Nexstar finalizes acquisition of Tribune Media, now largest local TV broadcaster

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AMARILLO, Texas — On Thursday, Nexstar Media Group, Inc. announced that it completed its acquisition of Tribune Media Company for approximately $7.2 billion.

According to a press release, this merger creates the nation’s largest pure-play local broadcast TV and digital media company.

This means Nexstar is the nation’s leading provider of local news, entertainment, sports, lifestyle, and network programming through its broadcast and digital media platforms based on U.S. TV household reach, according to the release.

“Today, Nexstar produces over 254,000 hours of local news and content annually with plans to expand our local programming over the coming year,” said Perry Sook, CEO of Nexstar, in a statement.

The following is the full release from Nexstar Media Group:

Nexstar Media Group, Inc. (Nasdaq: NXST) (“Nexstar”) announced today that it completed its previously announced acquisition of Tribune Media Company (NYSE: TRCO) (“Tribune Media”) in an accretive transaction valued at approximately $7.2 billion including the assumption of Tribune Media’s outstanding debt (the “Tribune Transaction”). Pursuant to the merger agreement, 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.

The combination creates the nation’s largest pure-play local broadcast television and digital media company, with national coverage and reach to approximately 39% of U.S. television households (reflecting the FCC’s UHF discount). Nexstar will benefit from increased operational, geographic and economic diversity and scale as a result of Tribune Media’s diverse portfolio of media assets including owned or operated broadcast television stations in major U.S. markets; compelling local news and entertainment content; significant broadcast distribution; ownership of WGN America, a growing national general entertainment cable network; a 31.3% ownership stake in TV Food Network, a top tier cable asset; and equity holdings in several digital media businesses.  As a result of the Tribune Transaction, Nexstar is now the nation’s leading provider of local news, entertainment, sports, lifestyle and network programming through its broadcast and digital media platforms based on U.S. TV household reach.

Nexstar also announced that upon closing the Tribune Transaction it completed the previously announced divestitures of 21 television stations for total consideration of approximately $1.33 billion (inclusive of a purchase price adjustment for two Indianapolis stations sold to Circle City Broadcasting). In addition, based on due diligence completed since the Tribune Transaction was announced, Nexstar now expects first year operating synergies of approximately $185 million, an increase from its prior estimate of $160 million.

Reflecting the additional identified synergies, the favorable station divestiture process, terms for the financing of the Tribune Transaction, recent operating results and one-time revenue losses and expenses incurred in the 2019 third quarter related to distribution negotiations with AT&T, which resulted in an approximate $20 million annual impact to Nexstar’s 2018/2019 and 2019/2020 free cash flow, Nexstar is reiterating its pro-forma average annual free cash flow guidance for the 2018/2019 cycle of approximately $900 million and initiating pro-forma average annual free cash flow guidance for the 2019/2020 cycle of approximately $1.02 billion.  Nexstar has approximately 46.1 million shares of Class A Common Stock outstanding (the only class of shares outstanding).

Reflecting recent operating results, voluntary debt repayments in the current quarter to date and the terms of the transaction financings, Nexstar’s net leverage ratio at closing is approximately 4.9x.  Nexstar intends to allocate a significant portion of its annual free cash flow to leverage reduction and with high levels of political spending anticipated in 2020, Nexstar is targeting a total net leverage ratio of less than 4.0x at December 31, 2020.

Copyright 2019 Nexstar Broadcasting, Inc. All rights reserved. This material may not be published, broadcast, rewritten, or redistributed.

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