Sinclair, Inc. Enters Material Definitive Agreement

TL;DR

Sinclair Inc. just signed a big deal, creating a new financial obligation. Watch this space.

AI Summary

On February 10, 2025, Sinclair, Inc. entered into a material definitive agreement, creating a direct financial obligation. The filing details this agreement and related financial obligations, with Sinclair Broadcast Group, LLC also listed as a filer.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Sinclair, Inc., which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks related to the terms of the agreement and the company's ability to meet its obligations.

Key Players & Entities

• Sinclair, Inc. (company) — Filer and party to the agreement
• Sinclair Broadcast Group, LLC (company) — Related entity and filer
• 20250210 (date) — Date of the reported event

FAQ

Key Financial Figures

• $1,430 million — ture On February 12, 2025, STG issued $1,430 million aggregate principal amount of 8.125% Fi
• $1,175 million — on hand were, or will be, used to repay $1,175 million aggregate principal amount of outstandi
• $575.0 million — 2025, STG and SBG entered into an up to $575.0 million aggregate principal amount first-out fi
• $75.0 million — cility (the "RCF Exchange"). Lenders of $75.0 million aggregate principal amount of revolving
• $711.4 million — uary 12, 2025, lenders of approximately $711.4 million and $731.3 million aggregate principal
• $731.3 million — ers of approximately $711.4 million and $731.3 million aggregate principal amount of outstandi
• $2.7 million — Term Loans. The remaining approximately $2.7 million of TLB-3 Term Loans held by lenders tha
• $267.2 million — uary 12, 2025, STG issued approximately $267.2 million aggregate principal amount of Exchange
• $63.6 million — rchase or redeem for cash approximately $63.6 million aggregate principal amount of Existing
• $104.0 million — ncipal amount thereof and approximately $104.0 million aggregate principal amount of STG's 5.1
• $432 million — ty to the Transaction Support Agreement $432 million aggregate principal amount of STG's 9.7

Filing Documents

• d933368d8k.htm (8-K) — 88KB
• d933368dex41.htm (EX-4.1) — 1160KB
• d933368dex42.htm (EX-4.2) — 88KB
• d933368dex43.htm (EX-4.3) — 1142KB
• d933368dex44.htm (EX-4.4) — 1111KB
• d933368dex101.htm (EX-10.1) — 1263KB
• d933368dex102.htm (EX-10.2) — 1679KB
• 0001193125-25-025610.txt ( ) — 8093KB
• sbgi-20250210.xsd (EX-101.SCH) — 5KB
• sbgi-20250210_cal.xml (EX-101.CAL) — 1KB
• sbgi-20250210_def.xml (EX-101.DEF) — 12KB
• sbgi-20250210_lab.xml (EX-101.LAB) — 20KB
• sbgi-20250210_pre.xml (EX-101.PRE) — 13KB
• d933368d8k_htm.xml (XML) — 6KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 10, 2025 Date of Report (Date of earliest event reported) Sinclair, Inc. (Exact name of registrant as specified in its charter) Maryland 333-271072 92-1076143 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number) Sinclair Broadcast Group, LLC (Exact name of registrant as specified in its charter) Maryland 000-26076 52-1494660 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 10706 Beaver Dam Road Hunt Valley , MD 21030 (Address of principal executive offices and zip code) ( 410 ) 568-1500 (Registrants' telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Sinclair, Inc. Title of each class Trading Symbol Name of each exchange on which registered Class A Common Stock, par value $ 0.01 per share SBGI The NASDAQ Stock Market LLC Sinclair Broadcast Group, LLC Title of each class Trading Symbol Name of each exchange on which registered None N/A N/A Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Sinclair, Inc. Sinclair Broadcast Group, LLC If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Sinclair, Inc. Sinclair Broadcast Group, LLC Item1.01 Entry into a Material Definitive Agreement. As previously disclosed by Sinclair, Inc. (the "Company"), on January 12, 2025, Sinclair Television Group, Inc. ("STG") and certain affiliated entities, including its direct parent, Sinclair Broadcast Group, LLC ("SBG"), entered into a Transaction Support Agreement (including the attached term sheet and other attachments thereto, the "Transaction Support Agreement") with certain of STG's secured creditors, including lenders holding term loans under STG's existing credit facilities governed by STG's existing bank credit agreement (the "Existing Credit Agreement") and various holders of STG's outstanding 4.125% Senior Secured Notes due 2030 (the "Existing 2030 Notes"), on the principal terms of new money financings and a debt recapitalization to strengthen the Company's balance sheet and better position it for long-term growth. In connection with the Transaction Support Agreement, STG consummated the following transactions (the "Transactions"): First-Out First Lien Notes Offering and Indenture On February 12, 2025, STG issued $1,430 million aggregate principal amount of 8.125% First-Out First Lien Secured Notes due 2033 (the "New First-Out Notes"), which mature on February 15, 2033, pursuant to an indenture, dated as of February 12, 2025 (the "First-Out Notes Indenture") by and among STG and the other guarantors identified therein and U.S. Bank Trust Company, National Association, as trustee and collateral trustee for the New First-Out Notes. The net proceeds from the private placement of the New First-Out Notes, plus cash on hand were, or will be, used to repay $1,175 million aggregate principal amount of outstanding term loans B-2 under the Existing Credit Agreement, to consummate the AHG Notes Repurchase (as defined below), and to pay related fees and expenses related to the Transactions. The New First-Out Notes were priced at 100.0% of their principal value and bear interest at a rate of 8.125% per annum payable semi-annually on February 15 and August 15, commencing August 15, 2025. Prior to February 15, 2028, STG may redeem the New First-Out Notes, in whole or in part, at any time or from time to time at a price equal to 100% of the principal amount of the New First-Out Notes, plus accrued and unpaid interest, if any, to the redemption date, plus a "make-whole" premium as set forth in the First-Out Notes Indenture. On or prior to February 15, 2028, STG may redeem up to 40% of the aggregate principal amount of the New First-Out Notes (including the aggregate principal amount of any ad

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View this 8-K filing on SEC EDGAR