NEXSTAR MEDIA GROUP, INC. 8-K

What Happened
Nexstar Media Group, Inc. (through subsidiary Nexstar Media Inc., “NMI”) announced on March 25, 2026 that it issued $3,390 million of 6.500% Senior Secured Notes due 2033 in a private Rule 144A/Reg S offering. Proceeds, together with cash on hand and a new incremental Term Loan B facility, were used to repay bridge borrowings tied to the March 19, 2026 acquisition of TEGNA, redeem TEGNA’s 2028 notes, purchase about $1,000 million of TEGNA’s 2029 notes, and pay related fees and expenses. NMI also entered Amendment No. 9 to its credit agreement to establish a $1,750 million New Incremental Term Loan B Facility (SOFR + 2.75%, 7‑year maturity) that, with the note proceeds, refinanced the $2,750 million Existing Incremental Term Loan B Facility. The short‑term Bridge Facility was repaid and the related credit agreement terminated.

Key Details

• Issuance: $3,390 million of 6.500% Senior Secured Notes due September 15, 2033; interest paid semiannually beginning Sept 15, 2026.
• Use of proceeds: ~ $1.2B to repay Bridge Facility borrowings (incurred for the TEGNA acquisition); purchase ~ $1.0B of TEGNA 5.00% notes due 2029; refinance existing Incremental Term Loan B with New Incremental Term Loan B ($1,750M).
• Credit / security: Notes are senior secured, guaranteed by Nexstar, Mission Broadcasting and certain restricted subsidiaries, pari passu with the issuer’s first‑lien credit agreement.
• Redemption / covenants: Redemption options (including make‑whole prior to Mar 15, 2029), change‑of‑control repurchase at 101%; indenture includes customary covenants limiting additional debt, dividends/stock repurchases, certain investments, liens, mergers and asset sales.
• Bridge activity: On March 24, 2026 NMI drew ~$1,000M under the Bridge Facility to redeem TEGNA’s 2028 notes; Bridge then repaid in full and terminated on March 25, 2026.

Why It Matters
This 8‑K documents material refinancing activity tied directly to Nexstar’s acquisition of TEGNA. The $3.39B secured notes plus a $1.75B term loan swap a short‑term bridge structure for longer‑dated secured financing, locking in a 2033 maturity for a portion of Nexstar’s debt and setting fixed interest obligations (6.50% on the notes). For investors, the transaction affects Nexstar’s capital structure, secured leverage and interest expense profile—important factors for credit metrics and cash flow coverage. The guarantees and first‑lien security raise the priority of these lenders relative to unsecured creditors; watch future disclosures for consolidated leverage and free cash flow trends as the company integrates TEGNA.