Nexstar Media Group, Inc.

Good day and welcome to the Nexstar Media Group's third quarter 2025 conference call. Today's call is being recorded. I will now turn the conference over to Joe Giaffone, Investor Relations. Please go ahead, sir.

Thank you, Carrie, and good morning, everyone. Let me read the safe harbor language 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 31, 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. With that, it's my pleasure to turn the conference over to your host, Nexstar founder, chairman, and CEO, Perry Sook. Perry, please go ahead.

Thank you, Joseph, and good morning, everyone. Thank you for joining us on our call. Mike Baird, our Chief Operating Officer, and Leanne Gleha, our Chief Financial Officer, are both with me this morning. During the third quarter, we made the milestone announcement of our definitive agreement to acquire Tegna in a cash transaction valued at $6.2 billion. The proposed acquisition will strengthen Nexstar's position as the nation's leading local media company with high-quality broadcast stations, award-winning news operations, and innovative local programming, all of which collectively demonstrate our commitment to trusted, community-focused journalism. Operationally, Tegna will enhance and expand Nexstar's scale, geographic reach, and community impact by adding 64 top-performing stations, primarily in the top 75 DMAs, to our growing portfolio of media assets. Financially, on a combined pro forma basis, Nexstar and Tegna generated over $8 billion in revenue and $2.56 billion of adjusted EBITDA. Taking into account expected after-tax synergies and incremental interest expense, the transaction is projected to be more than 40% accretive to Nexstar's standalone adjusted free cash flow, and with roughly $300 million in anticipated synergies, we expect only a modest increase in pro forma net leverage. We're making good progress on our path to closing. Tegna filed its definitive proxy statement, and the shareholder vote there will take place on November the 18th. We submitted our HSR filing on September 30th, and as expected, we received a second request letter from the DOJ on October 30th, as well as a handful of inquiries from state AG offices. Our FCC applications are ready to go once the federal government reopens, and our expectations for closing the transaction by the second half of 2026 remain unchanged. In the meantime, as previously announced, we are taking a disciplined approach to capital allocation, conserving cash that would otherwise have been used for share repurchases in order to fund the more accretive Tegna acquisition. As we enter this next phase of Nexstar's growth, I've never been more confident in our strategy nor more energized about the opportunities ahead. This is a defining moment for our company, our industry, our shareholders, and the communities we serve. When I said on our August conference call that I'm deeply committed to seeing this transaction through, I meant that. That's why I was pleased to extend my employment agreement as chairman and chief executive officer through March 31st of 29. Together with our teams, we will continue our mission to build a stronger, more competitive local media company and expand Nexstar's impressive long-term record of success and shareholder value creation. Turning now to our third quarter financial results, Nexstar delivered another solid quarter of net revenue and adjusted EBITDA, reflecting stable distribution and non-political advertising revenue, as well as strong expense management. It's clear that broadcast television remains the bellwether and the most profitable segment of the media ecosystem, delivering the most watched content and most valuable programming. According to Nielsen, time spent watching broadcast TV increased 20% from August to September, representing the largest month-to-month gain since 2021, and more time spent watching television on broadcast than the entire universe of cable networks. September's results were driven by a strong start to the NFL season, as well as college football. Through week six, the NFL averaged 18 million viewers per game, the highest average viewership since a record 2015 season, And similarly, the average total audience for the first two games of the NBA season, newly launched on broadcast network NBC, reflected a 36% improvement versus the first two games on TNT last year and doubled the total audience of the games on ESPN and 3.6 times the average total audience of the games on Prime Video the first week of the season last year. And of course, November started with a bang with Game 7 of the World Series, delivering over 25 million viewers, the highest number for baseball in nearly a decade. These results underscore the enduring power and reach of broadcast and our consistent ability to aggregate mass audiences in real time, something other platforms just can't replicate. Major sports franchises continue to value the unmatched reach and advantage of broadcast television, and sports programming continues to complement Nexstar's popular local news programming, which accounts for almost half of our total household viewership. In terms of the CW, Nexstar's own broadcast network, CW Sports delivered record performance with the best quarter since the launch of live sports programming in Q1 of 2023, driven by continued strong viewership of the NASCAR Xfinity Series, as well as a strong start to the ACC and Pac-12 college football season. In fact, last Saturday night, our final Xfinity race of the season on broadcast in primetime beat college football on CBS in total viewers, adults 25-54 and adults 18-49. In addition, solid results from our entertainment programming lineup drove the CW's sixth consecutive quarter of primetime ratings growth. Year-to-date, the CW has surpassed competitive Big Four primetime telecasts 250 times across total viewers among the 18 to 49 and 25 to 54 demos. That's an impressive increase over the 45 times we accomplished that for the full year of 2024. The continued success of our long-term strategic growth on high-impact news and sports programming, further validated by the performance of NewsNation, which ranked as the number one basic cable network for year-over-year growth in the third quarter, continuing its trend from Q2. On a year-to-date basis, News Nation surpassed MSNBC 57 times and CNN 39 times in head-to-head telecasts across total viewers and in the adult 25 to 54 demo. That compares to 2024 when News Nation surpassed MSNBC four times and CNN two times in the head-to-head telecasts. These results reflect the fact that News Nation's programming and unique fast-paced Fact-based reporting is resonating with viewers who are looking for a refreshingly balanced and impartial reporting and analysis. In summary, the continued strength and consistency of Nexstar's financial performance reflects our stable, diversified revenue and operating base, our disciplined expense management, and continued execution across our portfolio. Our proposed acquisition of Tegna meets the deregulatory moment where it is and sets the stage for an incredibly bright future ahead for Nexstar, our industry, our shareholders, and the communities we serve. With all of that said, let me turn the call over to Mike Beard. Mike.