Nexstar Media Group, Inc. (NXST)
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May 8, 2026, 11:18 AM EDT - Market open
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M&A Announcement

Aug 19, 2025

Operator

Today, welcome to the Nexstar Media Group conference call. Today's call is being recorded. I'll now turn the call over to Joe Jaffoni from Investor Relations. Please go ahead.

Joe Jaffoni
Founder and President, JCIR

Thank you, Rob, and good morning, everyone. We'll do management's presentation and comments momentarily, as well as your Q&A. During the Q&A session, we ask that everyone please limit themselves to one question and one follow-up. I'll now review the safe harbor disclosure, and then we'll get right into the call. All statements and comments made by management during this conference call, other than statements of historical fact, may be deemed forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995. Nexstar cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those reflected by the forward-looking statements made during this call. For additional details on these risks and uncertainties, please see Nexstar's annual report on Form 10-K for the year ended December 31st, 2024, as filed with the U.S.

Securities and Exchange Commission and Nexstar's subsequent public filings with the SEC. Nexstar undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. A presentation is available on Nexstar's website, www.nexstar.tv, in the Events and Presentations section, which management will review and refer to on today's call. Nexstar's forward-looking statements policy can be found on page two of the presentation, along with reference materials that may be filed with the Securities and Exchange Commission. Nexstar encourages you to read these materials as they are filed because they contain important information about the transaction. It's now my pleasure to turn the conference over to your host, Nexstar Founder, Chairman, and Chief Executive Officer, Perry Sook. Perry, please go ahead.

Perry Sook
Founder, Chairman, and CEO, Nexstar Media Group

Thank you, Joseph, and good morning, everyone. Thanks for joining us. Mike Biard, our President and Chief Operating Officer, and Lee Ann Gliha, our Chief Financial Officer, are here with me this morning. Today's announcement is a moment that I've been waiting for since founding Nexstar almost 30 years ago. A rare opportunity to take a major step forward in shaping the future of our business and of the local broadcast television industry. From the very beginning, we built the company through value-building M&A, executed with a proven playbook, and grounded in our steadfast commitment to localism. The proposed acquisition of TEGNA . reflects the next chapter in Nexstar's growth story.

With more than 40 acquisitions behind us, I'm proud to say that many of the same talented team members responsible for the company's impressive track record of success are still with us today, operating with the same level of focus, rigor, and dedication to serving our local communities. Over time, we've added new talent to our executive and senior leadership teams, who have only elevated Nexstar's resources and capabilities. We've surveyed the landscape for potential acquisitions, and while the market is ripe with other opportunities, TEGNA is the ideal partner for Nexstar and vice versa, and it fits squarely within our strategic framework for growth. TEGNA strengthens Nexstar's position as a leading local media company with a high-quality portfolio of stations and digital assets, award-winning news and local programming, and a shared commitment to high-quality local journalism.

The combined company will generate over $8 billion in revenue and $2.6 billion of EBITDA based on the reported results on an annualized basis for the last eight quarters. Financially, this will put Nexstar in the same league as FOX and Paramount in terms of EBITDA, solidifying our position in the broader industry conversations in a real and meaningful way. The strategic rationale behind the proposed transaction aligns with the core principles that have guided our past acquisitions, each representing a compelling opportunity to enhance the scale, geographic reach, and community impact of our media assets while delivering tremendous value to our shareholders. We believe the combined company will offer significant benefits to our local communities, the local broadcast industry, and to our shareholders alike.

In the age of fake news, audiences rely on our stations and local digital platforms more than ever to deliver balanced, accurate, and timely news coverage, in-depth investigative reporting, balanced political assets, and essential information. While local broadcast stations face almost limitless competition for audience and advertising in today's media marketplace, the enduring strength of our proprietary local news and local programming remains the foundation of all other factors that have contributed to the long-term success of our company and our industry. However, big tech's outsized control over video monetization, enabled by market dominance and regulatory inequity, has significantly impacted our industry and many others. The research firm Borrell Associates estimates that digital advertising in local markets is greater than $100 billion, more than the magnet estimates of total advertising on local linear television of just $25 billion. Moreover, nearly two-thirds of all U.S.

digital advertising dollars in 2024 went to just five big tech companies, according to EMARKETER. The environment is ultimately anti-competitive and incompatible with free market principles, and it works against the public interest by diverting resources away from local journalism. At the same time, big media conglomerates increasingly seek to control every layer of the media supply chain, along with an outsized monetization advantage that threatens to crowd out diverse local voices. The transaction meets the deregulatory moment where it is, and we believe the case is compelling. We said before that arbitrary limitations on local broadcast ownership can no longer make sense in today's media economy. We're grateful that the Trump administration and FCC Commissioner Brendan Carr, Chairman Brendan Carr, recognize the urgent need for meaningful regulatory relief, both in eliminating the national ownership cap and revising in-market ownership rules.

The recent actions taken thus far, including the FCC move in mid-July to refresh the record on the national ownership cap, and the precedent recently set in the Eighth Circuit Court vacating the top four rule, which prohibits any owner of television broadcast stations from owning two of the top four rated stations in the local market, give us conviction of the merits of our transaction. We plan to engage proactively with the regulatory agencies, and we're prepared to lean into a new regulatory framework that reflects today's market realities. From an operational perspective, the proposed transaction combines two best-in-class broadcast companies that share an unwavering commitment to localism, innovation, and fact-based journalism. TEGNA will add 64 leading local television stations, primarily in the top 75 DMAs, to our broadcast portfolio, increasing Nexstar's reach through the addition of important DMAs, including Atlanta, Seattle, and Minneapolis.

The transaction also enhances our local presence, enabling us to continue to provide core local news programming that is in the public interest. TEGNA also significantly advances Nexstar's growing digital opportunity through increased scale and reach, as well as OTT marketing services through PREMION, which will strengthen our digital product offerings and the company as a whole. From a financial perspective, for TEGNA shareholders, the all-cash consideration of $22 per share reflects a 31% premium over TEGNA 's unaffected 30-day average stock price as of August 8, 2025, the day prior to media speculation regarding a potential Nexstar-TEGNA deal. For Nexstar shareholders, we've identified approximately $300 million of synergies from a combination of revenue synergies and net operating expense reductions based on our estimates for 2025 that are all expected to be realized in the first year following the transaction close.

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, the deal is expected to be more than 40% accretive to Nexstar's standalone adjusted free cash flow and more accretive than a standalone share repurchase program. With our expanded operating base, integration expertise, and a well-defined plan for significant synergy realization, the transaction will result in only a minimal increase in Nexstar's pro forma net leverage. Nexstar has a stellar long-term record of growth through accretive acquisitions. The playbook we've executed to make those transactions successful, improving and increasing local content, executing on identified synergies, quickly deleveraging our balance sheet with free cash flow post-close, are all the same opportunities and strategies that we will use in connection with this transaction.

With committed financing and a plan for significant synergy realization, the combined equity will be poised for growth, leverage reduction, and the enhancement of shareholder value. In summary, this is a defining moment for our company, for local broadcasters, and for our viewers and advertisers. A bold step forward that accelerates our growth strategy, strengthens our leadership position, and sets the stage for an incredibly bright future ahead for Nexstar . As the third largest shareholder of the combined company, I want to emphasize how deeply committed I am to seeing this transaction through and delivering on the full value that we expect for TEGNA and Nexstar shareholders, as well as the communities we serve. This is more than just a strategic move.

It's a continuation of our vision to build a stronger, more competitive local media company, and I'm proud to be leading that effort once again. With that said, let me turn the call over to Mike Biard to review the operational highlights. Michael?

Michael Biard
President and COO, Nexstar Media Group

Thank you, Perry, and good morning, everyone. Let me begin by saying that we are confident that the proposed acquisition will create substantial and immediate value for both company shareholders while also advancing the public interest by improving the viability of local broadcast journalism across a broader set of communities and enabling a more variety of competitive local and national broadcast and digital advertising solutions. In addition, there are several operating and strategic benefits we expect to derive from the proposed transaction. First, it will combine two broadcasters with a common commitment to localism and quality journalism. It will increase Nexstar's operational and geographic diversity and scale. Upon closing, the combined company, together with partners, will have 265 full-power television stations across 44 states and the District of Columbia. We will operate in 132 of the country's 210 DMAs, reaching approximately 80% of U.S. television households.

We will increase our presence in the largest DMAs with stations in 9 of the top 10, 41 of the top 50, and 82 of the top 100 DMAs. Additionally, TEGNA brings eight CW affiliates to our station portfolio, which continues to benefit the company at several levels. Second, we will enhance our local presence in 35 of Nexstar's existing DMAs where our station's footprint overlaps with TEGNA , enabling operational efficiencies that result in stronger local businesses. Third, the transaction will extend and deepen Nexstar's presence in contested election markets with the addition of strong Big Four affiliates in key swing states, including Phoenix, Arizona, Atlanta, Georgia, Toledo, Ohio, and Portland, Maine. The addition of these stations enhances our political advertising opportunity, particularly in even-numbered election years. We and TEGNA

are already aligned in our dedication to providing communities of all sizes with the best programming and dedicated fact-based local journalism, along with innovative digital products and marketing solutions for local viewers and advertisers. Together, our stations earned 111 Regional Edward R. Murrow Awards for outstanding journalism and exceptional locally produced news programming in 2025. The addition of TEGNA 's robust news operations will increase the breadth of Nexstar's distinctive local news model, which allows us to harness our deep local connections to distribute widely the sort of comprehensive and extended coverage only local journalists can provide. From a business operations standpoint, the Nexstar team brings deep experience across the organization at integrating assets of this scale onto our platform.

Nexstar's successful integrations of Media General, Tribune, and The CW were driven by rigorous pre-closing preparation, in-depth operational assessments, and a clearly defined integration plan executed by a combination of experienced executive leadership and proven regional and local teams. We are confident that our proven playbook will enable us to extend our strong long-term record of value creation in connection with this transaction as well. With that, it's my pleasure to turn the call over to Lee Ann for the financial review. Lee Ann?

Lee Ann Gliha
EVP and CFO, Nexstar Media Group

Thank you, Mike, and good morning, everyone. Before providing a review of the financial and deal highlights, as noted earlier, we've made an investor presentation available on our website at nexstar.tv. It's under the Webcasts and Presentations section on the site, and we encourage you to review that along with this morning's press release. From a financial perspective, on a combined basis for the last eight quarters annualized ending June 30th, 2025, Nexstar, together with TEGNA , would have combined net revenue of $8.1 billion and combined adjusted EBITDA before stock-based compensation of $2.56 billion. Both figures exclude anticipated one-year net synergies of approximately $300 million. As Perry mentioned earlier, that $300 million of synergies we expect is consistent with our playbook and reflects revenue synergies, station-level corporate overhead cost savings, and are based on our analysis of the aggregated TEGNA 2025 plan.

In total, the $300 million synergy figure reflects about 37% of TEGNA .'s adjusted EBITDA for the last eight quarters annualized, which is in line with the synergies we were able to achieve in connection with our last large acquisition of Tribune Media. Just like in Tribune, we anticipate being able to realize substantially all the synergies in the first 12 months post-closing, and we've incorporated the cost to achieve these synergies in our transaction value. We plan to finance the cash equity purchase price and the refinancing of TEGNA 's debt with new committed debt financing from our bank group led by BofA, JP. Morgan, and Goldman Sachs. After giving effect to the transaction and the occurrence of the transaction-related debt, transaction expenses, and expected synergies, Nexstar expects that the net covenant compliance leverage ratio to be approximately four times on an L8 QA basis at closing.

Consistent with past transactions, Nexstar initially intends to allocate excess free cash flow to repay debt. We anticipate deleveraging to current leverage levels, which was about 3.2 x on an L8 QA basis for the quarter ended June 30th, 2025, by 2028. As you have seen from our prior transactions, we have a track record of increasing leverage at closing, but then redeploying our excess cash flow to repay debt. Since the acquisition of Tribune in 2019 for over $6 billion, we repaid over $2 billion of debt. While our shareholders will not benefit from share purchases until our leverage is reduced, our shareholders will benefit from what we believe to be a highly accretive transaction.

As Perry mentioned, 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, we believe the deal will be more than 40% accretive to Nexstar's standalone adjusted free cash flow and more accretive than share purchases on a standalone basis. Shareholders will continue to benefit from the strong dividend yield that we do offer with our stock. We do intend to continue to pay the dividend, subject as always to ongoing board approval. In addition, upon closing, Nexstar shareholders will benefit from the enhanced scale, reach, and capabilities of one of the nation's leading diversified media companies, supported by a strong financial foundation, meaningful growth opportunities, and a proven management team with a record of value creation.

On a personal note, I just want to reflect on the pride I have working here for this company under this leadership. All along his career, Perry's been a leader, not only improving the business of broadcasting, but maintaining an ironclad commitment to providing the important unbiased local journalism to serve the communities we are in. In the late 1990s, Perry and Nexstar pioneered the JSA-SSA structures to improve operational synergies. In the mid-2000s, Perry and Nexstar were the first to secure material cash payments for retransmission consent. Now Perry and Nexstar are the first to work to push open the door to benefit from the expected changes in the regulatory landscape. I, for one, am excited to see what's possible next. With that, I'll open up the call for questions. Operator, can you go to our first question?

Operator

Yes, thank you. To ask a question at this time, you may press star one. The confirmation tone will indicate your line is in the question queue. You may press star two if you'd like to withdraw your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Thank you. Our first question comes from the line of Steven Cahall with Wells Fargo. Please proceed with your questions.

Steven Cahall
Managing Director and Senior Analyst, Wells Fargo

Thank you. First, just a two-parter on regulatory. I think the FCC is still in its comment and reply period on the TV ownership rules. I was just wondering how you think about their new framework and how this deal fits into that. I know that the DOJ is another part of looking at things. I know the top four has been vacated, but do you think there's any potential for the DOJ to look at some of the in-market concentration and find anything that you might need to think about divesting? A quick follow-up is I was wondering if there's a go-shop period for TEGNA , or is the current price and terms pretty much final as far as we know? Thank you.

Perry Sook
Founder, Chairman, and CEO, Nexstar Media Group

We'll start from the bottom up on that, Steven. There is no go-shop period. As I mentioned in an earlier interview, both boards voted last night unanimously to approve the transaction, and that was with other rumors in the marketplace. We feel very, very positive about moving forward to the regulatory approval process. I think I'd start by saying we're grateful that Chairman Carr and the Trump administration recognize the need for meaningful regulatory relief, lifting the national ownership cap, and revising the in-market ownership rules. The actions that have been taken thus far in refreshing the record on the national ownership cap, and by the way, the comment period closes in three days, the reply comment period, and then the FCC will take it under advisement and I think decide what their ultimate path forward is.

The Eighth Circuit Court, which in July gave us clarity on elimination of the prohibition against owning two of the top four rated stations in a marketplace. We expect that all of those processes will move forward during the pendency of the transaction. We feel very confident, as I said earlier, we're meeting this deregulatory moment where it is, and we will work together with regulators as they consider modifying and repealing outdated rules and regulations, both at FCC and DOJ, or redefining either television or redefining the marketplace, given today's marketplace realities. We look forward to having constructive conversations. We've hired economists that will help base our argument in fact. That process obviously begins today, and it will be a process of somewhere between six and 12 months going forward.

Steven Cahall
Managing Director and Senior Analyst, Wells Fargo

Thank you.

Operator

The next question is from the line of Dan Kurnos with The Benchmark Company. Please proceed with your questions.

Dan Kurnos
Senior Research Analyst, The Benchmark Company

Yeah, thanks. Good morning. First, obviously, congrats. The deal benefits are obvious here, I think. Perry, just to follow up on Steve's question, do you think Congress needs to get involved with the cap raise, and does this preclude you from looking at any other assets until the deal closes? On the synergy side, is there any way to kind of parse out how we're thinking between the revenue versus cost synergies? We know TEGNA obviously was underinvested in as they went through their prior process. Just how you're thinking about the synergy makeup would be helpful. Thank you.

Perry Sook
Founder, Chairman, and CEO, Nexstar Media Group

I would say over the course of the first eight months of this year, I've spent a lot of time in Washington, DC, both on the Hill and at the regulatory agencies, both DOJ and with folks at the FCC, talking about the need for deregulation. Generally, we've not been transaction-specific, but I can tell you, particularly on the Hill, everybody gets it. Nobody can defend the current rules as they stand. Having said that, I don't think that congressional action is necessary to affect changes in media ownership rules. We think the FCC has that authority to move forward on their own. Obviously, the FCC will have to agree with that, and we don't want to presume where the Chairman will come out in his national ownership proceeding.

Having said all of that, we feel that when you consider our competition, which is big tech, and that digital advertising is four times what local advertising is, and big tech is now into the sports rights business, into the advertising business in the local marketplaces, to artificially hold down or constrain local media, who we think we are the last bastion of local journalism in our marketplaces in any meaningful way, is certainly not in the public interest to do that. We don't think anyone wants their news delivered by a chatbot. That's where we're headed if we can't become a bigger company, a stronger company, to attempt to compete with big tech, at least on a level playing field in the United States. With that, I'll let Lee Ann speak to the synergy question.

Lee Ann Gliha
EVP and CFO, Nexstar Media Group

Yeah, so Dan, the synergy playbook here is very similar to the playbook that you've seen us execute in the past, right? It's a combination of contractual retrans synergies, it's corporate overhead synergies, and it's station-level synergies. When you sort of look at, you know, I would just go back and sort of take a look at what we disclosed on the Tribune side and use that as your guidepost in terms of allocation.

Dan Kurnos
Senior Research Analyst, The Benchmark Company

Okay, thank you both.

Operator

Our next question is from the line of Benjamin Soff with Deutsche Bank. Please proceed with your questions.

Benjamin Soff
Analyst, Deutsche Bank

Good morning. Thanks for the question. You mentioned this deal enabling you to better compete with big tech and media. Can you talk a bit more about that dynamic and how this transaction enables you to compete more effectively against those larger operators? On synergies, I'm wondering how much of the synergy target is coming from overlapping stations and markets. That's obviously a new opportunity compared to your deals in the past. Thanks.

Perry Sook
Founder, Chairman, and CEO, Nexstar Media Group

Sure. This transaction pro forma would create a company, a combined company that would have geographic reach of approximately 80% of the United States population. That's without giving effect for any UHF discount or anything like that. We think that building out our scale of local television stations to perhaps approximating a ubiquitous reach in the United States or something into that neighborhood gives us the platform to be able to consider things that we can't today. I mean, we can't bid for games on Christmas Day or Thanksgiving night or any of the sort with a platform that is constricted by the current regulations. We think being able to compete for content, competing with advertising, we can amortize our national sales organization across a larger base of stations, which allows us to continue to have a robust sales effort.

On the journalism side, the combined company will produce 450,000 hours annually of local content. That's meaningful. Everyone wants access to that content. Big tech would like to have access without any compensation, meaningful compensation whatsoever. As I said in an earlier interview, the distribution business is all about scale. You need to be important to your distribution counterparties, both at the network level and at the MVPD level. We think we can have constructive conversations with this station group growing to this size. I would say that we're going to be laser-focused on regulatory approval, completion, and integration of this acquisition. On the other side of that, it doesn't preclude us from looking at other acquisitions. I think there are other transactions that are out there, or at least announced that were out there. They are various levels of interesting to us.

This was the most meaningful in terms of driving scale, driving meaningful free cash flow accretion, and meaningful benefits to our shareholders. I would also say that if you look at Tribune as an example, when we acquired the Tribune stations, we have increased in total now the amount of local programming those stations do by approximately 30%. We see opportunities to do that here, where, for example, where I'm speaking to you in Dallas, TEGNA owns the ABC affiliate, a very strong and successful station. We own the CW affiliate that has no real local news presence whatsoever. We will have the opportunity to leverage the existing newsroom of WFAA to be able to launch more robust local news in time periods that are not competitive with the TEGNA station on the current Nexstar station, which is KDAF, the CW affiliate here.

Repeat that time and again across the 35 overlap markets, and you can see that not only are there cost synergies of running two newspapers off of a single printing press, if you will, but also there will be content expansion opportunities, therefore, leading to revenue opportunities for more local content. That's been consistent with our playbook of acquisitions for time immemorial, and we see repeating that same opportunity and that same strategy here.

Benjamin Soff
Analyst, Deutsche Bank

That's helpful. Thank you.

Lee Ann Gliha
EVP and CFO, Nexstar Media Group

The overlap of the synergy in terms of the overlap markets, there's a high percentage of overlap markets here. It's like 35 of their 51 stations are overlapped. By definition, if you just look at that percentage, it's like 70% of their markets are overlapped. By definition, there will be a good chunk of synergies from a variety of different areas, including corporate as well.

Benjamin Soff
Analyst, Deutsche Bank

Got it. Thank you.

Operator

Our next question is from the line of Jason Mason with Citi. Please proceed with your questions.

Jason Mason
Enginer, Citi

I just had two quick questions. Your presentation says the pro forma entity will cover 80% of U.S. households. If you included the 50% UHF discount as it exists today, would you happen to know what that number is? I.e., the 80% is what number? My second question is, you guys have in the past been quite excited about ATSC. I just wonder if you could take a second and talk about what this transaction might mean for the evolution of that technology and your deployment of it.

Lee Ann Gliha
EVP and CFO, Nexstar Media Group

If we reduce or take the UHF discount, and this 80% includes our partner stations. Including the partner stations, it would take that down to 60%, about 60%.

Jason Mason
Enginer, Citi

Okay, thank you.

Michael Biard
President and COO, Nexstar Media Group

With respect to ATSC 3.0, as you know, we're part of the EdgeBeam joint venture. TEGNA is not. The benefit of this acquisition will bring TEGNA 's 3.0 spectrum into our company and therefore into the benefit that EdgeBeam will derive from that. On a gross basis, that's about 10% more of the country that we pick up on spectrum.

Jason Mason
Enginer, Citi

Thank you.

Operator

The next questions are from the line of Craig Hubert with Huber Research Partners. Please proceed with your questions.

Craig Hubert
Equity Research Analyst, Huber Research Partners

Thank you. I've got a few questions. Let's go one by one. I'm just curious, how long have you two guys been talking with TEGNA about potentially doing this transaction? Are you able to talk about that?

Perry Sook
Founder, Chairman, and CEO, Nexstar Media Group

I think it'll probably all come out in the proxy, but it's been, if I say, several months.

Craig Hubert
Equity Research Analyst, Huber Research Partners

Okay. My next question, I'm sure we can wait for this, but I'm just curious, what is the break fee, the termination fee, if this deal did not go through for some reason? It's a question we get a lot from people on these sort of things.

Lee Ann Gliha
EVP and CFO, Nexstar Media Group

There's a regulatory break fee of $125 million, and that's in the merger agreement that was filed this morning.

Craig Hubert
Equity Research Analyst, Huber Research Partners

What happens if it doesn't have anything to do with regulation? Like if somebody else came in with a higher bid or something?

Lee Ann Gliha
EVP and CFO, Nexstar Media Group

They have to pay us a fee if they break the deal, which is a mercy of $120 million.

Craig Hubert
Equity Research Analyst, Huber Research Partners

Okay. My last question, I've asked you guys this in the past, but just so we can be on the same page here. When you merge potentially two stations in the same market, buy a second top four station in a market, how much does that raise, Lee Ann, the combined EBITDA margin when you buy that second station, top four station in a market?

Lee Ann Gliha
EVP and CFO, Nexstar Media Group

You know. It varies by market. I can't give you kind of a rule of thumb on that. If you think about it conceptually, you've got to think, okay, what are the revenues that will be there? You'll have some improvement in terms of contractual revenues. You'll still have your affiliation fees, whatever that contract says. You'll have your news costs, and then everything below the news costs, you can look at if there's some kind of form of rationalization with respect to that. Performing markets and not as good performing markets really make that hard to give you kind of a rule of thumb.

Perry Sook
Founder, Chairman, and CEO, Nexstar Media Group

Just in the real estate alone, in the 35 overlap markets, both companies either own or lease facilities and can consolidate into one. We've done some preliminary diligence on that and think there is a substantial opportunity to sell one of the two facilities in markets where they're both owned. We need to do more diligence, and that's not included in our synergy number. It's just things like that that add up one upon the other. Those are all things that we have done before and all things that we will do here. The in-market synergy opportunities will be an integral part of this and probably a slightly higher percentage of the total synergies than in precedent transactions, given the number of overlap markets that we have.

Craig Hubert
Equity Research Analyst, Huber Research Partners

Thank you.

Operator

Our next question comes from the line of Alan Gould with Loop Capital Markets. Please proceed with your question. Mr. Gould, your line is live for questions. Perhaps you're muted.

Alan Gould
Analyst, Loop Capital Markets

Thank you. Sorry about that. A few questions here. First, you said that the deal would be about 40% accretive to standalone free cash flow. Is that off of last eight quarters annualized? 2025 estimate? You know, what's the base there? Let me start with that one.

Lee Ann Gliha
EVP and CFO, Nexstar Media Group

Yeah, that's based on actually the first year after closing. You can also do the same math just based on average of 2025, 2026 guidance, or sorry, consensus estimates and get to your own math on that in terms of the calculation.

Alan Gould
Analyst, Loop Capital Markets

Okay. Are there any station divestitures planned? In these overlap markets, are there some markets where you might have three or four stations in a marketplace?

Perry Sook
Founder, Chairman, and CEO, Nexstar Media Group

Yes, there are markets where we could have that station total. We have yet to engage with the regulatory agencies on a formal basis to have that discussion. My gut would tell me that if there are divestitures, it will have a minimal effect on the EBITDA of the company.

Alan Gould
Analyst, Loop Capital Markets

Okay. Last question. This one, you're talking about 37% synergy of the TEGNA EBITDA, and Tribune was 31%. I realize they're in the same zip code, but why is this one more accretive? Where's the additional synergy coming from?

Lee Ann Gliha
EVP and CFO, Nexstar Media Group

I'll take that. A couple of different things. In the numbers that we provided, we just provide that for an illustrative look. You have to also remember in the Tribune deal, we also have some divestitures that were not reflected there. If you actually took the divestitures out, the percentage would be a bit higher. The difference here too is, in that Tribune transaction, there was a fewer number of overlap markets than there are in this scenario.

Alan Gould
Analyst, Loop Capital Markets

Okay, congratulations on the deal.

Lee Ann Gliha
EVP and CFO, Nexstar Media Group

Thank you.

Perry Sook
Founder, Chairman, and CEO, Nexstar Media Group

I'll also add as a footnote, you know, versus the synergy number that we advertised at this call announcing the Tribune deal back in 2019 versus what we actually delivered, we overperformed the number. We have confidence that we'll be able to do that again in this transaction.

Operator

Our next question has come from the line of Patrick Sholl with Barrington Research. Please proceed with your questions.

Patrick Sholl
Research Analyst, Barrington Research

Hi. Thanks. I was just wondering if you could talk a little bit more on the leverage reduction timeline and just any sort of sensitivity to that on the ad market or just general subscriber trends.

Lee Ann Gliha
EVP and CFO, Nexstar Media Group

Yeah. I mean, look, the leverage reduction, we have a track record of, you know, our plan will be, you know, we'll lever up. We're going to then redeploy all of our excess cash flow to just trying to pay down debt as quickly as we can. That's our number one objective. That's what we've done every single time we've done a deal like this. We're basically redeploying that capital we were using to buy our own stocks to buy back, buy another company, increase the collateral weights, increase the size of the company, which is overall beneficial for both the debt holders and the equity holders of the company. The forecast that I have, it says that we will be back to our current leverage levels in 2028. That's just based on our current forecast, assuming trends in the advertising market and expected continued subscriber attrition.

If things change, the market gets better, the market gets worse, that could change that timeline. As Perry just mentioned a minute ago, what we think we can actually achieve on synergies will also impact that timeline as well. Thanks for teeing that up.

Patrick Sholl
Research Analyst, Barrington Research

Okay, thank you.

Operator

The next question is from the line of Aaron Watts with Deutsche Bank. Please proceed with your question.

Aaron Watts
Managing Director and Media, Entertainment, Cable, and Satellite Credit Analyst, Deutsche Bank

Hi. Thanks, Perry, Lee Ann, and the whole team. Congrats on this announcement. Eager to see you continue to grow and evolve the business. As you create a more national platform here, can you talk a bit more about how that may help you stem the leakage of advertising to digital players and perhaps relatedly push forward with selling broadcast advertising more like digital to cater to those buyers that exclusively place their buys on digital platforms?

Perry Sook
Founder, Chairman, and CEO, Nexstar Media Group

That's next on my to-do list, Aaron, to be quite honest with you. We will continue to build out this. You know, a network is nothing more than a national chain of connected distribution. If we have connected distribution through our station footprint, we can overlay whatever other national programming, whether it be CW or something we haven't thought of yet, across our platform to fill the non-news programming hours. We will also be, at the close of this transaction, the number one affiliate partner in terms of national reach of each of the Big Four plus CW national networks. It will create opportunities for us there to sell our wares and compete for programming on a more national basis. You're exactly right.

The next project, and Mike Biard and I have already been working on this, is there's no reason that broadcast as an industry needs to lose share. It is the superior value proposition. Reach is totally understood by sports leagues, by advertisers, by marketers, by business owners, and we have a superior value proposition in the advertising market. It's just that we have antiquated and inaccurate measurement. We have antiquated business processes that, quite frankly, it's more profitable for advertising agencies to place money digitally than it is with broadcast because of the administrative tax, if you will, that comes with being a good fiduciary of that buy. With this new combined company and not only the ad revenue, prior to the acquisition, it was reported by an analyst that we are the 18th largest seller of advertising in the world. That's before you add in TEGNA

to the combined company. We have a vested interest and a sense of urgency to figure this out, to begin to evolve to impression-based selling and outcome-based selling, and to get to that and get away from this antiquated demography measurement that is wholly inaccurate and wholly insufficient for our needs. If we have to invest in building a measurement system that actually works for our industry, we're happy to do that. We will invest in business processes to streamline the buy-sell and remove these administrative taxes on placing broadcast television, which is to say we'll be selling impression-based and selling a lot like digital. We can control whatever that CPM is, whatever that cost per impression is.

We have to modernize our processes and our measurement to compete on a level playing field because I think any advertiser you would speak to realizes the superior value proposition of what we sell. It's just too hard to buy. It is absolutely next on my to-do list of things to get done here in this company, not only as part of my legacy, but as part of contributing to the industry and added value to our shareholders to move forward here. You're reading my mail. I hope you're not reading my mail. Anyway, we are on exactly the same page.

Michael Biard
President and COO, Nexstar Media Group

I'll just add to that. I think specifically with respect to this transaction, TEGNA has made strategic investments inside their PREMION business. All the stuff that Perry was just talking about, we are optimistic that we can untap or we can unlock and tap additional synergies that aren't even factored into the numbers that we've been talking about this morning as we pair up the DSP that they have inside PREMION with the scale that the new company will bring.

Aaron Watts
Managing Director and Media, Entertainment, Cable, and Satellite Credit Analyst, Deutsche Bank

Oh, really helpful. Congrats again.

Operator

Thank you. We've reached the end of our question and answer session, and I'll turn the call over to Mr. Sook for closing remarks.

Perry Sook
Founder, Chairman, and CEO, Nexstar Media Group

Thank you all for joining us today. We're very excited about the transaction, and we look forward to updating you on our progress as well as reporting our third quarter results in November. Thank you very much for joining us today.

Operator

Thank you. This concludes today's conference. Let me disconnect your lines at this time. Let me thank you for your participation.

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