NEXSTAR MEDIA GROUP, INC. 8-K

What Happened

• On March 20, 2026, Nexstar Media Group, Inc. (Nexstar) announced that its subsidiary Nexstar Media Inc. (NMI) intends to privately offer $3,390 million of senior secured notes due 2033 and $1,725 million of senior unsecured notes due 2034 (total $5.115 billion) to qualified institutional buyers (Rule 144A) and non‑U.S. persons (Reg S). The notes will be obligations of NMI and guaranteed by Nexstar, Mission Broadcasting, Inc. and certain subsidiaries.
• Nexstar included unaudited pro forma condensed combined financial information and supplemental combined data (exhibits) reflecting the proposed merger with TEGNA and the related financings. The pro forma balance sheet assumes the Transactions closed as of December 31, 2025; the pro forma statements of operations assume a January 1, 2025 effective date. The supplemental data cover alternative historical periods and include non‑GAAP combined EBITDA measures.

Key Details

• Offer size and maturities: $3,390M senior secured notes due 2033; $1,725M senior unsecured notes due 2034 (total $5.115B).
• Intended use of proceeds (Secured Notes + cash): repay bridge facility borrowings, repay certain incremental term loan B borrowings, purchase TEGNA’s 5.000% Senior Notes due 2029 in a related tender, and pay related fees/expenses and costs of the TEGNA acquisition.
• Intended use of proceeds (Unsecured Notes): redeem NMI’s 5.625% Senior Notes due 2027 and pay related fees/expenses.
• Offering structure: private placement to qualified institutional buyers under Rule 144A and to non‑U.S. persons under Regulation S; notes will not be registered under the Securities Act.

Why It Matters

• This financing is a key step in Nexstar’s plan to fund and refinance debt associated with its acquisition of TEGNA. The new notes would replace or refinance existing borrowings and facilitate the tender/repurchase of certain TEGNA and Nexstar notes, affecting Nexstar’s consolidated leverage and interest obligations.
• The company provided preliminary, unaudited pro forma and supplemental combined financial information to potential investors; these are informational and not guarantees of future performance. Investors should note the transactions and pro forma metrics are subject to change and the offering is not a public registration.