Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 3, 2022, Nexstar Media Group, Inc. a Delaware Corporation
("Nexstar"), issued a press release announcing that Dennis Miller, a member of
Nexstar's Board of Directors ("Board") since 2014, has stepped down from the
Board effective immediately in connection with the closing of Nexstar's
acquisition of The CW Network, LLC ("The CW"). Nexstar has initiated a search
for a new member of its Board.
Item 7.01 Regulation FD Disclosure.
On October 3, 2022, Nexstar announced that it has closed its previously
announced acquisition of a 75% ownership interest in The CW from co-owners
Warner Bros. Discovery ("WBD") and Paramount Global ("Paramount"), who each
retained a 12.5% ownership interest in The CW. Nexstar also announced that
Dennis Miller has been named President of The CW, effective immediately,
replacing Mark Pedowitz, who has served as a Chairman and Chief Executive
Officer of The CW for the past 11 years. A copy of the press release is
furnished hereto as Exhibit 99.1 and incorporated herein by reference.
Nexstar previously announced that the acquisition of the 75% ownership interest
in The CW was for no consideration. The transaction provides that WBD and
Paramount will continue to produce 12 original, scripted series for the network
primarily to air during 2022 / 2023 broadcast season. Nexstar anticipates The CW
will begin to generate profit by 2025 and the expected investment to
profitability is in the low 9-figures.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, (i)
is furnished pursuant to Item 7.01 and shall not be deemed "filed" for purposes
of Section 18 of, or otherwise regarded as filed under, the Securities Exchange
Act of 1934, as amended (the "Exchange Act"); and (ii) shall not be deemed
incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release dated October 3, 2022 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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