Nexstar Broadcasting Announces Pricing of $900 Million Offering of Senior Notes
14 July 2016 - 9:30AM
Business Wire
Nexstar Broadcasting Group, Inc. (NASDAQ: NXST) (the “Company”)
announced today that its wholly-owned subsidiary, Nexstar Escrow
Corporation (the “Escrow Issuer””), has priced an offering of $900
million in aggregate principal amount of 5.625% new senior notes
due 2024 (the “Notes”). The sale of the notes is expected to be
completed on or about July 27, 2016, subject to customary closing
conditions.
The notes were priced at 100%, 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. The Notes will be senior unsecured obligations of the
Escrow Issuer. 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 Nexstar Broadcasting and Mission future
restricted subsidiaries on a senior unsecured basis.
On January 27, 2016, Nexstar and Media General, Inc. (“Media
General”) entered into a definitive merger agreement whereby
Nexstar will acquire all outstanding shares of Media General.
Nexstar Broadcasting intends to use the net proceeds from the
proposed offering, together with borrowings under future secured
indebtedness, cash proceeds from the divestiture of certain assets
and the issuance of new common stock (pursuant to the exchange
ratio disclosed at the time of the announcement of the merger
agreement), to fund its proposed acquisition of Media General, to
repay existing Nexstar credit facilities, to repay existing Media
General indebtedness and to pay other fees and expenses related to
Nexstar’s acquisition of Media General and the related
refinancing.
The Notes will be offered in the United States only to 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 Broadcasting Group, Inc.
Nexstar Broadcasting 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 104 full power television
stations reaching 62 markets, or approximately 18.1% 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 171 television stations and their related low power and
digital multicast signals reaching 100 markets or nearly 39% 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 Media
General 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 ultimate outcome
and benefits of a transaction between Nexstar and Media General 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 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 Media
General (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
Media General 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 the definitive joint proxy
statement/prospectus of Nexstar and Media General and Media
General’s and Nexstar’s other filings with the SEC.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160713006584/en/
Nexstar Broadcasting Group, Inc.Thomas E. Carter,
972-373-8800Chief Financial OfficerorJCIRJoseph Jaffoni, Jennifer
Neuman212-835-8500nxst@jcir.com
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