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Nexstar Media Inc. Announces Tender Offer and Consent Solicitation for Any and All of Tegna Inc.’S 5.000% Senior Notes Due 2029
IRVING, Texas--(BUSINESS WIRE)-- Nexstar Media Inc. (the “Offeror”), a wholly owned subsidiary of Nexstar Media Group, Inc. (NASDAQ: NXST) (“Nexstar Media
About this update from Nexstar Media Group, Inc.
[{"type":"text","content":" IRVING, Texas--(BUSINESS WIRE)--\nNexstar Media Inc. (the “Offeror”), a wholly owned subsidiary of Nexstar Media Group, Inc. (NASDAQ: NXST) (“Nexstar Media Group”), announced today the commencement of an offer to purchase for cash (the “Tender Offer”) any and all of TEGNA Inc.’s (NYSE: TGNA) (the “Company”) outstanding 5.000% Senior Notes due 2029 (the “Notes”).\n\n\nIn conjunction with the Tender Offer, the Offeror is soliciting consents (the “Consent Solicitation”) from holders of the Notes (each, a “Holder” and, collectively, the “Holders”) to certain proposed amendments (the “Proposed Amendments”) to the indenture, dated as of March 1, 1983, as amended, supplemented or otherwise modified from time to time, including by that certain Thirteenth Supplemental Indenture, dated as of September 13, 2019, by and between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”) (the “Indenture”) (such consents being solicited are each a “Consent” and, collectively, the “Consents”). If the requisite Consents with respect to the Notes are received, the Proposed Amendments would amend the Indenture to eliminate certain restrictive covenants and other provisions with respect to such Notes. Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to such terms in the Offer to Purchase and Consent Solicitation Statement (as defined herein).\n\n\nThe Tender Offer and the Consent Solicitation are being made in connection with, and are expressly conditioned upon the closing of, the acquisition of the Company pursuant to the Agreement and Plan of Merger, dated August 18, 2025 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Nexstar Media Group, and Teton Merger Sub, Inc., a wholly-owned subsidiary of Nexstar Media Group (“Merger Sub”), pursuant to and subject to the terms and conditions of which Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Nexstar Media Group. The Merger is expected to close by the second half of 2026, subject to regulatory approvals and the satisfaction of other customary closing conditions, and we expect the consummati...