Sinclair Broadcast Group Inc. Announces Successful Early Participation in Private Debt Exchange Offer

The exchange offer, which was initially announced in late January 2025, allows eligible holders of STG's 4.375% Second-Out First Lien Secured Notes due 2032 to exchange their notes for outstanding 4.125% Senior Secured Notes due 2030. The offer also included a solicitation for consents regarding proposed amendments to the existing indenture governing these notes.

As of the early tender deadline on February 7, 2025, approximately $267.2 million, representing about 36.24% of the outstanding notes not owned by Sinclair or its affiliates, had been validly tendered. Moreover, an additional $463.6 million, or 62.87%, of outstanding notes had submitted consents without tendering their notes through the "Consent Only Option." This overwhelming participation allowed Sinclair to secure the requisite consents needed to proceed with the proposed amendments to the existing indenture.

The company plans to enter into Supplemental Indenture No. 4 today, which will implement several critical amendments. These amendments aim to:

These changes are expected to enhance Sinclair's operational capabilities and provide a more favorable financial environment as the company navigates its obligations.

The early settlement for the validly tendered notes is scheduled for February 12, 2025. Eligible holders who did not participate by the early tender time have until March 7, 2025, to tender their notes in the exchange offer.

The total consideration for eligible holders who participated before the early tender deadline is $1,000 per $1,000 principal amount of existing notes tendered. However, those who tender after this date will receive a lower exchange consideration of $990.

Interest payments will accrue until the early settlement date, and holders whose notes are accepted for exchange will receive accrued interest from the preceding payment date until the settlement date.

This private debt exchange offer and consent solicitation comes at a crucial time for Sinclair as the media industry continues to face challenges, including declining traditional viewership and increasing competition in the digital space. By restructuring its debt, Sinclair aims to solidify its financial footing and position itself for future growth opportunities.

J.P. Morgan Securities LLC is acting as the sole Dealer Manager for this exchange offer, reflecting the importance of the transaction within the financial market.

As Sinclair moves forward with these significant changes, investors and analysts will be keenly observing the company’s performance and strategic initiatives in the coming months.

This press release does not constitute an offer to sell or solicit any securities and is made only pursuant to the terms of the official offer documents. Forward-looking statements are subject to various risks and uncertainties, and actual results may differ from expectations.