8-K
NEXSTAR MEDIA GROUP, INC. (NXST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 3, 2022
NEXSTAR MEDIA GROUP, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 000-50478 | 23-3083125 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 545 E. John Carpenter Freeway, Suite 700<br><br>Irving, Texas<br><br>(Address of Principal Executive Offices) | 75062<br><br>(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (972) 373-8800
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | NXST | NASDAQ Global Select Market |
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).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 3, 2022, Nexstar Media Group, Inc. a Delaware Corporation (“Nexstar”), issued a press release announcing that Dennis Miller, a member of Nexstar’s Board of Directors (“Board”) since 2014, has stepped down from the Board effective immediately in connection with the closing of Nexstar’s acquisition of The CW Network, LLC (“The CW”). Nexstar has initiated a search for a new member of its Board.
Item 7.01 Regulation FD Disclosure.
On October 3, 2022, Nexstar announced that it has closed its previously announced acquisition of a 75% ownership interest in The CW from co-owners Warner Bros. Discovery (“WBD”) and Paramount Global (“Paramount”), who each retained a 12.5% ownership interest in The CW. Nexstar also announced that Dennis Miller has been named President of The CW, effective immediately, replacing Mark Pedowitz, who has served as a Chairman and Chief Executive Officer of The CW for the past 11 years. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.
Nexstar previously announced that the acquisition of the 75% ownership interest in The CW was for no consideration. The transaction provides that WBD and Paramount will continue to produce 12 original, scripted series for the network primarily to air during 2022 / 2023 broadcast season. Nexstar anticipates The CW will begin to generate profit by 2025 and the expected investment to profitability is in the low 9-figures.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, (i) is furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (ii) shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release dated October 3, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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 thereunto duly authorized.
| NEXSTAR MEDIA GROUP, INC. | |||
|---|---|---|---|
| Date: | October 3, 2022 | By: | /s/ Lee Ann Gliha |
| Name: | Lee Ann Gliha | ||
| Title: | Chief Financial Officer | ||
| --- | --- | ||
| (Principal Financial Officer) |
EX-99.1
EXHIBIT 99.1
NEXSTAR MEDIA CLOSES ACQUISITION OF THE CW NETWORK
TELEVISION INDUSTRY LEADER AND technology AND
media investor, DENNIS MILLER, NAMED PRESIDENT
MARK PEDOWITZ TO EXIT AS CHAIRMAN/CEO
AFTER 11-YEAR TENURE
IRVING, TX and LOS ANGELES, CA (October 3, 2022) — Nexstar Media Group, Inc. (NASDAQ: NXST, “Nexstar”) announced today that it has closed its previously announced acquisition of a 75% ownership interest in The CW Network, LLC (“The CW” or the “Company”) from co-owners Warner Bros. Discovery (Nasdaq: WBD) and Paramount Global (Nasdaq: PARA, PARAA), who will each retain a 12.5% ownership interest in The CW. Nexstar also announced that Dennis Miller has been named President of The CW, effective immediately. Mr. Miller has served as a member of Nexstar’s Board of Directors since 2014 and has stepped down from the Board in connection with his appointment. Nexstar has initiated a search for a new member of its Board of Directors.
Mr. Miller is assuming leadership of The CW from Mark Pedowitz, who, after serving as Chairman and CEO of The CW for the past 11 years, has announced his intention to revive his successful production company. Mr. Pedowitz will provide support to The CW, Nexstar, and Mr. Miller in a streamlined transition. Throughout his tenure, Mr. Pedowitz was instrumental in charting the expansion of The CW and bringing some of the most groundbreaking and generation-defining programming in television to millions of viewers.
“Dennis Miller brings a unique skill set of proven television, media, and technology industry expertise, as well as venture capital experience to the role of President at The CW. His understanding and ability to unlock value from media assets by delivering high-quality, profitable entertainment, will serve the network, its viewers, its partners and CW affiliates around the country extremely well. We are confident his background, experience and relationships will allow Nexstar to deliver on the value of this transaction for our shareholders,” said Perry Sook, Nexstar’s Chairman and Chief Executive Officer. “I look forward to working with Dennis and Sean Compton, Nexstar’s President of Networks, to build on the foundation that Mark Pedowitz and his team have established at both the CW Network and the CW App. We sincerely thank Mark for his many years of service to The CW and wish him the very best in his future endeavors.”
Mr. Miller is a seasoned television executive with a successful long-term record of success and value creation in the industry. He has held senior executive positions at Sony Pictures Entertainment, Lionsgate Television and Turner Network Television. He most recently served as Chairman of Industrial Media until its sale to Sony Pictures Television earlier this year. Industrial Media is an independent production group whose companies collectively produce more than 94 television shows airing across 34 networks, including some of the most popular shows on television including “American Idol” on ABC; the “Matchmaker” series on Netflix; the Selena Gomez cooking show and the upcoming “The Climb” with Jason Momoa both on HBO; the upcoming Elton John documentary on Apple+; and, the dominant franchise for the last five years on Discovery, “90 Day Fiancé.” Mr. Miller also has significant experience as a TMT investor, having spent
several years as a General Partner at Spark Capital and a Managing Director at Bear Stearns’ venture arm, Constellation Ventures. He began his career in the entertainment and tax department of the law firm of Manatt, Phelps, Rothenberg and Tunney.
Commenting on his appointment, Mr. Miller said, “It has been a privilege to serve on Nexstar’s Board of Directors for the last eight years and work closely with Perry and the other distinguished members of the Board during a period of transformational growth and success for the Company. This appointment perfectly aligns my intimate knowledge of Nexstar’s business approach and operating goals to realize the value inherent in The CW. I look forward to working with Perry, Sean and the team to leverage the experience and business relationships built over my career in the media, and technology industries to create new value for viewers, advertisers, affiliates, and Nexstar shareholders.”
“It’s been an honor to serve as the Chairman and CEO of The CW Network for the last 11 years and I am very proud of what our exceptional teams have accomplished together over that time,” said Mr. Pedowitz. “It was the right moment for me to hand over the leadership baton and I am excited to move on to the next chapter of my professional career where I can pursue a different set of interests. I am confident Perry, Sean, Dennis and the Nexstar team’s ability to usher in the next phase of growth and success for the CW Network and look forward to supporting them during the transition period.”
About Nexstar Media Group, Inc.
Nexstar Media Group, Inc. (NASDAQ: NXST) is a leading diversified media company that produces and distributes engaging local and national news, sports and entertainment content across television, streaming and digital platforms, including more than 290,000 hours of original video content each year. Nexstar owns America’s largest local broadcasting group comprised of top network affiliates, with 200 owned or partner stations in 116 U.S. markets reaching 212 million people. Nexstar’s national television properties include The CW, America’s fifth major broadcast network, NewsNation, America’s fastest-growing national news and entertainment cable network reaching 70 million television homes, popular entertainment multicast networks Antenna TV and Rewind TV, and a 31.3% ownership stake in TV Food Network. The Company’s portfolio of digital assets, including The Hill and BestReviews, are collectively a Top 10 U.S. digital news and information property. In addition to delivering exceptional content and service to our communities, Nexstar provides premium multiplatform and video-on-demand advertising opportunities at scale for businesses and brands seeking to leverage the strong consumer engagement of our compelling content offering. For more information, please visit Nexstar.tv.
Investor Contact:
Joseph Jaffoni or Jennifer Neuman
JCIR
212/835-8500
Media Contact:
Gary Weitman
EVP/Chief Communications Officer
Nexstar Media Group, Inc.
972/373-8800 (office)
gweitman@nexstar.tv