UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 8, 2020 (September 3, 2020)
Nexstar Media Group, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 000-50478 | 23-3083125 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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545 E. John Carpenter Freeway, Suite 700, Irving, Texas | | 75062 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (972) 373-8800
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Class A Common Stock | | NXST | | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On September 4, 2020, Nexstar Media Group, Inc. (“Nexstar”) issued a press release announcing that Nexstar Broadcasting, Inc. (“Nexstar Broadcasting”), a wholly-owned subsidiary of Nexstar, and Mission Broadcasting, Inc. (“Mission”), a variable interest entity of Nexstar Broadcasting, received new revolving credit commitments in an aggregate principal amount of $280,000,000 (the “2020 Revolving Credit Facility”) under Nexstar Broadcasting’s and Mission’s respective existing credit agreements. $250,000,000 of the 2020 Revolving Credit Facility is allocated to Mission and $30,000,000 of the 2020 Revolving Credit Facility is allocated to Nexstar Broadcasting. The 2020 Revolving Credit Facility is in addition to the $166,000,000 revolving credit facility under Nexstar Broadcasting’s and Mission’s existing credit agreements.
The 2020 Revolving Credit Facility bears interest at the LIBOR rate, with a margin in the range of 1.75% - 2.50%, determined based on a leverage based grid. The remaining terms of the 2020 Revolving Credit Facility are substantially the same as Nexstar’s and Mission’s existing $166,000,000 revolving credit facility.
The foregoing description is qualified in its entirety by reference to the text of the amended credit agreement, a copy of which is filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and the terms of which are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 is incorporated into this Item 2.03 by reference.
Item 8.01. Other Events.
Concurrent with the close of the 2020 Revolving Credit Facility, Mission borrowed $225,000,000 under such facility and used the proceeds to prepay Mission’s outstanding term B loans in full. Nexstar Broadcasting also made a voluntary prepayment of $250,000,000 of its outstanding term A loans with cash on hand.
A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. | Description |
10.1 | Credit Agreement, dated as of January 17, 2017, by and among Nexstar Broadcasting, Inc., Nexstar Media Group, Inc., Bank of America, N.A. and the several lenders party thereto, as amended by that Amendment No. 4, dated as of September 3, 2020. |
10.2 | Credit Agreement, dated as of January 17, 2017, by and among Mission Broadcasting, Inc., Bank of America, N.A. and the several lenders party thereto, as amended by that Amendment No. 2, dated as of September 3, 2020. |
99.1 | Press Release issued on September 4, 2020 |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant 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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| NEXSTAR MEDIA GROUP, INC. |
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| By: | /s/ Thomas E. Carter |
Date: September 8, 2020 | Name: | Thomas E. Carter |
| Title: | Chief Financial Officer |
| | (Principal Financial Officer) |
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