IRVING, Texas--(BUSINESS WIRE)--Nexstar Broadcasting Group, Inc. (NASDAQ:NXST) (the “Company” or “Nexstar”) announced today that its wholly-owned subsidiary, Nexstar Broadcasting, Inc., priced a $2.75 billion term loan B facility. The term loan B facility will be issued at a price equal to 99.75% of its face value and will bear interest at a rate of LIBOR plus 3.00%, with a 0.0% LIBOR floor and will have a seven year maturity. The closing of the term loan B facility is subject to customary closing conditions and the closing of the Media General, Inc. (“Media General”) acquisition.
On January 27, 2016, Nexstar and Media General entered into a definitive merger agreement whereby Nexstar will acquire all outstanding shares of Media General for $10.55 per share in cash, 0.1249 of a share of Nexstar Class A common stock for each Media General share and a contingent value right entitling Media General shareholders to net cash proceeds as received from the sale of Media General’s spectrum in the Federal Communications Commission’s (“FCC”) incentive auction. Nexstar intends to use, among others, the net proceeds from the term loan B facility, along with the previously issued $900 million in aggregate principal amount of 5.625% new senior notes due 2024, cash proceeds from the divestiture of certain assets and the issuance of new common stock (pursuant to the exchange ratio disclosed at the time of the announcement of the merger agreement), to fund its proposed acquisition of Media General, to repay existing Nexstar credit facilities, to repay, or make a change of control offer for, existing Media General indebtedness and to pay other fees and expenses related to Nexstar’s acquisition of Media General and the related refinancing.
The pricing of the $2.75 billion term loan B facility combined with the previously issued $900 million senior notes marks the successful completion of the primary financing components needed to complete the acquisition of Media General and the cost of financing was below the Company’s estimates communicated in January 2016. As a result, interest expense for the combined entity is expected to be approximately $60 million lower annually than the assumptions used in formulating the Company's pro forma guidance for 2016/2017, which on a tax adjusted basis is expected to result in approximately $40 million of additional pro forma annual free cash flow. Reflecting the reduction in anticipated tax-adjusted annual interest expense and identified year one synergies of $76 million, Nexstar now expects to generate over $540 million of average annual free cash flow over the 2016/2017 period. Pro forma for the completion of the acquisition, the combined entity, to be re-named Nexstar Media Group, is expected to have approximately 47 million shares outstanding.
Other than FCC approval and certain other customary closing matters, Nexstar and Media General have completed all of the steps and satisfied all of the conditions under the merger agreement necessary to move forward with the proposed transaction including securing Department of Justice and Hart-Scott-Rodino approval, entering agreements to divest stations necessary to reach ownership and other regulatory compliance approvals (with the result being an expansion of station ownership in the US by minority operators upon closing), securing approvals from their respective shareholders and obtaining substantially all of the financing needed to complete the transaction. On Wednesday, September 21, 2016, the Company filed a supplement to its waiver request with the FCC requesting prompt approval of its acquisition of Media General, so that upon closing of the acquisition, Nexstar may continue its initiatives across the combined entity, providing superior, unique local content and services to viewers and businesses in each of the communities it serves.
The Company’s updated free cash flow expectations assume no net proceeds from the incentive auction or additional synergies and exclude the benefit of higher-than-anticipated proceeds from the required station divestitures announced in the second quarter of 2016. As previously stated, the Company intends to initially allocate free cash flow to leverage reduction.
Definitions and Disclosures Regarding non-GAAP Financial Information
Free cash flow is calculated as income from operations plus depreciation, amortization of intangible assets and broadcast rights (excluding barter), (gain) loss on asset disposal, non-cash compensation expense, non-cash representation contract termination fee and loss on change in the fair value of contingent consideration, less payments for broadcast rights, cash interest expense, capital expenditures and net operating cash income taxes.
Free cash flow is a non-GAAP financial measure. Nexstar believes the presentation of this non-GAAP measures is useful to investors because it is used by lenders to measure the Company’s ability to service debt; by industry analysts to determine the market value of stations and their operating performance; by management to identify the cash available to service debt, make strategic acquisitions and investments, maintain capital assets and fund ongoing operations and working capital needs; and, because it reflect the most up-to-date operating results of the stations inclusive of TBAs or LMAs. Management believes it also provides an additional basis from which investors can establish forecasts and valuations for the Company’s business.
About Nexstar Broadcasting Group, Inc.
Nexstar Broadcasting Group is a leading diversified media company that leverages localism to bring new services and value to consumers and advertisers through its traditional media, digital and mobile media platforms. Nexstar owns, operates, programs or provides sales and other services to 104 television stations and 200 related digital multicast signals reaching 62 markets or approximately 18.1% of all U.S. television households. Nexstar’s portfolio includes primary affiliates of NBC, CBS, ABC, FOX, MyNetworkTV and The CW. Nexstar’s community portal websites offer additional hyper-local content and verticals for consumers and advertisers, allowing audiences to choose where, when and how they access content while creating new revenue opportunities.
Pro-forma for the completion of all announced transactions, Nexstar will own, operate, program or provide sales and other services to 171 television stations and their related low power and digital multicast signals reaching 100 markets or nearly 39% of all U.S. television households. For more information please visit www.nexstar.tv.
This communication includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. Forward-looking statements include information preceded by, followed by, or that includes the words "guidance," "believes," "expects," "anticipates," "could," or similar expressions. For these statements, Nexstar and Media General claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this communication, concerning, among other things, the ultimate outcome and benefits of a transaction between Nexstar and Media General and timing thereof, and future financial performance, including changes in net revenue, cash flow and operating expenses, involve risks and uncertainties, and are subject to change based on various important factors, including the timing to consummate the proposed transaction; the risk that a condition to closing of the proposed transaction may not be satisfied and the transaction may not close; the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated, the impact of changes in national and regional economies, the ability to service and refinance our outstanding debt, successful integration of Media General (including achievement of synergies and cost reductions), pricing fluctuations in local and national advertising, future regulatory actions and conditions in the television stations' operating areas, competition from others in the broadcast television markets, volatility in programming costs, the effects of governmental regulation of broadcasting, industry consolidation, technological developments and major world news events. Nexstar and Media General undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this communication might not occur. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this release. For more details on factors that could affect these expectations, please see the definitive joint proxy statement/prospectus of Nexstar and Media General and Media General’s and Nexstar’s other filings with the SEC.