Item 1.01 Entry into a Material Definitive Agreement
CVR Agreement
In
connection with the Merger, as further described in Item 2.01 below, on January 13, 2017, the Company entered into a Contingent Value Rights Agreement (the CVR Agreement) with American Stock Transfer & Trust Company, LLC as
rights agent. Each contingent value right (CVR) entitles its holder to receive a pro rata share of the net proceeds (if any) from the disposition of Media Generals spectrum in the Federal Communication Commissions ongoing
spectrum auction (the FCC auction), reduced to account for the indirect benefit that such holder will receive as a shareholder of the combined company from (i) the net proceeds from the disposition of Nexstars spectrum in the
FCC auction (if any) and (ii) the net proceeds from the disposition of Media Generals spectrum in the FCC auction (if any). The CVRs are not transferable, except in limited circumstances specified in the CVR Agreement.
References to, and descriptions of, the CVR Agreement as set forth herein are not intended to be complete and are qualified in their entirety
by the full text of the agreement, which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.
Credit
Agreement
On the Closing Date, Nexstar Broadcasting, Inc., a wholly-owned subsidiary of the Company (NBI) entered into a
credit agreement, dated as of January 17, 2017, by and among the Company, as a holding company, NBI, as the borrower, Bank of America, N.A., as the administrative agent, the collateral agent, a letter of credit issuer and the swing line lender,
and the financial institutions from time to time party thereto (the Credit Agreement), pursuant to which NBI will have a term A loan facility in an aggregate principal amount of $293,900,000 million, a term B loan facility in an
aggregate principal amount of $2,518,000,000 million and a revolving facility in an available aggregate principal amount of $169,000,000 million. The proceeds of the term facilities will be used to pay the cash consideration to former
Media General stockholders under the Merger Agreement, to refinance existing indebtedness of NBI and Media General and to pay transaction expenses.
Term A loans and revolving loans drawn under the revolving facility accrue interest at a rate equal to LIBOR plus 2.50% if the Companys
first lien leverage ratio is greater than 2.50:1.00, with further step-downs to LIBOR plus 2.25% and LIBOR plus 2.00% if the Companys first lien leverage ratio is less than 2.50:1.00 and less than 1.50:1.00, respectively. Commitment fees
accrue at the rate of 0.50% per annum with a step-down to 0.375% per annum if the Companys first lien leverage ratio is less than 2.50:1.00. The term B facility carries an interest rate of LIBOR plus 3.00%. A 0% LIBOR floor applies
to the revolving facility and the term facilities. The revolving facility and the term A facility mature five years after the Closing Date and the term B facility matures seven years after such date. If on the date that is 91 days prior to the
respective stated maturity dates of the senior notes existing on the date the Credit Agreement is entered into, there is more than $200 million in principal amount outstanding under any such senior notes, the maturity date of each of the credit
facilities shall be such 91st day prior to the applicable stated maturity date instead. The term A facility has an amortization of 5% per annum for the first two years after the Closing Date, which increases to 7% for the third year and 10% for the
fourth year and the fifth year, with the remaining amount due and payable on its maturity date. The term B facility has an amortization of 1% per annum. The term B facility has a customary 101% soft-call protection for the first six
months after the Closing Date. The credit facilities under the Credit Agreement are guaranteed by the Company and its direct and indirect wholly-owned subsidiaries, with customary exceptions, and are secured by substantially all assets of the
Company and the other guarantors, with customary exceptions.
The Credit Agreement contains various customary covenants that restrict
NBIs and its restricted subsidiaries ability to, among other things: (i) incur additional debt and issue preferred stock; (ii) pay dividends and make other distributions; (iii) make investments and other restricted
payments; (iv) make acquisitions; (v) merge, consolidate or transfer all or substantially all of NBIs assets; (vi) create liens; (vii) sell assets or stock of its subsidiaries; and (viii) enter into transactions with
affiliates. A financial covenant based on the Companys first lien leverage ratio as of the end of each fiscal quarter of the Company also applies solely for the benefit of the revolving facility and the term A facility.
The foregoing descriptions of the Credit Agreement do not purport to be complete and are
qualified in their entirety by reference to the full text of the Credit Agreement, which is attached to this report as Exhibit 10.2 and is incorporated herein by reference.
Nexstar 2024 Notes Indenture
On July 27, 2016, Nexstar Escrow Corporation (the Escrow Issuer), a wholly owned subsidiary of the Company, completed the
issuance and sale of $900.0 million aggregate principal amount of 5.625% senior notes due 2024 (the Nexstar 2024 Notes). The Nexstar 2024 Notes were issued pursuant to an Indenture, dated July 27, 2016 (the
Indenture), by and among the Escrow Issuer, as issuer, and Wells Fargo Bank, National Association, as trustee (the Trustee). Proceeds from the issuance of the Nexstar 2024 Notes were deposited into an escrow account on
July 27, 2016, released to the Company substantially simultaneously with the Effective Time in connection with the consummation of the Merger and used to fund a portion of the Merger Consideration. The Escrow Issuer also merged with and into
NBI, with NBI being the surviving entity of such merger (the Escrow Merger). Following the Escrow Merger, the Company, NBI, Mission Broadcasting, Inc. and the Trustee entered into a supplement to the Indenture (the Nexstar 2024
Notes Supplemental Indenture), whereby NBI assumed the obligations of the Escrow Issuer under the Indenture and the Nexstar 2024 Notes, and the Company and Mission provided guarantees under the Indenture and the Nexstar 2024 Notes (subject to
the definition of Guarantee in the Indenture).
The Nexstar 2024 Notes are NBIs senior obligations, rank equal in right
of payment with all of NBIs existing and future senior indebtedness and rank senior in right of payment to all of NBIs future subordinated indebtedness. The Nexstar 2024 Notes and the guarantees are effectively junior to NBIs
secured indebtedness in lien priority.
The Nexstar 2024 Notes will mature on August 1, 2024. Interest on the Nexstar 2024 Notes
accrues at a rate of 5.625% per annum and is payable semiannually in arrears on February 1 and August 1 of each year, commencing on February 1, 2017. NBI is obligated to make each interest payment to the holders of record of the
Nexstar 2024 Notes on the immediately preceding February 1 and August 1.
NBI has the option to redeem all or a portion of the
Nexstar 2024 Notes at any time prior to August 1, 2019 at a price equal to 100% of the principal amount of the Nexstar 2024 Notes redeemed plus accrued and unpaid interest to the redemption date plus a make-whole premium. At any
time on or after August 1, 2019, NBI may redeem the Nexstar 2024 Notes, in whole or in part, at the redemption prices set forth in the Indenture. At any time before August 1, 2019, NBI may also redeem up to 40% of the aggregate principal
amount of the Nexstar 2024 Notes at a redemption price of 105.625% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, with the proceeds of certain equity offerings. Additionally, within 90 days following
the Escrow Release Date (as defined in the Indenture), NBI will be required to (a) redeem the Nexstar 2024 Notes, (b) permanently reduce outstanding term loans or (c) redeem NBIs existing 6.875% Senior Notes due 2020, in each
case, in an aggregate principal amount equal to the principal amount of the Lin 2022 Notes (as defined herein) that remains outstanding following any change of control offer related thereto at a redemption price equal to 100% of the principal amount
of such Nexstar 2024 Notes plus accrued and unpaid interest, if any, to the redemption date.
Upon the occurrence of a Change of Control
Repurchase Event (as defined in the Indenture), each holder of the Nexstar 2024 Notes may require NBI to repurchase all or a portion of the Nexstar 2024 Notes in cash at a price equal to 101% of the aggregate principal amount of the Nexstar 2024
Notes to be repurchased, plus accrued and unpaid interest, if any, thereon to the date of repurchase.
The Indenture contains covenants
that limit, among other things, NBIs ability to (i) incur additional debt, (ii) pay dividends or make other distributions or repurchases or redeem its capital stock, (iii) make certain investments, (iv) create liens,
(v) merge or consolidate with another person or transfer or sell assets, (vi) enter into restrictions affecting the ability of the NBIs restricted subsidiaries to make distributions, loans or advances to it or other restricted
subsidiaries; (vii) prepay redeem or repurchase certain indebtedness and (viii) engage in transactions with affiliates. These covenants are subject to a number of important exceptions and qualifications set forth in the Indenture.
The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include
nonpayment, breach of covenants in the Indenture, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the Trustee or
holders of at least 25% in principal amount of the then-outstanding Nexstar 2024 Notes may declare the principal of and accrued but unpaid interest, including additional interest, on all the Nexstar 2024 Notes to be due and payable.
The foregoing descriptions of the Indenture and the Nexstar 2024 Notes Supplemental Indenture do
not purport to be complete and are qualified in their entirety by reference to the full text of the Indenture, which was filed as Exhibit 4.1 to the Companys Current Report on Form
8-K
filed
July 29, 2016 and is incorporated herein by reference, and the Nexstar 2024 Notes Supplemental Indenture, which is attached to this report as Exhibit 4.3 and is incorporated herein by reference.
Lin 2022 Notes Supplemental Indenture
Following the Merger, NBI, the Company, Lin Television Corporation (Lin), a subsidiary of Media General, and The Bank of New York
Mellon, as trustee, entered into a supplemental indenture (the Lin 2022 Notes Supplemental Indenture) to the indenture governing Lins 5.875% Senior Notes due 2022 (the Lin 2022 Notes), whereby NBI assumed the
obligations of Media General as a guarantor under the Indenture and the Company provided a guarantee of the Lin 2022 Notes (subject to the definition of Guarantee in the Lin 2022 Notes Supplemental Indenture).
The foregoing description of the Lin 2022 Notes Supplemental Indenture does not purport to be complete and is qualified in its entirety by
reference to the full text of the Lin 2022 Notes Supplemental Indenture, which is attached to this report as Exhibit 4.5 and is incorporated herein by reference.