Nexstar Media Group
|Nexstar Broadcasting Group, Inc. (1996–2017)|
|Traded as||NASDAQ: NXST (Class A)|
Russell 2000 Component
|Fate||Merger with Tribune pending|
Communications Corporation of America
West Virginia Media Holdings
|Founded||June 17, 1996|
|Founder||Perry A. Sook|
|United States (Nationwide)|
|Perry A. Sook|
(Chairman, President & CEO)
Thomas E. Carter
|Revenue||US$1.10 billion (2016)|
|US$287.31 million (2016)|
|US$93.10 million (2016)|
|Total assets||US$2.97 billion (2016)|
|Total equity||US$284.35 million (2016)|
|Owner||Perry A. Sook (largest single shareholder)|
Number of employees
Nexstar Media Group is a publicly traded American telecommunications company headquartered in Irving, Texas. The company is the second-largest television station owner in the United States (after Sinclair Broadcast Group), owning 171 television stations across the U.S., most of which are affiliates with the four "major" U.S. television networks located in small to medium-sized markets. It also operates all of the stations owned by an affiliated company, Mission Broadcasting, under local marketing agreements.
The Nexstar Media Group was founded as the Nexstar Broadcasting Group on June 17, 1996. The first television station bought by Nexstar was WYOU in Scranton, Pennsylvania. Nexstar bought WYOU from Diversified Communications. The sale was completed on September 28 of that year. Nexstar promptly fired two beloved anchors and laid off several long-term staff members. Nexstar founder Perry Sook said that WYOU would be Nexstar's flagship station, keeping an office off the newsroom for years. In 1998, Nexstar purchased WBRE-TV in Wilkes-Barre, Pennsylvania. Because this was in the same market as WYOU, WYOU was 'sold' to Mission Broadcasting. This began the first ever 'shared-services' agreement between stations. WYOU's sales staff was kept in Scranton while the production and news operations were moved to WBRE's offices in Wilkes-Barre. WYOU's staff who were not laid off were fired by Nexstar, hired by Mission and eventually rehired by Nexstar. Mission Broadcasting then paid Nexstar to operate and control the production and newsgathering operations while Mission kept the sales and management team.
On March 20, 2009, Nexstar operated television stations that were owned by Four Points Media Group, through an outsourcing agreement. However, on September 8, 2011, Sinclair Broadcast Group announced its intent of purchasing the Four Points stations outright and took over the MSA for the stations that October upon Federal Trade Commission (FTC) approval of the deal (the Federal Communications Commission (FCC) gave final approval of the group deal on December 21, and the Sinclair purchase of the Four Points stations was completed on January 1, 2012).
2011–2013: Retransmission consent dispute with Fox
In 2011, Nexstar and Fox entered into a dispute over terms of reverse compensation; this occurred as Fox began to aggressively seek shares of earnings from retransmission consent agreements with cable and satellite operators as part of affiliation agreement renewals between station groups with affiliates whose affiliation contracts already expired (and carrying the network's programming without a contractual agreement) or were near expiration. Reportedly, the amount from retransmission consent fees from cable and satellite operators that Fox wanted its affiliates to pay the network would be 25 cents per subscriber during the first year of the affiliation agreement, increasing to 50 cents by the fourth year. President of affiliate sales and marketing for Fox, Mike Hopkins, had said earlier in the year that the network would consider moving its affiliation to another market station as a last resort if existing affiliates did not agree to the terms for reverse compensation retrans sharing.
Fox dropped its affiliation from Nexstar-owned/managed stations in four markets, with three of the replacement stations adding Fox in addition to existing affiliations with the MyNetworkTV program service (owned by Fox parent company News Corporation). In Indiana, two markets saw Fox go from a primary affiliation of one station to joining an existing MyNetworkTV-affiliated digital subchannel of a competing Big Three station, with MyNetworkTV going to a secondary affiliation: in Evansville, Fox moved from WTVW (which then became an independent station and later joined The CW) to a MyNetworkTV-affiliated subchannel of CBS affiliate WEVV-TV on July 1, while in Fort Wayne, the Fox affiliation moved from WFFT-TV to a MyNetworkTV-affiliated subchannel of NBC affiliate WISE-TV on August 1. The network also moved its affiliation in Springfield, Missouri from KSFX-TV (operated in a duopoly with area CBS affiliate KOLR) to upstart MyNetworkTV affiliate KRBK on September 1, 2011, with both stations becoming independents. Nexstar chose to drop Fox from WFXW in Terre Haute, Indiana and re-affiliate with ABC on September 1, 2011 (becoming the only Nexstar station thus far to affiliate with another network following the removal of the Fox affiliation) as part of a long-term renewal agreement between Nexstar and ABC for the group's nine existing ABC stations, reversing a 1995 switch that saw Terre Haute losing over-the-air carriage of ABC programs (since then, ABC has been seen in the market via Indianapolis affiliate WRTV on area cable and satellite providers); the Fox affiliation then moved to a digital subchannel of CBS affiliate WTHI-TV which also added MyNetworkTV as a secondary affiliation. Nexstar's remaining Fox affiliates have since signed a renewal agreement through December 2013; in addition, following the settlement of Nexstar's antitrust lawsuit against WISE-TV's then-owner Granite Broadcasting, WFFT-TV reclaimed the Fox affiliation on March 1, 2013.
On April 24, 2013, Nexstar announced that it would acquire the entire group of Communications Corporation of America, KMSS-TV, KPEJ-TV, and most of the ComCorp-managed stations that are owned by White Knight Broadcasting would be sold to Mission Broadcasting while WEVV-TV and White Knight Broadcasting's KSHV-TV would be sold to a female-controlled company called Rocky Creek Communications, with Nexstar assuming operational control of those stations.
On September 16, 2013, Nexstar announced that it would acquire WOI-DT, KCAU-TV, and WHBF-TV from Citadel Communications for $88 million. Nexstar immediately took over the stations' operations through a time brokerage agreement. The deal followed Phil Lombardo's decision to "slow down," as well as a desire by Lynch Entertainment to divest its investments in WOI and WHBF; Citadel would continue to own KLKN, WLNE-TV, and its Sarasota properties. On March 5, 2014, the Federal Communications Commission approved the sale of these stations to Nexstar outright and the deal was completed on March 13. KCAU continued to use Citadel's standardized news sets, graphics and logos.
On November 6, 2013, Nexstar announced that it would purchase the Grant Broadcasting stations for $87.5 million. Due to Federal Communications Commission ownership regulations, one of the stations, KLJB, was spun off to Marshall Broadcasting, but will be operated by Nexstar through a shared services agreement. The sale was completed on December 1, 2014.
2015–2017: Acquisition of Media General
On September 28, 2015, Nexstar announced that it presented an unsolicited offer to buy Media General for $4.1 billion (including debt). Per share, shareholders of Media General would receive $10.50 in cash and 0.0898 shares of Nexstar, a total equivalent of $14.50 per share. Nexstar's offer was seen by analysts as a maneuver to torpedo the merger of Media General with Meredith Corporation (announced on September 8). If Media General agreed to the counteroffer within a 20-day period, Nexstar would expand its portfolio to 114 television stations, pending spinoffs in markets where both own stations and federal approval. On November 16, Media General rejected the offer but agreed to negotiate after concluding its merge with Meredith.
On January 27, 2016, Media General announced that it had entered into a definitive agreement to be acquired by Nexstar in a deal valued at $17.14 per share, valuing the company at $4.6 billion plus the assumption of $2.3 billion debt. The combined company became known as Nexstar Media Group, and owns 171 stations, serving an estimated 39% of U.S. households. The company paid Meredith Corporation (whom Media General had previously proposed a merger with) a termination fee of $60 million and gave Meredith right of first refusal to acquire any broadcast or digital properties that may be divested during the purchase. The deal also included contingent value rights for Media General shareholders if it sold spectrum from its stations during the FCC's spectrum incentive auction.
On May 27, 2016, Nexstar announced the sales of five stations. WCWJ in Jacksonville, Florida, along with WSLS-TV in Roanoke, Virginia, was sold to the Graham Media Group; and KADN-TV, as well as KLAF-LD in Lafayette, Louisiana, was sold to Bayou City Broadcasting, with KREG-TV in Glenwood Springs, Colorado going to Marquee Broadcasting as part of a series of divestitures required following Nexstar's acquisition of Media General due to Federal Communications Commission ownership caps (the sale of the Roanoke and Lafayette stations are required as Media General and Nexstar both own stations in those markets). On June 3, 2016, it was announced that Nexstar would spinoff WBAY-TV in Green Bay, Wisconsin and KWQC-TV in Davenport, Iowa to Gray Television for $270 million.
On June 13, 2016, Nexstar announced that it would sell WFFT in Fort Wayne, Indiana; KQTV in St. Joseph, Missouri; KIMT in Rochester, Minnesota; WTHI-TV in Terre Haute; and WLFI in Lafayette, Indiana to Heartland Media, through its USA Television MidAmerica Holdings joint venture with MSouth Equity Partners, for $115 million. The divestitures will allow Nexstar to comply with FCC ownership rules (specifically pertaining to national market coverage for station owners) in advance of the approval proceedings of the merger of both groups (Nexstar already owns NBC affiliate WTWO and operates ABC affiliate WAWV-TV in Terre Haute, and plans to acquire Media General-owned CBS affiliate WANE-TV in Fort Wayne).
The transaction was approved by the FCC on January 11, 2017, and the sale was completed on January 17.
2014–2017: Other events
On March 13, 2014, Nexstar announced that it would purchase Internet Broadcasting, for $20 million. The company had also recently acquired competitor Inergize Digital through its purchase of assets from Newport Television, followed by Enterprise Technology Group, a spun-off joint venture between LIN Media and Fox Television Stations). The providers were merged to form Lakana, led by former ETG CEO Phillip Hyun.
On February 2, 2015, Nexstar finalized its acquisition of Yashi, a location focused video advertising and programmatic technology company, for $33 million. On November 17, 2015, Nexstar announced its intent to purchase West Virginia Media Holdings' stations for $130 million. The company took over the stations' non-license assets under a time brokerage agreement in December 2015 pending the formal completion of the deal, expected in late 2016. The two companies viewed the acquisition as being a complement to Nexstar's WHAG-TV, whose coverage area includes the Eastern Panhandle region. Nexstar CEO Perry A. Sook is an alumnus of WVMH–owned WOWK-TV. The sale was completed on January 31, 2017.
2017–present: Proposed merger with Tribune Media
On April 30, 2017, the Wall Street Journal reported that there were competing bids for Tribune Media from Nexstar and a partnership between 21st Century Fox and private equity firm Blackstone Group. However, on May 8, 2017, it was announced that Tribune reached a deal to be acquired by Sinclair Broadcast Group. On May 26, 2017, it was reported by DealReporter that Nexstar may be considering a bid to acquire Tegna Inc., although such a deal would likely require significant divestments due to ownership conflicts and exceeding the ownership cap.
On November 14, 2018, after Tribune cancelled its proposed sale to Sinclair, it was reported that Nexstar was a leading bidder to acquire Tribune. On December 3, 2018, Nexstar announced its intent to merge with Tribune Media for $6.4 billion ($4.1 billion for all of Tribune's shares in cash and $2.3 billion of Tribune's debt). The merge would give the company 216 stations in 118 markets, placing it just below the FCC's market cap of 39% of TV households and making it the largest owner of television stations in the United States. Nexstar plans to divest some stations and "non-core" assets as part of the merger.
On March 20, 2019, Nexstar announced that it would divest 19 stations to the E. W. Scripps Company and Tegna Inc. for a total sum of $1.32 billion, with Scripps receiving eight stations (WPIX-TV, WSFL-TV, WTKR and WGNT, WTVR-TV, WXMI, KSTU, and KASW), and Tegna eleven (WATN-TV and WLMT, WTIC-TV and WCCT-TV, WOI-DT and KCWI, WNEP, WPMT, WQAD-TV, WZDX, and KFSM-TV). The sale agreement for WPIX-TV New York, however, includes a condition allowing Nexstar to buy it back between March 31, 2020 and December 31, 2021. That station was valued at $75 million. Nexstar stated that these divestitures would be used to help fund the sale and cover debt.
On April 3, 2019, Marshall Broadcasting Group sued Nexstar for breach of contract, alleging that the company was trying to "undermine" its operations so it could buy back the stations at a later date and lower cost in the present regulatory environment. The company also accused Nexstar of using the divestiture of stations to a minority-owned broadcaster as a token to gain FCC approval for the associated acquisitions.
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