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Sinclair Broadcast Group Subsidiary Diamond Sports Group Enters Transaction Support Agreement With Various Lenders

Diamond Sports Group, LLC (“DSG” or the “Company”), a wholly-owned subsidiary of Sinclair Broadcast Group, Inc. (NASDAQ: SBGI) (“Sinclair”), today announced that it and Sinclair have entered into a Transaction Support Agreement (including the attached term sheet, the “TSA”) with various lenders holding term loans (“Existing Term Loans”) under the Company’s existing credit facilities (the “Existing Credit Facilities”) and various holders of the Company’s outstanding 5.375% Senior Secured Notes due 2027 (the “5.375% Secured Notes”) and the Company’s 12.75% Senior Secured Notes due 2026 (the “12.75% Secured Notes” and, together with the 5.375% Secured Notes, the “Existing Secured Notes”), on the principal terms of a new money financing and recapitalization (the “Transaction”), whereby the Company intends to raise $600 million in new capital and to defer the cash payment of a portion of its management fee to Sinclair, which together are expected to provide approximately $1.0 billion of liquidity enhancement over the next five years to the Company and enable the Company to strengthen its balance sheet and better position itself for long-term growth.

The lenders party to the TSA represent approximately 49.7% of the aggregate principal amount of the Company’s Existing Term Loans. The noteholders party to the TSA represent approximately 53.7% of the aggregate principal amount of the 5.375% Secured Notes and approximately 16.7% of the aggregate principal amount of the 12.75% Secured Notes.

“The transaction as contemplated in this agreement demonstrates the support of both our creditors and Sinclair in positioning Diamond for success for the long term,” said Chris Ripley, Sinclair’s President and Chief Executive Officer. “The additional liquidity gained by this incremental financing, as well as recent digital rights renewals with the NHL and NBA, enables us to proceed with our plans to launch Diamond’s direct-to-consumer offering, which is important to its future state. The platform will offer a more personalized and interactive viewing experience that we believe will appeal to a wider audience and better engage viewers while offering additional revenue streams for Diamond, driving growth in the business in the years ahead.”

All lenders of Existing Term Loans, all lenders of loans and commitments under the Company’s existing revolving credit facility (including letter of credit and swingline sub-facilities, the “Existing Revolver”) and, subject to eligibility criteria to be specified in an exchange offer and consent solicitation (the “Exchange Offer”) pursuant to which the consents to the Transaction are expected to be solicited from holders of the Existing Secured Notes, all holders of Existing Secured Notes, will in each case be offered the opportunity to participate in the Transaction on a pro rata basis. The Transaction, once finalized, will provide for the following, including the amendment of certain existing debt documents to permit the following:

New Money Loans: $600 million of a newly funded first-priority lien term loan (the “New First Lien Term Loan”) ranking first in lien priority on shared collateral ahead of (i) second lien credit facilities issued in exchange for existing loans and/or commitments under the Existing Credit Facilities and second-priority lien secured notes issued in exchange for the Existing Secured Notes in the Exchange Offer, and (ii) loans and/or commitments under the Existing Credit Facilities and Existing Secured Notes that do not participate in or consent to the Transaction, each of which will rank third in lien priority on shared collateral.
New Exchange Credit Facilities and Secured Notes: All lenders under the Existing Credit Facilities and all holders of Existing Secured Notes that participate in or consent to the Transaction will exchange their applicable existing debt holdings for:
In the case of Existing Term Loans, second-priority lien term loans (the “Exchange Second Lien Term Loan”) with the same or substantially the same maturity, pricing and other economic terms as the Existing Term Loans, but with more restrictive covenants and other terms, which terms will be (in each case other than as outlined in the TSA or otherwise agreed pursuant to definitive documents) substantially consistent with the New First Lien Term Loan.
In the case of the Existing Revolver, a second-priority lien revolving credit facility (including letter of credit and swingline sub-facilities, the “Exchange Revolver”) with more restrictive covenants and other terms as compared with the Existing Revolver, which terms will be (other than as outlined in the TSA or otherwise agreed pursuant to definitive documents) substantially consistent with (and be part of the same credit facility as) the Exchange Second Lien Term Loan, and will be exchanged into such second lien credit facility.
In the case of the Existing Secured Notes (as to which the consents to the Transaction are expected to be solicited pursuant to the Exchange Offer), second-priority lien secured notes (the “Exchange Second Lien Notes”) with more restrictive covenants and other terms than the Existing Secured Notes, which terms will be (other than as outlined in the TSA or otherwise agreed pursuant to definitive documents) substantially consistent with the Exchange Second Lien Term Loan.
Non-Participating Existing Credit Facilities and Secured Notes: The holdings of lenders under the Existing Credit Facilities that do not participate in or consent to the Transaction and Existing Secured Notes that do not participate in or consent to the Exchange Offer will rank third in lien priority on shared collateral behind each of the New First Lien Term Loan, the Exchange Second Lien Term Loan, the Exchange Revolver and the Exchange Second Lien Notes, and it is expected that certain of the covenants, events of default and related definitions in the Existing Credit Facilities and the Existing Secured Indentures will be eliminated in a manner customary for covenant amendments as part of exit consents for transactions of this type.
Conditions to Closing

The closing of the Transaction as contemplated by the TSA is conditioned on the satisfaction or waiver of certain conditions precedent, including finalizing all definitive documents and diligence to the satisfaction of the respective parties thereto, and achieving certain participation and consent thresholds. Specifically, the Transaction requires participation and consent by lenders holding at least a majority of the aggregate principal amount of the Company’s outstanding loans and commitments under the Existing Credit Facilities and the tender and consent by holders of at least two-thirds (66 2/3%) of the aggregate principal amount of each of the Company’s outstanding 5.375% Secured Notes and 12.750% Secured Notes (unless the Company and the lenders and noteholders party to the TSA have otherwise reached an agreement with respect to the Transaction acceptable to the Company and such lenders and noteholders).

The Company expects to commence the Exchange Offer in late January 2022.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor a solicitation of consents from any holders of securities, nor shall there be any sale of securities or solicitation of consents in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. Any solicitation or offer will only be made pursuant to a separate disclosure statement distributed to the relevant holders of securities.

Wilmer Cutler Pickering Hale and Dorr LLP is serving as legal advisor to DSG, Pillsbury Winthrop Shaw Pittman LLP is serving as special finance counsel to DSG, and Moelis & Company LLC is serving as financial advisor to DSG. Gibson, Dunn & Crutcher LLP is serving as legal advisor to an ad hoc group of holders of Existing Term Loans and Existing Secured Notes, including the new money lenders providing the New First Lien Term Loan, and Evercore is serving as financial advisor.

© 2022 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.

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