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EX-99.2 - EX-99.2 - NEXSTAR MEDIA GROUP, INC.nxst-ex992_90.htm
EX-23.1 - EX-23.1 - NEXSTAR MEDIA GROUP, INC.nxst-ex231_91.htm
8-K/A - FORM 8-K/A - NEXSTAR MEDIA GROUP, INC.nxst-8ka_20170117.htm

Exhibit 99.1

Unaudited Pro Forma Condensed Combined Financial Information

As used in this unaudited condensed combined financial information, “Nexstar” refers to Nexstar Media Group, Inc. (formerly Nexstar Broadcasting Group, Inc.) and its consolidated subsidiaries; “Nexstar Broadcasting” refers to Nexstar Broadcasting, Inc., a wholly owned subsidiary of Nexstar; “Nexstar Escrow” refers to Nexstar Escrow Corporation, a wholly owned subsidiary of Nexstar; “Mission” refers to Mission Broadcasting, Inc., a consolidated variable interest entity, and the “Company” refers to Nexstar, Mission and other consolidated variable interests entities, and all references to “we”, “our”, “ours”, and “us” refer to Nexstar.

On January 17, 2017, Nexstar completed its previously announced merger with Media General, Inc. (“Media General”), a Virginia corporation (such date, the “Closing Date,” and such merger, the “Merger”). Following the Merger, Nexstar owns, operates, programs or provides sales and other services to 171 full power television stations in 100 markets, reaching approximately 44.7 million viewers or nearly 39% of all U.S. television households. The Merger was effected pursuant to the Agreement and Plan of Merger, dated as of January 27, 2016 (the “Merger Agreement”), by and among Nexstar, Neptune Merger Sub, Inc., a Virginia corporation and a wholly owned subsidiary of Nexstar, and Media General.

Pursuant to the terms of the Merger Agreement, upon the completion of the Merger, each issued and outstanding share of common stock, no par value, of Media General immediately prior to the effective time of the Merger, other than shares or other securities representing capital stock in Media General owned, directly or indirectly, by Nexstar or any subsidiary of Media General, was converted into the right to receive (i) $10.55 in cash, without interest (the “Cash Consideration”), (ii) 0.1249 of a share of Nexstar’s Class A Common Stock (the “Nexstar Common Stock”), par value $0.01 per share (the “Stock Consideration”), and (iii) one non-tradeable contingent value right (“CVR”) representing the right to receive a pro rata share of the net proceeds from the disposition of Media General’s spectrum in the FCC’s ongoing spectrum auction (the “FCC auction”), subject to and in accordance with the contingent value rights agreement governing the CVRs (the CVR, together with the Stock Consideration and the Cash Consideration, the “Merger Consideration”). The CVRs are not transferable, except in limited circumstances specified in the agreement governing the CVRs. Each unvested Media General stock option outstanding immediately prior to the effective time of the Merger became fully vested and was converted into an option to purchase Nexstar Common Stock at the same aggregate price as provided in the underlying Media General stock option, with the number of shares of Nexstar Common Stock adjusted to account for the Cash Consideration and the exchange ratio for the Stock Consideration. Additionally, the holders of Media General stock options received one CVR for each share subject to the Media General stock option immediately prior to the effective time of the Merger. All other equity-based awards of Media General outstanding immediately prior to the Merger vested in full and were converted into the right to receive the Merger Consideration.

Pursuant to the terms of the Merger Agreement, Nexstar Media Group, Inc. paid Cash Consideration of approximately $1.4 billion, issued a total of 16,231,070 shares, including the reissuance of shares from its treasury, of Nexstar Common Stock with a fair value of approximately $1,031.5 million and issued 228,438 stock option replacements with an estimated fair value of $10.7 million on the Closing Date. Nexstar anticipates to receive, later in 2017, approximately $479 million of gross proceeds from the disposition of Media General’s spectrum in the FCC auction. Nexstar does not anticipate any disposition of its spectrum. The value of each CVR was estimated to be worth between $1.70 and $2.10 based on the estimated gross proceeds, less estimated transaction expenses, repacking expenses and taxes as defined in the CVR agreement.

Simultaneous with the closing of the Merger, certain then-existing indebtedness of the Company and Media General were extinguished, including the Company’s term loans and revolving loans with an aggregate principal balance of $670.8 million and Media General’s outstanding term loans and senior unsecured notes with an aggregate principal balance of approximately $1,679.4 million. We assumed the $400.0 million 5.875% senior notes due 2022 issued by LIN Television Corporation, a Delaware corporation, which became our indirect subsidiary as of the Closing Date. These notes are guaranteed by Nexstar and Nexstar Broadcasting.

Concurrent with the Merger, Nexstar also completed the previously announced sale of the assets of 12 full power television stations in 12 markets for a total consideration of $547.8 million, plus working capital adjustments and assumed pension liability. Five of the divested stations were previously owned by Nexstar and were sold for an estimated $115.6 million in cash, plus working capital adjustments (the “Nexstar Divestitures”). The other seven stations were previously owned by Media General and were sold for a total consideration of $432.2 million, plus working capital adjustments and assumed pension liability (the “Media General Divestitures”).

The Cash Consideration, the refinancing of the then-existing indebtedness of the Company and Media General and the related fees and expenses were funded through a combination of proceeds from station divestitures, proceeds from the 5.625% senior unsecured notes due 2024 and the related pre-funded interest that were previously deposited in an escrow account of $927.8 million (the “5.625% Notes”) and borrowings from new term loans, net of financing costs and discounts, of $2,425.8 million.


The unaudited pro forma condensed combined financial information as of and for the year ended December 31, 2016 has been derived from (1) the audited historical consolidated financial statements of Nexstar as of and for the three years ended December 31, 2016 and (2) the audited historical consolidated financial statements of Media General as of and for the three years ended December 31, 2016.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2016 have been prepared as though the Merger occurred as of January 1, 2016, and the unaudited pro forma condensed combined balance sheet information at December 31, 2016 has been prepared as if the Merger occurred as of this date.

The pro forma adjustments give effect to events that are (1) directly attributable to the Merger, (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the combined company’s results. Accordingly, an estimated principal amount of debt issuance has been reflected in the pro forma adjustments to fund the Merger, the refinancing of certain existing debt of Nexstar and Media General and the related fees and expenses. The pro forma adjustments are based on available information and assumptions that the Nexstar management team believe are reasonable.

The unaudited pro forma condensed combined financial statements are provided for informational purposes only and do not purport to represent what the actual combined results of operations or the combined financial position of the combined company would have been had the Merger occurred on the dates assumed, nor are they necessarily indicative of future combined results of operations or combined financial position. The unaudited pro forma condensed combined financial statements do not reflect any cost savings or other synergies that management of Nexstar and Media General believe could have been achieved had the Merger been completed on the dates assumed.

The actual amounts recorded as of the closing of the transaction may differ materially from the information presented in the unaudited pro forma condensed combined financial information as a result of several factors, including the following:

 

 

completion of full valuation procedures on Media General’s net assets, which could result in materially different fair values of acquired assets, assumed liabilities and noncontrolling interests. Any changes in the valuation could also impact the basis used to allocate the sales prices of divested stations previously owned by Nexstar and Media General;

 

changes in Media General’s net assets between the pro forma balance sheet as of December 31, 2016 and the closing of the transaction on January 17, 2017, which could impact the estimated fair values as of the effective date of the Merger;

 

the net proceeds from the FCC auction, which could impact the value of the combined company as of the Closing Date as well as the value of each CVR;

 

other changes in net assets that may have occurred prior to the closing of the transaction, which could cause material differences in the information presented.

 

 

The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes and in conjunction with the consolidated financial statements and related notes of both Nexstar filed with the Securities and Exchange Commission and Media General filed herewith.


 


NEXSTAR MEDIA GROUP, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2016

(in thousands)

 

 

 

Historical

 

 

Pro Forma Adjustments

 

 

 

 

 

 

Nexstar

 

 

Media

General

 

 

Merger

 

 

 

Media

General

Divestitures

 

 

 

Pro Forma

Merger

(Subtotal)

 

 

Nexstar

Divestitures

 

 

 

Pro

Forma

Combined

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

87,680

 

 

$

40,839

 

 

$

(481,867

)

(a)

 

$

367,481

 

(a)

 

$

14,133

 

 

$

114,386

 

(a)

 

$

128,519

 

Accounts receivable, net

 

 

218,058

 

 

 

328,931

 

 

 

-

 

 

 

 

(18,854

)

(b)

 

 

528,135

 

 

 

(7,726

)

(b)

 

 

520,409

 

Prepaid expenses and

  other current assets

 

 

57,479

 

 

 

10,340

 

 

 

415,281

 

(d)

 

 

(243

)

(b)

 

 

482,857

 

 

 

(1,429

)

(b)

 

 

481,428

 

Total current assets

 

 

363,217

 

 

 

380,110

 

 

 

(66,586

)

 

 

 

348,384

 

 

 

 

1,025,125

 

 

 

105,231

 

 

 

 

1,130,356

 

Property and equipment, net

 

 

276,153

 

 

 

436,008

 

 

 

89,218

 

(c)

 

 

(46,705

)

(b)

 

 

754,674

 

 

 

(9,050

)

(b)

 

 

745,624

 

Goodwill

 

 

473,304

 

 

 

1,451,036

 

 

 

276,920

 

(c)

 

 

(52,037

)

(b)

 

 

2,149,223

 

 

 

(19,963

)

(b)

 

 

2,129,260

 

FCC licenses

 

 

542,524

 

 

 

1,097,100

 

 

 

543,500

 

(c)

 

 

(165,800

)

(b)

 

 

2,017,324

 

 

 

(17,733

)

(b)

 

 

1,999,591

 

Other intangible assets, net

 

 

324,737

 

 

 

767,676

 

 

 

579,359

 

(c)

 

 

(151,004

)

(b)

 

 

1,520,768

 

 

 

(6,016

)

(b)

 

 

1,514,752

 

Restricted cash

 

 

901,080

 

 

 

-

 

 

 

(901,080

)

(e)

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

 

-

 

Other noncurrent assets, net

 

 

85,070

 

 

 

29,954

 

 

 

20,886

 

(c),(f)

 

 

(34

)

(b)

 

 

135,876

 

 

 

(1,319

)

(b)

 

 

134,557

 

Total assets

 

$

2,966,085

 

 

$

4,161,884

 

 

$

542,217

 

 

 

$

(67,196

)

 

 

$

7,602,990

 

 

$

51,150

 

 

 

$

7,654,140

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current portion of debt

 

$

28,093

 

 

$

3,200

 

 

$

(1,499

)

(g)

 

$

-

 

 

 

$

29,794

 

 

$

-

 

 

 

$

29,794

 

Accounts payable

 

 

19,754

 

 

 

22,327

 

 

 

-

 

 

 

 

(420

)

(b)

 

 

41,661

 

 

 

(417

)

(b)

 

 

41,244

 

Accrued expenses

 

 

115,505

 

 

 

118,295

 

 

 

260,943

 

(h)

 

 

(1,888

)

(b)

 

 

492,855

 

 

 

28,452

 

(b),(n)

 

 

521,307

 

Other current liabilities

 

 

26,226

 

 

 

800

 

 

 

-

 

 

 

 

(17

)

(b)

 

 

27,009

 

 

 

(1,510

)

(b)

 

 

25,499

 

Total current liabilities

 

 

189,578

 

 

 

144,622

 

 

 

259,444

 

 

 

 

(2,325

)

 

 

 

591,319

 

 

 

26,525

 

 

 

 

617,844

 

Debt

 

 

2,314,326

 

 

 

2,039,924

 

 

 

129,970

 

(c),(g)

 

 

-

 

 

 

 

4,484,220

 

 

 

-

 

 

 

 

4,484,220

 

Deferred tax liabilities

 

 

132,008

 

 

 

347,267

 

 

 

578,077

 

(i)

 

 

-

 

 

 

 

1,057,352

 

 

 

(9,789

)

(b)

 

 

1,047,563

 

Other noncurrent liabilities

 

 

45,819

 

 

 

219,863

 

 

 

-

 

 

 

 

(60,152

)

(b)

 

 

205,530

 

 

 

(1,713

)

(b)

 

 

203,817

 

Total liabilities

 

 

2,681,731

 

 

 

2,751,676

 

 

 

967,491

 

 

 

 

(62,477

)

 

 

 

6,338,421

 

 

 

15,023

 

 

 

 

6,353,444

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

 

-

 

Common stock

 

 

316

 

 

 

1,302,748

 

 

 

(1,302,591

)

(j),(k)

 

 

-

 

 

 

 

473

 

 

 

-

 

 

 

 

473

 

Additional paid-in capital

 

 

386,921

 

 

 

-

 

 

 

1,014,842

 

(k)

 

 

-

 

 

 

 

1,401,763

 

 

 

-

 

 

 

 

1,401,763

 

(Accumulated deficit)

  retained earnings

 

 

(176,583

)

 

 

143,619

 

 

 

(208,472

)

(j),(l)

 

 

(4,719

)

(m)

 

 

(246,155

)

 

 

36,127

 

(o)

 

 

(210,028

)

Accumulated other comprehensive

  loss

 

 

-

 

 

 

(39,051

)

 

 

39,051

 

(j)

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

 

-

 

Treasury stock

 

 

(41,513

)

 

 

-

 

 

 

27,188

 

(k)

 

 

-

 

 

 

 

(14,325

)

 

 

-

 

 

 

 

(14,325

)

Total Nexstar stockholders'

    equity

 

 

169,141

 

 

 

1,407,316

 

 

 

(429,982

)

 

 

 

(4,719

)

 

 

 

1,141,756

 

 

 

36,127

 

 

 

 

1,177,883

 

Noncontrolling interests in

  consolidated variable interest

  entities

 

 

115,213

 

 

 

2,892

 

 

 

4,708

 

(c)

 

 

-

 

 

 

 

122,813

 

 

 

-

 

 

 

 

122,813

 

Total stockholders' equity

 

 

284,354

 

 

 

1,410,208

 

 

 

(425,274

)

 

 

 

(4,719

)

 

 

 

1,264,569

 

 

 

36,127

 

 

 

 

1,300,696

 

Total liabilities and stockholders'

    equity

 

$

2,966,085

 

 

$

4,161,884

 

 

$

542,217

 

 

 

$

(67,196

)

 

 

$

7,602,990

 

 

$

51,150

 

 

 

$

7,654,140

 

 

See the accompanying notes to the unaudited pro forma condensed combined financial information.


NEXSTAR MEDIA GROUP, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2016

(in thousands, except per share amounts)

 

 

 

Historical

 

 

Pro Forma Adjustments

 

 

 

 

 

 

Nexstar

 

 

Media

General

 

 

Merger

 

 

 

Media General Divestitures

 

 

 

Pro Forma

Merger

(Subtotal)

 

 

Nexstar Divestitures

 

 

 

Pro

Forma

Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

$

1,103,190

 

 

$

1,498,869

 

 

$

-

 

 

 

$

(105,243

)

(u)

 

$

2,496,816

 

 

$

(39,324

)

(u)

 

$

2,457,492

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct operating expenses, excluding

  depreciation and amortization

 

 

381,997

 

 

 

617,305

 

 

 

(7,125

)

(p)

 

 

(33,309

)

(u)

 

 

958,868

 

 

 

(9,956

)

(u)

 

 

948,912

 

Selling, general, and administrative

  expenses, excluding depreciation

  and amortization

 

 

263,606

 

 

 

351,405

 

 

 

(8,377

)

(q)

 

 

(21,198

)

(u)

 

 

585,436

 

 

 

(8,017

)

(u)

 

 

577,419

 

Amortization of broadcast rights

 

 

57,145

 

 

 

48,601

 

 

 

7,125

 

(p)

 

 

(2,147

)

(u)

 

 

110,724

 

 

 

(3,720

)

(u)

 

 

107,004

 

Depreciation and amortization

 

 

97,872

 

 

 

161,284

 

 

 

(3,208

)

(r)

 

 

(8,502

)

(u)

 

 

247,446

 

 

 

(2,183

)

(u)

 

 

245,263

 

Goodwill impairment

 

 

15,262

 

 

 

112,511

 

 

 

-

 

 

 

 

-

 

 

 

 

127,773

 

 

 

-

 

 

 

 

127,773

 

Merger-related expenses

 

 

-

 

 

 

71,158

 

 

 

(69,090

)

(q)

 

 

-

 

 

 

 

2,068

 

 

 

-

 

 

 

 

2,068

 

Retructuring expenses

 

 

-

 

 

 

4,957

 

 

 

-

 

 

 

 

-

 

 

 

 

4,957

 

 

 

-

 

 

 

 

4,957

 

Total operating expenses

 

 

815,882

 

 

 

1,367,221

 

 

 

(80,675

)

 

 

 

(65,156

)

 

 

 

2,037,272

 

 

 

(23,876

)

 

 

 

2,013,396

 

Income from operations

 

 

287,308

 

 

 

131,648

 

 

 

80,675

 

 

 

 

(40,087

)

 

 

 

459,544

 

 

 

(15,448

)

 

 

 

444,096

 

Interest expense, net

 

 

(116,081

)

 

 

(113,245

)

 

 

15,366

 

(s)

 

 

-

 

 

 

 

(213,960

)

 

 

-

 

 

 

 

(213,960

)

Loss on extinguishment of debt

 

 

-

 

 

 

(2,541

)

 

 

-

 

 

 

 

-

 

 

 

 

(2,541

)

 

 

-

 

 

 

 

(2,541

)

Other (expenses) income

 

 

(555

)

 

 

270

 

 

 

-

 

 

 

 

20

 

(u)

 

 

(265

)

 

 

-

 

 

 

 

(265

)

Income (loss) before income taxes

 

 

170,672

 

 

 

16,132

 

 

 

96,041

 

 

 

 

(40,067

)

 

 

 

242,778

 

 

 

(15,448

)

 

 

 

227,330

 

Income tax (expense) benefit

 

 

(77,572

)

 

 

(44,897

)

 

 

(38,076

)

(t)

 

 

15,808

 

(t)

 

 

(144,737

)

 

 

5,993

 

(t)

 

 

(138,744

)

Net income (loss)

 

 

93,100

 

 

 

(28,765

)

 

 

57,965

 

 

 

 

(24,259

)

 

 

 

98,041

 

 

 

(9,455

)

 

 

 

88,586

 

Net income attributable to

  noncontrolling interests

 

 

(1,563

)

 

 

(1,208

)

 

 

-

 

 

 

 

-

 

 

 

 

(2,771

)

 

 

-

 

 

 

 

(2,771

)

Net income (loss) attributable to

  Nexstar

 

$

91,537

 

 

$

(29,973

)

 

$

57,965

 

 

 

$

(24,259

)

 

 

$

95,270

 

 

$

(9,455

)

 

 

$

85,815

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share

   attributable to Nexstar:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

2.98

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1.83

 

Diluted

 

$

2.89

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1.79

 

Weighted average number of

  common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

30,687

 

 

 

 

 

 

 

16,231

 

(v)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

46,918

 

Diluted

 

 

31,664

 

 

 

 

 

 

 

16,407

 

(v)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

48,071

 

 

See the accompanying notes to the unaudited pro forma condensed combined financial information.


NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 – Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information and explanatory notes give effect to the Merger, including an estimated impact of the divestiture of certain Nexstar and Media General stations and the borrowings to fund the net cash requirements and refinance certain existing debt of Nexstar and Media General. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2016 has been prepared as though the Merger, the divestitures and the debt transactions occurred as of January 1, 2016, and the unaudited pro forma condensed combined balance sheet as of December 31, 2016 has been prepared as if the Merger, the divestitures and the debt transactions occurred as of this date.

The Merger will be accounted for as a business combination. Accordingly, the estimated purchase price has been allocated to the acquired assets, assumed liabilities and noncontrolling interests based upon their estimated fair values. The excess purchase price over the amounts assigned to tangible and intangible assets acquired and liabilities assumed is recognized as goodwill. The preparation of unaudited pro forma condensed combined financial information requires Nexstar management to make estimates and assumptions that affect the amounts reported in such financial information and the notes thereto. Estimates were applied to determine the fair values of assets acquired and liabilities assumed, the fair value of noncontrolling interests, the purchase price, the CVR, the transaction costs that will be incurred, the allocation of proceeds from the divestitures between Nexstar and Media General, the estimated useful lives of fixed assets and intangible assets, and the income tax effects of the pro forma adjustments. The estimated allocation of the purchase price is also preliminary and is subject to mangement’s completion of full valuation procedures to complete a final allocation. In addition, the final purchase price of Nexstar’s acquisition of Media General as of the Closing Date could vary materially from the purchase price used for purposes of the unaudited pro forma condensed combined financial information. Accordingly, the final acquisition accounting adjustments may be materially different from the unaudited pro forma adjustments presented.

The unaudited pro forma condensed combined financial information are based on the historical financial statements of Nexstar and Media General, after giving effect to the pro forma transactions, as well as the assumptions and adjustments described in the accompanying notes. The unaudited pro forma condensed combined financial information are presented for illustrative purposes only and are not indicative of either future results of operations or results that might have been achieved if the pro forma transactions were consummated as of the dates presented herein. This information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial information and the historical financial statements and accompanying notes of Nexstar and Media General.

Nexstar is not aware of any accounting policy differences between Nexstar and Media General that would have a material impact on the combined financial statements, and therefore the unaudited pro forma condensed combined financial information assume there are no differences in accounting policies.



Note 2 – Purchase Price Allocation

The following table summarizes the components of the estimated value of the purchase price (in thousands):

 

Cash Consideration

$

1,376,108

 

Nexstar Common stock issued (15,670,754 shares)

 

995,877

 

Reissued Nexstar Common Stock from treasury (560,316 shares)

 

35,608

 

Stock option replacement awards (228,438 options)

 

10,702

 

Repayment of Media General debt, including premium and accrued interest

 

1,687,738

 

Contingent consideration liability (CVR)

 

265,200

 

 

$

4,371,233

 

 

 

The Cash Consideration of the purchase price was based on the total of Media General’s outstanding common stock and equity incentive awards (excluding stock options) immediately before the Closing Date. The Stock Consideration was based on the closing price of Nexstar’s stock on January 13, 2017 of $63.55 and the total of Media General’s outstanding common stock and equity incentive awards (excluding stock options) immediately before the Closing Date. The value of stock option replacement awards was calculated using Black-Scholes analysis based on market conditions as of the Closing Date and Nexstar stock price.

Nexstar also anticipates to receive, later in 2017, approximately $479 million of gross proceeds from the disposition of Media General’s spectrum in the FCC auction. Nexstar does not anticipate any disposition of its spectrum. The value of each CVR was estimated to be worth between $1.70 and $2.10 based on the estimated gross proceeds, less estimated transaction expenses, repacking expenses and taxes as defined in the CVR agreement.

The following table summarizes, as of December 31, 2016, the provisional allocation of the purchase prices to the estimated fair values of the assets to be acquired and liabilities to be assumed in the Merger (in thousands):

 

Cash and cash equivalents

$

40,839

 

Accounts receivable, net

 

328,931

 

Prepaid expenses and other current assets

 

452,340

 

Property and equipment, net

 

525,226

 

Goodwill

 

1,727,956

 

FCC licenses

 

1,640,600

 

Other intangible assets, net

 

1,347,035

 

Other noncurrent assets, net

 

52,421

 

Accounts payable, accrued expenses and other current liabilities

 

(180,750

)

Debt

 

(410,000

)

Deferred tax liabilities

 

(925,902

)

Other noncurrent liabilities

 

(219,863

)

Noncontrolling interests

 

(7,600

)

 

$

4,371,233

 

 

The amount allocated to definite-lived intangible assets primarily represents the estimated fair values of network affiliation agreements, customer relationships, developed technology and intangible assets arising from leases. The intangible assets related to the network affiliation agreements will be amortized over 15 years. Other intangible assets will be amortized over an estimated weighted average useful life of 12 years. Property and equipment, excluding land and construction in progress of $112 million, will be depreciated over a weighted-average useful life of 15 years. The FCC licenses are considered to be indefinite-lived intangible assets due to the Company’s historical ability to renew its licenses such that renewals generally may be obtained indefinitely and at little cost. The value assigned to the CVR was based on the estimated gross proceeds from the disposition of Media General’s spectrum in the FCC auction, less estimated transaction expenses, repacking expenses and taxes. The value of the debt assumed represents the outstanding principal balance of the debt adjusted to their fair value, using bid prices as of January 17, 2017.

The provisional purchase price allocation presented above is based upon information available to us at the present time, and is based upon management's estimates of the fair values using valuation techniques including income, cost and market approaches, as well as experience from previous Nexstar and Media General acquisitions of the relative fair values of assets acquired and liabilities assumed. Upon the completion of the valuation analysis and final purchase price allocation, the fair values assigned to the assets acquired and liabilities assumed in the Merger may have a material impact on the combined company’s depreciation and amortization expense and future results of operations. A change in the recognized fair value of definite-lived intangible assets of $1.0 million would result in an approximate change in annual amortization expense of $0.1 million.

 


Goodwill with an estimated fair value of $1.7 billion is attributable to future synergies and cost reductions resulting from increased purchasing leverage of key expenses, the ability to leverage shared costs across a larger organization, and operational knowledge from experienced management. Management expects that approximately 16% of acquired goodwill, FCC licenses, other intangible assets and property and equipment will be deductible for tax purposes.

 

Note 3 – Pro Forma Adjustments

The unaudited pro forma condensed combined statement of operations does not include any costs that may result from acquisition and integration activities, nor does it adjust for expected future incremental operating income as a result of synergies and cost savings that are expected to be realized.

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The adjustments in the unaudited pro forma condensed combined balance sheet, which assumes that the transaction had occurred as of December 31, 2016, are as follows:

 

(a)

The cash transactions related to the pro forma adjustments are as follows (in thousands):

 

Cash purchase price, including related fees and expenses

$

(1,444,327

)

Term loans issuances, net of financing costs and discounts

 

2,426,010

 

Other debt related fees

 

(32,540

)

Funds related to the 5.625% Notes previously deposited in escrow

 

927,799

 

Repayment of Nexstar and Media General debt, including premium and accrued interest

 

(2,358,809

)

Total payments related to the Merger and debt refinancing

$

(481,867

)

 

Net proceeds from Media General Divestitures, net of fees

$

367,481

 

Net proceeds from Nexstar Divestitures, net of fees

 

114,386

 

Total net proceeds from station divestitures

$

481,867

 

 

 

(b)

Represents the book values of assets and liabilities attributable to the Nexstar Divestitures and the estimated fair values of the assets and liabilities attributable to the Media General Divestitures.

 

(c)

Represents the difference between the estimated fair values of assets acquired and liabilities assumed and their respective historical book values:

 

Property and equipment, net

 

89,218

 

Goodwill

 

276,920

 

FCC licenses

 

543,500

 

Other intangible assets, net

 

579,359

 

Other noncurrent assets, net

 

22,485

 

Debt

 

10,000

 

Noncontrolling interests

 

4,708

 

 

 

(d)

Represents the anticipated gross proceeds from the disposition of Media General’s spectrum in the FCC auction, less estimated transaction expenses, repacking expenses and taxes, or an estimated net proceeds of $442.0 million. This increase was partially offset by the use of pre-funded interest related to the 5.625% Notes of $26.7 million which were previously deposited in an escrow account.

 

 

(e)

Represents the use of the gross proceeds from the 5.625% Notes of $900.0 million which were previously deposited in an escrow account, plus investment income earned therein.

 

 

(f)

Represents the additional professional fees (financing costs) incurred on the new debt arrangements of $5.2 million, less the allocation of previously recorded financing costs and the additional professional fees incurred at closing related to the term loans of $6.4 million.

 

(g)

Represents the issuance of new term loans, net of financing costs and discounts, of $2,425.8 million and the elimination of debt financing costs and discounts related to Nexstar’s and Media General’s refinanced debt of $33.5 million, less the repayment of certain Nexstar and Media General debt with an aggregate principal balance of $2,340.8 million.

 

(h)

Represents the estimated value of contingent consideration liability attributable to the CVR, net of estimated tax effects, of $265.2 million, the recognition of federal and state tax payable of $65.6 million, using a blended statutory state tax rate, resulting from the estimated tax gain on the Media General Divestitures and withholding taxes attributable to the accelerated vesting of certain Media General stock awards of $3.9 million. These increases were offset by the payment of accrued interest


 

and other debt related fees of $21.0 million and various decreases in tax payable of $52.7 million related to (i) investment banking and professional fees, (ii) the elimination of debt financing costs and discounts related to certain refinanced debt of Nexstar and Media General, (iii) other debt related fees, (iv) accelerated vesting of certain Media General stock awards as a result of the Merger, and (v) severance costs.

 

(i)

Represents the estimated initial value of deferred tax items recorded related to the acquisition. Primarily relates to $306.5 million adjustment to fair values for book purposes that are not recognized for tax purposes, the use of $72.4 million net operating losses attributable to the Media General Divestitures, using a blended statutory tax rate. The pro forma increase also include approximately $176 million deferred tax item attributable to the estimated gross proceeds from the disposition of Media General’s spectrum in the FCC auction.

 

(j)

Represents the elimination of historical Media General equity balances as required in a business combination.

 

(k)

Represents the issuance of shares of Nexstar Common Stock and replacement stock options as part of the purchase price.

 

(l)

Represents the investment banking and professional fees related to the Merger of $35.4 million, other debt related fees of $12.9 million, severance costs of $12.2 million and the elimination of debt financing costs and discounts related to refinanced Nexstar debt of $4.3 million, all net of related tax effects.

 

(m)

Represents the fees associated with the Media General Divestitures, net of related tax effects.

 

(n)

Represents the federal and state tax payable of $29.2 million resulting from the estimated taxable gain on the Nexstar Divestitures using a blended statutory tax rate.

 

(o)

Represents the estimated gain on the Nexstar Divestitures of $66.6 million, less fees associated of $1.3 million and related taxes of $29.2 million using a blended statutory tax rate on the estimated taxable gain.

 

Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations

The adjustments in the unaudited pro forma condensed combined statement of operations, which assume that the transactions occurred as of January 1, 2016, are as follows:

 

(p)

Represents a reclassification of the amortization of the barter program rights of Media General, which were recorded in direct operating expenses in the historical financial statements, to be consistent with Nexstar’s separate presentation of amortization of broadcast rights.

 

(q)

Represents the elimination of the Merger expenses recorded in the historical financial statements of Nexstar of $8.4 million and Media General of $69.1 million.

 

(r)

Represents adjustments to depreciation and amortization of assets due to changes in the fair values of the related assets.

 

(s)

Represents the interest adjustment as if the debt to be incurred in the Merger and to refinance certain Nexstar and Media General debt was outstanding as of January 1, 2016 and the refinanced debt was repaid as of January 1, 2016. The interest rates on the new term loans contain LIBOR components with a weighted-average interest rate of 3.7%. If LIBOR were to increase or decrease by 1/8th of 1.0%, the interest expense would increase or decrease by $3.1 million.

 

(t)

Represents the tax impact at blended statutory rates of the pro forma adjustments.

 

(u)

Represents the elimination of amounts recorded in the historical financial statements attributable to the Nexstar Divestitures and the Media General Divestitures.

 

(v)

Represents the number of Nexstar Common Stock issued to Media General stockholders related to the Merger and the dilutive impact of replacement stock options.