Business Context and Reporting Period
This Form 8-K was filed by Nexstar Media Group, Inc. on March 20, 2026. The filing discloses a significant capital market transaction involving a private offering of senior notes by Nexstar Media Inc. (NMI), a wholly-owned subsidiary. The transaction is directly linked to the ongoing acquisition of TEGNA Inc. and the refinancing of existing debt obligations.
Key Financial Metrics and Capital Structure
The filing details a proposed debt offering totaling $5.115 billion in aggregate principal amount, structured as follows:
- Secured Notes: $3,390 million in senior secured notes due 2033.
- Unsecured Notes: $1,725 million in senior unsecured notes due 2034.
The notes will be guaranteed by Nexstar Media Group, Inc., Mission Broadcasting, Inc., and certain restricted subsidiaries. The filing references unaudited pro forma condensed combined financial information (Exhibits 99.2 and 99.3) reflecting the combined entity of Nexstar and TEGNA, including non-GAAP measures such as Combined Adjusted EBITDA. However, specific numerical values for revenue, profit, cash flow, or margins are not provided in the text of this filing; they are contained within the referenced exhibits.
Material Changes and Use of Proceeds
The primary material change is the execution of the "Notes Offering" to facilitate the TEGNA acquisition and debt restructuring. The intended use of proceeds is as follows:
- Secured Notes Proceeds:
- Repay borrowings under the bridge facility.
- Repay certain borrowings under the incremental term loan B Facility.
- Fund the purchase of TEGNA's 5.000% Senior Notes due 2029 via tender offer.
- Pay fees and expenses related to the TEGNA acquisition.
- Unsecured Notes Proceeds:
- Fund the redemption of NMI's 5.625% Senior Notes due 2027.
- Pay associated fees and expenses.
Guidance, Outlook, and Risks
The filing includes forward-looking statements regarding the consummation of the Notes Offering and the TEGNA merger. Management anticipates benefits such as cost savings and synergies, though actual results may differ. Key risks and contingencies identified include:
- Transaction Risks: Disruption to business operations, retention of key personnel, and successful integration of TEGNA.
- Financial Risks: Ability to service and refinance outstanding debt for both Nexstar and TEGNA.
- Market Risks: Volatility in advertising pricing, programming costs, and regulatory changes in broadcasting.
- Legal Risks: Potential litigation related to the TEGNA acquisition.
The filing explicitly states that the pro forma financial data is preliminary and does not purport to project future financial performance.
Investor Verification Checklist
- Verify the final pricing and interest rates of the Secured and Unsecured Notes in the private offering memorandum.
- Review Exhibit 99.2 and Exhibit 99.3 for specific pro forma revenue, EBITDA, and leverage ratios post-merger.
- Confirm the status of the tender offer for TEGNA's 5.000% Senior Notes due 2029.
- Assess the impact of the new debt load on the combined company's debt service coverage ratios.
- Monitor regulatory approvals required for the TEGNA acquisition and the Notes Offering.