Business Context and Reporting Period
This Form 8-K was filed by Nexstar Media Group, Inc. on June 11, 2019. The filing serves as a Regulation FD disclosure regarding the previously announced transaction with Tribune Media Company. It provides unaudited pro forma condensed combined financial information as of March 31, 2019, covering the three months ended March 31, 2019 and 2018, the year ended December 31, 2018, and the twelve-month period ended March 31, 2019.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. Instead, it references Exhibit 99.1, which contains the unaudited pro forma condensed combined financial information. These figures are derived from historical statements of Nexstar and Tribune, adjusted for the merger, estimated divestitures of certain stations, and borrowings to fund net cash requirements and refinance existing debt.
Material Changes and Pro Forma Adjustments
The pro forma adjustments reflect the following material changes intended to give effect to the Transactions:
- Merger of Nexstar and Tribune Media Company.
- Estimated impact of the divestiture of certain Nexstar and Tribune stations.
- Borrowings to fund net cash requirements and refinance certain existing debt.
The filing explicitly states that these adjustments are preliminary and for informational purposes only. The pro forma information does not purport to be indicative of the actual financial condition or results of operations had the transaction occurred earlier, nor does it project future results.
Guidance, Outlook, and Risks
The filing contains forward-looking statements regarding the ultimate outcome, benefits, and timing of the transaction, as well as future financial performance. Management highlights several risks and uncertainties that could cause actual results to differ significantly from expectations:
- Transaction Risks: Conditions to closing may not be satisfied, regulatory approvals may be delayed or denied, or the transaction may not close.
- Financial Risks: Ability to obtain new debt financing on acceptable terms, ability to service and refinance outstanding debt, and current capital market conditions.
- Operational Risks: Successful integration of Tribune, achievement of synergies and cost reductions, and volatility in programming costs.
- Market Risks: Pricing fluctuations in local and national advertising, competition in broadcast television markets, and industry consolidation.
- External Risks: Changes in national and regional economies, governmental regulation of broadcasting, and major world news events.
Nexstar and Tribune undertake no obligation to update or revise these forward-looking statements.
Investor Verification Checklist
- Review Exhibit 99.1 for the specific unaudited pro forma financial figures, as they are not detailed in the main text of this 8-K.
- Verify the status of regulatory approvals required for the Nexstar-Tribune merger.
- Assess the specific stations identified for divestiture and their impact on the combined entity's market reach.
- Monitor the terms of new debt financing and refinancing of existing debt mentioned in the pro forma adjustments.
- Track the progress of the integration plan and the realization of projected cost savings and operating synergies.