Nexstar Media Group, Inc. (NASDAQ:NXST) Files An 8-K Completion of Acquisition or Disposition of Assets

ME Staff 8-k

8 years ago

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 CBS affiliate KREX-TV, and will not retain such affiliation post closing.

(b)	KASA-TV operated as a FOX affiliated station under Media General.It will not retain such affiliation post-closing

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 reference to Exhibit 99.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on January 17, 2017).
99.3	Press Release dated June 13, 2016, announcing the entry into a definitive agreement to sell five stations in five markets (Incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on June 14, 2016).
99.4	Press Release dated May 27, 2016, announcing entry into definitive agreements to sell five stations in four markets (Incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on June 6, 2016).
99.5	Press Release dated June 3, 2016, announcing entry into a definitive agreement to sell two stations (Incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on June 6, 2016).

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.