Sinclair Announces Final Settlement of Private Debt Exchange Offer of Diamond Sports Group
BALTIMORE – Sinclair Broadcast Group, Inc. (“Sinclair” or the “Company”) (Nasdaq: SBGI) today announced that on March 15, 2022, the Company’s 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”), completed the final settlement of their previously announced private offer to exchange (the “Exchange Offer”) any and all of the Issuers’ outstanding 5.375% Senior Secured Second Lien Notes due 2026 (CUSIP / ISIN 25277LAF3 / US25277LAF31; U2527JAD7 / USU2527JAD73; 25277L AG1 / US25277LAG14) (the “Exchange Secured Second Lien 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”). The Exchange Offer and concurrent consent solicitation (the “Consent Solicitation”) 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 February 14, 2022 (as amended, supplemented or modified, the “Offer Documents”).
As previously announced, as of 5:00 p.m., New York City time, on February 28, 2022 (the “Early Tender Time”), approximately $3,036 million aggregate principal amount, representing approximately 99.5%, of outstanding Existing Secured Notes not owned by the Issuers or any of their affiliates, had been validly tendered (and not validly withdrawn) pursuant to the Exchange Offer and the corresponding consents were delivered (and not validly revoked) pursuant to the Consent Solicitation.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 a result, the aggregate principal amount of Exchange Secured Second Lien Notes that was issued in exchange for Existing Secured Notes tendered on or prior to the Early Tender Time was approximately $3,036 million. Settlement for such Exchange Secured Second Lien Notes occurred on March 1, 2022.
The Exchange Offer and the Consent Solicitation expired at 11:59 P.M. on March 14, 2022 (the “Expiration Time”). Eligible Holders of the Existing Secured Notes who validly tendered (and did not validly withdraw) their Existing Secured Notes after the Early Tender Time but at or prior to the Expiration Time receive only the exchange consideration listed below, as described in the Offering Documents.
Consideration per $1,000 Principal Amount of 5.375% Secured Notes Tendered
$990 in aggregate principal amount of
Exchange Secured Second Lien Notes
Following the Early Tender Time and at or prior to the Expiration Date, an additional $3,852,000 aggregate principal amount, representing approximately 0.1%, of outstanding Existing Secured Notes not owned by the Issuers or any of their affiliates, 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 a result, the aggregate principal amount of Exchange Secured Second Lien Notes that was issued in exchange for Existing Secured Notes tendered following the Early Tender Time but at or prior to the Expiration Date was $3,809,000. Settlement for such Exchange Secured Second Lien Notes occurred on March 16, 2022 (the “Final Settlement Date”).
Immediately following the Final Settlement Date, approximately $3,040 million aggregate principal amount of Exchange Secured Second Lien Notes and approximately $10 million aggregate principal amount of Existing Secured Notes remained outstanding. The Exchange Secured Second Lien Notes issued on March 1, 2022 and the Exchange Secured Second Lien Notes issued on the Final Settlement Date are fungible.
The Existing Secured Notes and the Exchange Secured Second Lien 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. Therefore, neither the Existing Secured Notes nor the Exchange Secured Lien Secured Notes may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. Accordingly, the Exchange Secured Second Lien Notes were 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 Exchange Second Lien Secured Notes in an offshore transaction in accordance with Regulation S, or (iii) persons who are institutional “accredited investors” as such term is defined in Rule 501(a) of the Securities Act. 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 Exchange Secured Second Lien 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 Existing Secured Notes. The Exchange Offer and the Consent Solicitation were only made pursuant to the Offering Documents and were only made to certain eligible holders. The Exchange Offer was not made to holders of Existing Secured 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 Exchange Secured Second Lien 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.
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.
Steve Zenker, VP, Investor Relations
Billie-Jo McIntire, Director, Investor Relations