[November 09, 2012] |
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Nexstar Broadcasting Announces Receipt of Requisite Consent for Consent Solicitation for Senior Subordinated Notes Due 2014 and Senior Subordinated PIK Notes Due 2014
IRVING, Texas --(Business Wire)--
Nexstar Broadcasting Group, Inc. (NASDAQ: NXST) (the "Company")
announced today that its wholly-owned subsidiary, Nexstar Broadcasting,
Inc. ("Nexstar Broadcasting"), has received, pursuant to its previously
announced cash tender offer and consent solicitation for any and all of
the 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 requisite consents to adopt proposed amendments to the
indenture, as supplemented, under which the 2014 Notes were issued and
the indenture, as supplemented, under which the 2014 PIK Notes were
issued, that would, among other things, eliminate substantially all
restrictive covenants and certain event of default provisions contained
in such indentures (the "Proposed Amendments").
Nexstar Broadcasting announced that consents had been delivered with
respect to $3,840,000 of the 2014 Notes (representing 98.16% of the
outstanding aggregate principal amount of 2014 Notes) and $110,709,613
of the 2014 PIK Notes (representing 98.33% of the outstanding aggregate
principal amount of 2014 PIK Notes), which Existing Notes had been
validly tendered and not validly withdrawn as of 5:00 p.m., New York
City time, on November 6, 2012 (the "Consent Payment Deadline"). In
conjunction with receiving the requisite consents, Nexstar Broadcasting
and The Bank of New York Mellon, as trustee, executed (i) a second
supplemental indenture with respect to the indenture, as supplemented,
under which the 2014 Notes were issued and (ii) a second supplemental
indenture with respect to the indenture, as supplemented, under which
the 2014 PIK Notes were issued, in each case, effecting certain
amendments that would implement the Proposed Amendments. Each such
second supplemental indenture became operative upon acceptance of the
Existing Notes for purchase by Nexstar Broadcasting 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 October 24, 2012 (the
"Statement"). Holders who validly tendered their Existing 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 Existing Notes and
validly revoke delivered consents expired on the Consent Payment
Deadline.
Nexstar Broadcasting's obligation to accept for purchase and to pay for
the Existing 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, Nexstar Broadcasting's
waiver of, certain conditions, including a financing condition. As of
November 9, 2012 these conditions have been satisfied and the Existing
Notes validly tendered and not validly withdrawn as of the Consent
Payment Deadline were accepted for purchase by Nexstar Broadcasting.
Holders who validly tendered (and did not validly withdraw) their
Existing Notes on or prior to the Cosent Payment Deadline received
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 (the
"Consent Payment").
Holders who validly tender their Existing Notes after the Consent
Payment Deadline, but on or prior to Midnight, New York City time, on
November 21, 2012, unless extended or earlier terminated by Nexstar
Broadcasting (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.
Any Existing 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 second supplemental indenture
eliminating substantially all restrictive covenants and certain event of
default provisions in the indenture governing the 2014 Notes and 2014
PIK Notes, as applicable, 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, 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 completion of the proposed acquisition of twelve stations from
Newport Television, LLC, Nexstar will own, operate, program or provide
sales and other services to 67 television stations and related digital
multicast signals reaching 39 markets or approximately 11.4% of all U.S.
television households. Assuming completion of the proposed acquisition
of three additional stations from Newport Television, LLC and two
stations from Smith Media, LLC, Nexstar will own, operate, program or
provide sales and other services to 71 television stations and related
digital multicast signals reaching 41 markets or approximately 12.3% 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,
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.
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