Nexstar Media Group Announces \$5.1 Billion Debt Offering to Support TEGNA Acquisition

Key Highlights of the Announcement

• Debt Offering: Nexstar Media Group, Inc. (NASDAQ: NXST) announced a significant private offering of \$5.115 billion in aggregate principal amount of new notes.
• Note Details: The offering is split into \$3.39 billion of senior secured notes due 2033 and \$1.725 billion of senior unsecured notes due 2034.
• Purpose: Proceeds from these offerings are earmarked for multiple uses related directly to the acquisition of TEGNA Inc., a major media transaction:
  • Repayment of borrowings under bridge credit facilities incurred for the TEGNA acquisition.
  • Repayment of certain borrowings under new senior secured credit facilities.
  • Funding the purchase of TEGNA’s 5.00% senior notes due 2029 via a tender offer.
  • Payment of related fees and expenses.
• Unsecured Notes Use: Proceeds from the unsecured notes will be used to:
  • Fund the redemption of Nexstar Media’s 5.625% senior notes due 2027.
  • Pay fees and expenses associated with these transactions.
• Guarantees: The notes will be guaranteed by Nexstar Media Group, Mission Broadcasting, Inc., and select subsidiaries.
• Offering Structure: The notes are being offered only to qualified institutional buyers in the U.S. under Rule 144A and to non-U.S. investors under Regulation S. They are not registered under the Securities Act and cannot be sold in the U.S. without registration or an exemption.
• Legal Notice: The press release does not constitute an offer to sell, nor a notice of redemption for any outstanding TEGNA or Nexstar Media notes.

Price-Sensitive Information for Shareholders

• Debt Refinancing and Acquisition Funding: The large-scale refinancing and new debt issuance to support the TEGNA acquisition is a material event. The acquisition itself is a transformative move for Nexstar, potentially expanding its scale and reach in the media sector.
• Impact on Capital Structure: The offering will substantially increase Nexstar’s long-term debt obligations. This could affect future cash flows, leverage ratios, and financial flexibility, which are critical metrics for shareholders and investors.
• Integration Risks: The company notes risks related to integrating TEGNA and realizing synergies, as well as litigation risks. Economic factors such as tariffs, inflation, high interest rates, and supply chain disruptions could also impact the ongoing performance and integration process.
• Redemption of Existing Notes: The planned redemption of Nexstar Media’s 5.625% senior notes due 2027 and TEGNA’s 5.00% senior notes due 2029 (via tender offer) could result in changes to interest expense and debt maturity profiles.
• Forward-Looking Statements: The company emphasizes that all statements (except historical facts) are forward-looking and subject to risks and uncertainties, especially regarding the benefits and challenges of the TEGNA merger.

About Nexstar Media Group

Nexstar Media Group is a leading diversified media company producing and distributing local and national news, sports, and entertainment content across television and digital platforms.

Contacts

Investor Relations:
Lee Ann Gliha, Chief Financial Officer — 972/373-8800
Joseph Jaffoni or Jennifer Neuman, JCIR — 212/835-8500 or [email protected]

Media Contact:
Gary Weitman, EVP and Chief Communications Officer — 972/373-8800, [email protected]

Potential Share Price Impact

This announcement is highly material for Nexstar shareholders. The combination of a major acquisition (TEGNA Inc.), substantial debt issuance, and refinancing activity could lead to significant changes in Nexstar’s financial outlook, risk profile, and equity valuation. Investors should closely monitor developments related to the integration of TEGNA, debt servicing costs, and the realization of anticipated synergies. Market reaction may be swift depending on perceived risks and benefits.

Disclaimer

This article is for informational purposes only and does not constitute investment advice or an offer to sell or solicit an offer to buy securities. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from expectations. Investors should review all available information and consult with financial advisors before making investment decisions.

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