Business Context and Reporting Period
This Form 8-K, dated March 20, 2026, reports on events occurring on March 19, 2026, for Nexstar Media Group, Inc. (Nexstar). The primary event is the completion of the previously announced acquisition of TEGNA Inc. (TEGNA) pursuant to a Merger Agreement dated August 18, 2025. TEGNA continues as a wholly-owned subsidiary of Nexstar Media Inc. (NMI).
Key Financial Metrics and Transaction Details
- Merger Consideration: Nexstar paid $22.00 per share in cash for outstanding TEGNA common stock.
- Bridge Facility: Established a senior first lien secured increasing rate bridge facility with an aggregate principal amount of up to $2,390 million.
- Initial interest rate: SOFR + 2.75% (increasing by 0.50% every three months).
- Maturity: One year from closing, with an option to convert to a 7.5-year term facility.
- Term Loan Facilities:
- 2026 Nexstar Term Loan A: $150 million; SOFR + 2.00%; matures in 364 days.
- 2026 Nexstar Term Loan B: $2,750 million; SOFR + 2.75%; seven-year maturity.
- Use of Proceeds: Funds from the Term Loan A, Term Loan B, and $200 million of the Bridge Facility were used to fund cash consideration for TEGNA stockholders, repay TEGNA indebtedness, and pay transaction expenses.
- TEGNA Senior Notes Tender: Nexstar received tenders representing approximately 94% of the outstanding principal of TEGNA's 5.000% Senior Notes due 2029.
Material Changes and Covenants
The transaction significantly alters Nexstar's capital structure through the addition of substantial debt. The new credit agreements impose customary restrictive covenants on NMI and its subsidiaries, limiting the ability to:
- Incur additional debt or issue preferred stock.
- Pay dividends or make other distributions.
- Make investments, acquisitions, or restricted payments.
- Enter into affiliate transactions or sell assets.
Additionally, Nexstar made commitments to the Federal Communications Commission (FCC) to divest six television stations within two years if a waiver of local ownership rules remains necessary.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms the successful closing of the merger and the execution of financing arrangements. Nexstar has committed to expanding investment in local news and programming and extending retransmission consent agreements for certain cable and satellite companies at existing rates until November 30, 2026.
Risks and Contingencies:
- Regulatory Compliance: The transaction is subject to FCC conditions, including the potential divestiture of six stations.
- Debt Service: The bridge facility features an increasing interest rate structure, which will raise borrowing costs over time if not refinanced or converted.
- Financial Reporting: Unaudited pro forma financial information and financial statements of the acquired business are not included in this filing and will be submitted within 71 calendar days.
Investor Verification Checklist
- Verify the final settlement of the TEGNA 2029 Notes tender offer and the specific terms of the supplemental indenture.
- Monitor the upcoming filing (within 71 days) for unaudited pro forma financial information to assess the combined entity's leverage and liquidity.
- Track the status of the FCC-mandated divestiture of six television stations.
- Review the conversion terms of the Bridge Facility to understand potential refinancing needs or the issuance of exchange notes.
- Confirm the exact amount of cash consideration paid to TEGNA shareholders and the total transaction expenses incurred.