Nexstar Media Group, Inc. · NASDAQ:NXST
Nexstar Media — Merger or Acquisition (January 2016)
11 slides from Nexstar Media's merger presentation, Jan 27, 2016
Slide 1: A Compelling Combination to Become Nexstar Media Group
A Compelling Combination to Become Nexstar Media Group: A Pure-Play Broadcasting and Digital Media Leader January 27, 2016
Slide 2: Disclaimer
Disclaimer Additional Information This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. In connection with the Agreement and Plan of Merger, by and between Nexstar Broadcasting Group, Inc. (“Nexstar”), Media General, Inc. (“Media General”) and Nep
Slide 3: A Compelling Combination Delivering Immediate and Long-Term Value to Shareholders of Both Companies
A Compelling Combination Delivering Immediate and Long-Term Value to Shareholders of Both Companies Creates leading pure-play broadcast operator – Top 2 television broadcaster maximizes benefits of increased scale - $2.3 billion of annual revenue – Strong and complementary nationwide coverage reac
Slide 4: Transaction Summary
Transaction Summary $17.14 per share in the form of ~62% cash and ~38% in Nexstar stock – $10.55 per share in cash and 0.1249 Nexstar shares per Media General share(1) Definitive – Contingent Value Right (CVR) gives MEG shareholders net cash proceeds from FCC spectrum auction(2) Agreement Terms –
Slide 5: A Complementary Combination: Pure-Play Broadcasting and Digital Media Leader
A Complementary Combination: Pure-Play Broadcasting and Digital Media Leader Positioned for Long-term Success Combination creates a broadcast television and digital media platform with enhanced scale and geographic diversity to maintain leadership in dynamic markets Combined company will have 171
Slide 6: Strong and Complementary Nationwide Coverage
Strong and Complementary Nationwide Coverage Pro forma: 171 Television Stations in 100 markets reaching ~39% of all U.S. TV HH1 Nexstar Markets Media General Markets Overlap Markets ____________________ Source: Company filings and Wall Street research. (1) Following an estimated ~11% of acquired bro
Slide 7: Substantial and Readily Achievable Synergies
Substantial and Readily Achievable Synergies Total Expected Year 1 Synergy Realization of $76+ million Corporate Assumes reductions to personnel, travel and entertainment, and elimination of Overhead ~$27m redundant Board and professional services expenses Net Retransmission ~$24m Media General
Slide 8: Proven Track Record of Delivering Shareholder Value
Proven Track Record of Delivering Shareholder Value Nexstar has acquired 66 TV 5 Year Total Shareholder Return2 stations and four digital businesses since 20111 900% 863% Compelling Acquisition Effective integration has resulted in synergy capture History at least equal to original synergy expec
Slide 9: Summary
Summary Transformative and strategically and financially compelling growth opportunity – Creates leading pure-play broadcast operator and one of the nation’s leading providers of local news, entertainment, sports, lifestyle and network programming and content through its broadcast and digital medi
Slide 10: Appendix
10 Appendix YNexstar. eda,
Slide 11: Contingent Value Right (CVR) Summary
Contingent Value Right (CVR) Summary Media General shareholders and holders of Media General incentive equity will be entitled to receive contingent value rights (“CVRs”) as part of the consideration received in the merger The CVR will provide the holders with the right to receive a pro rata sha
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