|By Business Wire||
|October 24, 2012 06:19 PM EDT||
Nexstar Broadcasting Group, Inc. (NASDAQ: NXST) (the “Company”) announced today that its wholly-owned subsidiary, Nexstar Broadcasting, Inc. (“Nexstar Broadcasting”), has commenced a cash tender offer and consent solicitation with respect to Nexstar Broadcasting’s outstanding $3,912,000 aggregate principal amount of 7% Senior Subordinated Notes due 2014 (the “2014 Notes”) and $112,593,449 aggregate principal amount of 7% Senior Subordinated PIK Notes due 2014 (the “2014 PIK Notes” and, together with the 2014 Notes, the “Existing Notes”). The tender offer and consent solicitation is being made subject to the terms and conditions set forth in an Offer to Purchase and Consent Solicitation Statement and a related Letter of Instructions, each dated as of October 24, 2012, which more fully sets forth the terms and conditions of the tender offer and consent solicitation. The tender offer and consent solicitation will expire at Midnight, New York City time, on November 21, 2012, unless extended or earlier terminated by Nexstar Broadcasting (the “Expiration Time”).
Holders who validly tender (and do not validly withdraw) their Existing Notes on or prior to the consent payment deadline of 5:00 p.m., New York City time, on November 6, 2012 (the “Consent Payment Deadline”), and whose Existing Notes are accepted for payment, will receive total consideration equal to $1,003.00 per $1,000 principal amount of the Existing Notes (the “Total Consideration”), plus any accrued and unpaid interest on the Existing Notes up to, but not including, the first settlement date. The Total Consideration includes a consent payment of $10.00 per $1,000 principal amount of the Existing Notes.
Holders who validly tender (and do not validly withdraw) their Existing Notes after the Consent Payment Deadline, but on or prior to the Expiration Time, and whose Existing Notes are accepted for payment, will receive the tender consideration equal to $993.00 per $1,000 principal amount of the Existing Notes (the “Tender Consideration”), plus any accrued and unpaid interest on the Existing Notes up to, but not including, the final settlement date. Holders of Existing Notes who tender after the Consent Payment Deadline will not receive a consent payment.
Holders who tender Existing Notes on or prior to the Consent Payment Deadline may withdraw such Existing Notes at any time on or prior to the Consent Payment Deadline.
In connection with the tender offer, Nexstar Broadcasting is also soliciting consents from the holders of each series of Existing Notes for certain proposed amendments that would eliminate substantially all restrictive covenants contained in the applicable indenture governing such notes. Adoption of the proposed amendments with respect to the Existing Notes requires the consent of the holders of at least a majority of the outstanding principal amount of the Existing Notes of that series. Holders who tender their Existing Notes will be deemed to consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their Existing Notes in the tender offer.
Provided that certain customary conditions to the tender offer, including a financing condition, have been satisfied or waived by Nexstar Broadcasting, Nexstar Broadcasting will pay for Existing Notes purchased in the tender offer, together with accrued interest, on either the first settlement date or the final settlement date, as applicable. Holders of Existing Notes that have been validly tendered and accepted by Nexstar Broadcasting by the Consent Payment Deadline will receive the Total Consideration and will be paid on the first settlement date, which is expected to be promptly after satisfaction of the financing condition and following the Consent Payment Deadline, provided that all other conditions to the offer have been satisfied or waived at such time. Holders of Existing Notes that have been validly tendered and accepted by Nexstar Broadcasting after the Consent Payment Deadline, but on or prior to the Expiration Time, will receive the Tender Consideration only, and will be paid on the final settlement date, which is expected to be promptly after the date on which the Expiration Time occurs.
This press release is for informational purposes only and is not an offer to buy or sell or the solicitation of an offer to sell or buy 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 Nexstar Broadcasting, the dealer manager, the solicitation agent, the information agent, the depositary or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Existing Notes in the tender offer or deliver their consent to the proposed amendments.
Nexstar Broadcasting has engaged BofA Merrill Lynch to act as dealer manager and solicitation agent 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) 389-1500 (toll free) or (212) 430-3774 (collect). Questions regarding the tender offer or consent solicitation may be directed to BofA Merrill Lynch at (888) 292-0070 (toll free) or (646) 855-3401 (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 55 television stations and 11 related digital multicast signals reaching 32 markets or approximately 9.3% of all U.S. television households. Nexstar’s portfolio includes affiliates of NBC, CBS, ABC, FOX, MyNetworkTV, The CW, and Bounce TV, the nation’s first over-the-air broadcast television network programmed for African-American audiences and three independent stations. Nexstar’s 31 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 the completion of the proposed Newport Television, LLC transaction and the sale of KBTV, Nexstar will own, operate, program or provide sales and other services to 66 television stations and related digital multicast signals reaching 38 markets or approximately 11.4% of all U.S. television households.
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, statements regarding our acquisition of the Newport Assets and Nexstar Broadcasting’s issuance of the notes and the entry into new 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 the Newport Assets, including as a result of a delay in completing the acquisition of the Newport Assets or a delay or difficulty in integrating the Newport 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.