Nexstar Broadcasting Group Announces Secondary Offering of Common Stock by Selling Stockholders and Repurchase of its Common Stock
Nexstar Broadcasting Group, Inc. (NASDAQ: NXST) (the “Company”) today
announced that selling stockholders, funds affiliated with ABRY
Partners, LLC, intend to offer for sale 3.5 million shares of the
Company’s Class A common stock in an underwritten offering (the
“Offering”). The Company also announced that it will enter into an
agreement with the selling stockholders to repurchase 365,384 shares of
their Class A common stock at a price per share equal to the price per
share being paid by the underwriter to the selling stockholder in the
offering, concurrently with the closing of the offering, directly from
the selling stockholders in a private, non-underwritten transaction that
was reviewed and approved by the audit committee of the Company’s board
of directors, which is composed entirely of independent directors who
are unaffiliated with ABRY Partners, LLC. The Company intends to use
cash on hand to fund the stock repurchase. The closing of the concurrent
stock repurchase is contingent on the closing of the offering. The
closing of the offering is not contingent on the closing of the
concurrent stock repurchase. The shares repurchased will be held by the
Company in treasury for possible future use and assuming these
transactions are completed, a total of 29,358,835 shares of Class A
common stock will be outstanding.
The offering consists entirely of secondary shares to be sold by the
selling stockholders. The Company will not sell any shares in the
offering and will not receive any proceeds from the offering. Closing of
the offering is expected to occur on or about May 6, 2013, subject to
customary closing conditions.
Following the offering and the concurrent stock repurchase, ABRY
Partners, LLC will have no remaining shareholdings in Nexstar.
BofA Merrill Lynch is acting as sole book-running manager for the
offering. A shelf registration statement (including prospectus) relating
to the shares has been declared effective by the Securities and Exchange
Commission ("SEC"). Before you invest, you should read the prospectus
and other documents filed with the SEC for more complete information
about the Company and this offering. You may get these documents for
free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, copies of the preliminary prospectus supplement and final
prospectus supplement, when available, may be obtained from BofA Merrill
Lynch, 222 Broadway, New York, New York, 10038, Attention: Prospectus
Department or by email at dg.prospectus_requests@baml.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities nor will there be any
sale of these securities in any state or other jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or other
jurisdiction. The offering of these securities will be made only by
means of the prospectus supplement and the accompanying prospectus.
About Nexstar Broadcasting Group, Inc.
Nexstar Broadcasting Group is a leading diversified media company that
leverages localism to bring new services and value to consumers and
advertisers through its traditional media, e-MEDIA, digital and mobile
media platforms. Nexstar owns, operates, programs or provides sales and
other services to 72 television stations and 13 related digital
multicast signals reaching 41 markets or approximately 12.1% of all U.S.
television households. Nexstar’s portfolio includes affiliates of NBC,
CBS, ABC, FOX, MyNetworkTV, The CW, Telemundo, and Bounce TV, the
nation’s first over-the-air broadcast television network programmed for
African-American audiences and two independent stations. Nexstar’s 43
community portal websites offer additional hyper-local content and
verticals for consumers and advertisers, allowing audiences to choose
where, when and how they access content while creating new revenue
opportunities. Assuming completion of all announced transactions,
Nexstar will own, operate, program or provide sales and other services
to 91 stations and 20 related digital multicast signals in 48 markets
reaching approximately 13.9% of all U.S. television households.
Forward-Looking Statements
Certain statements in this news release are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of
1995. Generally, forward-looking statements are not based on historical
facts but instead represent only our current beliefs regarding future
events. All forward-looking statements are, by their nature, subject to
risks, uncertainties and other factors that could cause actual results,
performance or achievements to differ materially from those expressed or
implied in such forward-looking statements. Investors are cautioned not
to place undue reliance on these forward-looking statements. Such
statements may be identified by words such as "expects," "anticipates,"
"intends," "projects," "estimates," "plans," "may increase," "may
fluctuate" and similar expressions or future or conditional verbs such
as "will," "should," "would," "may" and "could." Unless required by law,
we undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. For more details on factors that could affect these
expectations, please see our filings with the Securities and Exchange
Commission.