SINCLAIR BROADCAST GROUP INC: Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Supporting Documentation (Form 8-K)
Section 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.
OnMarch 1, 2022 ,Diamond Sports Group, LLC ("DSG") andDiamond Sports Finance Company (the "Co-Issuer," and together with DSG, the "Issuers"), indirect wholly-owned subsidiaries ofSinclair Broadcast Group, Inc. (the "Company"), consummated the following financing transactions (the "Transaction"): •DSG First Lien Term Loan:$635 million of a newly funded first-priority lien term loan (the "DSG First Lien Term Loan") pursuant to a new first-priority lien credit agreement dated as ofMarch 1, 2022 by and amongDiamond Sports Intermediate Holdings, LLC , the direct parent of DSG ("DSIH"), DSG,Wilmington Savings Fund Society , FSB ("WSFS"), as administrative agent and collateral agent and the lenders party thereto (the "DSG First Lien Credit Agreement"), ranking first in lien priority on shared collateral ahead of (i) new second lien credit facilities issued in exchange for existing loans and/or commitments under DSG's existing credit agreement dated as ofAugust 23, 2019 , by and among DSIH, DSG,JP Morgan Chase Bank, N.A. ("JPMCB"), as administrative agent and collateral agent, and the lenders party thereto (as amended or otherwise modified to date, the "Existing DSG Credit Agreement"), which new credit facilities rank second in lien priority on shared collateral, (ii) the Issuer's 5.375% Second Lien Secured Notes due 2026 (the "DSG 5.375% Second Lien Secured Notes") issued pursuant to an indenture dated as ofMarch 1, 2022 by and among the Issuers, the guarantors named therein, andU.S. Bank Trust Company, National Association ("US Bank "), as trustee and notes collateral agent (the "DSG 5.375% Secured Second Lien Notes Indenture"), in exchange for the Issuer's existing 5.375% Secured Notes due 2026 (the "DSG 5.375% Secured Notes") tendered by the early tender time in an exchange offer and consent solicitation (the "Exchange Offer"), each of which new secured notes rank second in lien priority on shared collateral and (iii) loans and/or commitments under the Existing DSG Credit Agreement, as amended by the Second Amendment dated asMarch 1, 2022 by and among DSIH, DSG, WSFS, as successor administrative agent and collateral agent and the lenders party thereto (as amended by the Second Amendment, the "DSG ThirdLien Credit Agreement") and the DSG 5.375% Secured Notes in each case that did not participate in or consent to the Transaction, each of which non-participating loans and/or commitments and non-participating secured notes rank third in lien priority on shared collateral. •DSG First and Second Lien Credit Facilities and DSG 5.375% Second Lien Secured Notes: All lenders under the Existing DSG Credit Agreement that participated in the applicable Transaction and all holders of DSG 5.375% Secured Notes that participated in the Exchange Offer exchanged their applicable existing debt holdings for: •In the case of existing term loans under the DSG Credit Agreement, new second-priority lien term loans (the "DSG Second Lien Term Loan"), with the same or substantially the same maturity, pricing and other economic terms as the existing term loans under the Existing DSG Credit Agreement, but with more restrictive covenants and other terms substantially consistent with the DSG First Lien Term Loan, at an exchange rate of$100 of DSG Second Lien Term Loans for each$100 of existing term loans under the Existing DSG Credit Agreement. •In the case of the DSG's existing revolving credit facility under the Existing DSG Credit Agreement (the "Existing DSG Revolving Credit Facility"), a new second-priority lien revolving credit facility (the "DSG Second Lien Revolving Credit Facility," together with the DSG Second Lien Term Loan, the "DSG Second Lien Credit Facilities", and together with the DSG First Lien Term Loan, the "DSG First and Second Lien Credit Facilities") with more restrictive covenants and other terms as compared with the Existing DSG Revolving Credit Facility, which terms are substantially consistent with the DSG Second Lien Term Loan other than a maturity date ofMay 2026 (which was extended from anAugust 2024 maturity under the Existing DSG Revolving Credit Facility), and were exchanged into the DSG Second Lien Revolving Credit Facility for a principal amount equal to 35.0% of such lender's total revolving commitments existing under the Existing DSG Revolving Credit Facility. The DSG Second Lien Credit Facilities were issued pursuant to a new second-priority lien credit agreement dated as ofMarch 1, 2022 by and among DSIH, DSG, WSFS, as term facility agent and collateral agent, JPMCB, as revolving credit facility agent and the lenders party thereto (the "DSG Second Lien Credit Agreement," and together with the DSG First Lien Credit Agreement, the "DSG First and Second Lien Credit Agreements"). The DSG First and Second Lien Credit Agreements and the DSG ThirdLien Credit Agreement are collectively referred to as the "DSG Credit Agreements". -------------------------------------------------------------------------------- •In the case of the DSG 5.375% Secured Notes, the DSG 5.375% Second Lien Secured Notes, with the same or substantially the same maturity, pricing and other economic terms as the DSG 5.375% Secured Notes, but having a second-priority lien and restrictive covenants and other terms substantially consistent with the DSG First Lien Term Loan, at an exchange rate of$1,000 of DSG 5.375% Second Lien Secured Notes for each$1,000 of DSG 5.375% Secured Notes validly tendered and accepted as of the early tender time under the Exchange Offer. •Non-Participating Lenders under the DSG Credit Agreement and DSG 5.375% Secured Notes: All loans under the DSG Credit Agreement that did not participate in the Transaction (the "DSG Third Lien Term Loan") and all DSG 5.375% Secured Notes that did not participate in the Exchange Offer rank third in lien priority on shared collateral behind each of the DSG First and Second Lien Credit Facilities and the DSG 5.375% Second Lien Secured Notes, and certain of the covenants, events of default and related definitions in the Existing DSG Credit Agreement and the indenture dated as ofAugust 2, 2019 by and among the Issuers, Holdings, the guarantors parties thereto andUS Bank , as trustee and notes collateral agent (as amended, supplemented or otherwise modified to date, the "DSG 5.375% Secured Notes Indenture") were eliminated pursuant to the Second Amendment to the Existing DSG Credit Agreement and pursuant Supplemental Indenture No. 4 datedMarch 1, 2022 by and among the Issuers, Holdings andUS Bank , as trustee and notes collateral agent, to the DSG 5.375% Secured Notes Indenture ("Supplemental Indenture No. 4"), respectively. •Satisfaction, Discharge and Redemption of DSG 12.750% Secured Notes. DSG satisfied and discharged the indenture governing the Issuer's 12.750% Senior Secured Notes due 2026 (the "DSG 12.750% Secured Notes"), and is expected to redeem the DSG 12.750% Secured Notes onMarch 2, 2022 . The redemption price is equal to the sum of 100% of the principal amount of the DSG 12.750% Secured Notes outstanding plus the Applicable Premium (as defined in the indenture governing the DSG 12.750% Secured Notes), together with accrued and unpaid interest on the principal amount being redeemed up to, but not including,March 2, 2022 . Immediately following the Transactions, DSG had$635 million aggregate principal amount of DSG First Lien Term Loan under the DSG First Lien Credit Agreement, approximately$3,036 million aggregate principal amount of DSG 5.375% Second Lien Notes outstanding, approximately$14 million aggregate principal amount of DSG 5.375% Secured Notes outstanding, approximately$3,449 million aggregate principal amount outstanding of DSG Second Lien Term Loan under the DSG Second Lien Credit Agreement, and approximately$4 million aggregate principal amount outstanding of DSG Third Lien Term Loan under the DSG ThirdLien Credit Agreement. In addition, DSG had$227.5 million of availability under the DSG Second Lien Revolving Credit Facility. Amortization and Maturity. The DSG First Lien Term Loan and the DSG Second Lien Term Loan both amortize in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of such term loans (commencing, in the case of the DSG First Lien Term Loan, with the first full fiscal quarter after the closing date thereof), with the balance being payable on the respective maturity date of such term loans (May 25, 2026 for the DSG First Lien Term Loan andAugust 24, 2026 for the DSG Second Lien Term Loan. The DSG Third Lien Term Loan continues to amortizes in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of such term loans, with the balance being payable on the maturity date of the DSG Third Lien Term Loan, which date isAugust 24, 2026 . The DSG 5.375% Secured Second Lien Notes will mature onAugust 15, 2026 . Interest Rate. Borrowings under the DSG First and Second Lien Credit Facilities bear interest, at a rate per annum equal to an applicable margin of 7.00% in the case of base rate DSG First Lien Term Loan borrowings or 8.00%, plus customary credit spread adjustments in the case of Term SOFR rate DSG First Lien Term Loan borrowings; at a rate per annum equal to an applicable margin of 2.25% in the case of base rate DSG Second Lien Term Loan borrowings or 3.25% plus customary credit spread adjustments in the case of Term SOFR rate DSG Second Lien Term Loan borrowings; and 2.00% in the case of base rate DSG Second Lien Revolving Credit Facility borrowings or 3.00% plus customary credit spread adjustments in the case of Term SOFR rate DSG Second Lien Revolving Credit Facility borrowings, and, in the case of the DSG Second Lien Revolving Credit Facility, subject to decrease if the specified second lien net leverage ratio is less than or equal to certain levels, in each such case over either, at our option, (a) a base rate determined by reference to the highest of (1) the "Prime Rate" last quoted by The Wall Street Journal as the "Prime Rate" in theU.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by theFederal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the "bank prime loan" rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by theFederal Reserve Board (as determined by the Administrative Agent), (2) the federal funds effective rate plus ½ of 1% and (3) the Term SOFR rate for a one month interest period (including the applicable credit spread adjustment) plus 1.00% or (b) the Term SOFR rate determined by reference to the interest period relevant to such borrowing, subject to a 0% interest rate floor. The 5.375% Secured Second Lien Notes will bear interest at a --------------------------------------------------------------------------------
rate of 5.375% per annum, from
Costs. DSG is required to pay a commitment fee on any unused commitment under the DSG Revolving Credit Facility. DSG is also required to pay customary letter of credit fees under this agreement.
Redemption. Prior toAugust 15, 2022 , the Issuers may redeem the DSG 5.375% Secured Second Lien Notes, in whole or in part, at any time or from time to time, at a price equal to 100.0% of the principal amount of the DSG 5.375% Secured Second Lien Notes plus accrued and unpaid interest, if any, to the date of redemption, plus a ''make-whole'' premium. In addition, on or prior toAugust 15, 2022 , the Issuers may redeem up to 40% of the 5.375% Secured Second Lien Notes using the proceeds of certain equity offerings at a redemption price of 105.375% of the aggregate principal amount thereof being redeemed plus accrued and unpaid interest, if any, to the date of redemption. Beginning onAugust 15, 2022 , the Issuers may redeem the DSG 5.375% Secured Second Lien Notes, in whole or in part, at any time or from time to time at a redemption price of, untilAugust 15, 2023 , 102.688% of the aggregate principal amount thereof redeemed; from on and afterAugust 15, 2023 untilAugust 15, 2024 , at a redemption price of 101.344% of the aggregate principal amount thereof redeemed; and from on and afterAugust 15, 2024 , at par, plus in each case accrued and unpaid interest, if any, to the date of redemption. Prepayments. The DSG First and Second Lien Credit Agreements contain customary mandatory prepayment requirements, including with respect to excess cash flow, asset sale proceeds and proceeds from certain incurrences of indebtedness. DSG may voluntarily repay outstanding loans under the DSG First Lien Term Loan at a prepayment price equal to 100% of the principal amount of the DSG First Lien Term Loan being prepaid plus accrued and unpaid interest, if any, to the prepayment date plus (i) prior to the third anniversary of the closing date of DSG First Lien Term Loan, a make-whole premium (to be defined based on the net present value, calculated on the basis of a treasury rate + 50 basis points, of the interest payments that would have otherwise been paid up to such third anniversary date) plus a prepayment charge equal to 7.0% of the principal amount so prepaid, (ii) 7.0% of the amount so prepaid, if such prepayment occurs on or after the third anniversary of the closing date of the DSG First Lien Term Loan but prior to the date that is one year prior to the maturity date of the DSG First Lien Term Loan, and (iii) 0.0%, if such prepayment occurs on or after the date that is one year prior to the maturity date of the DSG First Lien Term Loan, and in each case subject to customary breakage costs with respect to Term SOFR rate loans. DSG may voluntarily repay outstanding loans under the DSG Second Lien Credit Facilities at any time without premium or penalty, other than customary breakage costs with respect to Term SOFR loans. Security. All obligations under the DSG First Lien Term Loan are secured, subject to permitted liens and other customary exceptions, by: (i) a perfected first priority pledge of (a) all the equity interests of DSG and each wholly owned restricted subsidiary of DSIH that is directly held by DSIH, DSG or a subsidiary guarantor, (b) subject to certain exceptions, the equity held by such entities in non-wholly owned restricted subsidiaries and (c) in certain limited . . .
Item 9.01 Financial statements and supporting documents.
(d) Exhibits
Exhibit No. Description 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document).
————————————————– ——————————
© Edgar Online, source
Comments are closed.