To Rename Company as Sinclair, Inc.
Sinclair Broadcast Group, Inc. (“Sinclair Broadcast”) (Nasdaq:
SBGI) announced today that it intends to implement a reorganization
in which a new holding company, Sinclair, Inc. (“New Sinclair”),
would become the publicly-traded parent of Sinclair Broadcast and
its subsidiaries (the “Reorganization”).
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20230403005381/en/
These are simplified illustrations of our
business structure before and after the Reorganization. (Graphic:
Business Wire)
Beyond its familiar broadcast business, Sinclair Broadcast and
its affiliates own, manage and/or operate technical and software
services companies, intellectual property for the advancement of
broadcast technology, and other media and non-media related
businesses and assets including real estate, venture capital,
private equity, and direct investments. These other businesses and
assets include, among other things, Compulse, a marketing
technology and managed services company, and Tennis Channel. As
part of the Reorganization, these other businesses and assets will
be held by New Sinclair through a new subsidiary to be known as
Sinclair Ventures, rather than by Sinclair Broadcast or its direct
subsidiary, Sinclair Television Group, Inc.
“We believe the new structure will provide greater flexibility
for creating value within the company. The new structure simplifies
the corporate structure and improves the transparency of financial
disclosures on the value drivers of the company,” commented
Christopher S. Ripley, President and CEO of the company. “We
believe these other assets, some of which are currently buried in
the broadcast division, can receive greater visibility outside the
‘broadcast’ umbrella, while Sinclair Broadcast will become a
broadcast-focused subsidiary for which stockholders can better
value its true performance. In short, we believe a holding company
structure can unlock unrecognized value and provide structural
flexibility for the growth and monetization of our current and
potential future media and non-media businesses.”
In the Reorganization, each outstanding share of Sinclair
Broadcast’s Class A common stock and Class B common stock would be
exchanged automatically on a one-for-one basis for a share of Class
A common stock and Class B common stock, respectively, of New
Sinclair. New Sinclair’s Class A common stock is expected to
continue to trade on the Nasdaq Global Select stock market under
the ticker symbol “SBGI” just as Sinclair Broadcast’s Class A
common stock does today. The rights and benefits of the holders of
shares of New Sinclair’s common stock, including voting rights,
would be the same as the rights and benefits of the holders of
shares of Sinclair Broadcast’s common stock in all material
respects. Under applicable law, the Reorganization will be
accomplished through a share exchange and is subject to the
affirmative vote of two-thirds of all the votes entitled to be cast
on the matter at a special meeting of Sinclair Broadcast’s
stockholders expected to be held in the second quarter of 2023.
The Reorganization is not expected to result in a change in the
directors, executive officers, management or business of the public
company, or to impact the timing of the declaration and payment of
our regular quarterly dividends. The Reorganization is not expected
to result in gain or loss to Sinclair Broadcast’s stockholders for
U.S. federal income tax purposes.
For more information about the Reorganization, please visit our
Holding Company Reorganization Q&A located at
https://sbgi.net/investor-relations/events-and-presentations/.
Additional Information and Where to
Find It
In connection with the Reorganization, New Sinclair has filed a
registration statement on Form S-4 that includes a preliminary
proxy statement of Sinclair Broadcast and a preliminary prospectus
of New Sinclair, and Sinclair Broadcast and New Sinclair may file
with the SEC other relevant documents in connection with the
proposed Reorganization. SINCLAIR BROADCAST’S STOCKHOLDERS ARE
URGED TO CAREFULLY READ THESE DOCUMENTS AND THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY
CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION REGARDING THE
REORGANIZATION. Investors may obtain a free copy of the
registration statement on Form S-4 and the definitive proxy
statement/prospectus, when filed, as well as other filings
containing information about Sinclair Broadcast, New Sinclair and
the Reorganization, from the SEC at the SEC’s website at
http://www.sec.gov. In addition, copies of the registration
statement on Form S-4 and the definitive proxy
statement/prospectus, when filed, as well as other filings
containing information about Sinclair Broadcast, New Sinclair and
the Reorganization can be obtained without charge by sending a
request to Sinclair Broadcast Group, Inc., 10706 Beaver Dam Road,
Hunt Valley, MD 21030; by calling 410-568-1500; or by accessing
them on Sinclair Broadcast’s investor relations web page at
https://sbgi.net/investor-relations/sec-filings/.
Participants in the
Solicitation
Sinclair Broadcast and its directors, executive officers and
certain other members of management and employees may be deemed to
be participants in the solicitation of proxies from Sinclair
Broadcast’s stockholders in connection with the Reorganization.
Additional information regarding the interests of potential
participants in the proxy solicitation is included in the New
Sinclair’s registration statement on Form S-4 that includes a
preliminary proxy statement of Sinclair Broadcast and a preliminary
prospectus of New Sinclair and will be included in the definitive
proxy statement/prospectus and other relevant documents that
Sinclair Broadcast and New Sinclair have filed, and intend to file,
with the SEC in connection with the Reorganization. Copies of these
documents can be obtained without charge as described in the
preceding paragraph.
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, but not limited to, and in addition to any
assumptions set forth in such statements: Sinclair Broadcast’s
ability to obtain the requisite vote to approve the Reorganization
or to recognize the intended benefits of the Reorganization, that
changes in legislation or regulations may change the tax
consequences of the Reorganization, and the impacts of the
Reorganization on New Sinclair’s financial condition, business
operations, results of operation and outstanding securities, and
any risk factors set forth in Sinclair Broadcast’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. Sinclair Broadcast undertakes no obligation to publicly
release the result of any revisions to these forward-looking
statements except as required by law.
About Sinclair Broadcast:
Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) is a diversified
media company and a leading provider of local news and sports.
Sinclair Broadcast owns, operates and/or provides services to 185
television stations in 86 markets affiliated with all the major
broadcast networks; owns Tennis Channel and multicast networks
Comet, CHARGE! and TBD; and owns and provides services to 21
regional sports network brands. Sinclair Broadcast’s content is
delivered via multiple platforms, including over-the-air,
multi-channel video program distributors, and the nation’s largest
streaming aggregator of local news content, NewsON. Sinclair
Broadcast regularly uses its website as a key source of company
information which can be accessed at www.sbgi.net.
Category: General
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230403005381/en/
Investor Contacts: Billie-Jo McIntire, AVP, Investor Relations
(410) 568-1500
Media Contact: Michael Padovano mpadovano@5wpr.com
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