8-K 1 amendmentcreditagreements.htm 8-K AMENDMENT TO CREDIT AGREEMENTS


 
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): July 7, 2015
___________________
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
(I.R.S. Employer
Identification No.)
545 E. John Carpenter Freeway
Suite 700
Irving, Texas 75062
(Address of Principal Executive Offices, including Zip Code)
 
(972) 373-8800
(Registrant's Telephone Number, including Area Code)
 
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 (see General Instruction A.2. below):
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))
 
 

     


Item 1.01 Entry into a Material Definitive Agreement.
On or prior to July 7, 2015, Nexstar Broadcasting Group, Inc. ("Nexstar") created Enterprise Technology LLC, a wholly-owned Delaware limited liability company ("Digital, LLC"). Certain assets related to the digital media business owned by Nexstar Broadcasting, Inc. ("Nexstar Broadcasting"), a wholly-owned subsidiary of Nexstar, were distributed to Nexstar and Nexstar contributed such assets to Digital LLC.

On July 7, 2015, Nexstar Broadcasting, Mission Broadcasting, Inc. ("Mission") and Marshall Broadcasting Group, Inc. ("Marshall") entered into amendments to each of their senior secured credit facilities in order to permit Nexstar's contribution of assets to Digital LLC. The main provisions of the amendments are as follows:

·
The amendment permits Nexstar Broadcasting, Mission and Marshall to use the proceeds of borrowings under each of their revolving credit facilities to fund the working capital and other general corporate purpose of Digital LLC and each of its direct and indirect subsidiaries.
·
The amendments required the inclusion of Digital LLC and each of its direct and indirect subsidiaries in the calculation of Nexstar Broadcasting's financial covenants and other financial ratios and results pursuant to its amended credit agreement.
·
Pursuant to the amended credit agreements, Digital LLC and each of its direct and indirect subsidiaries agreed to guarantee all borrowings of Nexstar Broadcasting, Mission and Marshall under each of their senior secured credit facilities.

The foregoing description is qualified in its entirety by reference to the text of the amendments of the obligations thereunder are qualified in their entirety by reference to the amended credit agreements dated as of July 7, 2015 which are filed as exhibits 10.1, 10.2 and 10.3 respectively, hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits

Exhibit No.
 
Description
10.1
 
Sixth Amendment to the Fifth Amended and Restated Credit Agreement, dated as of July 7, 2015, by and among Nexstar Broadcasting, Inc., Nexstar Broadcasting Group, Inc., Nexstar Finance Holdings, Inc., Bank of America, N.A. and the several banks parties thereto.
10.2
 
Sixth Amendment to the Fourth Amended and Restated Credit Agreement, dated as of July 7, 2015, by and among Mission Broadcasting, Inc., Bank of America, N.A. and the several banks parties thereto.
10.3
 
First Amendment to the Credit Agreement dated as of July 7, 2015, by and among Marshall Broadcasting Group, Inc., Bank of America, N.A. and the several banks parties thereto.
      

     



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
NEXSTAR BROADCASTING GROUP, INC.
 
 
 
 
 
 
 
 
By:
/s/ Thomas E. Carter
Dated: July 13, 2015
Name:
Thomas E. Carter
 
Title:
 Executive Vice President Finance
 
 
and Chief Financial Officer


 


     


EXHIBIT INDEX

Exhibit No.
 
Description
10.1
 
Sixth Amendment to the Fifth Amended and Restated Credit Agreement, dated as of July 7, 2015, by and among Nexstar Broadcasting, Inc., Nexstar Broadcasting Group, Inc., Nexstar Finance Holdings, Inc., Bank of America, N.A. and the several banks parties thereto.
10.2
 
Sixth Amendment to the Fourth Amended and Restated Credit Agreement, dated as of July 7, 2015, by and among Mission Broadcasting, Inc., Bank of America, N.A. and the several banks parties thereto.
10.3
 
First Amendment to the Credit Agreement dated as of July 7, 2015, by and among Marshall Broadcasting Group, Inc., Bank of America, N.A. and the several banks parties thereto.