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NXST > SEC Filings for NXST > Form 8-K on 2-Oct-2013All Recent SEC Filings

Show all filings for NEXSTAR BROADCASTING GROUP INC

Form 8-K for NEXSTAR BROADCASTING GROUP INC


2-Oct-2013

Entry into a Material Definitive Agreement, Creation of a Direct F


Item 1.01 Entry into Material Definitive Agreement.

Indenture

On October 1, 2013, Nexstar Broadcasting, Inc. ("Nexstar Broadcasting"), a wholly owned subsidiary of Nexstar Broadcasting Group, Inc. (the "Company") completed the issuance and sale of $275.0 million aggregate principal amount of senior notes due 2020 (the "Notes"). The Notes were issued pursuant to a supplemental indenture, by and among Nexstar Broadcasting, the Company, Mission Broadcasting, Inc. ("Mission") and the Bank of New York Mellon, as trustee (the "Trustee"), dated as of October 1, 2013 (the "Supplemental Indenture") to the Indenture, dated as of November 9, 2012 (the "Indenture"), by and among Nexstar Broadcasting, as issuer, the Company, as guarantor, Mission, as guarantor, and the Trustee. Nexstar Broadcasting's obligations under the Notes are jointly and severally guaranteed by the Company, Mission and certain of Nexstar Broadcasting's and Mission's future restricted subsidiaries.

The Notes were issued in a private offering that was exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers in accordance with Rule 144A and to persons outside of the United States pursuant to Regulation S under the Securities Act. The Notes were issued at 100.250%, plus accrued interest from May 15, 2013. Nexstar Broadcasting intends to use the net proceeds from the offering, together with the proceeds from a proposed incremental amendment to its and Mission's existing senior secured credit facilities and cash on hand, to repurchase any and all of its and Mission's outstanding 8.875% Senior Secured Second Lien Notes due 2017, to fund its and Mission's proposed acquisition of five television stations in four markets from Citadel Communications, L.P. and Stainless Broadcasting, L.P., to pay related fees and expenses and for general corporate purposes.

The Notes and the guarantees are Nexstar Broadcasting's and the guarantors' senior obligations, rank equal in right of payment with all of Nexstar Broadcasting's and the guarantors' existing and future senior indebtedness and rank senior in right of payment to all of Nexstar Broadcasting's and the guarantors' future subordinated indebtedness. The Notes and the guarantees are effectively junior to Nexstar Broadcasting's and the guarantors' secured indebtedness, including borrowings under Nexstar Broadcasting's and Mission's senior secured credit facilities and the 8.875% Senior Secured Second Lien Notes due 2017, to the extent of the value of the assets securing such indebtedness.

The Notes will mature on November 15, 2020. Interest on the Notes accrues at a rate of 6.875% per annum and is payable semiannually in arrears on May 15 and November 15 of each year, commencing on November 15, 2013. Nexstar Broadcasting is obligated to make each interest payment to the holders of record of the Notes on the immediately preceding May 1 and November 1.

Nexstar Broadcasting has the option to redeem all or a portion of the Notes at any time prior to November 15, 2015 at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest to the redemption date plus a "make-whole" premium. At any time on or after November 15, 2015, Nexstar Broadcasting may redeem the Notes, in whole or in part, at the redemption prices set forth in the Indenture. At any time before November 15, 2015, Nexstar Broadcasting may also redeem up to 35% of the aggregate principal amount of the Notes at a redemption price of 106.875% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, with the proceeds of certain equity offerings.

Upon the occurrence of a Change of Control Repurchase Event (as defined in the Indenture), each holder of the Notes may require Nexstar Broadcasting to repurchase all or a portion of the Notes in cash at a price equal to 101% of the aggregate principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, thereon to the date of repurchase.

The Indenture contains covenants that limit, among other things, Nexstar Broadcasting's ability to (1) incur additional debt and issue preferred stock,
(2) make certain restricted payments, (3) consummate specified asset sales,
(4) enter into transactions with affiliates, (5) create liens, (6) pay dividends or make other distributions, (7) make certain investments and (8) merge or consolidate with another person. These covenants are subject to a number of important exceptions and qualifications.


The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the Indenture, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the Trustee or holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued but unpaid interest, including additional interest, on all the Notes to be due and payable.

The foregoing description of the Indenture is qualified in its entirety by reference to the complete copy of that agreement that is filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on November 9, 2012 and is incorporated by reference herein. The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the complete copy of that agreement that is field as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated by reference herein. The related form of senior note is filed as Exhibit 4.2 to the Company's Current Report on Form 8-K filed on November 9, 2012 and is incorporated by reference herein

Registration Rights Agreement

In connection with the offering of the Notes, the Company, Nexstar Broadcasting, and Mission, have agreed, pursuant to a Registration Rights Agreement, dated October 1, 2013 (the "Registration Rights Agreement"), by and among the Company, Nexstar Broadcasting, Mission, Credit Suisse Securities (USA) LLC, Wells Fargo Securities, LLC, RBC Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and SunTrust Robinson Humphrey, Inc. to
(i) cause to be filed with the Securities and Exchange Commission (the "SEC") no later than 365 days after November 10, 2012, a registration statement under the Securities Act, relating to an offer to exchange the Notes for new notes (the "Exchange Notes"), evidencing the same continuing indebtedness as the Notes and with terms substantially identical to the Notes except that the Exchange Notes will not be subject to restrictions on transfer in the United States, (ii) use reasonable best efforts to cause such registration statement to become effective . . .



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K under the sub-heading "Indenture" and "Credit Agreement Amendments" is hereby incorporated into this Item 2.03.



Item 8.01 Other Events.

On October 1, 2013, the Company issued a press release announcing that Nexstar Broadcasting and Mission received the requisite consents to adopt proposed amendments to the 2017 Indenture. A copy of the press release is filed and attached hereto as Exhibit 99.1 and incorporated by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
  No.                                     Description

 4.1         Indenture, dated as of November 9, 2012, among Nexstar Broadcasting,
             Inc., Nexstar Broadcasting Group, Inc., as a guarantor, Mission
             Broadcasting, Inc., as a guarantor, and The Bank of New York Mellon,
             as trustee (Incorporated by reference to Exhibit 4.1 to Current Report
             8-K (File No. 000-50478 filed by Nexstar Broadcasting Group, Inc. on
             November 9, 2012)

 4.2         Form of Senior Note (Incorporated by reference to Exhibit 4.2 to
             Current Report on Form 8-K (File No. 000-50478) filed by Nexstar
             Broadcasting Group, Inc. on November 9, 2012)

 4.3         Supplemental Indenture, dated October 1, 2013 by and among Nexstar
             Broadcasting, Inc., Nexstar Broadcasting Group, Inc., Mission
             Broadcasting, Inc. and The Bank of New York Mellon, as trustee

 4.4         First Supplemental Indenture, dated October 1, 2013, by and among
             Nexstar Broadcasting Group, Inc., Nexstar Broadcasting, Inc., Mission
             Broadcasting, Inc. and The Bank of New York Mellon, as trustee and
             collateral agent.

10.1         Registration Rights Agreement, dated as of October 1, 2013, by and
             among Nexstar Broadcasting Group, Inc., Nexstar Broadcasting, Inc.,
             Mission Broadcasting Group, Inc. and Credit Suisse Securities (USA)
             LLC, Wells Fargo Securities, LLC, RBC Capital Markets, LLC, Merrill
             Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and
             SunTrust Robinson Humphrey, Inc.

10.2         Second Amendment (Incremental Amendment) to the Fifth Amended and
             Restated Credit Agreement, dated as of October 1, 2013, by and among
             Nexstar Broadcasting, Inc., Nexstar Broadcasting Group, Inc., Nexstar
             Finance Holdings, Inc., Bank of America, N.A. and the several Banks
             parties thereto.

10.3         Second Amendment (Incremental Amendment) to the Fourth Amended and
             Restated Credit Agreement, dated as of October 1, by and among Mission
             Broadcasting, Inc., Bank of America, N.A. and the several Banks
             parties thereto.

99.1         Press Release, dated October 1, 2013, announcing Receipt of Required
             Consents and the First Supplemental Indenture.


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