Item 1.01 Entry into a Material Definitive Agreement.
On September 25, 2020, Nexstar Broadcasting, Inc. (the "Issuer"), a wholly owned
subsidiary of Nexstar Media Group, Inc. (the "Company"), completed the issuance
and sale of $1,000,000,000 aggregate principal amount of 4.750% senior notes due
2028 (the "Notes"). The Notes were issued under the indenture, dated as of
September 25, 2020 (the "Indenture"), by and among the Issuer, the guarantors
party thereto, and Citibank, N.A., as trustee (the "Trustee").
The Notes were issued in a private offering that was exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), only to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities Act or,
outside the United States, to persons other than "U.S. persons" in compliance
with Regulation S under the Securities Act. The Notes were issued at an issue
price of 100.000% of their face value.
The Notes are guaranteed by the Company, Mission Broadcasting, Inc. ("Mission")
and certain of the Issuer's and Mission's existing and future restricted
subsidiaries on a senior unsecured basis. The Notes and the related guarantees
are senior obligations of the Issuer and the guarantors, rank equal in right of
payment with all of the existing and future senior indebtedness of the Issuer
and the guarantors and rank senior in right of payment to all of the future
subordinated indebtedness of the Issuer and the guarantors. The Notes and the
guarantees are effectively subordinated to the secured indebtedness of the
Issuer and the guarantors to the extent of the value of the assets securing such
The Notes will mature on November 1, 2028. Interest on the Notes accrues at a
rate of 4.750% per annum and is payable semiannually in arrears on May 1 and
November 1 of each year, commencing on May 1, 2021. The Issuer is obligated to
make each interest payment to the holders of record of the Notes on the
immediately preceding April 15 and October 15.
The Issuer has the option to redeem all or a portion of the Notes at any time
prior to November 1, 2023 at a price equal to 100% of the principal amount of
the Notes redeemed plus accrued and unpaid interest to, but excluding, the
redemption date plus a "make-whole" premium. At any time on or after November 1,
2023, the Issuer may redeem the Notes, in whole or in part, at the redemption
prices set forth in the Indenture. At any time before November 1, 2023, the
Issuer may also redeem up to 40% of the aggregate principal amount of the Notes
at a redemption price of 104.750% of the principal amount, plus accrued and
unpaid interest, if any, to, but excluding, the date of redemption, with the
proceeds of certain equity offerings.
Upon the occurrence of a Change of Control Repurchase Event (as defined in the
Indenture), each holder of the Notes may require the Issuer to repurchase all or
a portion of the Notes in cash at a price equal to 101% of the aggregate
principal amount of the Notes to be repurchased, plus accrued and unpaid
interest, if any, thereon to, but excluding, the date of repurchase.
The Indenture contains covenants that limit, among other things, the ability of
the Issuer and its restricted subsidiaries to (1) incur additional debt, (2) pay
dividends or make other distributions or repurchases or redeem its' capital
stock, (3) make certain investments, (4) create liens, (5) merge or consolidate
with another person or transfer or sell assets, (6) enter into restrictions
affecting the ability of the Issuer's restricted subsidiaries to make
distributions, loans or advances to it or other restricted subsidiaries; (7)
prepay, redeem or repurchase certain indebtedness and (8) engage in transactions
with affiliates. These covenants are subject to a number of important exceptions
and qualifications set forth in the Indenture.
The Indenture provides for customary events of default (subject in certain cases
to customary grace and cure periods), which include nonpayment, breach of
covenants in the Indenture, payment defaults or acceleration of other
indebtedness, a failure to pay certain judgments and certain events of
bankruptcy and insolvency. Generally, if an event of default occurs, the Trustee
or holders of at least 25% in principal amount of the then-outstanding Notes may
declare the principal of and accrued but unpaid interest, including additional
interest, on all the Notes to be due and payable.
The foregoing description of the Indenture is qualified in its entirety by
reference to the complete copy of the Indenture that is filed as Exhibit 4.1 to
this Current Report on Form 8-K and is incorporated by reference herein. The
related form of senior note is filed as Exhibit 4.2 to this Current Report on
Form 8-K and is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information included in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.
Item 8.01 Other Events.
The Issuer redeemed its 5.625% senior unsecured notes due 2024 in full on
September 25, 2020 with proceeds from the offering of the Notes.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
4.1 Indenture, dated as of September 25, 2025, between Nexstar
Broadcasting, Inc., as issuer, the guarantors from time to time party
thereto and Citibank, N.A., as trustee.
4.2 Form of 4.750% Senior Note due 2028 (included as Exhibit A to
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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