Nexstar Media Group, Inc. (NASDAQ:NXST) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.
On January 17, 2017, Nexstar Media Group, Inc. (formerly Nexstar
Broadcasting Group, Inc. and herein referred to as Nexstar)
completed its previously announced acquisition of Media General,
Inc. (Media General) to an Agreement and Plan of Merger, dated as
of January 27, 2016.Substantially concurrent with this
acquisition, Nexstar also completed the previously announced sale
of the assets of 13 television stations in 12 markets for a total
consideration of $547.8 million, plus working capital
adjustments. These divestitures were made to comply with the
Federal Communications Commissions local television ownership
rule and to meet the 39% U.S. television household national
ownership cap. The stations sold are as follows:
|
Agreement Date |
Buyer |
Previous Owner |
Station |
Affiliation |
Market |
Price |
|
May 10, 2016 |
Marquee Broadcasting, Inc. |
Nexstar |
KREG-TV |
(a) |
Denver, CO |
$0.35 million |
|
May 26, 2016 |
Bayou City Broadcasting Lafayette, Inc. |
Nexstar |
KADN-TV KLAF-LD |
FOX NBC |
Lafayette, LA |
$40.0 million |
|
May 26, 2016 |
Graham Media Group, Inc. |
Nexstar Media General |
WCWJ WSLS-TV |
The CW NBC |
Jacksonville, FL Roanoke-Lynchburg, VA |
$120.0 million |
|
June 3, 2016 |
Gray Television Group, Inc. |
Media General |
WBAY-TV KWQC-TV |
ABC NBC |
Green Bay, WI Davenport-Moline-Rock Island, IA |
$270.0 million |
|
June 10, 2016 |
USA Television MidAmerica Holdings, LLC |
Nexstar Media General |
WFFT-TV KQTV KIMT WTHI-TV WLFI-TV |
FOX ABC CBS CBS CBS |
Ft. Wayne, IN St. Joseph, MO Mason City, IA Terre Haute, IN Lafayette, IN |
$115.0 million |
|
June 30, 2016 |
Ramar Communications Inc. |
Media General |
KASA-TV |
(b) |
Albuquerque- Santa Fe, NM |
$2.5 million |
|
(a) |
KREG-TV operated as a satellite station of Nexstar-owned |
|
(b) |
KASA-TV operated as a FOX affiliated station under Media |
The six stations previously owned by Nexstar were sold for $115.6
million in cash, plus working capital adjustments (the Nexstar
Divestitures). The seven stations previously owned by Media
General were sold for a total consideration of $432.2 million,
plus working capital adjustments.
Copies of the press releases are attached hereto as Exhibits 99.2
through 99.5 and incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The Nexstar Media Group Inc. unaudited pro forma condensed
financial statements giving effect to the Nexstar Divestitures is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
(d) Exhibits
|
Exhibit No. |
Description |
|
99.1 |
Unaudited Pro Forma Condensed Financial Statements. |
|
99.2 |
Press Release dated January 17, 2017 (Incorporated by |
|
99.3 |
Press Release dated June 13, 2016, announcing the entry |
|
99.4 |
Press Release dated May 27, 2016, announcing entry into |
|
99.5 |
Press Release dated June 3, 2016, announcing entry into a |
About Nexstar Media Group, Inc. (NASDAQ:NXST)
Nexstar Media Group, Inc., formerly Nexstar Broadcasting Group, Inc., is a television broadcasting and digital media company. The Company is focused on the acquisition, development and operation of television stations and interactive community Websites in medium-sized markets in the United States. The Company’s segments include Broadcasting and Other. The Company’s broadcast segment includes television stations and related community focused Websites that it owns, operates, programs or provides sales and other services to in various markets across the United States. The stations the Company owns and operates or provides services to provide free over-the-air programming to its markets’ television viewing audiences. The programming includes programs produced by networks with which the stations are affiliated; programs that the stations produce, and first-run and rerun syndicated programs that the stations acquire. Nexstar Media Group, Inc. (NASDAQ:NXST) Recent Trading Information
Nexstar Media Group, Inc. (NASDAQ:NXST) closed its last trading session down -0.40 at 62.55 with 1,000,516 shares trading hands.
