The merger was executed pursuant to the Agreement and Plan of Merger dated August 18, 2025, which involved Nexstar's wholly-owned subsidiary, Teton Merger Sub, Inc. The transaction is expected to create a more dynamic enterprise, better positioned to deliver exceptional journalism and local programming. Perry Sook, Nexstar's Founder, Chairman, and CEO, emphasized the importance of this merger in sustaining strong local journalism in the communities served by both companies.
In conjunction with the merger, Nexstar has entered into a Bridge Loan Credit Agreement, establishing a senior first lien secured bridge facility of up to $2.39 billion. This facility will accrue interest at a rate tied to the Secured Overnight Financing Rate (SOFR) plus a margin, with a maturity date set for one year after the closing date. If the facility remains outstanding at maturity, it will convert into a senior secured first lien term facility with a maturity of 7.5 years.
Additionally, Nexstar has amended its existing credit agreement to include an incremental senior secured term A loan facility of $150 million and an incremental senior secured term B loan facility of $2.75 billion. The proceeds from these loans, along with the bridge facility, will be utilized to fund the cash consideration for TEGNA's stockholders, repay certain outstanding debts of TEGNA, and cover transaction expenses.
Nexstar has also committed to several obligations to the FCC, including expanding investments in local news and programming, extending retransmission consent agreements, divesting certain television stations, and promoting nondiscrimination and equal employment opportunities. This merger not only strengthens Nexstar's position in the media landscape but also aligns with its strategic goals of enhancing local content and community engagement.
