Nexstar Broadcasting and Mission Broadcasting to Acquire 12 Television Stations

Nexstar Broadcasting Group and Mission Broadcasting are to acquire twelve television stations and associated digital sub-channels in eight markets from entities controlled by privately-held Newport Television for $285.5 million. Nexstar will acquire ten stations as well as Newport’s Inergize Digital media operations and Mission will acquire two stations in Little Rock, AR.

Nexstar and Mission have also secured commitments for new $645 million Senior Secured Credit Facilities comprised of a $570 million Term Loan B due 2019 and a $75 million Revolving Credit Facility due December 2017.

Newport Television Stations to be acquired by Nexstar Broadcasting Group

    Market   Market Rank   Station   Affiliation
1   Salt Lake City, UT   33   KTVX   ABC
2   Salt Lake City, UT   33   KUCW   CW
3   Memphis, TN   49   WPTY   ABC
4   Memphis, TN   49   WLMT   CW
5   Little Rock, AR*   56   KLRT   FOX
6   Little Rock, AR*   56   KASN   CW
7   Syracuse, NY   84   WSYR   ABC
8   Binghamton, NY   157   WBGH   NBC
9   Binghamton, NY   157   WIVT   ABC
10   Elmira, NY   174   WETM   NBC
11   Jackson, TN   176   WJKT   FOX
12   Watertown, NY   177   WWTI   ABC

* to be acquired by Mission Broadcasting

Perry A. Sook, Chairman, President and Chief Executive Officer of Nexstar Broadcasting Group, Inc., commented, “The Newport transaction is a transformational event for Nexstar from a strategic and operational standpoint and will bring very significant free cash flow accretion to the Company immediately upon closing. The acquisition significantly expands our revenue and operating base with stations where we can quickly apply our operating and management disciplines to meaningfully improve their performance which we believe will drive strong cash flow growth.”

In the first year following the closing of the transaction the twelve Newport stations and Inergize are expected to contribute approximately $110 million in incremental net revenue. In 2014, the anticipated second year of the combined operations, Nexstar believes the combined entity will generate approximately $550 million in net revenue. Giving effect to approximately $19 million in projected synergies, the acquisition is expected to generate approximately $55 million in additional EBITDA (definitions and disclosures regarding non-GAAP financial information are included later in this announcement) and is expected to provide free cash flow accretion in the first year of approximately 45% over the levels expected to be generated by Nexstar’s and Mission’s existing operations. The purchase price represents a multiple of approximately 5.5 times the average 2011/2012 broadcast cash flow of the acquired stations after giving effect to the anticipated operating improvements and synergies identified by Nexstar.

Nexstar and Mission plan to finance the acquisition of the Newport stations with new $645 million Senior Secured Credit Facilities comprised of a $570 million Term Loan B due 2019 and a $75 million Revolving Credit Facility due December 2017. In addition to financing the Newport transaction, Nexstar intends to use the proceeds of the new facilities to refinance its existing Credit Facilities, including amounts outstanding on its First Lien Revolving Credit Facility and its First Lien Term Loans, and to redeem all of its aggregate outstanding principal amount 7% Senior Subordinated Notes due January 15, 2014 and all of its aggregate outstanding principal amount 7% Senior Subordinated PIK Notes due January 15, 2014.

The new credit facilities are being led by Bank of America Merrill Lynch, UBS Investment Bank and RBC Capital Markets as joint lead arrangers and joint bookrunners.

Completion of the Newport transaction, expected to close in the fourth quarter of 2012, is subject to Federal Communications Commission approval, the expiration of the applicable Hart-Scott-Rodino waiting period and other customary closing conditions.

USA, Irving, TX

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