Contact: Chris Ripley, CFO
Lucy Rutishauser, SVP Corporate Finance & Treasurer
Sinclair Prices Private Offering of Senior Unsecured Notes
BALTIMORE (July 9, 2014) – Sinclair Broadcast Group, Inc. (”Sinclair” or the “Company”) (Nasdaq: SBGI) announced today that its wholly-owned subsidiary, Sinclair Television Group, Inc. (“STG”), has priced its previously announced private offering of senior unsecured notes due 2024 (the “Notes”). The aggregate principal amount of Notes in the offering was upsized from $450 million to $550 million. The Notes were priced at 100% of their par value and will bear interest at a rate of 5.625% per annum payable semi-annually on February 1 and August 1, commencing February 1, 2015.
The Company previously announced that it was seeking to raise $500 million of new incremental term B loans. As a result of the upsize in the principal amount of Notes, the Company now intends to raise only $400 million of new incremental term B loans.
The net proceeds from the private placement of Notes, together with $400 million of incremental term B loans, and a draw under our revolving credit facility and/or cash on hand, are intended to be used to fund the acquisition of the Allbritton television stations or for general corporate purposes. This private placement of Notes is conditioned on customary closing conditions and is expected to close on July 23, 2014.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any offer or sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.
The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Accordingly, the Notes are being offered and sold only (a) to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and (b) outside the United States, to non-U.S. persons in compliance with Regulation S under the Securities Act.
Sinclair Broadcast Group, Inc., the largest and one of the most diversified television broadcasting companies in the U.S., owns and operates, programs or provide sales services to 162 television stations in 78 markets, including pending transactions. Sinclair’s television group reaches approximately 38.9% (24.1% for purposes of the 39% FCC ownership cap) of U.S. television households and will be affiliated with all major networks. Sinclair owns equity interests in various non-broadcast related companies. The Company regularly uses its website as a key source of Company information which can be accessed at www.sbgi.net.
The matters discussed in this press release include forward-looking statements regarding, among other things, future operating results. When used, the words “outlook,” “intends to,” believes,” “anticipates,” “expects,” “achieves,” and similar expressions are intended to identify forward-looking statements and information. Such forward-looking information is subject to a number of risks and uncertainties. Actual results in the future could differ materially and adversely from those set forth in the forward-looking information as a result of various important factors, including and in addition to the assumptions set forth therein, but not limited to, STG’s ability to consummate the offering of the Notes and the refinancing of its bank credit facility, obtain the necessary approvals to close on the pending acquisitions, the impact of changes in national and regional economies, the volatility in the U.S. and global economies and financial credit markets which impact our ability to forecast or refinance our indebtedness as its comes due, successful execution of outsourcing agreements, pricing and demand fluctuations in local and national advertising, volatility in programming costs, the market acceptance of new programming, the CW Television and MyNetworkTV programming, our news share strategy, our local sales initiatives, the execution of retransmission consent agreements, our ability to identify and consummate investments in attractive non-television assets and to achieve anticipated returns on those investments once consummated, and any risk factors set forth in the Company’s recent reports on Form 8-K, Form 10-Q and/or Form 10-K, as filed with the Securities and Exchange Commission. There can be no assurance that the assumptions and other factors referred to will occur. The Company undertakes no obligation to update such forward-looking information in the future except as required by law.