Nexstar Aquires WV Media Stations in $130 Million Deal

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Nexstar Aquires WV Media Stations in $130 Million Deal

Post by unchoopfan » Tue Nov 17, 2015 9:54 am

Nexstar Broadcasting (NXST) to Acquire Certain West Virginia Media Holdings Assets in $130M Deal

November 17, 2015 7:11 AM
http://www.streetinsider.com/dr/news.php?id=11081798

Nexstar Broadcasting (NASDAQ: NXST) announced that it entered into a definitive agreement to acquire the assets of three CBS- and one NBC-affiliated television stations serving Charleston/Huntington, West Virginia (DMA #67), Wheeling, West Virginia/Steubenville, Ohio (DMA #157), Bluefield/Beckley, West Virginia (DMA #160) and Clarksburg/Weston, West Virginia (DMA #169) markets for $130.0 million from West Virginia Media Holdings LLC (“WVMH”). The proposed acquisition is expected to be immediately accretive to Nexstar’s operating results.

Under the terms of the agreement, Nexstar will enter into a Time Brokerage Agreement (“TBA”) with WVMH effective upon receipt of Hart-Scott-Rodino (“HSR”) clearance, whereby it will receive the stations’ broadcast cash flow and pay an annual fee to WVMH. The TBA will extend until the broadcast assets and FCC licenses are transferred, which is expected to occur in late 2016. Nexstar intends to finance the transaction with cash generated from operations and borrowings under its senior credit facilities.

City of License

Market Rank

Station

Affiliation

1 Charleston/Huntington, WV 67 WOWK CBS
2 Wheeling, WV/Steubenville, OH 157 WTRF(1) CBS
3 Bluefield/Beckley, WV 160 WVNS(2) CBS
4 Clarksburg/Weston, WV 169 WBOY(3) NBC
(1) WTRF’s D2 and D3 channels broadcast MyNetworkTV and ABC programming, respectively
(2) WVNS’ D2 channel broadcasts FOX programming
(3) WBOY’s D2 channel broadcasts ABC programming
The planned acquisition of these stations from WVMH further broadens Nexstar’s local television broadcasting and digital media platform with stations that are geographically complementary to the Company’s operating base while presenting significant financial and operating synergies. According to the 2014 BIA Kelsey Television Yearbook, three of the four stations being acquired have the #1 or #2 revenue shares in their respective markets.

Upon closing this and other previously announced transactions, Nexstar’s portfolio of stations that it owns, operates, programs or to which it provides sales and other services, will increase to 115 television stations serving 62 markets in 25 states, reaching approximately 20.5 million television households or 18.1% of all U.S. television households.

In the 2015/2016 cycle, the acquired stations are expected to generate approximately $15 million in free cash flow and are expected to provide free cash flow accretion in the 2015/2016 cycle of approximately $0.23 per share per year (definitions and disclosures regarding non-GAAP financial information are included later in this announcement). The purchase price for the four stations represents a multiple of approximately 6.3 times the expected average 2015/2016 broadcast cash flow of the acquired stations after giving effect to anticipated operating improvements and synergies identified by Nexstar.

Perry A. Sook, Chairman, President and Chief Executive Officer of Nexstar Broadcasting Group, Inc., commented, “By adhering to our disciplined acquisition criteria, we are acquiring these four stations at an attractive pro-forma multiple of broadcast cash flow and have identified significant synergies with well-defined paths to realization. The West Virginia markets, and the eastern Ohio reach of one of the stations, represent a natural complement to our existing operations in the mid-Atlantic region of the United States, with the added benefit of having high levels of political advertising activity. Reflecting Nexstar’s projected year-one operating and financial synergies we are acquiring these stations at an attractive pro-forma multiple of approximately 6.3 times average 2015/2016 adjusted broadcast cash flow, which is consistent with other recent Nexstar transactions.

“As a result, pro-forma for the completion of all announced and completed transactions, we are increasing Nexstar’s projected 2015/2016 free cash flow to approximately $482 million, or average pro-forma free cash flow of approximately $7.85 per share per year, in the current two year period. Notably, from a balance sheet perspective, the transaction does not alter our expectation that Nexstar will end 2016 with net leverage in the mid/high-3x range.

“Reflecting this and other pending transactions, Nexstar has acquired 66 television stations and four digital media businesses since 2011 for approximately $1.3 billion. Significantly, all of these transactions are accretive to free cash flow and strategically diversify our revenue and operating base. We expect to remain active with our M&A initiatives as our corporate, broadcast and digital media management teams have built excellent records of integrating and realizing the forecasted synergies and efficiencies from our numerous transactions and platform building strategy. We continue to expect that our platform growth, expanding distribution and digital media revenue, the return of political advertising revenue in 2016 and our focus on our balance sheet, cost of capital and leverage will allow us to extend our record of enhancing shareholder value on a near- and long-term basis.”

Bray Cary, Chief Executive Officer, West Virginia Media Holdings, Inc. said, “Nexstar is an industry leader and the sale of WV Media stations to Nexstar will broaden and strengthen the West Virginia media network we started 14 years ago. With Nexstar's WHAG-TV (Hagerstown, MD) station added to the list, the new network of stations will be able to provide all of our viewers coverage from West Virginia’s fastest growing area, the Eastern Panhandle. The additional non-stop news from the eastern Panhandle and Washington, DC area will truly create the largest and only true statewide news and marketing network. In addition, Nexstar has emerged as an innovative leader in the digital space which will create unique opportunities for our advertisers and marketing partners. This is a company that knows West Virginia as Mr. Sook worked at WOWK-TV early in his career and is an alumnus of Ohio University.”

The TBA with WVMH is subject to HSR approval and is expected to close in December 2015, with the station license assets subject to FCC approval and expected to close in late 2016.

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Re: Nexstar Aquires WV Media Stations in $130 Million Deal

Post by cgarison » Tue Nov 17, 2015 10:32 am

So the nightmare of Bray Cary's media empire goes out with a whimper and not a bang. What a shame as I expected Bray to make a political run with his media megaphone.
In addition, Nexstar has emerged as an innovative leader in the digital space which will create unique opportunities for our advertisers and marketing partners.
Yea, I looked at Nexstar's 'web presence' and they are far from an innovation leader especially with their SaaS media player that is leased from Critical Media which is blocked by both my anti-spy ware and anti-malware tools within my browsers. Yippee! If I want to watch WOWK broadcasts in the future, I am going to have Critical Media blasting me with video that looks like malware on the majority of my devices. Innovation leader, indeed!
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Re: Nexstar Aquires WV Media Stations in $130 Million Deal

Post by Big Media » Tue Nov 17, 2015 12:18 pm

Good to hear. There are good people at WOWK and I am sure there are good people at the other WVMH stations, too. Hopefully this will be a positive for all involved.

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Re: Nexstar Aquires WV Media Stations in $130 Million Deal

Post by genlock » Tue Nov 17, 2015 12:37 pm

I read that the head honcho at nexstar once worked at WOWK as a local sales weasel.
It was his first job in tv sales. He also was briefly an anchor at WDTV, Weston.
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Re: Nexstar Aquires WV Media Stations in $130 Million Deal

Post by cgarison » Tue Nov 17, 2015 6:08 pm

Big Media wrote:Good to hear. There are good people at WOWK and I am sure there are good people at the other WVMH stations, too. Hopefully this will be a positive for all involved.
The folks at the The State Journal are probably spitting nails that they were not included in the deal.
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Re: Nexstar Aquires WV Media Stations in $130 Million Deal

Post by genlock » Tue Nov 17, 2015 7:06 pm

They may sell the state journal to Marshal Reynolds.
He has had such a success with the herald dispatch.
He also bought the Wayne County news.
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Re: Nexstar Aquires WV Media Stations in $130 Million Deal

Post by cgarison » Tue Nov 17, 2015 10:22 pm

genlock wrote:They may sell the state journal to Marshal Reynolds.
When I was thinking of the WVMH fading with a whimper, It brought back memories of dealings that I have seen with Marshall Reynolds prior to him purchasing 'landmark' companies in WV. The only words that I can use in a public forum to describe him would be 'male chauvinist pig.' Perhaps he has softened in the last 10 years since I have worked in mountain state, but right off hand, I doubt if that has changed.

And yes, that thought has crossed my mind. In fact, I thought it could happen any time after his acquisition of the Herald Dispatch.


edit...

Wait a second... HD Media now owns the Herald Dispatch which is not Marshall Reynolds, but his son, Doug Reynolds. Well, Doug is already a politician and delegate from the 17th district so the State Journal would fit well into his portfolio.
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Re: Nexstar Aquires WV Media Stations in $130 Million Deal

Post by The Interpreter » Wed Nov 18, 2015 12:09 am

I am not sure I'd call Mr. Marshall Reynolds' HD acquisition a success:

http://www.huntingtonnews.net/65990

At all...

And the younger Reynolds is leaving the House of Delegates.

He MAY run for state Attorney General, some say.

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Re: Nexstar Aquires WV Media Stations in $130 Million Deal

Post by genlock » Wed Nov 18, 2015 5:49 am

At any rate, Bray Cary will have to find another group of peons to push around.
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Re: Nexstar Aquires WV Media Stations in $130 Million Deal

Post by cgarison » Wed Nov 18, 2015 10:26 pm

The Interpreter wrote:I am not sure I'd call Mr. Marshall Reynolds' HD acquisition a success:

http://www.huntingtonnews.net/65990

At all...
Compared to what happened with the Inquirer/Daily News in Philly during that time period, I would say that keeping the Herald-Dispatch out of bankruptcy is a roaring success. Plus, Marshall kept the paper in local hands which is great considering that the property could have been picked up by some (wannabe) Silicon Valley outsider as a 'toy' for their personal/corporate amusement or by some venture capitalist that could have settled the deal just to shutter the facilities and liquidate the assets for some quick cash instead of operating the business as intended.

And unlike the Gannet run Insufficient' in Ashland, I am certain the 'Herald Dispatch' is not going to run articles that go against the interest of the local readers to support the corporate fat cats that run businesses down the street from Gannet's HQ in the DC suburbs.
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Re: Nexstar Aquires WV Media Stations in $130 Million Deal

Post by cgarison » Wed Nov 18, 2015 10:45 pm

genlock wrote:At any rate, Bray Cary will have to find another group of peons to push around.
I had always hoped that Bray would bring a new level of class and sophistication to the "WV Business Owner" concept when he created his media empire, but that was just a pipe dream. He turned out to be a schmuck overtaken by his false sense of power like many of the others that I knew in the Kanawha Valley back in the day.
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Re: Nexstar Aquires WV Media Stations in $130 Million Deal

Post by The Interpreter » Thu Nov 19, 2015 2:30 am

Gannett has no connection to the Daily Independent.

Never has.

Community Newspaper Holdings, Inc. is NOT Gannett. And Montgomery, Alabama is not DC.

Not even close, Sir Jeepy.

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Re: Nexstar Aquires WV Media Stations in $130 Million Deal

Post by cgarison » Thu Nov 19, 2015 8:25 am

According to my research, CNHI is a subsidiary of Gannet.

http://ajrarchive.org/Article.asp?id=1011

Looks like CNHI it has been under the control of the Tyson's Corner media giant for 15 years.
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Re: Nexstar Aquires WV Media Stations in $130 Million Deal

Post by The Interpreter » Thu Nov 19, 2015 7:21 pm

You need to read that article more carefully.

Gannett bought some papers. CNHI bought others.

NOWHERE does it say Gannett bought CNHI.

Because it didn't.

Having once worked for one of these two companies, I know whereof I speak.

Gannett has NOTHING to do with the Ashland paper. At all.

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Re: Nexstar Aquires WV Media Stations in $130 Million Deal

Post by cgarison » Thu Nov 19, 2015 10:21 pm

Well, I was the victim of one of the best 'Google bombs' that I have ever seen because Google even has Gannett listed as the parent company of CNHI in their data bases. I must learn how somebody created that SEO algorithm because I am still in the era of Spreading Romney and of course the infamous definition of Santorum.

And if the newspaper industry is anything like the world of health data analytics and health IT, the whole of the gene pool between all the competitors is a very shallow pond where in-breeding is encouraged and most of the employees are way to closely related to one another either by marriage which can make relationships appear to exist where none can really be found. :wink:
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Re: Nexstar Aquires WV Media Stations in $130 Million Deal

Post by Greg Goodfellow » Sat Nov 21, 2015 11:57 am

cgarison wrote:So the nightmare of Bray Cary's media empire goes out with a whimper and not a bang. What a shame as I expected Bray to make a political run with his media megaphone.
In addition, Nexstar has emerged as an innovative leader in the digital space which will create unique opportunities for our advertisers and marketing partners.
Yea, I looked at Nexstar's 'web presence' and they are far from an innovation leader especially with their SaaS media player that is leased from Critical Media which is blocked by both my anti-spy ware and anti-malware tools within my browsers. Yippee! If I want to watch WOWK broadcasts in the future, I am going to have Critical Media blasting me with video that looks like malware on the majority of my devices. Innovation leader, indeed!
Our long national nightmare is over (LOL). Now, when will be the final broadcast of "DECISION MAKERS"?
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Re: Nexstar Aquires WV Media Stations in $130 Million Deal

Post by genlock » Sat Nov 21, 2015 12:41 pm

I wonder what percentage of their money the WVU foundation will realize out of this deal?
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Re: Nexstar Aquires WV Media Stations in $130 Million Deal

Post by genlock » Sat Nov 21, 2015 12:44 pm

Bray might be expecting Justice as next Governor and could be angling for some sort of a spot as caretaker of
the Greenbrier while Jim is in the Mansion in Charleston.
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Re: Nexstar Aquires WV Media Stations in $130 Million Deal

Post by Mr. Tom Jones » Thu Apr 21, 2016 5:20 am

Word is Decision Makers will continue with the current host at least through this election cycle.

After that, feel free to guess what will happen.

Noises coming out indicate the managers now overseeing the former WVMH stations want WOWK to take the lead in planning, etc. Nexstar is apparently trying to turn WOWK into some sort of brains for their WV stations.

They apparently have not said what kind of brains they want, though.

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Re: Nexstar Aquires WV Media Stations in $130 Million Deal

Post by Mr. Jones » Thu Apr 21, 2016 7:51 pm

Mr. Tom Jones wrote:Noises coming out indicate the managers now overseeing the former WVMH stations want WOWK to take the lead in planning, etc. Nexstar is apparently trying to turn WOWK into some sort of brains for their WV stations.

They apparently have not said what kind of brains they want, though.
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