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Debt
9 Months Ended
Sep. 30, 2020
Debt Disclosure [Abstract]  
Debt

Note 9:  Debt

Long-term debt consisted of the following (in thousands):

 

 

 

September 30, 2020

 

 

December 31, 2019

 

Term loans

 

$

4,956,865

 

 

$

5,914,703

 

Revolving loans

 

 

225,000

 

 

 

-

 

5.625% Notes due 2024

 

 

-

 

 

 

900,000

 

5.625% Notes due 2027

 

 

1,785,000

 

 

 

1,785,000

 

4.75% Notes due 2028

 

 

1,000,000

 

 

 

-

 

Total outstanding principal

 

 

7,966,865

 

 

 

8,599,703

 

Less: unamortized financing costs and discount - Term Loans

 

 

(81,194

)

 

 

(104,281

)

Less: unamortized financing costs and discount - 5.625% Notes due 2024

 

 

-

 

 

 

(9,955

)

Add: unamortized premium, net of financing costs - 5.625% Notes due 2027

 

 

6,185

 

 

 

7,121

 

Less: unamortized financing costs and discount - 4.75% Notes due 2028

 

 

(9,316

)

 

 

-

 

Total outstanding debt

 

 

7,882,540

 

 

 

8,492,588

 

Less:  current portion

 

 

(22,921

)

 

 

(109,310

)

Long-term debt, net of current portion

 

$

7,859,619

 

 

$

8,383,278

 

 


2020 Transactions

On September 3, 2020, Nexstar and Mission amended their respective credit agreements (also herein referred to as senior secured credit facilities), which provides for first lien term loans and revolving credit facilities. The amendments provide for a new senior secured revolving credit facility (the “2020 Revolving Facility”) in an aggregate capacity of $280.0 million, of which $30.0 million was initially allocated to Nexstar and $250.0 million was initially allocated to Mission. The 2020 Revolving Credit Facility is in addition to the $139.7 million and $3.0 million unused capacities under Nexstar’s and Mission’s existing revolving credit facilities, respectively. The 2020 Revolving Facility bears interest at the LIBOR rate, with a margin in the range of 1.75% to 2.50%, determined based on a leverage-based grid. The terms of the 2020 Revolving Facility are substantially the same as Nexstar’s and Mission’s existing revolving credit facilities, including the maturity date of October 26, 2023. The amendments also made certain changes to the Mission credit agreement, including to permit the consummation of the acquisition of WPIX by Mission, for which a purchase agreement was signed on August 28, 2020 (see Note 3, “Acquisitions and Dispositions”), and other future acquisitions by Mission as a general matter.

Following the establishment of the 2020 Revolving Facility, Mission reallocated its $3.0 million available capacity under its existing revolving credit facility to Nexstar. Mission also drew upon $225.0 million under the 2020 Revolving Facility and used the proceeds to pay in full the remaining outstanding principal balance under Mission’s term B loan of $224.5 million. The prepayment of Mission’s term B loan resulted in a loss on extinguishment of debt of $2.7 million representing write-off of unamortized debt financing costs and discounts.

On September 25, 2020, Nexstar completed the sale and issuance of $1.0 billion 4.75% senior unsecured notes due 2028 (“4.75% Notes due 2028”) at par. The 4.75% Notes due 2028 were issued under an indenture dated as of September 25, 2020 (“4.75% Notes due 2028 Indenture”). The net proceeds from the issuance of the 4.75% Notes due 2028 was used to redeem the $900.0 million 5.625% senior unsecured notes due 2024 (“5.625% Notes due 2024”) in full at a redemption price equal to 102.813% of the principal amount thereof, plus accrued and unpaid interest and related fees and expenses. The remainder of the proceeds was used for general corporate purposes. The redemption of the 5.625% Notes due 2024 resulted in a loss on extinguishment of debt of $33.9 million in the condensed consolidated statements of operations, representing premiums paid to retire the 5.625% Notes due 2024 and write-off of unamortized debt financing costs and discounts.

The 4.75% Notes due 2028 will mature on November 1, 2028. Interest on the 4.75% Notes due 2028 is payable semiannually in arrears on May 1 and November 1 of each year, with the first interest payment due on May 1, 2021. The 4.75% Notes due 2028 are guaranteed by Nexstar, Mission and certain of Nexstar’s and Mission’s existing and future restricted subsidiaries, subject to certain customary release provisions.

The 4.75% Notes due 2028 are senior unsecured obligations of Nexstar and the guarantors, rank equal in right of payment with our and the guarantors’ existing and future senior indebtedness, including Nexstar’s 5.625% senior unsecured notes due 2027 (the “5.625% Notes due 2027”), its term loans and its revolving credit facilities, but effectively junior to our and the guarantors’ secured debt, including the term loans and revolving credit facilities, to the extent of the value of the assets securing such debt.

 

Nexstar has the option to redeem all or a portion of the 4.75% Notes due 2028 at any time prior to November 1, 2023 at a price equal to 100% of the principal amount redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date plus a make-whole premium as of the date of redemption. At any time prior to November 1, 2023, Nexstar may also redeem up to 40% of the aggregate principal amount at a redemption price of 104.75%, plus accrued and unpaid interest, if any, to the date of redemption, with the net cash proceeds from certain equity offerings. At any time on or after November 1, 2023, Nexstar may redeem the 4.75% Notes due 2028, in whole or in part, at the redemption prices set forth in the 4.75% Notes due 2028 Indenture.

 

Upon the occurrence of a change in control (as defined in the 4.750% Notes due 2028 Indenture), each holder of the 4.75% Notes due 2028 may require Nexstar to repurchase all or a portion of the notes in cash at a price equal to 101.0% of the aggregate principal amount to be repurchased, plus accrued and unpaid interest, if any, thereon to the date of repurchase.

 

The 4.75% Notes due 2028 Indenture contains covenants that limit, among other things, Nexstar’s and the guarantors’ ability to (1) incur additional debt, (2) pay dividends or make other distributions or repurchases or redeem its capital stock, (3) make certain investments, (4) transfer or sell assets, (5) create liens, (6) enter into restrictions affecting the ability of Nexstar’s restricted subsidiaries to make distributions, loans or advances to it or other restricted subsidiaries, (7) guarantee certain indebtedness and (8) engage in transactions with affiliates.

 

The 4.75% Notes due 2028 Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency. Generally, if an event of default occurs and is continuing, the Trustee or holders of at least 25% in principal amount of the then outstanding 4.75% Notes due 2028 may declare the principal of, premium, and accrued but unpaid interest, including additional interest, on all the 4.75% Notes due 2028 to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately.

As of September 30, 2020, Nexstar recorded $9.3 million in legal, professional and underwriting fees related to the new 4.750% Notes due 2028. Debt financing costs are netted against the carrying amount of the related debt.

During the nine months ended September 30, 2020, Nexstar prepaid a total of $480.0 million in principal balance under its term loans, funded by cash on hand. On March 9, 2020, Nexstar also made an additional principal prepayment of $200.0 million on its term loans pursuant to the mandatory prepayment requirement of its amended credit agreement. The mandatory prepayment resulted from the disposition of certain television station assets in the Seattle, WA and Milwaukee, WI markets to Fox (see Note 3, “Acquisitions and Dispositions”). The total prepayments of term loans resulted in a loss on extinguishment of debt of $8.4 million for the nine months ended September 30, 2020, representing write-offs of unamortized debt financing costs and discounts.

During the nine months ended September 30, 2020, the Company also repaid scheduled principal maturities of $53.3 million of its term loans, funded by cash on hand.

Unused Commitments and Borrowing Availability

The Company had $172.7 million and $25.0 million of unused revolving loan commitments under the respective Nexstar and Mission senior secured credit facilities, all of which were available for borrowing, based on the covenant calculations as of September 30, 2020. The Company’s ability to access funds under its senior secured credit facilities depends, in part, on its compliance with certain financial covenants. As of September 30, 2020, the Company was in compliance with its financial covenants. 

Collateralization and Guarantees of Debt

The Company’s credit facilities described above are collateralized by a security interest in substantially all the combined assets, excluding FCC licenses and the other assets of consolidated VIEs unavailable to creditors of Nexstar (See Note 2). Nexstar guarantees full payment of all obligations incurred under the Mission and Shield senior secured credit facilities in the event of their default. Mission and Nexstar Digital LLC (“Nexstar Digital”), a wholly-owned subsidiary of Nexstar, are both guarantors of Nexstar’s senior secured credit facility. Mission is also a guarantor of Nexstar’s 5.625% Notes due 2027 and 4.750% Notes due 2028. Nexstar Digital does not guarantee any of the notes. Shield is not a guarantor of any debt within the group.

In consideration of Nexstar’s guarantee of the Mission senior secured credit facility, Mission has granted Nexstar purchase options, exclusive of stations in the Shreveport, Louisiana, Odessa, Texas and Quad Cities, Iowa/Illinois markets, to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent. These option agreements, which expire on various dates between 2021 and 2028, are freely exercisable or assignable by Nexstar without consent or approval by Mission. The Company expects these option agreements to be renewed upon expiration.

 

Debt Covenants

 

The Nexstar credit agreement (senior secured credit facility) contains a covenant which requires Nexstar to comply with a maximum consolidated first lien net leverage ratio of 4.25 to 1.00. The financial covenant, which is formally calculated on a quarterly basis, is based on the combined results of the Company. The Mission and Shield amended credit agreements do not contain financial covenant ratio requirements but do provide for default in the event Nexstar does not comply with all covenants contained in its credit agreement. As of September 30, 2020, the Company was in compliance with its financial covenants.