Nexstar Media Group, Inc. (NASDAQ:NXST) Files An 8-K Financial Statements and Exhibits

ME Staff 8-k

8 years ago

Nexstar Media Group, Inc. (NASDAQ:NXST) Files An 8-K Financial Statements and Exhibits

Item 9.01 (a) and the pro forma financial information required by
Item 9.01 (b). This Form 8-K/A supplements Item 9.01 of the
Original Form 8-K.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 17, 2017, Nexstar completed its previously announced
merger with Media General, Inc. (Media General), a Virginia
corporation (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 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. Concurrent with the Merger, Nexstar also
completed the previously announced sale of the assets of 12 full
power television stations in 12 markets. For additional
information, including the consideration transferred and
divestiture selling price, refer to the unaudited pro forma
financial information filed hereto as Exhibit 99.1.

Item 9.01.Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The audited financial statements of Media General, Inc. as of
December 31, 2016 and 2015 and for the three years ended December
31, 2016, 2015 and 2014, the notes related thereto and the
independent auditors report of Deloitte Touche LLP are filed
hereto as Exhibit 99.2

(b) Pro Forma Financial Information

The unaudited pro forma financial information required by this
item are filed hereto as Exhibit 99.1.

(d) Exhibits

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 to Nexstars Current Report on Form 8-K filed January 28, 2016).
10.1	Contingent Value Rights Agreement, dated as of January 13, 2017, by and between Nexstar Broadcasting Group, Inc. and American Stock Transfer Trust Company, LLC as rights agent (incorporated by reference to Exhibit 10.1 to Nexstars Current Report on Form 8-K filed January 17, 2017).
23.1	Consent of Deloitte Touche LLP, independent registered public accounting firm of Media General, Inc.*
99.1	Unaudited Pro Forma Combined Financial Information*
99.2	Audited financial statements of Media General, Inc. as of December 31, 2016 and 2015 and for the three years ended December 31, 2016*
99.3	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).
99.4	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).
99.5	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).
99.6	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).

Certain schedules and exhibits have been omitted to Item
601(b)(2) of Regulation S-K. The descriptions of the
omitted schedules and exhibits are contained within the
Agreement and Plan of Merger and the Form of Stock
Rollover and Equity Purchase Agreement. The Company
hereby agrees to furnish a copy of any omitted schedule
or exhibit to the Securities and Exchange Commission upon
request.

*	Filed herewith.

This Form 8-K/A contains forward-looking statements that contain
risks and uncertainties. These forward-looking statements contain
statements of intent, belief or current expectations of Nexstar
and its management. Such forward-looking statements are not
guarantees of future results and involve risks and uncertainties
that may cause actual results to differ materially from the
potential results discussed in the forward-looking statements.
The Company is not obligated to update forward-looking statements
based on circumstances or events that occur in the future. Risks
and uncertainties that may cause such differences include but are
not limited to the risk factors listed in the Companys most
recent Annual Report on Form 10-K for the fiscal year ended
December 31, 2016, filed with the SEC on Febraury 28, 2017. The
Company assumes no obligation to update any forward-looking
information contained in this Form 8-K/A.

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.

NEXSTAR MEDIA GROUP, INC.

By:	/s/ Thomas E. Carter
Date: March 16, 2017	Name:	Thomas E. Carter
Title:	Chief Financial Officer
(Principal Financial Officer)

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 to Nexstars Current Report on Form 8-K filed January 28, 2016).
10.1	Contingent Value Rights Agreement, dated as of January 13, 2017, by and between Nexstar Broadcasting Group, Inc. and American Stock Transfer Trust Company, LLC as rights agent (incorporated by reference to Exhibit 10.1 to Nexstars Current Report on Form 8-K filed January 17, 2017).
23.1	Consent of Deloitte Touche LLP, independent registered public accounting firm of Media General, Inc.*
99.1	Unaudited Pro Forma Combined Financial Information*
99.2	Audited financial statements of Media General, Inc. as of December 31, 2016 and 2015 and for the three years ended December 31, 2016*
99.3	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).
99.4	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).
99.5	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).
99.6	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).

Certain schedules and exhibits have been omitted

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 -0.50 at 68.80 with 365,938 shares trading hands.