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UNITED STATES |
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FORM 8-K |
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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Date of report: (Date of earliest event reported): May 27, 2016 |
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Nexstar Broadcasting Group, Inc. |
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Delaware |
000-50478 |
23-3083125 |
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545 E. John Carpenter Freeway, Suite 700 |
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(972) 373-8800 |
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N/A |
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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)) |
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Item 7.01. Regulation FD Disclosure.
On May 27, 2016, Nexstar Broadcasting Group, Inc. (“Nexstar”) issued a press release announcing the entry into definitive agreements to sell two stations to Graham Media Group, Inc. (“Graham”) for a total consideration of $120 million, two stations to Bayou City Broadcasting Lafayette, Inc. (“BCBL”) for $40 million in cash and one station to Marquee Broadcasting, Inc. (“Marquee”). On June 3, 2016, Nexstar issued a press release announcing the entry into a definitive agreement to sell two stations to Gray Television Group, Inc. (“Gray”) for $270 million in cash. The stations are as follows:
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Buyer |
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Current Owner |
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Station |
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Affiliation |
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Market |
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Graham |
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Nexstar Media General |
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WCWJ WSLS-TV |
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The CW NBC |
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Jacksonville, Florida Roanoke-Lynchburg, Virginia |
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BCBL |
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Nexstar |
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KADN-TV KLAF-LD |
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FOX NBC |
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Lafayette, Louisiana |
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Marquee |
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Nexstar |
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KREX-TV |
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Satellite station of Nexstar-owned CBS affiliate KREX-TV |
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Denver, Colorado |
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Gray |
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Media General |
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WBAY-TV KWQC-TV |
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ABC NBC |
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Davenport -Moline-Rock Island, (Quad Cities) Iowa |
On January 27, 2016, Nexstar and Media General, Inc. (“Media General”) entered into a definitive merger agreement whereby Nexstar will acquire all outstanding shares of Media General. The above planned divestitures reflect Nexstar’s stated intention to divest certain television stations in order to comply with the Federal Communications Commission (“FCC”) local and national television ownership rules, to meet the 39% U.S. television household national ownership cap and to obtain FCC and Department of Justice approval of the proposed Nexstar / Media General transaction.
A copy of each press release is attached hereto as Exhibit 99.1 and Exhibit 99.2 and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description |
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99.1 |
Press Release dated May 27, 2016, announcing entry into definitive agreements to sell five stations in four markets. |
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99.2 |
Press Release dated June 3, 2016, announcing entry into a definitive agreement to sell two stations. |
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.
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NEXSTAR BROADCASTING GROUP, INC. |
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By: |
/s/ Thomas E. Carter |
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Date: June 3, 2016 |
Name: |
Thomas E. Carter |
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Title: |
Chief Financial Officer |
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(Principal Financial Officer) |
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Exhibit No. |
Description |
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99.1 |
Press Release dated May 27, 2016, announcing entry into definitive agreements to sell five stations in four markets. |
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99.2 |
Press Release dated June 3, 2016, announcing entry into a definitive agreement to sell two stations. |