merger, became a wholly owned subsidiary of Nexstar.

Item 1.02     Termination of a Material Definitive Agreement.

Credit Agreement

On January 17, 2017, in connection with the consummation of the Merger, the Company repaid in full and terminated that certain Amended and Restated Credit Agreement, dated as of July 31, 2013 (as amended and modified), by and among the Company, Royal Bank of Canada, as the administrative agent, and the other agents and lenders party thereto, and in connection therewith all lending commitments of the lenders thereunder were terminated, all guarantees provided by the Company and its subsidiaries were terminated and all collateral security interests and liens upon the personal and real property of the Company and its subsidiaries were terminated. In addition, the loans outstanding under the credit agreement among Shield Media LLC (and its subsidiary WXXA) and Shield Media Lansing LLC (and its subsidiary WLAJ), and a syndicate of lenders, dated July 31, 2013, were also refinanced in connection with the consummation of the new credit facilities of Nexstar.

Redemption of 2021 Notes

On November 1, 2016, LIN Television Corporation (“LIN Television”), a wholly owned subsidiary of the Company, directed The Bank of New York Mellon Trust Company, N.A., as trustee (the “2021 Senior Notes Trustee”) under the indenture, dated as of October 12, 2012, by and among LIN Television, the guarantors named therein and the 2021 Senior Notes Trustee (the “2021 Senior Notes Indenture”), to issue a notice of redemption to redeem in full the issued and outstanding $275 million aggregate principal amount of LIN Television’s 6.375% Senior Notes due 2021 (the “2021 Senior Notes”) on December 1, 2016 (the “Initial Redemption Date”) at a redemption price of 100% of the outstanding aggregate principal amount of the 2021 Senior Notes plus the applicable premium, plus accrued and unpaid interest to the Initial Redemption Date. The Initial Redemption Date was subsequently delayed and withdrawn on December 28, 2016. On December 28, 2016, a new notice of conditional redemption to redeem in full the 2021 Senior Notes on January 27, 2017 (the “New Redemption Date”) at a redemption price of 103.188% of the outstanding aggregate principal amount of the 2021 Senior Notes plus accrued and unpaid interest to the New Redemption Date. On January 17, 2017, in connection with the consummation of the Merger, LIN Television deposited or caused to be deposited funds in an amount equal to the aggregate redemption price for the 2021 Senior Notes, plus accrued and unpaid interest to the New Redemption Date, with the 2021 Senior Notes Trustee, and the 2021 Senior Notes Indenture was satisfied and discharged effective as of January 17, 2017.

Item 2.01     Completion of Acquisition or Disposition of Assets.

Business Combination with Nextstar

As described in the introductory note above, on January 17, 2017 the Company consummated the Merger. At the effective time of the Merger (the “Effective Time”), each share of the Company’s common stock issued and outstanding immediately prior to the Effective Time, other than shares or other securities representing capital stock in the Company owned, directly or indirectly, by Nexstar or any of its subsidiaries or any subsidiary of the Company, was converted into the right to receive (i) $10.55 in cash, without interest (the “Cash Consideration”) and (ii) 0.1249 of a share of Nexstar Class A common stock (the “Stock Consideration”). In addition, the Company’s shareholders received a non-transferable contingent value right (“CVR”) for each of the Company’s shares, representing the right to receive net cash proceeds as received from the sale of the Company’s spectrum in the Federal Communication Commission’s ongoing spectrum auction (the CVRs, together with the Stock Consideration and the Cash Consideration, the “Merger Consideration”).

In addition, pursuant to the Merger Agreement, each unvested Company stock option outstanding immediately prior to the Effective Time became fully vested and each Company stock option was converted into an option to purchase Nexstar Class A common stock, at the same aggregate price as provided in the underlying Company stock option, with the number of shares of Nexstar Class A common stock determined by taking into account the Cash Consideration and the Stock Consideration. Additionally, holders of the Company’s stock options received one CVR for each share subject to the Company stock option immediately prior to the Effective Time. All other equity-based awards of the Company outstanding immediately prior to the Effective Time vested in full and were converted into the right to receive the Merger Consideration.

The information set forth in the Introduction of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

The foregoing descriptions of the Merger Agreement and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by the Company on January 28, 2016 and incorporated herein by reference.

Item 3.01     Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 17, 2017, the Company notified the New York Stock Exchange (the “NYSE”) that the Merger had been completed and requested that the NYSE file with the SEC a notification of removal from listing on Form 25 with respect to the delisting of the Company’s common stock. Accordingly, the NYSE has filed a notification of delisting of the Company’s common stock from the NYSE and deregistration of the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 with the SEC. The Company intends to file a Form 15 with the SEC to terminate or suspend its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.

Item 3.03Material Modification to Rights of Security Holders.

As set forth under Item 2.01 of this Current Report on Form 8-K, as of the Effective Time, each share of the Company’s common stock issued and outstanding immediately prior to the Effective Time, other than shares or other securities representing capital stock in the Company owned, directly or indirectly, by Nexstar or any of its subsidiaries or any subsidiary of the Company, was converted into the right to receive the Merger Consideration. At the Effective Time, the Company’s shareholders ceased to have any rights as shareholders in the Company other than the right to receive the Merger Consideration.

The information set forth in Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01Changes in Control of the Registrant.

As a result of the consummation of the Merger in accordance with Section 13.1-720 of the Virginia Stock Corporation Act, a change of control of the Company occurred on January 17, 2017.

The information set forth in Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, each of Diana F. Cantor, Royal W. Carson, III, H.C. Charles Diao, Dennis J. FitzSimons, Soohyung Kim, Douglas W. McCormick, John R. Muse, Wyndham Robertson, Vincent L. Sadusky and Thomas J. Sullivan, resigned from his or her respective position as an officer of the Company and/or a member of the Company’s Board of Directors, and any committee thereof, effective as of the Effective Time. Immediately following the Merger, the director of Merger Sub serving immediately prior to the Effective Time became the director of the Company and the officers of Merger Sub serving immediately prior to the Effective Time became the officers of the Company.

In connection with the Merger, each of Vincent L. Sadusky, James F. Woodward, Deborah A. McDermott, and Andrew C. Carington has been terminated without cause effective as of the Effective Time, and, as a result, is entitled to receive the severance and benefits as provided under his or her employment agreement with the Company, subject to the executive’s execution and non-revocation of a separation agreement and release. In addition, effective as of the Effective Time, Timothy Mulvaney ceased to serve as the Company’s Controller and Chief Accounting Officer and, as a result, is entitled to certain payments and benefits as provided under his employment agreement, subject to his execution and non-revocation of a separation agreement and release.

Item 5.03     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the Effective Time, by virtue of the Merger, the articles of incorporation and bylaws of the Company were amended and restated in their entirety in accordance with the terms of the Merger Agreement. The Amended and Restated Articles of Incorporation of the Company and the Amended and Restated Bylaws of the Company are attached as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 8.01     Other Events.

On January 17, 2017, the Company and Nexstar issued a joint press release announcing the completion of the Merger and related transactions. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

On November 1, 2016, LIN Television commenced an offer to repurchase for cash all or any part of its 5.875% Senior Notes due 2022 (the “2022 Senior Notes”) at a purchase price equal to 101% of the aggregate principal amount thereof, together with accrued and unpaid interest thereon to the date of repurchase (the “Change of Control Offer”). The Change of Control Offer was set to expire at 11:59 P.M. (New York City time) on November 30, 2016, and subsequently extended and then withdrawn on December 28, 2016. On December 28, 2016, LIN Television commenced a new offer to repurchase for cash all or any part of its 2022 Senior Notes at a purchase price equal to 101% of the aggregate principal amount thereof, together with accrued and unpaid interest thereon to the date of repurchase (the “New Change of Control Offer”). The New Change of Control Offer will expire at 11:59 P.M. (New York City time) on January 26, 2017.

Item 9.01      Financial Statements and Exhibits.

(d)      Exhibits

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of January 27, 2016, by and among Nexstar Broadcasting Group, Inc., Neptune Merger Sub, Inc. and Media General, Inc. (incorporated by reference to Exhibit 2.1 of Media General, Inc.’s Current Report on Form 8-K, event date January 27, 2016, filed with the SEC on January 28, 2016)
3.1	Amended and Restated Articles of Incorporation of Media General, Inc.*
3.2	Amended and Restated Bylaws of Media General, Inc.*
99.1	Joint Press Release of Media General, Inc. and Nexstar Broadcasting Group, Inc., dated January 17, 2017.*

* Filed herewith.

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.

	MEDIA GENERAL, INC.
	(Registrant)
Date: January 17, 2017
		/s/ Thomas E. Carter
		Name: Thomas E. Carter
		Title: Treasurer

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of January 27, 2016, by and among Nexstar Broadcasting Group, Inc., Neptune Merger Sub, Inc. and Media General, Inc. (incorporated by reference to Exhibit 2.1 of Media General, Inc.’s Current Report on Form 8-K, event date January 27, 2016, filed with the SEC on January 28, 2016)
3.1	Amended and Restated Articles of Incorporation of Media General, Inc.*
3.2	Amended and Restated Bylaws of Media General, Inc.*
99.1	Joint Press Release of Media General, Inc. and Nexstar Broadcasting Group, Inc., dated January 17, 2017.*

* Filed herewith.

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

media general, INC.

I. CORPORATE NAME

The name of the Corporation is Media General, Inc.

II. AUTHORIZED STOCK

The Corporation is authorized to issue 1,000 shares of common stock.

III. REGISTERED OFFICE AND REGISTERED AGENT

The address of the registered office, which is identical to the business office of the registered agent, shall be Bank of America Center, 16th Floor, 1111 E. Main Street, Richmond, VA 23219, in the City of Richmond. The registered agent is a foreign stock corporation authorized to transact business in Virginia. The registered agent shall be Corporation Service Company.

IV. DIRECTOR/OFFICER LIABILITY AND INDEMNITY

(a)     Every reference in this Article IV to a Director or Officer shall include every Director or Officer or former Director or Officer of the Corporation and every person who served at the request of the Corporation or one of its subsidiaries as a Director, Officer, partner or trustee of any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and, in all of such cases, his or her heirs, executors and administrators. In addition, in this Article IV, the terms “applicant”, “expenses”, “liability”, “party”, and “proceeding” shall have the respective meanings set forth in Section 13.1-696 of the Virginia Stock Corporation Act.

(b)     In any proceeding brought by or in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, no Director or Officer of the Corporation shall be liable to the Corporation or its shareholders for monetary damages with respect to any transaction, occurrence or course of conduct, whether prior or subsequent to the effective date of this Article IV, except for liability resulting from such person’s having engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law.

(c)     The Corporation shall indemnify (i) any person who was or is a party to any proceeding, including a proceeding brought by a shareholder in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, by reason of the fact that he or she is or was a Director or Officer of the Corporation, or (ii) any Director or Officer who is or was serving at the request of the Corporation as a Director, trustee, partner or Officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him in connection with such proceeding unless he or she engaged in willful misconduct or a knowing violation of the criminal law. A person is considered to be serving an employee benefit plan at the Corporation’s request if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. The Board of Directors is hereby empowered, by a majority vote of a quorum of disinterested Directors, to enter into a contract to indemnify any Director or Officer in respect of any proceedings arising from any act or omission, whether occurring before or after the execution of such contract.

(d)     The provisions of this Article IV shall be applicable to all proceedings commenced after the adoption hereof by the shareholders of the Corporation, arising from any act or omission, whether occurring before or after such adoption. No amendment or repeal of this Article IV shall have any effect on the rights provided under this Article IV with respect to any act or omission occurring prior to such amendment or repeal. The Corporation shall promptly take all such actions, and make all such determinations, as shall be necessary or appropriate to comply with its obligation to provide any indemnity under this Article IV and shall promptly pay or reimburse all reasonable expenses, including attorneys’ fees, incurred by any such Director or Officer in connection with such actions and determinations or proceedings of any kind arising therefrom.

(e)     The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the applicant did not meet the standard of conduct described in Section (b) or (c) of this Article IV.

(f)     Any indemnification under Section (c) of this Article IV (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the applicant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section (c) of this Article IV.

The determination shall be made:

(1) if there are two or more disinterested directors, by the Board of Directors by a majority vote of disinterested directors, a majority of whom shall constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote;

(2) by special legal counsel:

(a) selected by the Board of Directors or its committee in the manner prescribed in Section (f)(1) of this Article IV; or

(b) if there are fewer than two disinterested directors, selected by the Board of Directors, in which selection Directors who do not qualify as disinterested directors may participate; or

(3) by the shareholders, but shares owned by or voted under the control of a Director who at the time does not qualify as a disinterested director may not be voted on the determination.

Any evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is appropriate, except that if the determination is made by special legal counsel, such evaluation as to reasonableness of expenses shall be made by those entitled under Section (f)(2) of this Article IV to select counsel.

Notwithstanding the foregoing, in the event there has been a change in the composition of a majority of the Board of Directors after the date of the alleged act or omission with respect to which indemnification is claimed, any determination as to indemnification and advancement of expenses with respect to any claim for indemnification made pursuant to this Article IV shall be made by special legal counsel agreed upon by the Board of Directors and the applicant. If the Board of Directors and the applicant are unable to agree upon such special legal counsel the Board of Directors and the applicant each shall select a nominee, and the nominees shall select such special legal counsel. If the nominees are unable to agree upon such special legal counsel, such special legal counsel shall be selected upon application to a court of competent jurisdiction.

(g)     (1) The Corporation shall pay for or reimburse the reasonable expenses incurred by any applicant who is a party to a proceeding in advance of final disposition of the proceeding or the making of any determination under Section (c) of this Article IV if the applicant furnishes the Corporation:

(a) a written statement of his or her good faith belief that he or she has met the standard of conduct described in Section (c) of this Article IV; and

(b) a written undertaking, executed personally or on his or her behalf, to repay the advance if it is ultimately determined that he or she did not meet such standard of conduct.

(2) The undertaking required by Section (g)(1)(b) of this Article IV shall be an unlimited general obligation of the applicant but need not be secured and may be accepted without reference to financial ability to make repayment.

(3) Authorizations of payments under this section shall be made by the persons specified in Section (f) of this Article IV.

(h)      The Corporation may indemnify or contract to indemnify any person not specified in Section (b) or (c) of this Article IV who was, is or may become a party to any proceeding, by reason of the fact that he or she is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in Section (c) of this Article IV.

(i)     The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article IV and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a Director, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by him in any such capacity or arising from his or her status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article IV.

(j)     The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred by this Article IV on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this Article IV. Such rights shall not prevent or restrict the power of the Corporation to make or provide for any further indemnity, or provisions for determining entitlement to indemnity, pursuant to one or more indemnification agreements, bylaws, or other arrangements (including, without limitation, creation of trust funds or security interests funded by letters of credit or other means) approved by the Board of Directors (whether or not any of the Directors of the Corporation shall be a party to or beneficiary of any such agreements, bylaws or arrangements); provided, however, that any provision of such agreements, bylaws or other arrangements shall not be effective if and to the extent that it is determined to be contrary to this Article IV or applicable laws of the Commonwealth of Virginia.

(k)     Each provision of this Article IV shall be severable, and an adverse determination as to any such provision shall in no way affect the validity of any other provision.

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS
OF
MEDIA GENERAL, INC.

TABLE OF CONTENTS

Section		Page
	ARTICLE 1 Meetings of Shareholders
1.1.	Places of Meetings	1
1.2.	Annual Meetings	1
1.3.	Special Meetings	1
1.4.	Notice of Meetings	1
1.5.	Action by Shareholders Without a Meeting	1
1.6.	Quorum	2
1.7.	Voting	2
1.8.	Inspectors	2
	ARTICLE 2 Directors
2.1.	General Powers	3
2.2.	Number of Directors	3
2.3.	Election and Removal of Directors; Quorum.	3
2.4.	Meetings of Directors	3
2.5.	Actions by Directors or Committee Without Meeting	4
2.6.	Compensation	4
	ARTICLE 3 Committees
3.1.	Executive Committee	4
3.2.	Other Committees	4
3.3.	Meetings	5
3.4.	Quorum and Manner of Acting	5
3.5.	Term of Office	5

 i

3.6.	Resignation and Removal	5
3.7.	Vacancies	5
	ARTICLE 4 Officers
4.1.	Election of Officers; Terms	5
4.2.	Removal of Officers; Vacancies	5
4.3.	Duties	5
4.4.	Duties of the President	6
4.5.	Duties of the Vice Presidents	6
4.6.	Duties of the Treasurer	6
4.7.	Duties of the Secretary	6
4.8.	Compensation	7
	ARTICLE 5 Capital Stock
5.1.	Certificates	7
5.2.	Lost, Destroyed and Mutilated Certificates	7
5.3.	Transfer of Stock	7
5.4.	Closing of Transfer Books and Fixing Record Date	7
	ARTICLE 6 Corporate Records
6.1.	Minutes of Meetings and Records of Actions Taken Without Meetings	8
6.2.	Accounting Records	8
6.3.	List of Shareholders	8
6.4.	Form of Records	8
6.5.	Financial Statements for Shareholders	8
6.6.	Specific Records Which Corporation Must Keep	8
	ARTICLE 7 Miscellaneous Provisions
7.1.	Seal	9
7.2.	Fiscal Year	9
7.3.	Checks, Notes and Drafts	9
7.4.	Amendment of Bylaws	9
7.5.	Voting of Stock Held	9
7.6.	Indemnification	10

 ii

AMENDED & RESTATED bylaws
of
media general, Inc.

ARTICLE 1

Meetings of Shareholders

1.1     Places of Meetings. All meetings of the shareholders shall be held at such place, either within or without the State of Virginia, as from time to time may be fixed by the Board of Directors.

1.2     Annual Meetings. The annual meeting of the shareholders, for the election of Directors and transaction of such other business as may come before the meeting, shall be held in each year on September 30, if that day is not a legal holiday. If that day is a legal holiday, the annual meeting shall be held on the next succeeding day not a legal holiday. The failure to hold an annual meeting at the time stated in or fixed in accordance with these Bylaws does not affect the validity of any corporate action.

1.3     Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called at any time by the Chairman of the Board of Directors, by the President, by the Board of Directors, or if shareholders together holding at least twenty percent (20%) of all votes entitled to be cast on any issue proposed to be considered at the special meeting sign, date and deliver to the Corporation's secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting.

1.4     Notice of Meetings. Written notice stating the place, day and hour of every meeting of the shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting to each shareholder of record entitled to vote at such meeting, at his address which appears on the stock transfer books of the Corporation except that notice of a shareholders' meeting to act on an amendment of the articles of incorporation, a plan of merger or share exchange, a proposed sale of assets pursuant to § 13.1-724, or the dissolution of the corporation shall be given not less than twenty-five nor more than sixty days before the meeting date. Meetings may be held without notice if all the shareholders entitled to vote at the meeting are present in person or by proxy or if notice is waived in writing by those not present, either before or after the meeting.

1.5     Action by Shareholders Without a Meeting. Any action which may be taken at a meeting of the shareholders may be taken without a meeting if one or more consents, in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof and delivered to the Secretary for inclusion in the Corporation's minutes or filing with the corporate records. Any action taken by unanimous written consent of the shareholders shall be effective according to its terms when all consents are in possession of the Corporation. Notwithstanding the foregoing, an action taken by written consent of the shareholders that specifies an effective date shall be effective as of such date, provided the consent states the date of execution by each shareholder. A shareholder may withdraw his written consent only by delivering a written notice of withdrawal to the Corporation prior to the time that all consents are in possession of the Corporation. If not otherwise determined by resolution of the Board of Directors, the record date for determining shareholders entitled to take action without a meeting shall be the date the first shareholder signs such consent. Any such consent shall have the same force and effect as a unanimous vote of the shareholders.

1

1.6     Quorum. Any number of shareholders together holding at least a majority of the outstanding shares of capital stock entitled to vote in each voting group with respect to the business to be transacted, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum of such group for the transaction of business. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned from time to time by a majority of the shareholders present or represented by proxy without notice other than by announcement at the meeting until a quorum shall attend. Once a share is represented for any purpose at a meeting of shareholders, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is, or shall be, set for that adjourned meeting.

1.7     Voting. At any meeting of the shareholders each shareholder of a class entitled to vote on any matter coming before the meeting shall, as to such matter, have one vote, in person or by proxy, for each share of capital stock of such class standing in his or her name on the books of the Corporation on the date, not more than seventy days prior to such meeting, fixed by the Board of Directors, for the purpose of determining shareholders entitled to vote, as the date on which the stock transfer books of the Corporation are to be closed or as the record date. Every proxy shall be in writing, dated and signed by the shareholder entitled to vote or his duly authorized attorney in fact. An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes before or at the time of the meeting. No proxy shall be valid after eleven months from its date, unless otherwise expressly provided in the proxy. If a quorum is present at a meeting of the shareholders, action on a matter other than election of directors shall be approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless a vote of a greater number is required by the Corporation's Articles of Incorporation or by law. If a quorum is present at a meeting of the shareholders, directors shall be elected by a plurality of the votes cast by the shares entitled to vote in such election.

1.8     Inspectors. An appropriate number of inspectors for any meeting of shareholders may be appointed by the Chairman of such meeting. Inspectors so appointed will open and close the polls, will receive and take charge of proxies and ballots, and will decide all questions as to the qualifications of voters, validity of proxies and ballots, and the number of votes properly cast.

2

ARTICLE 2

Directors

2.1     General Powers. The property, affairs and business of the Corporation shall be managed under the direction of the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these Bylaws, all of the powers of the Corporation shall be vested in such Board.

2.2     Number of Directors. The number of directors shall be between one (1) and ten (10). The actual number of directors may be increased or decreased from time to time within this range by the Board of Directors by resolution of the Board. Only the shareholders may increase or decrease the range in the number of directors. No decrease in number shall have the effect of shortening the term of any incumbent director.

2.3.     Election and Removal of Directors; Quorum.

(a)     Directors shall be elected at each annual meeting of shareholders to succeed those Directors whose terms have expired and to fill any vacancies then existing.

(b)     Directors shall hold their offices until the next annual shareholders' meeting following their election and until their successors are elected and qualify. Any Director may be removed from office at a meeting called expressly for that purpose by the vote of shareholders holding not less than a majority of the shares entitled to vote at an election of Directors.

(c)     Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire at the next shareholders' meeting at which directors are elected.

(d)     A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4     Meetings of Directors. An annual meeting of the Board of Directors shall be held as soon as practicable after the adjournment of the annual meeting of shareholders at such place as the Board may designate. Other meetings of the Board of Directors shall be held at places within or without the State of Virginia and at times fixed by resolution of the Board, or upon call of the Chairman of the Board, the President or a majority of the Directors. The Secretary or officer performing the Secretary's duties shall give not less than twenty-four hours' notice by letter, telegraph or telephone of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting. Members of the Board of Directors or any committee designated thereby may participate in a meeting of the Board or such committee by any means of communication whereby all persons participating in the meeting can simultaneously hear each other, and participation by such means shall constitute presence in person at such meeting. A written record shall be made of any action taken at a meeting conducted by such means of communication.

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2.5     Actions by Directors or Committee Without Meeting. Any action which may be taken at a meeting of the Board of Directors or of a Committee may be taken without a meeting if one or more consents in writing, setting forth the action so taken, is signed either before or after such action by all of the Directors or all of the members of the Committee, as the case may be, and delivered to the secretary for inclusion in the Corporation's minutes or filing with the corporate records. Such action shall be effective when the last director signs the consent, unless the consent specifies a different effective date, in which event an action so taken shall be effective on the date specified therein, provided the consent states the date of execution by each director. Any such consent shall have the same force and effect as a unanimous vote of the directors.

2.6     Compensation. By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, as well as discount and other privileges. Nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services.

ARTICLE 3

Committees

3.1     Executive Committee. The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by the Bylaws, may elect an Executive Committee which shall consist of not less than two Directors, including the President. When the Board of Directors is not in session, the Executive Committee shall have all power vested in the Board of Directors by law, by the Articles of Incorporation, or by these Bylaws, provided that the Executive Committee shall not have power to approve an amendment to the Articles of Incorporation or a plan of merger or consolidation, a plan of exchange under which the Corporation would be acquired, the sale, lease or exchange, or the mortgage or pledge for a consideration other than money, of all, or substantially all, the property and assets of the Corporation otherwise than in the usual and regular course of its business, the voluntary dissolution of the Corporation, or revocation of voluntary dissolution proceedings, or to take any action prohibited by express resolution of the Board of Directors. The Executive Committee shall report at the next regular or special meeting of the Board of Directors all action which the Executive Committee may have taken on behalf of the Board since the last regular or special meeting of the Board of Directors.

3.2     Other Committees. The Board of Directors, by resolution duly adopted, may establish such other standing or special committees of the Board, consisting of at least two Directors, as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

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3.3     Meetings. Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these Bylaws for regular and special meetings of the Board of Directors.

3.4     Quorum and Manner of Acting. A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

3.5     Term of Office. Members of any Committee shall be appointed as above provided and shall hold office until their successors are appointed by the Board of Directors or until such Committee is dissolved by the Board of Directors.

3.6     Resignation and Removal. Any member of a Committee may resign at any time by giving written notice of his intention to do so to the President or the Secretary of the Corporation, or may be removed, with or without cause, at any time by such vote of the Board of Directors as would suffice for his election.

3.7     Vacancies. Any vacancy occurring in a Committee resulting from any cause whatever may be filled by the Board of Directors.

ARTICLE 4

Officers

4.1     Election of Officers; Terms. The officers of the Corporation shall consist of a President and a Secretary. Other officers, including a Chairman of the Board, one or more Vice Presidents (any one or more of whom may be designated as Executive Vice Presidents or Senior Vice Presidents), a Treasurer, and assistant and subordinate officers, may from time to time be elected by the Board of Directors, and they shall hold office for such terms as the Board of Directors may prescribe. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. Any two or more offices may be held by the same person.

4.2     Removal of Officers; Vacancies. Any officer of the Corporation may be removed summarily with or without cause, at any time, by the Board of Directors. Vacancies may be filled by the Board of Directors.

4.3     Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

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4.4     Duties of the President. The President shall be the chief executive officer of the Corporation and shall be primarily responsible for the implementation of policies of the Board of Directors. He shall have general management and direction of the business and operations of the Corporation and its several divisions, subject only to the ultimate authority of the Board of Directors. Except as otherwise provided in these Bylaws or in the resolutions establishing such committees, he shall be ex officio a member of all Committees of the Board. In the absence of the Chairman of the Board, or if there is no such officer, the President shall preside at all corporate meetings. He may sign and execute in the name of the Corporation stock certificates, deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or as otherwise required by law. In addition, he shall perform all duties incident to the office of the President and such other duties as from time to time may be assigned to him by the Board of Directors.

4.5     Duties of the Vice Presidents. Each Vice President, if any, shall have such powers and duties as may from time to time be assigned to him by the President or the Board of Directors. Any Vice President may, when authorized by the Board of Directors, sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments, except where the signing and execution of such documents shall be expressly delegated by the Board of Directors or the President to some other officer or agent of the Corporation or as otherwise required by law.

4.6     Duties of the Treasurer. The Treasurer, if any, shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit all monies and securities of the Corporation in such banks and depositaries as shall be designated by the Board of Directors. He shall be responsible (i) for maintaining adequate financial accounts and records in accordance with generally accepted accounting practices; (ii) for the preparation of appropriate operating budgets and financial statements; (iii) for the preparation and filing of all tax returns required by law; and (iv) for the performance of all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors or the President. The Treasurer may sign and execute in the name of the Corporation stock certificates, deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or as otherwise required by law.

4.7     Duties of the Secretary. The Secretary shall act as secretary of all meetings of the Board of Directors and stockholders of the Corporation. When requested, he shall also act as secretary of the meetings of the Committees of the Board. He shall keep and preserve the minutes of all such meetings in permanent books. He shall see that all notices required to be given by the Corporation are duly given and served; shall have custody of the seal of the Corporation and shall affix the seal or cause it to be affixed to all stock certificates of the Corporation and to all documents the execution of which on behalf of the Corporation under its corporate seal is duly authorized in accordance with law or the provisions of these Bylaws; shall have custody of all deeds, leases, contracts and other important corporate documents; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation; shall see that all reports, statements and other documents required by law (except tax returns) are properly filed; and shall in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors or the President.

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4.8     Compensation. The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE 5

Capital Stock

5.1     Certificates. The shares of capital stock of the Corporation may be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law. Transfer agents and/or registrars for one or more classes of the stock of the Corporation may be appointed by the Board of Directors and may be required to countersign certificates representing stock of such class or classes. If any officer whose signature or facsimile thereof shall have been used on a stock certificate shall for any reason cease to be an officer of the Corporation and such certificate shall not then have been delivered by the Corporation, the Board of Directors may nevertheless adopt such certificate and it may then be issued and delivered as though such person had not ceased to be an officer of the Corporation.

5.2     Lost, Destroyed and Mutilated Certificates. Holders of the stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates for the same number of shares in the aggregate to be issued to such stockholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

5.3     Transfer of Stock. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the Certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

5.4     Closing of Transfer Books and Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, seventy days. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notices of the meeting are mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the board of directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

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ARTICLE 6

Corporate Records

6.1     Minutes of Meetings and Records of Actions Taken Without Meetings. The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, of all actions taken by the shareholders or Board of Directors without a meeting, and all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Corporation.

6.2     Accounting Records. The Corporation shall maintain appropriate accounting records.

6.3     List of Shareholders. The Corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class and series, if any, of shares showing the number and class and series, if any, of shares held by each.

6.4     Form of Records. The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

6.5     Financial Statements for Shareholders. The Corporation must furnish to a shareholder, upon request in writing, within 30 days, a copy of the Corporation's financial statements for the most recent fiscal year, that includes a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholder's equity for the year unless that information appears elsewhere in the financial statements. If the annual financial statements are reported upon by a public accountant, his report must accompany them. If they are not reported upon by a public accountant, the president or the person responsible for the Corporation's accounting records shall provide the shareholder with a statement of the basis of accounting and a description of any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

6.6     Specific Records Which Corporation Must Keep. The Corporation shall keep a copy of the following records:

(a)     The Corporation's Articles or Restated Articles of Incorporation and all amendments to them currently in effect;

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(b)     The Corporation's Bylaws or restated Bylaws and all amendments to them currently in effect;

(c)     Any resolutions adopted by the Corporation's Board of Directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;

(d)     The minutes of all shareholders' meetings, and records of all action taken by the shareholders without a meeting, for the past three years;

(e)     All written communications to shareholders generally within the past three years, including the financial statements furnished for the past three years in accordance with Section 6.5 of these Bylaws and by law;

(f)     A list of the names and business addresses of the Corporation's current directors and officers; and

(g)     The Corporation's most recent annual report delivered to the State Corporation Commission.

ARTICLE 7

Miscellaneous Provisions

7.1     Seal. The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word "Seal" and the name of the Corporation.

7.2     Fiscal Year. The fiscal year of the Corporation shall end on such date and shall consist of such accounting periods as may be fixed by the Board of Directors.

7.3     Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

7.4     Amendment of Bylaws. Unless proscribed by the Articles of Incorporation, these Bylaws may be amended or altered at any meeting of the Board of Directors by affirmative vote of a majority of the number of Directors fixed by these Bylaws. Shareholders entitled to vote in respect to the election of Directors, however, shall have the power to rescind, alter, amend or repeal any Bylaws and to enact Bylaws which, if expressly so provided, may not be amended, altered or repealed by the Board of Directors.

7.5     Voting of Stock Held. Unless otherwise provided by resolution of the Board of Directors or of the Executive Committee, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any such other corporation; and the President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation.

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7.6     Indemnification. All officers and Directors of the Corporation will be indemnified to the fullest extent permitted by law.

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EX-99.1

Exhibit 99.1

NEWS ANNOUNCEMENT FOR IMMEDIATE RELEASE

Nexstar BROADCASTING GROUP COMPLETES ACQUISITION OF Media general

CREATING NEXSTAR MEDIA GROUP, THE NATION’S SECOND LARGEST TELEVISION BROADCASTER

Leading, Diversified Local Marketing and Content Platform Reaches Almost 39% of U.S. Television Households

Nexstar Completes Previously Announced Divestitures of 13 Television Stations for $548 Million

Nexstar Media Group Increases Pro-Forma Average Annual Free Cash Flow

Guidance for the 2016/2017 Cycle to $565 Million from $540 Million

IRVING, Texas – January 17, 2017 – Nexstar Broadcasting Group, Inc. (Nasdaq: NXST) (“Nexstar” or “the Company”) announced today that it completed its previously announced acquisition of Media General, Inc. (NYSE: MEG) in an accretive cash and stock transaction valued at approximately $4.6 billion. The combination creates a leading, diversified local marketing and content platform. Reflecting its broadened base of operations and capabilities, Nexstar has changed its name to Nexstar Media Group, Inc. The Company’s shares will continue to trade on the NASDAQ Global Select Market under the symbol “NXST.”

Nexstar also announced today that upon closing the Media General transaction it also completed the previously announced divestitures of 13 television stations for total consideration of $548 million. In addition, based on additional identified synergies and recent operating results, the Company increased its pro-forma average annual free cash flow guidance for the 2016/2017 cycle to approximately $565 million, or slightly in excess of $12 per share (based upon approximately 47 million shares outstanding following the completion of the Media General transaction), up from prior guidance of $540 million.

The Media General transaction increases Nexstar’s broadcast portfolio by approximately two thirds, more than doubles the Company’s audience reach, provides entrée to 15 new top-50 DMAs and offers synergies related to the increased scale of the combined digital operations. As a result, Nexstar Media Group is one of the nation’s leading creators and distributors of local news, entertainment, sports, lifestyle and network programming and content through its broadcast and digital platform with annual revenue in excess of $2.3 billion. With 171 full power television stations in 100 markets and a diverse and growing digital operation, Nexstar offers superior engagement across all devices, as well as influence on consumers’ purchasing decisions unrivaled by other media, due in part to Nexstar’s large-scale reach to almost 39% of all U.S. television households.

Perry Sook, Chairman, President and CEO of Nexstar, commented, “Our acquisition of Media General marks a significant milestone in Nexstar’s 20 year history of growth, which has been predicated on our unwavering commitment to deliver exceptional service to the local communities where we operate and value to our shareholders. Financially, the transaction is expected to more than double our revenue and adjusted EBITDA, and Nexstar Media Group expects to generate average annual free cash flow in the 2016/2017 cycle of approximately $565 million. The increased free cash flow expectations announced today reflect an increase to our year one synergies to $81 million from $76 million, combined with the strong operating results of Nexstar’s stand-alone operations in the quarter ended December 31, 2016. Our updated guidance assumes we will realize no proceeds from the spectrum auction, and we will provide further details on our financial expectations when we report results for the quarter ended December 31, 2016 on February 28.

“Reflecting the significant accretion related to the transaction, Nexstar Media Group believes it will deliver pro-forma average annual free cash flow to our shareholders that is over 47% higher than Nexstar’s record projected stand-alone pro-forma average annual free cash flow during the 2016/2017 cycle. As an industry leader, Nexstar Media Group is poised for continued growth with a portfolio of premiere stations and digital assets, a strong balance sheet and an attractive weighted average cost of capital. With over $12.00 of expected pro-forma average annual 2016/2017 free cash flow per share, we are extremely well positioned to immediately reduce leverage, evaluate additional accretive strategic growth investments and expand our return of capital to shareholders.

“Our increased scale will allow us to create news bureaus in more state capitals than any other broadcaster, and Nexstar Media Group will produce over 3,500 hours a week of local news for medium and small markets while employing almost 10,000 people. Our teams consistently leverage localism to bring news, entertainment, information, services and value to consumers and advertisers through Nexstar’s television, digital and mobile media platforms, and their dedication is reflected in our strong standings in the local communities where we operate. The focus of our corporate, station-level and digital teams on local leadership, local vision and local targeting is the foundation of our positive near- and long-term financial outlook.”

TRANSACTION SUMMARY

Nexstar acquired all of the outstanding shares of Media General for $10.55 per share in cash, 0.1249 of a share of Nexstar Class A common stock and one contingent value right (CVR) for each Media General share. Each CVR will entitle the former Media General shareholders to potential additional consideration from the net cash proceeds, if any, received from the sale of Media General's spectrum in the Federal Communication Commission’s ongoing Incentive Auction. More information relating to the CVR and the Media General transaction is available in the Nexstar Broadcasting Group, Inc./Media General, Inc. Form S-4 filed with the United States Securities and Exchange Commission on March 22, 2016.

BofA Merrill Lynch acted as financial advisor and Kirkland & Ellis LLP acted as legal counsel to Nexstar in connection with the transaction. RBC Capital Markets, LLC and Goldman, Sachs & Co. acted as financial advisors to Media General and Fried, Frank, Harris, Shriver & Jacobson LLP and Weil, Gotshal & Manges LLP acted as its legal counsel.

About Nexstar Media Group, Inc.

Nexstar Media Group is a leading diversified media company that leverages localism to bring new services and value to consumers and advertisers through its traditional media, digital and mobile media platforms. Nexstar owns, operates, programs or provides sales and other services to 171 television stations and related digital multicast signals reaching 100 markets or approximately 39% of all U.S. television households. Nexstar’s portfolio includes primary affiliates of NBC, CBS, ABC, FOX, MyNetworkTV and The CW. Nexstar’s community portal websites offer additional hyper-local content and verticals for consumers and advertisers, allowing audiences to choose where, when and how they access content while creating new revenue opportunities. For more information please visit www.nexstar.tv.

Forward-Looking Statements

This communication includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. Forward-looking statements include information preceded by, followed by, or that includes the words "guidance," "believes," "expects," "anticipates," "could," or similar expressions. For these statements, Nexstar and Media General claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this communication, concerning, among other things, the ultimate outcome and benefits of the transaction between Nexstar and Media General, and future financial performance, including changes in net revenue, cash flow and operating expenses, involve risks and uncertainties, and are subject to change based on various important factors, including the impact of changes in national and regional economies, the ability to service and refinance our outstanding debt, successful integration of Media General (including achievement of synergies and cost reductions), pricing fluctuations in local and national advertising, future regulatory actions and conditions in the television stations' operating areas, competition from others in the broadcast television markets, volatility in programming costs, the effects of governmental regulation of broadcasting, industry consolidation, technological developments and major world news events. Nexstar and Media General undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this communication might not occur. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this release. For more details on factors that could affect these expectations, please see the definitive joint proxy statement/prospectus of Nexstar and Media General and Media General’s and Nexstar’s other filings with the SEC.

Contact:
Thomas E. Carter	Joseph Jaffoni, Jennifer Neuman
Chief Financial Officer	JCIR
Nexstar Broadcasting Group, Inc.	212/835-8500 or nxst@jcir.com
972/373-8800

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