0001193125-13-402661.txt : 20131119 0001193125-13-402661.hdr.sgml : 20131119 20131017170733 ACCESSION NUMBER: 0001193125-13-402661 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20131017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEXSTAR BROADCASTING INC CENTRAL INDEX KEY: 0001142125 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 233063155 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 909 LAKE CAROLYN PARKWAY STREET 2: SUITE 1450 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 972-373-8800 MAIL ADDRESS: STREET 1: 909 LAKE CAROLYN PARKWAY STREET 2: SUITE 1450 CITY: IRVING STATE: TX ZIP: 75039 FORMER COMPANY: FORMER CONFORMED NAME: NEXSTAR FINANCE INC DATE OF NAME CHANGE: 20010606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MISSION BROADCASTING INC CENTRAL INDEX KEY: 0001142412 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 510388022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 544 RED ROCK DRIVE CITY: WADSWORTH STATE: OH ZIP: 44281-221 BUSINESS PHONE: 3303358808 MAIL ADDRESS: STREET 1: 409 LACKAWANNA AVE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: MISSION BROADCASTING OF WICHITA FALLS INC DATE OF NAME CHANGE: 20010611 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEXSTAR BROADCASTING GROUP INC CENTRAL INDEX KEY: 0001142417 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 233083125 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 5215 N. O'CONNOR BLVD. STREET 2: SUITE 1400 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 972-373-8800 MAIL ADDRESS: STREET 1: 5215 N. O'CONNOR BLVD. STREET 2: SUITE 1400 CITY: IRVING STATE: TX ZIP: 75039 CORRESP 1 filename1.htm EXXON LETTER

CONFIDENTIAL

FOR COMMISSION USE ONLY

NEXSTAR BROADCASTING, INC.

5215 North O’Connor Boulevard

Irving, Texas 75309

 

October 17, 2013

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549

 

Re: Nexstar Broadcasting, Inc.
   Registration Statement on Form S-4, Originally Filed July 31, 2013,
   File No. 333-190283

Ladies and Gentlemen:

Nexstar Broadcasting, Inc. (the “Company”), Nexstar Broadcasting Group, Inc. (“Nexstar Broadcasting Group”) and Mission Broadcasting, Inc. (“Mission” and together with Nexstar Broadcasting Group, the “Guarantors” and the Guarantors, together with the Company, the “Registrants”) have filed with the Securities and Exchange Commission (the “Commission”) a joint Registration Statement on Form S-4 (the “Registration Statement”) in connection with the Company’s proposed offer (the “Exchange Offer”) to exchange an aggregate principal amount of up to $525,000,000 Senior Notes due 2020 (the “Old Notes”) for up to $525,000,000 Senior Notes due 2020 (the “New Notes”). The obligations of the Company under the New Notes will be guaranteed by the Guarantors. The Company is the issuer of the Senior Notes due 2020 and co-registrant on the Registration Statement.

This letter is to supplementally advise the Commission that the Registrants are registering the Company’s Exchange Offer in reliance on the Commission’s position enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) (“Exxon Capital”), Morgan Stanley & Co. Incorporated (available June 5, 1991) and Shearman & Sterling (available July 2, 1993).

The Registrants hereby represent that they and their affiliates have not entered into any arrangement or understanding with any person to distribute the New Notes to be received in the Exchange Offer and, to the best of the Registrants’ information and belief, each person participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes to be received in the Exchange Offer. In this regard, the Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any securityholder using the Exchange Offer to participate in a distribution of the securities to be

acquired in the Exchange Offer (i) could not rely on the staff position enunciated in Exxon Capital or interpretive letters to similar effect and must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”) in connection with a secondary resale transaction, and (ii) if such person is a broker-dealer who acquired Old Notes for its own account as a result of market-making activities or other trading activities and who receives New Notes pursuant to the Exchange Offer, such person may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the New Notes received in respect of such Old Notes pursuant to the Exchange Offer, which may be the prospectus for the Exchange Offer so long as it contains a plan of distribution with respect to the resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of New Notes held by the broker-dealer). The Registrants acknowledge that such a secondary resale transaction by a person participating in the Exchange Offer for the purpose of distributing the New Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

The Registrants also hereby represent that they have included in the Letter of Instructions to Broker or Bank to be executed by an exchange offeree in order to participate in the Exchange Offer the following additional provision: If the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market making activities or other trading activities, an acknowledgment that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes received in respect of such Old Notes pursuant to the Exchange Offer.

The Registrants also hereby represent that they have included in the Letter of Instructions to Broker or Bank to be executed by the exchange offeree a representation to the effect that, by accepting the Exchange Offer, the exchange offeree represents to the Registrants that it is not engaged in, and does not intend to engage in, a distribution of the New Notes.

Very truly yours,

/s/ Thomas E. Carter                                    

Thomas E. Carter

Executive Vice President and

Chief Financial Officer

Nexstar Broadcasting, Inc.

 

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CORRESP 2 filename2.htm Acceleration Letter

Nexstar Broadcasting, Inc.

5215 North O’Connor Boulevard

Suite 1400

Irving, Texas 75039

October 17, 2013

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

        Attn: Mr. Larry Spirgel

 

  Re: Nexstar Broadcasting, Inc.
     Registration Statement on Form S-4
     File Number 333-190283

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Nexstar Broadcasting, Inc. (the “Issuer”), Mission Broadcasting, Inc. (“Mission”) and Nexstar Broadcasting Group, Inc. (“Nexstar Broadcasting Group” and together with Mission, the “Guarantors”) hereby request acceleration of the effective date of their Registration Statement on Form S-4 (File No. 333-190283), as amended, to 3:00 p.m., Eastern Time, on Monday, October 21, 2013 or as soon thereafter as practicable. The Issuer and the Guarantors hereby acknowledge their responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the above-referenced Registration Statement. In addition, the Issuer and the Guarantors acknowledge that:

 

  •  

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 

  •  

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Issuer or the Guarantors from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

  •  

the Issuer and the Guarantors may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Jason K. Zachary of Kirkland & Ellis LLP, special counsel to the Issuer, at (212) 446-4844, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,
Nexstar Broadcasting, Inc.
By:  

/s/ Thomas E. Carter

Name:   Thomas E. Carter
Title:   Executive Vice President and
  Chief Financial Officer
Sincerely,
Mission Broadcasting, Inc.
By:  

/s/ Dennis Thatcher

Name:   Dennis Thatcher
Title:   President and Treasurer
Sincerely,
Nexstar Broadcasting Group, Inc.
By:  

/s/ Thomas E. Carter

Name:   Thomas E. Carter
Title:   Executive Vice President and
  Chief Financial Officer

 

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