MARKET WIRE NEWS

Nexstar Media Group Announces Offering of $3,390 Million Senior Secured Notes Due 2033 and $1,725 Million Senior Notes Due 2034

MWN-AI** Summary

Nexstar Media Group, Inc. (NASDAQ: NXST) has announced that its wholly-owned subsidiary, Nexstar Media Inc., plans to offer $3,390 million of senior secured notes due in 2033 and $1,725 million of senior notes due in 2034. This private offering is subject to market conditions and aims to raise funds exempt from registration under the Securities Act of 1933.

These new notes will be senior secured/unsecured obligations, guaranteed by Nexstar and several of its subsidiaries, thereby ensuring a layer of backing for the investors. The proceeds from the senior secured notes are earmarked predominantly for significant financial maneuvers associated with the company's recent $10.5 billion acquisition of TEGNA Inc. This includes repaying existing bridge loans, settling borrowings under secured credit facilities, and funding the purchase of TEGNA's existing senior notes due 2029.

Conversely, the proceeds from the senior notes will be utilized to redeem Nexstar Media's 5.625% senior notes due in 2027 and cover expenses relating to these transactions and the TEGNA acquisition.

This fundraising effort is targeted at institutional buyers and will be conducted privately under specific regulations, indicating a strategic move to enhance financial flexibility. The offering highlights Nexstar's ongoing strategy to optimize its capital structure as it integrates TEGNA's operations.

Investors should note that this announcement contains forward-looking statements that pertain to the company's future expectations and risks, including economic variables beyond its control. As such, while Nexstar aims for improved performance through these offerings, various market factors could influence outcomes. This initiative underscores Nexstar's commitment to solidifying its position within the competitive media landscape while managing its debt obligations proactively.

MWN-AI** Analysis

Nexstar Media Group’s recent announcement regarding the offering of $3.39 billion in senior secured notes due 2033 and $1.725 billion in senior notes due 2034 signals a strategic financial maneuver aimed at enhancing its capital structure post-acquisition of TEGNA Inc. While the use of proceeds earmarked for debt repayment and acquisition-related expenses portrays a commitment to financial prudence, it also raises several considerations for potential investors.

Firstly, the issuance of secured and unsecured notes reflects Nexstar's intent to optimize its debt profile. With the secured notes likely offering lower yields due to their seniority, investors may find them appealing if they seek greater security and are willing to accept a lower risk-return ratio. Conversely, the unsecured notes, set to mature a year later, could attract those looking for higher returns, albeit with increased risk.

The backdrop of rising interest rates and current macroeconomic uncertainties, such as high inflation and capital market fluctuations, must also be taken into account. As Nexstar gears up to integrate TEGNA, the risks associated with merging operations and anticipated synergies may influence its profitability outlook. Investors are advised to scrutinize Nexstar's plans closely to assess the potential impact on earnings and cash flow—factors critical in the context of the increased leverage that comes with such substantial debt issuance.

Moreover, potential buyers of these notes should consider the company’s long-term operational performance and its ability to navigate the competitive media landscape effectively. Those looking for exposure to Nexstar’s debt should weigh the potential rewards of the offers against the company's financial health and growth story post-acquisition. As always, diversification remains a key strategy to mitigate risks associated with corporate bond investments. Investors should conduct thorough due diligence and remain cautious in this evolving environment.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: Business Wire

Nexstar Media Group, Inc. (NASDAQ: NXST) (“Nexstar” or the “Company”) announced today that Nexstar Media Inc. (“Nexstar Media”), its wholly-owned subsidiary, intends to offer, subject to market and other conditions, $3,390 million in aggregate principal amount of new senior secured notes due 2033 (the “Secured Notes”) and $1,725 million in aggregate principal amount of new senior notes due 2034 (the “Unsecured Notes” and, together with the Secured Notes, the “Notes”), in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).

The Notes will be senior secured or unsecured obligations, as applicable, of Nexstar Media and will be guaranteed on a senior secured or unsecured basis, as applicable, by the Company, Mission Broadcasting, Inc. (“Mission”) and any direct or indirect restricted subsidiary of Mission and by certain of Nexstar Media’s existing and future restricted subsidiaries that will guarantee its credit facilities.

Nexstar Media intends to use the proceeds from the proposed offering of the Secured Notes, together with cash on hand, to (i) repay borrowings outstanding under its bridge credit facilities incurred in connection with the closing of the acquisition of TEGNA Inc. (“TEGNA”), (ii) repay certain borrowings outstanding under its new senior secured credit facilities, (iii) fund the purchase of TEGNA's 5.00% senior notes due 2029 in connection with Nexstar Media's tender offer for such notes and (iv) pay fees and expenses in connection with the foregoing and the TEGNA acquisition. Nexstar Media intends to use the proceeds from the offering of the Unsecured Notes to (i) fund the redemption of Nexstar Media's 5.625% senior notes due 2027 and (ii) pay fees and expenses incurred in connection with the foregoing. This press release does not constitute a notice of redemption of TEGNA’s or Nexstar Media’s outstanding notes.

The Notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States, only to non-U.S. investors pursuant to Regulation S under the Securities Act. 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 absent registration or an applicable exemption from registration requirements.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.

About Nexstar Media Group, Inc.

Nexstar Media Group, Inc. (NASDAQ: NXST), is a leading diversified media company that produces and distributes engaging local and national news, sports and entertainment content across its television and digital platforms.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including but not limited to: the ultimate benefits and synergies of the merger with TEGNA and related integration and litigation risks; the risks and uncertainties of current economic factors that are beyond our control, such as tariffs and other trade barriers, capital markets volatility, sustained inflation, high interest rates and supply chain disruptions; any projections or expectations of earnings, revenue, financial performance, liquidity and capital resources or other financial items; any assumptions or projections about the television broadcasting industry; any statements of our plans, strategies and objectives for our future operations, performance, liquidity and capital resources or other financial items; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and other similar words.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260320060208/en/

Investor Contacts:
Lee Ann Gliha
Chief Financial Officer
Nexstar Media Group, Inc.
972/373-8800

Joseph Jaffoni or Jennifer Neuman
JCIR
212/835-8500 or nxst@jcir.com

Media Contact:
Gary Weitman EVP and Chief Communications Officer
Nexstar Media Group, Inc.
972/373-8800
gweitman@nexstar.tv

FAQ**

What are the anticipated benefits and synergies of the merger between Nexstar Media Group Inc. NXST and TEGNA, and how might this affect future financial performance?

The merger between Nexstar Media Group Inc. and TEGNA is expected to enhance operational efficiencies, expand market reach, and increaseAdvertising revenues, ultimately leading to improved financial performance and shareholder value.

How does Nexstar Media Group Inc. NXST plan to navigate potential economic uncertainties, such as inflation and capital market volatility, following the issuance of new senior secured and unsecured notes?

Nexstar Media Group Inc. plans to navigate potential economic uncertainties by strategically utilizing the proceeds from the new senior secured and unsecured notes to strengthen its balance sheet, enhance liquidity, and support ongoing investments in its broadcasting and digital platforms.

What specific plans does Nexstar Media Group Inc. NXST have for the proceeds from the Secured and Unsecured Notes, and how will this impact its overall capital structure and liquidity?

Nexstar Media Group Inc. plans to use the proceeds from the Secured and Unsecured Notes to refinance existing debt, optimize its capital structure, and enhance liquidity, ultimately strengthening its financial position and operational flexibility.

Considering the forward-looking statements made by Nexstar Media Group Inc. NXST regarding future operations, what measures is the company taking to mitigate risks associated with potential integration challenges post-TEGNA acquisition?

Nexstar Media Group Inc. is implementing a comprehensive integration strategy, focusing on operational efficiencies, enhancing digital capabilities, and leveraging cross-platform synergies to mitigate risks associated with potential integration challenges following the TEGNA acquisition.

**MWN-AI FAQ is based on asking OpenAI questions about Nexstar Media Group Inc. (NASDAQ: NXST).

Nexstar Media Group Inc.

NASDAQ: NXST

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