Sinclair, Inc. (“Sinclair” or the “Company”) (Nasdaq: SBGI) today announced the early participation and consent results for Sinclair Television Group, Inc. (“STG” or the “Issuer”) in connection with its previously announced (i) private exchange offer (the “Exchange Offer”) to Eligible Holders (as defined below) of 4.375% Second-Out First Lien Secured Notes due 2032 (the “Exchange Second-Out Notes”) for any and all of the Issuer’s outstanding 4.125% Senior Secured Notes due 2030 (the “Existing Notes”) and (ii) the solicitation of consents (the “Consent Solicitation”) from holders of the Existing Notes with respect to certain amendments, supplements and other modifications (the “Amendments”) to the indenture governing the Existing Notes (the “Existing Indenture”), on the terms and subject to the conditions set forth in a Confidential Offering Memorandum, Offer to Exchange and Consent Solicitation Statement dated January 27, 2025, as amended and supplemented by Supplement No. 1 dated January 30, 2025 (the “Offer Documents”). Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Offer Documents.

The Issuer has been advised that as of 5:00 p.m., New York City time, on February 7, 2025 (the “Early Tender Time”), approximately $267.2 million aggregate principal amount, representing approximately 36.24%, of outstanding Existing Notes not owned by the Issuer or any of its affiliates, had been validly tendered (and not validly withdrawn) pursuant to the Exchange Offer, and the corresponding consents were delivered (and not validly revoked) pursuant to the Consent Solicitation. The Issuer has also been advised that as of 5:00 p.m., New York City time, on February 7, 2025, holders of approximately $463.6 million aggregate principal amount, representing approximately 62.87%, of outstanding Existing Notes not owned by the Issuer or any of its affiliates, delivered (and did not validly revoke) their consents without tendering Existing Notes (the “Consent Only Option”). The Issuer must receive the consents from holders of at least two-thirds (66 2/3%) in aggregate principal amount of outstanding Existing Notes not owned by the Issuer or any of its affiliates (the “Requisite Notes Consents”) to adopt the proposed Amendments. As of the Early Tender Time, the Requisite Notes Consents have been delivered.

The Issuer and the guarantors of the Existing Notes expect to enter into a Supplemental Indenture No. 4 (the “Supplemental Indenture”) to the Existing Indenture providing for the Amendments today (February 10, 2025). The Amendments, among other things, (i) eliminate substantially all of the restrictive covenants and certain of the events of default and related definitions contained in the Existing Indenture, (ii) permit STG to consummate the financing transactions described in the previously disclosed transaction support agreement and (iii) provide for the release and termination of the liens on the collateral securing the Existing Notes that remain outstanding following completion of the Exchange Offer. The Supplemental Indenture will be effective immediately upon execution thereof, but the Amendments will not be operative until the time when all of the Existing Notes that have been validly tendered (and not validly withdrawn) prior to the Early Tender Time have been accepted for exchange in accordance with the terms of the Offer Documents. The Issuer expects settlement of the Existing Notes validly tendered (and not validly withdrawn) by the Early Tender Time to occur on February 12, 2025 (“Early Settlement Date”).

Withdrawal rights for the Exchange Offer expired at 5:00 p.m., New York City time, on February 7, 2025, and, accordingly, Existing Notes validly tendered in the Exchange Offer may no longer be withdrawn, and consents delivered in the Consent Solicitation (including consents delivered with respect to the Consent Only Option) may not be revoked, subject to limited exceptions.

Eligible Holders of the Existing Notes who validly tendered (and did not validly withdraw) their Existing Notes prior to the Early Tender Time will be entitled to receive the total consideration listed below, as described in the Offer Documents.

 

Consideration per $1,000 Principal Amount of Existing Notes Tendered

 

CUSIP/ISIN

Total Consideration

829259BA7 / US829259BA72;

U8275QAK6 / USU8275QAK68

$1,000 in aggregate principal amount of Exchange Second-Out Notes

Upon settlement of the Existing Notes validly tendered (and not validly withdrawn) by the Early Tender Time, the Issuer expects to issue approximately $267.2 million aggregate principal amount of Exchange Second-Out Notes in exchange for the validly tendered and not validly withdrawn Existing Notes.

Eligible Holders who have not yet tendered or have validly withdrawn their Existing Notes have until 11:59 P.M., New York City time, on March 7, 2025, unless extended by the Issuer (such time and date, as it may be extended, the “Expiration Time”) to tender their Existing Notes pursuant to the Exchange Offer. Eligible Holders of the Existing Notes who validly tender (and do not validly withdraw) their Existing Notes after the Early Tender Time but at or prior to the Expiration Time will be entitled to receive only the exchange consideration listed below, as described in the Offer Documents. Such exchanges will be settled promptly by the Issuer after the Expiration Time, which is expected to occur on March 12, 2025 (the “Final Settlement Date”), three business days following the Expiration Time, assuming the conditions to the Exchange Offer have either been satisfied or waived by the Issuer at or prior to the Expiration Time.

 

Consideration per $1,000 Principal Amount of Existing Notes Tendered

CUSIP/ISIN

 

Exchange Consideration

829259BA7 / US829259BA72;

U8275QAK6 / USU8275QAK68

 

$990 in aggregate principal amount of

Exchange Second-Out Notes

Holders who validly tender their Existing Notes after the Early Tender Time will be deemed to consent to the Amendments, and holders may not deliver consents to the Amendment without validly tendering their Existing Notes in the Exchange Offer.

In addition to the exchange consideration set out in the tables above, Eligible Holders whose Existing Notes are accepted for exchange will receive a cash payment equal to the accrued and unpaid interest on such Existing Notes from and including the immediately preceding interest payment date for such Existing Notes to, but excluding, the Early Settlement Date. For the avoidance of doubt, accrued interest for such Existing Notes will cease to accrue on the Early Settlement Date for all Existing Notes accepted in the Exchange Offer, and Eligible Holders whose Existing Notes are tendered after the Early Settlement Date and are accepted for purchase will not receive payment in respect of any interest for the period from and including the Early Settlement Date. Under no circumstances will any interest be payable because of any delay in the transmission of funds to Eligible Holders by DTC or its participants.

The first interest payment for the Exchange Second-Out Notes issued in the exchange will include interest from the Early Settlement Date (regardless whether they were issued on such date or the Final Settlement Date) on the principal amount of such Exchange Second-Out Notes.

The Exchange Offer and Consent Solicitation, including the Issuer’s acceptance of validly tendered Existing Notes and payment of the applicable consideration, is conditioned on the satisfaction or waiver of certain conditions precedent, including, but not limited to, the Transactions Condition, as further described in the Offer Documents. The Issuer may terminate, withdraw, amend or extend the Exchange Offer and/or Consent Solicitation in its sole discretion, subject to certain exceptions.

The Exchange Offer is being made, and the Exchange Second-Out Notes are being offered and issued, only to holders of Existing Notes who are reasonably believed to be (i) “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or (ii) not U.S. persons (as defined in Regulation S under the Securities Act) or purchasing for the account or benefit of U.S. persons, other than a distributor, and are purchasing the Exchange Second-Out Notes in an offshore transaction in accordance with Regulation S. The holders of Existing Notes who are eligible to participate in the Exchange Offer pursuant to the foregoing conditions are referred to as “Eligible Holders.” Only Eligible Holders are authorized to receive or review the Offer Documents or to participate in the Exchange Offer and Consent Solicitation.

J.P. Morgan Securities LLC is acting as sole Dealer Manager for the Exchange Offer and Consent Solicitation.

The Offer Documents will be distributed only to holders of Existing Notes that complete and return a letter of eligibility confirming that they are Eligible Holders. Copies of the eligibility letter are available to holders through the information and exchange agent for the Exchange Offer and Consent Solicitation, Ipreo LLC, at (888) 593-9546 (U.S. toll-free) or (212) 849-3880 (Banks and Brokers) or ipreo-exchangeoffer@ihsmarkit.com.

The Exchange Offer and Consent Solicitation is made only by, and pursuant to the terms of, the Offer Documents, and the information in this news release is qualified by reference thereto.

This press release shall not constitute an offer to sell or the solicitation of an offer to exchange or purchase the Exchange Second-Out Notes, nor shall there be any offer or exchange of the Exchange Second-Out Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. In addition, this press release is neither an offer to exchange or purchase nor a solicitation of an offer to sell any Existing Notes in the Exchange Offer or a solicitation of consents to the Amendments, and this press release does not constitute a notice of redemption with respect to any securities.

The Exchange Second-Out Notes have not been and will not be registered under 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 Exchange Second-Out Notes are being offered for exchange only to persons reasonably believed to be (i) “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or (ii) not U.S. persons (as defined in Regulation S under the Securities Act) or purchasing for the account or benefit of U.S. persons, other than a distributor, and are purchasing the Exchange Second-Out Notes in an offshore transaction in accordance with Regulation S.

Forward-Looking Statements:

The matters discussed in this news release, particularly those in the section labeled “Outlook,” include forward-looking statements regarding, among other things, the other Transactions. 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, the occurrence of any event, change or other circumstance that could give rise to the termination of the other Transactions or the Exchange Offer and/or Consent Solicitation, the ability to negotiate and reach agreement on definitive documentation relating to the other Transactions or the Exchange Offer and/or Consent Solicitation, the ability to satisfy closing conditions to the completion of the other Transactions or the Exchange Offer and/or Consent Solicitation; the Company’s ability to achieve the anticipated benefits from the other Transactions and the Exchange Offer and/or Consent Solicitation; other risks related to the completion of the other Transactions, the Exchange Offer or the Consent Solicitation and actions related thereto, the Company’s ability the rate of decline in the number of subscribers to services provided by traditional and virtual multi-channel video programming distributors; the Company’s ability to generate cash to service its substantial indebtedness; the successful execution of outsourcing agreements; the successful execution of retransmission consent agreements; the successful execution of network and Distributor affiliation agreements; the Company’s ability to identify and consummate acquisitions and investments, to manage increased financial leverage resulting from acquisitions and investments, and to achieve anticipated returns on those investments once consummated; the Company’s ability to compete for viewers and advertisers; pricing and demand fluctuations in local and national advertising; the appeal of the Company’s programming and volatility in programming costs; material legal, financial and reputational risks and operational disruptions resulting from a breach of the Company’s information systems; the impact of FCC and other regulatory proceedings against the Company; compliance with laws and uncertainties associated with potential changes in the regulatory environment affecting the Company’s business and growth strategy; the impact of pending and future litigation claims against the Company; the Company’s limited experience in operating or investing in non-broadcast related businesses; 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.

Category: Financial

Investor Contacts: Christopher C. King, VP, Investor Relations Billie-Jo McIntire, VP, Corporate Finance (410) 568-1500

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