SBG Announces Proposed Private Offering of Senior Unsecured Notes

Press Release

Contact: David Amy, EVP & CFO
Lucy Rutishauser, VP Corporate Finance & Treasurer
(410) 568-1500

Sinclair Announces Proposed Private Offering of Senior Unsecured Notes of Sinclair Television Group

BALTIMORE (September 26, 2013) – 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, $300.0 million aggregate principal amount of Senior Unsecured Notes (the “Notes”). The Notes are expected to mature in 2021 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 currently STG intends to raise through a proposed amendment to its existing bank credit facility, and cash on hand are intended to be used to fund the redemption of STG’s 9.25% Second Lien Notes due 2017 (“9.25% Notes”). 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 117 television stations in 57 markets, before pending transactions. Sinclair’s television group reaches approximately 31% (19% 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.

Forward-Looking Statements:
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.

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SBG to Acquire New Age Media Stations

News Release

Contact: David Amy, EVP & CFO, Sinclair
Lucy Rutishauser, VP & Treasurer, Sinclair
(410) 568-1500

SINCLAIR BROADCAST GROUP ANNOUNCES AGREEMENT TO PURCHASE NEW AGE MEDIA TV STATIONS

BALTIMORE (September 25, 2013) — Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) (the “Company” or “Sinclair”) announced that it has entered into a definitive agreement to purchase the broadcast assets of 8 television stations owned by New Age Media (“New Age”), or to which New Age provides services, for an aggregate purchase price of $90.0 million. The 8 stations are located in 3 markets and reach 0.8% of the U.S. TV households. Completion of the transaction is subject to the satisfaction of customary closing conditions, including approval by the Federal Communications Commission (“FCC”) and antitrust clearance, as applicable. The Company anticipates that the transaction will close and fund late in the fourth quarter of 2013 or first quarter of 2014, subject to the satisfaction of the closing conditions. The Company expects to fund the purchase price at closing through cash on hand or a delayed draw under its bank credit agreement.

The New Age stations covered by the transaction are:

Read more.. New Age – Press Release

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SBG Announces Conversion and Settlement of 3.0% Notes

Press Release

Contact: David Amy, EVP & CFO
Lucy Rutishauser, VP Corporate Finance & Treasurer
(410) 568-1500

Sinclair Announces Conversion and Settlement of 3.0% Notes

BALTIMORE (September 20, 2013) – Sinclair Broadcast Group, Inc. (”Sinclair” or the “Company”) (Nasdaq: SBGI) announced that the Company has received a conversion notice with respect to its 3.0% Convertible Senior Notes due 2027 (CUSIP No. 829226AW9) (the “Notes”). The Notes have an outstanding aggregate principal balance of $5.4 million. Per the terms of the indenture governing the Notes (the “Indenture”), the Company intends to settle the conversion of the Notes, including any “Residual Amount” (as defined in the Indenture), entirely in cash. The amount of the cash settlement will be determined at the end of the 20-trading-day measurement period that begins on September 24, 2013 and is expected to end on October 21, 2013. The settlement is expected to occur on October 24, 2013.

On a pro forma basis assuming consummation of all previously announced acquisitions, Sinclair Broadcast Group, Inc., the largest and one of the most diversified television broadcasting companies in the U.S., will own and operate, program or provide sales services to 156 television stations in 76 markets. Sinclair’s television group will reach approximately 38.2% (24.0% for purposes of the 39% FCC ownership cap) of U.S. television households and will be affiliated with all major networks. Sinclair’s television portfolio will include 37 FOX, 29 ABC, 26 CBS, 23 CW, 20 MNT, 14 NBC, 5 Univision, one Azteca and one independent station. 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.

Forward-Looking Statements:
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, the ability of Sinclair Television Group, Inc., the Company’s wholly-owned subsidiary, 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.

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SBG to Raise Additional Bank Financings

News Release

Contact: David Amy, EVP & CFO
Lucy Rutishauser, VP Corporate Finance & Treasurer
(410) 568-1500

Sinclair to Raise Additional Term Loan and Revolving Commitments and Amend Certain Terms

BALTIMORE (September 19, 2013) Sinclair Broadcast Group, Inc. ( Sinclair or the Company ) (Nasdaq: SBGI) announced today that its wholly-owned subsidiary, Sinclair Television Group, Inc. ( STG ), intends to raise incremental term loans and revolving commitments and amend certain terms under its existing bank credit facility.

Sinclair is seeking $1.2 billion of incremental term loans, which is expected to consist of $200.0 million in incremental term A loans maturing April 2018 and $1.0 billion in incremental term B loans maturing April 2020. In addition, Sinclair will seek to obtain an additional $50.0 million of revolving line of credit capacity maturing April 2018. The term loans are expected to be used to fund the previously announced Allbritton acquisition and to support general corporate purposes, which may include the redemption of the 9.25% Second Lien Notes maturing 2017. Because the Allbritton acquisition is not expected to close until after the closing of the amended bank credit facility, approximately $1.0 billion of the term loan commitments are expected to be drawn on a delayed basis. In connection with the financing, Sinclair will also seek to amend certain terms to add operating flexibility.

On a pro forma basis assuming consummation of all previously announced acquisitions, Sinclair Broadcast Group, Inc., the largest and one of the most diversified television broadcasting companies in the U.S., will own and operate, program or provide sales services to 156 television stations in 76 markets. Sinclair’s television group will reach approximately 38.2% (24.0% for purposes of the 39% FCC ownership cap) of U.S. television households and will be affiliated with all major networks. Sinclair s television portfolio will include 37 FOX, 29 ABC, 26 CBS, 23 CW, 20 MNT, 14 NBC, 5 Univision, one Azteca and one independent station. 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.

Forward-Looking Statements:

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 proposed refinancing, 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.

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SBG Names Scott McBride GM in Champaign

News Release
Contact: Steve Marks, COO
(813) 886-9882

SINCLAIR NAMES SCOTT MCBRIDE GENERAL MANAGER OF WICD-TV AND WCCU-TV IN CHAMPAIGN, IL

Champaign, IL (September 18, 2013) – Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) announced that Scott McBride has been named General Manager of WICD-TV (ABC) and WCCU-TV (FOX) in Champaign, Illinois and will also be responsible for leading the sales effort to Champaign clients for WBUI-TV (CW). Tim Mathis will continue to oversee the operations of WICS-TV (ABC), WRSP-TV (FOX) and WBUI-TV (CW) in Springfield, IL. The announcement was made by Steve Marks, Chief Operating Officer of Sinclair’s television group.

In making the announcement, Mr. Marks said, “Scott’s success in operating an ABC/FOX combination, along with his 33 year of television experience working in creative services, news and sales, is the perfect complement towards the stations being successful and meeting the needs of the Champaign/Urbana community.”

“I am excited to be working with a dedicated team at WICD and WCCU and to become a part of the Champaign/Urbana community,” commented Scott McBride. “I look forward to working with our employees to provide the community with a rewarding viewing experience.”

Mr. McBride has over 33 years of sales and management experience. For the last two years, Mr. McBride has been the President/General Manager at WJCL (ABC) and WTGS (FOX) in Savannah, GA and prior to that he was the Vice President/General Manager at WACH (FOX) in Columbia, SC for 18 years. Prior to that he served as the General Sales Manager at KOLD (CBS) in Tucson, AZ and as Creative Services/News Account Executive at KSBW (NBC) in Salinas, CA. Mr. McBride graduated with a degree in Business from San Francisco State University, CA.

Sinclair Broadcast Group, Inc., the largest and one of the most diversified television broadcasting companies, owns and operates, programs or provides sales services to 156 television stations in 76 markets, pro forma for pending transactions. Sinclair’s television group is affiliated with all major networks and reaches approximately 38.2% of all U.S. television households. For more information, please visit Sinclair’s website at www.sbgi.net.

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SBG Closes on Acquisition of Fisher Communications, Inc.

Press Release

Contacts: David Amy, EVP & CFO
Lucy Rutishauser, VP & Treasurer
(410) 568-1500

SINCLAIR BROADCAST GROUP CLOSES ON ACQUISITION OF FISHER COMMUNICATIONS, INC.

BALTIMORE, MD – (August 8, 2013) – Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) (“Sinclair”) announced today that it has closed on its previously announced acquisition of Fisher Communications, Inc. valued at approximately $373.3 million, less acquired working capital.

Under the terms of the agreement, Fisher shareholders received $41.00 in cash for each share of Fisher common stock they owned. The transaction represented a 44% premium to the closing price of Fisher common stock on January 9, 2013, the final trading day prior to Fisher announcing a review of strategic alternatives.

The Fisher television stations covered by the transaction are:

Read more..  Fisher SBG Close

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SBG Declares $0.15 Quarterly Dividend per Share

Press Release

Contact: Lucy Rutishauser, VP Corporate Finance & Treasurer
(410) 568-1592

SINCLAIR DECLARES $0.15 PER SHARE QUARTERLY CASH DIVIDEND

BALTIMORE (August 7, 2013) Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) announced that its Board of Directors has declared a quarterly cash dividend of $0.15 per share on the Company s Class A and Class B common stock. The dividend is payable on September 13, 2013, to the holders of record at the close of business on August 30, 2013.

On a pro forma basis assuming consummation of all announced transactions, Sinclair Broadcast Group, Inc., the largest and one of the most diversified television broadcasting companies, will own and operate, program or provide sales services to 149 television stations in 76 markets. Sinclair’s television group will reach approximately 38.2% of U.S. television households and will be affiliated with all major networks. Sinclair s television portfolio will include 33 FOX, 27 ABC, 25 CBS, 23 CW, 20 MNT, 14 NBC, 5 Univision, one Azteca and one independent station. Sinclair owns equity interests in broadcast transmission-related companies and 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..

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SBG Reports Q2-13 Results; Declares $0.15 Quarterly Dividend per Share

News Release

Contact: David Amy, EVP & Chief Financial Officer
Lucy Rutishauser, VP-Corporate Finance & Treasurer
(410) 568-1500

SINCLAIR REPORTS $0.19 DILUTED EARNINGS PER SHARE IN SECOND QUARTER 2013; DECLARES $0.15 QUARTERLY DIVIDEND PER SHARE

BALTIMORE (August 7, 2013) — Sinclair Broadcast Group, Inc. (Nasdaq: SBGI), the “Company” or “Sinclair,” today reported financial results for the three months and six months ended June 30, 2013.

“The first half of 2013 has been very successful for the Company, not only with respect to the Company’s results but on growing our platform through additional acquisitions of broadcast assets, especially our most recently announced planned acquisition of the Allbritton stations and their local news cable/satellite channel,” commented David Smith, President and CEO of Sinclair. “Since April 1, 2013, we have announced definitive agreements for the acquisition of 35 additional stations bringing the total number of acquired or announced stations in the past two years to 91. The effect is to not only grow our national footprint and reach, but to unlock operating synergies, gain access to valuable spectrum, and build a platform whereby we can expand content offerings and shape the future of the broadcast industry.  We are excited about the successes we have achieved and the additional value that we have created and anticipate creating for our shareholders.”

Financial Results:

Net broadcast revenues from continuing operations were $279.3 million for the three months ended June 30, 2013, an increase of 28.4% versus the prior year period result of $217.6 million. The Company had operating income of $84.3 million in the three-month period, as compared to operating income of $71.9 million in the prior year period. Net income attributable to the Company was $17.8 million in the three-month period, which includes a $16.3 million one-time loss from extinguishment of debt, versus net income of $30.1 million in the prior year period.

The Company reported diluted earnings per common share of $0.19 for the three-month period ended June 30, 2013 versus diluted earnings per common share of $0.37 in the prior year period. Excluding the loss associated with the extinguishment of debt, diluted earnings per share would have been $0.30.

Net broadcast revenues from continuing operations were $532.2 million for the six months ended June 30, 2013, an increase of 30.3% versus the prior year period result of $408.5 million. The Company had operating income of $147.9 million in the six-month period, as compared to operating income of $131.8 million in the prior year period. Net income attributable to the Company was $34.8 million in the six-month period, versus net income of $59.4 million in the prior year period.

The Company reported diluted earnings per common share of $0.40 in the six-month period ended June 30, 2013 versus diluted earnings per common share of $0.73 in the prior year period. Excluding the loss associated with the extinguishment of debt, diluted earnings per share would have been $0.51.

“Discontinued Operations” accounting has been adopted in the financial statements for all periods presented in this press release for the sale of WLAJ-TV, our ABC affiliate in Lansing, Michigan which closed in March 2013, and for the sale of WLWC-TV, our CW affiliate in the Providence, RI/New Bedford, MA market which closed in April 2013. Therefore, the related results from operations, net of related income taxes, have been reclassified from income from continuing operations and reflected as net income from discontinued operations. Prior current year amounts have been reclassified to conform to current year GAAP presentation.

Operating Statistics and Income Statement Highlights:

Read more..  FINAL Q2 13 Press Release

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SBG to Discuss Allbritton Acquisition on July 30, 2013

FOR IMMEDIATE RELEASE

Contact: Lucy Rutishauser, Treasurer
410-568-1500

SINCLAIR TO DISCUSS ALLBRITTON ACQUISITION ON JULY 30, 2013 AT 9:00 (Eastern Time)

BALTIMORE (July 29, 2013) — Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) will hold a conference call to discuss its previously announced acquisition of the Allbritton television stations. The call will be held on Tuesday, July 30, 2013 at 9:00 a.m. ET.

The dial-in number for the earnings call is 877-407-8033.

If you plan to participate on the conference call, please call two minutes prior to the start time and tell the conference operator that the subject of the conference is the “Sinclair Allbritton Acquisition Conference Call.”

If you cannot participate in the live conference call, a replay of the call will be available on Sinclair Broadcast Group’s web site at www.sbgi.net. This will be the only venue through which a replay will be available.

Members of the news media will be welcome on the call in a listen-only mode. Key executives will be made available to members of the news media, time permitting, following the conference call. The Company regularly uses its website as a key source of Company information and can be accessed at www.sbgi.net.

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SBG to Buy Allbritton Stations

News Release

Contact: David Amy, EVP & CFO, Sinclair
Lucy Rutishauser, VP & Treasurer, Sinclair
(410) 568-1500

SINCLAIR BROADCAST GROUP ANNOUNCES AGREEMENT TO PURCHASE ALLBRITTON TV STATIONS

BALTIMORE (July 29, 2013) — Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) (the “Company” or “Sinclair”) announced that it has entered into a definitive agreement to purchase the stock of Perpetual Corporation and the equity interest of Charleston Television, LLC, both owned and controlled by the Allbritton family (“Allbritton”), for an aggregate purchase price of $985.0 million. The Allbritton stations consist of seven ABC Network affiliates, covering 4.9% of the U.S. TV households, and NewsChannel 8, a 24-hour cable/satellite news network covering the Washington D.C. metropolitan area. Completion of the transaction is subject to the satisfaction of customary closing conditions, including approval by the Federal Communications Commission (“FCC”) and antitrust clearance, as applicable. The Company anticipates that the transaction will close and fund in the fourth quarter of 2013, subject to the satisfaction of the closing conditions. The Company expects to fund the purchase price at closing through a bank loan and/or by accessing the capital markets.

To comply with FCC local television ownership rules, Sinclair expects to sell the license and certain related assets of its existing stations in Birmingham, AL – WABM (MNT) and WTTO (CW), Harrisburg/Lancaster/Lebanon/York, PA – WHP (CBS), and Charleston, SC – WMMP (MNT) and to provide sales and other non-programming support services to each of these stations pursuant to customary shared services and joint sales agreements.

The Allbritton stations to be owned and operated are:

Read more..  Allbritton 2

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