Nexstar Media Group, Inc. · NASDAQ:NXST
Nexstar Media — Merger or Acquisition (August 2025)
17 slides from Nexstar Media's merger presentation, August 2025
Slide 1: Acquisition of TEGNA Inc. – August 2025
Acquisition of TEGNA Inc. – August 2025 1
Slide 2: Forward Looking Statements
Forward Looking Statements This communication includes forward-looking statements. Nexstar Media Group, Inc. (“Nexstar”) and TEGNA Inc. (“TEGNA”) have based these forward-looking statements on Nexstar’s and TEGNA’s current expectations and projections about future events. Forward-looking statements
Slide 3: Other Disclosures
Other Disclosures Additional Information and Where to Find It This communication is being made in respect of a proposed business combination involving Nexstar and TEGNA. In connection with the proposed transaction, TEGNA intends to file relevant materials with the U.S. Securities and Exchange Commis
Slide 4: Nexstar + TEGNA: Powering the Future of Local Media
Nexstar + TEGNA: Powering the Future of Local Media 1 Enhanced Scale to Compete with Big Tech and Big Media 2 Preserves High-Quality Local Journalism and Diversity of Opinion Increases Geographic Diversity and Enhances Local Presence + 3 4 Identified and Achievable Synergy Opportunity Backed by Prov
Slide 5: Transaction Summary
Transaction Summary $22.00 per share, all cash offer Key Terms $6.2 billion transaction value, including TEGNA net debt and estimated transaction expenses 31% premium to the 30-day average stock price of TEGNA ending August 8, 2025, the last closing stock price prior to media reports of a pote
Slide 6: Enhances Nexstar's Position as a Leading Local Media Company
Enhances Nexstar’s Position as a Leading Local Media Company Note: Statistics reflect our and our partners’ stations. Combined Television Stations 265 versus 201 stand alone Full-power Stations Combined Audience Reach 80% versus 70% stand alone U.S. TV Households Combined DMAs 132 versus 116 stand a
Slide 7: Nexstar's Enhanced Scale Will Enable it to Better Compete with Big Tech and Big Media
Nexstar’s Enhanced Scale Will Enable it to Better Compete with Big Tech and Big Media ($ in millions) Financial results reflect the reported results for the last eight quarters annualized for the quarter ended June 30, 2025 on a stand alone and combined basis Combined Net Revenue (Reported) $5,153 $
Slide 8: Identified Synergies with Proven Track Record of Execution
Identified Synergies with Proven Track Record of Execution Nexstar has extensive experience successfully executing on its synergy playbook. Estimated TEGNA Transaction Synergies are Comparable to • Identified synergies include contractual Those Completed in the Prior Tribune Media Transaction revenu
Slide 9: Financing and Capital Allocation
Financing and Capital Allocation After closing, Nexstar expects to use its excess free cash flow to deleverage. Financing Capital Allocation • Nexstar has committed financing from BofA • Upon completion of the transaction, Nexstar Securities, J.P. Morgan Chase Bank N.A. and Goldman expects to redepl
Slide 10: Nexstar Has a Long Track Record of Innovation and Growth
Nexstar Has a Long Track Record of Innovation and Growth $8BN+ Revenue $5BN+ Revenue 2025-2026 $2BN -> $4BN First to Revenue materially benefit Early–2020’s from expected $200MM Growth by realizing changes in the Revenue scale efficiencies, regulatory Mid-Late 2010’s developing spectrum framework <$
Slide 11: Appendix
Appendix
Slide 12: Disclosures and Definitions Regarding Non-GAAP Financial Information
Disclosures and Definitions Regarding Non-GAAP Financial Information This investor presentation includes non-GAAP measures including Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Free Cash Flow. Definitions of these non-GAAP measures, reconciliations to their nearest GAAP measures, and the re
Slide 13: Combined Company Financial Reconciliations
Combined Company Financial Reconciliations (1) Unaudited - ($ in millions) Anualized for the last eight quarters ended June 30, 2025 (2) Nexstar TEGNA Combined Net Revenue $5,153 $2,948 $8,101 Net Income 489 449 938 Adjusted EBITDA 1,751 807 2,558 Net Revenue Nexstar TEGNA Combined Six Months Ended
Slide 14: Adjusted EBITDA Reconciliation – Nexstar
Adjusted EBITDA Reconciliation – Nexstar Six Months Six Months Unaudited Ended, Year Ended, Ended, ($ in millions) 6/30/2025 12/31/2024 12/31/2023 6/30/2023 Net Income $188 $683 $270 $163 Add (Less): Transaction, other one-time and restructuring expenses(1) 10 12 15 11 Stock-based compensation expen
Slide 15: Adjusted EBITDA Reconciliation – TEGNA
Adjusted EBITDA Reconciliation – TEGNA Six Months Six Months Unaudited Ended, Year Ended, Ended, ($ in millions) 6/30/2025 12/31/2024 12/31/2023 6/30/2023 Net Income $126 $599 $476 $304 Add (Less): Merger termination fee - - (136) (136) M&A-related costs - 2 20 20 Retention costs(1) 2 14 8 - Workfor
Slide 16: Adjusted EBITDA Reconciliation – Tribune Media
Adjusted EBITDA Reconciliation – Tribune Media Unaudited Year Ended, ($ in millions) 12/31/2018 12/31/2017 Net Income $413 $197 Add (Less): Income from discontinued operations, net of taxes - (14) Income tax expense (benefit) 113 (301) Reorganization items, net 2 2 Other non-operating gain, net - -
Slide 17: Slide 17
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