Nexstar Broadcasting Group, Inc. (NASDAQ:NXST) (the “Company”) announced
today that its wholly-owned subsidiary, Nexstar Broadcasting, Inc.
(“Nexstar Broadcasting”) and Mission Broadcasting, Inc. (“Mission” and
together with Nexstar Broadcasting, the “Issuers”), have received,
pursuant to their previously announced cash tender offer and consent
solicitation for any and all of the outstanding $314,575,000 aggregate
principal amount of 8.875% Senior Secured Second Lien Notes due 2017
(the “Notes”), the requisite consents to adopt proposed amendments to
the indenture, under which the Notes were issued, that would, among
other things, eliminate substantially all of the restrictive covenants,
certain events of default and certain related provisions contained in
the indenture (collectively, the “Base Amendments”) and provide for the
release of the liens on the collateral that secures the Issuers’ and the
Company’s obligations with respect to the Notes (the “Collateral
Amendments” and together with the Base Amendments, the “Amendments”).
Pursuant to the indenture under which the Notes were issued, adoption of
the Collateral Amendments required the consent of holders of at least
75% of the outstanding principal amount of the Notes.
As reported by the depositary, tenders and corresponding consents have
been delivered with respect to $292,688,000 aggregate principal amount
of the Notes (representing 93.04% of the outstanding aggregate principal
amount of the Notes), which Notes had been validly tendered and not
validly withdrawn as of 5:00 p.m., New York City time, on September 30,
2013 (the “Consent Payment Deadline”). As a result, the requisite
consents have been obtained with respect to all of the Amendments.
In conjunction with receiving the requisite consents, the Issuers, the
Company, the guarantors party thereto, and The Bank of New York Mellon,
as trustee and collateral agent, executed a first supplemental indenture
with respect to the indenture governing the Notes effecting certain
amendments that would implement the Amendments. The first supplemental
indenture became operative upon acceptance of the Notes for purchase by
the Issuers pursuant to the terms and conditions described in the
Statement (as defined below).
The tender offer and consent solicitation are being made upon the terms
and subject to the conditions set forth in the related Offer to Purchase
and Consent Solicitation Statement dated September 17, 2013 (the
“Statement”). Holders who validly tendered their Notes and delivered
their consents on or prior to the Consent Payment Deadline are eligible
to receive the applicable Total Consideration (as defined below). A
holder’s right to validly withdraw tendered Notes and validly revoke
delivered consents expired on the Consent Payment Deadline.
The Issuers’ obligation to accept for purchase and to pay for Notes
validly tendered and not validly withdrawn and consents validly
delivered, and not validly revoked, pursuant to the tender offer and
consent solicitation, was subject to and conditioned upon the
satisfaction of or, where applicable, the Issuers’ waiver of, certain
conditions, including a financing condition. As of October 1, 2013 these
conditions have been satisfied and the Notes validly tendered and not
validly withdrawn as of the Consent Payment Deadline were accepted for
purchase by the Issuers.
Holders who validly tendered (and did not validly withdraw) their Notes
on or prior to the Consent Payment Deadline received total consideration
equal to $1,088.75 per $1,000 principal amount of the Notes (the “Total
Consideration”), plus any accrued and unpaid interest on the Notes up
to, but not including, the first settlement date. The Total
Consideration includes a consent payment of $30.00 per $1,000 principal
amount of the Notes (the “Consent Payment”).
Holders who validly tender their Notes after the Consent Payment
Deadline, but on or prior to Midnight, New York City time, on October
15, 2013, unless extended or earlier terminated by the Issuers (the
“Expiration Time”), and whose Notes are accepted for payment, will
receive the tender consideration equal to $1,058.75 per $1,000 principal
amount of the Notes (the “Tender Consideration”), plus any accrued and
unpaid interest on the Notes up to, but not including, the final
settlement date. Holders of Notes who tender after the Consent Payment
Deadline will not receive a Consent Payment.
Any Notes not tendered and purchased pursuant to the tender offer will
remain outstanding and the holders thereof will be bound by the
amendments contained in the first supplemental indenture eliminating
substantially all restrictive covenants, certain events of default and
certain related provisions contained in the indenture and provide for
the release of the liens on the collateral that secures the Issuers’ and
the Company’s obligations with respect to the Notes even though they
have not consented to the amendments.
This press release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell with respect to any
securities. The tender offer and consent solicitation are only being
made pursuant to the terms of the Offer to Purchase and Consent
Solicitation Statement and the related letter of instructions. The
tender offer and consent solicitation are not being made in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such
jurisdiction. None of the Company, the Issuers, the dealer managers, the
solicitation agents, the information agent, the depositary, the Trustee
or the Collateral Agent or their respective affiliates is making any
recommendation as to whether or not holders should tender all or any
portion of their Notes in the tender offer or deliver their consent to
the proposed amendments.
The Issuers have engaged Credit Suisse Securities (USA) LLC and RBC
Capital Markets, LLC to act as dealer managers and solicitation agents
for the tender offer and consent solicitation and Global Bondholder
Services Corporation to act as information agent and depositary for the
tender offer. Requests for documents may be directed to Global
Bondholder Services Corporation at (866) 470-3774 (toll free) or
(212) 430-3774 (collect). Questions regarding the tender offer or
consent solicitation may be directed to Credit Suisse Securities (USA)
LLC at (800) 820-1653 (toll free) or (212) 325-2476 (collect) or RBC
Capital Markets, LLC at (877) 381-2099 (toll free) or (212) 618-7822
(collect).
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, Me-TV, LATV, and Bounce
TV, the nation’s first over-the-air broadcast television network
programmed for African-American audiences and one independent station.
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 96 television
stations and related digital multicast signals reaching 51 markets or
approximately 14.6% of all U.S. television households.
Forward-Looking Statements
This news release 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 news release, concern, among other things, statements
regarding our acquisition of television stations from Citadel
Communications, L.P. and Stainless Broadcasting, L.P. and Nexstar
Broadcasting’s issuance of the notes and the entry into amendments to
the senior secured bank facilities. These statements are based on
management’s estimates and assumptions with respect to future events,
which include uncertainty as to our ability to consummate the offering
of the notes, failure to realize the anticipated benefits of the
acquisition of television stations from Citadel Communications, L.P. and
Stainless Broadcasting, L.P., including as a result of a delay in
completing such acquisitions or a delay or difficulty in integrating
such assets, the expected amount and timing of cost savings and
operating synergies, current capital and debt market conditions, the
Company’s ability to obtain new debt financing on acceptable terms, the
anticipated terms of the notes, and the anticipated use of proceeds from
the proposed offering, which estimates are believed to be reasonable,
though are inherently uncertain and difficult to predict. 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. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed in this news release
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 our filings with the Securities and Exchange
Commission.
Copyright Business Wire 2013