With heavy anticipation that regulatory approval of its rule-busting merger with TEGNA is coming very soon, Nexstar Media Group on Thursday moved ahead with the commencement of a cash-based tender offer to purchase the outstanding 5% Senior Notes due 2029 held by the company formerly known as Gannett.
The announcement comes after it was disclosed that three key Nexstar members met with FCC Chairman Brendan Carr and Media Bureau Chief Erin Boone last week in Washington to discuss the proposed acquisition.
The Tender Offer comes alongside Consent Solicitation from noteholders to proposed amendments to indentures that date to March 1983 and were updated for a 13th time in September 2019.
Naturally, the Tender Offer and Consent Solicitation are “expressly conditioned” with the closing of Nexstar’s proposed acquisition of TEGNA, which is expected to close “by the second half of 2026.”
The Tender Offer and Consent Solicitation are on track to expire on April 2 at 5pm Eastern. They bear the following terms:
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BofA Securities Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC have been retained as the dealer managers in connection with the Tender Offer and as the solicitation agents in connection with the Consent Solicitation.
The Tender Offer’s timing could be widely seen as an indication that the FCC is very close to granting its approval — on delegated authority by the Media Bureau — of the Nexstar-TEGNA merger.
The timing is also intriguing, as longtime Wiley Law attorney Kathleen Kirby shared Tuesday in a letter sent to FCC Secretary Marlene Dortch that Nexstar Chairman/CEO Perry Sook, President of Networks Sean Compton, and EVP of Government Relations Scott Weaver met with Chairman Carr; Carr’s Chief of Staff, Greg Watson; Media Bureau Special Counsel Ben Arden; and Boone — not only FCC Media Bureau Chief but also a “Special Advisor” to Carr.
In the meeting, the three Nexstar executives described how the company’s proposed acquisition of TEGNA “will enhance localism” and allow Nexstar to better serve the public amidst rapid changes in the video distribution marketplace.
It served as an in-person reiteration of Nexstar’s positions found in its Comprehensive Exhibit to its license transfer applications in front of the Commission, and in the Joint Opposition submitted by Nexstar and TEGNA to groups that have submitted briefs with the FCC asking that it refrain from approving the deal.
“Nexstar urged the Commission to act swiftly to grant the applications,” Kirby said.
