Item 7.01 Regulation FD Disclosure.
On
The Issuer intends to use the proceeds from the proposed Notes Offering to redeem all of its 5.625% senior unsecured notes due 2024 and pay related premiums, accrued and unpaid interest, if any, and fees and expenses, with the remainder to be used for general corporate purposes.
The Notes are being offered only to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act"), or, outside
A copy of the press release relating to the Notes Offering is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference into any filing under the Securities Act or in the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release ofNexstar Media Group, Inc. datedSeptember 15, 2020 relating to the launch of the offering ofNexstar Broadcasting, Inc.'s Senior Notes due 2028. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Forward-Looking Statements
This Current Report includes forward-looking statements. We have based these
forward-looking statements on our current expectations and projections about
future events. Forward-looking statements include information preceded by,
followed by, or that includes the words "guidance," "believes," "expects,"
"anticipates," "could," or similar expressions. For these statements, the
Company claims the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995. The
forward-looking statements contained in this Current Report, concerning, among
other things, the Issuer's issuance of the Notes and the use of proceeds
therefrom, involve risks and uncertainties, and are subject to change based on
various important factors, including the Issuer's ability to consummate the
offering of the Notes on the terms expected or at all, current capital and debt
market conditions, risks and uncertainties related to the global Coronavirus
Disease 2019 ("COVID-19") pandemic, including, for example, expectations
regarding the impact of COVID-19 on our businesses and our future financial
performance; our ability to obtain financial and tax benefits from the
Coronavirus Aid, Relief, and Economic Security Act; the impact of changes in
national and regional economies, the ability to service and refinance our
outstanding debt, successful integration of acquired television stations and
digital businesses (including achievement of synergies and cost reductions),
pricing fluctuations in local and national advertising, future regulatory
actions and conditions in the television stations' operating areas, competition
from others in the broadcast television markets, volatility in programming
costs, the effects of governmental regulation of broadcasting, industry
consolidation, technological developments and major world news events. The
Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this Current Report might not occur. You should not place
undue reliance on these forward-looking statements, which speak only as of the
date of this release. For more details on factors that could affect these
expectations, please see the Company's Annual Report on Form 10-K for the year
ended
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