Attached files
file | filename |
---|---|
EX-10.1 - NXST EXHIBIT 10.1 - NEXSTAR MEDIA GROUP, INC. | nxstexhibit.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
|
||
FORM
8-K
CURRENT
REPORT
|
||
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
|
||
Date
of report: October 8, 2009
|
||
Nexstar
Broadcasting Group, Inc.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
|
||
Delaware
(State
or other jurisdiction of incorporation)
|
000-50478
(Commission
File Number)
|
23-3083125
(IRS
Employer Identification No.)
|
5215
N. O'Connor Blvd, Suite 1400
Irving,
Texas 75039
(Address
of Principal Executive Offices, including Zip
Code)
|
||
(972)
373-8800
(Registrant’s
Telephone Number, Including Area Code)
|
||
N/A
(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 (see General Instruction A.2.
below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
1.01. Entry into Material Definitive Agreement
On
October 8, 2009, Nexstar Broadcasting, Inc., a subsidiary of Nexstar
Broadcasting Group, Inc. (“Nexstar Broadcasting Group”), entered into that
certain Second Amendment (the “Amendment”) to the Fourth Amended and Restated
Credit Agreement, dated as of April 1, 2005, together with Nexstar Broadcasting
Group, Nexstar Finance Holdings, Inc., Bank of America, N.A., as Administrative
Agent and as L/C Issuer, Banc of America Securities LLC, as joint lead arranger
and joint book manager, UBS Securities LLC, as co-syndication agent and joint
lead arranger, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
co-syndication agent and joint book manager, and the several banks parties
thereto (the “Nexstar Credit Agreement”, and, as amended, the “Amended Nexstar
Credit Agreement”, setting forth the terms of the “Facility”).
The
Amendment modifies certain terms of Nexstar Credit Agreement, including,
but not limited to, changes to financial covenants, including the Consolidated
Total Leverage Ratio and Consolidated Senior Leverage Ratio, a general
tightening of the exceptions to the negative covenants (principally by means of
reducing the types and amounts of permitted transactions) and an increase
to the interest rates and fees payable with respect to the borrowings under the
Amended Nexstar Credit Agreement.
Prior
|
As
Amended
|
||
Consolidated
Total Leverage Ratio:
|
|||
July
1, 2009 through September 30, 2009
|
6.50
to 1.00
|
6.75
to 1.00
|
|
October
1, 2009 to December 31, 2009
|
6.50
to 1.00
|
8.75
to 1.00
|
|
January
1, 2010 through March 31, 2010
|
6.50
to 1.00
|
9.50
to 1.00
|
|
April
1, 2010 through June 30, 2010
|
6.50
to 1.00
|
10.25
to 1.00
|
|
July
1, 2010 through September 30, 2010
|
6.25
to 1.00
|
9.25
to 1.00
|
|
October
1, 2010 through and including March 31, 2011
|
6.25
to 1.00
|
7.75
to 1.00
|
|
April
1, 2011 and thereafter
|
6.00
to 1.00
|
6.00
to 1.00
|
|
Consolidated
Senior Leverage Ratio:
|
|||
July
1, 2009 through September 30, 2009
|
4.50
to 1.00
|
5.50
to 1.00
|
|
October
1, 2009 to December 31, 2009
|
4.50
to 1.00
|
7.00
to 1.00
|
|
January
1, 2010 through March 31, 2010
|
4.25
to 1.00
|
7.00
to 1.00
|
|
April
1, 2010 through June 30, 2010
|
4.25
to 1.00
|
7.50
to 1.00
|
|
July
1, 2010 through September 30, 2010
|
4.25
to 1.00
|
6.75
to 1.00
|
|
October
1, 2010 through and including March 31, 2011
|
4.25
to 1.00
|
5.50
to 1.00
|
|
April
1, 2011 and thereafter
|
4.00
to 1.00
|
4.00
to 1.00
|
|
The
Amended Nexstar Credit Agreement revises the calculation of Consolidated Total
Leverage Ratio to exclude the netting of cash and cash equivalents against total
debt.
On an
annual basis following the delivery of Nexstar's Broadcasting, Inc.'s year end
financial statements, the Amended Nexstar Credit Agreement requires
mandatory prepayments of principal, as well as a permanent reduction in
revolving credit commitments, subject to a computation of excess cash
flow for the preceding fiscal year, as more fully set forth in the Amended
Nexstar Credit Agreement. The Amended Nexstar Credit Agreement also places
additional restrictions on the use of proceeds from asset sales, equity
issuances, or debt issuances (with the result that such proceeds, subject to
certain exceptions, be used for mandatory prepayments of principal and permanent
reductions in revolving credit commitments), and includes an anti-cash hoarding
provision which requires that Nexstar Broadcasting, Inc. utilize unrestricted
cash and cash equivalent balances in excess of $15 million to repay principal
amounts outstanding, but not permanently reduce capacity, under the revolving
credit facility.
The
Amended Nexstar Credit Agreement also revised the interest rate
provisions. As amended, borrowings under the Facility may bear
interest at either (i) a Eurodollar Rate, which has been amended to include an
interest rate floor equal to 1% or (ii) a Base Rate, which, as
amended, is defined as the greater of (1) the sum of 1/2 of 1% plus
the Federal Funds Rate, (2) Bank of America, N.A.'s prime rate and (3) the sum
of (x) 1% plus (y) the Eurodollar Rate. The definition of applicable
margin was changed to eliminate the pricing grid and replace it with a fixed
rate. As amended, the applicable margin for Eurodollar loans is a
rate per annum equal to 4% and the applicable margin for Base Rate loans is a
rate per annum equal to 3%.
On
October 8, 2009, Mission Broadcasting, Inc. (“Mission”) entered into its first
amendment (the “Mission Amendment”) to its Third Amended and Restated Credit
Agreement dated as of April 1, 2005, among it, Bank of America, N.A., as
Administrative Agent and as L/C Issuer, Banc of America Securities, as joint
lead arranger and joint book manager, UBS Securities LLC, as co-syndication
agent and joint lead arranger and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as co-syndication agent and joint bank manager, and the several
banks parties thereto (as amended, the “Amended Mission Credit
Agreement”).
Nexstar
Broadcasting, Inc., Nexstar Broadcasting Group and Nexstar Finance Holdings,
Inc. (together, the “Nexstar Entities”) continue to guarantee full payment of
any and all obligations under the Amended Mission Credit Agreement in the event
of a default thereunder. The Amended Nexstar Credit Agreement
expanded certain cross-default provisions such that the breach of certain
warranties, representations or covenants under the Amended Mission Credit
Agreement now constitute an event of default under the Amended Nexstar Credit
Agreement.
The
foregoing description of the Amendment to the Facility and the modifications
contained therein does not purport to be complete and is qualified in its
entirety by the terms and conditions of such Amendment, which is filed, along
with the Amended Nexstar Credit Agreement as an annex thereto, as Exhibit 10.1
to this Current Report on Form 8-K.
As
reported in its Current Report on Form 8-K filed the date hereof, the Mission
Amendment, among other things, permitted Mission to modify certain terms and
conditions of the Mission Credit Agreement. Mission continues to
guarantee full payment of all obligations of the Nexstar Entities under the
Amended Nexstar Credit Agreement.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
As
discussed above in Item 1.01, the Nexstar Entities amended the Nexstar Credit
Agreement. The descriptions in Item 1.01 are incorporated herein by
reference.
Item
9.01 Financial
Statements and Exhibits
(d)
Exhibits
10.1 Second
Amendment to the Fourth Amended and Restated Credit Agreement dated October 8,
2009, by and among Nexstar Broadcasting Group, Inc., Nexstar Finance Holdings,
Inc., Nexstar Broadcasting, Inc., Bank of America, N.A., Banc of America
Securities LLC, UBS Securities LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and the several Banks parties thereto.
SIGNATURES
According
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
BROADCASTING GROUP, INC.
By: /s/
Thomas E. Carter
Date:
October 15,
2009 Name: Thomas
E. Carter
Title: Chief
Financial Officer
EXHIBIT
INDEX
Exhibit No.
|
Description
|
10.1
|
Second
Amendment to the Fourth Amended and Restated Credit Agreement dated
October 8, 2009, by and among Nexstar Broadcasting Group, Inc., Nexstar
Finance Holdings, Inc., Nexstar Broadcasting, Inc., Bank of America, N.A.,
Banc of America Securities LLC, UBS Securities LLC, Merrill Lynch, Pierce,
Fenner & Smith Incorporated and the several Banks parties
thereto.
|