UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~March 2630, ~~2018~~2020

MISSION BROADCASTING, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	333-62916-02	51-0388022
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	30400 Detroit Road, Suite 304 Westlake, Ohio 44145
	901 Indiana Avenue, Suite 375 Wichita Falls, Texas 76301
	(Address of Principal Executive Offices, including Zip Code)

(~~440~~940) ~~526~~228-~~2227~~7861

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On ~~October~~March 2630, ~~2018~~2020, Mission Broadcasting, Inc. (the “~~Mission~~Company” ~~Broadcasting~~or “Mission”) entered into an ~~amendment~~asset purchase agreement to ~~its~~acquire ~~senior~~certain ~~secured~~assets ~~credit~~of ~~facilities~~the three television stations currently owned by Marshall Broadcasting Group, Inc. ~~The~~(“Marshall”): ~~main~~KMSS ~~provisions~~serving ofthe Shreveport, Louisiana market, KPEJ serving the ~~amendment~~Odessa, ~~effective~~Texas asmarket ofand ~~October~~KLJB 26serving the Davenport, ~~2018~~Iowa (market. The purchase price for the ~~“Effective~~acquisition ~~Date”)~~is approximately $49.0 million, ~~are~~which aswill ~~follows:~~be applied against Marshall’s existing loans payable to Mission on a dollar-for-dollar basis. The purchase price is subject to customary adjustments. The transaction is subject to FCC and other customary approvals and is expected to close in 2020.

•The ~~For~~foregoing ~~the~~summary ~~revolving~~description ~~loan,~~does anot ~~reduction~~purport into ~~the~~be ~~applicable~~a ~~margin~~complete ~~for~~statement ~~Eurodollar~~of ~~rate~~the ~~loans:~~terms ~~i.from~~and ~~1.50%~~conditions tounder ~~1.25%, if~~ the ~~consolidated~~asset ~~first~~purchase ~~lien~~agreement ~~net~~and ~~leverage~~the ~~ratio~~transactions iscontemplated ~~less than 1.50:1.00; ii.from 1.75% to 1.50%~~thereby, ifand ~~the~~such ~~consolidated~~summary ~~first~~description ~~lien net leverage ratio~~ is ~~less~~qualified ~~than~~in ~~2.50:1.00~~its ~~but~~entirety ~~greater~~by ~~than~~reference ~~or equal~~ to ~~1.50:1.00;~~the ~~iii.from~~asset ~~2.00%~~purchase ~~to 1.75%~~agreement, ifwhich ~~the consolidated first lien net leverage ratio~~ is ~~less~~filed ~~than~~as ~~3.25:1.00~~an ~~but~~exhibit ~~greater~~to ~~than~~this orForm ~~equal~~8-K ~~to 2.50:1.00;~~ and ~~iv.from 2.25% to 2.00%, if~~ the ~~consolidated~~terms ~~first~~of ~~lien~~which ~~net~~are ~~leverage~~incorporated ~~ratio~~herein isby ~~greater than or equal to 3~~reference.~~25:1.00.~~

•Forward-Looking ~~For Term Loan B, a reduction in the applicable margin for Eurodollar rate loans from 2.50% to 2.25%.~~Statements

•Statements ~~For~~in this current report on Form 8-K which are not purely historical facts such as statements about anticipations, beliefs, expectations, hopes, intentions or strategies in the ~~revolving~~future, ~~loan~~may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, anas ~~extension~~amended, and Section 21E of the ~~maturity~~Securities ~~date~~Exchange Act of 1934, as amended. Such forward-looking statements involve risks and uncertainties. Unless required by law, we undertake no obligation to ~~five~~update ~~years~~or ~~from~~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 ~~Effective~~forward-looking ~~Date~~events discussed in this report might not occur. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. For more details on factors that could affect these expectations, please see Mission’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K.

The foregoing description is qualified in its entirety by reference to the text of the amended credit agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and the terms of which are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 is incorporated into this Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	~~Credit~~Asset Purchase Agreement, ~~dated as of January 17, 2017,~~ by and ~~among~~between Mission Broadcasting, Inc., ~~Bank of America, N.A.~~ and ~~the~~Marshall ~~several~~Broadcasting ~~lenders party thereto~~Group, ~~as amended by that Amendment No~~Inc. ~~2, dated as of October 26, 2018.~~*
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Mission Broadcasting, Inc. agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MISSION BROADCASTING, INC.
	By:	/s/ Dennis Thatcher
Date: November 1, 2018	Name:	Dennis Thatcher
Date: April 3, 2020	Name:	Dennis Thatcher
	Title:	President and Treasurer

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