Nexstar Media Inc. Announces Early Settlement Date for the Previously Announced Tender Offer and Consent Solicitation for Any and All of TEGNA Inc.’s 5.000% Senior Notes Due 2029
IRVING, Texas–(BUSINESS WIRE)–
Nexstar Media Inc. (the “Offeror”), a wholly owned subsidiary of Nexstar Media Group, Inc. (NASDAQ: NXST) (“Nexstar Media Group”), announced today that there will be an Early Settlement Date on March 25, 2026 (the “Early Settlement Date”) for the TEGNA Inc.’s 5.000% Senior Notes due 2029 (the “Notes”) that were tendered by the Early Tender Deadline (as defined below) as part of the previously announced offer to purchase for cash (the “Tender Offer”) any and all of the Notes, and related solicitation of consents (the “Consent Solicitation”). Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to such terms in the Offer to Purchase and Consent Solicitation Statement (as defined herein).
As of 5:00 P.M., New York City time, on March 18, 2026 (the “Early Tender Deadline”), according to information provided by D.F. King & Co., Inc., the tender agent and information agent (the “Tender Agent and Information Agent”) for the Tender Offer and the Consent Solicitation, $1,036,551,000 in aggregate principal amount of Notes, or 94.23% of the aggregate principal amount of Notes outstanding, were validly tendered and not validly withdrawn as part of the Tender Offer and Consent Solicitation. On March 19, 2026, Nexstar Media Group completed the acquisition of TEGNA Inc., thereby satisfying one of the conditions to the consummation of the Tender Offer. The Offeror expects to accept for purchase the Notes that have been validly tendered and not validly withdrawn on or prior to the Early Tender Deadline on the Early Settlement Date.
In addition, the requisite Consents with respect to the Notes to adopt the Proposed Amendments have been received in the Consent Solicitation. The supplemental indenture reflecting the Proposed Amendments has been executed and the Proposed Amendments relating to the Notes will become operative upon the Offeror’s purchase of the Notes on the Early Settlement Date in accordance with the Offer to Purchase and Consent Solicitation Statement.
The Tender Offer and the Consent Solicitation remain scheduled to expire at 5:00 P.M., New York City time, on April 2, 2026, unless extended or earlier terminated by the Offeror in its sole discretion (such date and time, as the same may be extended, the “Expiration Time”). We expect to accept for purchase any Notes validly tendered after the Early Tender Deadline and on or prior to the Expiration Time promptly following the Expiration Time (the “Final Settlement Date”). The terms and conditions of the Tender Offer and Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement relating to the Notes dated as of March 5, 2026 (as it may be amended or supplemented from time to time, the “Offer to Purchase and Consent Solicitation Statement”).
General Information
The Offeror’s obligation to complete the Tender Offer and Consent Solicitation is subject to and conditioned upon the following having occurred or having been waived by the Offeror with respect to such Tender Offer and Consent Solicitation, as applicable: (1) the satisfaction of the Merger Condition, which has already occurred, and (2) the satisfaction of the General Conditions. There can be no assurance that the Tender Offer or the Consent Solicitation will be consummated. The Offeror may amend, extend or terminate the Tender Offer and the Consent Solicitation, in its sole discretion. The Tender Offer is not conditioned on any minimum amount of Notes being tendered.
The Offeror intends to fund the Total Consideration and the Tender Offer Consideration (including, in each case, accrued and unpaid interest), plus all related fees and expenses, using proceeds from the financing transactions entered into to fund the Merger and cash on hand. Notes that are tendered and accepted in the Tender Offer will cease to be outstanding and will be cancelled.
Any Notes not tendered and purchased pursuant to the Tender Offer will remain outstanding. When the Proposed Amendments become operative with respect to the Indenture for the Notes, then the Notes that are not purchased pursuant to the Tender Offer will be subject to the Proposed Amendments.
The Company may (or the Offeror may cause the Company to) choose to leave outstanding any Notes that remain outstanding following the consummation of the Tender Offer and the Consent Solicitation or any transaction described in this paragraph, subject to any right of repurchase that remains. Alternatively, the Company may (or the Offeror may cause the Company to) defease, purchase, repurchase, redeem or otherwise acquire or retire the Notes by any available means, including, without limitation, negotiated transactions, open market purchases, tender offers, redemption or otherwise, upon such terms and at such prices as the Offeror or the Company may determine. Any such transaction may be on the same terms or on terms that are more or less favorable to Holders of Notes than the terms of the Tender Offer and the Consent Solicitation and will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives or combinations thereof the Offeror or the Company may choose to pursue in the future.
BofA Securities, Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC have been retained as the dealer managers in connection with the Tender Offer and as the solicitation agents in connection with the Consent Solicitation (the “Dealer Managers”). In such capacities, they may contact Holders regarding the Tender Offer and the Consent Solicitation and may request brokers, dealers, commercial banks, trust companies and other nominees to forward the Offer to Purchase and Consent Solicitation Statement and related materials to beneficial owners of Notes. Requests for documents may be directed to D.F. King & Co., Inc., the Tender Agent and Information Agent, at (800) 769-7666 (toll free) or (212) 257-2092 or by email at [email protected]. Questions about the Tender Offer and the Consent Solicitation may be directed to BofA Securities, Inc. at (888) 292-0070 or (980) 388-3646, J.P. Morgan Securities LLC at (866) 834-4666 or (212) 834-3046 or Goldman Sachs & Co. LLC at (800) 828-3182 or (917) 343-9668.
This press release is for informational purposes only. The Tender Offer and the Consent Solicitation are being made solely by the Offer to Purchase and Consent Solicitation Statement. This press release does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Tender Offer and the Consent Solicitation is not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer or the Consent Solicitation to be made by a licensed broker or dealer, the Tender Offer and the Consent Solicitation will be deemed to be made on behalf of the Offeror by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
None of the Offeror, Nexstar Media Group, the Company, the Trustee, the Tender Agent and Information Agent, the Dealer Managers or any of their respective affiliates makes any recommendation as to whether Holders should tender or refrain from tendering their Notes, and no person or entity has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender Notes and, if so, the principal amount of the Notes to tender.
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.
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Investor Contacts:
Lee Ann Gliha
Chief Financial Officer
Nexstar Media Group, Inc.
972/373-8800
Joseph Jaffoni or Jennifer Neuman
JCIR
212/835-8500 or [email protected]
Media Contact:
Gary Weitman
EVP and Chief Communications Officer
972/373-8800
[email protected]
KEYWORDS: United States North America Texas
INDUSTRY KEYWORDS: Media TV and Radio Communications Entertainment
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