Nexstar Media Group Inc. Announces Early Settlement Date for TEGNA Senior Notes Tender Offer
1. Overview of the Tender Offer and Consent Solicitation
On March 23, 2026, Nexstar Media Inc., a wholly owned subsidiary of Nexstar Media Group, Inc. (NASDAQ: NXST), released a press announcement revealing an Early Settlement Date of March 25, 2026, for its previously announced tender offer and consent solicitation concerning TEGNA Inc.’s 5.000% Senior Notes due 2029. This strategic move comes as part of Nexstar's overall acquisition strategy following its successful purchase of TEGNA Inc. on March 19, 2026.
2. Tender Offer Details
As of the Early Tender Deadline, which was 5:00 PM New York City time on March 18, 2026, a significant $1,036,551,000 worth of TEGNA’s Senior Notes, representing 94.23% of the total outstanding principal amount, were validly tendered. The high acceptance rate indicates strong interest from noteholders in Nexstar's offer, allowing the company to move forward with the acquisition's financing.
The Tender Offer is designed to facilitate the purchase of all outstanding notes, with the Offeror planning to accept those that were validly tendered prior to the Early Tender Deadline on the established Early Settlement Date.
3. Consent Solicitation Success
In conjunction with the Tender Offer, Nexstar also announced that it has received the requisite consents needed to adopt proposed amendments related to the notes. The supplemental indenture reflecting these amendments has already been executed and will come into effect upon the purchase of the notes on the Early Settlement Date.
4. Timeline and Future Steps
The Tender Offer and Consent Solicitation are set to expire at 5:00 PM New York City time on April 2, 2026, unless Nexstar decides to extend this deadline. Following this expiration, any notes tendered after the Early Tender Deadline will still be accepted promptly on the Final Settlement Date.
The terms and conditions for the Tender Offer are detailed in the Offer to Purchase and Consent Solicitation Statement dated March 5, 2026.
5. Conditions and Funding Strategy
Nexstar's completion of the Tender Offer is contingent upon the satisfaction of several conditions, most notably the Merger Condition, which has already been met following the acquisition of TEGNA. The Offeror will fund the total consideration for the tender offer using proceeds from financing transactions related to the merger and available cash.
Accepted notes will cease to be outstanding and will be canceled, while those not tendered will remain active and subject to the proposed amendments once they become operative.
6. Dealer Managers and Support
BofA Securities, Inc., J.P. Morgan Securities LLC, and Goldman Sachs & Co. LLC have been appointed as dealer managers for the Tender Offer and solicitation agents for the Consent Solicitation. These firms are tasked with reaching out to noteholders and facilitating the process.
7. Looking Ahead
As Nexstar Media Group continues to navigate its post-acquisition landscape, the early success of the tender offer is a promising sign for the company’s strategic execution and financial management. Investors and industry observers will be keenly watching how the proposed amendments and potential future transactions will impact the company’s capital structure and market positioning.
In summary, Nexstar's early settlement for TEGNA's senior notes reflects a proactive approach to integrate the acquired entity and optimize its financial commitments, paving the way for future growth and stability in an evolving media landscape.
