8-K
NEXSTAR MEDIA GROUP, INC. (NXST)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): May 4, 2022 |
|---|
NEXSTAR MEDIA GROUP, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 000-50478 | 23-3083125 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 545 E. John Carpenter Freeway<br><br>Suite 700 | ||
| Irving, Texas | 75062 | |
| (Address of Principal Executive Offices) | (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>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A 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 7.01 Regulation FD Disclosure.
On May 4, 2022, Nexstar Media Group, Inc. (the “Company”) provided to American Stock Transfer & Trust Company, LLC (the “Rights Agent”) the True-Up Notice required to be delivered to the Rights Agent pursuant to the Contingent Value Rights Agreement, dated as of January 13, 2017, by and between the Company and the Rights Agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 17, 2017). The True-Up Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act or in the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | True-Up Notice Delivered to Rights Agent on May 4, 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: | May 4, 2022 | By: | /s/ Lee Ann Gliha |
| Name: | Lee Ann Gliha | ||
| Title: | Chief Financial Officer | ||
| --- | --- | ||
| (Principal Financial Officer) |
EX-99.1
Exhibit 99.1
May 4, 2022
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, New York 11219
Attention: Relationship Management
Re: Nexstar CVR True-Up Notice
Ladies and Gentlemen:
Reference is made to that certain Contingent Value Rights Agreement, dated as of January 13, 2017, between Nexstar Media Group, Inc. (f/k/a Nexstar Broadcasting Group, Inc.) (“Nexstar”) and American Stock Transfer & Trust Company, LLC (the “CVR Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the CVR Agreement.
Please be advised that, pursuant to Section 3.5(d) of the CVR Agreement, Nexstar has calculated the True-Up Amount as of April 13, 2022. Such amount is set forth below:
| True-Up Amount | $ | 13,936,030 |
|---|
The calculations made by Nexstar to determine such True-Up Amount are set forth on Annex A attached hereto. The CVR Payment Date for the True-Up Amount will be May 18, 2022.
Sincerely,
| NEXSTAR MEDIA GROUP, INC. | ||
|---|---|---|
| By: | /s/ Lee Ann Gliha | |
| Name: | Lee Ann Gliha | |
| Title: | Chief Financial Officer |
Annex A - Calculations of final Distribution Amount and True-Up Amount under the CVR Agreement
| Gross Proceeds from the Spectrum Auction | $ | 478,608,583 |
|---|---|---|
| Less - Company Transaction Expenses | $ | 23,415,149 |
| Less - Company BCF Adjustment | $ | - |
| Less - Company Tax Adjustment | $ | 182,077,374 |
| Total Company Proceeds | $ | 273,116,060 |
| Sharing Percentage | 100% | |
| Aggregate Fees and Expenses of the Rights Agent | $ | 28,006 |
| Aggregate Fees and Expenses of Parent’s Certified Public Accounting Firm | $ | 505,205 |
| Distribution Amount - Total Company Proceeds (a) multiplied by the Estimated Sharing Percentage (b) less (c) less (d) | $ | 272,582,849 |
| Less: Payment Amounts previously distributed to Holders | $ | 258,646,819 |
| True-Up Amount - Distribution Amount (e) less (f) | $ | 13,936,030 |
All values are in US Dollars.