Nexstar Broadcasting Announces Tender Offer and Consent Solicitation for Senior Subordinated PIK Notes Due 2014

* Reuters is not responsible for the content in this press release.

Tue Apr 6, 2010 7:50am EDT

IRVING, Texas--(Business Wire)--
Nexstar Broadcasting Group, Inc. (NASDAQ: NXST) (the "Company" or "Nexstar")
announced today that Nexstar Broadcasting, Inc., its wholly-owned subsidiary,
has commenced a cash tender offer and consent solicitation with respect to
Nexstar Broadcasting`s outstanding $42,628,179 aggregate principal amount of
Senior Subordinated PIK Notes due 2014 (the "Notes"), which are issued by
Nexstar Broadcasting. 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 April 5, 2010, which more fully sets forth the terms and conditions of the
tender offer and consent solicitation. The tender offer and consent solicitation
are subject to customary conditions, including, among other things, a financing
condition. The tender offer and consent solicitation will expire at Midnight,
New York City time, on April 30, 2010, unless extended or earlier terminated by
the Company (the "Expiration Time"). 

Holders who validly tender (and do not validly withdraw) their Notes on or prior
to the consent payment deadline of 5:00 p.m., New York City time, on April 16,
2010 (the "Consent Payment Deadline"), and whose Notes are accepted for payment,
will receive total consideration equal to $1,045.00 per $1,000 principal amount
of the Notes (the "Total Consideration"), plus any accrued and unpaid interest
on the Notes up to, but not including, the first settlement date. The Total
Consideration includes a consent payment of $30.00 per $1,000 principal amount
of the Notes. 

Holders who validly tender (and do not validly withdraw) their Notes after the
Consent Payment Date, but on or prior to the Expiration Time, and whose Notes
are accepted for payment, will receive the tender consideration equal to
$1,015.00 per $1,000 principal amount of the Notes (the "Tender Consideration"),
plus any accrued and unpaid interest on the Notes up to, but not including, the
final settlement date. Holders of Notes who tender after the Consent Payment
Deadline will not receive a consent payment. 

Holders who tender Notes on or prior to the Consent Payment Deadline may
withdraw such Notes at any time on or prior to the Consent Payment Deadline. 

In connection with the tender offer, the Company is also soliciting consents
from the holders of the Notes for certain proposed amendments that would
eliminate substantially all restrictive covenants contained in the indenture
governing the Notes. Adoption of the proposed amendments with respect to the
Notes requires the consent of the holders of at least a majority of the
outstanding principal amount of the Notes. Holders who tender their Notes will
be deemed to consent to the proposed amendments and holders may not deliver
consents to the proposed amendments without tendering their Notes in the tender
offer. The tender offer and consent solicitation are subject to customary
conditions, including, among other things, a financing condition. 

Provided that the conditions to the tender offer, including the financing
condition that the Company receives borrowings from its concurrent proposed
refinancing of its existing senior secured credit facility, have been satisfied
or waived by the Company, the Company will pay for Notes purchased in the tender
offer, together with accrued interest, on either the first settlement date or
the final settlement date, as applicable. The Company intends to fund the
purchase of the Notes with a portion of the proceeds it receives from the
concurrent proposed offering of its senior secured second lien notes, with
borrowings under the refinancing of its existing senior secured credit facility
or cash on hand, or a combination thereof. The tender offer and consent
solicitation is not an offer to participate in any way in the proposed
refinancing of Nexstar Broadcasting`s existing senior secured credit facility
nor an offer to sell or a solicitation of an offer to buy the senior secured
second lien notes. Offers and sales of the senior secured second lien notes will
only be made by means of the private offering memorandum. Holders of Notes that
have been validly tendered and accepted by the Company 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 Notes that have been validly tendered and accepted by the Company
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 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 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 Notes in the tender offer or deliver their consent to the proposed
amendments. 

The Company 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 currently owns, operates, programs or provides sales
and other services to 62 television stations in 34 markets in the states of
Illinois, Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania, Louisiana,
Arkansas, Alabama, New York, Rhode Island, Utah and Florida. Nexstar`s
television station group includes affiliates of NBC, CBS, ABC, FOX, MyNetworkTV
and The CW and reaches approximately 13 million viewers or approximately 11.5%
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.

Nexstar Broadcasting Group, Inc.
Thomas E. Carter, 972-373-8800
Chief Financial Officer
or
Jaffoni & Collins Incorporated
Joseph Jaffoni, 212-835-8500
nxst@jcir.com

Copyright Business Wire 2010

Comments (0)
This discussion is now closed. We welcome comments on our articles for a limited period after their publication.