Nexstar (NASDAQ: NXST) details TEGNA merger financing, new note offerings and pro forma results
Rhea-AI Filing Summary
Nexstar Media Group is arranging major long-term financing and sharing detailed merger impacts. Its subsidiary Nexstar Media Inc. plans a private offering of $3,390 million senior secured notes due 2033 and $1,725 million senior unsecured notes due 2034 to institutional investors under Rule 144A/Reg S. Secured note proceeds, plus cash, are earmarked to repay bridge and term loan borrowings, purchase TEGNA 5.000% notes due 2029, and fund fees and the TEGNA acquisition, while unsecured note proceeds will redeem 5.625% notes due 2027 and related costs.
Nexstar also confirms that on March 19, 2026, TEGNA became its wholly owned subsidiary in a cash merger where each TEGNA share received $22, implying a preliminary purchase price of about $3,656 million for 165.9 million shares and awards. The filing provides extensive unaudited pro forma condensed combined financial statements and supplemental combined data for 2024–2025, illustrating how the merged company’s balance sheet, income statement, goodwill and intangible assets might look after applying acquisition accounting, new debt, and tax effects. Management emphasizes these figures are preliminary, for information only, and not predictions of future results.
Positive
- None.
Negative
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Insights
Nexstar is locking in long-dated debt to refinance bridges and fund the TEGNA deal.
Nexstar Media Inc. plans to issue $3,390 million in senior secured notes due 2033 and $1,725 million in senior unsecured notes due 2034. Proceeds will repay bridge and term loans, redeem Nexstar’s 5.625% notes due 2027, and fund the purchase of TEGNA’s 5.000% notes due 2029, reshaping the maturity profile around fixed-rate bonds.
The pro forma balance sheet shows significantly higher total debt and sizeable goodwill and FCC license intangibles after the TEGNA acquisition, with preliminary purchase price of about $3,656 million and estimated goodwill of $2,282 million. Interest expense in the pro forma income statement rises sharply, driving a combined net loss of $171 million attributable to Nexstar in 2025, despite solid operating income.
Management also publishes supplemental combined Adjusted EBITDA and "As Further Adjusted EBITDA" metrics, including pro forma integration synergies and other add-backs. These show Combined As Further Adjusted EBITDA of $2,685 million for the last eight quarters average ended December 31, 2025. Actual leverage, interest costs and synergy realization will be clarified in subsequent statutory financials as final purchase accounting and financing terms are settled.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
Nexstar Notes Offering
On March 20, 2026, Nexstar Media Group, Inc. announced that Nexstar Media Inc., its wholly-owned subsidiary (“NMI”), intends to offer, subject to market and other customary conditions, $3,390 million in aggregate principal amount of new senior secured notes due 2033 (the “Secured Notes”) and $1,725 million in aggregate principal amount of new senior unsecured notes due 2034 (the “Unsecured Notes” and, together with the Secured Notes, the “Notes”) in a private offering (the “Notes Offering”).
The Notes will be NMI’s senior unsecured and secured, respectively, obligations and will be guaranteed by the Company, Mission Broadcasting, Inc. (“Mission”) and certain of NMI’s and Mission’s existing and future restricted subsidiaries on a senior unsecured and secured basis, respectively.
The Company intends to use the proceeds from the proposed offering of the Secured Notes, together with cash on hand, to (i) repay borrowings outstanding under its bridge facility, (ii) repay certain borrowings outstanding under its incremental term loan b Facility, (iii) fund the purchase of TEGNA’s 5.000% Senior Notes due 2029 in connection with the related tender offer and (iv) pay fees and expenses in connection with the foregoing and the acquisition of TEGNA Inc. (“TEGNA”). The Company intends to use the proceeds from the offering of the Unsecured Notes to (i) fund the redemption of NMI’s 5.625% Senior Notes due 2027 and (ii) pay fees and expenses in connection with the foregoing.
The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the Notes. Any offers of the Notes will be made only by means of a private offering memorandum. The Notes have not been and will not be registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.
A copy of the press release relating to the Notes Offering is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Combined Financial Information
In connection with the Notes Offering, the Company provided potential investors with certain unaudited pro forma condensed combined financial information and certain supplemental unaudited condensed combined financial data. These are derived from the audited historical financial statements of the Company and its consolidated subsidiaries (collectively, “Nexstar Group”) and audited historical financial statements of TEGNA and its consolidated subsidiaries, as adjusted to give effect to the Merger and borrowings to fund the cash requirements of the Merger, to refinance certain existing debt of TEGNA and Nexstar Group and to pay for the related fees and expenses (collectively, the “Transactions”). The unaudited pro forma condensed combined financial information and the supplemental unaudited condensed combined financial data are attached hereto as Exhibits 99.2 and 99.3 and are incorporated herein by reference.
The unaudited pro forma condensed combined financial information presented in Exhibit 99.2 was prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined balance sheet assumes that the Transactions were consummated on December 31, 2025. The unaudited pro forma condensed combined statements of operations assumes that the Transactions were consummated on January 1, 2025.
The supplemental condensed combined financial data presented in Exhibit 99.3 contains supplemental combined statements of operations that differ from the pro forma financial information requirements of Article 11 of Regulation S-X because they present a combination of the results of Nexstar Group and TEGNA as if the Transactions were consummated on January 1, 2024 rather than January 1, 2025; the periods presented cover two years instead of the required last completed fiscal year; and the presentation and disclosures, including those related to the adjustments, are more summarized than those required under Article 11, among other differences. Exhibit 99.3 also includes combined financial measures that are not in accordance with generally accounting principles (“non-GAAP financial measures”), including Combined Adjusted EBITDA and Combined As Further Adjusted EBITDA. These non-GAAP financial measures are reconciled to the combined net income included in the supplemental combined statements of operations. The combined financial data presented in Exhibit 99.3 should be viewed as in addition to, and not as a substitute for, the unaudited pro forma condensed combined financial information presented in Exhibit 99.2.
2
The adjustments to the historical amounts included in Exhibits 99.2 and 99.3 are preliminary and have been made solely for informational purposes. As a result, the pro forma combined financial information and the supplemental combined financial data are not intended to represent and does not purport to be indicative of what the combined company financial condition or results of operations would have been had the Transactions occurred at an earlier date and do not purport to project the future financial condition and results of operations of the combined company. The actual results of the combined company may differ significantly from those reflected in the pro forma combined financial information and the supplemental combined financial data.
The information furnished pursuant to this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act or in the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act and the Exchange Act. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. Nexstar has based these forward-looking statements on its current expectations and projections about future events. Forward-looking statements include information preceded by, followed by, or that includes the words “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and other similar words. For these statements, Nexstar claims 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 Current Report on Form 8-K, concerning, among other things, the consummation of the Notes Offering, the ultimate outcome, benefits and cost savings of the Merger, 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 risk that the disruption from the proposed transaction may make it more difficult to maintain business and operational relationships, including retaining and hiring key personnel and maintaining relationships with Nexstar’s customers, vendors and others with whom it does business, the impact of changes in national and regional economies, the ability to service and refinance Nexstar’s and/or TEGNA’s outstanding debt, successful integration of TEGNA (including achievement of synergies and cost reductions), outcome of any litigation related to the TEGNA acquisition, 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. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ from a projection or assumption in any of our forward-looking statements. Unless required by law, Nexstar undertakes 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 Current Report on Form 8-K 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 Nexstar’s filings with the Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
99.1 |
Press Release of Nexstar Media Group, Inc., dated as of March 20, 2026 relating to the launch of the notes offering. |
99.2 |
Unaudited pro forma condensed combined financial information as of and for the year ended December 31, 2025. |
99.3 |
Supplemental unaudited condensed combined financial data. |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
3
SIGNATURES
Pursuant 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.
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NEXSTAR MEDIA GROUP, INC. |
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Date: |
March 20, 2026 |
By: |
/s/ Lee Ann Gliha |
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Name: |
Lee Ann Gliha |
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Title: |
Chief Financial Officer (Principal Financial Officer) |
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4
Exhibit 99.1
NEXSTAR MEDIA GROUP ANNOUNCES OFFERING OF
$3,390 million SENIOR SECURED NOTES DUE 2033 AND
$1,725 million SENIOR NOTES DUE 2034
IRVING, Texas (March 20, 2026) – Nexstar Media Group, Inc. (NASDAQ: NXST) (“Nexstar” or the “Company”) announced today that Nexstar Media Inc. (“Nexstar Media”), its wholly-owned subsidiary, intends to offer, subject to market and other conditions, $3,390 million in aggregate principal amount of new senior secured notes due 2033 (the “Secured Notes”) and $1,725 million in aggregate principal amount of new senior notes due 2034 (the “Unsecured Notes” and, together with the Secured Notes, the “Notes”), in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
The Notes will be senior secured or unsecured obligations, as applicable, of Nexstar Media and will be guaranteed on a senior secured or unsecured basis, as applicable, by the Company, Mission Broadcasting, Inc. (“Mission”) and any direct or indirect restricted subsidiary of Mission and by certain of Nexstar Media’s existing and future restricted subsidiaries that will guarantee its credit facilities.
Nexstar Media intends to use the proceeds from the proposed offering of the Secured Notes, together with cash on hand, to (i) repay borrowings outstanding under its bridge credit facilities incurred in connection with the closing of the acquisition of TEGNA Inc. (“TEGNA”), (ii) repay certain borrowings outstanding under its new senior secured credit facilities, (iii) fund the purchase of TEGNA’s 5.00% senior notes due 2029 in connection with Nexstar Media’s tender offer for such notes and (iv) pay fees and expenses in connection with the foregoing and the TEGNA acquisition. Nexstar Media intends to use the proceeds from the offering of the Unsecured Notes to (i) fund the redemption of Nexstar Media’s 5.625% senior notes due 2027 and (ii) pay fees and expenses incurred in connection with the foregoing. This press release does not constitute a notice of redemption of TEGNA’s or Nexstar Media’s outstanding notes.
The Notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States, only to non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.
About Nexstar Media Group, Inc.
Nexstar Media Group, Inc. (NASDAQ: NXST), is a leading diversified media company that produces and distributes engaging local and national news, sports and entertainment content across its television and digital platforms.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including but not limited to: the
Exhibit 99.1
ultimate benefits and synergies of the merger with TEGNA and related integration and litigation risks; the risks and uncertainties of current economic factors that are beyond our control, such as tariffs and other trade barriers, capital markets volatility, sustained inflation, high interest rates and supply chain disruptions; any projections or expectations of earnings, revenue, financial performance, liquidity and capital resources or other financial items; any assumptions or projections about the television broadcasting industry; any statements of our plans, strategies and objectives for our future operations, performance, liquidity and capital resources or other financial items; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and other similar words.
Investor Contacts:
Lee Ann Gliha
Chief Financial Officer
Nexstar Media Group, Inc.
972/373-8800
Joseph Jaffoni or Jennifer Neuman
JCIR
212/835-8500 or nxst@jcir.com
Media Contact:
Gary Weitman EVP and Chief Communications Officer
Nexstar Media Group, Inc.
972/373-8800
gweitman@nexstar.tv
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Description of the Merger and Financing
On March 19, 2026, TEGNA Inc., a Delaware corporation (“TEGNA”), became a wholly owned subsidiary of Nexstar Media Group, Inc. (“Nexstar”) as a result of the merger of Teton Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Nexstar (“Merger Sub”), with and into TEGNA (the “Merger”), with TEGNA surviving the Merger as a wholly owned subsidiary of Nexstar. The Merger was effected pursuant to the previously announced Agreement and Plan of Merger, dated as of August 18, 2025 (the “Merger Agreement”), by and among Nexstar, Merger Sub and TEGNA.
Pursuant to the terms of the Merger Agreement, upon completion of the Merger, each issued and outstanding equity of TEGNA immediately prior to the closing of the Merger was converted into the right to receive $22 in cash (the “Merger Consideration”). All vested and unvested time-based and performance-based equity-based awards of TEGNA that are granted prior to August 18, 2025 and outstanding immediately prior to the effective time of the Merger vested in full and were converted into the right to receive the Merger Consideration. Each TEGNA time-based and performance-based restricted stock unit granted on or after August 18, 2025 were converted into a time-based restricted stock unit based on the Merger Consideration and the terms of the Merger Agreement.
On August 18, 2025, Nexstar entered into a debt commitment letter, which was subsequently amended and restated on September 11, 2025. Under this agreement, a syndicate of financial institutions committed to provide up to $5.725 billion in debt financing to support the Merger, the refinancing of certain TEGNA outstanding indebtedness, and related transactions. In connection with the Merger, Nexstar intends to issue $1,725 million of unsecured notes due 2034 to redeem all of Nexstar’s outstanding 5.625% senior notes due 2027. The Merger, the transaction costs and expenses, and the related debt financing (including the issuance of the new unsecured notes and redemption of the existing Nexstar senior notes due 2027) are collectively referred to as the “Transactions”.
In connection with the regulatory approval of the Merger, Nexstar made certain commitments to the Federal Communications Commission (the “FCC”) including to divest six televisions stations within two years, provided that a waiver of the FCC’s local television ownership rule remains necessary under FCC rules at that time. No agreement has been executed with any prospective buyer at this time.
Basis of Presentation
The following unaudited pro forma financial information combines the historical consolidated financial position and results of operations of Nexstar and TEGNA after giving effect to the Transactions. The unaudited pro forma condensed combined balance sheet assumes that the Transactions consummated on December 31, 2025. The unaudited pro forma condensed combined statements of operations assumes that the Transactions consummated on January 1, 2025.
The unaudited pro forma condensed combined financial information are derived from and should be read in conjunction with the audited historical consolidated financial statements of Nexstar as of and for the year ended December 31, 2025, and the related notes; and the audited historical consolidated financial statements of TEGNA as of and for the year ended December 31, 2025, and the related notes.
The unaudited pro forma condensed combined financial information is provided for informational purposes only and does 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 Transactions 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 information does not reflect any cost savings or other synergies that management of Nexstar believes could have been achieved had the Transactions been completed on the dates assumed.
The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X, as amended by Release No. 33-10786. The pro forma adjustments include those that reflect the accounting for the Transactions in accordance with U.S. GAAP, including:
1
The purchase price and pro forma adjustments are preliminary and reflect estimates and assumptions based on currently available information. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial information. Upon completing the Transactions, the final accounting adjustments could be materially different from the unaudited pro forma adjustments presented herein. The assumptions underlying the preliminary estimate of purchase price and pro forma adjustments are described in greater detail in the accompanying notes to the unaudited pro forma condensed combined financial information.
2
NEXSTAR MEDIA GROUP, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2025
(in millions)
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Nexstar |
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TEGNA |
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Reclass |
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Transaction |
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Transaction |
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Pro Forma |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
280 |
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$ |
291 |
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$ |
- |
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$ |
3,442 |
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3(a) |
$ |
(3,805 |
) |
3(a) |
$ |
208 |
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Accounts receivable, net of allowance for credit losses |
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1,075 |
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627 |
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- |
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- |
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- |
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1,702 |
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Broadcast rights |
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61 |
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27 |
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- |
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- |
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- |
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88 |
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Prepaid expenses and other current assets |
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57 |
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36 |
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- |
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- |
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- |
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93 |
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Total current assets |
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1,473 |
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981 |
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- |
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3,442 |
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(3,805 |
) |
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2,091 |
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Property and equipment, net |
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1,158 |
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425 |
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- |
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- |
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|
404 |
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3(b) |
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1,987 |
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Goodwill |
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2,910 |
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|
3,016 |
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- |
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- |
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(734 |
) |
3(c) |
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5,192 |
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FCC licenses |
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2,949 |
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- |
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2,124 |
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1(a) |
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- |
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(118 |
) |
3(b) |
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4,955 |
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Network affiliation agreements, net |
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1,305 |
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- |
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123 |
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1(a) |
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- |
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1,306 |
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3(b) |
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2,734 |
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Other intangible assets, net |
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282 |
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2,274 |
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(2,247 |
) |
1(a) |
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- |
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60 |
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3(b) |
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369 |
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Investments |
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396 |
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- |
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42 |
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1(b) |
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- |
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- |
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438 |
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Other noncurrent assets, net |
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373 |
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178 |
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(42 |
) |
1(b) |
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- |
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(32 |
) |
3(d) |
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477 |
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Total assets |
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$ |
10,846 |
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$ |
6,874 |
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$ |
- |
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$ |
3,442 |
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$ |
(2,919 |
) |
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$ |
18,243 |
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LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Current portion of debt |
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$ |
111 |
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$ |
- |
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$ |
- |
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$ |
496 |
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3(e) |
$ |
- |
|
|
$ |
607 |
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Accounts payable |
|
|
133 |
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|
|
93 |
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|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
226 |
|
Broadcast rights payable |
|
|
48 |
|
|
|
- |
|
|
|
140 |
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1(c) |
|
- |
|
|
|
- |
|
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|
188 |
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Accrued expenses |
|
|
314 |
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|
|
337 |
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(140 |
) |
1(c) |
|
(81 |
) |
3(f) |
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(3 |
) |
3(f) |
|
427 |
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Operating lease liabilities |
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|
41 |
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|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
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|
41 |
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Other current liabilities |
|
|
64 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
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|
|
- |
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|
64 |
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Total current liabilities |
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|
711 |
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|
430 |
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|
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- |
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|
|
415 |
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(3 |
) |
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|
1,553 |
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Debt |
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6,222 |
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|
|
2,531 |
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|
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- |
|
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|
3,039 |
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3(e) |
|
30 |
|
3(e) |
|
11,822 |
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Deferred tax liabilities |
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|
1,354 |
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|
|
591 |
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|
|
- |
|
|
|
- |
|
|
|
415 |
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3(g) |
|
2,360 |
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Other noncurrent liabilities |
|
|
497 |
|
|
|
166 |
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|
- |
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- |
|
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(60 |
) |
3(h) |
|
603 |
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Total liabilities |
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|
8,784 |
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|
|
3,718 |
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|
|
- |
|
|
|
3,454 |
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|
382 |
|
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|
16,338 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Redeemable noncontrolling interests |
|
|
19 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
19 |
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Common stock |
|
|
- |
|
|
|
168 |
|
|
|
- |
|
|
|
- |
|
|
|
(168 |
) |
3(i) |
|
- |
|
Additional paid-in capital |
|
|
1,331 |
|
|
|
29 |
|
|
|
- |
|
|
|
- |
|
|
|
(29 |
) |
3(i) |
|
1,331 |
|
Retained earnings |
|
|
3,537 |
|
|
|
3,173 |
|
|
|
- |
|
|
|
(12 |
) |
3(j) |
|
(3,318 |
) |
3(i)(j) |
|
3,380 |
|
Accumulated other comprehensive loss |
|
|
(15 |
) |
|
|
(102 |
) |
|
|
- |
|
|
|
- |
|
|
|
102 |
|
3(i) |
|
(15 |
) |
Treasury stock |
|
|
(2,789 |
) |
|
|
(112 |
) |
|
|
- |
|
|
|
- |
|
|
|
112 |
|
3(i) |
|
(2,789 |
) |
Total Nexstar stockholders’ equity |
|
|
2,064 |
|
|
|
3,156 |
|
|
|
- |
|
|
|
(12 |
) |
|
|
(3,301 |
) |
|
|
1,907 |
|
Noncontrolling interests |
|
|
(21 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(21 |
) |
Total stockholders’ equity |
|
|
2,043 |
|
|
|
3,156 |
|
|
|
- |
|
|
|
(12 |
) |
|
|
(3,301 |
) |
|
|
1,886 |
|
Total liabilities, redeemable noncontrolling interests and stockholders’ equity |
|
$ |
10,846 |
|
|
$ |
6,874 |
|
|
$ |
- |
|
|
$ |
3,442 |
|
|
$ |
(2,919 |
) |
|
$ |
18,243 |
|
See the accompanying notes to the unaudited pro forma condensed combined financial information.
3
NEXSTAR MEDIA GROUP, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
(in millions, except for share and per share information)
|
|
Nexstar |
|
|
TEGNA |
|
|
Reclass |
|
|
Transaction |
|
|
Transaction |
|
|
Pro Forma |
|
||||||
Net revenue |
|
$ |
4,949 |
|
|
$ |
2,712 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
(3 |
) |
3(k) |
$ |
7,658 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Direct operating, excluding depreciation and amortization |
|
|
2,235 |
|
|
|
1,730 |
|
|
|
(39 |
) |
1(d) |
|
- |
|
|
|
(3 |
) |
3(k) |
|
3,923 |
|
Selling, general, and administrative, excluding depreciation and amortization |
|
|
1,063 |
|
|
|
442 |
|
|
|
- |
|
|
|
- |
|
|
|
166 |
|
3(l) |
|
1,671 |
|
Amortization of broadcast rights |
|
|
314 |
|
|
|
- |
|
|
|
39 |
|
1(d) |
|
- |
|
|
|
- |
|
|
|
353 |
|
Depreciation and amortization of intangible assets |
|
|
471 |
|
|
|
97 |
|
|
|
- |
|
|
|
- |
|
|
|
78 |
|
3(m) |
|
646 |
|
Goodwill and long-lived asset impairments |
|
|
14 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
14 |
|
Other |
|
|
3 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
4 |
|
3(n) |
|
7 |
|
Total operating expenses |
|
|
4,100 |
|
|
|
2,269 |
|
|
|
- |
|
|
|
- |
|
|
|
245 |
|
|
|
6,614 |
|
Income from operations |
|
|
849 |
|
|
|
443 |
|
|
|
- |
|
|
|
- |
|
|
|
(248 |
) |
|
|
1,044 |
|
Income from equity method investments, net (excluding impairment) |
|
|
30 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
30 |
|
Impairment of equity investments |
|
|
(381 |
) |
|
|
- |
|
|
|
(15 |
) |
1(e) |
|
- |
|
|
|
- |
|
|
|
(396 |
) |
Interest expense, net |
|
|
(379 |
) |
|
|
(132 |
) |
|
|
- |
|
|
|
(514 |
) |
3(o) |
|
126 |
|
3(o) |
|
(899 |
) |
Pension and other postretirement plans credit, net |
|
|
31 |
|
|
|
- |
|
|
|
(7 |
) |
1(e) |
|
- |
|
|
|
- |
|
|
|
24 |
|
Other expenses, net |
|
|
- |
|
|
|
(22 |
) |
|
|
22 |
|
1(e) |
|
- |
|
|
|
- |
|
|
|
- |
|
Income (loss) before income taxes |
|
|
150 |
|
|
|
289 |
|
|
|
- |
|
|
|
(514 |
) |
|
|
(122 |
) |
|
|
(197 |
) |
Income tax (expense) benefit |
|
|
(67 |
) |
|
|
(69 |
) |
|
|
- |
|
|
|
129 |
|
3(p) |
|
7 |
|
3(p) |
|
- |
|
Net income (loss) |
|
|
83 |
|
|
|
220 |
|
|
|
- |
|
|
|
(385 |
) |
|
|
(115 |
) |
|
|
(197 |
) |
Net (income) loss attributable to noncontrolling interests |
|
|
26 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
26 |
|
Net income (loss) attributable to Nexstar |
|
$ |
109 |
|
|
$ |
220 |
|
|
$ |
- |
|
|
$ |
(385 |
) |
|
$ |
(115 |
) |
|
$ |
(171 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income (loss) per common share attributable to Nexstar: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic |
|
$ |
3.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
3(q) |
$ |
(6.19 |
) |
||||
Diluted |
|
$ |
3.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
3(q) |
$ |
(6.19 |
) |
||||
Weighted average number of common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic (in thousands) |
|
|
30,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
3(q) |
|
30,349 |
|
||||
Diluted (in thousands) |
|
|
30,707 |
|
|
|
|
|
|
|
|
|
|
|
|
|
3(q) |
|
30,349 |
|
||||
See the accompanying notes to the unaudited pro forma condensed combined financial information.
4
NEXSTAR MEDIA GROUP, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1. Presentation and Reclassification Adjustments
During the preparation of this unaudited pro forma condensed combined financial information, using information currently available, certain presentation and reclassification adjustments have been made to the historical presentation of TEGNA’s financial statements in order to conform to the presentation of Nexstar. Within a reasonable time following the closing of the Transactions, Nexstar will finalize its review of TEGNA’s accounting policies and financial statement classifications. Upon completion of that review, differences may be identified in the accounting policies and financial classifications of Nexstar and TEGNA that when conformed, could have a material impact on the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.
The following reclassification adjustments were made to conform the presentation of TEGNA’s historical consolidated balance sheet as of December 31, 2025, to Nexstar’s presentation:
1(a) Represents a reclassification from Other intangible assets, net to FCC licenses and Network affiliation agreements, net.
1(b) Represents a reclassification from Other noncurrent assets, net to Investments.
1(c) Represents a reclassification from Accrued expenses to Broadcast rights payable.
The following reclassification adjustments were made to conform the presentation of TEGNA’s historical consolidated statements of operations for the year ended December 31, 2025, to Nexstar’s presentation:
1(d) Represents a reclassification from Direct operating expenses, excluding depreciation and amortization, to Amortization of broadcast rights.
1(e) Represents a reclassification from Other expenses, net to Pension and other postretirement plans credit, net, and impairment of equity investments.
Note 2. Preliminary Purchase Price and Allocation
Preliminary Purchase Price
The following table summarizes the preliminary estimate of the purchase price calculated in accordance with FASB ASC 805 (in millions):
Cash consideration(1) |
|
$ |
3,650 |
|
Other(2) |
|
|
6 |
|
Total Preliminary purchase price |
|
$ |
3,656 |
|
Allocation of Preliminary Purchase Price
ASC 805 requires that the assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. The excess of the purchase price over the fair value of identifiable assets and liabilities is recorded as goodwill. For purposes of the unaudited pro forma condensed combined balance sheet, the preliminary purchase price has been allocated to TEGNA’s assets and liabilities based upon Nexstar’s preliminary estimate of their fair values. These estimates were developed using benchmark analyses, due diligence findings, information obtained from TEGNA’s SEC filings and other market participant assumptions.
The final purchase price allocation will be completed as soon as practicable following the completion of the Merger and will reflect the fair values of the assets acquired and liabilities assumed as of the acquisition date. The final purchase price allocation could materially differ from the amounts presented herein. Accordingly, the pro forma purchase price allocation is subject to further adjustment as additional information is obtained and as further analyses and valuation procedures are completed.
5
The following table summarizes the allocation of the preliminary purchase price to the estimated fair values of the assets to be acquired and liabilities to be assumed in the Merger (in millions):
Preliminary Purchase Price |
|
$ |
3,656 |
|
Assets to be acquired: |
|
|
|
|
Cash and cash equivalents |
|
$ |
291 |
|
Accounts receivable, net |
|
|
627 |
|
Broadcast rights |
|
|
27 |
|
Prepaid expenses and other current assets |
|
|
36 |
|
Property and equipment, net |
|
|
829 |
|
FCC licenses |
|
|
2,006 |
|
Network affiliation agreements |
|
|
1,429 |
|
Other intangible assets, net |
|
|
87 |
|
Investments |
|
|
42 |
|
Other noncurrent assets |
|
|
104 |
|
Total estimated assets to be acquired |
|
$ |
5,478 |
|
Liabilities to be assumed: |
|
|
|
|
Accounts payable |
|
$ |
93 |
|
Accrued expenses and other current liabilities |
|
|
198 |
|
Broadcast rights payable |
|
|
140 |
|
Debt |
|
|
2,561 |
|
Deferred tax liabilities |
|
|
1,006 |
|
Other noncurrent liabilities |
|
|
106 |
|
Total estimated liabilities to be assumed |
|
$ |
4,104 |
|
Total estimated net assets to be acquired |
|
$ |
1,374 |
|
Estimated goodwill |
|
$ |
2,282 |
|
Property and equipment, excluding land of $120 million and construction in progress of $11 million, is depreciated over a weighted-average estimated useful life of 15 years. FCC licenses are classified as indefinite-lived intangible assets and are not amortized. The intangible assets attributable to network affiliation agreements are amortized over an estimated useful life of 15 years. Other definite-lived intangible assets (primarily customer relationships and developed technology) are amortized over a weighted-average estimated useful life of 5 years. A hypothetical 10% change in the valuation of network affiliation agreements and other definite-lived intangible assets would result in an approximate change in annual amortization expense of $11 million.
Goodwill 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. The actual amount of goodwill to be recorded in connection with the Merger could materially change once the fair value of assets acquired and liabilities assumed are completed.
6
Note 3. Transaction Accounting Adjustments
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
The adjustments in the unaudited pro forma condensed combined balance sheet, which assumes that the Transactions had occurred as of December 31, 2025, are as follows:
3(a) Reflects the adjustments to cash and cash equivalents (in millions):
Transaction Accounting Adjustments—Financing: |
|
|
|
|
Borrowing from revolving credit facility |
|
$ |
148 |
|
Issuance of term loan, net of financing costs and discounts |
|
|
2,681 |
|
Repayment of term loan |
|
|
(1,000 |
) |
Issuance of senior secured notes, net of financing costs and discounts |
|
|
3,355 |
|
Borrowing from short term bridge facility, net of financing costs and discounts |
|
|
478 |
|
Issuance of senior unsecured notes, net of financing costs and discounts |
|
|
1,702 |
|
Repayment of Nexstar 5.625% senior unsecured notes due 2027 |
|
|
(1,714 |
) |
Amount borrowed from bridge facility |
|
|
1,211 |
|
Repayment of amount borrowed from bridge facility |
|
|
(1,211 |
) |
Repayment of TEGNA’s 4.625% senior unsecured notes due 2028 |
|
|
(1,000 |
) |
Repayment of TEGNA’s 5.0% senior unsecured notes due 2029 |
|
|
(1,114 |
) |
Payment for accrued interest on Nexstar 5.625% senior unsecured notes due 2027 |
|
|
(46 |
) |
Payment for accrued interest on TEGNA debt |
|
|
(30 |
) |
Payment for other financing fees |
|
|
(18 |
) |
|
|
$ |
3,442 |
|
Transaction Accounting Adjustments—Merger: |
|
|
|
|
Cash consideration (see Note 2) |
|
$ |
(3,650 |
) |
Payments for transaction-related costs, fees and expenses at acquisition |
|
|
(149 |
) |
Settlement of certain TEGNA retirement plan obligations (see Note 2) |
|
|
(4 |
) |
Other |
|
|
(2 |
) |
|
|
$ |
(3,805 |
) |
3(b) Represents the difference between the preliminary fair values and the historical book values of the following assets to be acquired (in millions):
Property and equipment, net |
|
$ |
404 |
|
FCC licenses |
|
|
(118 |
) |
Network affiliation agreements |
|
|
1,306 |
|
Other intangible assets, net |
|
|
60 |
|
3(c) Reflects preliminary adjustments to goodwill, as follows (in millions):
Elimination of TEGNA historical goodwill |
|
$ |
(3,016 |
) |
Excess of estimated purchase price over the preliminary fair value of identifiable TEGNA's assets and liabilities (see Note 2) |
|
|
2,282 |
|
|
|
$ |
(734 |
) |
3(d) Reflects adjustments for (i) the use of TEGNA’s life insurance and trust funds of $56 million to settle certain retirement plan obligations at the closing of the Merger (see Note 3(h)), (ii) the elimination of TEGNA’s historical unamortized financing costs of $5 million and (iii) a preliminary purchase accounting adjustment to TEGNA’s right of use assets of $29 million related to favorable lease market terms amortized over an estimated lease term of 8 years.
7
3(e) Reflects the following adjustments to Debt (in millions):
|
|
Current Portion of Debt |
|
|
Long-Term Debt |
|
|
Total |
|
|||
Transaction Accounting Adjustments—Financing: |
|
|
|
|
|
|
|
|
|
|||
Borrowing from revolving credit facility |
|
$ |
- |
|
|
$ |
148 |
|
|
$ |
148 |
|
Issuance of term loan, net of financing costs and discounts(1) |
|
|
28 |
|
|
|
2,653 |
|
|
|
2,681 |
|
Issuance of short-term bridge facility, net of financing costs and discounts(1) |
|
|
478 |
|
|
|
- |
|
|
|
478 |
|
Amount borrowed from bridge facility(2) |
|
|
- |
|
|
|
1,211 |
|
|
|
1,211 |
|
Repayment of TEGNA’s 4.625% senior unsecured notes due 2028(2) |
|
|
- |
|
|
|
(1,000 |
) |
|
|
(1,000 |
) |
Issuance of senior secured notes, net of financing costs and discounts(3) |
|
|
- |
|
|
|
3,355 |
|
|
|
3,355 |
|
Repayment of term loan(3) |
|
|
(10 |
) |
|
|
(990 |
) |
|
|
(1,000 |
) |
Repayment of TEGNA’s 5.0% senior unsecured notes due 2029(3) |
|
|
- |
|
|
|
(1,114 |
) |
|
|
(1,114 |
) |
Repayment of amount borrowed from bridge facility(3) |
|
|
- |
|
|
|
(1,211 |
) |
|
|
(1,211 |
) |
Issuance of senior unsecured notes, net of financing costs and discounts(4) |
|
|
- |
|
|
|
1,702 |
|
|
|
1,702 |
|
Repayment of Nexstar 5.625% senior unsecured notes due 2027(4) |
|
|
- |
|
|
|
(1,714 |
) |
|
|
(1,714 |
) |
Eliminate historical unamortized premium on Nexstar 5.625% senior unsecured notes due 2027 |
|
|
- |
|
|
|
(1 |
) |
|
|
(1 |
) |
|
|
$ |
496 |
|
|
$ |
3,039 |
|
|
$ |
3,535 |
|
|
|
Current Portion of Debt |
|
|
Long-Term Debt |
|
|
Total |
|
|||
Transaction Accounting Adjustments—Merger: |
|
|
|
|
|
|
|
|
|
|||
Eliminate historical discount on TEGNA debt |
|
$ |
- |
|
|
$ |
9 |
|
|
$ |
9 |
|
Adjust assumed TEGNA debt to their estimated fair values |
|
|
- |
|
|
|
21 |
|
|
|
21 |
|
|
|
$ |
- |
|
|
$ |
30 |
|
|
$ |
30 |
|
3(f) Represents the following adjustments to accrued expenses (in millions):
Transaction Accounting Adjustments—Financing: |
|
|
|
|
Payment for accrued interest on Nexstar 5.625% senior unsecured notes due 2027 |
|
$ |
(46 |
) |
Payment for accrued interest on TEGNA debt |
|
|
(30 |
) |
Estimated tax effect of other financing fees (see Note 3(j)) |
|
|
(5 |
) |
|
|
$ |
(81 |
) |
|
|
|
|
|
Transaction Accounting Adjustments—Merger: |
|
|
|
|
Transaction-related costs, fees and expenses incurred but not paid at acquisition |
|
$ |
13 |
|
Estimated tax effect of the use of certain funds to settle certain TEGNA’s retirement plan obligations (see Note 3(h)) |
|
|
6 |
|
Estimated tax effect of transaction-related costs, fees and expenses (see Note 3(j)) |
|
|
(17 |
) |
Estimated tax effect of the elimination of TEGNA’s historical deferred financing costs and discounts (see Notes 3(d) and 3(e)) |
|
|
(3 |
) |
TEGNA retention bonus accrual to be paid at acquisition closing |
|
|
(2 |
) |
|
|
$ |
(3 |
) |
8
3(g) Represents adjustment to deferred tax liability resulting from the preliminary pro forma fair value adjustments to assets to be acquired and liabilities assumed based on the estimated blended statutory tax rate of 25%. This adjustment is preliminary due to further refinement of statutory income rates used to measure deferred taxes and changes in the estimates of the fair values of assets acquired and liabilities assumed in conjunction with the Merger and those changes could be material.
3(h) Represents (i) the expected settlement of TEGNA’s $60 million retirement plan obligations, funded by TEGNA’s $56 million life insurance and trust funds (see Note 3(d)) and $4 million cash on hand at acquisition closing (see Note 3(a)).
3(i) Represents adjustment to eliminate TEGNA’s historical equity balances as required in a business combination.
3(j) Represents the following adjustments to retained earnings (in millions):
Transaction Accounting Adjustments—Financing: |
|
|
|
|
Estimated other financing fees |
|
$ |
(18 |
) |
Estimated tax effect of other financing fees |
|
|
5 |
|
Eliminate historical unamortized premium on Nexstar 5.625% senior unsecured notes due 2027 |
|
|
1 |
|
|
|
$ |
(12 |
) |
|
|
|
|
|
Transaction Accounting Adjustments—Merger: |
|
|
|
|
Transaction-related costs, fees and expenses at acquisition |
|
$ |
(162 |
) |
Estimated tax effect of transaction-related costs, fees and expenses |
|
|
17 |
|
|
|
$ |
(145 |
) |
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, 2025, are as follows:
3(k) Reflects the elimination of $3 million between net revenue and direct operating expenses resulting from transactions between Nexstar and TEGNA which would be eliminated upon consolidation.
3(l) Represents the following adjustments to selling, general and administrative expenses (in millions):
Transaction-related costs, fees and expenses at acquisition |
|
$ |
162 |
|
Stock-based compensation from assumed TEGNA equity awards for post-combination services |
|
|
4 |
|
|
|
$ |
166 |
|
During the year ended December 31, 2025, transaction related costs of $22 million for Nexstar and $23 million for TEGNA were included in their respective historical statements of operations. All transaction-related costs, fees and expenses will not affect Nexstar’s statement of operations beyond 12 months after the acquisition date.
3(m) Reflects the adjustments to depreciation of property and equipment and amortization of intangible assets (in millions):
New tangible asset depreciation |
|
$ |
62 |
|
New intangible asset amortization(1) |
|
|
113 |
|
Eliminate historical depreciation |
|
|
(62 |
) |
Eliminate historical amortization |
|
|
(35 |
) |
|
|
$ |
78 |
|
3(n) Represents a pro forma adjustment to reflect the amortization of the preliminary fair value allocated to favorable lease market terms related to right of use assets (see Note 3(d)).
9
3(o) Reflects adjustments made to Interest expense, net (in millions):
Transaction Accounting Adjustments—Financing: |
|
|||
Interest expense on Nexstar’s new financing |
|
$ |
(568 |
) |
Removal of Nexstar’s historical interest expense on 5.625% unsecured notes due 2027 |
|
|
95 |
|
Payment for other financing fees (see Note 3(j)) |
|
|
(18 |
) |
Amortization of debt issuance costs on Nexstar’s new financing |
|
|
(23 |
) |
|
|
$ |
(514 |
) |
Transaction Accounting Adjustments—Merger: |
|
|||
Removal of TEGNA’s historical interest expense |
|
$ |
126 |
|
The interest expense on Nexstar’s new debt to be incurred in connection with the Merger was recognized using a blended interest rate of 6.6%. The components of interest rates on new term loans, short-term bridge facility and new revolving loans include (i) an applicable margin that varies pursuant to a leverage ratio grid and (ii) a monthly SOFR. Thus, the actual interest expense incurred on new debt may differ materially from the amounts set forth above. If interest rate were to increase or decrease by 1/8 of 1.0%, the interest expense would increase or decrease by approximately $3 million.
3(p) Represents the tax impact at estimated blended statutory tax rate of 25%. Based on a preliminary analysis performed, approximately $67 million of the total $162 million transaction-related costs were deemed deductible for pro forma income tax adjustment purposes. The estimated tax rates used for the unaudited pro forma condensed combined financial information are preliminary and will likely vary from the actual effective rate in periods after the completion of the Merger based upon the final determination of the fair value of the acquired assets and assumed liabilities.
3(q) The unaudited pro forma combined basic and diluted earnings per share calculations are based on the weighted average basic and diluted shares of Nexstar. The following table summarizes the computation of the unaudited pro forma basic and diluted net income per share ($ in millions, except per share amounts, and shares in thousands):
Pro forma combined net loss attributable to Nexstar Media Group, Inc. |
|
$ |
(171 |
) |
Accretion of redeemable noncontrolling interests |
|
|
(17 |
) |
Pro forma combined net loss attributable to common stock |
|
$ |
(188 |
) |
|
|
|
|
|
Weighted average shares outstanding – basic |
|
|
30,349 |
|
Weighted average shares outstanding – diluted |
|
|
30,349 |
|
|
|
|
|
|
Pro forma net loss per share attributable to common stock – basic |
|
$ |
(6.19 |
) |
Pro forma net loss per share attributable to common stock – diluted |
|
$ |
(6.19 |
) |
10
Exhibit 99.3
SUPPLEMENTAL UNAUDITED CONDENSED COMBINED FINANCIAL DATA
The following supplemental combined statements of operations differ from the pro forma financial information requirements of Article 11 of Regulation S-X because they present a combination of the results of Nexstar and TEGNA as if the Transactions were consummated on January 1, 2024 rather than January 1,2025; the periods presented cover two years instead of the required last completed fiscal year; and the presentation and disclosures, including those related to the adjustments, are more summarized than those required under Article 11, among other differences. The supplemental combined statements of operations are provided for informational purposes only and do not purport to represent what the actual combined results of operations of the combined company would have been had the Transactions occurred on the date assumed, nor are they necessarily indicative of future combined results of operations. The actual results of the combined company may differ significantly from those reflected in the supplemental combined statements of operations.
Supplemental Combined Statement of Operations – Year Ended December 31, 2025
|
|
Nexstar |
|
|
TEGNA |
|
|
Adjustments |
|
|
Combined |
|
||||
Net revenue |
|
$ |
4,949 |
|
|
$ |
2,712 |
|
|
$ |
(3 |
) |
(a) |
$ |
7,658 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Direct operating, excluding depreciation and amortization |
|
|
2,235 |
|
|
|
1,730 |
|
|
|
(42 |
) |
(a)(b) |
|
3,923 |
|
Selling, general, and administrative, excluding depreciation and amortization |
|
|
1,063 |
|
|
|
442 |
|
|
|
4 |
|
(c) |
|
1,509 |
|
Amortization of broadcast rights |
|
|
314 |
|
|
|
- |
|
|
|
39 |
|
(b) |
|
353 |
|
Depreciation and amortization of intangible assets |
|
|
471 |
|
|
|
97 |
|
|
|
78 |
|
(d) |
|
646 |
|
Goodwill and long-lived asset impairments |
|
|
14 |
|
|
|
- |
|
|
|
- |
|
|
|
14 |
|
Other |
|
|
3 |
|
|
|
- |
|
|
|
4 |
|
(e) |
|
7 |
|
Total operating expenses |
|
|
4,100 |
|
|
|
2,269 |
|
|
|
83 |
|
|
|
6,452 |
|
Income (loss) from operations |
|
|
849 |
|
|
|
443 |
|
|
|
(86 |
) |
|
|
1,206 |
|
Income from equity method investments, net (excluding impairment) |
|
|
30 |
|
|
|
- |
|
|
|
- |
|
|
|
30 |
|
Impairment of equity investments |
|
|
(381 |
) |
|
|
- |
|
|
|
(15 |
) |
(f) |
|
(396 |
) |
Interest expense, net |
|
|
(379 |
) |
|
|
(132 |
) |
|
|
(333 |
) |
(g) |
|
(844 |
) |
Pension and other postretirement plans credit (expense), net |
|
|
31 |
|
|
|
- |
|
|
|
(7 |
) |
(f) |
|
24 |
|
Other expenses, net |
|
|
- |
|
|
|
(22 |
) |
|
|
22 |
|
(f) |
|
- |
|
Income (loss) before income taxes |
|
|
150 |
|
|
|
289 |
|
|
|
(419 |
) |
|
|
20 |
|
Income tax (expense) benefit |
|
|
(67 |
) |
|
|
(69 |
) |
|
|
105 |
|
(h) |
|
(31 |
) |
Net income (loss) |
|
|
83 |
|
|
|
220 |
|
|
|
(314 |
) |
|
|
(11 |
) |
Net loss attributable to noncontrolling interests |
|
|
26 |
|
|
|
- |
|
|
|
- |
|
|
|
26 |
|
Net income (loss) attributable to Nexstar |
|
$ |
109 |
|
|
$ |
220 |
|
|
$ |
(314 |
) |
|
$ |
15 |
|
Supplemental Combined Statement of Operations – Year Ended December 31, 2024
|
|
Nexstar |
|
|
TEGNA |
|
|
Adjustments |
|
|
Combined |
|
||||
Net revenue |
|
$ |
5,407 |
|
|
$ |
3,102 |
|
|
$ |
(4 |
) |
(a) |
$ |
8,505 |
|
Operating expenses (income): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Direct operating, excluding depreciation and amortization |
|
|
2,221 |
|
|
|
1,755 |
|
|
|
(48 |
) |
(a)(b) |
|
3,928 |
|
Selling, general, and administrative, excluding depreciation and amortization |
|
|
1,088 |
|
|
|
447 |
|
|
|
166 |
|
(c) |
|
1,701 |
|
Amortization of broadcast rights |
|
|
324 |
|
|
|
- |
|
|
|
44 |
|
(b) |
|
368 |
|
Depreciation and amortization of intangible assets |
|
|
484 |
|
|
|
114 |
|
|
|
61 |
|
(d) |
|
659 |
|
Goodwill and long-lived asset impairments |
|
|
24 |
|
|
|
1 |
|
|
|
- |
|
|
|
25 |
|
Other |
|
|
(2 |
) |
|
|
- |
|
|
|
4 |
|
(e) |
|
2 |
|
Total operating expenses |
|
|
4,139 |
|
|
|
2,317 |
|
|
|
227 |
|
|
|
6,683 |
|
Income (loss) from operations |
|
|
1,268 |
|
|
|
785 |
|
|
|
(231 |
) |
|
|
1,822 |
|
Income (loss) from equity method investments, net |
|
|
70 |
|
|
|
- |
|
|
|
(1 |
) |
(f) |
|
69 |
|
Interest expense, net |
|
|
(444 |
) |
|
|
(142 |
) |
|
|
(376 |
) |
(g) |
|
(962 |
) |
Pension and other postretirement plans credit (expense), net |
|
|
27 |
|
|
|
- |
|
|
|
(17 |
) |
(f) |
|
10 |
|
Gain on disposal of investments |
|
|
40 |
|
|
|
- |
|
|
|
153 |
|
(f) |
|
193 |
|
Other (expenses) income, net |
|
|
(2 |
) |
|
|
130 |
|
|
|
(135 |
) |
(f) |
|
(7 |
) |
Income (loss) before income taxes |
|
|
959 |
|
|
|
773 |
|
|
|
(607 |
) |
|
|
1,125 |
|
Income tax (expense) benefit |
|
|
(276 |
) |
|
|
(174 |
) |
|
|
128 |
|
(h) |
|
(322 |
) |
Net income (loss) |
|
|
683 |
|
|
|
599 |
|
|
|
(479 |
) |
|
|
803 |
|
Net loss attributable to noncontrolling interests |
|
|
39 |
|
|
|
1 |
|
|
|
- |
|
|
|
40 |
|
Net income (loss) attributable to Nexstar |
|
$ |
722 |
|
|
$ |
600 |
|
|
$ |
(479 |
) |
|
$ |
843 |
|
The adjustments in the supplemental combined statements of operations, which assume that the Transactions occurred as of January 1, 2024, are as follows:
2
The following is a reconciliation of Combined Adjusted EBITDA and Combined As Further Adjusted EBITDA for the Last Eight Quarters Average (“L8QA”) Ended December 31, 2025 to Combined net income of Nexstar and TEGNA for the years ended December 31, 2025 and 2024 as reflected in the tables set forth above in this Exhibit 99.3.
|
|
For the Years Ended December 31, |
|
|
L8QA Ended |
|
||||||
|
|
2025 |
|
|
2024 |
|
|
December 31, 2025 (a) |
|
|||
Combined net income |
|
$ |
(11 |
) |
|
$ |
803 |
|
|
$ |
396 |
|
Add (Less): |
|
|
|
|
|
|
|
|
|
|||
Transaction, other one-time and restructuring expenses (b) |
|
|
86 |
|
|
|
205 |
|
|
|
146 |
|
Stock-based compensation expense (c) |
|
|
106 |
|
|
|
111 |
|
|
|
109 |
|
Depreciation and amortization of intangible assets |
|
|
646 |
|
|
|
659 |
|
|
|
653 |
|
Goodwill and long-live assets impairments |
|
|
14 |
|
|
|
25 |
|
|
|
19 |
|
Amortization of basis difference of equity method investments |
|
|
70 |
|
|
|
70 |
|
|
|
70 |
|
Impairment of an equity method investment |
|
|
396 |
|
|
|
- |
|
|
|
198 |
|
Interest expense, net |
|
|
844 |
|
|
|
962 |
|
|
|
903 |
|
Pension and other postretirement plans (credit), net |
|
|
(24 |
) |
|
|
(10 |
) |
|
|
(17 |
) |
Income tax expense |
|
|
31 |
|
|
|
322 |
|
|
|
176 |
|
Gain on disposal of an investment |
|
|
- |
|
|
|
(193 |
) |
|
|
(96 |
) |
Other |
|
|
5 |
|
|
|
10 |
|
|
|
7 |
|
Combined Adjusted EBITDA |
|
|
2,163 |
|
|
|
2,964 |
|
|
|
2,564 |
|
Less: Adjusted EBITDA attributable to The CW (d) |
|
|
(89 |
) |
|
|
(131 |
) |
|
|
(110 |
) |
Combined Adjusted EBITDA, excluding The CW |
|
|
2,252 |
|
|
|
3,095 |
|
|
|
2,674 |
|
Add (Less): |
|
|
|
|
|
|
|
|
|
|||
Cash distributions from equity method investments (e) |
|
|
144 |
|
|
|
163 |
|
|
|
154 |
|
Income from equity method investments, net |
|
|
(30 |
) |
|
|
(69 |
) |
|
|
(50 |
) |
Amortization of basis difference of equity method investments |
|
|
(70 |
) |
|
|
(70 |
) |
|
|
(70 |
) |
Payments for broadcast rights, net of amortization of broadcast rights (f) |
|
|
(1 |
) |
|
|
(4 |
) |
|
|
(2 |
) |
Stock-based compensation from TEGNA’s stock 401(k) match contribution |
|
|
16 |
|
|
|
19 |
|
|
|
17 |
|
Loss from noncontrolling interests (f) |
|
|
6 |
|
|
|
5 |
|
|
|
5 |
|
Pension credit |
|
|
24 |
|
|
|
10 |
|
|
|
17 |
|
Cost savings from restructuring activities |
|
|
- |
|
|
|
17 |
|
|
|
8 |
|
Transaction synergies (g) |
|
|
344 |
|
|
|
331 |
|
|
|
338 |
|
Combined As Further Adjusted EBITDA |
|
$ |
2,685 |
|
|
$ |
3,497 |
|
|
$ |
3,091 |
|
3
Adjusted EBITDA is calculated as combined net income, plus or (minus): transaction, other one-time and restructuring expenses, stock-based compensation expense, depreciation and amortization expense (excluding amortization of broadcast rights), amortization of basis difference of equity method investments, (gain) loss on asset disposal, impairment charges, interest expense, net, pension and other postretirement plans costs (credit), income tax expense (benefit) and other operating and non-operating expense (income). We consider Adjusted EBITDA to be an indicator of our assets’ operating performance.
As Further Adjusted EBITDA is calculated in a manner permitted under the credit agreement governing Nexstar’s credit facilities (based on a trailing average of the last two years) as Combined Adjusted EBITDA plus or (minus): (Adjusted EBITDA attributable to The CW Network, LLC, or “The CW”, Nexstar’s majority-owned unrestricted subsidiary), cash distributions from equity method investments, (income from equity method investments, net), (amortization of basis difference of equity method investments), (payments for broadcast rights, net, excluding amounts attributable to The CW), stock-based compensation from TEGNA’s stock 401(k) match contribution, loss from noncontrolling interests (excluding amounts attributable to The CW), pension (credit) expense, cost savings from restructuring activities, and transaction synergies related to the Merger. We use this metric to calculate compliance with our covenants in our indebtedness agreements but not as a separate performance or liquidity measure.
4