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NEXSTAR MEDIA GROUP, INC. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

09/15/2020 | 04:51pm EDT

Item 7.01 Regulation FD Disclosure

Nexstar Media Group, Inc. (the "Company") announced on September 15, 2020 that its wholly-owned subsidiary, Nexstar Broadcasting, Inc. (the "Issuer"), has priced its previously announced offering of $1,000 million in aggregate principal amount of 4.75% Senior Notes due 2028 (the "Notes") in a private offering (the "Notes Offering"). The sale of the Notes is expected to be completed on or about September 25, 2020, subject to customary closing conditions. The Notes will have a maturity date of November 1, 2028. The Notes were priced at 100.00% of their face value and will be the Issuer's senior unsecured obligations and will be 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 Issuer intends to use the proceeds from the Notes Offering to redeem all of its 5.625% senior unsecured notes due 2024 and pay related premiums, accrued and unpaid interest, and fees and expenses, with the remainder to be used for general corporate purposes.

The Notes were being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or, outside the United States, to persons other than "U.S. persons" in compliance with Regulation S under the Securities Act. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the Notes. Any offers of the Notes will be made only by means of a private offering memorandum. The Notes have not been and will not be registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. A copy of the press release relating to the pricing of the Notes Offering is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference into any filing under the Securities Act or in the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.    Description
   99.1          Press Release of Nexstar Media Group, Inc. dated September 15, 2020
               relating to pricing of Nexstar Broadcasting, Inc.'s 4.75% Senior
               Notes due 2028.
    104        Cover Page Interactive Data File (embedded within the Inline XBRL

Forward-Looking Statements

This Current Report includes forward-looking statements. We have based these forward-looking statements on our 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, the Company 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, concerning, among other things, the Issuer's issuance of the Notes and the use of proceeds therefrom, involve risks and uncertainties, and are subject to change based on various important factors, including the Issuer's ability to consummate the offering of the Notes, current capital and debt market conditions, risks and uncertainties related to the global Coronavirus Disease 2019 ("COVID-19") pandemic, including, for example, expectations regarding the impact of COVID-19 on our businesses and our future financial performance; our ability to obtain financial and tax benefits from the Coronavirus Aid, Relief, and Economic Security Act; 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. The Company 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 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 the Company's Annual Report on Form 10-K for the year ended December 31, 2019, the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 and the Company's subsequent public filings with the Securities and Exchange Commission.



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