8-K

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): December 16, 2020

Nexstar Media Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	000-50478	23-3083125
(State or Other Jurisdiction<br><br><br>of Incorporation)	(Commission File Number)	(IRS Employer<br><br><br>Identification No.)
545 E. John Carpenter Freeway, Suite 700,<br><br><br>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><br><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 7.1 Regulation FD Disclosure.

On December 16, 2020, Nexstar Media Group, Inc. (“Nexstar”), a Delaware Corporation, issued a press release announcing that Nexstar entered into a Membership Unit Purchase Agreement (“Purchase Agreement”) to acquire BestReviews LLC, a consumer product recommendations company, from Tribune Publishing Company and BR Holdings Company, Inc. for $160 million in cash. A copy of the press release is attached here to as Exhibit 99.1.

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.

Forward-Looking Statements

This Current Report on Form 8-K, including Exhibit 99.1 attached hereto, includes forward-looking statements. Nexstar 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, Nexstar claims 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 Current Report on Form 8-K, concerning, among other things, the purchase and sale transactions described herein, the use of proceeds therefrom and Nexstar’s future financial performance involve risks and uncertainties, and are subject to change based on various important factors, including Nexstar’s ability to successfully integrate the acquired television stations, Nexstar’s ability to realize the expected synergies and benefits from the purchase and sale transactions and the timing thereof, the impact of changes in national and regional economies, pricing fluctuations in local and national advertising, any future regulatory actions and conditions, 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 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 Nexstar’s Annual Report for the year ended December 31, 2019 and Nexstar’s subsequent public filings with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of Nexstar Media Group, Inc. dated as of December 16, 2020.
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 hereunto duly authorized.

	NEXSTAR MEDIA GROUP, INC.
	By:	/s/ Thomas E. Carter
Date: December 16, 2020	Name:	Thomas E. Carter
	Title:	President, Chief Operating Officer and Chief Financial Officer

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EXHIBIT 99.1

NEXSTAR ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE BESTREVIEWS, A LEADING CONSUMER PRODUCT REVIEWS COMPANY, FOR $160 MILLION IN ACCRETIVE TRANSACTION

BestReviews Develops Content to Drive New Audience and Revenue with its Retail Partners

IRVING, TX (December 16, 2020) – Nexstar Inc., a wholly-owned subsidiary of Nexstar Media Group, Inc. (Nasdaq: NXST), announced today that it entered into a definitive agreement to acquire leading consumer product recommendations company BestReviews from Tribune Publishing Company (Nasdaq: TPCO) for $160 million in a transaction that is immediately accretive to Nexstar’s operating results.

BestReviews simplifies the way consumers buy products and services across thousands of categories by independently researching, analyzing, and testing products and recommending the best picks. The company maintains an audience of 9 million monthly visitors and has helped more than 300 million consumers make informed purchases of consumer products and services. BestReviews monetizes its content through a revenue share model with its retail partners against all sales generated by BestReviews.

In addition to the reviews on its site, bestreviews.com, BestReviews also produces seasonal, lifestyle and how-to articles with integrated links to retailers distributed across their publisher network, including Tribune Publishing’s media properties. The volume of content currently authored by BestReviews includes over 8,000 product categories covering over 40,000 product reviews on behalf of a diverse and growing network of over 50 retail partners.

Commenting on the proposed transaction, Tom Carter, Nexstar President, Chief Operating Officer, and Chief Financial Officer stated, “The planned accretive acquisition of BestReviews diversifies our digital content portfolio while presenting the company with new and significant revenue channels by leveraging our media content, national reach and significant consumer digital usage across multiple platforms. With Nexstar owned and operated digital properties ranking number one by Comscore for local news and information in terms of unique users, we are ideally positioned to quickly scale BestReviews through increased content syndication and brand awareness.

“Financially, by adhering to our disciplined acquisition and integration criteria, we are acquiring a fast-growing digital product review company with a profitable and scalable business model at an attractive pro forma EBITDA multiple. Nexstar will continue to focus on select strategic digital investments that complement and enhance our existing content offerings while creating new opportunities to drive shareholder returns.”

Karen Brophy, Nexstar, Inc. President, Digital, added, “The acquisition of BestReviews reflects Nexstar’s broader content monetization strategy and will enable the company to reach new audiences while better connecting with their existing consumers through an integrated content strategy across Nexstar’s 400+ digital touchpoints. BestReviews also provides unique consumer insights to drive higher-margin advertising revenues for local and national advertisers across Nexstar’s digital assets. Nexstar is committed to developing and executing the company’s strategic local content and viewer engagement initiatives while developing new marketing solutions for advertisers. The acquisition of BestReviews further strengthens Nexstar’s core product offering by adding new content and gathering expert and user-generated insights that help build consumer confidence in products. This will allow Nexstar to strengthen its focus on distributing content consumers want most. Also, retailers and brands can now leverage a larger network of consumers through increased content syndication to the nation’s largest local broadcast and media company.”

The transaction is subject to Hart-Scott-Rodino clearance and customary closing conditions and is expected to close by 2020 year-end.

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 197 television stations and related digital multicast signals reaching 115 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:

Thomas E. Carter

President, Chief Operating Officer and Chief Financial Officer

Nexstar Media Group, Inc.

972/373-8800

Joseph Jaffoni or Jennifer Neuman

JCIR

212/835-8500 or nxst@jcir.com

Nexstar Media Contact:

Gary Weitman

EVP & Chief Communications Officer

312/222-3394

gweitman@nexstar.tv

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