NEXSTAR MEDIA GROUP, INC. 8-K

What Happened

• Nexstar Media Group (NMI/NXST) filed an 8-K on March 20, 2026 reporting that the merger with TEGNA closed on March 19, 2026. To fund the transaction, NMI entered a Bridge Loan Credit Agreement establishing a senior first‑lien bridge facility of up to $2,390 million (the “Bridge Facility”) and amended its existing credit agreement to add a $150 million Term A loan and a $2,750 million Term B loan. Interest on the Bridge Facility starts at SOFR + 2.75% for the first three months (0.00% SOFR floor), steps up over time, and the bridge matures one year after closing or automatically converts to an Extended Term Facility with a 7.5‑year maturity. The combined new financings and $200 million of borrowings under the Bridge were used to pay cash to former TEGNA stockholders, repay TEGNA indebtedness and cover transaction expenses.

Key Details

• Closing date: March 19, 2026.
• Bridge Facility: up to $2,390 million; interest = SOFR + 2.75% (first 3 months), then SOFR + 3.25% for next 3 months, thereafter +0.50% every subsequent 3‑month period; 0.00% SOFR floor; 1‑year maturity or automatic conversion to a 7.5‑year Extended Term Facility.
• Incremental term loans (Credit Agreement Amendment): Term A = $150 million (SOFR + 2.00%, 364‑day maturity); Term B = $2,750 million (SOFR + 2.75%, 7‑year maturity).
• Tender offer: NMI received tenders and consents from about 94% of TEGNA’s 5.000% Senior Notes due 2029; TEGNA entered a supplemental indenture modifying certain covenants and events of default.

Why It Matters

• These financings show how Nexstar funded the TEGNA acquisition: significant new debt facilities were put in place to cover purchase consideration, repay TEGNA debt, and finance transaction costs. That raises the company’s near‑term leverage and interest exposure (rates tied to SOFR with scheduled step‑ups).
• The Bridge and amended credit agreement impose customary covenants restricting dividends, additional debt, certain investments, asset sales and related‑party transactions — items investors should watch as they affect cash returns and strategic flexibility.
• Investors should note the short‑term nature of the bridge (one year with conversion options) and the mix of long‑term Term B financing, plus the high early tender participation in the 2029 notes, which together shape Nexstar’s debt maturity and refinancing profile going forward.