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. on September 17, 2013. The filing details the entry into a material definitive agreement regarding a new debt offering by its wholly owned subsidiary, Nexstar Broadcasting, Inc.
Key Financial Metrics and Transaction Details
- Debt Issuance: Nexstar Broadcasting entered into an agreement to sell $275.0 million aggregate principal amount of 6.875% senior notes due 2020.
- Issue Price: The notes were priced at 100.250% of par.
- Structure: The notes are senior unsecured obligations of Nexstar Broadcasting, guaranteed by Nexstar Broadcasting Group, Inc. and Mission Broadcasting, Inc.
- Classification: These notes will be treated as a single class with the existing $250.0 million of 6.875% senior notes due 2020 issued in November 2012.
- Closing Date: Expected to close on or about October 1, 2013, subject to customary conditions.
Material Changes and Use of Proceeds
The filing does not report changes to historical revenue, profit, or cash flow metrics. The material change is the expansion of the company's debt capital structure. The net proceeds from this offering, combined with proceeds from a proposed amendment to existing senior secured credit facilities and cash on hand, are designated for the following purposes:
- Repurchasing all outstanding 8.875% senior secured second lien notes due 2017.
- Funding the proposed acquisition of five television stations in four markets from Citadel Communications, L.P. and Stainless Broadcasting, L.P.
- Paying related transaction fees and expenses.
- General corporate purposes.
Outlook, Risks, and Unusual Items
The transaction is a private offering exempt from registration under the Securities Act of 1933, sold to qualified institutional buyers under Rule 144A and to persons outside the U.S. under Regulation S. The company, along with its subsidiaries, has agreed to a 30-day lock-up period, during which they will not offer or sell any debt securities without the consent of the initial purchasers. The filing explicitly states it is not an offer to sell securities in jurisdictions where such an offer would be unlawful.
Key Facts for Investor Verification
- Verify the successful closing of the $275.0 million note issuance on or about October 1, 2013.
- Confirm the completion of the proposed amendment to the senior secured credit facilities required to fund the debt repurchase and acquisitions.
- Monitor the execution of the repurchase of the 8.875% senior secured second lien notes due 2017.
- Track the regulatory approval and closing of the acquisition of five television stations from Citadel Communications and Stainless Broadcasting.
- Review the full Purchase Agreement (Exhibit 1.1) for specific covenants and indemnification terms.