Filed by Sinclair, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Sinclair Broadcast Group, Inc.
Exchange Act File No.: 000-26076
Date: April 3, 2023
Sinclair Announces Holding Company Reorganization
To Rename Company as Sinclair, Inc.
BALTIMORE
(April 3, 2023) 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).
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 Broadcasts 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 Sinclairs
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 Broadcasts Class A common stock does today. The rights and benefits of the
holders of shares of New Sinclairs common stock, including voting rights, would be the same as the rights and benefits of the holders of shares of Sinclair Broadcasts 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
Broadcasts 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
Broadcasts stockholders for U.S. federal income tax purposes.