13 Stations Affected as Cox Has Yet to Reach
Distribution Agreement with Nexstar Broadcasting
Effective 11:59 p.m. local time on January 29, cable TV provider
Cox Communications (“Cox”) dropped the network and local community
programming for 13 stations impacting viewers in nine markets. The
action follows Cox’s refusal to reach a new distribution agreement
allowing the cable television provider the right to continue to air
the highly rated programming from the stations’ owner, Nexstar
Broadcasting Group, Inc. (Nasdaq:NXST) (“Nexstar”).
Nexstar deeply regrets Cox’s ill-advised action which deprives
viewers in the affected markets of broadcasts of leading network
content from ABC, CBS, FOX, NBC, CW and MyNetworkTV as well as
local news and other programming produced specifically for these
local communities. Viewers affected by the loss of service from Cox
have several alternatives to continue watching their favorite shows
including other local cable providers, DISH, DirectTV,
over-the-air, and services including Verizon’s FIOS and AT&T
U-verse.
The development is highly unusual for Nexstar but more common
for Cox. Nexstar has established a long-term record of completing
hundreds of agreements with multichannel video programming
distributors (“MVPDs” or cable TV, satellite TV, telecom companies)
for the carriage of its television stations and is proud of the
fact that it has had no material service interruptions related to
distribution agreements since 2005. In contrast, Cox is routinely
involved in disputes with content providers and since 2012 has
dropped network and local community programming from five other
station owners as a result of its refusal to agree to fair and
reasonable market terms to carry some of the most highly rated
programming on television. Notably, in addition to its cable
television service business, Cox is also a television station owner
and in this capacity had two disputes in 2014 with MVPDs.
Nexstar has received support from industry experts regarding its
right to receive fair compensation for its programming including
the following statement from a former FCC official, “No such thing
as a blackout in today's world. Any viewer with a digital TV and
antenna can watch television -- for free. It's only when MVPDs
choose to stop transmission that consumers get harmed. Broadcasts
are always on.”
For the last five months (including a one month extension),
Nexstar has been negotiating in good faith to establish a mutually
agreeable contract with Cox. Significantly, Nexstar has offered Cox
the same rates it offered to other large distribution partners with
whom it successfully completed negotiations with in December. In
response, Cox publicly disparaged Nexstar and misled viewers as
well as legislators and regulators, the investment community and
the public at-large (Nexstar set the record straight on January
28).
Nexstar is committed to consistently elevating the level of
service provided to local communities in the markets it serves
across the United States by making meaningful capital investments
to expand local news, lifestyle, sports, weather and other
programming and enhancing station infrastructure, production
resources and technologies. Nexstar regrets that Cox is willing to
hold its paying subscribers hostage because it won’t agree to fair
and reasonable terms for viewers’ favorite programming.
Nexstar remains eager to complete an agreement with Cox
consistent with those it has made with every other cable, satellite
and telco provider in order to end Cox’s action that is both
unnecessary and punitive to its subscribers.
About Nexstar Broadcasting Group, Inc.
Nexstar Broadcasting Group is a leading diversified media
company that leverages localism to bring new services and value to
consumers and advertisers through its traditional media, digital
and mobile media platforms. Nexstar owns, operates, programs or
provides sales and other services to 103 television stations and 54
low power and digital multicast signals reaching 62 markets or
approximately 18.0% of all U.S. television households. Nexstar’s
portfolio includes primary affiliates of NBC, CBS, ABC, FOX,
MyNetworkTV and The CW and multicast affiliates of Telemundo,
Bounce TV, Me-TV, LATV, Estrella, This TV, Weather Nation Utah,
Movies! and News/Weather. Nexstar’s community portal websites offer
additional hyper-local content and verticals for consumers and
advertisers, allowing audiences to choose where, when and how they
access content while creating new revenue opportunities.
Pro-forma for the completion of all announced transactions
Nexstar will own, operate, program or provide sales and other
services to 171 television stations and their related low power and
digital multicast signals reaching 100 markets or approximately 39%
of all U.S. television households. For more information please
visit www.nexstar.tv.
Additional Information
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. In connection with
the Agreement and Plan of Merger, by and between Nexstar
Broadcasting Group, Inc. (“Nexstar”), Media General, Inc. (“Media
General”) and Neptune Merger Sub, Inc. (“Merger Sub”), Nexstar and
Media General intend to file relevant materials with the U.S.
Securities and Exchange Commission (“SEC”), including a
Registration Statement on Form S-4 to be filed by Nexstar that will
contain a joint proxy statement/prospectus. INVESTORS AND SECURITY
HOLDERS OF NEXSTAR AND MEDIA GENERAL ARE URGED TO READ THE
REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. Investors and security holders will be
able to obtain free copies of these documents (when available) and
other documents filed with the SEC by Nexstar or Media General
through the web site maintained by the SEC at http://www.sec.gov.
In addition, the joint proxy statement/prospectus (when finalized)
will be mailed to stockholders of Nexstar and Media General.
Certain Information Regarding Participants
Nexstar and Media General and their respective directors and
executive officers may be deemed to be participants in any
solicitation with respect to the proposed transaction under the
rules of the SEC. Security holders may obtain information regarding
the names and interests of Nexstar’s directors and executive
officers in Nexstar’s Annual Report on Form 10-K for the year ended
December 31, 2014, which was filed with the SEC on March 2, 2015,
and Nexstar’s proxy statement for the 2015 Annual Meeting of
Stockholders, which was filed with the SEC on April 24, 2015.
Information about Media General’s directors and executive officers
is available in Media General’s definitive proxy statement, dated
March 13, 2015, for its 2015 annual meeting of shareholders. These
documents can be obtained free of charge from the web site
indicated above. Additional information regarding the participants
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the Form S-4
and the joint proxy statement/prospectus that Nexstar will file
with the SEC when it becomes available.
Forward-Looking Statements
This communication includes forward-looking statements. We have
based these forward-looking statements on our current expectations
and projections about future events. Forward-looking statements
include information preceded by, followed by, or that includes 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, the ultimate outcome and benefits
of any possible transaction between Nexstar and Media General and
timing thereof, and 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 timing to consummate the proposed
transaction; the risk that a condition to closing of the proposed
transaction may not be satisfied and the transaction may not close;
the risk that a regulatory approval that may be required for the
proposed transaction is delayed, is not obtained or is obtained
subject to conditions that are not anticipated, the impact of
changes in national and regional economies, the ability to service
and refinance our outstanding debt, successful integration of Media
General (including achievement of synergies and cost reductions),
pricing fluctuations in local and national advertising, future
regulatory actions and conditions in the television stations'
operating areas, competition from others in the broadcast
television markets, volatility in programming costs, the effects of
governmental regulation of broadcasting, industry consolidation,
technological developments and major world news events. Unless
required by law, Nexstar undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed
in this communication might not occur. You should not place undue
reliance on these forward-looking statements, which speak only as
of the date of this release. For more details on factors that could
affect these expectations, please see Media General’s and Nexstar’s
filings with the Securities and Exchange Commission.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160130005012/en/
Nexstar Broadcasting Group, Inc.Elizabeth Ryder,
972-373-8800Senior Vice President & General CounselorJCIRJoseph
Jaffoni / Jennifer Neuman, 212-835-8500nxst@jcir.com
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