[November 23, 2012] |
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Nexstar Broadcasting Announces Expiration of Tender Offer and 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 the expiration and final results of the previously
announced cash tender offer and consent solicitation by its wholly-owned
subsidiary, Nexstar Broadcasting, Inc. ("Nexstar Broadcasting"), to
purchase any and all of its 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 "Notes"). The tender offer expired pursuant to its terms at
midnight, New York City time, on November 21, 2012 (the "Expiration
Date").
On November 9, 2012 (the "Early Settlement Date"), Nexstar Broadcasting
made a payment in cash for all Notes tendered prior to 5:00 p.m., New
York City time, on November 6, 2012 (the "Consent Payment Deadline"). As
of the Consent Payment Deadline, Nexstar Broadcasting had received
tenders and consents in respect of (i) $3,840,000 aggregate principal
amount of 2014 Notes, representing approximately 98.16% of the
outstanding aggregate principal amount of the 2014 Notes, and (ii)
$110,709,613 aggregate principal amount of 2014 PIK Notes, representing
approximately 98.33% of the outstanding aggregate principal amount of
the 2014 PIK Notes, all of which were accepted for purchase. The holders
of the accepted Notes received total consideration of $1,003.00 per
$1,000 of principal amount tendered, which amount included a consent
payment of $10.00 per $1,000 principal amount of Notes tendered. The
total cash payment to purchase such Notes, including accrued and unpaid
interest up to, but not including, the Early Settlement Date, was
approximately $117.4 million.
As of the Consent Payment Deadline, Nexstar Broadcasting also received
consents from holders representing a majority in aggregate principal
amount outstanding of each of the 2014 Notes and the 2014 PIK Notes to
adopt the proposed amendments to the indentures governing each of the
2014 Notes and the 2014 PIK Notes. On the Early Settlement Date, Nexstar
Broadcasting and the guarantors party to each of the indentures
governing each of the 2014 Notes and the 2014 PIK Notes entered into
supplemental indentures effecting the proposed amendments with respect
to each series of Notes.
Between the Consent Payment Deadline and the Expiration Date, Nexstar
Broadcasting received tenders for an additional $8,000 aggregate
principal amount of th 2014 Notes. No additional 2014 PIK Notes were
tendered between the Consent Payment Deadline and the Expiration Date.
A total of (i) approximately $64,000 in aggregate principal of the 2014
Notes remains outstanding and (ii) approximately $1,883,836 in aggregate
principal of the 2014 PIK Notes remains outstanding. Nexstar
Broadcasting or its affiliates may at any time and from time to time
redeem or purchase in a privately negotiated transactions or otherwise
the remaining Notes.
The tender offer and consent solicitation were 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").
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 were only made
pursuant to the terms of the Statement and the related letter of
instructions. The tender offer and consent solicitation were made in any
jurisdiction in which the making or acceptance thereof would not have
been 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 made 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.
BofA Merrill Lynch acted as dealer manager and solicitation agent for
the tender offer and consent solicitation and Global Bondholder Services
Corporation acted 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
Certain statements in this news release are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of
1995. Generally, forward-looking statements are not based on historical
facts but instead represent only our current beliefs regarding future
events. All forward-looking statements are, by their nature, subject to
risks, uncertainties and other factors that could cause actual results,
performance or achievements to differ materially from those expressed or
implied in such forward-looking statements. Investors are cautioned not
to place undue reliance on these forward-looking statements. Such
statements may be identified by words such as "expects," "anticipates,"
"intends," "projects," "estimates," "plans," "may increase," "may
fluctuate" and similar expressions or future or conditional verbs such
as "will," "should," "would," "may" and "could." 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. For more details on factors that could affect these
expectations, please see our filings with the Securities and Exchange
Commission.
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