Publicly traded broadcast TV company Sinclair Inc., which has taken a lead role in the development and rollout of ATSC 3.0 digital broadcast technology and its associated datacasting services, has good news to share regarding early participation and consent results for a private exchange offer tied to its Sinclair Television Group subsidiary.
The offer to eligible holders of 4.375% Second-Out First Lien Secured Notes due 2032 for any and all of STG’s outstanding 4.125% Senior Secured Notes due 2030 comes along side a consent solicitation from existing noteholders for a series of amendments, supplements and other existing indenture modifications.
Sinclair presented to its debtholders the plan on January 27, and an amendment shared on January 30.
As of Friday (2/7) at 5pm Eastern, approximately $267.2 million aggregate principal amount of the existing notes, representing approximately 36.24%, of the outstanding notes not owned by STG had been validly tendered — and not validly withdrawn — pursuant to the exchange offer.
Concurrently, holders of approximately $463.6 million aggregate principal amount (representing approximately 62.87%) of the outstanding notes not owned by STG delivered — and did not validly revoke — their consents without tendering the existing notes, a “Consent Only Option”.
Sinclair needed the consents from holders of at least two-thirds in aggregate principal amount of outstanding Existing Notes it didn’t own to adopt the proposed Amendments.
It got what it needed.
This means that Monday (2/10) Sinclair’s financial team will move ahead with a “Supplemental Indenture” to the Existing Indenture, which will provide a path to implement the amendments approved by its debtholders.
STG expects to settle the validly tendered existing notes that have not been validly tendered by Wednesday (2/12), the early settlement date established.
Eligible Holders of the Existing Notes who validly tendered (and did not validly withdraw) their Existing Notes prior to the Early Tender Time will be entitled to receive the total consideration listed below, as described in the Offer Documents.
|
|
Consideration per $1,000 Principal Amount of Existing Notes Tendered |
|
CUSIP/ISIN |
Total Consideration |
|
829259BA7 / US829259BA72; U8275QAK6 / USU8275QAK68 |
$1,000 in aggregate principal amount of Exchange Second-Out Notes |
Eligible Holders who have not yet tendered or have validly withdrawn their Existing Notes have until 11:59pm Eastern on March 7, unless Sinclair extends the deadline.
A March 12 final settlement date has been confirmed.
J.P. Morgan Securities LLC is acting as sole Dealer Manager for the Exchange Offer and Consent Solicitation.
|
Consideration per $1,000 Principal Amount of Existing Notes Tendered |
|
|
CUSIP/ISIN |
Exchange Consideration |
|
829259BA7 / US829259BA72; U8275QAK6 / USU8275QAK68 |
$990 in aggregate principal amount of Exchange Second-Out Notes |
Holders who validly tender their Existing Notes after the Early Tender Time will be deemed to consent to the Amendments, and holders may not deliver consents to the Amendment without validly tendering their Existing Notes in the Exchange Offer.
