Nexstar to acquire Tegna for $22.00 per share in cash

Nexstar (NXST) and Tegna (TEGNA) announced that they entered into a definitive agreement whereby, subject to regulatory approvals, Nexstar will acquire all outstanding shares of Tegna for $22.00 per share in a cash transaction valued at $6.2B, inclusive of Tegna’s net debt and estimated transaction fees and expenses. The purchase price represents a 31% premium to Tegna’s average 30-day average stock price ending August 8, the last closing stock price prior to media reports of a potential transaction. The Tegna purchase price of $22.00 per share, reflects a 31% premium to Tegna’s unaffected 30-day average stock price ending August 8. The transaction has been unanimously approved by Tegna’s board of directors. Tegna debt will be refinanced and/or assumed at close. On a combined basis for the last eight quarters annualized ending June 30, Nexstar, together with Tegna, would have combined net revenue of $8.1B and combined adjusted EBITDA before stock-based compensation of $2.56B. Based on our estimates for 2025, Nexstar expects to generate annual net synergies of approximately $300M from a combination of revenue synergies and net operating expense reductions. Together, the adjusted free cash flow of Tegna, the expected synergies on an after-tax basis and the estimated after-tax financing costs related to the transaction, is expected to be more than 40% accretive to Nexstar’s standalone adjusted free cash flow in the first twelve months after closing. After giving effect to the transaction, the incurrence of transaction-related debt, transaction expenses, and expected synergies, Nexstar expects its net leverage ratio to be approximately 4x at closing with de-leveraging to current leverage levels in 2028. As of June 30, Nexstar’s total net leverage ratio was 3.19x. Consistent with past transactions, Nexstar initially intends to allocate excess free cash flow to repay debt. The transaction is subject to customary closing conditions, including Tegna shareholder and regulatory approvals. The transaction is expected to close by the second half of 2026.