NEXSTAR MEDIA GROUP, INC. 8-K

What Happened

• Nexstar Media Inc., a wholly owned subsidiary of Nexstar Media Group, completed a private offering on April 2, 2026 of $1,725 million aggregate principal amount of 7.250% Senior Notes due April 15, 2034 (the “Unsecured Notes”). The offering was made to qualified institutional buyers under Rule 144A and to non‑U.S. investors under Regulation S and the notes are not registered under the Securities Act.
• Nexstar used the proceeds to redeem its 5.625% Senior Notes due 2027 and to pay related fees and expenses. The new notes are senior unsecured obligations and are guaranteed on a senior unsecured basis by Nexstar Media Group, Mission Broadcasting, certain Mission subsidiaries, and certain of the issuer’s restricted subsidiaries.

Key Details

• Amount & rate: $1,725 million principal; 7.250% interest, paid semiannually on April 15 and October 15 (first interest payment Oct 15, 2026). Maturity: April 15, 2034.
• Use of proceeds: Fund redemption of Nexstar’s 5.625% Senior Notes due 2027 and pay offering fees/expenses.
• Ranking & guarantees: Senior unsecured notes, guaranteed by the parent and specified affiliates; rank equally with other senior indebtedness.
• Redemption & protections: Issuer may redeem (call) notes before April 15, 2029 with a make-whole premium; may redeem up to 40% at 107.25% with certain equity proceeds; after April 15, 2029 callable at stated prices. Holders can require repurchase at 101% on a Change of Control Repurchase Event.

Why It Matters

• This filing documents a refinancing that extends Nexstar’s debt maturity profile out to 2034 by replacing 2027 debt with longer-term notes. Investors should note the new fixed interest expense (7.25% annually, semiannual payments) and that the notes are unsecured but guaranteed, ranking equally with other senior debt.
• The indenture includes customary covenants and default provisions that may limit certain actions by the company and its restricted subsidiaries (e.g., additional debt, dividends, liens, certain disposals and mergers). The offering being private (Rule 144A/Reg S) means the notes are not registered for public resale in the U.S.