BUSINESS WIRE<\/a>)–
\nSinclair, Inc. (\u201cSinclair\u201d or the \u201cCompany\u201d) (Nasdaq: SBGI) today announced the early participation and consent results for Sinclair Television Group, Inc. (\u201cSTG\u201d or the \u201cIssuer\u201d) in connection with its previously announced (i) private exchange offer (the \u201cExchange Offer\u201d) to Eligible Holders (as defined below) of 4.375% Second-Out First Lien Secured Notes due 2032 (the \u201cExchange Second-Out Notes\u201d) for any and all of the Issuer\u2019s outstanding 4.125% Senior Secured Notes due 2030 (the \u201cExisting Notes\u201d) and (ii) the solicitation of consents (the \u201cConsent Solicitation\u201d) from holders of the Existing Notes with respect to certain amendments, supplements and other modifications (the \u201cAmendments\u201d) to the indenture governing the Existing Notes (the \u201cExisting Indenture\u201d), on the terms and subject to the conditions set forth in a Confidential Offering Memorandum, Offer to Exchange and Consent Solicitation Statement dated January 27, 2025, as amended and supplemented by Supplement No. 1 dated January 30, 2025 (the \u201cOffer Documents\u201d). Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Offer Documents.<\/p>\n\nThe Issuer has been advised that as of 5:00 p.m., New York City time, on February 7, 2025 (the \u201cEarly Tender Time\u201d), approximately $267.2 million aggregate principal amount, representing approximately 36.24%, of outstanding Existing Notes not owned by the Issuer or any of its affiliates, had been validly tendered (and not validly withdrawn) pursuant to the Exchange Offer, and the corresponding consents were delivered (and not validly revoked) pursuant to the Consent Solicitation. The Issuer has also been advised that as of 5:00 p.m., New York City time, on February 7, 2025, holders of approximately $463.6 million aggregate principal amount, representing approximately 62.87%, of outstanding Existing Notes not owned by the Issuer or any of its affiliates, delivered (and did not validly revoke) their consents without tendering Existing Notes (the \u201cConsent Only Option\u201d). The Issuer must receive the consents from holders of at least two-thirds (66 2\/3%) in aggregate principal amount of outstanding Existing Notes not owned by the Issuer or any of its affiliates (the \u201cRequisite Notes Consents\u201d) to adopt the proposed Amendments. As of the Early Tender Time, the Requisite Notes Consents have been delivered.<\/p>\n
\nThe Issuer and the guarantors of the Existing Notes expect to enter into a Supplemental Indenture No. 4 (the \u201cSupplemental Indenture\u201d) to the Existing Indenture providing for the Amendments today (February 10, 2025). The Amendments, among other things, (i) eliminate substantially all of the restrictive covenants and certain of the events of default and related definitions contained in the Existing Indenture, (ii) permit STG to consummate the financing transactions described in the previously disclosed transaction support agreement and (iii) provide for the release and termination of the liens on the collateral securing the Existing Notes that remain outstanding following completion of the Exchange Offer. The Supplemental Indenture will be effective immediately upon execution thereof, but the Amendments will not be operative until the time when all of the Existing Notes that have been validly tendered (and not validly withdrawn) prior to the Early Tender Time have been accepted for exchange in accordance with the terms of the Offer Documents. The Issuer expects settlement of the Existing Notes validly tendered (and not validly withdrawn) by the Early Tender Time to occur on February 12, 2025 (\u201cEarly Settlement Date\u201d).<\/p>\n
\nWithdrawal rights for the Exchange Offer expired at 5:00 p.m., New York City time, on February 7, 2025, and, accordingly, Existing Notes validly tendered in the Exchange Offer may no longer be withdrawn, and consents delivered in the Consent Solicitation (including consents delivered with respect to the Consent Only Option) may not be revoked, subject to limited exceptions.<\/p>\n
\nEligible 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.<\/p>\n
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