Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) today announced that on June 10, 2020, the Company's indirect subsidiaries, Diamond Sports Group, LLC and Diamond Sports Finance Company, completed their previously announced private offer to exchange any and all of the Issuers' outstanding 6.625% Senior Notes due 2027 (CUSIP/ISIN 25277LAC0 /US25277LAC00; U2527JAB1 / USU2527JAB18) for a cash payment and newly issued 12.750% Senior Secured Notes due 2026 (CUSIP/ISIN 25277LAE6 / US25277LAE65; U2527JAC9 / USU2527JAC90). The Exchange Offer and Consent Solicitation (as defined below) were conducted on the terms and subject to the conditions set forth in the Confidential Offering Memorandum, Offer to Exchange and Consent Solicitation Statement, dated as of May 12, 2020.
The Exchange Offer and the Consent Solicitation expired at 12:00 midnight on June 9, 2020 (the "Expiration Time"). In the Exchange Offer, the Company accepted for exchange all of the approximately $66 million aggregate principal amount of the Senior Notes (or approximately 3.62%) that were validly tendered and not properly withdrawn in the Exchange Offer. Following settlement of the Exchange Offer, approximately $1.753 billion aggregate principal amount of Senior Notes remained outstanding. The Company (i) issued approximately $31 million aggregate principal amount of New Secured Notes and (ii) made cash payments totaling approximately $10 million (including accrued but unpaid interest) in exchange for the validly tendered and not properly withdrawn Senior Notes. As of the Expiration Time, the consents delivered in the concurrent consent solicitation (the "Consent Solicitation") did not meet the amount required under the indenture governing the Senior Notes (the "Senior Notes Indenture") to approve the proposed amendments to the Senior Notes Indenture.
Only holders of Senior Notes who duly completed and submitted an eligibility letter were authorized to receive the Offering Documents and participate in the Exchange Offer and Consent Solicitation ("Eligible Holders"). The eligibility letters included certifications that the holders of the Senior Notes were either (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 were purchasing the New Secured Notes in an offshore transaction in accordance with Regulation S.
The Senior Notes and the New Secured Notes have not been and will not be registered under the Securities Act or any state securities laws. Therefore, neither the Senior Notes nor the New Secured Notes may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.
This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to exchange or purchase the New Secured Notes or any other securities. In addition, this press release is neither an offer to purchase nor a solicitation of an offer to sell any Senior Notes. The Exchange Offer and the Consent Solicitation were only made pursuant to the Offering Documents and were only made to Eligible Holders. The Exchange Offer was not made to holders of Senior Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. The New Secured Notes were not approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the Offering Documents.
