Acquisitions and Dispositions | Note 3: Acquisitions and Dispositions 2020 Nexstar Acquisitions BestReviews Acquisition On December 29, 2020, Nexstar acquired 100% of the membership interests in BestReviews LLC (“BestReviews”) from Tribune Publishing Company, LLC and BR Holding Company, Inc. for $169.9 million in cash, funded by cash on hand. BestReviews engages in the business of testing, researching and reviewing consumer products. The acquisition of BestReviews diversifies Nexstar’s digital portfolio while presenting the Company with new revenue channels by leveraging its media content, national reach, and consumer digital usage across multiple platforms. 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 are as follows (in thousands): Assets acquired Cash $ 738 Accounts receivable, net 18,043 Prepaid expenses and other current assets 67 Other intangible assets 46,066 Goodwill 109,734 Total assets acquired 174,648 Less: Accounts payable (4,679 ) Accrued expenses and other current liabilities (111 ) Total Purchase Price $ 169,858 The fair value assigned to goodwill is attributable to future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including access to BestReviews’ subscriber base and non-contractual relationships and expected future cost and revenue synergies. The entire amount of the purchase price allocated to intangible assets and goodwill is deductible for tax purposes. Other intangible assets are amortized over an estimated weighted average useful life of 5 years. The transaction costs related to this acquisition and the results of operations of BestReviews from the acquisition date to December 31, 2020 were not material. Other 2020 Nexstar Acquisitions On September 17, 2020, Nexstar acquired WDKY-TV, the Fox affiliate in the Lexington, KY market, from Sinclair for $18.0 million in cash, funded by cash on hand. This acquisition allowed Nexstar’s entry into this market. Based on the preliminary purchase price allocation, the provisional fair values of identifiable net assets acquired were $39.4 million which led to a bargain purchase gain of $21.4 million. The bargain purchase gain was recognized as a result of Sinclair’s motivation to sell the station to Nexstar as part of a resolution to settle a lawsuit between Tribune and Sinclair on January 27, 2020 (see Note 17 for additional information with respect to this litigation resolution). B On March 2, 2020, Nexstar acquired the Fox affiliate television station WJZY and the MNTV affiliate television station WMYT in the Charlotte, NC market from Fox Television Stations, LLC (“Fox”), a Delaware limited liability company, for $45.3 million in cash. . On January 27, 2020, Nexstar acquired from Sinclair certain non-license assets associated with television station KGBT-TV in the Harlingen-Weslaco-Brownsville-McAllen, Texas market for $17.9 million in cash funded by cash on hand. Subject to final determination, which is expected to occur within twelve months of the acquisition dates, the provisional fair values of the assets acquired and liabilities assumed associated with the Other 2020 Nexstar A cquisitions are as follows (in thousands): Assets acquired Prepaid expenses and other current assets $ 5,499 Property and equipment 21,030 FCC licenses 26,309 Network affiliation agreements 45,058 Goodwill 4,340 Other intangible assets 5,669 Other noncurrent assets 1,345 Total assets acquired 109,250 Less: Broadcast rights payable (5,190 ) Accrued expenses and other current liabilities (234 ) Operating lease liabilities (1,250 ) Bargain purchase gain (21,407 ) Total Purchase Price $ 81,169 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 attributable to stations KGBT, WJZY/WMYT and WDKY 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 10 years. The combined net revenue of $78.0 million and operating income of $34.0 million from the respective stations’ acquisition dates to December 31, 2020 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income. 2020 Mission Acquisitions On December 30, 2020, Mission acquired the CW affiliate station WPIX in the New York, NY market from Scripps. Mission funded the purchase price of $85.1 million in cash through a combination of borrowing . On September 1, 2020, Mission acquired television stations KMSS serving the Shreveport, Louisiana market, KPEJ serving the Odessa, Texas market and KLJB serving the Quad Cities, Iowa/Illinois market from Marshall. The purchase price for the acquisition was $53.2 million, of which $49.0 million was applied against Mission’s existing loans receivable from Marshall on a dollar-for-dollar basis and the remaining $4.2 million in cash was funded by cash on hand. On September 1, 2020, Mission entered into new SSAs with Nexstar for the stations. These transactions allowed Mission’s entry into these markets. Subject to final determination, which is expected to occur within twelve months of the acquisition dates, the provisional fair values of the assets acquired and liabilities assumed associated with Mission’s acquisitions of WPIX, KMSS, KPEJ and KLJB are as follows (in thousands): Assets acquired Cash $ 2,199 Accounts receivable, net 3,918 Prepaid expenses and other current assets 5,257 Property and equipment 19,620 FCC licenses 66,238 Network affiliation agreements 33,644 Goodwill 18,071 Other intangible assets 442 Other noncurrent assets 68,736 Total assets acquired 218,125 Less: Broadcast rights payable (7,725 ) Accrued expenses and other current liabilities (5,086 ) Other noncurrent liabilities (67,024 ) Total Purchase Price $ 138,290 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 attributable to stations KMSS, KPEJ, KLJB and WPIX The combined net revenue of $11.9 million and operating income of $2.6 million from the stations’ acquisition dates to December 31, 2020 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income. Transaction costs related to these acquisitions, including legal and professional fees, were $7.8 million during the year ended December 31, 2020. These costs were included in selling, general and administrative expense, excluding depreciation and amortization in the accompanying Consolidated Statements of Operations and Comprehensive Income. On November 16, 2020, Mission acquired KASY, KWBQ and KRWB from Tamer for $1.8 million in cash, funded through a combination of Mission’s borrowing from its revolving credit facility (see Note 9) and cash on hand. KASY (an MNTV affiliate), KWBQ (a CW affiliate) and KRWB (a CW affiliate) are full power television stations serving the Albuquerque, New Mexico market. Effective on November 16, 2020, Mission assumed the existing SSA between Tamer and Nexstar for the stations. Mission also granted Nexstar an option to purchase the stations from Mission, subject to FCC consent. Mission’s purchase of these stations allowed its entry into this market. On November 23, 2020, Mission acquired WXXA, the Fox affiliate in the Albany, NY market, and WLAJ, the ABC affiliate in the Lansing, MI market, from Shield (“Shield Stations”) for $20.8 million in cash, primarily representing Mission’s full repayment of the stations’ outstanding term loans. Mission funded this acquisition through a combination of borrowing from its revolving credit facility (see Note 9) and cash on hand. Effective on November 23, 2020, Mission assumed the existing JSAs and SSAs between Shield and Nexstar for the stations. Mission also granted Nexstar options to purchase the stations from Mission, subject to FCC consent. Mission’s purchase of these stations allowed its entry into these markets. As Nexstar is the primary beneficiary of both Mission and stations KASY, KWBQ, KRWB, WXXA and WLAJ , Mission’s purchases of these stations were deemed as common control transactions in accordance with the FASB ASC 805-50, “Business Combinations — Common Control Transactions” and a change in reporting entity of Mission. As common control transactions, Mission recorded the net assets acquired at historical book values, rather than at estimated fair values. The excess of purchase price over carrying values of net assets were accounted for as a reduction to retained earnings. For financial reporting purposes, Nexstar continued to consolidate stations KASY, KWBQ, KRWB, WXXA and WLAJ at their historical book values and for all periods presented in the accompanying Consolidated Financial Statements. The assets, liabilities, equity, operating results and cash flows of the stations have also been presented as if they were owned and operated by Mission, a guarantor of Nexstar’s debt, as of the earliest period presented (see Note 2). The previous owners of the stations, Tamer and Shield, were non-guarantors of any debt within the Nexstar group. In accordance with the change in reporting entity, Mission’s repayment of WXXA’s and WLAJ’s outstanding term loans in November 2020 were included in the caption “Repayments of long-term debt” under financing activities in the accompanying Consolidated Statements of Cash Flows, as if Mission was the debtor of such loans as of the earliest period presented. 2020 Nexstar Dispositions On March 2, 2020, Nexstar completed the sale of Fox affiliate television station KCPQ and the MNTV affiliate television station KZJO in the Seattle, WA market, as well as Fox affiliate television station WITI in the Milwaukee, WI market, to Fox for approximately $349.9 million in cash, including working capital adjustments. Nexstar recognized a $4.7 million net gain on disposal of these stations . The proceeds from the sale of the stations were partially used to prepay a portion of Nexstar’s term loans (see Note 9). On January 14, 2020, Nexstar sold its sports betting information website business to Star Enterprises Ltd., a subsidiary of Alto Holdings, Ltd., for a net consideration of $12.9 million (net of $2.4 million cash balance of this business that was transferred to the buyer upon sale). Nexstar recognized a $2.4 million gain on disposal of this business. The net gain that resulted from the divestitures of stations and other business was recorded in the Gain on disposal of stations and entities, net in the accompanying Consolidated Statements of Operations and Comprehensive Income. 2019 Acquisition s and Dispositions Merger with Tribune On September 19, 2019 (the “Closing Date”), Tribune, a Delaware corporation, became a wholly owned subsidiary of Nexstar as a result of the merger of Titan Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Nexstar (“Merger Sub”), with and into Tribune (the “Merger”). The Merger was effected pursuant to a merger agreement by and among Nexstar, Merger Sub and Tribune. The Merger created the nation’s largest pure-play local broadcast television and digital company, with national coverage and reach to approximately 39% of U.S. television households (applying the FCC’s UHF discount). As a result of the Merger, Nexstar acquired 31 full power stations and one AM radio station in 23 markets (net of divestitures of 13 Tribune full power television stations in 11 markets). Nexstar also acquired WGN America, Market Rank at Acquisition Market Full Power Stations Primary Affiliation 2 Los Angeles, CA KTLA The CW 3 Chicago, IL WGN-TV Independent 3 Chicago, IL WGN(AM) Independent 4 Philadelphia, PA WPHL MNTV 5 Dallas, TX KDAF The CW 7 Washington, DC WDCW The CW 8 Houston, TX KIAH The CW 13 Seattle, WA KCPQ FOX 13 Seattle, WA KZJO MNTV 17 Denver, CO KDVR FOX 17 Denver, CO KWGN The CW 17 Fort Collins, CO KFCT FOX 19 Cleveland, OH WJW FOX 20 Sacramento, CA KTXL FOX 22 Portland, OR KRCW The CW 23 St. Louis, MO KTVI FOX 23 St. Louis, MO KPLR The CW 25 Indianapolis, IN WXIN FOX 25 Kokomo, IN WTTK CBS 25 Indianapolis, IN WTTV CBS 29 San Diego, CA KSWB FOX 32 Kansas City, MO WDAF FOX 35 Milwaukee, WI WITI FOX 43 Oklahoma City, OK KFOR NBC 43 Oklahoma City, OK KAUT Independent 49 High Point, NC WGHP FOX 50 New Orleans, LA WGNO ABC 50 New Orleans, LA WNOL The CW 51 Memphis, TN WREG CBS 68 Des Moines, IA WHO NBC 78 Huntsville, AL WHNT CBS 101 Eureka Springs, AR KXNW MNTV Pursuant to the terms of the Merger Agreement, upon completion of the Merger, each issued and outstanding share of Tribune Class A common stock, par value $0.001 per share (the “Tribune Class A Stock”) and Tribune Class B common stock, par value $0.001 per share (“Tribune Class B Stock,” and together with the Tribune Class A Stock, the “Tribune Stock”) immediately prior to the Closing Date of the Merger, other than shares or other securities representing capital stock in Tribune owned, directly or indirectly, by Nexstar or any of its subsidiaries or any subsidiary of Tribune, was converted into the right to receive $46.687397 in cash (the “Merger Consideration”). Upon completion of the Merger, each option to purchase shares of Tribune Stock outstanding as of immediately prior to the Closing Date (a “Tribune Stock Option”), whether or not vested or exercisable, was cancelled and converted into the right to receive a cash payment equal to the excess, if any, of the value of the Merger Consideration over the exercise price per share of such Tribune Stock Option, without any interest and subject to all applicable withholding. Any Tribune Stock Option with an exercise price per share greater than or equal to the Merger Consideration was cancelled for no consideration or payment. Upon completion of the Merger, each award of Tribune restricted stock units outstanding as of immediately prior to the Closing Date (“Tribune RSUs”), whether or not vested, immediately vested and was cancelled and converted into the right to receive a cash payment equal to the product of the total number of shares of Tribune Stock underlying such Tribune RSUs multiplied by the Merger Consideration, without any interest and subject to all applicable withholding (the “RSU Consideration”), except that each award of Tribune RSUs granted to an employee on or after December 1, 2018 (other than Tribune RSUs required to be granted pursuant to specified employment agreements or offer letters) (“Annual Tribune RSUs”) that had vested as of the Closing Date was cancelled and converted into the right to receive the RSU Consideration and any Annual Tribune RSUs that remained unvested as of the Closing Date were cancelled for no consideration or payment. Upon completion of the Merger, each award of Tribune performance stock units outstanding as of immediately prior to the Closing Date (“Tribune PSUs”), whether or not vested, immediately vested (with performance conditions for each open performance period as of the Closing Date deemed achieved at the applicable “target” level performance for such Tribune PSUs) and was cancelled and converted into the right to receive a cash payment equal to the product of the total number of shares of Tribune Stock underlying such Tribune PSUs multiplied by the Merger Consideration, without any interest and subject to all applicable withholding. Upon completion of the Merger, each outstanding award of Tribune deferred stock units outstanding as of immediately prior to the Closing Date (“Tribune DSUs”) was cancelled and converted into the right to receive a cash payment equal to the product of the total number of shares of Tribune Stock underlying such Tribune DSUs multiplied by the Merger Consideration, without interest and subject to all applicable withholding. Upon completion of the Merger, each unexercised warrant to purchase shares of Tribune Stock outstanding as of immediately prior to the Closing Date (a “Tribune Warrant”) was assumed by Nexstar and converted into a warrant exercisable for the Merger Consideration which the shares of Tribune Stock underlying such Tribune Warrant would have been entitled to receive upon consummation of the Merger and otherwise upon the same terms and conditions of such Tribune Warrant immediately prior to the Closing Date. The following table summarizes the components of the total consideration paid or payable upon closing of the Merger (in thousands): Cash consideration and related taxes $ 4,197,198 Warrants replacement awards 1,008 Repayment of Tribune debt, including premium and accrued interest 2,988,833 Gross purchase price 7,187,039 Less: Gross selling price of Tribune Divestitures, including working capital adjustments (1,007,745 ) Net purchase price $ 6,179,294 Substantially concurrently with the Merger, Nexstar also completed the previously announced sale of the assets of 21 full power television stations in 16 markets to TEGNA, Inc., E.W. Scripps Company and Circle City Broadcasting I, Inc. The total consideration of these divestitures was approximately $1.36 billion (inclusive of working capital adjustments). These divestitures were previously agreed upon by Nexstar and Tribune to comply with the FCC’s local television ownership rule and the FCC’s national ownership cap and to facilitate Department of Justice (“DOJ”) approval of the Merger. Eight of the divested television stations were previously owned by Nexstar and were sold for an estimated $358.6 million in cash, including working capital adjustments (the “Nexstar Divestitures”). Nexstar recognized a $105.9 million gain on the Nexstar Divestitures. The other 13 television stations, which were previously owned or operated by Tribune, were sold for an estimated $1.008 billion in cash, including working capital adjustments (the “Tribune Divestitures”). Nexstar recognized a $9.8 million loss on disposal on the Tribune Divestitures, representing selling costs incurred with their disposition. The net gain that resulted from the Nexstar Divestitures and the Tribune Divestitures was recorded in the Gain on disposal of stations, net in the Consolidated Statements of Operations and Comprehensive Income. The cash consideration, the repayment of then-existing indebtedness of Tribune and the related fees and expenses were funded through a combination of proceeds from station divestitures, proceeds from the $1.120 billion 5.625% senior unsecured notes due 2027 (“5.625% Notes due 2027”) (see Note 9), Term Loan A and Term Loan B borrowings at the Closing Date and cash on hand of Nexstar and Tribune. The fair values of the assets acquired, liabilities assumed, and noncontrolling interests (net of the effects of the Tribune Divestitures) are as follows (in thousands): Purchase Price Assets acquired Allocation (1) Cash and cash equivalents $ 1,289,251 Restricted cash and cash equivalents 16,609 Accounts receivable, net 366,820 Prepaid expenses and other current assets 230,197 Property and equipment 511,255 Goodwill 894,346 FCC licenses 1,249,286 Network affiliation agreements 1,303,858 Other intangible assets 742,114 Equity investments 1,460,440 Assets held for sale 239,750 Other noncurrent assets 276,099 Total assets acquired 8,580,025 Liabilities assumed Accounts payable (41,233 ) Accrued expenses and other current liabilities (358,632 ) Income taxes payable (154,029 ) Deferred tax liabilities (1,078,987 ) Other noncurrent liabilities (761,649 ) Total liabilities assumed (2,394,530 ) Noncontrolling interests (6,201 ) Net assets acquired and consolidated $ 6,179,294 (1) The purchase price allocation includes the effects of measurement period adjustments recorded in the fourth quarter of 2019 and in fiscal year 2020 as further discussed below. The purchase price allocation presented above is based upon management’s estimate of the fair value of the acquired assets and assumed liabilities using valuation techniques including income, cost, and market approaches. The fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. We recorded measurement period adjustments in accordance with FASB’s guidance regarding business combinations in the fourth quarter of fiscal year 2019 and in fiscal year 2020 based on our valuation and purchase price allocation procedures as well as new information obtained about facts and circumstances that existed as of the acquisition date, as follows: In the fourth quarter of 2019, Nexstar recorded measurement period adjustments to Tribune’s initial purchase price allocation as a result of ongoing valuation procedures on assets acquired and liabilities assumed, including (i) a decrease in property and equipment and FCC licenses of $8.9 million and $172.2 million, respectively, (ii) an increase in the network affiliation agreements and other intangible assets of $34.8 million and $252.0 million, respectively, (iii) a decrease in deferred tax liabilities and other long-term liabilities of $9.4 million and $8.0 million, respectively, (iv) a decrease in the equity investment in TV Food Network of $22.5 million as well as certain changes in the basis difference between the estimated fair values and carrying values of TV Food Network’s assets had the fair value of Nexstar’s investment been allocated to the identifiable assets of the investee, increasing the basis difference in TV Food Network’s amortizable assets and decreasing the basis difference in TV Food Network’s non-amortizable assets , and (v) a decrease in goodwill by $66.6 million due to the measurement period adjustments discussed in items (i) through (iv). The impact of the measurement period adjustments relating to the network affiliation agreements and other intangible assets to the results of operations is an increase in amortization of intangibles of $9.8 million from the acquisition date to December 31, 2019. The impact of the measurement period adjustment relating to the investment in TV Food Network to the results of operations is an increase in the amortization of the basis difference of $16.0 million from the acquisition date to December 31, 2019, which is included under “Income (loss) on equity investments, net” in the Consolidated Statements of Operations and Comprehensive Income. The increase in the amortization of basis difference was primarily due to the increase in the basis difference in TV Food Network’s amortizable assets. In 2020, Nexstar recorded additional measurement period adjustments, including (i) a $124.1 million increase in other current assets, (ii) a decrease in goodwill of $96.6 million, (iii) a decrease in accrued expenses and other current liabilities of $5.0 million, (iv) an increase in income tax payable of $27.4 million, and (v) an increase in deferred tax liabilities of $3.0 million. These measurement period adjustments were primarily attributable to Nexstar’s settlement with Sinclair, dated January 27, 2020, to resolve a lawsuit between Tribune and Sinclair. The consummation of the terms of the settlement agreement in 2020 resulted in the recognition of other current assets that Nexstar acquired from its merger with Tribune. Nexstar realized these acquired other current assets upon receiving a cash consideration of $98.0 million from Sinclair on January 27, 2020 and completing its acquisition of television station WDKY from Sinclair at a bargain purchase price on September 17, 2020 resulting in a $21.4 million bargain purchase gain (see “Other 2020 Nexstar Acquisitions” above). The cash consideration received from Sinclair and gain on bargain purchase of WDKY resulted in an income tax payable and deferred tax liabilities of $25.0 million and $5.5 million, respectively. Both the cash consideration received and the gain on bargain purchase of WDKY from Sinclair, less tax effects, were accounted for as a reduction to the goodwill attributable to the Tribune acquisition of $89.0 million. The measurement period adjustments recognized in 2020 had no significant impact on the Company’s Consolidated Statements of Operations and Comprehensive Income in the current year and prior year. Restricted cash and cash equivalents primarily consist of funds held by Tribune to satisfy the remaining claim obligations pursuant to Tribune’s Chapter 11 reorganization (see Note 17). Property and equipment are being depreciated over their estimated useful lives ranging from 3 years to 39 years. 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 an estimated useful life of 15 years. Other definite-lived intangible assets are amortized over an estimated weighted average useful life of 9 years. The equity investments primarily include Nexstar’s 31.3% ownership stake in TV Food Network with an estimated fair value of $1.447 billion. The remainder relates to various investments in private companies. See Note 7 for additional information. The assets held for sale mainly consist of a real estate property located in Chicago. The carryovers of the tax basis in goodwill ($634 million), FCC licenses ($60 million), network affiliation agreements ($102 million), other intangible assets ($288 million), equity investments ($360 million), and property and equipment, including assets held for sale ($246 million), are deductible for tax purposes. Nexstar also assumed Tribune’s pension and other postretirement benefit obligations (mainly included in other noncurrent liabilities). See Note 11 for additional information. The acquisition of a certain real estate property located in Chicago (included in property and equipment, net in the estimated purchase price allocation above) resulted in noncontrolling interest of $6.2 million, representing the ownership stake of a third party. The estimated fair value of the noncontrolling interest is estimated by applying the market approach valuation technique. In connection with the Merger, Nexstar assumed certain contingencies as described further in Note 17. Tribune’s net revenue of $471.6 million and operating income of $78.4 million from September 19, 2019 to December 31, 2019 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 of $3.4 million, $54.5 million and $2.5 million, were expensed as incurred during the years ended December 31, 2020, 2019 and 2018, 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. 2018 Acquisitions LKQD On January 16, 2018, Nexstar Digital LLC, a wholly-owned subsidiary of Nexstar, acquired the outstanding equity of Likqid Media, Inc. (“LKQD”), a video advertising infrastructure company, for $97.0 million in cash, funded by a combination of borrowings under Nexstar’s revolving credit facility and cash on hand. LKQD’s net revenue of $34.2 million and operating income of $12.9 million from the date of acquisition to December 31, 2018 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income. Transaction costs relating to these acquisitions were not significant during the year ended December 31, 2018. Other 2018 Acquisitions During the year ended December 31, 2018, Nexstar acquired or consolidated certain assets related to five television stations in three markets. The total purchase price for these stations was $27.0 million in cash, of which $20.7 million was paid in 2018 as investing activities. The remaining $6.4 million was paid in 2019 to acquire the noncontrolling interest as a financing activity. The stations’ net revenue of $7.6 million and operating income of $4.6 million in 2018 have been included in the accompanying Consolidated Statements of Operations . Transaction costs relating to these acquisitions were not significant during the year ended December 31, 2018 Unaudited Pro Forma Information Other than the Tribune acquisition and related divestitures completed in 2019, the acquisitions and dispositions during 2020, 2019, and 2018 are not significant for financial reporting purposes, both individually and in aggregate. Therefore, pro forma financial information has not been provided. The following unaudited pro forma financial information has been presented for the periods indicated as if Nexstar’s acquisition of Tribune and the related divestitures had occurred on January 1, 2018 (in thousands): Years Ended December 31, 2019 2018 Net revenue $ 4,023,138 $ 4,266,475 Income before income taxes 429,784 656,864 Net income 300,711 502,694 Net income attributable to Nexstar 295,061 503,947 The unaudited pro forma financial information combined the historical results of operations, adjusted for business combination accounting effects including transaction costs, the station divestitures, the net gain on disposal of stations previously owned by Nexstar, the depreciation and amortization charges from acquired intangible assets, the interest on new debt and the related tax effects. The unaudited pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition of Tribune had taken place on January 1, 2018 because the pro forma results do not reflect expected synergies. Future Acquisitions On August 7, 2020, Nexstar assigned to Mission its option to purchase the assets of WNAC, the Fox affiliated full power television station serving the Providence, Rhode Island market, from WNAC, LLC. On the same date, Mission entered into an Assignment and Assumption Agreement with Nexstar and notified WNAC, LLC of its exercise of the option. The purchase price is equal to a base purchase price, plus an escalation amount per day from the date of the option agreement until the completion of the acquisition, minus a credit for an outstanding loan (all defined in the option agreement). Mission expects to fund this acquisition through new borrowing that is to be guaranteed by Nexstar. The proposed acquisition has received FCC approval and Mission expects it to close in the first quarter of 2021. Nexstar currently provides services to WNAC under an LMA (see Note 2) which it intends to continue with Mission upon its completion of the acquisition. Nexstar also intends to enter into an option agreement to purchase WNAC from Mission. |