-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VvIwPfv2jD27CYX+9ZZnoV5Infcz4d0/59qClWiyPrj6zvzZcUd9eevF8KkM46wA vl8DGTfNFREVGKyxNv0nWQ== 0001047469-09-009042.txt : 20091020 0001047469-09-009042.hdr.sgml : 20091020 20091020145720 ACCESSION NUMBER: 0001047469-09-009042 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091020 DATE AS OF CHANGE: 20091020 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR BROADCAST GROUP INC CENTRAL INDEX KEY: 0000912752 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 521494660 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44309 FILM NUMBER: 091127831 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR TELEVISION GROUP INC CENTRAL INDEX KEY: 0001238537 IRS NUMBER: 550829972 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 SC TO-I/A 1 a2194933zscto-ia.htm SC TO-I/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)

SINCLAIR BROADCAST GROUP, INC.
(Name of Subject Company (Issuer))

SINCLAIR TELEVISION GROUP, INC.
(Name of Filing Person (Offeror))

3.0% Convertible Senior Notes due 2027
4.875% Convertible Senior Notes due 2018
(Title of Class of Securities)		   829226AW9
829226AU3
(CUSIP Number of Class of Securities)

David D. Smith
Chairman of the Board, President and Chief Executive Officer
Sinclair Television Group, Inc.
10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500
(Name, address, and telephone numbers of person authorized to
receive notices and communications on behalf of filing persons)

Copies to:

Jeffrey B. Grill, Esq.
Pillsbury Winthrop Shaw Pittman LLP
2300 N Street, NW
Washington, D.C. 20037
(202) 663-8000

                                    


CALCULATION OF FILING FEE

 
Transaction Valuation*
   Amount of Filing Fee**
 
$429,044,000   $23,941
 
*
The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the purchase of the $294.3 million in aggregate principal amount outstanding of 3.0% Convertible Senior Notes due 2027 at the offer price of $980 per $1,000 principal amount, and the $143.5 million in aggregate principal amount outstanding of 4.875% Convertible Senior Notes due 2018 at the offer price of $980 per $1,000 principal amount.

**
$55.80 per million dollars of transaction value, in accordance with Rule 0-11(b) and Fee Rate Advisory No. 5 for fiscal year 2009.

ý
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
    
Amount Previously Paid:   $23,941.
Form or Registration No.:   Schedule TO-I.
Filing party:   Sinclair Television Group, Inc.
Date filed:   October 8, 2009.
o
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o
third-party tender offer subject to Rule 14d-1.

ý
issuer tender offer subject to Rule 13e-4.

o
going-private transaction subject to Rule 13e-3.

o
amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o
Rule 13d-4(i) (Cross-Border Issuer Tender Offer)


o
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)


INTRODUCTORY STATEMENT

        This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO, as previously amended by Amendment No. 1 thereto, relating to the offers by Sinclair Television Group, Inc., a Maryland corporation ("Sinclair Television Group" or the "Company"), to purchase for cash any and all of the $294.3 million aggregate principal amount outstanding of 3.0% Convertible Senior Notes due 2027 (the "3.0% Notes") at a price of $980 per $1,000 in principal amount, and the $143.5 million aggregate principal amount outstanding of 4.875% Convertible Senior Notes due 2018 (the "4.875% Notes" and, together with the 3.0% Notes, the "Securities") at a price of $980 per $1,000 in principal amount, of the Company's parent, Sinclair Broadcast Group, Inc., a Maryland corporation ("Sinclair"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 8, 2009 (the "Offer to Purchase") and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer").

        All capitalized terms used in this Amendment No. 2 but not defined have the meanings ascribed to them in the Offer to Purchase.

        All of the information set forth in the Offer to Purchase and the Letter of Transmittal is expressly incorporated by reference herein in answer to all items in this Amendment No. 2, and as more particularly set forth below:

ITEM 7.    SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

        (a)   Source of Funds and (d) Borrowed Funds.    The information set forth under the caption "The Offers—Source of Funds" in the Offer to Purchase is amended and supplemented by the following information:

        On October 16, 2009, the Company announced the terms of the Second Lien Notes. The Company is offering $500 million in aggregate principal amount of Second Lien Notes in an unregistered private placement. The Second Lien Notes will be titled "9.25% Senior Secured Second Lien Notes due 2017" and will pay interest at a rate of 9.25% per annum payable semi-annually on May 1 and November 1, commencing on May 1, 2010. The Second Lien Notes will mature on November 1, 2017. The proceeds from the offering of Second Lien Notes are expected to be sufficient to cover any and all of the Securities accepted for payment in the tender offers and no funds are expected to be drawn from any facility under the Bank Credit Agreement, as the same may be amended and/or restated from time to time. The Company intends to use any additional proceeds from the offering of Second Lien Notes to pay amounts under the Bank Credit Agreement and fees and expenses related to amending and restating the Bank Credit Agreement and the transactions contemplated by the Memorandum of Understanding between Sinclair and Cunningham and for any general corporate purposes.

        The Second Lien Notes will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements. This Amendment No. 2 does not constitute an offer to sell or a solicitation of an offer to buy the Second Lien Notes.

ITEM 12.    EXHIBITS.

        The Index to Exhibits shall be amended and supplemented by including the following information:

        (a)(5)(iii) Press Release, dated October 16, 2009.

2


 SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

  SINCLAIR TELEVISION GROUP, INC.

 

By:

  

/s/ DAVID B. AMY

      Name:   David B. Amy

      Title:   Secretary

Date: October 19, 2009

            



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INTRODUCTORY STATEMENT
SIGNATURE
 EX-99.(A)(5)(III) 2 a2195004zex-99_a5iii.htm EXHIBIT 99(A)(5)(III)

 

News Release

 

Contact:

David Amy, EVP & CFO

 

Lucy Rutishauser, VP Corporate Finance & Treasurer

 

(410) 568-1500

 

Sinclair Upsizes and Prices Private Offering of Senior Secured Second Lien Notes

 

BALTIMORE (October 16, 2009) — Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) announced that its wholly-owned subsidiary, Sinclair Television Group, Inc. (“STG”), has priced its previously announced private offering of senior secured second lien notes (the “Notes”) due 2017.  The offering was upsized to $500.0 million from the original $430.0 million.  The Notes were priced at 97.264% of their par value and will bear interest at a rate of 9.25% per annum payable semi-annually on May 1 and November 1, commencing on May 1, 2010.

 

Sinclair intends to use the net proceeds from the offering to fund the tender offers for Sinclair’s 3% Senior Convertible Notes and 4.875% Senior Convertible Notes (together, the “Convertible Notes”), to pay amounts under STG’s senior secured bank credit facility (the “Bank Credit Facility”) and to pay fees and expenses related to the Bank Credit Facility and the transactions contemplated by the Memorandum of Understanding with Cunningham Broadcasting Corporation, as previously announced. The offering of the Notes is conditioned upon the concurrent amendment and restatement of the Bank Credit Facility.

 

The tender offers for the Convertible Notes expire at 12:00 midnight, New York City time on Thursday, November 5, 2009 unless extended or earlier terminated by STG and are being made pursuant to the Offer to Purchase, dated October 8, 2009 (the “Offer to Purchase”), previously filed with the Securities and Exchange Commission.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any offer or sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

 

The Notes will not be registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

 

The tender offers described in this press are neither an offer to purchase nor a solicitation of an offer to sell any Convertible Notes. Any solicitation and offer to buy Convertible Notes will only be made pursuant to the Offer to Purchase and related materials.

 

Forward-Looking Statements:

 

The matters discussed in this press release include forward-looking statements regarding, among other things, future operating results.  When used, the words “outlook,” “intends to,” believes,” “anticipates,” “expects,” “achieves,” and similar expressions are intended to identify

 


 

forward-looking statements and information.  Such forward-looking information is subject to a number of risks and uncertainties.  Actual results in the future could differ materially and adversely from those set forth in the forward-looking information as a result of various important factors, including and in addition to the assumptions set forth therein, but not limited to, STG’s ability to consummate the offering of the Notes or the Company’s ability to consummate the tender offers, whether or not any of the Convertible Notes are tendered in the tender offers, whether or not STG will be able to reach agreement with its senior lenders for the amendment and restatement of the Bank Credit Facility, the impact of changes in national and regional economies, the volatility in the U.S. and global economies and financial credit markets which impact our ability to forecast or refinance our debts as they become due, successful execution of outsourcing agreements, pricing and demand fluctuations in local and national advertising, volatility in programming costs, the market acceptance of new programming, the CW Television and MyNetworkTV programming, our news share strategy, our local sales initiatives, the execution of retransmission consent agreements, our ability to identify and consummate investments in attractive non-television assets and to achieve anticipated returns on those investments once consummated, and the other risk factors set forth in the Company’s recent reports on Form 8-K, Form 10-Q and Form 10-K, as filed with the SEC.  There can be no assurance that the assumptions and other factors referred to will occur.  The Company undertakes no obligation to update such forward-looking information in the future except as required by law.

 

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