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.

On March 1, 2022, Diamond Sports Group, LLC ("DSG") and Diamond Sports Finance
Company (the "Co-Issuer," and together with DSG, the "Issuers"), indirect
wholly-owned subsidiaries of Sinclair 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 of March 1, 2022 by and among Diamond 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 of August 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 of March 1, 2022 by and among the Issuers, the guarantors
named therein, and U.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 as March 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 Third Lien 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 of May 2026 (which was extended from an August 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 of
March 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 Third Lien Credit
Agreement are collectively referred to as the "DSG Credit Agreements".


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•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 of August 2, 2019 by and among the Issuers, Holdings,
the guarantors parties thereto and US 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
dated March 1, 2022 by and among the Issuers, Holdings and US 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 on March 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 Third Lien 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 and August 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 is August 24, 2026. The DSG 5.375% Secured
Second Lien Notes will mature on August 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 the U.S. or, if The Wall Street
Journal ceases to quote such rate, the highest per annum interest rate published
by the Federal 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 the Federal 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

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rate of 5.375% per annum, from February 15, 2022and payable semi-annually on February 15 and August 15th of each year, from August 15, 2022.

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 to August 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 to August
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 on August 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, until
August 15, 2023, 102.688% of the aggregate principal amount thereof redeemed;
from on and after August 15, 2023 until August 15, 2024, at a redemption price
of 101.344% of the aggregate principal amount thereof redeemed; and from on and
after August 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).

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