Nexstar Broadcasting, Inc. ("Nexstar Broadcasting”), an indirect
subsidiary of Nexstar Broadcasting Group, Inc. (Nasdaq: NXST), today
announced early results of its offer to exchange up to $143,600,000
aggregate principal amount of its outstanding $191,510,000 in aggregate
principal amount of 7% Senior Subordinated Notes due 2014 (CUSIP No.
65336YAB9) (the "Old Notes”) for (i) up to $143,600,000 in aggregate
principal amount of Nexstar Broadcasting’s 7% Senior Subordinated PIK
Notes due 2014 (the "New Notes”), to be guaranteed by each of the
existing guarantors to the Old Notes, and (ii) cash. Based on
information provided by the exchange agent to Nexstar Broadcasting,
Inc., as of 5:00 p.m., New York City time, on March 10, 2009,
approximately $186,756,000 principal amount of Old Notes have been
validly tendered for exchange. These tendered Old Notes may not be
withdrawn. The amount of outstanding Old Notes validly tendered and not
validly withdrawn as of 5:00 p.m., New York City time, on March 10,
2009, exceeded $114,900,000, the minimum condition of the exchange
offer. The aggregate principal amount of Old Notes tendered in the
exchange offer in excess of $143,600,000 is subject to reduction on a
pro rata basis among all tendering holders.
The exchange offer is being conducted upon the terms and subject to the
conditions set forth in the Offering Memorandum dated February 27, 2009,
as supplemented by the Offering Memorandum Supplement dated March 5,
2009 (the "Offering Memorandum”), and the related letter of transmittal.
The exchange offer is only made, and copies of the offering documents
will only be made available, (1) to holders of the Old Notes who have
certified certain matters to Nexstar Broadcasting, including their
status as "qualified institutional buyers” as defined in Rule 144A under
the Securities Act, or (2) outside the United States, to holders of Old
Notes who are non-U.S. persons in compliance with Regulation S under the
Securities Act.
The exchange offer will expire at 12:00 midnight, New York City time, on
March 26, 2009, unless extended or terminated. Tenders submitted in the
exchange offer after the early participation date of that exchange offer
will be irrevocable except in certain limited circumstances where
additional withdrawal rights are required by law (as determined by
Nexstar Broadcasting).
The exchange offer is subject to certain conditions, including the
minimum tender condition, that Nexstar Broadcasting receive valid
tenders, not validly withdrawn, of at least $114,900,000 of the
aggregate principal amount of Old Notes. These conditions also include
the condition that nothing has occurred or may occur that would or
might, in Nexstar Broadcasting’s reasonable judgment, prohibit, prevent
or delay the exchange offer or impair Nexstar Broadcasting from
realizing the anticipated benefits of the exchange offer. Nexstar
Broadcasting may waive any of these conditions in its sole discretion.
This announcement is neither an offer to purchase nor a solicitation
of an offer to sell any securities and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offering,
solicitation or sale would be unlawful.
No recommendation is made
as to whether holders of Old Notes should tender their Old Notes.
Forward-Looking Statements
Statements in this news release which are not purely historical facts,
including statements about forecasted financial projections (such as
changes in net revenue) or other statements about anticipations,
beliefs, expectations, hopes, intentions or strategies in the future,
may be forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934, as amended. Such forward-looking statements
involve risks and uncertainties, and are subject to change based on
various important factors, including the impact of changes in national
and regional economies, its ability to service and refinance its
outstanding debt, successful integration of acquired television stations
(including achievement of synergies and cost reductions), pricing
fluctuations in local and national advertising, future regulatory
actions and conditions in the television stations' operating areas,
competition from others in the broadcast television markets served by
the Company, volatility in programming costs, the effects of
governmental regulation of broadcasting, industry consolidation,
technological developments and major world news events. Unless required
by law, Nexstar Broadcasting undertakes no obligation to update or
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 forward-looking events discussed in
this news release might not occur. You should not place undue reliance
on these forward-looking statements, which speak only as of the date of
this release. For more details on factors that could affect these
expectations, please see its filings with the Securities and Exchange
Commission, including its most recent Annual Report on Form 10-K.