Sinclair, Inc. (“Sinclair” or the “Company”) (Nasdaq: SBGI) announced today that its wholly-owned subsidiary, Sinclair Television Group, Inc. (the “Issuer”), intends to offer in a private placement, subject to market conditions and other factors, $1,430 million aggregate principal amount of First-Out First Lien Secured Notes due 2033 (the “2033 Notes”).

The Issuer expects to use the net proceeds from the private placement of the 2033 Notes, together with funds raised from other financing transactions (the “Transactions”) contemplated by the previously disclosed transaction support agreement (the “Transaction Support Agreement”), to repay the Issuer’s outstanding $1,175 million of aggregate principal amount of term loans B-2 under the Issuer’s existing credit agreement, to purchase notes held by certain parties to the Transaction Support Agreement and to pay related fees and expenses related to the Transactions.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the 2033 Notes, nor shall there be any offer or sale of the 2033 Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. This press release is neither an offer to purchase or exchange nor a solicitation of an offer to sell or exchange any other securities, and this press release does not constitute a notice of redemption with respect to any securities.

The 2033 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 2033 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.

Forward-Looking Statements:

The matters discussed in this news release include forward-looking statements regarding, among other things, the 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 Transaction Support Agreement, the ability to negotiate and reach agreement on definitive documentation relating to the Transactions and the offering of the 2033 Notes, the ability to satisfy closing conditions to the completion of the Transactions and the offering of the 2033 Notes; the Company’s ability to achieve the anticipated benefits from the Transactions and the offering of the 2033 Notes; other risks related to the completion of the Transactions, the offering of the 2033 Notes 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 (“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

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