BALTIMORE, Nov. 19, 2020 /PRNewswire/ -- Sinclair Broadcast
Group, Inc. ("Sinclair" or the "Company") (Nasdaq: SBGI) announced
today that its wholly-owned subsidiary, Sinclair Television Group,
Inc. (the "Issuer"), intends to offer in a private placement,
subject to market conditions and other factors, $550 million aggregate principal amount of Senior
Secured Notes due 2030 (the "2030 Notes").
![SBG logo SBG logo](https://mma.prnewswire.com/media/455827/Sinclair_Broadcast_Group_Logo.jpg)
The net proceeds from the private placement of the 2030 Notes
are intended to be used to fund the Issuer's redemption of its
5.625% Senior Notes due 2024 (the "2024 Notes"). On
November 19, 2020, the Issuer
notified the trustee of the 2024 Notes that it intends to redeem,
in full, its outstanding $550 million
aggregate principal amount of the 2024 Notes on December 4, 2020 (the "Redemption Date").
The redemption of the 2024 Notes is conditioned upon the Issuer's
successful incurrence of new debt financing generating gross
proceeds of at least $550 million,
which is expected to be satisfied upon closing of the offering of
the 2030 Notes.
The redemption will be effected in accordance with the terms of
the indenture governing the 2024 Notes. The redemption price
will be equal to the sum of 101.875% of the principal amount of the
2024 Notes outstanding together with accrued and unpaid interest on
the principal amount being redeemed up to, but not including, the
Redemption Date. The redemption of the 2024 Notes, including
the payment of accrued and unpaid interest and related fees and
expenses, is expected to be funded from the net proceeds of the
2030 Notes and cash on hand.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy the 2030 Notes or any other
securities, nor shall there be any offer or sale of the 2030 Notes
in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful. This press release is neither an
offer to purchase nor a solicitation of an offer to sell the 2024
Notes, and this press release shall not constitute an offer to sell
nor a solicitation of an offer to buy any securities.
The 2030 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 2030 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.
About Sinclair Broadcast Group, Inc.
Sinclair is a
diversified media company and leading provider of local sports and
news. The Company owns and/or operates 23 regional sports network
brands; owns, operates and/or provides services to 190 television
stations in 88 markets; is a leading local news provider in the
country; owns multiple national networks; 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
platforms. 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 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, STG's ability to consummate the
offering of the 2030 Notes and the redemption of the 2024 Notes,
the potential impacts of the 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, the significant disruption to the operations of the
professional sports leagues and the macroeconomy caused by COVID-19
may result in the recognition of further impairment charges on our
goodwill and definite-lived intangible assets, 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.