The tender offer and consent solicitation are being made upon the terms and subject to the conditions set forth in the related Offer to Purchase and Consent Solicitation Statement dated October 24, 2012 (the “Statement”). Holders who validly tendered their Existing Notes and delivered their consents on or prior to the Consent Payment Deadline are eligible to receive the applicable Total Consideration (as defined below). A Holder’s right to validly withdraw tendered Existing Notes and validly revoke delivered consents expired on the Consent Payment Deadline.
Nexstar Broadcasting’s obligation to accept for purchase and to pay for the Existing Notes validly tendered and not validly withdrawn and consents validly delivered, and not validly revoked, pursuant to the tender offer and consent solicitation, was subject to and conditioned upon the satisfaction of or, where applicable, Nexstar Broadcasting’s waiver of, certain conditions, including a financing condition. As of November 9, 2012 these conditions have been satisfied and the Existing Notes validly tendered and not validly withdrawn as of the Consent Payment Deadline were accepted for purchase by Nexstar Broadcasting.
Holders who validly tendered (and did not validly withdraw) their Existing Notes on or prior to the Consent Payment Deadline received total consideration equal to $1,003.00 per $1,000 principal amount of the Existing Notes (the “Total Consideration”), plus any accrued and unpaid interest on the Existing Notes up to, but not including, the first settlement date. The Total Consideration includes a consent payment of $10.00 per $1,000 principal amount of the Existing Notes (the “Consent Payment”).
Holders who validly tender their Existing Notes after the Consent Payment Deadline, but on or prior to Midnight, New York City time, on November 21, 2012, unless extended or earlier terminated by Nexstar Broadcasting (the “Expiration Time”), and whose Existing Notes are accepted for payment, will receive the tender consideration equal to $993.00 per $1,000 principal amount of the Existing Notes (the “Tender Consideration”), plus any accrued and unpaid interest on the Existing Notes up to, but not including, the final settlement date. Holders of Existing Notes who tender after the Consent Payment Deadline will not receive a Consent Payment.
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