Nexstar Media Group, Inc. · NASDAQ:NXST

Nexstar Media — Nexstar Broadcasting Group — Merger or Acquisition (September 2015)

13 slides from Nexstar Media's merger presentation, Sep 29, 2015

  1. Slide 1: A Compelling Combination

    SNexstar’. Piss A Compelling Combination

  2. Slide 2: Disclaimer

    Disclaimer Additional Information This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal which Nexstar Broadcasting Group, Inc. (“Nexstar”) has made for a business combination transaction with Media General,

  3. Slide 3: Compelling Combination

    Compelling Combination  Creates leading pure-play broadcast operator – Top 2 operator maximizes benefits of increased scale – Increased geographic diversity brings expanded audience reach – Portfolio diversification creates additional opportunities – extensive digital media assets  Financially com

  4. Slide 4: Proposed Transaction Summary

    Proposed Transaction Summary $14.50 per share in the form of ~72% cash and ~28% in Nexstar stock  $10.50 per share in cash, not reduced for termination fee Consideration  Fixed exchange ratio of 0.0898x Nexstar shares per Media General share ~$4.1bn transaction value, including assumption of Media

  5. Slide 5: Combined Financial Profile

    Combined Financial Profile ‘15E / ‘16E Blended Financials Financial Combined metrics company1 Revenue $974 $1,454 $2,3422 Adjusted EBITDA $344 $453 $8423 Adjusted EBITDA margin 35.3% 31.2% 35.9% Capex $25 $53 $78 Net debt / Adjusted EBITDA 4.2x4 4.6x4 ~5.5x5 ____________________ Source: Company fili

  6. Slide 6: Strong and Complementary Nationwide Coverage

    Strong and Complementary Nationwide Coverage Pro forma: 162 Television Stations in 99 markets reaching ~39% of all U.S. TV HH Nexstar Markets Media General Markets Overlap Markets 6

  7. Slide 7: Media General Is Highly Complementary

    Media General Is Highly Complementary Nexstar/Media General combination creates a leading pure-play broadcaster with enhanced scale and geographic diversity to continue competing effectively in a consolidating market  Combined company would have 162 broadcast stations in 99 markets reaching 39% of

  8. Slide 8: Pure Play with Greater Broadcast Scale

    Pure Play with Greater Broadcast Scale / / (Post-Divestitures) (Post-Divestitures) Stations 162 82 Markets 99 54 U.S. Households Reach 39% 30% + 900 bps Total Revenue (‘15E / ’16E) $2,3421 $2,9082 % Publishing (National Media) -- 37.1% Total EBITDA (’15E / ’16E) $8423 $7804 % Publishing (National Me

  9. Slide 9: Nexstar Proposal is Superior To Media General's Announced Transaction With Meredith

    Nexstar Proposal is Superior To Media General’s Announced Transaction With Meredith Key Metrics Meredith Transaction Nexstar Proposal Currency/Price  Issuing 54% of shares at market price  30% premium  No cash proceeds  72% cash: almost equal to current Media General stock price Valuation  ~54%

  10. Slide 10: Industry-Leading Management Team

    Industry-Leading Management Team Proven Track Record of Delivering Shareholder Value 5-Year Stock Price Performance NXST +788.6% S&P 500 +68.1% MDP +39.3% MEG +17.7% ____________________ 10 Source: Company filings and FactSet historical prices.

  11. Slide 11: Market Reaction to Media General / Meredith Transaction

    Market Reaction to Media General / Meredith Transaction Pre- Post- Wall Street Research Pre-Nexstar Annc. Annc. speculating on Nexstar / Annc. (9/4) (9/8) Media General (9/14) (9/25) “Investors, on the other hand, seem MEG +11.7% both confused and disappointed. Share (6.0%) According to our conversa

  12. Slide 12: Comparative Acquisition Multiples

    Comparative Acquisition Multiples Recent Relevant Precedent Transactions Media General Transactions (1) 12.8x 11.8x 10.6x 9.5x 9.2x 9.1x 8.8x / / / / / / / Consolidated Broadcast Only Broadcast Only Post Divestitures ____________________ Source: Public company filings and Wall Street research. Note:

  13. Slide 13: Compelling Combination

    Compelling Combination  Nexstar is fully committed and prepared to take necessary steps to complete this transaction – Thoroughly considered potential regulatory issues - prepared to make necessary divestitures – Highly confident in ability to finance cash portion of transaction; will have committe

Nexstar Broadcasting Group — Merger or Acquisition (September 2015) on 6ix