Nexstar Media Group, Inc 8-K, filed Jan 28, 2021
Nexstar Media Group, Inc. (NXST)
About this 8-K
Nexstar Media Group, Inc filed this 8-K on January 28, 2021, reporting on events of January 27, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 28, 2021 (
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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Item 7.01. Regulation FD Disclosure.
On January 28, 2021, Nexstar Media Group, Inc. (the “Company”) issued a press release announcing that, its Board of Directors approved a new share repurchase program authorizing the Company to repurchase up to $1.0 billion of its Class A common stock. The new $1.0 billion share repurchase program will augment the Company’s existing share repurchase authorization, of which $259.2 million remained outstanding as of September 30, 2020.
A copy of the press release announcing the share-repurchase program and dividend declaration described under Item 8.01 below is attached as Exhibit 99.1. The information included under this Item 7.01 and in Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended, or the Exchange Act.
Item 8.01. Other Events.
On January 28, 2021, the Company’s Board of Directors declared a quarterly cash dividend of $0.70 per share on its outstanding Class A Common Stock. The dividend is payable on February 26, 2021 to stockholders of record on February 12, 2021.
Forward-Looking Statements
This Current Report on Form 8-K, including Exhibit 99.1 attached hereto, includes forward-looking statements. The Company has based these forward-looking statements on its 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, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company 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 Current Report on Form 8-K 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 the Company’s Annual Report for the year ended December 31, 2019 and the Company’s subsequent public filings with the Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Description |
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
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 MEDIA GROUP, INC. |
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By: |
/s/ Thomas E. Carter |
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Date: January 28, 2021 |
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Thomas E. Carter |
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President, Chief Operating Officer and Chief Financial Officer |
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(Principal Financial Officer) |
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EXHIBIT 99.1
NEXSTAR MEDIA GROUP INCREASES QUARTERLY CASH DIVIDEND BY 25 PERCENT
AND ANNOUNCES $1.0 BILLION SHARE REPURCHASE AUTHORIZATION
Eighth Annual Consecutive Rise in Cash Dividend and Upsized Share Repurchase Authorization Highlights Long-term Commitment to Enhancing Shareholder Returns
IRVING, Texas (January 28, 2021) – Nexstar Media Group, Inc. (Nasdaq: NXST) announced today that its Board of Directors approved a 25 percent increase in the quarterly cash dividend to $0.70 per share of its Class A common stock beginning with the dividend declared for the first quarter of 2021. The dividend is payable on Friday, February 26, 2021, to shareholders of record on Friday, February 12, 2021.
The Board of Directors also approved a new share repurchase program authorizing the Company to repurchase up to $1.0 billion of its Class A common stock. The Board’s repurchase authorization reflects the attractiveness of Nexstar’s free cash flow yield and their view of a potential acceleration of share repurchases over the next several years as Nexstar’s leverage moderates and large-scale acquisitions become more challenging from a regulatory perspective. The new $1.0 billion share repurchase program will augment the Company’s existing share repurchase authorization, of which $259.2 million remained as of September 30, 2020.
Perry Sook, Nexstar Media Group’s Founder, Chairman and Chief Executive Officer stated, “Throughout Nexstar’s history, our disciplined approach to growth has resulted in strong and consistent free cash flow generation, affording us the financial flexibility to reduce leverage, return capital to shareholders and make select accretive acquisitions, all while continuing to invest in our business and teams. Consistent with our capital allocation priorities and long-standing commitment to enhancing shareholder value, we are increasing Nexstar's dividend for the eighth consecutive year and establishing a significant share repurchase authorization, which will allow us to continue delivering industry leading risk-adjusted returns to our shareholders.”
While the Company intends to pay regular quarterly cash dividends for the foreseeable future, all subsequent dividends will be reviewed quarterly and declared by the Board of Directors at its discretion.
The share repurchase authorization will be executed at the Board’s discretion as market conditions warrant throughout the authorization period and are subject to regulatory considerations.
About Nexstar Media Group, Inc.
Nexstar Media Group (NASDAQ: NXST) 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. Its wholly owned operating subsidiary, Nexstar Inc., consists of three divisions: Broadcasting, Digital, and Networks. The Broadcasting Division operates, programs, or provides sales and other services to 198 television stations and related digital multicast signals reaching 116 markets or approximately 39% of all U.S. television households (reflecting the FCC’s UHF discount). The division’s portfolio includes primary affiliates of NBC, CBS, ABC, FOX, MyNetworkTV and The CW. The Digital Division operates 122 local websites and 316 mobile apps offering hyper-local content and verticals for consumers and advertisers, allowing audiences to choose where, when and how they access content and creating new revenue opportunities for the company. The Networks Division operates WGN America, a growing national general entertainment cable network and the home of NewsNation, multicast network Antenna TV, and WGN Radio in Chicago. Nexstar also owns a 31.3% ownership stake in TV Food Network, a top tier cable asset. For more information please visit www.nexstar.tv.
Investor Contacts:
Chief Operating Officer and Chief Financial Officer
Joseph Jaffoni, Jennifer Neuman
JCIR
212/835-8500 or nxst@jcir.com
Media Contact:
Gary Weitman
EVP and Chief Communications Officer
Nexstar Media Group, Inc.
312-222-3394 or gweitman@nexstar.tv
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