IRVING, Texas–(BUSINESS WIRE)–Nexstar Media Group, Inc. (NASDAQ: NXST) (“Nexstar” or the “Company”)
announced today that its indirect wholly-owned subsidiary, Nexstar
Escrow, Inc. (the “Escrow Issuer”), intends to offer, subject to market
and other customary conditions, up to $1,120 million in aggregate
principal amount of new senior notes due 2027 (the “Notes”) in a private
offering. The Escrow Issuer, which was created solely to issue the
Notes, will deposit the gross proceeds of the offering into a segregated
escrow account until the date that certain escrow release conditions are
satisfied. Prior to the release of the proceeds from escrow, the Escrow
Issuer will merge with and into Nexstar Broadcasting, Inc. (“Nexstar
Broadcasting”), a wholly-owned subsidiary of the Company. Upon the
release of the proceeds from escrow, Nexstar Broadcasting will assume
the obligations under the Notes and the Notes will be guaranteed by the
Company, Mission Broadcasting, Inc. (“Mission”) and certain of Nexstar
Broadcasting and Mission future restricted subsidiaries on a senior
unsecured basis. Upon the release of the proceeds from escrow, the Notes
will be senior unsecured obligations of Nexstar Broadcasting.
On November 30, 2018, Nexstar and Tribune Media Company (“Tribune”)
entered into a definitive merger agreement whereby Nexstar will acquire
all outstanding shares of Tribune. Nexstar Broadcasting intends to use
the net proceeds from the proposed offering, together with borrowings
under future secured indebtedness, to fund its proposed acquisition of
Tribune, to partially fund the repayment of all of Tribune’s existing
indebtedness, to pay other fees and expenses related to Nexstar’s
acquisition of Tribune and the related refinancing and for general
corporate purposes.
The Notes will be offered in the United States only to persons
reasonably believed to be qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”), and outside the United States, only to non-U.S. investors
pursuant to Regulation S under the Securities Act. The Notes have not
been and will not be registered under the Securities Act or the
securities laws of any other jurisdiction and may not be offered or sold
in the United States absent registration or an applicable exemption from
registration requirements.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes or any other securities and
shall not constitute an offer, solicitation or sale in any jurisdiction
in which, or to any person to whom, such an offer, solicitation or sale
is unlawful. Any offers of the Notes will be made only by means of a
private offering memorandum.
About Nexstar Media Group, Inc.
Nexstar Media 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 174 full power television stations and related digital
multicast signals reaching 100 markets or nearly 39% of all U.S.
television households. Nexstar’s portfolio includes primary affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW. 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 197
television stations and their related low power and digital multicast
signals reaching 115 markets or nearly 63% of all U.S. television
households. For more information please visit www.nexstar.tv.
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 and Tribune claim 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 Escrow Issuer’s issuance of the notes, the
ultimate outcome and benefits of a transaction between Nexstar and
Tribune 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 our ability to consummate the offering of the notes,
the expected amount and timing of cost savings and operating synergies,
current capital and debt market conditions, the Company’s ability to
obtain new debt financing on acceptable terms, the anticipated terms of
the notes, the anticipated use of proceeds from the proposed offering,
which estimates are believed to be reasonable, though are inherently
uncertain and difficult to predict, 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 Tribune (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.
Nexstar and Tribune undertake 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 Tribune’s and Nexstar’s filings with the
Securities and Exchange Commission.
Contacts
Thomas E. Carter
Chief Financial Officer
Nexstar Media Group,
Inc.
972/373-8800
Joseph Jaffoni, Jennifer Neuman
JCIR
212/835-8500
or
[email protected]
