BALTIMORE, July 9, 2019 /PRNewswire/ -- In connection
with its $9.6 billion pending and
previously announced acquisition of a regional sports networks
business ("RSN") from The Walt Disney Company, Sinclair Broadcast
Group, Inc. ("Sinclair" or the "Company") (Nasdaq: SBGI) announced
today that its indirect wholly-owned subsidiaries, Diamond Sports
Group, LLC ("Diamond") and Diamond Sports Finance Company (the
"Co-Issuer" and, together with Diamond Sports Group, the
"Issuers"), intend to offer in a private placement, subject to
market conditions and other factors, $2.550
billion aggregate principal amount of Senior Secured Notes
due 2026 (the "Secured Notes") and $2.325
billion aggregate principal amount of Senior Notes due 2027
(the "Senior Notes" and, together with the Secured Notes, the
"Notes"). Diamond Sports Intermediate Holdings,
LLC ("Holdings"), the Issuers' direct parent, and all of Holdings'
direct and indirect wholly-owned domestic subsidiaries (other than
the Issuers) will initially guarantee the Notes. Upon
consummation of the RSN acquisition, all of Holdings' direct and
indirect wholly-owned domestic subsidiaries (other than the
Issuers) that guarantee Diamond's obligations under its senior
credit facilities will guarantee the Notes.
The net proceeds from the private placement of Notes are
intended to be used to fund a portion of the purchase price for the
RSN acquisition. The private placement of Notes is
conditioned on customary closing conditions and is not conditioned
on, and is expected to be
consummated before, the closing of the RSN acquisition. Upon
consummation of the offering of the Notes, the Issuers will (if the
offering is not consummated substantially concurrently with the
closing of the RSN acquisition) deposit into escrow accounts an
aggregate amount equal to the gross proceeds of the offering and an
amount that is sufficient to pay the special mandatory redemption
price described below and all interest that would accrue on the
Notes up to, but excluding, September 1,
2019. Until the date that the conditions to release of the
property in the escrow accounts are satisfied or the Notes are
otherwise required to be redeemed pursuant to the terms of the
escrow agreement, prior to the first day of each month, beginning
on September 1, 2019 and ending on
February 1, 2020, Diamond will fund
an amount equal to the monthly interest that would accrue on the
Notes. The funds in such escrow accounts will be pledged as
security for the benefit of the holders of the applicable Notes to
which such escrow account relates. If (i) Diamond does not
consummate the RSN acquisition on or prior to February 3, 2020 or (ii) prior to February 3, 2020, the Issuers notify the escrow
agent under the escrow agreement that Diamond will not pursue the
consummation of the RSN acquisition, or (iii) the applicable
conditions to the release of the escrow funds (including completion
of the RSN acquisition) are not satisfied on or prior to
February 3, 2020, then, in any such
case, the Issuers must redeem all of the Notes at a redemption
price equal to 100% of the principal amount of the Notes being
redeemed, plus accrued and unpaid interest to, but excluding, the
redemption date.
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 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 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.
Forward-Looking Statements:
The matters discussed in this news release include
forward-looking statements regarding, among other things, future
operating results. 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, general
economic, market, or business conditions; the Issuers' ability to
commence or consummate the offering of the Notes; risks associated
with the ability to consummate the RSN acquisition and the timing
of the closing of the RSN acquisition; the risk that a regulatory
approval that may be required for the proposed transaction is
delayed, is not obtained or is obtained subject to conditions that
are not anticipated; the ability to successfully integrate RSN's
operations and employees; the ability to realize anticipated
benefits of the RSN acquisition; 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.