QuickLinks -- Click here to rapidly navigate through this document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)

SINCLAIR BROADCAST GROUP, INC.
(Name of Subject Company (Issuer))

SINCLAIR TELEVISION GROUP, INC.
(Name of Filing Person (Offeror))

3.0% Convertible Senior Notes due 2027
4.875% Convertible Senior Notes due 2018
(Title of Class of Securities)		   829226AW9
829226AU3
(CUSIP Number of Class of Securities)

David D. Smith
Chairman of the Board, President and Chief Executive Officer
Sinclair Television Group, Inc.
10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500
(Name, address, and telephone numbers of person authorized to
receive notices and communications on behalf of filing persons)

Copies to:

Jeffrey B. Grill, Esq.
Pillsbury Winthrop Shaw Pittman LLP
2300 N Street, NW
Washington, D.C. 20037
(202) 663-8000

                                    


CALCULATION OF FILING FEE

 
Transaction Valuation*
   Amount of Filing Fee**
 
$429,044,000   $23,941
 
*
The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the purchase of the $294.3 million in aggregate principal amount outstanding of 3.0% Convertible Senior Notes due 2027 at the offer price of $980 per $1,000 principal amount, and the $143.5 million in aggregate principal amount outstanding of 4.875% Convertible Senior Notes due 2018 at the offer price of $980 per $1,000 principal amount.

**
$55.80 per million dollars of transaction value, in accordance with Rule 0-11(b) and Fee Rate Advisory No. 5 for fiscal year 2009.

ý
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
    
Amount Previously Paid:   $23,941.
Form or Registration No.:   Schedule TO-I.
Filing party:   Sinclair Television Group, Inc.
Date filed:   October 8, 2009.
o
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o
third-party tender offer subject to Rule 14d-1.

ý
issuer tender offer subject to Rule 13e-4.

o
going-private transaction subject to Rule 13e-3.

o
amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o
Rule 13d-4(i) (Cross-Border Issuer Tender Offer)


o
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)


INTRODUCTORY STATEMENT

        This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO, as previously amended by Amendment No. 1 and Amendment No. 2 thereto, relating to the offers by Sinclair Television Group, Inc., a Maryland corporation ("Sinclair Television Group" or the "Company"), to purchase for cash any and all of the $294.3 million aggregate principal amount outstanding of 3.0% Convertible Senior Notes due 2027 (the "3.0% Notes") at a price of $980 per $1,000 in principal amount, and the $143.5 million aggregate principal amount outstanding of 4.875% Convertible Senior Notes due 2018 (the "4.875% Notes" and, together with the 3.0% Notes, the "Securities") at a price of $980 per $1,000 in principal amount, of the Company's parent, Sinclair Broadcast Group, Inc., a Maryland corporation ("Sinclair"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 8, 2009 (the "Offer to Purchase") and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer").

        All capitalized terms used in this Amendment No. 3 but not defined have the meanings ascribed to them in the Offer to Purchase.

        All of the information set forth in the Offer to Purchase and the Letter of Transmittal is expressly incorporated by reference herein in answer to all items in this Amendment No. 3, and as more particularly set forth below:

ITEM 4.    TERMS OF THE TRANSACTION.

        (a)    Material Terms.    The information set forth under the caption "The Offers—Conditions of the Offers; Extension; Amendment; Termination" in the Offer to Purchase is amended and supplemented by the following information:

        All conditions to the Offers must be satisfied or waived on or before the Expiration Date; provided, however, that those conditions dependent upon the receipt of any governmental approvals necessary to consummate the Offers may not be waived by the Company and must be satisfied on or before the Expiration Date.

ITEM 10.    FINANCIAL STATEMENTS.

        (c)    Summary Information.    

        The following summary financial information has been derived from and should be read in conjunction with Sinclair's consolidated financial statements for the year ended December 31, 2008, as

2


filed with Sinclair's Annual Report on Form 10-K on March 4, 2009, and the quarter ended June 30, 2009, as filed with Sinclair's Quarterly Report on Form 10-Q on August 7, 2009.

 
   Six Months Ended June 30,   Year Ended December 31,  
 
   2009   2008   2008   2007  
 
   (unaudited)
   (unaudited)
    
    
  

Statements of Operations Data:

                          
 

Total revenues

   $ 313,010   $ 380,272   $ 754,474   $ 718,100  
 

Operating (loss) income

   $ (80,883 ) $ 89,530   $ (288,459 ) $ 159,170  
 

(Loss) income from continuing operations

   $ (84,344 ) $ 26,144   $ (241,350 ) $ 20,415  
 

Net (loss) income

   $ (84,561 ) $ 26,191   $ (241,491 ) $ 22,699  
 

Net loss attributable to noncontrolling interest

   $ 1,689   $ 580     N/A     N/A  
   

Net (loss) income attributable to Sinclair Broadcast Group

   $ (82,872 ) $ 26,771     N/A     N/A  

Basic and Diluted (Loss) Earnings Per Common Share:

                          
 

(Loss) earnings per share from continuing operations (basic)

   $ (1.03 ) $ 0.31   $ (2.82 ) $ 0.23  
 

(Loss) earnings per share from continuing operations (diluted)

   $ (1.03 ) $ 0.31   $ (2.82 ) $ 0.23  
 

(Loss) earnings per share (basic)

   $ (1.03 ) $ 0.31   $ (2.82 ) $ 0.26  
 

(Loss) earnings per share (diluted)

   $ (1.03 ) $ 0.31   $ (2.82 ) $ 0.26  

Balance Sheet Data:

                          
 

Current assets

   $ 158,240         $ 203,125   $ 238,616  
 

Non-current assets

   $ 1,447,901         $ 1,613,552   $ 1,986,039  
 

Total assets

   $ 1,606,141         $ 1,816,677   $ 2,224,655  
 

Current liabilities

   $ 500,361         $ 248,335   $ 225,246  
 

Non-current liabilities

   $ 1,254,436         $ 1,635,743   $ 1,743,568  
 

Total liabilities

   $ 1,754,797         $ 1,884,078   $ 1,968,814  
 

Total Sinclair Broadcast Group's Shareholders' equity (deficit)

   $ (158,688 )         N/A     N/A  
 

Noncontrolling interests

   $ 10,032           N/A     N/A  
 

Total (deficit) equity

   $ (148,656 )       $ (83,703 ) $ 252,774  

ITEM 12.    EXHIBITS.

        The Index to Exhibits shall be amended and supplemented by including the following information:

(a)(1)(ii)   Letter of Transmittal (including Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number of Substitute Form W-9), as amended.

3


 SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 is true, complete and correct.

  SINCLAIR TELEVISION GROUP, INC.

 

By:

  

/s/ DAVID B. AMY

      Name:   David B. Amy

      Title:   Secretary

Date: October 23, 2009

            



QuickLinks

INTRODUCTORY STATEMENT
SIGNATURE