UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report: March 23, 2005 (Date of earliest event reported: March 17, 2005)
Mission Broadcasting, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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| Delaware | | 333-62916-02 | | 51-0388022 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
7650 Chippewa Road, Suite 305
Brecksville, Ohio 44141
(Address of Principal Executive Offices, including Zip Code)
(440) 526-2227
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On March 17, 2005, Mission Broadcasting, Inc. (“Mission”), Nexstar Broadcasting, Inc. (“Nexstar Broadcasting”), Nexstar Broadcasting Group, Inc. (“Nexstar”) and certain initial purchasers entered into a purchase agreement pursuant to which Nexstar Broadcasting agreed to issue and sell, and the initial purchasers agreed to purchase, 7% Senior Subordinated Notes due 2014 (the “Notes”) in aggregate principal amount of $75,000,000, and Nexstar and Mission agreed to guarantee such Notes upon issuance (the “Guarantees”). The closing of the transaction is scheduled for April 1, 2005 and is subject to customary closing conditions.
Neither the Notes nor the Guarantees have been nor and will be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
SIGNATURES
According to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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| | | MISSION BROADCASTING, INC. |
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| | | By: | | /s/ David S. Smith
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| Date: March 23, 2005 | | Name: | | David S. Smith |
| | | Title: | | President |
