Nexstar Broadcasting Group, Inc. (NASDAQ:NXST) (the “Company”) announced
today that its wholly-owned subsidiary, Nexstar Broadcasting, Inc.
(“Nexstar Broadcasting”), upsized and priced an offering of $275.0
million in aggregate principal amount (an increase of $25 million over
the amount previously announced) of 6.125% new senior notes due 2022
(the “Notes”). The sale of the Notes is expected to be completed on or
about January 29, 2015, subject to customary closing conditions.
The Notes were priced at par and will be senior unsecured obligations of
Nexstar Broadcasting and will be guaranteed by the Company and Mission
Broadcasting Inc. (“Mission”) and certain of Nexstar Broadcasting’s and
Mission’s future restricted subsidiaries on a senior unsecured basis.
Nexstar Broadcasting intends to use the net proceeds from this offering
to fund the proposed acquisitions of three television stations in three
markets from Landmark Television, LLC and Landmark Media Enterprises,
LLC, Meredith Corporation and SagamoreHill of Phoenix, LLC, and Pappas
Telecasting of Iowa, LLC and KCWI License, LLC (collectively, the
“Pending Acquisitions”), to pay related fees and expenses and for
general corporate purposes. If any of the Pending Acquisitions are not
consummated, the proceeds of this offering intended to fund such Pending
Acquisitions will be used to pay fees and expenses and for general
corporate purposes. This offering is not conditioned on the consummation
of the Pending Acquisitions or any other transactions.
The Notes and related guarantees will be offered in the United States
only to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), and outside
the United States, only to non-U.S. investors pursuant to Regulation S
under the Securities Act. The Notes and the related guarantees have not
been 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 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, digital and mobile media
platforms. Nexstar owns, operates, programs or provides sales and other
services to 105 television stations and 34 related digital multicast
signals reaching 56 markets or approximately 15.6% of all U.S.
television households. Nexstar’s portfolio includes affiliates of NBC,
CBS, ABC, FOX, MyNetworkTV, The CW, Telemundo, Bounce TV, Me-TV, and
LATV. Nexstar’s 56 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.
Pro-forma for the completion of all announced transactions, including
the Pending Acquisitions, Nexstar will own, operate, program or provide
sales and other services to 110 television stations and related digital
multicast signals reaching 58 markets or approximately 18% 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, concerning, among other things, changes
in net revenue, cash flow and operating expenses, involve risks and
uncertainties, and are subject to change based on various important
factors, including the impact of changes in national and regional
economies, our ability to service and refinance our outstanding debt,
successful integration of acquired television stations (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 served by the Company, volatility in
programming costs, the effects of governmental regulation of
broadcasting, industry consolidation, technological developments and
major world news events. 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 2015