Nexstar Media Group Prices $3,065 Million Term Loan B and $675 Million Term Loan A Facilities

Terms Loans Mark Nexstar’s Completion of Primary Financing for Tribune Media Transaction at Attractive Rates and Terms

 

Irving, TX – Nexstar Media Group, Inc. (NASDAQ: NXST) (“Nexstar” or the “Company”) announced today that its indirect wholly-owned subsidiary, Nexstar Broadcasting, Inc., has priced a $3,065 million term loan B facility and $675 million term loan A facility. The pricing of the $3,065 million term loan B facility and $675 million term loan A facility, combined with the previously announced offering of $1,120 million senior notes mark the successful completion of the primary financing components needed to complete the acquisition of Tribune Media Company (“Tribune”).

The term loan B facility will be issued at a price equal to 99.50% of its face value and will bear interest at a rate of LIBOR plus 2.75%, with a step down to LIBOR plus 2.50% at 0.75x inside of closing date first lien net leverage, with a 0.0% LIBOR floor and will have a seven year maturity. The term loan A facility will be issued at par and will bear interest at a rate of LIBOR plus 1.75%, subject to a leverage based pricing grid and will have a five year maturity. The closing of the term loan B and term loan A facilities is subject to customary closing conditions and the closing of the Tribune acquisition.

On November 30, 2018, Nexstar and Tribune entered into a definitive merger agreement whereby Nexstar will acquire all outstanding shares of Tribune. Nexstar Broadcasting intends to use the net proceeds from the proposed term loan B and term loan A facilities, together with the net proceeds from the recent offering of $1,120 million in aggregate principal amount of 5.625% new senior notes due 2027 (the “Notes”), proceeds from the previously announced station sales and cash on hand to fund the transaction, to fund the repayment of all of Tribune’s existing indebtedness, to pay other fees and expenses related to Nexstar’s acquisition of Tribune and the related refinancing and for general corporate purposes.

About Nexstar Media Group, Inc.

Nexstar Media Group is a leading diversified media company that leverages localism to bring new services and value to consumers and advertisers through its traditional media, digital and mobile media platforms. Nexstar owns, operates, programs or provides sales and other services to 174 full power television stations and related digital multicast signals reaching 100 markets or nearly 39% of all U.S. television households. Nexstar’s portfolio includes primary affiliates of NBC, CBS, ABC, FOX, MyNetworkTV and The CW. Nexstar’s community portal websites offer additional hyper-local content and verticals for consumers and advertisers, allowing audiences to choose where, when and how they access content while creating new revenue opportunities.

Pro-forma for the completion of all announced transactions, Nexstar will own, operate, program or provide sales and other services to 197 television stations and their related low power and digital multicast signals reaching 115 markets or nearly 63% of all U.S. television households. For more information please visit www.nexstar.tv.

Forward-Looking Statements

This communication includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. Forward-looking statements include information preceded by, followed by, or that includes the words “guidance,” “believes,” “expects,” “anticipates,” “could,” or similar expressions. For these statements, Nexstar and Tribune claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this communication, concerning, among other things, the Escrow Issuer’s issuance of the notes, the ultimate outcome and benefits of a transaction between Nexstar and Tribune and timing thereof, and future financial performance, including changes in net revenue, cash flow and operating expenses, involve risks and uncertainties, and are subject to change based on various important factors, including the Company’s ability to consummate the offering of the notes, the expected amount and timing of cost savings and operating synergies, current capital and debt market conditions, the Company’s ability to obtain new debt financing on acceptable terms, the anticipated terms of the notes, the anticipated use of proceeds from the proposed offering, which estimates are believed to be reasonable, though are inherently uncertain and difficult to predict, the timing to consummate the proposed transaction; the risk that a condition to closing of the proposed transaction may not be satisfied and the transaction may not close; the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated, the impact of changes in national and regional economies, the ability to service and refinance our outstanding debt, successful integration of Tribune (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, volatility in programming costs, the effects of governmental regulation of broadcasting, industry consolidation, technological developments and major world news events. Nexstar and Tribune undertake 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 communication 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 Tribune’s and Nexstar’s filings with the Securities and Exchange Commission.

Contact:

Thomas E. Carter

Chief Financial Officer

Nexstar Media Group, Inc.

972/373-8800

or

Joe Jaffoni, Jennifer Neuman

JCIR

212/835-8500 or nxst@jcir.com