Nexstar Broadcasting To Acquire Las Vegas CBS Affiliate KLAS-TV For $145M In Accretive Transaction

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Nexstar Broadcasting Group, Inc.
NXST
(“Nexstar” or “the Company”) announced today that it entered into a definitive agreement to acquire the equity interests and assets of KLAS-TV, the CBS affiliate serving the Las Vegas, Nevada market for $145.0 million plus working capital from Landmark Media Enterprises, LLC (“Landmark”). The proposed acquisition is expected to be immediately accretive to Nexstar's operating results immediately upon closing and inclusive of all other previously announced transactions, will expand the Company's portfolio to 110 television stations serving 58 markets in 23 states, reaching approximately 20.3 million television households or 18% of U.S. television households. Nexstar intends to finance the station acquisition with cash generated from operations and borrowings under its senior credit facilities and/or additional capital markets activities. The transaction is subject to FCC approval and other customary approvals, and is expected to close in the first half of 2015. Commenting on the acquisition, Nexstar Broadcasting Group President and Chief Executive Officer, Perry A. Sook said, “Nexstar remains opportunistic in expanding our station platform for growth and the acquisition of KLAS-TV in Las Vegas is consistent with our strategic focus on identifying, executing and integrating accretive transactions. Pro-forma for expected synergies, including additional retransmission revenues, the purchase price for KLAS is less than 6.0 times the average 2015/2016 pro-forma projected cash flow. Under Nexstar's ownership we intend to build on KLAS's rich tradition of local programming and local community involvement. With an enhanced sales effort, additional retransmission revenues and synergistic operating improvements, the acquisition, on a pro-forma basis, is expected to add an average of approximately $0.40 per share of free cash flow per year to Nexstar's operating results over the 2015/2016 period. “Las Vegas represents a natural complement to our existing operations in the Southwestern region of the United States. KLAS-TV is presently operated by a single station owner, therefore financial results under Nexstar's ownership will benefit from our scale, expense synergies and proven operating management disciplines. Finally, with the post-closing implementation of Nexstar's strong local news programming, KLAS will be well-positioned to capitalize on political spending in 2016 including the Presidential election and the Nevada U.S. Senate race.” According to the 2014 BIA Kelsey Television Yearbook the Las Vegas, Nevada DMA is ranked as the 41st largest U.S. television market. Definitions and Disclosures Regarding non-GAAP Financial Information Broadcast cash flow is calculated as income from operations, plus corporate expenses, depreciation, amortization of intangible assets and broadcast rights (excluding barter) and loss (gain) on asset disposal, net, minus broadcast rights payments. Adjusted EBITDA is calculated as broadcast cash flow less corporate expenses. Free cash flow is calculated as income from operations plus depreciation, amortization of intangible assets and broadcast rights (excluding barter), loss (gain) on asset disposal, net, and non-cash stock option expense, less payments for broadcast rights, cash interest expense, capital expenditures and net cash income taxes. Broadcast cash flow and free cash flow results are non-GAAP financial measures. Nexstar believes the presentation of these non-GAAP measures are useful to investors because they are used by lenders to measure the Company's ability to service debt; by industry analysts to determine the market value of stations and their operating performance; by management to identify the cash available to service debt, make strategic acquisitions and investments, maintain capital assets and fund ongoing operations and working capital needs; and, because they reflect the most up-to-date operating results of the stations inclusive of pending acquisitions, TBAs or LMAs. Management believes they also provide an additional basis from which investors can establish forecasts and valuations for the Company's business.
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