Nexstar Media Group Inc (NXST) 2016 Q4 法說會逐字稿

Good day everyone, and welcome to the Nexstar Media Group 2016 fourth-quarter earnings conference call.

Today's call is being recorded.

At this time I would like to turn the conference over to Mr. Joseph Jafonni, Nexstar Investor Relations. Please go ahead, sir.

Thanks, Rachel. Good morning, everyone and thank you for joining Nexstar Media Group's 2016 fourth-quarter conference call. We'll get to management's presentation and comments momentarily as well as your questions and answers, but first I will review the Safe Harbor disclosure.

All statements and comments made by management during this conference call other than statements of historical fact may be deemed forward-looking statements. These forward-looking statements are based on our current expectations and projections about future events. Forward-looking statements include information preceded by, followed by, or that include the words guidance, believes, expects, anticipates, could, or similar expressions. For these statements, Nexstar claims the protection of the Safe Harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

The forward-looking statements contained in this communication concerning among other things future financial performance including changes in net revenue, cash flow and operating expenses, involve risks and uncertainties and are subject to change based on various important factors including; the impact of changes in national and regional economies; the ability to service and refinance our existing debt; successful integration of acquired television stations and digital businesses, including achievement of synergies and cost reductions, pricing fluctuations in local and national advertising, future regulatory actions and conditions in television stations; operating areas, competition from others in the broadcast television market, volatility in programming costs, the effect of governmental regulation of broadcasting industry consolidation, technological development, and major world news events.

Nexstar undertakes no obligation to update or revise any forward-looking statement whether as a result of new information, future events or otherwise. In light of these risks and uncertainties and assumptions the forward-looking events discussed in this communication may not occur. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this conference call. For more information on the factors that could affect these expectations, please see Nexstar's other filings with the SEC. Thank you for your patience with this.

With that and at this time I would like to turn the call over to your host, Nexstar Chairman, President and Chief Executive Officer, Perry Sook. Perry?

Thank you, Joe, and good morning everyone. With our fourth quarter record performance and our full-year 2016 financial results, the January closing of the Media General transaction and our immediate integration work to drive synergies and results, it has been an active and exciting time here at Nexstar Media since our last conference call. Thank you for joining Tom Carter, our Chief Financial Officer and me today to review our results, outlook for the 2017, 2018 period and the work and progress to bring significant near and long-term benefits to Nexstar shareholders from the highly accretive Media General transaction.

Nexstar had an outstanding 2016 with all of our key metrics for net revenue down through free cash flow showing double-digit growth and coming in at record levels. We are particularly proud of the fact that we eclipsed $1 billion of net revenue in 2016 and we exceeded our full-year guidance of $100 million on political revenue by 8.5% an accomplishment which few if any of our peers were able to match.

Our strong fourth quarter and full-year operating results marked Nexstar's fifth consecutive year of record financial based on the ongoing success of our strategies to leverage our local marketing programming and community involvement. This approach has allowed us to diversify through retransmission consent in digital media revenues as we simultaneously drive benefits from our results oriented operating discipline, as well as our management of our core ad inventory in peak political times.

Furthermore, our precise execution of value building acquisitions and integrations and the work of Tom and the finance teams optimize our balance sheet and our capital structure, has all positioned us well from a shareholder standpoint. With our prodigious annual free cash flow we have the financial flexibility to immediately reduce leverage, evaluate additional accretive strategic growth investments and continue to expand our return of capital to shareholders. I will do a quick review of the quarterly highlights and then review some of the integration initiatives underway after which Tom will go to the finances including an update on our cap structure, 2017 expectations and other items of interest to all of you on the call.

Nexstar's record fourth quarter financial results were primarily attributable to our ability to maximize the political revenue opportunity and grow retransmission consent revenues as well as the ongoing benefits of our management and operating disciplines. The 22.8% rise in fourth quarter net revenue resulted in BCF, adjusted EBITDA and free cash flow growth of 39%, 44.9% and 23.9%, respectively. These factors also drove record full-year 2016 net revenue BCF, adjusted EBITDA and free cash flow and we brought about $0.22 of every net revenue dollar to the free cash flow line. For the full-year Nexstar's legacy platform generated approximately $7.98 of free cash flow per share or an 18.4% growth over 2015 levels. Excluding our transaction fees our free cash flow for the year was actually over $9 per share.

As everyone knows, in January we completed our $4.6 billion acquisition of Media General marking a significant milestone in Nexstar's 20 plus year history of growth. Financially the transaction is expected to more than double our revenue and our adjusted EBITDA. With the completion of this highly accretive transaction, Nexstar is now the leading media company committed to localism and innovation and combined with proven M&A, integration and enterprise wide cost management all of that has positioned us for continued near-term and long-term growth including our projected sixth year of record financial results in 2017.

Rolling forward, Nexstar expects to generate an average annual free cash flow in the 2017, 2018 cycle of approximately $565 million, which is approximately $12 per share, per year assuming approximately 47 million shares outstanding and inclusive of our current estimate of approximately $81 million of year one synergies and a substantial rise in our 2018 cash taxes. Overall we now project Media General transaction will result in excess of 55% growth in our annual average pro forma 2017/2018 free cash flow per share relative to the record performance of the legacy operations in 2016. And as an industry leader with a portfolio premier stations and digital assets, a strong balance sheet, and attractive weighted average cost of capital, and significant free cash flow, we are extremely well-positioned to continue to build value for you, our shareholders.

Getting back to Q4, Nexstar's fourth quarter core local television ad revenue was essentially flat, while national was impacted by our heavy allocation of inventory to political. We generated increased television ad revenue in 3 of our top 10 categories and overall core revenue continues to reflect healthy levels of new business with Q4 new to television ad revenue of approximately $8 million, which was consistent with the prior year and again reflecting our allocation of inventory to address our political demand. Overall Nexstar's fourth quarter television ad revenue, inclusive of political advertising, grew 30.3% as our inventory management and pricing strategies enabled us deliver a political ad revenue target of $60 million, which is nearly in 8-fold increase in Q4 on a year-over-year basis, which resulted in full-year political revenue of $108.5 million.

Reflecting our expanded platform and our presence in states with high levels of down ballot political spending activity, we saw healthy spending surrounding highly contested US Senate races in battleground states including Nevada, Missouri, Indiana, Wisconsin, and Pennsylvania, and gubernatorial battleground spending in Indiana, Missouri, West Virginia, Vermont, and New Hampshire. Overall, PAC and party spending showed a low double-digit percentage increase over 2012.

By category we booked about 37% of our Q4 political revenue from candidate spending while PAC party issue and proposition spending made up the balance. So despite lower than expected levels of presidential spending, our 2016 fourth quarter political revenue rose by nearly 70% over comparable 2014 fourth quarter levels and increased about 120% over the 2012 fourth quarter presidential election cycle spending.

Notably, excluding political, gross revenue grew 2.9% in the fourth quarter and 12.1% in the full-year compared to the same respective periods in 2015. That reflects Nexstar's further success in leveraging the value of our television broadcasting model and our content creation capabilities into a diversified platform with multiple high-margin revenue streams.

Nexstar's fourth quarter television ad revenue growth was complement by a combined fourth quarter retransmission and digital media revenue growth of 13.6% to $126.1 million. Retransmission revenue grew 22.8% in the fourth quarter and 32.2% for the full-year that reflects both 2016 contract renewals with our distribution partners, as well as contractual escalators.

Record programmatic advertising in the year ago period created a challenging year-over-year competition for one of our digital businesses, which was the primary reason for the 12.1% decline in fourth quarter digital media revenue. However Nexstar's full-year digital media revenue of $101.8 million was up 13.2% over the 2015 period and exceeded our full-year guidance by over $2 million.

Reflecting the ongoing benefits of our revenue diversification strategies, total fourth quarter retransmission fee and digital media revenue represented 40.7% of our 2016 fourth quarter net revenue compared to 30.3% in the 2014 fourth quarter, our last political cycle even year. At $100.3 million in the quarter, retransmission fee revenue reached the highest ever quarterly level in the Company's history and we expect our long-term distribution revenue growth to continue as in late 2016 we reached new distribution agreements with 30 MVPDs covering approximately 10 million subscribers. We have excellent visibility on that revenue stream in 2017/2018 given most of these new agreements are three years in duration and given the after acquired clauses in our retransmission consent agreements on a pro forma basis the newly acquired Media General stations are immediately party to the rates in our new distribution agreements.

Our digital business including our locally focused digital content management system, our agency services, our mobile and programmatic products presents strong opportunities for continued growth both organically and as we integrate the Media General assets. Together Nexstar Digital is a profitable digital Company without peer in our space.

By January 17, 2017, 478 days had passed from the time we made our first public offer to acquire Media General to the closing of the transaction. During this period, we've visited every Media General station and digital business location, a practice which has proven over our 20 years in the business, to ensure that we integrate quickly and deliver the financial results that meet and exceed your expectations.

Based on these meetings, our executive and corporate management teams developed a strategic plan for each station and digital business to ensure that they were operating with the disciplines of focus of the Nexstar legacy businesses and to implement best practices enterprise-wide. As a result of these visits, we were prepared to immediately execute our first 120 day plan and the integration and synergy realization strategy when the transaction closed. And on January 18, the day after closing, we announced several senior management changes and appointments to support the growth of the expanded platform.

For broadcasting we promoted Tim Busch to serve as President of the Nexstar Broadcasting Inc. and announced three new created regional management decisions, regional vice presidents. These appointments are consistent with our strategy to retain proven broadcast and digital media leaders to oversee our assets on a regional basis, ensuring high levels of service to our viewers and advertisers across our on-air and our digital platforms.

We also moved quickly to fill open General Manager positions and to date have hired or promoted 11 new television station GMs with further appointments to be made later this week. In addition we are in the midst of efforts to double the size of our Washington, DC Bureau and we are reengineering and relaunching BiteSize TV and it's show Hollywood Today Live.

We're also in the process of adding sales resources to the former Media General markets and we are transitioning stations onto the same operating systems and shared platforms and services including digital sales management traffic graphic among others. We're discontinuing the MGFX graphics hub and bringing back local graphic artists into the former Media General stations, while putting more emphasis and resources behind our national design center to increase its capacity to efficiently serve the overall expanded platform.

We've begun merging all of our digital products into one Company under the Nexstar Digital brand, with a unified market strategy and message. Our intention is to double the revenue of Nexstar Digital in the next five years by making smart investments in people and companies that are accretive and complement our core competencies.

As part of this plan we are winding down the unprofitable Federated Media operations as they were outside of our locally oriented focus. We will also exit or close any other digital operations where we do not see the opportunity for growth and profitability and instead we will invest and grow the digital business with high growth potential. With these changes, Nexstar Digital will be a major growth engine for Nexstar Media Group ongoing forward basis.

Elsewhere all of the legacy Media General stations are transitioning to STRATA for inventory and sales management reporting and all legacy Nexstar stations will begin to transition to the WideOrbit traffic platform later this quarter. With the changes to date we have made great progress toward our goal of achieving $81 million of year one synergies as we've already realized in excess of 50% of that amount based on our retrans rates and the elimination of duplicate costs.

With the free cash flow generated from our expanded base of operations, we expect Nexstar's net leverage, absent any additional strategic activity, to be in the high 4 times range at the end of 2017 and decline to the mid 3 times range by the end of 2018. The combination of our operating successes and accretive station transactions has positioned Nexstar to reduce leverage while allowing us to return capital to shareholders through cash dividends.

Last week as you know we paid our Q1 quarterly cash dividend of $0.30 per share to our Class A common stockholders. Reflecting the issuance of shares in the Media General transaction, the annual capital allocated to dividend payments at this time is approximately $56.4 million. Relative to the total free cash flow that Nexstar now generates that still provides us with ample liquidity for reducing leverage, evaluating additional accretive acquisitions and pursuing other initiatives to enhance long-term shareholder value.

With significant and growing free cash flow, Nexstar has excellent visibility on delivering or exceeding our free cash flow targets in the current cycle and a clear path for the continued near-term and long-term enhancement of shareholder value.

With all that said, let me turn the call now over to Tom Carter for the financial review and an update. Tom?

Thanks, Perry, and good morning, everybody. Let me echo Perry's comments on our preparedness out of the gate once the Media General transaction closed, which is leading to a smooth and productive integration for us. I will start the morning with a review of Nexstar's Q4 income statement and balance sheet data, after which I will provide some updates with regard to our capital structure and some points of guidance.

Q4 2016 net revenue was up 22.8% to $310 million, core revenue was $138.1 million, which was down 4.2% driven by an approximately $5 million decline in national revenue as our local revenue was flat for the quarter. Retransmission fees were up almost 23% to over $100 million for the quarter. As Perry mentioned before, that is a record for the Company and digital revenues were approximately $26 million for the quarter.

Most importantly, broadcast cash flow was a record for Nexstar at $145.4 million and that led to strong adjusted EBITDA of $135 million and free cash flow of approximately $85 million. On a same station basis, net revenue was up 20%, core spot revenue was down mid-single digits, reflecting the heavy allocation of ad revenue to political while same station retrans rose almost 17%. Most importantly, on a same station basis, our broadcast cash flow increased to 33% Q4 2016 over Q4 2014 and obviously that's an indication of the strength of the operation of the station group.

Given the industry wide margin compressions in our digital business which impacted these lines of business, during the fourth quarter Nexstar recorded a non-cash impairment charge of approximately $15.1 million related to the goodwill in one of these lines of business. Fourth quarter station direct operating expenses, net of trade and G&A expenses, rose 19.4% and 9.5%, respectively, the increases reflected higher variable costs related to increased advertising, expanded local programming on our existing stations and the operation of the recently acquired stations and digital assets.

On a same station basis, fixed expenses net of programming expense were up only 1.8% for the quarter. Nexstar's fourth quarter corporate expenses were $10.6 million inclusive of $2.4 million of non-cash comp, which is right in line with our guidance from last quarter.

Approximately $1 million year-over-year decline reflects lower professional and transaction fees. As if you recall in the fourth quarter of 2015 was the period when we were moving toward reaching a definitive agreement with Media General.

For the 2017 first quarter, we project cash flow overhead of approximately $14 million to $16 million, exclusive of stock comp and the MEG transaction costs. Non-cash compensation for the first quarter is forecasted to be $4.8 million and is forecasted to be approximately $25 million for the year reflecting the anticipated issuance of new equity incentive awards. Cash transaction expenses, primarily severance and success oriented fees that cannot be capitalized, are expected to be approximately $46 million to $48 million for the quarter and approximately $55 million to $60 million for the year and again those will be broken out going forward for our reporting.

Turning to the balance sheet, I'll review the key items as of 12/31/16 and then provide an update pro forma for the completion of the transaction and the recent voluntary prepayments in the call of the senior unsecured notes. On a legacy basis total net leverage at 12/31/16 was 3.2 times, while first lien leverage at 12/31/16 was 1.4 times.

As such Nexstar's outstanding debt as of 12/31/16 consisted of approximately $665 million of first lien debt largely comprised of the term loans, term loan A and term loan B and three series of bonds, senior unsecured bonds, 6 7/8% notes which was approximately $525 million, 6 1/8% notes was $275 million face amount and the 5 5/8% notes which was $900 million at face amount. If you remember those are issued by the unrestricted subsidiary of Nexstar and cash secured which was pre-funding the Media General transaction.

Net debt as of 12/31/16 was approximately $1.387 million and we had approximately $87 million of cash on our balance sheet in addition to the $900 million plus of restricted investments associated with the collateralization of the $900 million of bonds. Q4 total interest expense amounted to $45.2 million compared to $20 million the prior quarter.

Approximately $25.1 million of this expense was associated with the Media General financing costs, both the bond escrowed interest payments as well as in the fourth quarter we begin accruing the ticking fee on the term loan B. Those two amounts, $12.7 million for the escrowed senior note interest and $12.4 million for fees associated with the MEG acquisition, largely term loan B, made up that $25.1 million and explained the difference in the interest expense Q3 to Q4 of 2016.

Nexstar's Q4 CapEx of $6.1 million and full-year CapEx of $31.2 million are related to local news and station infrastructure investments and we came in pretty much in line with our forecast of approximately $30 million for the year. Inclusive in that $30 million was approximately $5 million of capital expenditures associated with the Media General merger kind of in anticipation of some of those activities and the previously announced digital multicast agreement wit Katz Broadcasting and Bounce TV.

CapEx for the full year of 2017 is expected to be a net $55 million which is inclusive of the sale of the Media General Richmond building during the year and excluding any spectrum related activity. Q1 2017 CapEx will be approximately $20 million.

Our Q4 free cash flow was $85.4 million and 2016 full-year free cash flow reached approximately $245 million, inclusive of approximately $30 million of operating cash taxes. Pro forma for all of the transaction expenses and funding, we believe our steady-state 2016 free cash flow would have been approximately $280 million and as Perry mentioned previously that exceeds $9 per share.

With a strong 2016 operating results and the 12 station divestiture completed at the time of the closing of the Media General transaction, we are using a significant portion of the Company's NOLs during 2017. Entering 2017 we expect to have approximately $450 million in remaining NOLs and our projected operating cash tax rates for 2017 is expected to be approximately 20% to 25% of pretax income.

This amount of operating cash taxes is excluding cash income taxes paid on the gain from the assets from the station sale divestiture as well as any taxes paid on the spectrum asset sales. This level of operating cash taxes is factored into our updated guidance for average annual free cash flow in the 2017 and 2018 cycle of approximately $565 million or $12 per share, again, assuming approximately 47 million shares. As I mentioned before in 2018, we will begin to incur even more income taxes as our NOLs are used to shelter our operating incomes, our operating income and gains from the asset sales mentioned previously.

With the completion of Q3 of our senior notes offering and the secured financing of our pro forma capital structure as of January 17th, the closing of Nexstar's acquisition is detailed in the press release on the table of approximately $5.223 billion of debt and several tranches including the inheritance of the $400 million of 5 7/8% notes from Media General. Important to note subsequent to closing Nexstar made a $75 million voluntary prepayment on the term loan B and called the entire $525 million 6 7/8% senior unsecured notes bond issuance and that closed yesterday. That results in current funded debt of approximately $4.6 billion, which equates to approximately 4.8 times pro forma covenant EBITDA as of the 12/31/16 financial statements.

Our capital structure represents the proper balance of fixed and floating debt and attractive weighted costs, weighted average cost of debt of less than 5% and both prepayment and refinancing flexibility. In addition we have a staggered maturity profile with no significant maturities until 2022 at which point we will expect to have made significant headway towards substantial debt reduction.

Finally with respect to the CVR held by former Media General shareholders and the incentive auction outcome, Nexstar is expected to receive approximately $475 million of gross proceeds later this year related to the disposition of certain Media General spectrum. However none of the spectrum Nexstar offering was sold during the auction process because the prices available in the auction in those markets fell below the value we ascribed to it.

Based on these factors, the value of each CVR is estimated to be between $1.70 and $2.70 per CVR, $2.10 per CVR calculated by using the estimated gross proceeds less estimated transaction expenses, repacking expenses transactions et cetera as per the CVR agreement. These payments do not affect our updated guidance for the 2017, 2018 cycle.

As it relates to management's focus on free cash flow generation, our record 2016 and positive outlook for Nexstar Media Group will follow the approach we have successfully deployed in terms of building the top line, maintaining close control fixed and variable costs and optimizing the balance sheet and capital structure. This plan will continue to support our goals of generating significant free cash flow while allowing us to reduce leverage, pursue additional selective accretive acquisitions, pay dividends, repurchase shares, and take any other actions that can enhance shareholder value.

In summary Nexstar is executing well on all functions including our operations, integration, synergy realization, capital structure, and service to our local communities. Our disciplines in these areas have driven significant growth as well as consistency and visibility to our results. As such we are highly confident that the new guidance for average annual free cash flow in the 2017/2018 cycle of approximately $565 million or $12 per share and the value to be created for shareholders.

That concludes the financial review for the call and now I will turn it back over to Perry for some closing remarks before Q&A.

Thanks very much, Tom. Today Nexstar Media Group older operates 171 television stations in 100 markets serving 38.9% of all US television households. To put that another way, better than one in three households in America can get their local news from a Nexstar television station. I can assure you that we are staying very close to the decision makers in Washington on the regulatory front and as noted earlier on the call, we are very well positioned to participate in some manner should there be regulatory ownership relief or other avenues that allow us to build the Company and our presence in both new and existing markets.

Nexstar's record fourth quarter and full-year 2016 results and our 2017/2018 expectations again highlight the value of the operating acquisition, integration cost management and capital structure strategies that we have successfully deployed since our founding in 1996. As a result of this focus, Nexstar is one of the nation's most broadly diversified media companies. At our core, we are a local service business and we've performed four essential functions as a Company.

Our first service is that we produce relevant local video content primarily local news, sports and weather. Our second service is that we offer local business, advertisers and brands unparalleled 24/7 marketing opportunities across all of our screens and all of our devices that basically help them sell stuff and grow their business. Third, we provide a good place for our over 10,000 employees which in and of itself is an engine driving our local economies and fourth we provide an attractive vehicle for investors, as the value of our equity has grown at 10 times the rate of the S&P over the last five years.

Our commitment to localism, innovation and our growth on -- focusing on growth on distribution, digital and political revenue combined with our meticulous M&A and integration strategies have all positioned Nexstar very well for the near-term and long-term growth opportunities including our sixth straight year of record financial results projected in 2017 and we see tremendous prospects for continued growth in the future. With all of that, I would like to thank you for your continued interest and support and thank you for joining us today.

I know there are a lot of moving parts here, so now let's get to your Q&A and address your specific areas of interest. Operator?

Thank you.

(Operator Instructions)

We'll take our first question from John Janedis with Jefferies.

Thanks, it's been a [big year] Perry. Can you give us your updated thoughts on the regulatory environment? How do you balance acquisitions with the dividend or buyback and post auction what does the pipeline look like from other disappointed auction participants or others?

Well, we do anticipate there will be de-regulatory activity, John, as we roll through the year some things will happen sooner than others. We are optimistic that the UHF discount will be reinstated and then an NPRM issued to discuss all ownership rules both local and national that the FCC I think will work through. We as you know have advocated for an abolition of the eight voice test on an in-market basis as well as the top four exclusionary rule and I was in Washington last week making those points, both on the Hill and to folks at the FCC.

We will see where things come out, but suffice it to say that we are already in discussions should the rules change about opportunities that might be available to us if the rules change. I would not characterize these as disappointed auction participants. I think everybody in the for-profit television business got the joke pretty early on that the auction was not going to be any kind of game changer or life affirming event and from our perspective these are more strategic opportunities.

We believe that scale matters and you've heard from companies far bigger than us saying the same things. So we will continue to pursue opportunities to grow our scale within our local markets and to grow our platform and I think we will be appropriately aggressive on that front.

Okay. Maybe separately this did not come up in your prepared remarks but can you talk about the economics on your vMVPD deals and for the new entrants is it fair to say that you have agreements with all of your network partners, do you retain all rights to the programming and when do you expect to start generating revenue?

I don't think it is fair to say any of that, John. We continue to be in high level discussion with new OTT entrants directly as well as with networks that have proposed agreements that would include the local affiliates. We haven't signed anything yet.

My position is that all of these new entrants need the local stations much more than we need them at this point. That may not be true 10 years from now, but it certainly is now, so we are working very deliberately through those particular offerings, through those agreements. I expect we will sign some shortly, but we have not signed any to date.

Great. Thanks so much.

We will take our next question from Aaron Watts with Deutsche Bank.

Hey, guys. Thanks for taking the questions. A couple from me. I guess, Perry, bigger picture recognizing it is early in the year, but can you talk about how the core ad environment feels right now in your markets post the election and perhaps if you can provide some first quarter pacing?

Well I don't think we will do that, but I think I can tell you that local revenue in the month of January was a single-digit grower on a same station basis over the prior year. National continues to be a little challenged in terms of snapping back to growth, but results and pacing is more peppy in the first quarter than it was in the fourth quarter. We don't have the overhang of political.

I think people are still trying to figure things out and what the new administration means to them and their business. But the folks that I talked to and our President of Broadcast talks to and our General Managers talk to, I think are optimistic and cautiously optimistic that there could be tax relief that would ignite additional spending as we roll through the year.

Okay, great. And maybe for Tom, just a couple of clarifier questions. On the spectrum auction proceeds, how much will Nexstar or the combined Nexstar Media General platform get to keep?

I'm not sure what you mean by get to keep. Basically we will get reimbursed for expenses. We will get reimbursed for taxes, actually not reimbursed.

The tax rate is stated in the CVR at 40%. It was negotiated. That generally it seems to be a pass through rate, so I am not sure we are going to necessarily keep any of that, and the repacking and the capital costs of changing are all reimbursed as well.

If you are thinking about it from a debt reduction perspective, the answer is maybe a little, but not a lot and that little that we are keeping is really reimbursing us for previously expensed items. I'm not sure if that is responsive to your call or not, but the idea of the CVR, especially in light of the results where Nexstar did not sell any spectrum, basically we are managing the process on behalf of Media General, prior Media General shareholders just to pass that -- those proceeds through to them on a net basis.

That is exactly what I was getting at. Okay, and on the 6 7/8% you just took out, how did you fund that?

Well keep in mind that our capital structure and the commitments for the MEG transaction were all calibrated to close as of September 30 of last year. Both companies and we even reported, we didn't have to report but we reported Media General's Q4 results in our press release and you can see even though they had some of the same issues with political that I think others did as well, both companies generated a substantial amount of free cash flow in the fourth quarter.

And that is really where the proceeds came from in addition to the fact there was $400 million originally earmarked to satisfy any change of control puts under the MEG 5 7/8% bonds. There were no change control puts there so that $400 million in addition to some other funding basically over funding from the closing capital structure went to retire the 6 7/8% notes and make the $75 million voluntary prepayment on the term loan B. Is that helpful?

Perfect. Thanks very much.

Just one other thing on that topic, you will expect to see an 8-K from us filed on or around March 15 with the Media General audit as well. That is a SEC requirement that we file something within 60 days.

Okay. Thanks.

We will take our next question from Dan Kurnos with The Benchmark Company.

Thanks. Just two quick follow-ups on the first couple of questions. First, Perry, I guess maybe just if any more color around how you think about where you can scale back to and sort of timing understanding that you don't know what the market is going to look like but if the UHF discount is reinstated in March how quickly you guys would want to scale back the cap? I know you mentioned aggressively, but if there are any restrictions on covenants and then I will ask a follow-up to Tom.

I think any acquisition would have to meet all the same filters of all the other acquisitions we've made in the last recent history in that they are accretive to our shareholders and would make sense from a strategic perspective. Just by way of reference our 38.9% if the UHF discount were reinstated would be something approximating 26%, so obviously there would be substantial headroom there for the right transaction.

Okay, and then actually one more for you, Perry, before I switch to Tom. I know that you participated in the panel with David Smith on ATSC 3.0 obviously he did a lot of the talking, but just curious on in terms of the outlook for 2017 and given that the FCC has allowed you to start investing in the tech now and rolling it out, just how you think about the pace of play there on an investment in 3.0?

Sure. Well of our 171 stations at this point 90 of them are standing for some level of repacking activity. The good news is that we can replace 1.0 equipment with 3.0 equipment and that would still be reimbursed or at least the base cost would be reimbursed by the repacking funds. I think actually you will see an acceleration of investment in the short-term in 3.0 equipment to enable us to move the transition along a lot faster. Obviously there are a lot of other moving parts there, the backward compatibility piece as well as set-top boxes.

So there is a lot of work to do there as well as the transition itself. Suffice it to say that our auction task force has now become the repacking task force and we're meeting later this week and I could just tell you that the work continues.

Do you think you'll invest in single frequency networks or do you not want to throw that out there until you see how the landscape plays out?

That is certainly not going to be the first thing we do. I think we would transition to a new transmission standard and see how far that got us. SFNs would be, if there is a business opportunity or business proposition to support it I think there are other business propositions that might support 3.0 faster and in a bigger way but that would be kind of a tab B or tab C that would be the next phase of that conversion once we were fully in the game in transmitting in the new standard.

Got it, thanks. And just my quick follow-up for Tom just to Aaron's question on the CVR I guess I must be off base on this. I thought you guys were going to get some reimbursement for the cash flow loss from stations sold. I don't know what the extent of stations sold were for Media General or whether it was channel sharing or what have you just wanted to get a sense, if I'm wrong about that and then the impact on cash flow and cash flow guidance from the Media General sell versus your expectations?

Let me say at the top that the spectrum sales of the legacy Media general stations, they are -- we are not exiting any markets. It is a combination of change in frequency assignments to potential channel sharing with another owned station in the marketplace so we expect the diminution of cash flow to be di minimus. Just on the CVR from my perspective whether the net proceeds were $0.10 or $10 it was never going to hit the Nexstar checking account. That money was going to come in and go right out to the shareholders per the term of the CVR so it was really of no moment to us, but Tom I will let you address the free cash flow.

I agree, again because Nexstar didn't sell any spectrum we are not getting any proceeds, if you want to think about it that way. Some of it will be housed here momentarily on its way back out the door, but from Perry's perspective you're exactly right. All of our budgeting assumes the results of the spectrum auction which really, as Perry mentioned, is no diminution in cash flow because the large majority of them are either channel sharing, self channel sharing with another station in the market, or just shifting frequencies from a UHF to a VHF.

That's really helpful color. Thanks, guys.

Will take our next question from Marci Ryvicker from Wells Fargo.

Thanks. First question is on the Media General synergies from the transaction. Perry, you went from $76 million to $81 million in year one, so can you talk about the $5 million increase?

And then what is the right run rate because I know $81 million is for year one, but is there anything else you can do after year one when we look further out?

Sure, and Tom, and you can backstop this. The additional $5 million if you will primarily were from down at the local level, at the local digital company or local station synergies that as we did the work of visiting every market we found more synergy opportunities there.

There are -- you are correct, there are approximately $5 million to $8 million a year thus far that we've identified of additional cost reductions in 2018 and 2019 and then more even as we move into 2020. But there's approximately $5 million to $8 million of additional expenses that will be eliminated, I hate to call them synergies because they are outside of year one, but will be eliminated as contracts roll off and we are able to retire certain operating expenses that way.

Okay. And then in regards to your comments on M&A it sounds like you are ready to go, so the Media General transaction, even though it just closed, is not holding you back. Can you comment, you used to give us an idea as to what the capacity would be for you. I don't know if you have that number, and also I have been asked if you would be willing to issue equity for the right transaction?

Well, I think as in Media General for the right transaction we would issue equity of some of the consideration. Again, as long as the transaction, net of the issuance was accretive to our existing shareholders. The point Tom made earlier we have retired $600 million of debt since the closing of the acquisition so we are in effect pre-funding potential acquisition capacity.

It would continue to be parameters based and we wouldn't probably go above 5.5 times leverage in the best of circumstances and that would be in a, on an LTM basis, in a nonpolitical year. So I think all the same filters would apply and obviously we believe that scale matters want to grow the Company.

I will tell you that the management team, the financial teams, the operating teams, we have pitched a doubleheader in the bullpen and now we're out on the field and we are very quickly prepared to implement all of our operating discipline, put new players in seats. So I think that has been well-received by the legacy Media General stations that they feel that they have focus, direction, accountability, and specific goals and we've moved quickly to fill the open positions and now it is all just about execution. So I think from a bandwidth perspective these things take a while to go from start to finish and I think that by the time we got to the finish line of the next big thing, I think we would be ready and appropriately staffed to handle that as well.

Okay, and I have one for Tom. Can you kind of help us just thinking about 2018, is the CapEx number for 2017 a good run rate for 2018? Just trying to figure out the free cash flow. And then I know that cash tax, effective cash tax rate is 20% to 25% for 2017. I'm assuming that goes higher. Any way to help us figure out how much higher in 2018?

Sure. Just on the CapEx, I would say a run rate for the near-term is probably $65 million, which is really kind of the gross CapEx for this year net of the Richmond building sale. So $65 million for 2018 and then you are right. I would say if you want to think about a statutory tax rate of call it 38.5% including the state taxes, if we're at low 20%s, it would land -- 2018 would land somewhere between those two.

We still will have some NOLs left in 2018, but it's they are not nine figure annual usage of NOLs at that point. So we get some modest benefit going forward that will continue quite honestly for a couple of year, just because of restrictions but will be some North of 30% on a cash tax basis going forward if that's helpful.

Yes. Thank you so much.

Kyle Evans with Stephens. Please go ahead.

Hi. Thanks. Anything about the 10 million in subscriber renegotiations with 30-plus MVPDs at the end of last year that would change your outlook for double-digit net retrans growth?

No. If anything we were very pleased with our results and I can say just generally where we ended up was above our planning rates. No change in the outlook of double-digit growth on retrans in 2017 and beyond.

Great. On -- I have to ask the obligatory retrans sub count update flattish like peers as usual?

Yes.

Okay. And then lastly, I think we all expected the MEG deal to close sooner than it actually did. Any additional execution risk there from that business floating around without anybody at the wheel for 10 months-or so?

No. Not really. I would say the only thing we are going to incur some additional expenses, but those are obviously transaction expenses. For example, we had the pleasure of filing a 17 day tax return for 2017 for 60-plus entities. That was not my plan.

Hopefully we would have done that in 2016. So basically there will be additional work from this stub period and obviously it kind of drives our modeling team a little bit crazy because we've got a 17 day stub period from Media General which is excluded from our Q1 results and you will see that and then we have divestitures from 12 stations that have to be excluded as well. So there's a lot of ingredients to go into baking the cake, but nothing that can't be overcome with hard work and good people.

I will just add that there were people at the helm. Vince and his team were engaged and highly constructive and very helpful to us from information backfill and those kinds of things right up through an even since closing. I think they were very involved in the operations of the stations and the digital entities and continue to be helpful post closing with certain information pieces that we are trying to fill in the gaps on.

Okay. Thank you.

Will take our next question from James Dix with Wedbush Securities.

Morning, gentlemen. I have three things. First on the auto category, any color as to how that grew in the fourth quarter and what it's looking like in the first quarter?

And then in particular, when you look at what you sell to auto dealers how much of that is for sale of spots versus other things like digital or other services and what types of digital, in particular, do you think is getting the most traction as you reach out to auto dealers?

And then secondly on the retrans affiliate, retrans footprints and your affiliation footprint, any update as to how much you expect to be renewed this year on both ends of the table? And then finally, just in terms of the FCC process on the UHF discount, any thoughts as to timing as to when we might see a decision on that particular issue? Thanks.

Let me try and work backwards. I think on the FCC/UHF discount issue it is my understanding that will likely be addressed at the FCC's public meeting later this month. I believe the meeting is on the 23 of 24 of March. Don't hold me to that date, but their regular scheduled public meeting I expect this will be something that is discussed there.

As it relates to auto, we were basically flat, slightly down, but not by much, in the fourth quarter. Obviously Ford and I think their situations have been fairly well documented on other calls, but Ford was the biggest down spender for us in the fourth quarter, while Toyota and Chevy and Dodge Chrysler Jeep and Nissan and General Motors as well as Hyundai were all up.

And we are seeing much the same in the first quarter here. We're kind of on the same kind of pace and will probably end up with a similar result there. Automotive represents about 25% of our core television billing and as far as digital, it is a number kind of in the low to mid teens so we have opportunities to grow and tailor new digital products that are appealing to the auto product sector. In fact we've got a call later today on a business that may be of interest to us to build our suite of product offerings to automotive.

But there is opportunity there because it is not at parity with the contribution of television billing in terms of its percent of our composition. Did I get everything? I think I missed something in the middle there.

Maybe I don't know maybe Tom wants to step in on the retrans footprint of how much you expect to be renewed this year on the retrans side and then on your affiliate side, if any?

Sure. On the affiliate side, I don't have the exact percentage, but I would assume it is probably somewhere around 20% to 25% of the big fours and on the retrans revenue side, it's something approximating 10% of subscribers. Keep in mind that we have been north of [40] each of the last two years, so this is kind of a natural lull.

I will tell you the absolute number of agreements is massive but there aren't any large top 10 MVPDs that we will be renewing during 2017 and at the end of the year.

Okay.

As it relates to affiliation agreements our Fox affiliation agreements did expire at the end of last year and we continue to be in discussion with Fox and we are doing rolling extensions with each other here. I fully anticipate that we will be able to conclude that prior to the end of the quarter. T

he OTT discussions are a part of that as well so that's what is taking some time to bring it all into the fold.

And you know from our investor presentation, our ABC agreements expire at the end of this year. Those are primarily the legacy Nexstar ABC agreements and we are already in discussions with ABC again about affiliation and OTT and all the things there that need to be dealt with during the course of the year to have an agreement and a substantial extension of that agreement done before the end of the year.

Great and Perry just one follow-up on the auto. Any particular digital that is getting the most traction of that low to mid teens? Is that kind of just video extensions of your spots or anything else? Just curious.

Well, I would say video pre-roll, we offer directories and there's nothing there. It's primarily sponsorship related just like a lot of our other products would be. We find a vertical or a niche or a set of video that lends itself particularly well to the category, the car or truck category, and we try to marry the two.

But we do not have a cars.com type product per se if that is what you're driving at, but it's just again assessing the needs and then the conversations with local auto dealers and furniture stores and others are much more holistic now. We go in with our digital ad sellers and our television ad sellers with a suite of product offerings to help them grow their business and like I said we are using the best available rather than just pushing a particular product on an a la carte basis.

Great. That's very helpful. Thank you.

We will take our next question from Davis Hebert with Wells Fargo.

Thanks for fitting me in. I appreciate it. Just wanted to go back to the capital market activities you did, the redemption of the 6 7/8% and the pay down of the term loan. I just wonder if Tom, if you could give us an update cash balance after that and are you into the revolver anymore? I know you gave January 17 balance, just kind of an update after those activities.

Well the $3 million revolver balance is an allocation of some of the $175 million to one of our sidecar partners. The Nexstar balance under the revolver is the zero. On January 17 the cash balance was approximately $750 million subsequent to that obviously we made approximately $545 million bond repayment, which includes the premium, $75 million term loan B voluntary reduction.

We had the last payment on the West Virginia acquisition at the end of January, current cash balance is somewhere in the mid-eight figure amount. So we are working through the consolidation of the Media General and Nexstar cash management systems and are close to getting that integrated so we will be able to drive our cash balances down even further. Is that responsive to your question?

Mid eight figure. Is that mid-$8 million?

No mid-eight figure is anywhere between $10 million and $99 million.

I see. Okay. I've got it. That makes sense.

That is your Robert Morris banking training, that's my banking training coming back in.

Understood. And then just so I understand kind of the trajectory of leverage here. You said that the covenant leverage based on the close of the deal is 4.8 times and I believe that is after the pay down of the bonds and the term loan. Is that apples to apples to the high 4 times and then mid-3s or are we talking about different EBITDA figures?

No. Those are all based on covenant EBITDA.

Which is LTM, is that right?

That is correct.

Okay. That is helpful. My last question is just on the digital piece, I know legacy Nexstar was down in the quarter. Media General was sort of flattish and it seems a little bit inconsistent. Just curious if you could walk us through what is going on in the digital side of things?

It is primarily a comp issue as it relates to our programmatic digital company that if you will remember a year ago fourth quarter Facebook was announcing the potential closing of their LiveRail platform to outside exchanges and that was a primary source of supply to our programmatic company. And so they have had to rebuild that and are up against much lower comps in 2017 versus 2016 but I think a lot of people were crowding in before the train left the station and so we had a record quarter up against a not so record quarter with one piece of our business, is the primary driver there.

Got it. Okay. Thanks so much.

We will take our last question from Barry Lucas with Gabelli & Company.

Thanks very much for squeezing me in and good morning. Just I guess two quickies. One, Perry, would be given the exposure you have in the oil patch just wondering if you have seen any uptick in the local economies or local stations in some of the areas where there seems to be some greenshoots in exploration and drilling?

Sure. I would say that in Midland, Texas, which is right smack in the middle of the Permian basin, activity has remained very strong. It is on the margin cheaper to extract that gas and oil then it is up in North Dakota. But even North Dakota at $56 a barrel has started to ramp up production again.

There is still even when prices were down, there were shortage of oil-field services workers to service the wells that had already been sunk. And so I would say that the economies in West Texas are particularly healthy and in Western Pennsylvania are pretty healthy and in North Dakota I think it is coming back from a very high level and ramping back up again but it is not yet at the peak levels that we experienced a couple years ago.

Great, thanks. Last one for me is on regulatory change, where do you think Nexstar has the most leverage given the number of JSAs and SSAs that you have had over the year? Is it lifting the cap, changing the voice test, being able to own two big fours or -- I forgot the last one at this point, the UHF discount?

Sure. I think all of the above are extremely helpful to us. The reimposition of the old JSA rules is extremely helpful because it allows us to think about acquisitions and potential overlap in divestitures differently than we were able to with Media General transaction.

The UHF discount being re-imposed and then ultimately of raising or elimination of the national ownership cap would be very helpful to growing our scale. And the eight-voice test and the top four exclusionary rule, if repealed or modified, would increase the amount of stations we could own and not necessarily decrease the number that we would be in a position to have to operate through JSA/SSA type relationships.

I think they are all related. I think the biggest one would be the UHF discount in the short term and continue modification of the end market rules would be helpful to us. Although the JSA remand to the way things used to be was extremely helpful to us in terms of thinking about opportunities in the market that heretofore were not available to us.

Great. Thanks so very much.

Thank you.

This concludes today's question-and-answer session. I would now like to turn the conference back to our speakers for any additional or closing remarks.

Thank you all for joining us today. We look forward to joining you again in three months time to report on our continued progress of the integration of Media General and our first quarter results. Have a great afternoon.

This concludes today's conference. Thank you for your participation.