Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.
senior notesfinancial
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Rule 144Aregulatory
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Regulation Sregulatory
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
tender offerfinancial
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
private offering memorandumfinancial
A private offering memorandum is a detailed disclosure document used when securities are sold privately rather than on public markets; it lays out what the investment is, how it works, the fees and terms, the company’s financials, and the main risks. Think of it as a full information packet or brochure you get before buying a complex product—investors use it to compare opportunities, spot red flags, understand legal rights and limits on resale, and decide whether the potential reward justifies the risk.
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IRVING, Texas--(BUSINESS WIRE)--
Nexstar Media Group, Inc. (NASDAQ: NXST) (“Nexstar” or the “Company”) announced today that Nexstar Media Inc. (“Nexstar Media”), its wholly-owned subsidiary, has priced its previously announced offering of $3,390 million in aggregate principal amount of 6.500% new senior secured notes due 2033 (the “Secured Notes”) and $1,725 million in aggregate principal amount of 7.250% new senior notes due 2034 (the “Unsecured Notes” and, together with the Secured Notes, the “Notes”), in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
The sale of the Secured Notes is expected to be completed on or about March 25, 2026 and the sale of the Unsecured Notes is expected to be completed on or about April 2, 2026, in each case subject to customary closing conditions. The Secured Notes will have a maturity date of September 15, 2033 and the Unsecured Notes will have a maturity date of April 15, 2034.
The Notes were priced at 100.000% of their face value and will be senior secured or unsecured obligations, as applicable, of Nexstar Media and will be guaranteed on a senior secured or unsecured basis, as applicable, by the Company, Mission Broadcasting, Inc. (“Mission”) and any direct or indirect restricted subsidiary of Mission and by certain of Nexstar Media’s existing and future restricted subsidiaries that will guarantee its credit facilities.
Nexstar Media intends to use the proceeds from the offering of the Secured Notes, together with cash on hand, to (i) repay borrowings outstanding under its bridge credit facilities incurred in connection with the closing of the acquisition of TEGNA Inc. (“TEGNA”), (ii) repay certain borrowings outstanding under its new senior secured credit facilities, (iii) fund the purchase of TEGNA’s 5.00% senior notes due 2029 in connection with Nexstar Media’s tender offer for such notes and (iv) pay fees and expenses in connection with the foregoing and the TEGNA acquisition. Nexstar Media intends to use the proceeds from the offering of the Unsecured Notes to (i) fund the redemption of Nexstar Media’s 5.625% senior notes due 2027 and (ii) pay fees and expenses incurred in connection with the foregoing. This press release does not constitute a notice of redemption of TEGNA’s or Nexstar Media’s outstanding notes.
The Notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and, outside the United States, only to non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.
About Nexstar Media Group, Inc.
Nexstar Media Group, Inc. (NASDAQ: NXST) is a leading diversified media company that produces and distributes engaging local and national news, sports and entertainment content across its television and digital platforms.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including but not limited to: the ultimate benefits and synergies of the merger with TEGNA and related integration and litigation risks; the risks and uncertainties of current economic factors that are beyond our control, such as tariffs and other trade barriers, capital markets volatility, sustained inflation, high interest rates and supply chain disruptions; any projections or expectations of earnings, revenue, financial performance, liquidity and capital resources or other financial items; any assumptions or projections about the television broadcasting industry; any statements of our plans, strategies and objectives for our future operations, performance, liquidity and capital resources or other financial items; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and other similar words.
