Nexstar Media Inc., a wholly owned subsidiary of Nexstar Media Group, announced a cash tender offer to repurchase every outstanding 5.000 % Senior Note of TEGNA Inc. due 2029. Holders who tender before the early‑deadline of March 18 2026 will receive $1,011.25 per $1,000 principal, which includes a $30 early‑tender payment. Notes tendered after the early deadline will be paid at $981.25 per $1,000 principal. The offer covers the full $1.1 billion of principal outstanding and is expected to be settled around the merger closing date in the second half of 2026.
The tender is funded by proceeds from financing transactions that are part of the broader Nexstar‑TEGNA merger agreement. The merger, announced in August 2025 and approved by TEGNA shareholders in November, is subject to regulatory review by the Federal Communications Commission and the Department of Justice, with potential station divestitures under consideration. By repurchasing the notes, Nexstar will remove a significant portion of TEGNA’s long‑term debt, lower interest expense, and strengthen the combined balance sheet, thereby freeing capital for future investments or shareholder returns.
The offer also includes a consent solicitation to amend the notes’ indenture, allowing the removal of certain restrictive covenants that currently limit the combined entity’s flexibility. This amendment is intended to streamline the debt structure and reduce operational constraints on the merged company.
Perry Sook, Nexstar Chairman and CEO, said, "Our expectation for close is by the end of 2026 — that remains unchanged." He added, "If there were divestitures, it would be a minimal percentage and not meaningful to the deal." Former TEGNA President and CEO Dave Lougee noted, "TEGNA's track record of financial discipline and effective capital allocation led to strong market interest in these notes, resulting in highly favorable terms."
Market observers have not yet reacted strongly to the tender offer itself; the focus remains on the merger’s regulatory approval process and the potential impact of any required divestitures. The tender offer is viewed as a proactive step to simplify the debt profile ahead of the merger’s completion, but its ultimate effect will depend on the timing of regulatory decisions and the final settlement of the notes.
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