BALTIMORE, July 18, 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"), have priced their previously announced private offering
of $3.050 billion aggregate principal
amount of Senior Secured Notes due 2026 (the "Secured Notes") and
$1.825 billion aggregate principal
amount of Senior Notes due 2027 (the "Senior Notes" and, together
with the Secured Notes, the "Notes"). The total size of the
offering of the Notes in the aggregate has not changed.
The Secured Notes were priced at 100% of their face amount and
will bear interest at a rate of 5.375% per annum payable
semi-annually on February 15 and
August 15, commencing February 15, 2020. The Secured Notes will mature
on August 15, 2026.
The Senior Notes were priced at 100% of their face amount and
will bear interest at a rate of 6.625% per annum payable
semi-annually on February 15 and
August 15, commencing February 15, 2020. The Senior Notes will mature
on August 15, 2027.
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 expected to
close on August 2, 2019, which we
expect will be 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.
Sinclair is one of the largest and most diversified television
broadcasting companies in the country. The Company owns, operates
and/or provides services to 191 television stations in 89 markets.
Sinclair is a leading local news provider dedicated to impactful
journalism with a local focus. The Company has multiple national
networks, live local sports production, as well as stations
affiliated with all the major networks. Sinclair's content is
delivered via multiple-platforms, including over-the-air,
multi-channel video program distributors, and digital
platforms.
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.