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Acquisitions and Dispositions
12 Months Ended
Dec. 31, 2017
Business Combinations [Abstract]  
Acquisitions and Dispositions

3. Acquisitions and Dispositions

 

2017 Acquisitions

 

Merger with Media General

 

On January 17, 2017, Nexstar completed its previously announced merger with Media General. Prior to the completion of the merger, Media General owned, operated or serviced 78 full power television stations in 48 markets. In connection with the merger, Nexstar sold the assets of seven of Media General’s full power television stations in seven markets. The full power television stations acquired and consolidated by Nexstar as a result of the merger, net of divestitures, are as follows:

 

Market Rank

at Acquisition

 

Market

 

Full Power Stations

 

Primary Affiliation

Nexstar:

 

 

 

 

 

 

6

 

San Francisco, CA

 

KRON

 

MNTV

11

 

Tampa, FL

 

WFLA, WTTA

 

NBC, MNTV

24

 

Raleigh, NC

 

WNCN

 

CBS

25

 

Portland, OR

 

KOIN

 

CBS

27

 

Indianapolis, IN

 

WISH, WNDY

 

The CW, MNTV

29

 

Nashville, TN

 

WKRN

 

ABC

30

 

New Haven, CT

 

WTNH, WCTX

 

ABC, MNTV

32

 

Columbus, OH

 

WCMH

 

NBC

37

 

Spartanburg, SC

 

WSPA, WYCW

 

CBS, The CW

39

 

Austin, TX

 

KXAN, KBVO

 

NBC, MNTV

42

 

Portsmouth, VA

 

WAVY, WVBT

 

NBC, FOX

43

 

Harrisburg, PA

 

WHTM

 

ABC

44

 

Grand Rapids, MI

 

WOOD, WOTV

 

NBC, ABC

45

 

Birmingham, AL

 

WIAT

 

CBS

48

 

Albuquerque, NM

 

KRQE, KREZ, KBIM

 

CBS

52

 

Providence, RI

 

WPRI

 

CBS

53

 

Buffalo, NY

 

WIVB, WNLO

 

CBS, The CW

55

 

Richmond, VA

 

WRIC

 

ABC

59

 

Albany, NY

 

WTEN, WCDC

 

ABC, ABC

60

 

Mobile, AL

 

WKRG, WFNA

 

CBS, The CW

62

 

Knoxville, TN

 

WATE

 

ABC

64

 

Dayton, OH

 

WDTN

 

NBC

65

 

Honolulu, HI

 

KHON, KHAW, KAII

 

FOX, FOX, FOX

66

 

Wichita, KS

 

KSNW, KSNC, KSNG, KSNK

 

NBC

88

 

Colorado Springs, CO

 

KXRM

 

FOX

91

 

Savannah, GA

 

WSAV

 

NBC

94

 

Charleston, SC

 

WCBD

 

NBC

95

 

Jackson, MS

 

WJTV

 

CBS

98

 

Tri-Cities, TN-VA

 

WJHL

 

CBS

100

 

Greenville, NC

 

WNCT

 

CBS

102

 

Florence, SC

 

WBTW

 

CBS

109

 

Sioux Falls, SD

 

KELO, KDLO, KPLO

 

CBS

110

 

Ft. Wayne, IN

 

WANE

 

CBS

111

 

Augusta, GA

 

WJBF

 

ABC

113

 

Lansing, MI

 

WLNS

 

CBS

114

 

Springfield, MA

 

WWLP

 

NBC

115

 

Youngstown, OH

 

WKBN

 

CBS

120

 

Lafayette, LA

 

KLFY

 

CBS

127

 

Columbus, GA

 

WRBL

 

CBS

135

 

Topeka, KS

 

KSNT

 

NBC

168

 

Hattiesburg, MS

 

WHLT

 

CBS

172

 

Rapid City, SD

 

KCLO

 

CBS

VIEs:

 

 

 

 

 

 

39

 

Austin, TX

 

KNVA

 

The CW

48

 

Alburquerque, NM

 

KASY, KRWB, KWBQ

 

MNTV, The CW, The CW

52

 

Providence, RI

 

WNAC

 

FOX

59

 

Albany, NY

 

WXXA

 

FOX

64

 

Dayton, OH

 

WBDT

 

NBC

113

 

Lansing, MI

 

WLAJ

 

ABC

115

 

Youngstown, OH

 

WYTV

 

ABC

135

 

Topeka, KS

 

KTKA

 

ABC

 

As discussed in Note 2, Nexstar is the primary beneficiary of its variable interests in Shield, Tamer, Vaughan, WNAC, LLC and 54 Broadcasting and has consolidated these entities, including the stations they own.


Upon the completion of the merger, each issued and outstanding share of common stock, no par value, of Media General immediately prior to the effective time of the merger, other than shares or other securities representing capital stock in Media General owned, directly or indirectly, by Nexstar or any subsidiary of Media General, was converted into the right to receive (i) $10.55 in cash, without interest (the “Cash Consideration”), (ii) 0.1249 of a share of Nexstar’s Class A Common Stock (the “Nexstar Common Stock”), par value $0.01 per share (the “Stock Consideration”), and (iii) one non-tradeable CVR representing the right to receive a pro rata share of the net proceeds from the disposition of Media General’s spectrum in the FCC’s recently concluded spectrum auction (the “FCC auction”), subject to and in accordance with the contingent value rights agreement governing the CVRs (the CVR, together with the Stock Consideration and the Cash Consideration, the “Merger Consideration”). The CVRs are not transferable, except in limited circumstances specified in the agreement governing the CVRs.

 

Upon the completion of the merger, each unvested Media General stock option outstanding immediately prior to the effective time became fully vested and was converted into an option to purchase Nexstar Common Stock at the same aggregate price as provided in the underlying Media General stock option, with the number of shares of Nexstar Common Stock adjusted to account for the Cash Consideration and the exchange ratio for the Stock Consideration. Additionally, the holders of Media General stock options received one CVR for each share subject to the Media General stock option immediately prior to the effective time. All other equity-based awards of Media General outstanding immediately prior to the merger vested in full and were converted into the right to receive the Merger Consideration.

 

The following table summarizes the components of the total consideration paid, payable or issued upon closing of the merger (in thousands):

 

Cash Consideration

 

$

1,376,108

 

Nexstar Common Stock issued (15,670,094 shares)

 

 

995,835

 

Reissued Nexstar Common Stock from treasury (560,316 shares)

 

 

35,608

 

Stock option replacement awards (228,438 options)

 

 

10,702

 

Repayment of Media General debt, including premium and accrued interest

 

 

1,658,135

 

Contingent consideration liability (CVR)

 

 

271,008

 

 

 

$

4,347,396

 

 

Concurrent with the closing of the merger, Nexstar sold the assets of 12 full power television stations in 12 markets, five of which were previously owned by Nexstar and seven of which were previously owned by Media General. Nexstar sold the Media General stations for a total consideration of $427.6 million and recognized a loss on disposal of $4.7 million (the “Media General Divestitures”). Nexstar sold its stations for $114.4 million and recognized gain on disposal of $62.4 million (the “Nexstar Divestitures”). The gain and loss recognized from these divestitures were included as a separate line item in the accompanying Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2017.

 


The fair values of the assets acquired and liabilities assumed (net of the effects of the Media General Divestitures but including the consolidation of the assets and liabilities of Shield, Tamer, Vaughan, WNAC, LLC and 54 Broadcasting) are as follows (in thousands):

 

Cash and cash equivalents

 

$

63,850

 

Accounts receivable

 

 

301,604

 

Spectrum asset

 

 

465,582

 

Prepaid expenses and other current assets

 

 

35,973

 

Property and equipment

 

 

482,144

 

FCC licenses

 

 

1,242,847

 

Network affiliation agreements

 

 

1,323,200

 

Other intangible assets

 

 

101,083

 

Goodwill

 

 

1,701,097

 

Other noncurrent assets

 

 

36,104

 

Total assets acquired and consolidated

 

 

5,753,484

 

Less: Accounts payable and accrued expenses

 

 

(187,721

)

Less: Taxes payable

 

 

(10,854

)

Less: Interest payable

 

 

(12,794

)

Less: Debt

 

 

(434,269

)

Less: Deferred tax liabilities

 

 

(957,779

)

Less: Other noncurrent liabilities

 

 

(227,378

)

Less: Noncontrolling interests in consolidated VIEs

 

 

(7,600

)

Net assets acquired and consolidated

 

$

3,915,089

 

 

The estimated acquisition date fair value of Media General’s spectrum auctioned with the FCC (spectrum asset) is $465.6 million and is calculated as gross proceeds, less estimated costs to dispose such assets. The estimated fair value of the CVR payable to the holders is $271.0 million and is calculated as the gross proceeds, less estimated transaction expenses, repacking expenses and taxes as defined in the CVR agreement. The fair value measurements of the spectrum asset and the CVR are considered Level 3 as significant inputs are unobservable to the market.

 

On July 21, 2017, the Company received $478.6 million of gross proceeds from the FCC to surrender certain spectrum of Media General. The gross proceeds were recorded as liabilities pending the relinquishment of spectrum assets as of this date.

 

On August 28, 2017, Nexstar completed the $258.6 million initial payments of the CVR to the holders, which represents the majority of the estimated amount due. Through December 2017, Nexstar paid $180.9 million in taxes related to the spectrum auction proceeds.

 

One of the stations that auctioned its spectrum with the FCC went off the air in November 2017. As a result, the associated spectrum asset and liability to surrender spectrum, both amounting to $34.6 million, were derecognized in the fourth quarter of 2017.

 

As of December 31, 2017, the Company has not yet surrendered the remainder of spectrum auctioned with the FCC. Thus, the spectrum assets were retained pending their relinquishment ($305.8 million included in current assets and $126.9 million included in other noncurrent assets in the accompanying Consolidated Balance Sheet). The gross proceeds received from the FCC associated with the remaining spectrum were also retained as liabilities in the accompanying Consolidated Balance Sheet ($314.1 million is included in current liabilities, for spectrum that is projected to be surrendered within the next 12 months, and $130.0 million is included in other noncurrent liabilities, for spectrum that is projected to be surrendered in 2019 and 2020. The spectrum assets will be disposed and the liabilities to surrender the spectrum will be derecognized upon relinquishment.

 

The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in operating costs. The intangible assets related to the network affiliation agreements are amortized over 15 years. Other intangible assets are amortized over an estimated weighted average useful life of 19 years. The carryover of the tax basis in goodwill, FCC licenses, network affiliation agreements, other intangible assets and property and equipment of $159.0 million, $294.3 million, $31.7 million, $40.4 million and $247.8 million, respectively, are deductible for tax purposes.

 

Nexstar assumed the $400.0 million 5.875% Notes previously issued by LIN TV. Nexstar also consolidated Shield’s senior secured credit facility with an outstanding Term Loan A principal balance of $24.8 million. These debts were assumed at fair values on the merger closing date. See Note 7 for additional information.

 

Nexstar also assumed Media General’s pension and postretirement obligations (included in other noncurrent liabilities). See Note 8 for additional information.

 

The consolidation of Shield, Tamer, Vaughan, WNAC, LLC and 54 Broadcasting resulted in noncontrolling interests of $7.6 million, representing the residual fair value attributable to the owners of these entities as of January 17, 2017, estimated by applying the income approach valuation technique.

 

The Cash Consideration, the repayment of Media General debt, including premium and accrued interest, and the related fees and expenses were funded through a combination of cash on hand, proceeds from the Nexstar Divestitures and the Media General Divestitures and new borrowings discussed in Note 7.

 

During 2017, Nexstar recorded measurement period adjustments, including (i) the result of our ongoing valuation procedures on acquired intangible assets which decreased property and equipment, FCC licenses and other intangible assets by $1.8 million, $255.3 million and $25.1 million, respectively, and increased the network affiliation agreements by $254.5 million, (ii) a change in the estimated fair value of Media General’s spectrum asset which increased by $24.0 million, (iii) changes in the estimate of collectability of accounts receivable and various fair value assumptions, which decreased the estimated fair value of accounts receivable by $23.4 million, (iv) an increase in goodwill and deferred tax liabilities of $32.8 million and $7.4 million, respectively, and a decrease in income tax payable of $6.5 million, due to the measurement period adjustments discussed in items (i) through (iii), and (v) reclassifications from other noncurrent assets to prepaid expenses and other current assets and reclassifications between accounts payable, accrued expenses, and other noncurrent liabilities. None of these measurement period adjustments had a material impact on the Company’s results of operations.

 

The acquisition’s net revenue of $1.412 billion and operating income of $300.4 million from January 17, 2017 to December 31, 2017 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income.

 

Transaction costs relating to the merger, including legal and professional fees and severance costs, were $52.4 million and $8.4 million during the years ended December 31, 2017 and 2016, respectively. These costs were included in selling, general and administrative expense, excluding depreciation and amortization in the accompanying Consolidated Statements of Operations and Comprehensive Income.

 

WVMH

 

On November 16, 2015, Nexstar entered into a definitive agreement to acquire the assets of three CBS affiliated full power television stations and one NBC affiliated full power television station from WVMH for $130.0 million in cash, plus working capital adjustments. The stations affiliated with CBS are WOWK in the Charleston-Huntington, West Virginia market, WTRF in the Wheeling, West Virginia-Steubenville, Ohio market and WVNS in the Bluefield-Beckley-Oak Hill, West Virginia market. WBOY in the Clarksburg-Weston, West Virginia market is affiliated with NBC. This acquisition allows Nexstar entrance into these markets. Nexstar provided programming and sales services to these stations pursuant to a TBA from December 1, 2015 through the completion of the acquisition.

 

On January 4, 2016, Nexstar completed the first closing of the transaction and acquired the stations’ assets excluding certain transmission equipment, the FCC licenses and network affiliation agreements for $65.0 million, including a deposit paid upon signing the purchase agreement in November 2015 of $6.5 million. The purchase price paid in 2016 was funded through a combination of cash on hand and borrowings under Nexstar’s revolving credit facility.

 


The fair values of the assets acquired and liabilities assumed in the first closing are as follows (in thousands):

 

Accounts receivable

 

$

438

 

Prepaid expenses and other current assets

 

 

114

 

Property and equipment

 

 

18,362

 

Other intangible assets

 

 

3,402

 

Goodwill

 

 

35

 

Total assets acquired at first closing

 

 

22,351

 

Less: Accounts payable and accrued expenses

 

 

(623

)

Less: Other noncurrent liabilities

 

 

(307

)

Net assets acquired at first closing

 

 

21,421

 

Deposit on second closing

 

 

43,543

 

Total paid at first closing

 

$

64,964

 

 

Other intangible assets are amortized over an estimated weighted average useful life of three years.

 

As discussed in Note 2, Nexstar became the primary beneficiary of its variable interests in WVMH’s stations upon receiving FCC approval on August 2, 2016 to acquire the stations’ remaining assets. Therefore, Nexstar has consolidated these remaining assets under authoritative guidance related to the consolidation of VIEs as of this date. The fair values of the assets consolidated were as follows (in thousands):

 

Broadcast rights

 

$

527

 

Property and equipment

 

 

3,489

 

FCC licenses

 

 

41,230

 

Network affiliation agreements

 

 

35,387

 

Goodwill

 

 

28,588

 

Consolidated assets of VIEs

 

 

109,221

 

Less: Broadcast rights payable

 

 

(527

)

Consolidated net asset of VIEs

 

$

108,694

 

 

The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in programming and other station operating costs. The goodwill and FCC licenses are deductible for tax purposes. The intangible assets related to the network affiliation agreements are amortized over 15 years.

On January 31, 2017, Nexstar completed its acquisition of the remaining assets of the stations and paid WVMH the remaining purchase price of $66.9 million, plus working capital adjustments, funded by cash on hand. Accordingly, the deposit on the second closing and the payment of the remaining purchase price were applied against the full balance of noncontrolling interests. The TBA was also terminated as of this date.

 

The stations’ net revenue of $51.3 million and operating income of $11.5 million during the year ended December 31, 2017 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income. No significant transaction costs were incurred during the twelve months ended December 31, 2017 and December 31, 2016.

 

Parker

 

On May 27, 2014, Mission assumed the rights, title and interest to an existing purchase agreement to acquire Parker, the owner of television station KFQX, the FOX affiliate in the Grand Junction, Colorado market, for $4.0 million in cash. In connection with this assumption, Mission paid a deposit of $3.2 million on June 13, 2014. The acquisition was approved by the FCC in February 2017 and met all other customary conditions in March 2017. On March 31, 2017, Mission completed this acquisition and paid the remaining purchase price of $0.8 million, funded by cash on hand. The acquisition allows Mission entrance into this market.

 

The fair values of the assets acquired and liabilities assumed are as follows (in thousands):

 

FCC licenses

 

$

1,539

 

Network affiliation agreements

 

 

1,743

 

Other intangible assets

 

 

20

 

Goodwill

 

 

698

 

Total assets acquired

 

$

4,000

 

 

The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in programming and other station operating costs. The goodwill and FCC licenses are deductible for tax purposes. The intangible assets related to the network affiliation agreements are amortized over 15 years.

 

As discussed in Note 2, Nexstar had a variable interest in Parker and had consolidated this entity until Mission acquired Parker’s outstanding equity. Since Nexstar no longer has variable interests in Parker, its accounts were deconsolidated from Nexstar’s financial statements. However, since Nexstar is the primary beneficiary of variable interests in Mission, it retained a beneficial financial interest in KFQX and continued to consolidate this station. See Note 2 for more discussion on VIEs.

 

WLWC-TV

 

On October 2, 2017, Nexstar completed the acquisition of certain assets of WLWC, a CW affiliated full power television station in the Providence, Rhode Island market, from OTA Broadcasting (PVD), LLC for $4.1 million in cash, funded by cash on hand.

 

The fair values of the assets acquired and liabilities assumed are as follows (in thousands):

 

Broadcast rights

 

$

1,599

 

Property and equipment

 

 

1,158

 

Network affiliation

 

 

2,517

 

Other intangible assets

 

 

385

 

Total assets acquired

 

 

5,659

 

Less: Broadcast rights payable

 

 

(1,599

)

Net assets acquired

 

$

4,060

 

 

Nexstar accounted for the transaction as an asset purchase because it was concentrated in acquiring the station’s affiliation with the CW. Additionally, the FCC license, a significant input to operate a station, was not acquired by Nexstar. Thus, no goodwill was allocated from the purchase price. The intangible assets related to the network affiliation agreements are amortized over 15 years.

 

2016 Acquisitions

Reiten

 

On February 1, 2016, Nexstar completed the acquisition of the assets of four full power television stations from Reiten Television, Inc. (“Reiten”) for $44.0 million in cash, funded by a combination of cash on hand and borrowings under Nexstar’s revolving credit facility in 2016. The purchase price includes a $2.2 million deposit paid by Nexstar upon signing the purchase agreement in September 2015. The stations, all affiliated with CBS at acquisition, are KXMA, KXMB, KXMC and KXMD in the Minot-Bismarck-Dickinson, North Dakota market. This acquisition allows Nexstar entrance into this market. At acquisition, KXMA, KXMB and KXMD were satellite stations of KXMC. KXMA subsequently became an affiliate of The CW network. Transaction costs relating to this acquisition, including legal and professional fees of $0.1 million, were expensed as incurred during the year ended December 31, 2016.

 

The fair values of the assets acquired and liabilities assumed in the acquisition are as follows (in thousands):

 

Broadcast rights

 

$

13

 

Property and equipment

 

 

8,139

 

FCC licenses

 

 

9,779

 

Network affiliation agreements

 

 

16,084

 

Other intangible assets

 

 

2,073

 

Goodwill

 

 

7,931

 

Total assets acquired

 

 

44,019

 

Less: Broadcast rights payable

 

 

(13

)

Less: Accounts payable and accrued expenses

 

 

(8

)

Net assets acquired

 

$

43,998

 

 

 

 

The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in programming and other station operating costs. The goodwill and FCC licenses are deductible for tax purposes. The intangible assets related to the network affiliation agreements are amortized over 15 years. Other intangible assets are amortized over an estimated weighted average useful life of two and a half years.

 

The stations’ net revenue of $11.1 million and operating income of $1.0 million from the date of acquisition to December 31, 2016 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income.

 

KCWI

 

On March 14, 2016, Nexstar completed the acquisition of the assets of KCWI, the CW affiliate in the Des Moines-Ames, Iowa market, from Pappas Telecasting of Iowa, LLC (“Pappas”) for $3.9 million. A deposit of $0.2 million was paid upon signing the purchase agreement in October 2014. No significant transaction costs relating to this acquisition were incurred during the year ended December 31, 2016.

 

Subject to final determination, which is expected to occur within twelve months of the acquisition date, the provisional fair values of the assets acquired and liabilities assumed in the acquisition are as follows (in thousands):

 

Accounts receivable

 

$

396

 

Broadcast rights

 

 

1,740

 

Prepaid expenses and other current assets

 

 

40

 

Property and equipment

 

 

1,076

 

FCC licenses

 

 

2,180

 

Other intangible assets

 

 

2

 

Goodwill

 

 

350

 

Total assets acquired

 

 

5,784

 

Less: Broadcast rights payable

 

 

(1,886

)

Less: Accrued expenses

 

 

(17

)

Net assets acquired

 

$

3,881

 

 

The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in programming and other station operating costs. The goodwill and FCC licenses are deductible for tax purposes.

 

KCWI’s net revenue of $3.1 million and operating income of $2.7 million from the date of acquisition to December 31, 2016 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income.

 

2015 Acquisitions

 

CCA

 

Effective January 1, 2015, Nexstar completed the acquisition of the outstanding equity of privately-held Communications Corporation of America (“CCA”) from SP ComCorp LLC, NexPoint Credit Strategies Fund and Highland Floating Rate Opportunities Fund and assumed CCA’s rights and obligations under its existing local service agreements with White Knight, for $278.1 million in cash. CCA and White Knight, collectively, owned 14 full power television stations in 10 markets. 

 

A deposit of $27.0 million was paid to CCA in April 2013 upon signing the stock purchase agreement. Nexstar paid the $251.1 million remaining purchase price at closing funded by a combination of cash on hand and borrowings under its senior secured credit facility. The transaction costs relating to this acquisition, including legal and professional fees, of $0.5 million and $0.7 million were expensed as incurred during the years ended December 31, 2015 and 2014, respectively. Additionally, employment charges of $0.6 million were incurred and included in the Consolidated Statements of Operations and Comprehensive Income during the year ended December 31, 2015.

 

Simultaneous with Nexstar’s acquisition of CCA, Nexstar sold the assets of CCA stations KPEJ and KMSS to Marshall for $43.3 million in cash, funded primarily by a $43.0 million deposit made in December 2014 arising from Marshall’s term loan. Nexstar also entered into local service agreements with Marshall to perform certain sales and other services for these stations. Additionally, Nexstar sold the assets of CCA station WEVV, the CBS and FOX affiliate serving the Evansville, Indiana market, to Bayou City Broadcasting Evansville, Inc. (“BCB”) for $27.4 million in cash, plus a $0.8 million cash sale of certain real estate properties previously owned by Nexstar (not acquired from CCA). Nexstar recognized a net loss on disposal of $0.5 million in connection with this transaction. There is no relationship between Nexstar and BCB or their respective stations after the sale.

The above transactions allowed the Company entrance into seven new markets and created new duopolies in four markets.

 

As discussed in Note 2, Nexstar is the primary beneficiary of the variable interests in White Knight and Marshall and has consolidated White Knight and the stations Nexstar sold to Marshall, KPEJ and KMSS, into Nexstar’s Consolidated Financial Statements beginning January 1, 2015. Accordingly, the effects of the sale between Nexstar and Marshall have been eliminated in consolidation.

 

The consolidation of the assets and liabilities of White Knight into Nexstar resulted in a noncontrolling interest of $2.9 million, representing the residual fair value attributable to the owners of White Knight as of January 1, 2015, estimated by applying the income approach valuation technique

 

The acquired entities’ net revenue of $107.9 million and operating income of $34.9 million during the year ended December 31, 2015 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income.

 

KASW

 

Effective January 29, 2015, Nexstar acquired the assets of KASW, the CW affiliate in the Phoenix, Arizona market, from Meredith Corporation and SagamoreHill of Phoenix, LLC for $70.8 million in cash. The acquisition allows Nexstar entrance into this market and the purchase price was funded through borrowings from unsecured notes and senior secured credit facility. No significant transaction costs were incurred in connection with this acquisition during the year ended December 31, 2015.

 

KASW’s net revenue of $19.6 million and operating income of $9.3 million from the date of acquisition to December 31, 2015 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income.

 

Yashi

 

On February 2, 2015, Nexstar acquired the outstanding equity of Yashi, Inc. (“Yashi”), a local digital video advertising and targeted programmatic technology platform, for $33.4 million in cash. The acquisition was made to broaden Nexstar’s digital media portfolio with technologies and offerings that are complementary to Nexstar’s digital businesses and multi-screen strategies. The purchase price was funded through borrowings from unsecured notes and senior secured credit facility. Transaction costs relating to this acquisition, including legal and professional fees of $0.1 million, were expensed as incurred during the year ended December 31, 2015.

 

Yashi’s net revenue of $18.8 million and operating loss of $3.3 million from the date of acquisition to December 31, 2015 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income.

 

KLAS

 

On February 13, 2015, Nexstar acquired the outstanding equity of KLAS, LLC, the owner of television station KLAS, the CBS affiliate serving the Las Vegas, Nevada market, from Landmark Television, LLC and Landmark Media Enterprises, LLC, for $150.8 million in cash. The acquisition allows Nexstar entrance into this market and the purchase price was funded through borrowings from unsecured notes and senior secured credit facility. Transaction costs relating to this acquisition, including legal and professional fees of $0.1 million, were expensed as incurred during each of the years ended December 31, 2015 and 2014.

 

KLAS’ net revenue of $32.7 million and operating income of $6.6 million from the date of acquisition to December 31, 2015 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income.

 

Kixer

 

Effective October 1, 2015, Lakana LLC (“Lakana”), a wholly-owned subsidiary of Nexstar, acquired the outstanding equity of Kixer from Centrility, LLC, Keith Bonnici and Know Media, LLC for $8.5 million in cash funded by a combination of cash on hand and borrowings under Nexstar’s senior secured credit facility. The sellers could also receive up to $7.0 million in additional cash payments if certain revenue targets are met during the year 2016 in accordance with the purchase agreement (the “Earnout Payments”). As of December 31, 2015, the estimated fair value of the Earnout Payments included in the purchase price was $3.0 million. This contingent consideration payable was included in accrued expenses in the accompanying Consolidated Balance Sheet.

 

Kixer is an advertising technology platform focused on optimizing and driving new mobile revenue streams for content publishers and this acquisition broadens Nexstar’s digital media portfolio with technologies and offerings that are complementary to its digital businesses and multi-screen strategies. Transaction costs relating to this acquisition, including legal and professional fees of $0.1 million, were expensed as incurred during the year ended December 31, 2015.

 

Kixer’s net revenue of $1.7 million and operating income of $0.4 million from the date of acquisition to December 31, 2015 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income.

 

During 2016, the revenue targets for Kixer were met. Thus, the remaining $4.0 million Earnout Payments were recognized as expense and included in selling, general and administrative expense, excluding depreciation and amortization in the accompanying Consolidated Statements of Operations and Comprehensive Income. During 2016, a total of $2.0 million was paid to the sellers under this arrangement, funded by cash on hand. The remaining obligations under the Earnout Payments were paid in 2017.

 

Unaudited Pro Forma Information

 

Other than Media General, the completed acquisitions during 2015, 2016 and 2017 are not significant for financial reporting purposes, both individually and in aggregate. Therefore, pro forma information has not been provided for these acquisitions.

 

The following unaudited pro forma information has been presented for the periods indicated as if the acquisition of Media General and the related consolidation of VIEs had occurred on January 1, 2016 (in thousands, except per share data):

 

 

 

Years Ended December 31,

 

 

 

2017

 

 

2016

 

Net revenue

 

$

2,484,214

 

 

$

2,457,492

 

Income before income taxes

 

 

288,279

 

 

 

124,966

 

Net income

 

 

503,871

 

 

 

49,318

 

Net income attributable to Nexstar

 

 

503,541

 

 

 

46,547

 

Net income per common share attributable to Nexstar - basic

 

$

10.84

 

 

$

0.99

 

Net income per common share attributable to Nexstar - diluted

 

$

10.52

 

 

$

0.97

 

The above selected unaudited pro forma information is presented for illustrative purposes only and is not necessarily indicative of results of operations in future periods or results that would have been achieved had the Company owned the acquired stations during the specified periods.

Subsequent Acquisition

 

On January 16, 2018, Nexstar completed its previously announced acquisition of the outstanding equity of LKQD Technologies, Inc. (“LKQD”) for an initial cash purchase price of $90.0 million, subject to working capital and other adjustments, funded by a combination of cash on hand and borrowing from our revolving credit facility of $44.0 million. Additionally, the sellers could receive up to a maximum of $35.0 million in cash payments if certain performance targets are met during the calendar year 2019. Transaction costs relating to this acquisition, including legal and professional fees of $0.3 million, were expensed as incurred during the year ended December 31, 2017.

 

Due to the timing of the LKQD acquisition, certain disclosures, including the allocation of purchase price, have been omitted because the initial accounting for the business combination was incomplete as of the filing date of this Annual Report on Form 10-K.