Diamond Sports Announces New Board of Managers

BALTIMORE – Diamond Sports Group, LLC (“DSG,” “Diamond,” or the “Company”), a subsidiary of Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) (“Sinclair”), announced the appointment of a new slate of directors to oversee DSG in conjunction with the recent closing of a new $635 million facility to enable DSG to expand and strengthen its operational platform including emerging opportunities in the direct-to-consumer (“DTC”) sports streaming space.

The new Board will consist of seasoned executives from the worlds of sports, media, streaming and related industries. Chris Ripley, the Chief Executive Officer of Sinclair, will serve on the board and lead Sinclair’s efforts in enhancing the prospects for DSG. The incoming chairman, Randy Freer, a Harvard Advanced Leadership Fellow, is the former CEO of Hulu and previously was President and COO of Fox Networks Group and long-time co-President of Fox Sports Media. Freer will bring to bear his decades of experience in sports media and, more recently, developing a leading streaming business, to assist DSG in its transition to a premier player in sports streaming. David Preschlack, most recently President of NBC Sports Regional Networks, has more than 20 years of experience at NBC, Disney, and ESPN in the sports marketing arena and possesses deep knowledge of the challenges and opportunities facing regional sports networks, and has familiarity with sports gaming industry developments. Maryann Turcke, a senior adviser to NFL Commissioner Roger Goodell, and formerly the Chief Operating Officer of the National Football League, a senior executive for Bell Media and a member of the boards of Royal Bank of Canada and Frontier Communications, will bring her substantial experience at the intersection of media, sports, and telecom to help DSG capitalize on its plans. Bob Whitsitt, previously a Senior Executive in both the NBA and the NFL, has over 30 years of experience in multiple sports industries and business operations, as well as deep relations with team leagues and owners.

The new five-member Board became effective May 1, 2022, at which time they replaced the existing three-member Board consisting of David Dunn, Jason Pappas, and Steve Rosenberg, and will help direct DSG’s efforts in launching its recently announced direct to consumer streaming business and oversee the existing linear broadcasting business. Outgoing chairman, David Dunn, will serve as a special adviser to the board for a period of time to ensure a smooth transition in responsibilities.

Chris Ripley commented, “I am excited to announce this team of highly qualified and talented leaders, with diverse backgrounds and long histories of excellence in sports, media, direct-to-consumer, and technology. The relationships they bring with DSG’s sports team and league counterparties, as well as distributors and advertisers, should add immeasurably to DSG’s prospects. Their collective expertise will be invaluable to the successful execution of Diamond’s strategy in the years to come, as it seeks to revolutionize the way sports fans consume and interact with local sports content. I would also like to thank our outgoing board members for their service and guidance to get Diamond to this next chapter.”

Ripley continued, “In the past couple of months, we have successfully closed on Diamond’s new financing to fully fund our business plan and successfully renewed programming with one of our largest distributors. With these open items behind us and with this impressive slate of independent directors, we are excited to focus on the continued enhancement and evolution of our distribution channels for this unique content offering. With the start of the full Major League Baseball season, our Bally Sports RSNs opened to strong TV audiences with household viewing impressions up versus the same period last year. This should bode well for the DTC soft launch of five RSNS with MLB teams later this quarter and then a full DTC launch this September. While the DTC pricing will be announced closer to going live, it is anticipated to have an attractive price point as compared to other similar professional sports DTC offerings.”

Freer commented, “I and my fellow directors look forward to the challenge of helping DSG and Sinclair move forward to realize the potential of DSG’s Bally Sports Networks. DSG is focused on creating a fan, team and league-friendly modern direct-to-consumer platform with capabilities that offers significant promise for the future growth of local sports communities, fans, and consumer engagement on all levels.”

Randy Freer currently serves as Chief Executive Officer of The Freer Company, while also serving as Senior Advisor to McKinsey & Company. He previously was Chief Executive Officer at Hulu until 2020 and prior to that, spent 20 years with Fox Corporation. He was Co-President and Co-Chief Operating Officer at Fox Sports Media Group, as well as President and Chief Operating Officer at Fox Networks Group. He began his career with Turner Broadcasting System in various roles of increasing responsibility and scale, followed by three years at an animation syndication firm, Active Entertainment. Freer received his Bachelor’s from St. Joseph’s College, studying Business and History.

David Preschlack most recently served as President of NBC Sports Regional Networks and NBC Sports Group Platform and Content Strategy. In this role, he oversaw nine big-market regional sports networks and managed relationships with major professional sports leagues. Before his tenure with NBC Sports, he had a twenty-year career with Disney and ESPN, where in his last role he was Executive Vice President of Affiliate Sales and Marketing. Preschlack received his Bachelor’s degree from Denison University in Economics.

Maryann Turcke currently serves on various boards and as strategic advisor to global organizations. She had an illustrious career with Bell Media followed by four years with the NFL. She served as the Chief Operating Officer with the NFL and, before that, led NFL Media from its LA headquarters. Turcke received her Bachelor’s, as well as her MBA, from Queen’s University, and her Master’s from University of Toronto. She has been named one of AdWeek’s top 50 women in Sports and was also named Woman of the Year by Women in Communications and Technology.

Bob Whitsitt has over 30 years of experience in the sports industry, including as a Senior Executive in both the NBA and the NFL, covering business operations and player personnel. He previously served as President and General Manager of the Portland Trailblazers, as well as the Alternate Governor in representing the franchise at NBA owners’ meetings for nine years and Seattle Supersonics for eight seasons. During his nine-year tenure as the NFL’s Seattle Seahawks President, he negotiated Paul Allen’s acquisition of the franchise and served as his representative at league owners’ meetings. He has also served as President of Seahawks’ stadium, Trailblazers’ arena, Rose City Radio, Action Sports Media, and the WNBA Portland Fire. He was the Chief Sports Advisor for Wildcat Capital Management assisting in its efforts to construct a new arena in Seattle and its launch of the Seattle Kraken NHL expansion franchise. Whitsitt is an attorney, licensed to practice law in the State of Washington.

Chris Ripley has served as President & Chief Executive Officer of Sinclair Broadcast Group since January 2017. From April 2014 to January 2017, he served as Chief Financial Officer. Prior to Sinclair, Mr. Ripley was a managing director at UBS Investment Bank’s Global Media Group and served as head of the Los Angeles office where he managed, advised, and structured various financings and merger and acquisition transactions in the broadcast and entertainment sectors. Prior to UBS, Mr. Ripley was a principal in Prime Ventures and an analyst at Donaldson Lufkin & Jenrette. Mr. Ripley graduated from the University of Western Ontario, Richard Ivey School of Business, with a Bachelor of Arts in Honors Business Administration. Mr. Ripley serves as a Director of Curio Wellness.

About Diamond Sports Group

Diamond Sports Group LLC, a subsidiary of Sinclair Broadcast Group, Inc., owns the Bally Sports Regional Sports Networks (RSNs), the nation’s leading provider of local sports. Its 19 owned-and-operated RSNs include Bally Sports Arizona, Bally Sports Detroit, Bally Sports Florida, Bally Sports Great Lakes, Bally Sports Indiana, Bally Sports Kansas City, Bally Sports Midwest, Bally Sports New Orleans, Bally Sports North, Bally Sports Ohio, Bally Sports Oklahoma, Bally Sports San Diego, Bally Sports SoCal, Bally Sports South, Bally Sports Southeast, Bally Sports Southwest, Bally Sports Sun, Bally Sports West, and Bally Sports Wisconsin. The Bally Sports RSNs serve as the TV home to more than half of all MLB, NHL and NBA teams based in the United States. Diamond Sports Group also has a joint venture in Marquee, the home of the Chicago Cubs, and a minority interest in the YES Network, the local destination for the New York Yankees and Brooklyn Nets. Diamond RSNs produce approximately 5,000 live local professional telecasts each year in addition to a wide variety of locally produced sports events and programs each year.

About Sinclair Broadcast Group, Inc.

Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) is a diversified media company and a leading provider of local sports and news. The Company owns and/or operates 21 regional sports network brands; owns, operates and/or provides services to 185 television stations in 86 markets, owns multiple national networks including Tennis Channel and Stadium; and has TV stations affiliated with all the major broadcast networks. Sinclair’s content is delivered via multiple platforms, including over-the-air, multi-channel video program distributors, and digital and streaming platforms NewsOn and STIRR. The Company regularly uses its website as a key source of Company information which can be accessed at www.sbgi.net.

Media Contact:
Michael Padovano
[email protected]

Read More

Diamond Sports Group Completes Liquidity Enhancing Transaction

BALTIMORE – Diamond Sports Group, LLC (“DSG” or the “Company”), a wholly-owned subsidiary of Sinclair Broadcast Group, Inc. (NASDAQ: SBGI) (“Sinclair”), today announced that it has completed a series of transactions (the “Transaction”), which are expected to provide the Company with approximately $1.0 billion of liquidity enhancement over the next five years and enable the Company to strengthen its balance sheet and better position itself for long-term growth.

“The Transaction demonstrates the support of both our creditors and Sinclair in positioning Diamond for success for the long term,” said Chris Ripley, Sinclair’s President and Chief Executive Officer. “The additional liquidity gained by this incremental financing, as well as recent digital rights renewals with the NHL and NBA, enables us to proceed with our plans to launch Diamond’s direct-to-consumer offering, which is important to its future state. The platform will offer a more personalized and interactive viewing experience that we believe will appeal to a wider audience and better engage viewers while offering additional revenue streams for Diamond, driving growth in the business in the years ahead.”

The Transaction included the following:

  • First Lien Term Loan: $635 million of a newly funded first-priority lien term loan (the “First Lien Term Loan”) pursuant to a new first-priority lien credit agreement (the “First Lien Credit Agreement”), ranking first in lien priority on shared collateral ahead of (i) new second lien credit facilities issued in exchange for existing loans and/or commitments under the Company’s existing credit agreement (the “Existing Credit Agreement”), each of which rank second in lien priority on shared collateral, (ii) the Company’s 5.375% Senior Second Lien Secured Notes due 2026 (the “Exchange Second Lien Secured Notes”) issued in exchange for the Company’s existing 5.375% Senior Secured Notes due 2026 (the “Existing Secured Notes”) tendered by the early tender time in an exchange offer, each of which rank second in lien priority on shared collateral and (iii) loans and/or commitments under the Existing Credit Agreement and Existing Secured Notes that did not participate in or consent to the Transaction, each of which rank third in lien priority on shared collateral.
  • First and Second Lien Credit Facilities and Exchange Second Lien Secured Notes: All lenders under the Existing Credit Agreement that participated in the applicable Transaction and all holders of Existing Secured Notes that participated in an exchange offer exchanged their applicable existing debt holdings for:
    • In the case of existing term loans under the Existing Credit Agreement, new second-priority lien term loans (the “Second Lien Term Loan”), with the same or substantially the same maturity, pricing and other economic terms as the existing term loans under the Existing Credit Agreement, but with more restrictive covenants and other terms substantially consistent with the First Lien Term Loan, at an exchange rate of $100 of Second Lien Term Loans for each $100 of existing term loans under the Existing Credit Agreement.
    • In the case of the Company’s existing revolving credit facility, a new second-priority lien revolving credit facility (the “Second Lien Revolving Credit Facility”, together with the Second Lien Term Loan, the “Second Lien Credit Facilities,” and together with the First Lien Term Loan, the “First and Second Lien Credit Facilities”) with more restrictive covenants and other terms as compared with the Company’s existing revolving credit facility, which terms are substantially consistent with the Second Lien Term Loan other than an extended term to May 2026, and were exchanged into the Second Lien Revolving Credit Facility for a principal amount equal to 35.0% of such lender’s total revolving commitments existing under the Company’s existing revolving credit facility. The Second Lien Credit Facilities were issued pursuant to a new second-priority lien credit agreement (the “Second Lien Credit Agreement,” and together with the First Lien Credit Agreement, the “First and Second Lien Credit Agreements”). The First and Second Lien Credit Agreements and the Existing Credit Agreement are collectively referred to as the “Credit Agreements”.
    • In the case of the Existing Secured Notes, the Exchange Second Lien Secured Notes, with the same or substantially the same maturity, pricing and other economic terms as the Existing Secured Notes, but having a second-priority lien and with more restrictive covenants and other terms substantially consistent with the First Lien Term Loan, at an exchange rate of $1,000 of Exchange Second Lien Secured Notes for each $1,000 of Existing Secured Notes validly tendered and accepted as of the early tender time under the exchange offer.
  • Non-Participating Lenders under the Existing Credit Agreement and Existing Secured Notes: All loans under the Existing Credit Agreement that did not participate in the Transaction and all Existing Secured Notes that did not participate in an exchange offer rank third in lien priority on shared collateral behind each of the First and Second Lien Credit Facilities and the Exchange Second Lien Secured Notes, and certain of the covenants, events of default and related definitions in the Existing Credit Agreement and the indenture governing the Existing Secured Notes were eliminated in a manner customary for covenant strips as part of exit consents for transactions of this type.
  • Satisfaction, Discharge and Redemption of the Company’s 12.750% Senior Secured Notes due 2026 (the “12.750% Secured Notes”). The Company satisfied and discharged the indenture governing the 12.750% Secured Notes, and is expected to redeem the 12.750% Secured Notes tomorrow, March 2, 2022. The redemption price is equal to the sum of 100% of the principal amount of the 12.750% Secured Notes outstanding plus the Applicable Premium (as defined in the indenture governing the 12.750% Secured Notes), together with accrued and unpaid interest on the principal amount being redeemed up to, but not including, March 2, 2022.

As a result of, and immediately following, the Transaction, the Company had $635 million outstanding under the First Lien Term Loan, approximately $3,036 million of Exchange Second Lien Notes outstanding, approximately $14 million of Existing Secured Notes outstanding, approximately $3,449 million outstanding under the Second Lien Term Loan, and approximately $4 million outstanding under the existing term loans under the Existing Credit Agreement. In addition, the Company had $227.5 million of availability under the Second Lien Revolving Credit Facility.

Wilmer Cutler Pickering Hale and Dorr LLP served as legal advisor to DSG, Pillsbury Winthrop Shaw Pittman LLP served as special finance counsel to DSG, and Moelis & Company LLC served as financial advisor to DSG. Gibson, Dunn & Crutcher LLP served as legal advisor to an ad hoc group of lenders or holders of First Lien Term Loans, Second Lien Term Loans and Exchange Second Lien Notes, and Evercore is serving as financial advisor.

Forward-Looking Statements:

The matters discussed in this news release include forward-looking statements regarding, among other things, future operating results. When used in this news release, the words “outlook,” “intends to,” “believes,” “anticipates,” “expects,” “achieves,” “estimates,” and similar expressions are intended to identify forward-looking statements. Such statements are subject to a number of risks and uncertainties. Actual results in the future could differ materially and adversely from those described in the forward-looking statements as a result of various important factors, including and in addition to the assumptions set forth therein, but not limited to, the potential impacts of the COVID-19 pandemic (including the postponement and potential cancellation of MLB, NBA and NHL games) on our business operations, financial results and financial position and on the world economy, our ability to generate cash to service our substantial indebtedness, the successful execution of our direct-to-consumer strategy, the successful execution of distributor affiliation agreements and related renewals, the effects of “blackouts” of our services by distributors, the successful execution of media rights agreements with professional sports teams, the impact of OTT and other emerging technologies and their potential impact on cord-cutting, the impact of distributors and other OTT providers offering “skinny” programming bundles that may not include all programming of our networks, and the risks and uncertainties discussed in the reports that Sinclair has filed with the Securities and Exchange Commission (the “SEC”), and any risk factors set forth in Sinclair’s recent reports on Form 10-Q and/or Form 10-K, as filed with the SEC. There can be no assurances that the assumptions and other factors referred to in this release will occur. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements except as required by law.

About Sinclair Broadcast Group, Inc.

Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) is a diversified media company and a leading provider of local sports and news. Sinclair owns and/or operates 21 regional sports network brands; owns, operates and/or provides services to 185 television stations in 86 markets; owns multiple national networks including Tennis Channel and Stadium; and has TV stations affiliated with all the major broadcast networks. Sinclair’s content is delivered via multiple platforms, including over-the-air, multi-channel video program distributors, and digital and streaming platforms NewsOn and STIRR. Sinclair regularly uses its website as a key source of Sinclair information which can be accessed at www.sbgi.net.

About Diamond Sports Group

Diamond Sports Group LLC, a subsidiary of Sinclair Broadcast Group, Inc., owns the Bally Sports Regional Sports Networks (RSNs), the nation’s leading provider of local sports. Its 19 owned-and-operated RSNs include Bally Sports Arizona, Bally Sports Detroit, Bally Sports Florida, Bally Sports Great Lakes, Bally Sports Indiana, Bally Sports Kansas City, Bally Sports Midwest, Bally Sports New Orleans, Bally Sports North, Bally Sports Ohio, Bally Sports Oklahoma, Bally Sports San Diego, Bally Sports SoCal, Bally Sports South, Bally Sports Southeast, Bally Sports Southwest, Bally Sports Sun, Bally Sports West and Bally Sports Wisconsin. The Bally Sports RSNs serve as the TV home to more than half of all MLB, NHL and NBA teams based in the United States and produce over 4,500 live local professional telecasts each year in addition to a wide variety of locally produced sports events and programs. Diamond Sports Group also has a joint venture in Marquee, the home of the Chicago Cubs, and a minority interest in the YES Network, the local destination for the New York Yankees and Brooklyn Nets.

Investor Contacts:
Steve Zenker, VP, Investor Relations
Billie-Jo McIntire, Director, Investor Relations
(410) 568-1500

Media Contact:
[email protected]

Read More

Sinclair Announces Any and All Private Debt Exchange Offer and Consent Solicitation of 5.375% Secured Notes of Diamond Sports Group

BALTIMORE – Sinclair Broadcast Group, Inc. (“Sinclair” or the “Company”) (Nasdaq: SBGI) today announced its indirect subsidiaries, Diamond Sports Group, LLC (“Diamond Sports Group”) and Diamond Sports Finance Company (the “Co-Issuer,” and together with Diamond Sports Group, the “Issuers”) have commenced a private exchange offer (the “Exchange Offer”) to Eligible Holders (as defined below) of 5.375% Senior Secured Second Lien Notes due 2026 (CUSIP / ISIN 25277LAF3 / US25277LAF31; U2527JAD7 / USU2527JAD73; 25277L AG1 / US25277LAG14) (the “Exchange Second Lien Secured Notes”) for any and all of the Issuers’ outstanding 5.375% Senior Secured Notes due 2026 (CUSIP / ISIN 25277LAA4 / US25277LAA44; U2527JAA3 / USU2527JAA35) (the “Existing Secured Notes”), on the terms and subject to the conditions set forth in a Confidential Offering Memorandum, Offer to Exchange and Consent Solicitation Statement, dated as of February 14, 2022 (the “Offer Documents”).

Concurrently with the Exchange Offer, the Issuers are soliciting consents (the “Consent Solicitation”) from Eligible Holders of the Existing Secured Notes to amend (the “Proposed Secured Notes Amendments”) the indenture governing the Existing Secured Notes (the “Secured Notes Indenture”). The Proposed Secured Notes Amendments would, among other things, (a) eliminate most of the restrictive covenants and certain of the events of default contained in the Secured Notes Indenture, (b) expressly permit us to consummate certain financing transactions, including (i) Diamond Sports Group’s incurrence of a new $635 million term loan on a first-priority lien basis, (ii) the Issuers’ incurrence of the Exchange Second Lien Secured Notes that are issued and delivered in exchange for the Existing Secured Notes tendered in the Exchange Offer and (iii) Diamond Sports Group’s incurrence of new second-priority lien term loan and revolving credit facilities in exchange for its existing term loans and existing revolving credit facility, (c) provide for the subordination of the lien priority of the liens securing the obligations under the Existing Secured Notes that remain outstanding following completion of the Exchange Offer and Consent Solicitation to the liens securing the new $635 million first-priority lien term loan, the new second-priority lien term loan and revolving credit facilities and the Exchange Second Lien Secured Notes (including refinancings of all such first priority and second priority indebtedness), as well as future second lien secured indebtedness, pursuant to the terms of a new first/second/third lien intercreditor agreement, and (d) provide for collateral sharing on a pari passu third lien basis with the existing term loans and existing revolving credit facility commitments which have not been exchanged for new second-priority lien term loan and revolving credit facilities as described above, as well as with future secured indebtedness incurred on a third-lien basis, pursuant to the terms of a new third lien pari passu intercreditor agreement that will replace the existing first lien intercreditor agreement in effect with respect to the Existing Secured Notes. The Issuers must receive consents from holders of two-thirds (66 2/3%) in aggregate principal amount of outstanding Existing Secured Notes not owned by the Issuers or any of their affiliates to adopt the Proposed Secured Notes Amendments (the “Requisite Notes Consents”). Eligible Holders who validly tender their Existing Secured Notes will be deemed to consent to the Proposed Secured Notes Amendments, and holders may not deliver consents to the Proposed Secured Notes Amendments without validly tendering their Existing Secured Notes in the Exchange Offer.

The Exchange Offer and Consent Solicitation, including the Issuers’ acceptance of validly tendered Existing Secured Notes and payment of the applicable consideration, is conditioned on the satisfaction or waiver of certain conditions, including, but not limited to, receipt of the Requisite Notes Consents, Diamond Sports Group obtaining no less than $635 million aggregate principal amount under the new first-priority lien term loan, and obtaining consent by lenders holding at least a majority of the aggregate principal amount of its outstanding loans and commitments under its the existing term loans and existing revolving credit facility (the “Requisite Loan Consents”), as described in the Offer Documents. The Issuers may terminate, withdraw, amend or extend the Exchange Offer and/or Consent Solicitation in their sole discretion.

As of the date hereof, the Issuers believe the lenders party to the previously announced transaction support agreement represent greater than the Requisite Loan Consents and the Issuers believe the noteholders party to the transaction support agreement represent greater than the Requisite Notes Consents. By executing the transaction support agreement, the lenders and noteholders party thereto agreed, among other things, to use commercially reasonable efforts to support and take all commercially reasonable actions necessary or reasonably requested by the Issuers to facilitate the consummation of the financing transactions described therein, including the Exchange Offer and Consent Solicitation.

The following table sets forth the consideration offered in the Exchange Offer and Consent Solicitation:

Consideration per $1,000 Principal Amount of Existing Secured Notes
Tendered

CUSIP/ISIN

Outstanding Principal
Amount of Existing
Secured Notes

Total Consideration if Tendered at or
prior to the Early Tender Time

Exchange Consideration if
Tendered after the Early Tender
Time

25277LAA4 /
US25277LAA44;
U2527JAA3 /
USU2527JAA35

$3,050,000,000

$1,000 in aggregate principal amount of
Exchange Second Lien Secured Notes

$990 in aggregate principal amount of
Exchange Second Lien Secured Notes

The Exchange Offer will expire at 11:59 p.m., New York City time, on March 14, 2022, unless extended or earlier terminated (the “Expiration Time”) by the Issuers. Eligible Holders that validly tender their Existing Secured Notes and deliver consents prior to 5:00 p.m., New York City time, on February 28, 2022 (the “Early Tender Time”), and do not validly withdraw their Existing Secured Notes prior to 5:00 p.m., New York City time, on February 28, 2022 (the “Withdrawal Deadline”) will receive the total consideration set out in the applicable column in the table above. Holders that validly tender their Existing Secured Notes after the Early Tender Time and on or before the Expiration Time will receive the exchange consideration set out in the applicable column in the table above. Validly tendered Existing Secured Notes may not be withdrawn and consents may not be revoked after the Withdrawal Deadline, subject to limited exceptions.

The Issuers will settle all exchanges promptly after the Early Tender Time (the “Early Settlement Date”) and/or Expiration Time (the “Final Settlement Date”). The Early Settlement Date is expected to occur on March 1, 2022, one business day following the Early Tender Time, assuming the conditions to the Exchange Offer and Consent Solicitation have either been satisfied or waived by the Issuers at or prior to the Expiration Time. The Final Settlement Date is expected to occur on March 16, 2022, two business days following the Expiration Time, assuming the conditions to the Exchange Offer and Consent Solicitation have either been satisfied or waived by the Issuers at or prior to the Expiration Time.

Each Exchange Second Lien Secured Note issued in exchange for an Existing Secured Note will have an interest rate and maturity date that are the same as the current interest rate and maturity date of such tendered Existing Secured Note, as well as the same interest payment dates and optional redemption terms. No accrued and unpaid interest will be paid on the Existing Secured Notes in connection with the Exchange Offer. Holders of Existing Secured Notes that are accepted for exchange will be deemed to have waived the right to receive any payment from the Issuers for interest accrued from the date of the last interest payment date for their Existing Secured Notes. However, the first interest payment for the Exchange Second Lien Secured Notes issued in the exchange will include interest from the most recent interest payment date for such corresponding tendered Existing Secured Note on the principal amount of such Exchange Second Lien Secured Notes. Consequently, if an Eligible Holder tenders Existing Secured Notes before the Early Tender Time, the Eligible Holder will receive the same amount of accrued interest that the Eligible Holder would have received had the Eligible Holder not exchanged Existing Secured Notes in the Exchange Offer. However, if an Eligible Holder tenders Existing Secured Notes after the Early Tender Time and they are accepted for exchange, interest will accrue only on the aggregate principal amount of Exchange Second Lien Secured Notes received by the Eligible Holder, which means the Eligible Holder will receive a lower aggregate interest payment on the Eligible Holder’s Exchange Second Lien Secured Notes than the aggregate amount of interest the Eligible Holder would have received on the Eligible Holder’s applicable Existing Secured Notes had the Eligible Holder not tendered them for exchange.

The Issuers’ obligations under the Exchange Second Lien Secured Notes will be jointly and severally guaranteed by Diamond Sports Intermediate Holdings LLC (“Holdings”), the Issuers’ direct parent, and certain wholly-owned subsidiaries of Holdings. The Exchange Second Lien Secured Notes are not guaranteed by Sinclair, Sinclair Television Group, Inc. (“STG”), or any of STG’s subsidiaries.

The Exchange Offer is being made, and the Exchange Second Lien Secured Notes are being offered and issued, only to holders of Existing Secured Notes who are reasonably believed to be (i) “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), (ii) not U.S. persons (as defined in Regulation S under the Securities Act) or purchasing for the account or benefit of U.S. persons, other than a distributor, and are purchasing the Exchange Second Lien Secured Notes in an offshore transaction in accordance with Regulation S, or (iii) institutional “accredited investors” as such term is defined in Rule 501(a) of the Securities Act. The holders of Existing Secured Notes who are eligible to participate in the Exchange Offer pursuant to the foregoing conditions are referred to as “Eligible Holders.” Only Eligible Holders are authorized to receive or review the Offering Documents or to participate in the Exchange Offer and Consent Solicitation.

The Offer Documents will be distributed only to holders of Existing Secured Notes that complete and return a letter of eligibility confirming that they are Eligible Holders. Copies of the eligibility letter are available to holders through the information and exchange agent for the Exchange Offer, Ipreo LLC, at (888) 593-9546 (U.S. toll-free) or (212) 849-3880 (Banks and Brokers) or [email protected].

The Exchange Offer and Consent Solicitation is made only by, and pursuant to the terms of, the Offer Documents, and the information in this news release is qualified by reference thereto.

This press release shall not constitute an offer to sell or the solicitation of an offer to exchange or purchase the Exchange Second Lien Secured Notes or any other securities, nor shall there be any offer or exchange of the Exchange Second Lien Secured Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. In addition, this press release is neither an offer to exchange or purchase nor a solicitation of an offer to sell any Existing Secured Notes in the Exchange Offer or a solicitation of consents to the Proposed Secured Notes Amendments.

The Exchange Second Lien Secured Notes have not been and will not be registered under 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 Exchange Second Lien Secured Notes are being offered for exchange only to persons reasonably believed to be (i) “qualified institutional buyers” (as defined in Rule 144A under the Securities Act, (ii) not U.S. persons (as defined in Regulation S under the Securities Act) or purchasing for the account or benefit of U.S. persons, other than a distributor, and are purchasing the Exchange Second Lien Secured Notes in an offshore transaction in accordance with Regulation S, or (iii) institutional “accredited investors” as such term is defined in Rule 501(a) of the Securities Act.

Forward-Looking Statements:

The matters discussed in this news release include forward-looking statements regarding, among other things, future events and actions. When used in this news release, the words “outlook,” “intends to,” “believes,” “anticipates,” “expects,” “achieves,” “estimates,” and similar expressions are intended to identify forward-looking statements. Such statements are subject to a number of risks and uncertainties. Actual results in the future could differ materially and adversely from those described in the forward-looking statements as a result of various important factors, including and in addition to the assumptions set forth therein, but not limited to: the potential impacts of the novel coronavirus (“COVID-19”) pandemic on our business operations, financial results and financial position and on the world economy, including the significant disruption to the operations of the professional sports leagues, the need to provide rebates to our distributors related to canceled professional sporting events, and loss of advertising revenue due to postponement or cancellation of professional sporting events, and reduced consumer spending as a result of shelter in place and stay at home orders; our ability to generate cash to service our substantial indebtedness, successful execution of outsourcing agreements; the successful execution of retransmission consent agreements; the successful execution of network affiliation and distributor agreements; the successful execution of media rights agreements with professional sports teams; the impact of over-the-top and other emerging technologies and their potential impact on cord-cutting; the impact of distributors offering “skinny” programming bundles that may not include all programming of our networks; pricing and demand fluctuations in local and national advertising; the successful implementation and consumer adoption of our sports direct to consumer platform; volatility in programming costs; the market acceptance of new programming; our ability to identify and consummate acquisitions and investments, to manage increased leverage resulting from acquisitions and investments, and to achieve anticipated returns on those investments once consummated; the impact of pending and future litigation claims against the Company; the ongoing assessment of the October cybersecurity event, material legal, financial and reputational risks resulting from a breach of the Company’s information systems, and operational disruptions due to the cybersecurity event; the impact of Federal Communications Commission and other regulatory proceedings against the Company; uncertainties associated with potential changes in the regulatory environment affecting our business and growth strategy; and any risk factors set forth in Sinclair’s recent reports on Form 10-Q and/or Form 10-K, as filed with the Securities and Exchange Commission. There can be no assurances that the assumptions and other factors referred to in this release will occur. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements except as required by law.

Investor Contacts:
Steve Zenker, VP, Investor Relations
Billie-Jo McIntire, Director, Investor Relations
(410) 568-1500

Media Contact:
[email protected]

Read More

Sinclair Announces Assumption of Lender Obligations Under, and Amendments to, Diamond Sports Accounts Receivable Securitization Facility

BALTIMORE – Sinclair Broadcast Group, Inc. (NASDAQ: SBGI), (the “Company”) today announced that it has purchased and assumed the lenders’ and the administrative agent’s rights and obligations under the existing accounts receivable securitization facility (the “A/R Facility”) of its and Diamond Sports Group, LLC’s (“DSG”) indirect subsidiary, Diamond Sports Finance SPV, LLC (“Diamond SPV”). The Company purchased the lenders’ outstanding loans and commitments under the A/R Facility by making a payment to the lenders as consideration for the purchase of the lenders’ respective rights and obligations under the A/R Facility equal to approximately $184.4 million, representing 101% of the aggregate outstanding principal amount of the loans under the A/R Facility, plus any accrued interest and outstanding fees and expenses.

In connection therewith, the Company and Diamond SPV entered into an omnibus amendment to the A/R Facility to provide greater flexibility to DSG, including, among other things, (i) increasing the maximum facility limit availability from up to $250 million to up to $400 million; (ii) eliminating the early amortization event related to DSG’s EBITDA less interest expense covenant; (iii) extending the stated maturity date by one year from September 23, 2023 to September 23, 2024; and (iv) relaxing certain concentration limits thereby increasing the amounts of certain accounts receivable eligible to be sold. The other material terms of the A/R Facility remain unchanged.

“We believe our decision to have the Company assume the lender obligations under the A/R Facility demonstrates our sensible long-term support of DSG,” said Chris Ripley, the Company’s Chief Executive Officer. Ripley continued, “The amendment will provide DSG with additional flexibility to manage its liquidity. At the same time, we believe the structure of the facility results in a low risk, high quality investment for the Company.”

Forward-Looking Statements:

The matters discussed in this news release include forward-looking statements regarding, among other things, future operating results. When used in this news release, the words “outlook,” “intends to,” “believes,” “anticipates,” “expects,” “achieves,” “estimates,” and similar expressions are intended to identify forward-looking statements. Such statements are subject to a number of risks and uncertainties. Actual results in the future could differ materially and adversely from those described in the forward-looking statements as a result of various important factors, including and in addition to the assumptions set forth therein, but not limited to, the ability of the originators of the accounts receivable sold to Diamond SPV under the A/R Facility to collect the amounts due from their obligors to allow Diamond SPV to repay borrowings under the A/R Facility, fluctuations in the value of the collateral, and any risk factors set forth in the Company’s recent reports on Form 10-Q and/or Form 10-K, as filed with the Securities and Exchange Commission. There can be no assurances that the assumptions and other factors referred to in this release will occur. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements except as required by law.

About Sinclair Broadcast Group

Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) is a diversified media company and a leading provider of local sports and news. The Company owns and/or operates 21 regional sports network brands; owns, operates and/or provides services to 185 television stations in 86 markets, owns multiple national networks including Tennis Channel and Stadium; and has TV stations affiliated with all the major broadcast networks. Sinclair’s content is delivered via multiple platforms, including over-the-air, multi-channel video program distributors, and digital and streaming platforms NewsOn and STIRR. The Company regularly uses its website as a key source of Company information which can be accessed at www.sbgi.net.

Investor Contacts:
Steve Zenker, VP, Investor Relations
Billie-Jo McIntire, Director, Investor Relations
(410) 568-1500

Media Contact:
[email protected]

Read More

Sinclair Announces Closing of Private Debt Exchange Offer of Diamond Sports Group

BALTIMORE, June 11, 2020 — Sinclair Broadcast Group, Inc. (“Sinclair” or the “Company”) (Nasdaq: SBGI) today announced that on June 10, 2020, the Company’s indirect subsidiaries, Diamond Sports Group, LLC and Diamond Sports Finance Company (together, the “Issuers”), completed their previously announced private offer to exchange (the “Exchange Offer”) any and all of the Issuers’ outstanding 6.625% Senior Notes due 2027 (the “Senior Notes”) (CUSIP/ISIN 25277LAC0 /US25277LAC00; U2527JAB1 / USU2527JAB18) for a cash payment and newly issued 12.750% Senior Secured Notes due 2026 (the “New Secured Notes”) (CUSIP/ISIN 25277LAE6 / US25277LAE65; U2527JAC9 / USU2527JAC90). The Exchange Offer and Consent Solicitation (as defined below) were conducted on the terms and subject to the conditions set forth in the Confidential Offering Memorandum, Offer to Exchange and Consent Solicitation Statement, dated as of May 12, 2020 (as supplemented by Supplement No. 1, dated as of May 29, 2020, the “Offering Memorandum” and, together with the accompanying letter of transmittal, the “Offer Documents”).

The Exchange Offer and the Consent Solicitation expired at 12:00 midnight on June 9, 2020 (the “Expiration Time”). In the Exchange Offer, the Company accepted for exchange all of the approximately $66 million aggregate principal amount of the Senior Notes (or approximately 3.62%) that were validly tendered and not properly withdrawn in the Exchange Offer. Following settlement of the Exchange Offer, approximately $1.753 billion aggregate principal amount of Senior Notes remained outstanding. The Company (i) issued approximately $31 million aggregate principal amount of New Secured Notes and (ii) made cash payments totaling approximately $10 million (including accrued but unpaid interest) in exchange for the validly tendered and not properly withdrawn Senior Notes. As of the Expiration Time, the consents delivered in the concurrent consent solicitation (the “Consent Solicitation”) did not meet the amount required under the indenture governing the Senior Notes (the “Senior Notes Indenture”) to approve the proposed amendments to the Senior Notes Indenture.

Only holders of Senior Notes who duly completed and submitted an eligibility letter were authorized to receive the Offering Documents and participate in the Exchange Offer and Consent Solicitation (“Eligible Holders”). The eligibility letters included certifications that the holders of the Senior Notes were either (i) “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or (ii) not U.S. persons (as defined in Regulation S under the Securities Act) or purchasing for the account or benefit of U.S. persons, other than a distributor, and were purchasing the New Secured Notes in an offshore transaction in accordance with Regulation S.

The Senior Notes and the New Secured Notes have not been and will not be registered under the Securities Act or any state securities laws. Therefore, neither the Senior Notes nor the New Secured Notes may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to exchange or purchase the New Secured Notes or any other securities. In addition, this press release is neither an offer to purchase nor a solicitation of an offer to sell any Senior Notes. The Exchange Offer and the Consent Solicitation were only made pursuant to the Offering Documents and were only made to Eligible Holders. The Exchange Offer was not made to holders of Senior Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. The New Secured Notes were not approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the Offering Documents.

Forward-Looking Statements:

The matters discussed in this news release include forward-looking statements regarding, among other things, future events and actions. When used in this news release, the words “outlook,” “intends to,” “believes,” “anticipates,” “expects,” “achieves,” “estimates,” and similar expressions are intended to identify forward-looking statements. Such statements are subject to a number of risks and uncertainties. Actual results in the future could differ materially and adversely from those described in the forward-looking statements as a result of various important factors, including and in addition to the assumptions set forth therein, but not limited to, the potential impacts of the novel coronavirus (COVID-19) pandemic on our business operations, financial results and financial position and on the world economy, the impact of changes in national and regional economies, our ability to generate cash to service our substantial indebtedness, the completion of the FCC spectrum repack, 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 successful execution of retransmission consent agreements, the successful execution of network and MVPD affiliation agreements, the successful execution of media rights agreements with professional sports teams, the impact of OTT and other emerging technologies and their potential impact on cord-cutting, the impact of MVPDs, vMVPDs, and OTT distributors offering “skinny” programming bundles that may not include all programming of our networks, our ability to identify and consummate acquisitions and investments and to achieve anticipated returns on those investments once consummated, the impact of pending and future litigation claims against the Company, the impact of FCC and other regulatory proceedings against the Company, uncertainties associated with potential changes in the regulatory environment affecting our business and growth strategy, and any risk factors set forth in the Company’s recent reports on Form 10-Q and/or Form 10-K, as filed with the Securities and Exchange Commission. There can be no assurances that the assumptions and other factors referred to in this release will occur. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements except as required by law.

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/sinclair-announces-closing-of-private-debt-exchange-offer-of-diamond-sports-group-301074262.html

SOURCE Sinclair Broadcast Group, Inc.

Read More

Sinclair Announces Early Participation And Consent Results Of Private Debt Exchange Offer And Consent Solicitation Of Diamond Sports Group

BALTIMORE, June 2, 2020 — Sinclair Broadcast Group, Inc. (“Sinclair” or the “Company”) (Nasdaq: SBGI) today announced the early participation and consent results for its indirect subsidiaries, Diamond Sports Group, LLC and Diamond Sports Finance Company (together, the “Issuers”), previously announced private offer to exchange (the “Exchange Offer”) any and all of the Issuers’ outstanding 6.625% Senior Notes due 2027 (the “Senior Notes”) (CUSIP/ISIN 25277LAC0 /US25277LAC00; U2527JAB1 / USU2527JAB18) for newly issued 12.750% Senior Secured Notes due 2026 (the “New Secured Notes”) (CUSIP/ISIN 25277LAE6 / US25277LAE65; U2527JAC9 / USU2527JAC90) and a cash payment on the terms and subject to the conditions set forth in a Confidential Offering Memorandum, Offer to Exchange and Consent Solicitation Statement, dated as of May 12, 2020 (as supplemented by Supplement No. 1, dated as of May 29, 2020, the “Offering Memorandum” and, together with the accompanying letter of transmittal, the “Offer Documents”).

As previously disclosed, in conjunction with the Exchange Offer, the Issuers have also solicited consents from Eligible Holders (as defined below) of the Senior Notes (the “Consent Solicitation”) to amend (the “Proposed Senior Notes Amendments”) the indenture governing the Senior Notes (the “Senior Notes Indenture”). The Proposed Senior Notes Amendments would amend the Senior Notes Indenture to eliminate most of the restrictive covenants and certain of the events of default contained in the Senior Notes Indenture.

The Issuers have been advised that as of 5:00 p.m., New York City time, on June 1, 2020 (the “Extended Early Tender Time”), approximately $66 million aggregate principal amount, representing approximately 3.62% of the outstanding principal amount of Senior Notes, had been validly tendered (and not validly withdrawn) pursuant to the Exchange Offer and the corresponding consents were delivered (and not validly revoked) pursuant to the Consent Solicitation.

As of the Extended Early Tender Time, the consents delivered in the Consent Solicitation do not meet the amount required under the Senior Notes Indenture to approve the Proposed Senior Notes Amendments. If we receive the required consents to the Proposed Senior Notes Amendments prior to the Expiration Time (as defined below), the Issuers and the trustee under the Senior Notes Indenture will promptly thereafter enter into a supplemental indenture to the Senior Notes Indenture reflecting the Proposed Senior Notes Amendments (the ‘Senior Notes Supplemental Indenture’). The Senior Notes Supplemental Indenture will be effective immediately upon execution thereof, but the provisions thereof will not be operative until all of the Senior Notes that have been tendered prior to the Expiration Time (as defined below) have been accepted for exchange and exchanged in accordance with the terms of the Offer Documents. The Issuers will continue to solicit consents from Eligible Holders until the Expiration Time.

Eligible Holders who have not yet tendered or have validly withdrawn their Senior Notes have until 12:00 midnight, New York City time, on June 9, 2020, unless extended by the Issuers (such time and date, as it may be extended, the “Expiration Time”) to tender their Senior Notes pursuant to the Exchange Offer. Withdrawal rights for the Exchange Offer expired at 5:00 p.m., New York City time, on May 26, 2020, and, accordingly, Senior Notes validly tendered in the Exchange Offer may no longer be withdrawn and Consents delivered in the Consent Solicitation may not be revoked except as required by law. Eligible Holders of the Senior Notes who validly tender (and do not validly withdraw) their Senior Notes after the Extended Early Expiration Time but at or prior to the Expiration Time will be entitled to receive only the exchange offer consideration of $467 in aggregate principal amount of New Secured Notes and $103 in cash per $1,000 principal amount of Senior Notes validly tendered (and not validly withdrawn), as described in the Offering Memorandum, plus accrued and unpaid interest from and including the last interest payment date up to, but excluding, the settlement date.

Holders who validly tender their Senior Notes will be deemed to consent to the Proposed Senior Notes Amendments, and holders may not deliver Consents to the Proposed Senior Notes Amendments without validly tendering their Senior Notes in the Exchange Offer.

The Issuers’ obligation to accept for exchange, and to exchange, Senior Notes validly tendered and not validly withdrawn pursuant to the Exchange Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offering Memorandum. In addition, subject to applicable law, the Issuers reserve the right, in their sole discretion, to (i) extend, terminate or withdraw the Exchange Offer or Consent Solicitation at any time or (ii) otherwise amend the Exchange Offer or the Consent Solicitation in any respect at any time and from time to time.

The Exchange Offer is being made, and the New Secured Notes are being offered and issued, only to holders of Senior Notes who are reasonably believed to be (i) “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or (ii) not U.S. persons (as defined in Regulation S under the Securities Act) or purchasing for the account or benefit of U.S. persons, other than a distributor, and are purchasing the New Secured Notes in an offshore transaction in accordance with Regulation S. The holders of Senior Notes who are eligible to participate in the Exchange Offer pursuant to the foregoing conditions are referred to as “Eligible Holders.” Only Eligible Holders are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offer and Consent Solicitation.

The Offer Documents will be distributed only to holders of Senior Notes that complete and return a letter of eligibility confirming that they are Eligible Holders. Copies of the eligibility letter are available to holders through the information and exchange agent for the Exchange Offer, Ipreo LLC, at (888) 593-9546 (U.S. toll-free) or (212) 849-3880 or [email protected]. Moelis & Company LLC is acting as dealer manager in connection with the proposed Exchange Offer and Consent Solicitation. Eligible Holders of Senior Notes may contact Moelis at 212-883-3800 with questions they may have regarding the Exchange Offer and Consent Solicitation.

The Exchange Offer and Consent Solicitation is made only by, and pursuant to the terms of, the Offer Documents, and the information in this news release is qualified by reference thereto.

This press release shall not constitute an offer to sell or the solicitation of an offer to exchange or purchase the New Secured Notes or any other securities, nor shall there be any offer or exchange of the New Secured Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. In addition, this press release is neither an offer to exchange or purchase nor a solicitation of an offer to sell any Senior Notes in the Exchange Offer or a solicitation of consents to the Proposed Senior Notes Amendments.

The New Secured Notes have not been and will not be registered under 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 New Secured Notes are being offered for exchange only to persons reasonably believed to be (i) “qualified institutional buyers” (as defined in Rule 144A under the Securities Act or (ii) not U.S. persons (as defined in Regulation S under the Securities Act) or purchasing for the account or benefit of U.S. persons, other than a distributor, and are purchasing the New Secured Notes in an offshore transaction in accordance with Regulation S.

Forward-Looking Statements:

The matters discussed in this news release include forward-looking statements regarding, among other things, future events and actions. When used in this news release, the words “outlook,” “intends to,” “believes,” “anticipates,” “expects,” “achieves,” “estimates,” and similar expressions are intended to identify forward-looking statements. Such statements are subject to a number of risks and uncertainties. Actual results in the future could differ materially and adversely from those described in the forward-looking statements as a result of various important factors, including and in addition to the assumptions set forth therein, but not limited to, the potential impacts of the novel coronavirus (COVID-19) pandemic on our business operations, financial results and financial position and on the world economy, the impact of changes in national and regional economies, our ability to generate cash to service our substantial indebtedness, the completion of the FCC spectrum repack, 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 successful execution of retransmission consent agreements, the successful execution of network and MVPD affiliation agreements, the successful execution of media rights agreements with professional sports teams, the impact of OTT and other emerging technologies and their potential impact on cord-cutting, the impact of MVPDs, vMVPDs, and OTT distributors offering “skinny” programming bundles that may not include all programming of our networks, our ability to identify and consummate acquisitions and investments and to achieve anticipated returns on those investments once consummated, the impact of pending and future litigation claims against the Company, the impact of FCC and other regulatory proceedings against the Company, uncertainties associated with potential changes in the regulatory environment affecting our business and growth strategy, and any risk factors set forth in the Company’s recent reports on Form 10-Q and/or Form 10-K, as filed with the Securities and Exchange Commission. There can be no assurances that the assumptions and other factors referred to in this release will occur. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements except as required by law.

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/sinclair-announces-early-participation-and-consent-results-of-private-debt-exchange-offer-and-consent-solicitation-of-diamond-sports-group-301069024.html

SOURCE Sinclair Broadcast Group, Inc.

Read More

Sinclair Announces Private Offering of Senior Secured Notes and Senior Notes of Diamond Sports Group

BALTIMORE, July 9, 2019 — In connection with its $9.6 billion pending and previously announced acquisition of a regional sports networks business (“RSN”) from The Walt Disney Company, Sinclair Broadcast Group, Inc. (“Sinclair” or the “Company”) (Nasdaq: SBGI) announced today that its indirect wholly-owned subsidiaries, Diamond Sports Group, LLC (“Diamond”) and Diamond Sports Finance Company (the “Co-Issuer” and, together with Diamond Sports Group, the “Issuers”), intend to offer in a private placement, subject to market conditions and other factors, $2.550 billion aggregate principal amount of Senior Secured Notes due 2026 (the “Secured Notes”) and $2.325 billion aggregate principal amount of Senior Notes due 2027 (the “Senior Notes” and, together with the Secured Notes, the “Notes”). Diamond Sports Intermediate Holdings, LLC (“Holdings”), the Issuers’ direct parent, and all of Holdings’ direct and indirect wholly-owned domestic subsidiaries (other than the Issuers) will initially guarantee the Notes. Upon consummation of the RSN acquisition, all of Holdings’ direct and indirect wholly-owned domestic subsidiaries (other than the Issuers) that guarantee Diamond’s obligations under its senior credit facilities will guarantee the Notes.

SBG logo

The net proceeds from the private placement of Notes are intended to be used to fund a portion of the purchase price for the RSN acquisition. The private placement of Notes is conditioned on customary closing conditions and is not conditioned on, and is expected to be consummated before, the closing of the RSN acquisition. Upon consummation of the offering of the Notes, the Issuers will (if the offering is not consummated substantially concurrently with the closing of the RSN acquisition) deposit into escrow accounts an aggregate amount equal to the gross proceeds of the offering and an amount that is sufficient to pay the special mandatory redemption price described below and all interest that would accrue on the Notes up to, but excluding, September 1, 2019. Until the date that the conditions to release of the property in the escrow accounts are satisfied or the Notes are otherwise required to be redeemed pursuant to the terms of the escrow agreement, prior to the first day of each month, beginning on September 1, 2019 and ending on February 1, 2020, Diamond will fund an amount equal to the monthly interest that would accrue on the Notes. The funds in such escrow accounts will be pledged as security for the benefit of the holders of the applicable Notes to which such escrow account relates. If (i) Diamond does not consummate the RSN acquisition on or prior to February 3, 2020 or (ii) prior to February 3, 2020, the Issuers notify the escrow agent under the escrow agreement that Diamond will not pursue the consummation of the RSN acquisition, or (iii) the applicable conditions to the release of the escrow funds (including completion of the RSN acquisition) are not satisfied on or prior to February 3, 2020, then, in any such case, the Issuers must redeem all of the Notes at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

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 have not been and 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 expected to be offered and sold only (a) to persons reasonably believed to be “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.

Forward-Looking Statements:

The matters discussed in this news release include forward-looking statements regarding, among other things, future operating results. When used in this news release, the words “outlook,” “intends to,” “believes,” “anticipates,” “expects,” “achieves,” “estimates,” and similar expressions are intended to identify forward-looking statements. Such statements are subject to a number of risks and uncertainties. Actual results in the future could differ materially and adversely from those described in the forward-looking statements as a result of various important factors, including and in addition to the assumptions set forth therein, but not limited to, general economic, market, or business conditions; the Issuers’ ability to commence or consummate the offering of the Notes; risks associated with the ability to consummate the RSN acquisition and the timing of the closing of the RSN acquisition; the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated; the ability to successfully integrate RSN’s operations and employees; the ability to realize anticipated benefits of the RSN acquisition; and any risk factors set forth in the Company’s recent reports on Form 10-Q and/or Form 10-K, as filed with the Securities and Exchange Commission. There can be no assurances that the assumptions and other factors referred to in this release will occur. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements except as required by law.

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/sinclair-announces-private-offering-of-senior-secured-notes-and-senior-notes-of-diamond-sports-group-300881539.html

SOURCE Sinclair Broadcast Group, Inc.

Read More