BALTIMORE, Aug. 2, 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 closed 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 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 Issuers have deposited 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; 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.