Exhibit 99.1
May 24, 2017
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, New York 11219
Attention: Relationship Management
Re: Nexstar CVR Calculation Notice
Ladies and Gentlemen:
Reference is made to that certain Contingent Value Rights Agreement, dated as of January 13, 2017, between Nexstar Broadcasting Group, Inc. (n/k/a Nexstar Media Group, Inc.) (“Nexstar”) and American Stock Transfer & Trust Company, LLC (the “CVR Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the CVR Agreement.
Please be advised that, pursuant to Section 3.5(a) of the CVR Agreement, Nexstar has calculated the Estimated Sharing Percentage and Nexstar’s good faith estimates of the Distributable Company Proceeds and the Holdback Amount. Such amounts are set forth below:
| | | | |
Estimated Sharing Percentage: | | | 100 | % |
| |
Estimated Distributable Company Proceeds: | | $ | 261,584,112 | |
| |
Estimated Holdback Amount: | | $ | 13,767,585 | |
The calculations made by Nexstar to determine each such estimated amount are set forth on Annex A attached hereto.
| | | | |
| | Sincerely, |
| |
| | Nexstar Media Group, Inc. |
| | |
| | By: | | /s/ Thomas E. Carter |
| | Name: | | Thomas E. Carter |
| | Title: | | Chief Financial Officer |
Annex A - Calculations of Estimated Amounts under the CVR Agreement
| | | | |
Expected Gross Proceeds from the Spectrum Auction | | $ | 478,608,583 | |
Less - Company Transaction Expenses | | | (19,604,089 | ) |
Less - Company BCF Adjustment | | | — | |
Less - Company Tax Adjustment | | | (183,601,798 | )(a) |
| | | | |
Total Company Proceeds | | | 275,402,697 | (b) |
Total Parent Proceeds | | | — | |
| | | | |
Total Proceeds | | $ | 275,402,697 | (c) |
Total Company Proceeds | | $ | 275,402,697 | (b) |
Less - Stock Ownership Percentage (33.6%) multiplied by Total Proceeds(c) | | | (92,535,306 | ) |
| | | | |
| | | 182,867,390 | |
Divide by - 100% less Stock Ownership Percentage (33.6%) | | | 66.4 | % |
| | | | |
Total Net Company Proceeds | | $ | 275,402,697 | (d) |
Estimated Sharing Percentage - Total Net Company Proceeds (d) divided by Total Company Proceeds (b) | | | 100 | %(d / b) |
Total Company Proceeds | | $ | 275,402,697 | (b) |
Multiplied by - Estimated Sharing Percentage | | | 100 | % |
| | | 275,402,697 | |
| | | | |
Less - Aggregate Fees and Expenses of the Rights Agent | | | (26,000 | ) |
Less - Aggregate Fees and Expenses of Parent’s Certified Public Accounting Firm incurred pursuant to Section 5.3(b) of the CVR Agreement | | | (25,000 | ) |
| | | | |
Distribution Amount | | $ | 275,351,697 | (e) |
Less - Holdback Amount (5% of Distribution Amount) | | $ | (13,767,585 | )(f) |
| | | | |
Distributable Company Proceeds | | $ | 261,584,112 | (e - f) |
| | | | |
| |
Calculation of Company Tax Adjustment: | | | | |
| |
Expected Gross Proceeds from the Spectrum Auction | | $ | 478,608,583 | |
Less - Company Transaction Expenses | | | (19,604,089 | ) |
| | | | |
Company Taxable Income | | | 459,004,494 | |
Assumed Effective Tax Rate per CVR Agreement | | | 40 | % |
| | | | |
Company Tax Adjustment | | $ | 183,601,798 | (a) |
| | | | |
