Okay. There we go. Okay.
Okay. Thank you. I'm Steven Cahall , Media Analyst at Wells Fargo. For our next fireside, I'm fortunate enough to be joined by Perry Sook and Lee Ann Gliha from Nexstar. There's a lot going on in the sector, so we'll dive right in. Perry, Nexstar has never been shy about making bold moves in M&A. You did Media General, you did Tribune, CW, and I think TEGNA, probably by enterprise value, is the biggest move you've made. Maybe even the boldest because the FCC is in the process of potentially making changes. I think you said that you're meeting them at the regulatory moment, something that Chairman Carr has kind of talked about all year long. So where are we, in your view, in terms of that process that you're meeting? What can we expect to happen next as we track the merger towards the deregulation?
Sure. Well, today, obviously, the Tegna shareholders had their special meeting and approved the transaction with a 98% affirmative vote. So we can check that box off. That's a positive step in the process. We will be completing the filing of our FCC applications any moment now. And that will then allow the FCC to begin their process now that the government's reopened. The DOJ was open during the pendency of the government shutdown. So we continued to submit documents, got our second request, are submitting the documents on that side. So all the processes that need to work are in the process of working. And now it just takes time to go through the regulatory machinery. And we will be responsive to their questions and information requests and continue to move toward the finish line.
And the FCC, I think we've been able to track, especially with Chairman Carr 's public appearances going back almost a year now. The DOJ, to me, has always been an agency that we have a lot less insight into in terms of how they think about things, and particularly how they look at station overlaps. So knowing the FCC duopoly rule has been vacated, what do you think has changed at the DOJ or could be changing in terms of how they may look at antitrust, since I think you've said that you expect the vestiges to be pretty minimal for the transaction?
The conversations that our team has had with their team have been constructive. The kinds of questions they've asked, they've been open to information and new information, which I think indicates a willingness and an interest in looking at all of this with an open mind, which is very positive.
And when I met with the DOJ earlier this year, which was before we had come to terms and announced the Tegna transaction, just talking about the regulatory environment, when we talked about the rules, I said, "You either need to define television differently or your definition of market needs to change." When you look at all the competitive forces, particularly of big tech that now is Amazon is marshaling local advertising sales forces in local markets, in addition to taking sports rights, content, talent, and they can reach every screen in America, whether it's in your pocket or in your car or in your living room. And we're kept small to 39%. Yet we have these public interest obligations. We provide local news. And we think it's in the national interest that you support this industry and allow it to survive and prosper.
And my two remarks I always make are, no one wants their news delivered by a chatbot, which if we don't make any changes, that's where we will ultimately end up. And big tech doesn't lead a coat drive in Dayton, which we announced yesterday, and lead flood relief or SNAP benefit relief in West Virginia. And our local news people live in their local communities. They're pillars of the local community. And I think that that service that we provide of content and B2C communication is essential. And I think the Republic would have a vested interest in retaining a free and independent press. And so there's no one that I have met that can defend the current rules with a straight face. But they'll realize the rules need to change.
What we're trying to do now is give them the motivation to act on them rather than just hypothetically discuss them. I think we'll meet that moment. I think the government and the agencies, and I don't want to prejudge anybody's outcome, but the Trump administration and Brendan Carr at the FCC have indicated their interest and willingness in deregulating. They want to be pro-business, pro-economic growth, and realize that local press is always accounted for as the most trustworthy of all the sources for news and information. So that's what we provide. We think that the intersection of all of those things coming together is the moment that we're trying to take full advantage of in terms of bringing this transaction to the fore.
I mean, it's interesting that while I think the FCC process gets the most attention, a change to the DOJ could have just as big of an impact on the industry and the ability to consolidate. So because we can kind of see what the Chairman's viewpoint is, what do you think will be the first proof point that we kind of see where the DOJ is in this regulatory moment?
Yeah. I don't know that there really is one because the DOJ is a, I mean, the process there is private. Where the FCC, the filings are public, public can comment on them. We can reply to those comments. There's no process like that at the DOJ, so I think that the next point is when we certify that we have complied with all of the information requests contained in the second request letter, and then that will start again their 30-day clock under HSR to determine whether they want to further contest or we'll let the transaction stand to be approved.
TEGNA will undoubtedly require a lot of integration work. I think it's something you've built some muscle memory in over the years with the acquisitions. I think you've also indicated that this isn't probably the last transaction that you intend to pursue. How do we just think about post this transaction, sort of pro forma for what the company will look like? What do you start to prioritize from there? Is it national networks that complement the CW, news like NewsNation, larger DMAs, just anything that would be at the top of your agenda?
Yeah. Look, I think we are, I always say we can desire what we want to desire, but you always have to have a willing seller if you are going to complete a transaction. So part of what the calculus is, is what's available for us to look at over time. I think historically what we've said is, yeah, having additional reach for the CW is a priority. Being in larger markets is good for us because there's more synergy and opportunity and revenue benefit from that perspective. So from a transaction perspective of the station varietal, those are the types of things I think we would look for.
And we've chosen to specialize in the local end of the pool. And so our news network has been an outgrowth of our foundation of local journalism. Our acquisition of the CW was what was in the best interest of those stations and how could we make both the network and the stations more valuable. So we will continue to focus on local when other folks will focus on national streaming and things like that.
And then just lastly on the M&A topic, so you've talked to the 300 million in EBITDA synergies. They seem pretty conservative, at least based on some other transactions that some peers have looked at. But I think Tribune is probably the best analog of how I would kind of think about where these synergies come from. So maybe timing and sort of components, any additional detail you can add?
Yeah. So of the 300, we have looked at Tribune. It lines up very similarly. It's about 45% of those synergies coming from net retrans and 55% coming from operating expense synergies. On the operating expense side, it's really a combination of three or four different areas, one being just corporate overhead. You don't need two CFOs. You don't need two general counsels. You don't need two auditors. Those types of things can come right off the top. There's various hubs that we have that do our billing and do our traffic and do our master control. And those things can be expanded to take on more of the services that we provide to those stations without really doubling up those sizes. And then there's the in-market consolidation. We've got about 35 of the 51 markets that we're already in. So that's about 70%.
So if you think about that, that kind of correlates to the amount of the synergy that we have coming out. And that's really, you don't need to have two general managers in a market, for example. You can really operate two, as Perry likes to say, two newspapers off of one printing press, two television stations off of one infrastructure. And so that's really where the costs come from. We've got an extremely detailed playbook. We've literally gone through and benchmarked all of their stations and their efficiencies off of our stations and our efficiencies. And that's a whole other area of synergy that we've been able to identify. And so those are the things that we'll execute. We do expect that the substantial majority of the synergies will be able to be affected within the first year. And that really is, I think, pretty consistent with how we've been able to do these in the past.
And I would think that there is then still a long tail of sort of asset value or efficiency gain that you capture. I think there's parts of the CW that you're still realizing benefits from. So if we think about 300 million of sort of year one, two synergies, is there additional kind of upside?
Perry loves this question.
That happens over time.
Well, yeah, yes, for sure. I mean, one of the things that we have said that we did not factor into that number is facility consolidation. For the most part, we own our station locations. They own their station buildings. Do we need to have two buildings in a market? Probably not. But that, as you probably know, takes a little bit of time. You've got to retrofit one building. You've got to put the other building up for sale. You got to move everybody over. There's some cost associated with that. And then there's obviously some tax on the sale of the property. But there should be value that kind of comes out of that, probably more in the medium term. And then there's just the operating expense benefit that you get from that as well. So you don't have to pay utilities.
You don't have to pay property taxes. You don't have to pay lawn mowing costs and things like that that will be accretive to the EBITDA line in addition to the value. And then I'm sure Perry likes to say we've done our desktop analysis, but when you get into the markets and you really are there, you can really likely find some additional savings that we can have. And there will be all sorts of things that we'll find, I think, efficiencies over time with our scale.
I do not have the lawn mowing efficiencies in my book.
Oh, you got to put that in there. Sometimes those lawn mowing costs, I'm always like, "I could mow the lawn for less than that." I figure that's probably not a good use of my time.
A kind of more strategic question. This is something I've thought about a lot. I mean, as someone who's followed local broadcast for quite a number of years, it's just I think often media investors really look at the TV world of linear and streaming. And at the household level, that's not true. A lot of people are very much in both, in broadcast and streaming, linear and streaming, however you want to say it. But there is definitely an increasing cohort of Americans that have decided to live in a sort of streaming-only world. And I've always thought it's interesting that broadcast local news isn't as well represented there as it could be. I know every station has a website, has a presence. It's certainly something I visit where I live in Austin with, I think, KXAN i s the station.
But as we have these aggregators in streaming, I'm thinking things like Netflix, YouTube, maybe Roku, they're looking for content all the time. And soon you're going to reach 80% of the country with local news specific to every market. So I'm just wondering how you think about your scale sort of matching into the streaming world and being able to deliver local news sort of locally at scale, maybe through some of these platforms over time.
I think there's three pieces to that question that need to be responded to. First of all, don't assume we haven't had some of those conversations. We're not going to give things away. That's not a free is not a good business model, at least hasn't been. However, we are free over the air. So why do people go to streaming? They're trying to reach consumers that are outside of a paywall environment. We started that way, right? We're free over the air. So I think we're already, everybody's trying to replicate what we have, which is ubiquitous reach. And we do that. And by the way, that is free. And so to do the same thing twice and spend billions of dollars on it never made a lot of sense to me.
Having said that, I think that we also derive a substantial amount of revenue from the pay TV universe today. And I think the last thing we want to do is to take on an adversarial relationship with a distribution partner just for the sake of saying, "Oh, wow, we're in the streaming business now." And so those conversations have to be worked through as well. So I think you've got that, the fact that we're already available to all consumers free over the air with an antenna and maybe someday to your phone with a dongle or to a laptop with the same device. But I think that from our perspective, we're providing a lot of that service. And I think the more that people look at the cumulative cost of all of their streaming options, the more that service that we offer might be more and more attractive.
On retrans, so I think the end of this year, early next, a little more than 50% comes up for renewal. I think when we've talked in the past before, Perry, I think you've said that there's maybe one still sort of solid cycle ahead for pricing to increase at the station level before it levels off. And I know as the dollars get bigger, the percentage increase probably slows. But just as you kind of think about sort of the outlook from here, there's a pricing component. There's a subscriber churn component. So maybe how are you feeling about the combination of factors into next year?
Yeah. Look, we haven't really provided a '26 guidance yet, and we will do that in '26. But I think as Perry said, we do feel like there's still opportunity to grow. You've seen in our investor deck that we continue to be undermonetized relative to the viewership that we bring to these distributors. And so feel like we are on the right side of that equation in terms of the negotiations.
Sure. A record football season doesn't hurt.
Exactly.
And maybe just.
It's also encouraging, Steve, that Comcast and Charter are talking about the best quarter they've had in five years in terms of subscriber losses, meaning best that they have lost the least. And we do see that trend continue to moderate. And so I think that is helpful. Having said that, we said in a year where we don't have a lot of subscribers up for renewal, which was 2025, in 2025, we said flattish gross retrans dollars and net retrans dollars, which would indicate our escalators are keeping pace with the rate of attrition. And obviously, if you go back to '24 or the first year of the new cycle, which would have been '22, we had substantial growth in the face of pretty substantial erosion. And again, the gross was outpacing the loss of subscribers.
And maybe just as a follow-up on cable, one thing I've been curious about is I cover the cable companies as well. We've certainly seen this big improvement started with Charter. You've seen it follow with Comcast given the work that they've put into their video package. It's a little tougher for us to track what happens, especially on the VMVPD side of things. I'm not sure what subscriber information, like how real-time it is. But do you all get the sense that the improvement in cable is a net improvement to the ecosystem rather than like a trade from one to the other? Just because that would be pretty material to the churn rate as well.
I wouldn't say we can comment on that quite yet. But I do think that the concept that the VMVPDs are going to the moon and the MVPDs are going to the floor is just not happening, right? You're seeing some impact to those VMVPDs and a lot of a lot of impact that's not showing that continued growth, just skyrocketing.
And then on the reverse compensation side, so I think now pretty much all of the network content in some way, shape, or form is available in streaming, whether that's Fox One or ESPN with some of the ABC content, etc. And some of the peers, we've started to see some lower costs in reverse comp, which I think is reflected a little bit of this change in tone, re-recognition of the industry. So how are you thinking about kind of the opportunity ahead on the net side?
Well, we open every conversation with the networks when we're in negotiation is I pay you for content and exclusivity. The extent your content is no longer exclusive is worth materially less to us. And I think we've got proof points in our own P&L that would show that costs are abating. Now, when we close on TEGNA and we go to the networks and we say we're the number one distribution, number one affiliate group in terms of distributing your signal in the U.S., I think that those conversations can take an even more interesting turn because we obviously contribute a lot of value. And it's a symbiotic relationship, I'll acknowledge that. But I think that we may be able to break some new ground there just in terms of retaining more of that value for ourselves.
And pro forma for TEGNA, have you considered any of the sort of scale benefits in the 300 million in synergy or just due to time and etc.? Is that incremental to the benefits?
Yeah, that's not included in the 300, no.
Yeah. Okay.
That's just called doing your job.
Right. Exactly.
On the advertising side, so I think there was a little bit of maybe misunderstanding just coming out of the fourth quarter about the differences in the local and national advertising market and what those trends are. So maybe it would be helpful, Lee Ann, you and I have talked about this, if you could just unpack the quarter a bit, both Q3 and Q4.
Yeah, sure. I mean, in the third quarter, our non-political advertising was flat, which was better than what we had anticipated it was going to be. And then in the fourth quarter, we guided the non-political advertising revenue to be down in the very low single digits. And really, if you sort of look at the third quarter versus the fourth quarter and you adjust for the impact of crowd out, the rate of decline in our local businesses is the same in the third quarter as it is in the fourth quarter. What's really impacting the fourth quarter is sort of like a bunch of little stuff that's on the national side of the business that is causing that discrepancy. So for example, in the third quarter, the CW had a great quarter because we had NASCAR for the whole quarter.
In the fourth quarter, the CW had NASCAR in the fourth quarter of last year, so it was lapping that. We have also with respect to the CW, we've been, as you know, by design, have been evolving the composition of the programming. So we've been moving away from the scripted dramas that play really well on our AVOD app and moving more towards other types of content that don't play as well on the app. And so our digital revenue on the app is impacted, but that's by design. And then we had a couple of other oddball things. Like we have a national digital business that we had some political revenue that was in there in the prior quarter that we didn't pull out because we hadn't historically pulled out digital and political.
And there was a low-margin account that they lost that they were selling or buying social media for that they lost. So these are a few things that have impacted the fourth quarter guide, but it wasn't really meant to be any sort of testimony on the health of the market. We think the market is pretty stable. I had a question earlier about auto. Somebody asked, and we have seen auto, it's still down, but it's not as down as it was, and it's not differentiated from any of the other categories that are in the down category.
And if we think about pretty stable, my sense is kind of things were pretty unstable around the tariff announcements in the second quarter. They've sort of improved since. But sort of zoom back to where we started the year, would you say the ad market on the whole has been sort of better, worse, or about as expected in 2025?
I think about as expected.
I agree with that, yeah.
Yeah.
Yep.
And then for the CW, Lee Ann, you started to talk a little bit about the programming strategy. If we look at this asset and we look out a few years' time, is there a target that's sort of either percentage of content value that's live or sports or percentage of hours that's live in sports? Just how you envision this looking like?
Well, I think today, if you just take a snapshot today with the deals we've announced, roughly 40% of the hours the network programs are what would be considered sports or programming. I think that can grow incrementally here, maybe closer to 50%. There are a couple of deals in the queue for sports that we haven't announced yet. But I don't think it probably grows much more materially than that, just looking at the rights and what's available for even discussion between now and the end of the decade. And so I think that we're making other fine-tuning. We have a couple of game shows on the air. Well, we're bringing Craig Ferguson in to host one of those. And he used to be on CBS Late Night. He's a well-traveled comedian, a lot more name recognition as a host.
And so we have a Dick Wolf crime procedural on order Toronto on our air now, which is performing very well. And when we bought the CW, it was the 20th ranked network of broadcasting cable networks. It's now eighth. And I think sometimes in the puts and takes of profitability and all that, people lose track of that. And we're programming it for less money than what we inherited, and we've increased the amount of hours by almost 45%. And so everything is evolving there as expected. And what we haven't highlighted as much is how good it's been for the affiliates to have. Can you imagine an affiliate in Carolina that didn't like having North Carolina and Wake Forest last weekend, ACC football? Or we had basketball with SMU that played very well in Dallas.
And we have the PAC- 12 or the newly constituted PAC- 12 that plays very well on our stations on the West Coast. And so we don't count any of those incremental gains in revenue or distribution revenue in our CW profitability analysis. It's kind of in its own silo, but it has been a benefit to the company to have an improved CW on our owned and operated stations, which was one of the motivating factors for buying a controlling interest to begin with.
And I think for a number of years, we've focused on break-even, but I'm sure you all are thinking, well, beyond just break-even for the network. So how do you think about where the margins can get to on the CW over time?
Oh boy.
Yeah. We haven't really provided that longer-term guidance.
I'm still thinking about break-even, by the way.
Right. Exactly. We need to get one step in front of the other or one foot in front of the other before we get there. But I think the other thing you have to think about is most broadcast networks and companies, public companies that are out there really talk about their broadcast networks together with their O&O station portfolio. And so we are getting close to 50% of the market in terms of the total subscribers in the U.S. that are sorry, total television households in the U.S. that will be next our owned CW affiliates. And so when you look at those affiliates together with the network and the value that we've been able to create from owning that network and bringing back some of those affiliations onto our station portfolio, it's been a good transaction for us.
And then just on the exciting issue of ATSC 3.0 and sunsetting of 1.0, I'll be honest, from my seat and I think many of my peers, we understand the opportunity. We know it's a real asset. It has capital behind it. Finding that sort of revenue solutions that turn it into a valuable asset is, I think, what we're all waiting for. So I would love to hear where you think we are in EdgeBeam's development, the Spectrum's development, and when we could start to see some of that more meaningful revenue that crystallizes value.
Well, there's an EdgeBeam board meeting going on in Boston literally this week, either today or tomorrow, I believe. And listen, EdgeBeam's got $40 million of capital behind it to build basically a business development organization. We've hired a very good CEO for that company. And their whole job is to go out and find customers to drive on our Spectrum toll road, if you will. And we're roughly ambivalent as to what the use is. We would have to approve the use before they'd have access to our Spectrum. But I think that you'll see our first commercial customers signed either right before the end of the year or right after the end of the year. It won't be enough. It won't be life-changing money, let's put it that way, but it'll be the first. And we've had a lot of conversations.
We've done drive tests with an automotive manufacturer in San Diego, which is pretty hilly terrain. It's basically, can you hear me now? Did the signal hold the whole time we were going through the hills and dales of San Diego? Which it did, by the way. And so there's a lot going on that leads to test cases that lead to proof of concept that lead to real business. And so I continue to believe it's a zero-call option on our equity, maybe appropriately priced today. But I think it's mineral rights that we have yet to monetize. And I think, again, you'll see significant revenue begin to flow probably in three to five years forward. But I think you'll see our first commercial clients signed, like I said, either right before or right after the turn of the calendar year.
And do you think that's the opening of the gates?
Well, I think it'll open the door just a crack. And nothing breeds success like success. And so, but the applications are, it can be GPS-based auto correction, which can apply to autos in an urban environment. It can apply to precision agriculture. It can apply to fleet management or drone package delivery management. We have this backup GPS system that both the DOT and the DOD and the Trump administration and the first administration of President Trump said it's in our national interest to have a backup GPS system, which we can provide terrestrial, which is superior to just having a primary and a backup satellite in the air that could both be taken out with the same dirty bomb. So we're working on that. We think that will help to spur migration and interest and development of the transition to 3.0.
The fact that the FCC said this should be a voluntary transition, they're not at this point issuing any mandate, would allow us to sunset 1.0 sooner than later. And that would give us more Spectrum to use for non-video uses. And so 5G replacement, data casting, all of those kinds of things are going to be opportunities for us with the non-video use of our Spectrum. And we're very excited about it. I said this has the potential to be as much revenue to the industry and our company as Retrans revenue is today. And that's probably plus 10 years kind of a comment. But NBIA, others have said it might be in that same zip code. We've got to go develop it. The transition from 1.0 to 3.0 is difficult, but not impossible because it can't really be a national flash cut.
But it's work worth doing if that kind of revenue and resultant EBITDA and free cash flow comes as a result. So it's really, I'm focused a lot on it. And so I think that we will have, when we anti-in the TEGNA Spectrum into EdgeBeam, but also into the available Spectrum for the consortia, we'll have a near nationwide footprint, which that's when things start to really get exciting and hopefully start to happen.
Just a last question. I mean, everything we've talked about here kind of is about scale. You're the largest scale player. You're going to be an even larger scale player. Advertising in the CW continues to be kind of more virtuous, the ability of Spectrum and the benefit of TEGNA within it. So when you take the long view of the sector, how many scaled players do you think that we'll see in broadcast maybe by the end of this administration or something like that timeline? And is that a good thing?
Yeah, it is a good thing. You need big companies in a strong, healthy industry. We would welcome healthy competition. It's easy to compete against a weaker or wounded player, but that doesn't help you to be your best, right? You want to play a good team and not necessarily a team that's got a bunch of players out that week. So from our perspective, consolidation is good because we need to develop a foundation under local journalism that preserves that asset for not only our local communities, but for the country as a free and independent press. And I think healthy companies can invest in innovation, can spend money. Companies that can barely service the debt don't have that luxury. So I root for a healthy ecosystem. We think that we will be without peer. We will be the unicorn in the local TV space.
No one will be as big. No one will have as robust a balance sheet as we do. And we can then look to use those assets to continue to grow via acquisition beyond the Tegna if those opportunities present themselves. And I don't think you can get there with everything else that's left necessarily. And you're going to have willing buyers and willing sellers and all of that. But we'll look to continue to grow. And we want people to think, okay, I've got my network horse that I'm betting on. I've got my streaming horse that I'm betting on. And my local horse that I'm betting on is Nexstar. And we see that's how much of that happens before the end of this administration, but then before the end of the decade, I think a lot of that becomes more in focus.
Great. Well, thank you all.
Thank you.
Thank you, Steve. Thanks for having us.
Appreciate it.