Item 7.01 Regulation FD Disclosure.
On August 15, 2022, Nexstar Media Group, Inc., a Delaware Corporation
("Nexstar"), issued a press release announcing that Nexstar entered into a
definitive agreement to acquire a 75 percent ownership interest in The CW
Network, LLC ("The CW" or the "Network") for no consideration. Warner Bros.
Discovery (Nasdaq: WBD) and Paramount Global (Nasdaq: PARA, PARAA), the current
co-owners of The CW, will each retain a 12.5 percent ownership interest in The
CW and will continue to produce 12 original, scripted series for the Network
primarily to air during the 2022 / 2023 broadcast season. Nexstar anticipates
the Network will begin to generate a profit by 2025 and the expected investment
to profitability is in the low 9-figures. Nexstar expects to close the
acquisition during the third quarter of 2022. A copy of the press release is
attached here to as Exhibit 99.1 and incorporated herein by reference.
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.
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
communication, 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 our 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 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 Nexstar's other filings with the
Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release issued on August 15, 2022.
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