Nexstar Media Group, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Nexstar Broadcasting Group, Inc. (now Nexstar Media Group, Inc.) on April 8, 2010, with a signature date of April 12, 2010. The filing reports the entry into a material definitive agreement regarding a new debt offering by the Company's wholly owned subsidiary, Nexstar Broadcasting, Inc., and co-issuer Mission Broadcasting, Inc.
Key Financial Metrics and Transaction Details
- Debt Issuance: $325.0 million aggregate principal amount of 8.875% senior secured second lien notes due 2017.
- Issue Price: 99.364% of par value.
- Security Status: Second priority lien, secured by assets that also secure existing senior secured credit facilities on a first priority basis.
- Guarantees: Guaranteed on a senior secured basis by the Company and all future domestic restricted subsidiaries of Nexstar Broadcasting and Mission.
- Use of Proceeds: Repurchase of outstanding 13% senior subordinated payment-in-kind notes due 2014; refinancing of existing senior secured credit facilities; payment of fees and expenses; and general corporate purposes.
- Liquidity and Cash Flow: The filing does not provide specific current cash flow, liquidity, or margin figures. Proceeds will be combined with borrowings under amended credit facilities and cash on hand.
Material Changes and Outlook
The primary material change is the restructuring of the Company's capital structure through the issuance of new senior secured debt. The transaction is expected to close on or about April 19, 2010, subject to customary closing conditions. The Company intends to use the new capital to retire higher-cost subordinated debt (13% PIK notes) and refinance existing credit facilities.
Management Commentary and Restrictions: Nexstar Broadcasting and Mission have agreed to a 90-day lock-up period, during which they will not offer or sell any debt securities without the prior written consent of the initial purchasers.
Investor Verification Checklist
- Verify the final closing date of the $325 million note offering (expected April 19, 2010).
- Confirm the successful repurchase of the 13% senior subordinated payment-in-kind notes due 2014.
- Review the terms of the amended senior secured credit facilities to understand the new leverage ratios and covenants.
- Examine the impact of the new 8.875% interest rate on future interest expense compared to the retired 13% notes.
- Check for any subsequent filings regarding the 90-day lock-up period expiration.