Item 7.01 Regulation FD Disclosure.
On August 20, 2021, Nexstar Media Group, Inc. ("Nexstar" or the "Company"), a
Delaware Corporation, issued a press release announcing that the Company
completed its acquisition of The Hill, an independent political digital media
platform, from News Communications, Inc., a Nevada Corporation and CHM Holdings,
LLC, a Delaware limited liability company, for $130 million in cash (plus
working capital adjustments). A copy of the press release is attached hereto as
Exhibit 99.1.
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.
Forward-Looking Statements
This Current Report on Form 8-K, including Exhibit 99.1 attached hereto,
includes forward-looking statements. Nexstar has based these forward-looking
statements on its 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 claims 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
Current Report on Form 8-K, concerning, among other things, 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 impact of changes in national and regional
economies, the ability to service and refinance its outstanding debt, successful
integration of acquired television stations and digital businesses (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 undertakes 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 Current Report on Form 8-K 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 Nexstar's Annual Report for the
year ended December 31, 2020 and Nexstar's subsequent public filings with the
Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release of Nexstar Media Group, Inc. dated as of August 20,
2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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