SEC Info - Nexstar Media Group, Inc.

SEC Info℠

Home

Help

Please Sign In

Nexstar Media Group, Inc. – ‘8-K’ for 8/15/22

On: Monday, 8/15/22, at 6:23pm ET · As of: 8/16/22 · For: 8/15/22 · Accession #: 950170-22-17457 · File #: 0-50478

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/16/22  Nexstar Media Group, Inc.         8-K:7,9     8/15/22   11:235K                                   Donnelley … Solutions/FA

Current Report — Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     68K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     29K 
 6: R1          Document and Entity Information                     HTML     47K 
 9: XML         IDEA XML File -- Filing Summary                      XML     12K 
 7: XML         XBRL Instance -- nxst-20220815_htm                   XML     16K 
 8: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 5: EX-101.LAB  XBRL Labels -- nxst-20220815_lab                     XML     42K 
 3: EX-101.PRE  XBRL Presentations -- nxst-20220815_pre              XML     34K 
 4: EX-101.SCH  XBRL Schema -- nxst-20220815                         XSD     11K 
10: JSON        XBRL Instance as JSON Data -- MetaLinks               11±    18K 
11: ZIP         XBRL Zipped Folder -- 0000950170-22-017457-xbrl      Zip     21K

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

iX: C: C: C:

8-K

i 0001142417 i false00011424172022-08-152022-08-15

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM i 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): i August 15, 2022

i NEXSTAR MEDIA GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)


i Delaware	i 000-50478	i 23-3083125
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

i 545 E. John Carpenter Freeway i Suite 700
i Irving, i Texas		i 75062
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: i 972 i 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:


	i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	i ☐	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 Symbol(s)	Name of each exchange on which registered
i Common Stock	i NXST	i 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 i ☐

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 August 15, 2022, Nexstar Media Group, Inc., a Delaware Corporation (“Nexstar”), issued a press release announcing that Nexstar entered into a definitive agreement to acquire a 75 percent ownership interest in The CW Network, LLC (“The CW” or the “Network”) for no consideration. Warner Bros. Discovery (Nasdaq: WBD) and Paramount Global (Nasdaq: PARA, PARAA), the current co-owners of The CW, will each retain a 12.5 percent ownership interest in The CW and will continue to produce 12 original, scripted series for the Network primarily to air during the 2022 / 2023 broadcast season. Nexstar anticipates the Network will begin to generate a profit by 2025 and the expected investment to profitability is in the low 9-figures. Nexstar expects to close the acquisition during the third quarter of 2022. A copy of the press release is attached here to as Exhibit 99.1 and incorporated herein by reference.

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 communication, concerning, among other things, future financial performance, including changes in net revenue, cash flow and operating expenses, involve risks and uncertainties, and are subject to change based on various important factors, including the impact of changes in national and regional economies, the ability to service and refinance our outstanding debt, successful integration of acquired television stations and digital businesses (including achievement of synergies and cost reductions), pricing fluctuations in local and national advertising, future regulatory actions and conditions in the television stations' operating areas, 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 communication 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 other filings with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.	Description
99.1	Press Release issued on August 15, 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:	August 15, 2022	By:	/s/ *Lee Ann Gliha*
		Name:	Lee Ann Gliha


	Title:	Chief Financial Officer
		(Principal Financial Officer)

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

Filed as of:	8/16/22	None on these Dates
Filed on / For Period end:	8/15/22
		List all Filings

↑Top

Filing Submission 0000950170-22-017457 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)