Holders who tender Existing Notes on or prior to the Consent Payment Deadline may withdraw such Existing Notes at any time on or prior to the Consent Payment Deadline.
In connection with the tender offer, Nexstar Broadcasting is also soliciting consents from the holders of each series of Existing Notes for certain proposed amendments that would eliminate substantially all restrictive covenants contained in the applicable indenture governing such notes. Adoption of the proposed amendments with respect to the Existing Notes requires the consent of the holders of at least a majority of the outstanding principal amount of the Existing Notes of that series. Holders who tender their Existing Notes will be deemed to consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their Existing Notes in the tender offer.
Provided that certain customary conditions to the tender offer, including a financing condition, have been satisfied or waived by Nexstar Broadcasting, Nexstar Broadcasting will pay for Existing Notes purchased in the tender offer, together with accrued interest, on either the first settlement date or the final settlement date, as applicable. Holders of Existing Notes that have been validly tendered and accepted by Nexstar Broadcasting by the Consent Payment Deadline will receive the Total Consideration and will be paid on the first settlement date, which is expected to be promptly after satisfaction of the financing condition and following the Consent Payment Deadline, provided that all other conditions to the offer have been satisfied or waived at such time. Holders of Existing Notes that have been validly tendered and accepted by Nexstar Broadcasting after the Consent Payment Deadline, but on or prior to the Expiration Time, will receive the Tender Consideration only, and will be paid on the final settlement date, which is expected to be promptly after the date on which the Expiration Time occurs.
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