Contact: Chris Ripley, CFO
Lucy Rutishauser, SVP Corporate Finance & Treasurer
Sinclair Announces Proposed Private Offering of Senior Unsecured Notes of Sinclair Television Group
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”), intends to offer, subject to market conditions and other factors, $450.0 million aggregate principal amount of Senior Unsecured Notes (the “Notes”). The Notes are expected to mature in 2024 and to be guaranteed by Sinclair and certain of Sinclair’s subsidiaries.
The net proceeds from the private placement of Notes, a portion of funds STG currently intends to raise through a proposed amendment and restatement to its existing bank credit facility, and cash on hand and/or a draw under its revolving credit facility are intended to be used to fund the previously announced acquisition of the Allbritton television stations. This private placement of Notes is conditioned on customary closing conditions.
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 expected to be 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 is 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 commence or consummate the offering of the Notes, STG’s ability to consummate the proposed refinancing of its bank credit facility, STG’s ability to obtain the necessary approvals to close on 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.