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NEXSTAR MEDIA GROUP, INC.

(NXST)
  Report
Delayed Nasdaq  -  04:00 2022-10-06 pm EDT
176.20 USD   -1.22%
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NEXSTAR MEDIA GROUP, INC. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

08/16/2022 | 06:03am EDT

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.

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 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.

(d) Exhibits
Exhibit No.       Description
99.1                Press Release issued on August 15, 2022.
104               Cover Page Interactive Data File (embedded within the Inline
                  XBRL document).




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