BALTIMORE, May 27, 2020 /PRNewswire/ -- Sinclair
Broadcast Group, Inc. ("Sinclair" or
the "Company") (Nasdaq: SBGI) today announced that its indirect
subsidiaries, Diamond Sports Group, LLC and Diamond Sports Finance
Company (together, the "Issuers"), have amended 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") for newly issued 12.750% Senior
Secured Notes due 2026 (the "New Secured Notes") (CUSIP/ISIN
25277LAE6 / US25277LAE65; U2527JAC9 / USU2527JAC90) and a cash
payment upon the terms and conditions set forth in the Confidential
Offering Memorandum, Offer to Exchange and Consent Solicitation
Statement, dated as of May 12, 2020
(the "Offering Memorandum" and, together with the accompanying
letter of transmittal, the "Offer Documents") to extend the early
tender time through 5:00 p.m.,
New York City time, on
June 1, 2020 (as extended hereby and
subject to further extension, the "New Early Tender Time").
![SBG logo SBG logo](https://mma.prnewswire.com/media/455827/Sinclair_Broadcast_Group_Logo.jpg)
Holders that validly tender their Senior Notes prior to the New
Early Tender Time and on or before June 9,
2020 (unless earlier terminated or extended, the "Expiration
Time") will receive the total consideration set out in the
applicable column in the table below. 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Senior Notes validly tendered and not validly withdrawn in the
Exchange Offer may no longer be withdrawn except as required by
law.
|
|
Consideration per
$1,000 Principal Amount of Senior Notes Tendered
|
CUSIP/ISIN
|
Outstanding
Principal
Amount of Senior Notes (1)
|
Total
Consideration if Tendered prior
to or at the New Early Tender Time (2)
|
Total
Consideration if Tendered
after the New Early Tender Time (2)
|
25277LAC0
/
US25277LAC00;
U2527JAB1 /
USU2527JAB18
|
$1,820,308,000
|
$467 in aggregate
principal amount of New Secured Notes and $133 in cash
|
$467 in aggregate
principal amount of New Secured Notes and $103 in cash
|
|
(1) The number in the
column includes the Senior Notes that have been validly tendered
and not validly withdrawn as of 5:00 p.m., New York City time, on
May 26, 2020.
|
(2) Additionally,
Eligible Holders of the Senior Notes that are validly tendered at
or prior to the New Expiration Time and accepted for exchange will
receive accrued and unpaid interest, if any, from the last interest
payment date up to, but not including, the settlement date and will
not be entitled to receive an interest payment on such Senior Notes
on August 15, 2020.
|
As previously disclosed, the Issuers continue to explore ways to
optimize the Issuers' capital structure which may include, without
limitation, other debt exchange transactions, receivables
financings and/or other financings or similar transactions
involving designating subsidiaries as "unrestricted subsidiaries"
(in which case assets owned or held by such unrestricted
subsidiaries would not be collateral securing the New Secured
Notes, the Issuers' 5.375% Senior Secured Notes due 2026 (the
"Existing Secured Notes"), or obligations under the Issuers' credit
agreement and such unrestricted subsidiaries would not be
restricted by the indentures that govern, or will govern, the New
Secured Notes and the Existing Senior Notes or the Issuers' credit
agreement). In particular, Diamond Sports Holdings, LLC, an
indirect parent of the Issuers ("DSH"), is considering the use of
any cash proceeds of any such financings or of existing cash of the
Issuers not used in connection with Exchange Offer to redeem units
of DSH's preferred equity.
Also as previously disclosed, concurrently with the Exchange
Offer, the Issuers are soliciting consents ("Consents") from
Eligible Holders 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 eliminate most of the
restrictive covenants and certain of the events of default
contained in the Senior Notes Indenture. The Issuers must receive
Consents from holders of a majority in aggregate principal amount
of outstanding Senior Notes not owned by the Issuers or any of
their affiliates to adopt the Proposed Senior Notes Amendments.
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.
Except as provided for in this release, all other terms and
conditions of the Exchange Offer and Consent Solicitation remain
unchanged as set forth in Offer Documents.
The Exchange Offer and Consent Solicitation, including the
Issuers' acceptance of validly tendered Senior Notes and payment of
the applicable consideration, is conditioned on the satisfaction or
waiver of certain conditions, as described in the Offer Documents.
The Exchange Offer and Consent Solicitation is not conditioned upon
the tender of a minimum principal amount of Senior Notes. The
Issuers may terminate, withdraw, amend or extend the Exchange Offer
and/or Consent Solicitation in their sole discretion.
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
ipreo-exchangeoffer@ihsmarkit.com. 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.
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SOURCE Sinclair Broadcast Group, Inc.