0001047469-16-010103.txt : 20160211 0001047469-16-010103.hdr.sgml : 20160211 20160210192243 ACCESSION NUMBER: 0001047469-16-010103 CONFORMED SUBMISSION TYPE: S-3ASR PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20160211 DATE AS OF CHANGE: 20160210 EFFECTIVENESS DATE: 20160211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WSMH INC CENTRAL INDEX KEY: 0001044836 IRS NUMBER: 521952880 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-04 FILM NUMBER: 161407319 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WRGT LICENSEE LLC CENTRAL INDEX KEY: 0001219788 IRS NUMBER: 010735535 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-07 FILM NUMBER: 161407322 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNTVALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WRDC LLC CENTRAL INDEX KEY: 0001222072 IRS NUMBER: 562319367 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-09 FILM NUMBER: 161407324 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WPDE Licensee, LLC CENTRAL INDEX KEY: 0001572175 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-13 FILM NUMBER: 161407328 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Television of Seattle, Inc. CENTRAL INDEX KEY: 0001591795 IRS NUMBER: 910222175 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-24 FILM NUMBER: 161407339 BUSINESS ADDRESS: BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Television Media, Inc. CENTRAL INDEX KEY: 0001591791 IRS NUMBER: 910222050 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-31 FILM NUMBER: 161407346 BUSINESS ADDRESS: BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Radio of Seattle Licensee, LLC CENTRAL INDEX KEY: 0001591789 IRS NUMBER: 463598238 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-33 FILM NUMBER: 161407348 BUSINESS ADDRESS: BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Networks Group, LLC CENTRAL INDEX KEY: 0001637043 IRS NUMBER: 464440742 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-38 FILM NUMBER: 161407353 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Media of Boise, LLC CENTRAL INDEX KEY: 0001591782 IRS NUMBER: 912136488 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-41 FILM NUMBER: 161407356 BUSINESS ADDRESS: BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR COMMUNICATIONS LLC CENTRAL INDEX KEY: 0001238535 IRS NUMBER: 550829979 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-48 FILM NUMBER: 161407363 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Boise Licensee, LLC CENTRAL INDEX KEY: 0001591774 IRS NUMBER: 463538588 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-50 FILM NUMBER: 161407365 BUSINESS ADDRESS: BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Perpetual Corp CENTRAL INDEX KEY: 0001637048 IRS NUMBER: 952159756 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-57 FILM NUMBER: 161407372 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KVII Licensee, LLC CENTRAL INDEX KEY: 0001572170 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-61 FILM NUMBER: 161407376 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KUTV Licensee, LLC CENTRAL INDEX KEY: 0001572207 IRS NUMBER: 521836393 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-63 FILM NUMBER: 161407378 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KUPN LICENSEE LLC CENTRAL INDEX KEY: 0001044790 IRS NUMBER: 522016990 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-65 FILM NUMBER: 161407380 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FORMER COMPANY: FORMER CONFORMED NAME: KUPN LICENSEE INC DATE OF NAME CHANGE: 19970821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KRNV, LLC CENTRAL INDEX KEY: 0001666048 IRS NUMBER: 320469550 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-73 FILM NUMBER: 161407388 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KOKH LICENSEE LLC CENTRAL INDEX KEY: 0001167750 IRS NUMBER: 522203569 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-78 FILM NUMBER: 161407393 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KGBT Licensee, LLC CENTRAL INDEX KEY: 0001572166 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-84 FILM NUMBER: 161407399 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KFXA Licensee, LLC CENTRAL INDEX KEY: 0001457973 IRS NUMBER: 521911462 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-86 FILM NUMBER: 161407401 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEYE Licensee, LLC CENTRAL INDEX KEY: 0001572195 IRS NUMBER: 521836393 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-90 FILM NUMBER: 161407405 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KDSM LICENSEE LLC CENTRAL INDEX KEY: 0001075231 IRS NUMBER: 522117084 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-92 FILM NUMBER: 161407407 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KDNL LICENSEE LLC CENTRAL INDEX KEY: 0001167923 IRS NUMBER: 522115752 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-94 FILM NUMBER: 161407409 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Full Measure, LLC CENTRAL INDEX KEY: 0001666082 IRS NUMBER: 371790880 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-104 FILM NUMBER: 161407418 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIRMINGHAM WABM-TV LICENSEE INC CENTRAL INDEX KEY: 0001170663 IRS NUMBER: 521911594 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-110 FILM NUMBER: 161407424 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WVTV LICENSEE INC CENTRAL INDEX KEY: 0001170666 IRS NUMBER: 510350913 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-117 FILM NUMBER: 161407432 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WUXP LICENSEE LLC CENTRAL INDEX KEY: 0001167909 IRS NUMBER: 522203570 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-119 FILM NUMBER: 161407434 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WOLF Licensee, LLC CENTRAL INDEX KEY: 0001591819 IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-125 FILM NUMBER: 161407440 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WMSN LICENSEE LLC CENTRAL INDEX KEY: 0001170668 IRS NUMBER: 752976030 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-129 FILM NUMBER: 161407444 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WLUC Licensee, LLC CENTRAL INDEX KEY: 0001572172 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-132 FILM NUMBER: 161407447 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WLFL LICENSEE LLC CENTRAL INDEX KEY: 0001044832 IRS NUMBER: 521911462 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-134 FILM NUMBER: 161407449 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 FORMER COMPANY: FORMER CONFORMED NAME: WLFL INC DATE OF NAME CHANGE: 19970821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WICS LICENSEE LLC CENTRAL INDEX KEY: 0001168631 IRS NUMBER: 522149853 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-140 FILM NUMBER: 161407455 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WFXL Licensee, LLC CENTRAL INDEX KEY: 0001572171 IRS NUMBER: 462297707 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-148 FILM NUMBER: 161407463 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WDKA Licensee, LLC CENTRAL INDEX KEY: 0001457976 IRS NUMBER: 204154259 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-152 FILM NUMBER: 161407467 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WTWC LICENSEE LLC CENTRAL INDEX KEY: 0001167912 IRS NUMBER: 522149854 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-153 FILM NUMBER: 161407468 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WTVC Licensee, LLC CENTRAL INDEX KEY: 0001572194 IRS NUMBER: 521836393 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-156 FILM NUMBER: 161407471 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WTOV Licensee, LLC CENTRAL INDEX KEY: 0001572200 IRS NUMBER: 462160874 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-158 FILM NUMBER: 161407473 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WSMH LICENSEE LLC CENTRAL INDEX KEY: 0001167915 IRS NUMBER: 522115781 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-03 FILM NUMBER: 161407318 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WRLH LICENSEE LLC CENTRAL INDEX KEY: 0001170669 IRS NUMBER: 752976002 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-06 FILM NUMBER: 161407321 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WRGB Licensee, LLC CENTRAL INDEX KEY: 0001572187 IRS NUMBER: 453745141 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-08 FILM NUMBER: 161407323 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCGV LICENSEE LLC CENTRAL INDEX KEY: 0000912761 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 521836393 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-18 FILM NUMBER: 161407333 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 FORMER COMPANY: FORMER CONFORMED NAME: WCGV INC DATE OF NAME CHANGE: 19930929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Television of Washington, Inc. CENTRAL INDEX KEY: 0001591796 IRS NUMBER: 911671233 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-23 FILM NUMBER: 161407338 BUSINESS ADDRESS: BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Television of Portland, LLC CENTRAL INDEX KEY: 0001591794 IRS NUMBER: 912136493 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-25 FILM NUMBER: 161407340 BUSINESS ADDRESS: BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Television of Fresno, LLC CENTRAL INDEX KEY: 0001591813 IRS NUMBER: 270402671 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-29 FILM NUMBER: 161407344 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Television of El Paso, LLC CENTRAL INDEX KEY: 0001591814 IRS NUMBER: 270402717 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-30 FILM NUMBER: 161407345 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Media of Washington, LLC CENTRAL INDEX KEY: 0001591785 IRS NUMBER: 912136487 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-39 FILM NUMBER: 161407354 BUSINESS ADDRESS: BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair La Grande Licensee, LLC CENTRAL INDEX KEY: 0001591780 IRS NUMBER: 463511509 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-44 FILM NUMBER: 161407359 BUSINESS ADDRESS: BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Eugene Licensee, LLC CENTRAL INDEX KEY: 0001591776 IRS NUMBER: 463605419 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-46 FILM NUMBER: 161407361 BUSINESS ADDRESS: BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Broadcasting of Seattle, LLC CENTRAL INDEX KEY: 0001591775 IRS NUMBER: 911861408 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-49 FILM NUMBER: 161407364 BUSINESS ADDRESS: BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: San Antonio Television, LLC CENTRAL INDEX KEY: 0001457974 IRS NUMBER: 432067983 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-55 FILM NUMBER: 161407370 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RALEIGH WRDC-TV LICENSEE INC CENTRAL INDEX KEY: 0001170664 IRS NUMBER: 251761433 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-56 FILM NUMBER: 161407371 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW YORK TELEVISION INC CENTRAL INDEX KEY: 0001167752 IRS NUMBER: 522261453 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-58 FILM NUMBER: 161407373 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KTVO Licensee, LLC CENTRAL INDEX KEY: 0001572199 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-66 FILM NUMBER: 161407381 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KTUL, LLC CENTRAL INDEX KEY: 0001637107 IRS NUMBER: 753262945 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-68 FILM NUMBER: 161407383 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KSAS Licensee, LLC CENTRAL INDEX KEY: 0001572182 IRS NUMBER: 521836393 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-70 FILM NUMBER: 161407385 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KRCG Licensee, LLC CENTRAL INDEX KEY: 0001572185 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-74 FILM NUMBER: 161407389 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KFRE Licensee, LLC CENTRAL INDEX KEY: 0001591815 IRS NUMBER: 800368765 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-87 FILM NUMBER: 161407402 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KFDM Licensee, LLC CENTRAL INDEX KEY: 0001572181 IRS NUMBER: 453754130 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-89 FILM NUMBER: 161407404 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KDSM LLC CENTRAL INDEX KEY: 0001255580 IRS NUMBER: 550829966 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-93 FILM NUMBER: 161407408 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KDBC Licensee, LLC CENTRAL INDEX KEY: 0001591818 IRS NUMBER: 800368763 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-95 FILM NUMBER: 161407410 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fisher Properties, Inc. CENTRAL INDEX KEY: 0001591772 IRS NUMBER: 910870215 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-105 FILM NUMBER: 161407419 BUSINESS ADDRESS: BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CometTV, LLC CENTRAL INDEX KEY: 0001666077 IRS NUMBER: 475112342 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-107 FILM NUMBER: 161407421 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACC Licensee, LLC CENTRAL INDEX KEY: 0001637068 IRS NUMBER: 020609812 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-111 FILM NUMBER: 161407425 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WZTV LICENSEE LLC CENTRAL INDEX KEY: 0001170672 IRS NUMBER: 752975977 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-113 FILM NUMBER: 161407428 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WVAH LICENSEE LLC CENTRAL INDEX KEY: 0001219756 IRS NUMBER: 043702038 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-118 FILM NUMBER: 161407433 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNTVALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WUHF LICENSEE LLC CENTRAL INDEX KEY: 0001170667 IRS NUMBER: 752975838 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-122 FILM NUMBER: 161407437 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WPBN Licensee, LLC CENTRAL INDEX KEY: 0001572167 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-124 FILM NUMBER: 161407439 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WMMP LICENSEE LP CENTRAL INDEX KEY: 0001168636 IRS NUMBER: 541816156 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-130 FILM NUMBER: 161407445 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WKRC Licensee, LLC CENTRAL INDEX KEY: 0001572202 IRS NUMBER: 521836393 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-135 FILM NUMBER: 161407450 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WJAR Licensee, LLC CENTRAL INDEX KEY: 0001637093 IRS NUMBER: 471663634 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-137 FILM NUMBER: 161407452 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WICD LICENSEE LLC CENTRAL INDEX KEY: 0001168641 IRS NUMBER: 52214984 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-141 FILM NUMBER: 161407456 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM RD 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WGFL Licensee, LLC CENTRAL INDEX KEY: 0001591820 IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-147 FILM NUMBER: 161407462 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FORMER COMPANY: FORMER CONFORMED NAME: WGLF Licensee, LLC DATE OF NAME CHANGE: 20131113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WSTQ Licensee, LLC CENTRAL INDEX KEY: 0001572168 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-02 FILM NUMBER: 161407317 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCWF Licensee, LLC CENTRAL INDEX KEY: 0001637045 IRS NUMBER: 471658298 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-15 FILM NUMBER: 161407330 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Yakima Licensee, LLC CENTRAL INDEX KEY: 0001591797 IRS NUMBER: 463569620 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-21 FILM NUMBER: 161407336 BUSINESS ADDRESS: BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Television of Illinois, LLC CENTRAL INDEX KEY: 0001572162 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-28 FILM NUMBER: 161407343 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR PROPERTIES LLC CENTRAL INDEX KEY: 0001068640 IRS NUMBER: 541781481 STATE OF INCORPORATION: VA FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-35 FILM NUMBER: 161407350 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR ACQUISITION IX INC CENTRAL INDEX KEY: 0001167762 IRS NUMBER: 522202774 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-52 FILM NUMBER: 161407367 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KRXI Licensee, LLC CENTRAL INDEX KEY: 0001572178 IRS NUMBER: 462156931 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-71 FILM NUMBER: 161407386 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KHQA Licensee, LLC CENTRAL INDEX KEY: 0001572193 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-82 FILM NUMBER: 161407397 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KBSI LICENSEE L P CENTRAL INDEX KEY: 0001068629 IRS NUMBER: 541762871 STATE OF INCORPORATION: VA FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-96 FILM NUMBER: 161407411 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KABB LICENSEE LLC CENTRAL INDEX KEY: 0001167924 IRS NUMBER: 522115751 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-101 FILM NUMBER: 161407415 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fisher Mills, Inc. CENTRAL INDEX KEY: 0001591770 IRS NUMBER: 910870669 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-106 FILM NUMBER: 161407420 BUSINESS ADDRESS: BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WUCW, LLC CENTRAL INDEX KEY: 0001572179 IRS NUMBER: 454027882 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-123 FILM NUMBER: 161407438 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WNWO Licensee, LLC CENTRAL INDEX KEY: 0001572163 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-127 FILM NUMBER: 161407442 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WKEF LICENSEE LP CENTRAL INDEX KEY: 0001168633 IRS NUMBER: 54176286 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-136 FILM NUMBER: 161407451 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHP Licensee, LLC CENTRAL INDEX KEY: 0001572198 IRS NUMBER: 521836393 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-142 FILM NUMBER: 161407457 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WDKY LICENSEE LLC CENTRAL INDEX KEY: 0001068622 IRS NUMBER: 522115782 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-151 FILM NUMBER: 161407466 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FORMER COMPANY: FORMER CONFORMED NAME: WKDY LICENSEE LLC DATE OF NAME CHANGE: 19981214 FORMER COMPANY: FORMER CONFORMED NAME: WDKY LICENSEE INC DATE OF NAME CHANGE: 19980819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WTVZ LICENSEE LLC CENTRAL INDEX KEY: 0001167913 IRS NUMBER: 522115761 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-154 FILM NUMBER: 161407469 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WSYX LICENSEE INC CENTRAL INDEX KEY: 0001068662 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-01 FILM NUMBER: 161407316 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WQMY Licensee, LLC CENTRAL INDEX KEY: 0001591821 IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-10 FILM NUMBER: 161407325 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCWN Licensee, LLC CENTRAL INDEX KEY: 0001572201 IRS NUMBER: 453745164 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-14 FILM NUMBER: 161407329 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Television of Omaha, LLC CENTRAL INDEX KEY: 0001591812 IRS NUMBER: 270402604 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-27 FILM NUMBER: 161407342 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Seattle Licensee, LLC CENTRAL INDEX KEY: 0001591790 IRS NUMBER: 463519722 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-32 FILM NUMBER: 161407347 BUSINESS ADDRESS: BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Portland Licensee, LLC CENTRAL INDEX KEY: 0001591787 IRS NUMBER: 463583558 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-37 FILM NUMBER: 161407352 BUSINESS ADDRESS: BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Digital Group, LLC CENTRAL INDEX KEY: 0001637041 IRS NUMBER: 465025340 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-47 FILM NUMBER: 161407362 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR ACQUISITION VIII INC CENTRAL INDEX KEY: 0001167729 IRS NUMBER: 522202775 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-53 FILM NUMBER: 161407368 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KVMY, LLC CENTRAL INDEX KEY: 0001666093 IRS NUMBER: 611765020 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-60 FILM NUMBER: 161407375 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KRXI, LLC CENTRAL INDEX KEY: 0001666049 IRS NUMBER: 352536401 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-72 FILM NUMBER: 161407387 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KPTH Licensee, LLC CENTRAL INDEX KEY: 0001591771 IRS NUMBER: 463910588 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-76 FILM NUMBER: 161407391 BUSINESS ADDRESS: BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KGAN LICENSEE LLC CENTRAL INDEX KEY: 0001167731 IRS NUMBER: 522149845 STATE OF INCORPORATION: VA FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-85 FILM NUMBER: 161407400 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENV, LLC CENTRAL INDEX KEY: 0001666046 IRS NUMBER: 320470605 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-91 FILM NUMBER: 161407406 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KATV Licensee, LLC CENTRAL INDEX KEY: 0001637083 IRS NUMBER: 471543043 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-98 FILM NUMBER: 161407413 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Harrisburg Television, Inc. CENTRAL INDEX KEY: 0001637067 IRS NUMBER: 251779618 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-103 FILM NUMBER: 161407417 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WNAB Licensee, LLC CENTRAL INDEX KEY: 0001457979 IRS NUMBER: 203179769 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-128 FILM NUMBER: 161407443 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: (410) 568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WJAC Licensee, LLC CENTRAL INDEX KEY: 0001572176 IRS NUMBER: 462194800 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-139 FILM NUMBER: 161407454 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHOI Licensee, LLC CENTRAL INDEX KEY: 0001572165 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-143 FILM NUMBER: 161407458 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCHS LICENSEE LLC CENTRAL INDEX KEY: 0001068657 IRS NUMBER: 522115763 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-17 FILM NUMBER: 161407332 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY RD STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FORMER COMPANY: FORMER CONFORMED NAME: WCHS LICENSEE INC DATE OF NAME CHANGE: 19980819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WPEC Licensee, LLC CENTRAL INDEX KEY: 0001572206 IRS NUMBER: 521836393 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-12 FILM NUMBER: 161407327 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Radio of Seattle, LLC CENTRAL INDEX KEY: 0001591788 IRS NUMBER: 912136489 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-34 FILM NUMBER: 161407349 BUSINESS ADDRESS: BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KVCW, LLC CENTRAL INDEX KEY: 0001666050 IRS NUMBER: 300876204 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-62 FILM NUMBER: 161407377 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Milwaukee Television LLC CENTRAL INDEX KEY: 0001572173 IRS NUMBER: 521836393 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-59 FILM NUMBER: 161407374 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEAR LICENSEE LLC CENTRAL INDEX KEY: 0001068658 IRS NUMBER: 522066911 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-150 FILM NUMBER: 161407465 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FORMER COMPANY: FORMER CONFORMED NAME: WEAR LICENSEE INC DATE OF NAME CHANGE: 19980819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WPGH LICENSEE LLC CENTRAL INDEX KEY: 0001167917 IRS NUMBER: 522115755 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-11 FILM NUMBER: 161407326 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR ACQUISITION VII INC CENTRAL INDEX KEY: 0001167761 IRS NUMBER: 522202776 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-54 FILM NUMBER: 161407369 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KMPH Licensee, LLC CENTRAL INDEX KEY: 0001591816 IRS NUMBER: 800368758 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-80 FILM NUMBER: 161407395 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE TELEVISION LICENSEE LLC CENTRAL INDEX KEY: 0001167920 IRS NUMBER: 522115731 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-108 FILM NUMBER: 161407422 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WUPN LICENSEE LLC CENTRAL INDEX KEY: 0001167910 IRS NUMBER: 522203571 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-121 FILM NUMBER: 161407436 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WSET Licensee, LLC CENTRAL INDEX KEY: 0001637099 IRS NUMBER: 471543411 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-05 FILM NUMBER: 161407320 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KOKH LLC CENTRAL INDEX KEY: 0001222073 IRS NUMBER: 030507160 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-77 FILM NUMBER: 161407392 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KATV, LLC CENTRAL INDEX KEY: 0001637082 IRS NUMBER: 753262944 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-97 FILM NUMBER: 161407412 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WXLV LICENSEE LLC CENTRAL INDEX KEY: 0001170671 IRS NUMBER: 752975864 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-114 FILM NUMBER: 161407429 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WLUK Licensee, LLC CENTRAL INDEX KEY: 0001637095 IRS NUMBER: 471676484 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-131 FILM NUMBER: 161407446 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KPTM Licensee, LLC CENTRAL INDEX KEY: 0001591817 IRS NUMBER: 800368778 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-75 FILM NUMBER: 161407390 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WTTO LICENSEE LLC CENTRAL INDEX KEY: 0001167914 IRS NUMBER: 522115688 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-157 FILM NUMBER: 161407472 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR MEDIA III INC CENTRAL INDEX KEY: 0001068625 IRS NUMBER: 521836394 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-42 FILM NUMBER: 161407357 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KLGT LICENSEE LLC CENTRAL INDEX KEY: 0001075230 IRS NUMBER: 522117084 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-81 FILM NUMBER: 161407396 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: (410) 568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WLOS LICENSEE LLC CENTRAL INDEX KEY: 0001044834 IRS NUMBER: 521974580 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-133 FILM NUMBER: 161407448 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM RD 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 FORMER COMPANY: FORMER CONFORMED NAME: WLOS LICENSEE INC DATE OF NAME CHANGE: 19970821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Television of Oregon, LLC CENTRAL INDEX KEY: 0001591793 IRS NUMBER: 930442714 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-26 FILM NUMBER: 161407341 BUSINESS ADDRESS: BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KTUL Licensee, LLC CENTRAL INDEX KEY: 0001637108 IRS NUMBER: 471543205 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-69 FILM NUMBER: 161407384 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KAME, LLC CENTRAL INDEX KEY: 0001666094 IRS NUMBER: 364813032 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-100 FILM NUMBER: 161407414 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WTGS Licensee, LLC CENTRAL INDEX KEY: 0001637101 IRS NUMBER: 471658418 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-138 FILM NUMBER: 161407453 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WTVX Licensee, LLC CENTRAL INDEX KEY: 0001572188 IRS NUMBER: 521836393 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-155 FILM NUMBER: 161407470 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCWB LICENSEE LLC CENTRAL INDEX KEY: 0001168006 IRS NUMBER: 522203568 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-16 FILM NUMBER: 161407331 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WACH Licensee, LLC CENTRAL INDEX KEY: 0001572174 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-20 FILM NUMBER: 161407335 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR PROGRAMMING CO LLC CENTRAL INDEX KEY: 0001221916 IRS NUMBER: 542095223 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-36 FILM NUMBER: 161407351 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KOCB LICENSEE LLC CENTRAL INDEX KEY: 0001068623 IRS NUMBER: 731438189 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-79 FILM NUMBER: 161407394 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 2000 WEST 41ST STREET CITY: BALTIMORE STATE: MD ZIP: 21211 FORMER COMPANY: FORMER CONFORMED NAME: KOCB LICENSEE INC DATE OF NAME CHANGE: 19980819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KHGI Licensee, LLC CENTRAL INDEX KEY: 0001219790 IRS NUMBER: 030472770 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-83 FILM NUMBER: 161407398 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNTVALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FORMER COMPANY: FORMER CONFORMED NAME: WTAT LICENSEE LLC DATE OF NAME CHANGE: 20030222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR TELEVISION GROUP INC CENTRAL INDEX KEY: 0001238537 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 550829972 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-112 FILM NUMBER: 161407426 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WOAI Licensee, LLC CENTRAL INDEX KEY: 0001572196 IRS NUMBER: 521836393 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-126 FILM NUMBER: 161407441 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WGME LICENSEE LLC CENTRAL INDEX KEY: 0001168638 IRS NUMBER: 522149851 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-145 FILM NUMBER: 161407460 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WFGX Licensee, LLC CENTRAL INDEX KEY: 0001457977 IRS NUMBER: 270086509 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-149 FILM NUMBER: 161407464 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Lewiston Licensee, LLC CENTRAL INDEX KEY: 0001591781 IRS NUMBER: 463573389 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-43 FILM NUMBER: 161407358 BUSINESS ADDRESS: BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KFOX Licensee, LLC CENTRAL INDEX KEY: 0001572208 IRS NUMBER: 462117922 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-88 FILM NUMBER: 161407403 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WWMT Licensee, LLC CENTRAL INDEX KEY: 0001572186 IRS NUMBER: 453745116 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-115 FILM NUMBER: 161407430 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WGME INC CENTRAL INDEX KEY: 0001168632 IRS NUMBER: 522050323 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-146 FILM NUMBER: 161407461 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM RD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KUQI Licensee, LLC CENTRAL INDEX KEY: 0001666051 IRS NUMBER: 475099798 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-64 FILM NUMBER: 161407379 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WWHO Licensee, LLC CENTRAL INDEX KEY: 0001572205 IRS NUMBER: 454540346 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-116 FILM NUMBER: 161407431 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Illinois Television LLC CENTRAL INDEX KEY: 0001572094 IRS NUMBER: 455586210 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-102 FILM NUMBER: 161407416 BUSINESS ADDRESS: BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WGXA Licensee, LLC CENTRAL INDEX KEY: 0001637046 IRS NUMBER: 465465498 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-144 FILM NUMBER: 161407459 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WBMA Licensee, LLC CENTRAL INDEX KEY: 0001637091 IRS NUMBER: 471543301 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-19 FILM NUMBER: 161407334 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Media of Seattle, LLC CENTRAL INDEX KEY: 0001591784 IRS NUMBER: 912136495 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-40 FILM NUMBER: 161407355 BUSINESS ADDRESS: BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KTVL Licensee, LLC CENTRAL INDEX KEY: 0001572180 IRS NUMBER: 453754087 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-67 FILM NUMBER: 161407382 BUSINESS ADDRESS: BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475 FILM NUMBER: 161407427 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Chesapeake Media I, LLC CENTRAL INDEX KEY: 0001572055 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-109 FILM NUMBER: 161407423 BUSINESS ADDRESS: BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WUTV LICENSEE LLC CENTRAL INDEX KEY: 0001170670 IRS NUMBER: 752975851 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-120 FILM NUMBER: 161407435 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Kennewick Licensee, LLC CENTRAL INDEX KEY: 0001591779 IRS NUMBER: 463497357 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-45 FILM NUMBER: 161407360 BUSINESS ADDRESS: BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Bakersfield Licensee, LLC CENTRAL INDEX KEY: 0001591773 IRS NUMBER: 463512584 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-51 FILM NUMBER: 161407366 BUSINESS ADDRESS: BUSINESS PHONE: (410)568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sinclair Television Stations, LLC CENTRAL INDEX KEY: 0001637062 IRS NUMBER: 521961323 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-209475-22 FILM NUMBER: 161407337 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-568-1500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 S-3ASR 1 a2227316zs-3asr.htm S-3ASR

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TABLE OF CONTENTS

Table of Contents

As filed with the Securities and Exchange Commission on February 11, 2016

Registration No. 333-                  


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


SINCLAIR BROADCAST GROUP, INC.
SINCLAIR TELEVISION GROUP, INC.
(Exact name of registrant as specified in its charter)

Maryland
Maryland
(State or other jurisdiction of
incorporation)		   52-1494660
52-0829972
(I.R.S. Employer
Identification No.)

10706 Beaver Dam Road
Hunt Valley, Maryland 21030
Telephone: (410) 568-1500
(Address, including zip code and telephone number, including area code, of registrant's principal executive offices)


David D. Smith
Chairman of the Board, President and Chief Executive Officer
Sinclair Broadcast Group, Inc.
10706 Beaver Dam Road
Hunt Valley, Maryland 21030
Telephone: (410) 568-1500
(Name, address, including zip code and telephone number, including area code of agent for service)


Copies to:
Jeffrey B. Grill, Esq.
Justin J. Bintrim, Esq.
Pillsbury Winthrop Shaw Pittman LLP
1200 Seventeenth St., NW
Washington, D.C. 20036
(202) 663-8000


Approximate date of commencement of proposed sale of the securities to the public:
From time to time following the effective date of this registration statement.


           If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

           If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    ý

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    ý

           If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    o

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o
 (Do not check if a
smaller reporting company)		   Smaller reporting company o

CALCULATION OF REGISTRATION FEE

               
 
Title of Each Class of Securities
to be Registered(2)
   Amount to be
Registered(1)
   Proposed Maximum
Offering Price Per
Unit(1)
   Proposed Maximum
Aggregate Offering
Price(1)
   Amount of
Registration Fee(1)
 

Debt Securities

                
 

Guarantees of Subsidiary Registrants(4)

                
 

Preferred Stock, $0.01 par value

                
 

Depositary Shares(3)

                
 

Class A Common Stock, $0.01 par value

                
 

Warrants

                
 

Total

                

 
(1)
An indeterminate number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities.

(2)
Offered securities registered hereunder may be sold separately, together or as units with other offered securities registered hereunder. The proposed maximum initial offering price per unit will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered thereunder.

(3)
Each depositary share will be issued under a deposit agreement and will be evidenced by a depositary receipt.

(4)
No separate consideration will be received for guarantees, and pursuant to Rule 457(n), no fee is payable with respect to the guarantees registered.


   

Table of Contents


TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant Guarantor as
Specified in its Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  Primary
Standard
Industrial
Classification
Code No. 		  I.R.S. Employer
Identification
No. 		  Address, including Zip Code, and
Telephone Number, including
Area Code, of Registrant Guarantor's
Principal Executive Offices

ACC Licensee, LLC

   Delaware           02-0609812   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Birmingham (WABM-TV) Licensee, Inc. 

   Maryland     4833     90-0209556   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Chesapeake Media I, LLC

   Nevada     4833     46-2255240   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Chesapeake Television Licensee, LLC

   Maryland     4833     52-2115731   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

CometTV, LLC

   Nevada           47-5112342   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Fisher Mills Inc. 

   Washington     4833     91-0870669   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Fisher Properties Inc. 

   Washington     4833     91-0870215   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Full Measure, LLC

   Maryland           37-1790880   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Harrisburg Television, Inc. 

   Delaware           25-1779618   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Illinois Television LLC

   Maryland     4833     45-5586210   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KABB Licensee, LLC

   Maryland     4833     52-2115751   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KAME, LLC

   Nevada           36-4813032   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KATV Licensee, LLC

   Nevada           47-1543043   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KATV, LLC

   Delaware           75-3262944   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KBSI Licensee L.P. 

   Virginia     4833     54-1762871   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KDBC Licensee, LLC

   Delaware     4833     80-0368763   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KDNL Licensee, LLC

   Maryland     4833     52-2115752   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Table of Contents

Exact Name of Registrant Guarantor as
Specified in its Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  Primary
Standard
Industrial
Classification
Code No. 		  I.R.S. Employer
Identification
No. 		  Address, including Zip Code, and
Telephone Number, including
Area Code, of Registrant Guarantor's
Principal Executive Offices

KDSM, LLC

   Maryland     4833     55-0829966   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KDSM Licensee, LLC

   Maryland     4833     52-2115766   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KENV, LLC

   Nevada           32-0470605   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KEYE Licensee, LLC

   Nevada     4833     45-3206684   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KFDM Licensee, LLC

   Nevada     4833     45-3754130   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KFOX Licensee, LLC

   Nevada     4833     46-2117922   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KFRE Licensee, LLC

   Delaware     4833     80-0368765   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KFXA Licensee, LLC

   Nevada     4833     26-2161390   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KGAN Licensee, LLC

   Maryland     4833     52-2149845   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KGBT Licensee, LLC

   Nevada     4833     46-2442964   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KHGI Licensee, LLC

   Nevada     4833     03-0472770   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KHQA Licensee, LLC

   Nevada     4833     46-2581873   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KLGT Licensee, LLC

   Maryland     4833     52-2117084   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KMPH Licensee, LLC

   Delaware     4833     80-0368758   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KOCB Licensee, LLC

   Maryland     4833     52-2115783   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KOKH Licensee, LLC

   Maryland     4833     52-2203569   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KOKH, LLC

   Nevada     4833     03-0507160   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KPTH Licensee, LLC

   Nevada     4833     46-3910588   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Table of Contents

Exact Name of Registrant Guarantor as
Specified in its Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  Primary
Standard
Industrial
Classification
Code No. 		  I.R.S. Employer
Identification
No. 		  Address, including Zip Code, and
Telephone Number, including
Area Code, of Registrant Guarantor's
Principal Executive Offices

KPTM Licensee, LLC

   Delaware     4833     80-0368778   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KRCG Licensee, LLC

   Nevada     4833     46-2719546   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KRNV, LLC

   Nevada           32-0469550   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KRXI, LLC

   Nevada           35-2536401   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KRXI Licensee, LLC

   Nevada     4833     46-2156931   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KSAS Licensee, LLC

   Nevada     4833     46-0649940   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KTUL Licensee, LLC

   Nevada           47-1543205   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KTUL, LLC

   Delaware           75-3262945   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KTVL Licensee, LLC

   Nevada     4833     45-3754087   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KTVO Licensee, LLC

   Nevada     4833     46-2456176   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KUPN Licensee, LLC

   Maryland     4833     52-2115754   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KUQI Licensee, LLC

   Nevada           47-5099798   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KUTV Licensee, LLC

   Nevada     4833     45-3206693   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KVCW, LLC

   Nevada           30-0876204   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KVII Licensee, LLC

   Nevada     4833     46-2252750   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

KVMY, LLC

   Nevada           61-1765020   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Milwaukee Television LLC

   Wisconsin     4833     52-1836393   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

New York Television, Inc. 

   Maryland     4833     52-2261453   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Table of Contents

Exact Name of Registrant Guarantor as
Specified in its Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  Primary
Standard
Industrial
Classification
Code No. 		  I.R.S. Employer
Identification
No. 		  Address, including Zip Code, and
Telephone Number, including
Area Code, of Registrant Guarantor's
Principal Executive Offices

Perpetual Corporation

   Delaware           95-2159756   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Raleigh (WRDC-TV) Licensee, Inc. 

   Maryland     4833     25-1761433   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

San Antonio Television, LLC

   Delaware     4833     43-2067983   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Acquisition VII, Inc. 

   Maryland     4833     52-2202776   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Acquisition VIII, Inc. 

   Maryland     4833     52-2202775   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Acquisition IX, Inc. 

   Maryland     4833     52-2202774   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Bakersfield Licensee, LLC

   Nevada     4833     46-3512584   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Boise Licensee, LLC

   Nevada     4833     46-3538588   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Broadcasting of Seattle, LLC

   Delaware     4833     91-1861408   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Communications, LLC

   Maryland     4833     55-0829979   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Digital Group, LLC

   Maryland           46-5025340   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Eugene Licensee, LLC

   Nevada     4833     46-3605419   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Kennewick Licensee, LLC

   Nevada     4833     46-3497357   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair La Grande Licensee, LLC

   Nevada     4833     46-3511509   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Lewiston Licensee, LLC

   Nevada     4833     46-3573389   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Media III, Inc. 

   Maryland     4833     52-1836394   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Media of Boise, LLC

   Delaware     4833     91-2136488   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Media of Seattle, LLC

   Delaware     4833     91-2136495   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Table of Contents

Exact Name of Registrant Guarantor as
Specified in its Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  Primary
Standard
Industrial
Classification
Code No. 		  I.R.S. Employer
Identification
No. 		  Address, including Zip Code, and
Telephone Number, including
Area Code, of Registrant Guarantor's
Principal Executive Offices

Sinclair Media of Washington, LLC

   Delaware     4833     91-2136487   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Networks Group, LLC

   Maryland           46-4440742   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Portland Licensee, LLC

   Nevada     4833     46-3583558   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Programming Company, LLC

   Maryland     4833     54-2095223   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Properties, LLC

   Virginia     4833     54-1781481   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Radio of Seattle, LLC

   Delaware     4833     91-2136489   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Radio of Seattle Licensee, LLC

   Nevada     4833     46-3598238   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Seattle Licensee, LLC

   Nevada     4833     46-3519722   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Television Media, Inc. 

   Washington     4833     91-0222050   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Television of El Paso, LLC

   Delaware     4833     27-0402717   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Television of Fresno, LLC

   Delaware     4833     27-0402671   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Television of Illinois, LLC

   Nevada     4833     46-2254158   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Television of Omaha, LLC

   Delaware     4833     27-0402604   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Television of Oregon, LLC

   Delaware     4833     93-0442714   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Television of Portland, LLC

   Delaware     4833     91-2136493   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Television of Seattle, Inc. 

   Washington     4833     91-0222175   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Table of Contents

Exact Name of Registrant Guarantor as
Specified in its Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  Primary
Standard
Industrial
Classification
Code No. 		  I.R.S. Employer
Identification
No. 		  Address, including Zip Code, and
Telephone Number, including
Area Code, of Registrant Guarantor's
Principal Executive Offices

Sinclair Television of Washington, Inc. 

   Washington     4833     91-1671233   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Television Stations, LLC

   Delaware           52-1961323   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Sinclair Yakima Licensee, LLC

   Nevada     4833     46-3569620   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WACH Licensee, LLC

   Nevada     4833     46-2432324   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WBMA Licensee, LLC

   Nevada           47-1543301   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WCGV Licensee, LLC

   Maryland     4833     52-2115785   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WCHS Licensee, LLC

   Maryland     4833     52-2115763   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WCWB Licensee, LLC

   Maryland     4833     52-2203568   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WCWF Licensee, LLC

   Nevada           47-1658298   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WCWN Licensee, LLC

   Nevada     4833     45-3745164   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WDKA Licensee, LLC

   Nevada     4833     20-4154259   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WDKY Licensee, LLC

   Maryland     4833     52-2115782   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WEAR Licensee, LLC

   Maryland     4833     52-2117080   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WFGX Licensee, LLC

   Nevada     4833     27-0086509   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WFXL Licensee, LLC

   Nevada     4833     46-2297707   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WGFL Licensee, LLC

   Nevada     4833     46-4081009   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WGME, Inc. 

   Maryland     4833     52-2050323   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WGME Licensee, LLC

   Maryland     4833     52-2149851   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Table of Contents

Exact Name of Registrant Guarantor as
Specified in its Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  Primary
Standard
Industrial
Classification
Code No. 		  I.R.S. Employer
Identification
No. 		  Address, including Zip Code, and
Telephone Number, including
Area Code, of Registrant Guarantor's
Principal Executive Offices

WGXA Licensee, LLC

   Nevada           46-5465498   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WHOI Licensee, LLC

   Nevada     4833     46-2843426   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WHP Licensee, LLC

   Nevada     4833     46-0639656   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WICD Licensee, LLC

   Maryland     4833     52-2149843   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WICS Licensee, LLC

   Maryland     4833     52-2149853   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WJAC Licensee, LLC

   Nevada     4833     46-2194800   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WJAR Licensee, LLC

   Nevada           47-1663634   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WKEF Licensee L.P. 

   Virginia     4833     54-1762869   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WKRC Licensee, LLC

   Nevada     4833     46-0620031   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WLFL Licensee, LLC

   Maryland     4833     52-2115786   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WLOS Licensee, LLC

   Maryland     4833     52-2115696   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WLUC Licensee, LLC

   Nevada     4833     46-2727694   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WLUK Licensee, LLC

   Nevada           47-1676484   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WMMP Licensee L.P. 

   Virginia     4833     54-1816156   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WMSN Licensee, LLC

   Nevada     4833     75-2976030   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WNAB Licensee, LLC

   Nevada     4833     20-3179769   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WNWO Licensee, LLC

   Nevada     4833     46-4054258   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WOAI Licensee, LLC

   Nevada     4833     46-0612559   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Table of Contents

Exact Name of Registrant Guarantor as
Specified in its Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  Primary
Standard
Industrial
Classification
Code No. 		  I.R.S. Employer
Identification
No. 		  Address, including Zip Code, and
Telephone Number, including
Area Code, of Registrant Guarantor's
Principal Executive Offices

WOLF Licensee, LLC

   Nevada     4833     46-4049832   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WPBN Licensee, LLC

   Nevada     4833     46-2664744   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WPDE Licensee, LLC

   Nevada     4833     46-2515768   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WPEC Licensee, LLC

   Nevada     4833     45-3745087   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WPGH Licensee, LLC

   Maryland     4833     52-2115755   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WQMY Licensee, LLC

   Nevada     4833     46-4071566   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WRDC, LLC

   Nevada     4833     56-2319367   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WRGB Licensee, LLC

   Nevada     4833     45-3745141   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WRGT Licensee, LLC

   Nevada     4833     01-0735535   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WRLH Licensee, LLC

   Nevada     4833     75-2976002   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WSET Licensee, LLC

   Nevada           47-1543411   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WSMH, Inc. 

   Maryland     4833     52-1952880   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WSMH Licensee, LLC

   Maryland     4833     52-2115781   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WSTQ Licensee, LLC

   Nevada     4833     46-2606878   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WSYX Licensee, Inc. 

   Maryland     4833     52-2100995   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WTGS Licensee, LLC

   Nevada           47-1658418   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WTOV Licensee, LLC

   Nevada     4833     46-2160874   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WTTO Licensee, LLC

   Maryland     4833     52-2115688   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Table of Contents

Exact Name of Registrant Guarantor as
Specified in its Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  Primary
Standard
Industrial
Classification
Code No. 		  I.R.S. Employer
Identification
No. 		  Address, including Zip Code, and
Telephone Number, including
Area Code, of Registrant Guarantor's
Principal Executive Offices

WTVC Licensee, LLC

   Nevada     4833     45-3745196   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WTVX Licensee, LLC

   Nevada     4833     45-3206731   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WTVZ Licensee, LLC

   Maryland     4833     52-2115761   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WTWC Licensee, LLC

   Maryland     4833     52-2149854   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WUCW, LLC

   Maryland     4833     45-4027882   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WUHF Licensee, LLC

   Nevada     4833     75-2975838   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WUPN Licensee, LLC

   Maryland     4833     52-2203571   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WUTV Licensee, LLC

   Nevada     4833     75-2975851   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WUXP Licensee, LLC

   Maryland     4833     52-2203570   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WVAH Licensee, LLC

   Nevada     4833     04-3702038   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WVTV Licensee, Inc. 

   Maryland     4833     51-0350913   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WWHO Licensee, LLC

   Nevada     4833     45-4540346   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WWMT Licensee, LLC

   Nevada     4833     45-3745116   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WXLV Licensee, LLC

   Nevada     4833     75-2975864   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

WZTV Licensee, LLC

   Nevada     4833     75-2975977   10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

Table of Contents

Prospectus

Sinclair Broadcast Group, Inc.
Sinclair Television Group, Inc.

LOGO


Debt Securities, Preferred Stock, Depositary Shares,
Class A Common Stock, Warrants and Guarantees


        Sinclair Broadcast Group, Inc., which we refer to in this prospectus as "Sinclair" except as noted otherwise, may from time to time offer, in one or more series, separately or together, the following:

    •
    debt securities, which may be either senior debt securities or subordinated debt securities;

    •
    shares of preferred stock;

    •
    depositary shares representing interests in preferred stock;

    •
    shares of Sinclair's Class A common stock; and/or

    •
    warrants to purchase shares of Sinclair's Class A common stock or preferred stock.

        Sinclair Television Group, a wholly-owned subsidiary of Sinclair, may from time to time offer, in one or more series, debt securities, which may be either senior debt securities or subordinated debt securities.

        In addition, this prospectus also relates to the guarantees of debt securities by Sinclair and/or any of the subsidiaries identified in this prospectus.

        We will offer our securities in amounts, at prices and on terms to be determined at the time we offer such securities.

        Sinclair's Class A common stock is listed for trading on the NASDAQ Stock Market's Global Select Market under the trading symbol "SBGI."

        When we sell a particular series of securities, we will prepare a prospectus supplement describing the offering and the terms of that series of securities. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated in this prospectus before you purchase any of the securities offered hereby.

        We may offer our securities directly, through agents we may designate from time to time, or to or through underwriters or dealers. If any agents or underwriters are involved in the sale of any of our securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. None of our securities may be sold without delivery of the applicable prospectus supplement describing the method and terms of the offering of such class or series of the securities.

        You should consider the risks associated with the securities offered by this prospectus. See "Risk Factors" on page 3.


        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.


   

The date of this prospectus is February 11, 2016.

Table of Contents


TABLE OF CONTENTS


2

Table of Contents


ABOUT THIS PROSPECTUS

        This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the "SEC") using a "shelf" registration process. Under this shelf process, we may sell any combination of securities described in this prospectus in one or more offerings, either separately or in units. This prospectus provides you with a general description of those securities. We will offer our securities in amounts, at prices and on terms to be determined at the time we offer such securities. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus and the applicable prospectus supplement and any applicable free writing prospectus together with the additional information described under the heading "Where You Can Find More Information."

        The registration statement that contains this prospectus (including the exhibits to the registration statement) contains additional information about Sinclair Broadcast Group, Inc. and the securities offered under this prospectus. That registration statement can be read at the SEC's Internet site or at the SEC offices mentioned under the heading "Where You Can Find More Information."

        In this prospectus, except as noted otherwise, the word "Sinclair" refers to Sinclair Broadcast Group, Inc., and the words "we," "our," "ours" and "us" refer to Sinclair and its subsidiaries, unless the context indicates otherwise. The term "you" refers to a prospective investor.


RISK FACTORS

        Investing in our securities involves a high degree of risk. Please see the risk factors described under the caption "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and any amendments thereto, on file with the SEC, which is incorporated herein by reference, and in any subsequent annual reports on Form 10-K, quarterly reports on Form 10-Q or current reports on Form 8-K we file with the SEC and incorporate by reference into this prospectus and any accompanying prospectus supplement. Before making an investment decision, you should carefully consider these risks as well as information we include or incorporate by reference into this prospectus and in any accompanying prospectus supplement. The risks and uncertainties we have described are those we believe to be the principal risks that could affect us, our business or our industry, and which could result in a material adverse impact on our financial condition or results of operation or could cause the market price of our securities to fluctuate or decline. However, additional risks and uncertainties not currently known to us or that we currently deem immaterial may affect our business operations and the market price of our securities.


FORWARD-LOOKING STATEMENTS

        This prospectus contains and incorporates "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases like "anticipate," "estimate," "plans," "projects," "continuing," "ongoing," "target," "expects," "management believes," "we believe," "we intend," "we may," "we will," "we should," "we seek," "we plan," the negatives of those terms, and similar words or phrases. We base these forward-looking statements on our expectations, assumptions, estimates and projections about our business and the industry in which we operate as of the date of this prospectus. These forward-looking statements are subject to a number of risks and uncertainties that cannot be predicted, quantified or controlled and that could cause actual results to differ materially from those set forth in, contemplated by, or

3

Table of Contents

underlying the forward-looking statements. Statements in this prospectus and in documents incorporated into this prospectus, including those set forth below in "Risk Factors," describe factors, among others, that could contribute to or cause these differences.

        Because the factors discussed in this prospectus or incorporated by reference could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.


WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document that we have filed at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Our filings are available to the public at the SEC's website at http://www.sec.gov. Our Class A common stock is listed on the NASDAQ Stock Market's Global Select Market under the ticker symbol "SBGI." You may inspect our reports, proxy statements and other information at the NASDAQ Stock Market, One Liberty Plaza, 165 Broadway, New York, New York 10006. In addition, we maintain a website that contains information about us at http://www.sbgi.net. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this prospectus or any accompanying prospectus supplement or any other report or document we file with or furnish to the SEC.

        We have filed with the SEC a registration statement (of which this prospectus is a part) on Form S-3 under the Securities Act with respect to our securities. This prospectus and any accompanying prospectus supplement do not contain all of the information set forth in the registration statement, including the exhibits and schedules thereto, certain parts of which are omitted as permitted by the rules and regulations of the SEC. Statements contained in this prospectus and any accompanying prospectus supplement as to the contents of any contract or other document referred to in, or incorporated by reference into, this prospectus and any accompanying prospectus supplement are not necessarily complete and, where that contract is an exhibit to the registration statement, each statement is qualified in all respects by the exhibit to which the reference relates. Copies of this registration statement may be examined at the SEC's Public Reference Room and copies may be obtained therefrom upon payment of prescribed fees. This registration statement is also available to you on the SEC's website.

        The SEC allows us to "incorporate by reference" certain information we file with the SEC, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this prospectus. Any statement contained in a document which is incorporated by reference into this prospectus is automatically updated and superseded if information contained in this prospectus, or information that we later file with the SEC,

4

Table of Contents

modifies or replaces this information. We incorporate by reference the following documents we filed with the SEC:

    •
    our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on March 2, 2015;

    •
    our 2015 Definitive Proxy Statement filed with the SEC on April 22, 2015;

    •
    our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2015, June 30, 2015 and September 30, 2015, filed with the SEC on May 8, 2015, August 7, 2015 and November 6, 2015, respectively;

    •
    Our Current Reports on Form 8-K filed with the SEC on August 6, 2014 (as amended), January 6, 2015, March 9, 2015, April 6, 2015, April 17, 2015, May 6, 2015 (and dated April 30, 2015), June 5, 2015 and September 3, 2015; and

    •
    the description of our capital stock contained in the Registration Statement on Form 8-A, filed with the SEC on May 17, 1995.

        We are also incorporating by reference additional documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934, between the date of this prospectus and the termination of the offering of the securities described in this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed "filed" with the SEC, including our compensation committee report and performance graph (incorporated by reference into the Annual Report on Form 10-K) or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K.

        You may request a copy of any or all of the documents incorporated by reference into this prospectus, except the exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents), at no cost, by writing or calling our offices at the following address:

Sinclair Broadcast Group, Inc.
10706 Beaver Dam Road
Hunt Valley, MD 21030
Attention: David B. Amy


SINCLAIR BROADCAST GROUP, INC.

        We are a diversified television broadcasting company that owns or provides certain programming, operating or sales services to more television stations than most other commercial broadcasting groups in the United States. Our broadcast group is a single reportable segment for accounting purposes.

        We broadcast free over-the-air programming to television viewing audiences in the communities we serve through our local television stations. The programming that we provide on our primary station channels consists of network provided programs, news produced locally, local sporting events, programming from program service arrangements, syndicated entertainment programs and other locally produced programs such as Ring of Honor wrestling, a franchise we acquired in 2011.

        Our primary source of revenue is the sale of commercial inventory on our television stations to our advertising customers. Our objective is to meet the needs of our advertising customers by delivering significant audiences in key demographics. Our strategy is to achieve this objective by providing quality local news programming and popular network and syndicated programs to our viewing audience. We attract most of our national television advertisers through national marketing representation firms which have offices in New York City, Los Angeles, Chicago and Atlanta. Our local television advertisers are attracted through the use of a local sales force at each of our television stations.

5

Table of Contents

        We are a Maryland corporation formed in 1986. Our principal offices are located at 10706 Beaver Dam Road, Hunt Valley, Maryland 21030. Our telephone number is (410) 568-1500 and our website address is http://www.sbgi.net.


USE OF PROCEEDS

        Unless otherwise specified in the applicable prospectus supplement, we will use the net proceeds from the sale of securities for one or more of the following:

    •
    repayment of debt;

    •
    acquisitions;

    •
    capital expenditures;

    •
    redemption or repurchase of any preferred stock or debt outstanding; and

    •
    working capital and general corporate purposes.

        Pending any specific application, we may initially invest funds in marketable short-term, interest-bearing securities.


RATIO OF EARNINGS TO FIXED CHARGES

        The following table shows our ratio of earnings to fixed charges for each of the periods indicated:

 
   For the
Nine Months
Ended
September 30, 		  For the Years Ended December 31,  
 
   2015   2014   2013   2012   2011   2010  

Ratio of earnings to fixed charges

     2.08     2.73     1.66     2.63     2.14     2.00  

        The ratio of earnings to fixed charges is computed by dividing pre-tax income (loss) from continuing operations, before adjustment for minority interests in consolidated subsidiaries or income or loss from equity investees, plus fixed charges and less capitalized interest, by fixed charges. Fixed charges consist of interest expense, including interest expense from amortized premiums, discounts, and capitalized expenses related to indebtedness, and the estimated portion of rental expense deemed by us to be representative of the interest factor of rental payments under operating leases, plus preferred equity dividends.


DESCRIPTION OF DEBT SECURITIES

        The following is a general description of the debt securities that we may offer from time to time. As used in this prospectus, "debt securities" means senior and subordinated debentures, notes, bonds and other evidences of indebtedness that we may issue under the applicable indenture. In July 2014, our subsidiary, Sinclair Television Group, issued 5.625% Senior Notes due 2024 under the Indenture, dated July 23, 2014, between Sinclair Television Group, U.S. Bank National Association, as trustee, and certain guarantors (the "5.625% Notes Indenture"). The 5.625% Notes Indenture is filed as an exhibit to the registration statement of which this prospectus is a part. Our future debt securities are expected be issued under separate, new indentures, which we expect to be similar to the 5.625% Notes Indenture. If that occurs, we will describe any differences in the terms of any series or issue of debt securities in the prospectus supplement relating to that series or issue. The following summaries of certain provisions of the indentures and the debt securities are not complete, and the summaries are subject to the detailed provisions of the applicable indenture. You should refer to the applicable indenture for more specific information. In addition, you should consult the applicable prospectus supplement and supplemental indenture for particular terms of our debt securities.

6

Table of Contents

General

        Our debt securities will be unsecured obligations of Sinclair Television Group, Inc. unless otherwise specified in the prospectus supplement. The senior debt securities will rank equally with all of our other unsecured and unsubordinated obligations. The subordinated debt securities will be subordinate and junior in right of payment to the extent and in the manner set forth in the subordinated indenture to all of our senior debt (as defined in the applicable prospectus supplement), including any senior debt securities. See "—Subordination." We are a holding company that presently conducts our business through our subsidiaries. Most of our operating assets and the operating assets of our consolidated subsidiaries are owned by our subsidiaries and we rely primarily on dividends from our subsidiaries to meet our obligations for payment of principal and interest on our outstanding debt obligations and corporate expenses. Accordingly, the debt securities will be effectively subordinated to all existing and future liabilities of our subsidiaries, and holders of debt securities should look only to our assets for payments on the debt securities, unless the debt securities are guaranteed by our subsidiaries as described in any prospectus supplement. The debt securities may be guaranteed by Sinclair and/or some or all of our subsidiaries, in which case the guarantees will, unless otherwise specified in the applicable prospectus supplement, (i) rank equal in right of payment with all other unsecured senior obligations of Sinclair and our subsidiaries with respect to guarantees of senior debt securities, and (ii) rank subordinate in right of payment to all unsecured senior obligations of Sinclair and our subsidiaries and rank equal in right of payment to all subordinated obligations of Sinclair and our subsidiaries with respect to guarantees of subordinated debt securities. The guarantees will be effectively subordinated in right of payment to all secured indebtedness of Sinclair and our subsidiaries to the extent of the value of the assets securing the indebtedness.

        The indenture will not limit the aggregate amount of debt securities that may be issued thereunder. Except as otherwise provided in the applicable prospectus supplement, the indenture, as it applies to any series of debt securities, will not limit the incurrence or issuance of our other secured or unsecured debt, whether under the indenture, any other indenture that we may enter into in the future or otherwise.

        We may, but need not, designate more than one trustee in connection with the indenture, each with respect to one or more series of debt securities. Any trustee under the indenture may resign or be removed with respect to one or more series of debt securities, and a successor trustee may be appointed to act with respect to such series. If two or more persons are acting as trustee with respect to different series of debt securities, each of those trustees will be considered a trustee of a trust under the indenture separate and apart from the trust administered by any other trustee. Unless this prospectus states otherwise, a trustee will only be permitted to take action with respect to the one or more series of debt securities for which it is trustee under the indenture.

        The following summaries set forth certain general terms and provisions of the indenture and our debt securities. The prospectus supplement relating to the series of debt securities being offered will contain further terms of the debt securities of that series, including the following specific terms:

            (1)   the type and title of the debt securities;

            (2)   any limit upon the aggregate principal amount of the debt securities;

            (3)   the maturity date or dates of the debt securities, or the method of determining the date or dates;

            (4)   the interest rate or rates (which may be fixed or variable) of the debt securities, or the method of calculating the rate or rates;

            (5)   the date or dates from which interest, if any, will accrue or the method by which the date or dates will be determined;

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            (6)   the date or dates on which interest, if any, will be payable and the related record date or dates;

            (7)   the place or places where principal of, premium, if any, and interest, if any, on the debt securities will be payable or at which debt securities may be surrendered for registration of transfer or exchange;

            (8)   the period or periods within which, the price or prices at which, the currency or currencies if other than in United States dollars (including currency unit or units) in which, and the other terms and conditions upon which, the debt securities may be redeemed, in whole or in part, at our option;

            (9)   our obligation, if any, to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or upon the happening of a specified event or at the option of a holder thereof and the period or periods within which, the price or prices at which, the currency or currencies if other than in United States dollars (including currency unit or units) in which, and the other terms and conditions upon which, such debt securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

            (10) the denominations of the debt securities;

            (11) the currency or currency unit in which the debt securities may be denominated and/or the currency or currencies (including currency unit or units) in which principal of, premium, if any, and interest, if any, on the debt securities will be payable and whether we or the holders of the debt securities may elect to receive payments in respect of those debt securities in a currency or currency unit other than that in which those debt securities are stated to be payable;

            (12) if the amount of principal of, or any premium or interest on, the debt securities may be determined with reference to an index or pursuant to a formula or other method, the manner in which the amounts will be determined;

            (13) the amount that we will pay the holder if the maturity of the debt securities is accelerated, if other than the principal amount;

            (14) provisions, if any, granting special rights to the holders of the debt securities upon the occurrence of the events as may be specified;

            (15) any addition to, or modification or deletion of, any event of default or any covenant specified in the indenture;

            (16) the circumstances, if any, under which we will pay additional amounts on the debt securities held by non-U.S. persons in respect of taxes, assessments or similar charges;

            (17) whether the debt securities will be issued in registered or bearer form or both;

            (18) the date as of which any securities of the series and any temporary global security representing outstanding securities shall be dated, if other than the original issuance date of the series of debt securities;

            (19) the forms of the securities and interest coupons, if any, of the series;

            (20) if other than the trustee, the identity of the registrar and any paying agent;

            (21) the application, if any, of the means of defeasance or covenant defeasance as may be specified for the debt securities;

            (22) whether the debt securities are to be issued in whole or in part in the form of one or more temporary or permanent global securities and, if so, the identity of the depositary or its nominee, if any, for the global security or securities and the circumstances under which beneficial

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      owners of interests in the global security may exchange the interests for certificated debt securities to be registered in the names of or to be held by the beneficial owners or their nominees;

            (23) if the debt securities may be issued or delivered, or any installation of principal or interest payable, only upon receipt of certain certificates or other documents or satisfaction of other conditions in addition to those specified in the indenture, the form of any certificates, documents or conditions;

            (24) if other than as provided in the indenture, the person to whom any interest on any registered security of the series shall be payable and the manner in which, or the person to whom, any interest on any bearer securities of the series shall be payable;

            (25) if other than as provided in the indenture, any definition to be used for the series of debt securities, including, without limitation the definition of "Unrestricted Subsidiary" to be used for that series;

            (26) in the case of the subordinated indenture, the relative degree to which debt securities shall be senior or subordinated to our other series of debt securities, and to our other indebtedness, in right of payment, whether the other series of debt securities and other indebtedness are outstanding or not;

            (27) whether the debt securities are guaranteed and, if so, the identity of the guarantors and the terms of the guarantees (including whether and the extent to which the guarantees are subordinated to the other indebtedness of the guarantors);

            (28) the terms, if any, upon which we may be able to redeem the debt securities prior to their maturity including the dates on which the redemptions may be made and the price at which the redemptions may be made;

            (29) the terms, if any, upon which the debt securities may be converted or exchanged into or for common stock, preferred stock or other securities or property;

            (30) any restrictions on the registration, transfer or exchange of the debt securities; and

            (31) any other terms not inconsistent with the terms of the indentures relating to the debt securities or which may be required or advisable under the United States laws or regulations or advisable (as we determine) in connection with marketing of securities of the series.

        The terms of each specific series of debt securities being offered in the prospectus supplements shall be established (1) by the resolution of the board of directors, (2) by action taken pursuant to a resolution of the board of directors and set forth, or determined in a manner provided in, an officer's certificate (as defined in the applicable prospectus supplement) or (3) in one or more supplemental indentures.

        Debt securities may be sold at a substantial discount below their stated principal amount, bearing no interest or interest at a rate which at the time of issuance is below market rates. Material U.S. federal income tax consequences and special considerations applicable to any of the debt securities will be described in the applicable prospectus supplement.

        The general provisions of the indentures will not afford holders of the debt securities protection in the event we are involved in a highly leveraged transaction, restructuring, change in control, merger or similar transaction, which may adversely affect holders of the debt securities.

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Denominations, Interest, Payment, Registration, Transfer and Exchange

        Unless we inform you otherwise in the applicable prospectus supplement, debt securities in registered form will be issued in denominations of U.S. $1,000 or any integral multiples of U.S. $1,000, and debt securities in bearer form will be issued in denominations of U.S. $5,000 or any integral multiples of U.S. $5,000. Where debt securities of any series are issued in bearer form, the special restrictions and considerations, including special offering restrictions and material U.S. federal income tax considerations, applicable to any of the debt securities and to payments in respect of and transfers and exchanges of the debt securities will be described in the applicable prospectus supplement. Debt securities in bearer form will be transferable by delivery.

        If the purchase price of any of the debt securities is payable in one or more foreign currencies or currency units or if any debt securities are denominated in one or more foreign currencies or currency units or if the principal of, premium, if any, or interest, if any, on any debt securities is payable in one or more foreign currencies or currency units, the restrictions, elections, material U.S. federal income tax considerations and other information with respect to the issue of debt securities and the foreign currency or currency units will be set forth in the applicable prospectus supplement.

        If any index is used to determine the amount of payments of principal of, premium, if any, or interest, if any, on any series of debt securities, material U.S. federal income tax, accounting and other considerations applicable thereto will be described in the applicable prospectus supplement.

        Unless we inform you otherwise in the applicable prospectus supplement, payments in respect of the debt securities will be made in the designated currency at an office or agency maintained for that purpose, that we may designate from time to time, except that, at our option, interest payments, if any, on debt securities in registered form may be made (i) by checks mailed to the holders of debt securities at their registered addresses or (ii) by wire transfer to an account maintained by the holders of the debt securities entitled thereto as specified in the register for the applicable debt securities. Unless we inform you otherwise in the applicable prospectus supplement, each payment in respect of the debt securities shall be considered to have been made on the date the payment is due if there shall have been sent to the trustee or paying agent by wire transfer (received by no later than the business day following the due date), or the trustee or paying agent otherwise holds, on the due date sufficient funds to make the payment. Unless otherwise indicated in an applicable prospectus supplement, scheduled payments of any installment of interest on debt securities in registered form will be made to the person in whose name the debt security is registered at the close of business on the regular record date for the interest.

        Payment in respect of debt securities in bearer form will be made in the currency and in the manner designated in the prospectus supplement, subject to any applicable laws and regulations, at paying agencies outside the United States that we may appoint from time to time. The paying agents outside the United States, if any, initially appointed for a series of debt securities will be named in the prospectus supplement. Unless we inform you otherwise in the applicable prospectus supplement, we may at any time designate additional paying agents or rescind the designation of any paying agents, except that, if debt securities of a series are issuable in registered form, we will be required to maintain at least one paying agent in each place of payment for the series and if debt securities of a series are issuable in bearer form, we will be required to maintain at least one paying agent in a place of payment outside the United States where debt securities of the series and any coupons appertaining thereto may be presented and surrendered for payment.

        Unless we inform you otherwise in the applicable prospectus supplement, debt securities in registered form will be transferable or exchangeable at an agency we maintain for the purpose that we may designate from time to time. Debt securities may be transferred or exchanged without service charge, although we may require a holder to pay any tax or other governmental charge imposed in connection therewith.

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Merger, Consolidation or Sale

        Unless we inform you otherwise in the applicable prospectus supplement, each indenture will provide that we shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of our properties and assets to any person or group of affiliated persons, or permit any of our subsidiaries to enter into any such transaction or transactions if the transaction or transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all our properties and assets on a consolidated basis to any other person or group of affiliated persons, unless at the time and after giving effect thereto:

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    either (a) we shall be the continuing corporation or (b) the person (if other than us) formed by the consolidation or into which we are merged or the person which acquires by sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of our properties and assets on a consolidated basis (the "surviving entity") shall be a corporation duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and the person assumes, by a supplemental indenture in a form reasonably satisfactory to the trustee, all our obligations under the applicable debt securities and the indenture, and the indenture shall remain in full force and effect;

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    immediately before and immediately after giving effect to the transaction, no default or event of default shall have occurred and be continuing;

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    immediately before and immediately after giving effect to the transaction on a pro forma basis (on the assumption that the transaction occurred on the first day of the four-quarter period immediately prior to the consummation of the transaction with the appropriate adjustments with respect to the transaction being included in the pro forma calculation), we (or the surviving entity if we are not the continuing obligor under the indenture) could incur $1.00 of additional indebtedness under any applicable provisions of the indenture limiting incurrence of indebtedness;

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    each guarantor, if any, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its guarantee shall apply to the person's obligations under the indenture and the debt securities;

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    if any of our property or assets or the property or assets of any of our subsidiaries would thereupon become subject to any lien, any provisions of the indenture limiting liens are complied with; and

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    we or the surviving entity shall have delivered, or caused to be delivered, to the trustee, in form and substance reasonably satisfactory to the trustee, an officers' certificate and an opinion of counsel, each to the effect that the consolidation, merger, transfer, sale, assignment, conveyance, lease or other transaction and the supplemental indenture in respect thereto comply with the provisions of the indenture and that all conditions precedent provided for in the indenture relating to the transaction have been complied with.

        Unless we inform you otherwise in the applicable prospectus supplement, each indenture will provide that any guarantor will not, and we will not permit any guarantor to, in a single transaction or series of related transactions merge or consolidate with or into any other corporation (other than with us or any other guarantor) or other entity, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets on a consolidated basis to any entity (other than to us or any other guarantor) unless at the time and after giving effect thereto: (a) either (1) the guarantor shall be the continuing corporation or (2) the entity (if other than the guarantor) formed by the consolidation or into which the guarantor is merged or the entity which acquires by sale, assignment, conveyance, transfer, lease or disposition the properties and assets of the guarantor shall be a

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corporation duly organized and validly existing under the laws of the United States, any state thereof or the District of Columbia and shall expressly assume by a supplemental indenture, executed and delivered to the trustee, in a form reasonably satisfactory to the trustee, all of the obligations of the guarantor under the debt securities and the indenture; (b) immediately before and immediately after giving effect to the transaction, no default or event of default shall have occurred and be continuing; and (c) the guarantor shall have delivered to the trustee, in form and substance reasonably satisfactory to the trustee, an officers' certificate and an opinion of counsel, each stating that the consolidation, merger, sale, assignment, conveyance, transfer, lease or disposition and the supplemental indenture comply with the indenture, and thereafter all obligations of the predecessor shall terminate.

Certain Covenants

        The applicable prospectus supplement will describe any material covenants in respect of any series of debt securities.

Events of Default

        Unless we inform you otherwise in the applicable prospectus supplement, each indenture will provide that an event of default with respect to the debt securities of a particular series will occur under the indenture if:

            (1)   there shall be a default in the payment of any interest on any debt security of that series when it becomes due and payable, and the default shall continue for a period of 30 days;

            (2)   there shall be a default in the payment of the principal of (or premium, if any, on) any debt security of that series at its maturity (upon acceleration, optional or mandatory redemption, required repurchase or otherwise);

            (3)   (a) there shall be a default in the performance, or breach, of any covenant or agreement of ours or any guarantor under the indenture (other than a default in the performance, or breach, of a covenant or agreement which is specifically dealt with in clauses (1) and (2) above or in subclause (b) of this clause (3)) and the default or breach shall continue for a period of 45 days after written notice has been given, by certified mail, (x) to us by the trustee or (y) to us and the trustee by the holders of at least 25% in aggregate principal amount of the outstanding debt securities of the series; or (b) there shall be a default in the performance or breach of the provisions described in "—Merger, Consolidation or Sale;"

            (4)   one or more defaults shall have occurred under any agreements, indentures or instruments under which we, any guarantor or certain subsidiaries specified in the indenture (a "restricted subsidiary") then has outstanding indebtedness in excess of an amount specified in the applicable prospectus supplement in the aggregate and, if not already matured at its final maturity in accordance with its terms, the indebtedness shall have been accelerated;

            (5)   any guarantee shall for any reason cease to be, or be asserted in writing by any guarantor or us not to be, in full force and effect, enforceable in accordance with its terms, except to the extent contemplated by the indenture and any guarantee;

            (6)   one or more judgments, orders or decrees for the payment of money in excess of an amount specified in the applicable prospectus supplement, either individually or in the aggregate (net of amounts covered by insurance, bond, surety or similar instrument) shall be entered against us, any guarantor or any restricted subsidiary or any of their respective properties and shall not be discharged and either (a) any creditor shall have commenced an enforcement proceeding upon the judgment, order or decree or (b) there shall have been a period of 60 consecutive days during which a stay of enforcement of the judgment or order, by reason of an appeal or otherwise, shall not be in effect;

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            (7)   there shall have been the entry by a court of competent jurisdiction of (a) a decree or order for relief in respect of Sinclair, any guarantor or any restricted subsidiary in an involuntary case or proceeding under any applicable bankruptcy law or (b) a decree or order adjudging Sinclair, any guarantor or any restricted subsidiary bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of or in respect of Sinclair, any guarantor or any restricted subsidiary under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of Sinclair, any guarantor or any restricted subsidiary or of any substantial part of their respective properties, or ordering the winding up or liquidation of their affairs, and any decree or order for relief shall continue to be in effect, or any other decree or order shall be unstayed and in effect, for a period of 60 consecutive days; or

            (8)   (a) we, any guarantor or any restricted subsidiary commences a voluntary case or proceeding under any applicable bankruptcy law or any other case or proceeding to be adjudicated bankrupt or insolvent, (b) we, any guarantor or any restricted subsidiary consents to the entry of a decree or order for relief in respect of Sinclair, any guarantor or the restricted subsidiary in an involuntary case or proceeding under any applicable bankruptcy law or to the commencement of any bankruptcy or insolvency case or proceeding against us or them, (c) we, any guarantor or any restricted subsidiary files a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, (d) we, any guarantor or any restricted subsidiary (x) consents to the filing of the petition or the appointment of, or taking possession by, a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of Sinclair, any guarantor or the restricted subsidiary or of any substantial part of their respective property, (y) makes an assignment for the benefit of creditors or (z) admits in writing our or their inability to pay such debts generally as they become due, or (e) we, any guarantor or any restricted subsidiary takes any corporate action in furtherance of any of the actions in this clause (8).

        Unless we inform you otherwise in the applicable prospectus supplement, each indenture will provide that if an event of default (other than as specified in clauses (7) and (8) of the prior paragraph) shall occur and be continuing, the trustee or the holders of not less than 25% in aggregate principal amount of the debt securities of the applicable series outstanding may, and the trustee at the request of the holders of not less than 25% in aggregate principal amount of the debt securities of the applicable series outstanding shall, declare all unpaid principal of, premium, if any, and accrued interest on, all of the debt securities of the applicable series to be due and payable immediately by a notice in writing to us (and to the trustee if given by the holders of the debt securities of the applicable series); provided that so long as our bank credit agreement is in effect, the declaration shall not become effective until the earlier of (a) five business days after receipt of the notice of acceleration from the holders or the trustee by the agent under our bank credit agreement or (b) acceleration of the indebtedness under our bank credit agreement. Thereupon the trustee may, at its discretion, proceed to protect and enforce the rights of the holders of the applicable debt securities by appropriate judicial proceeding. If an event of default specified in clause (7) or (8) of the prior paragraph occurs and is continuing, then all of the debt securities of the applicable series shall become and be immediately due and payable, in an amount equal to the principal amount of the debt securities of the applicable series, together with accrued and unpaid interest, if any, to the date the debt securities become due and payable, without any declaration or other act on the part of the trustee or any holder. The trustee or, if notice of acceleration is given by the holders of the debt securities of the applicable series, the holders of the debt securities of the applicable series shall give notice to the agent under our bank credit agreement of the acceleration.

        Unless we inform you otherwise in the applicable prospectus supplement, each indenture will provide after a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in aggregate principal amount of the

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debt securities of the applicable series, by written notice to Sinclair and the trustee, may rescind and annul the declaration and its consequences if (a) Sinclair has paid or deposited with the trustee a sum sufficient to pay (1) all sums paid or advanced by the trustee under the indenture and the reasonable compensation, expenses, disbursements and advances of the trustee, its agents and counsel, (2) all overdue interest on all debt securities of the applicable series, (3) the principal of and premium, if any, on any debt securities of the applicable series which have become due otherwise than by the declaration of acceleration and interest thereon at a rate borne by the debt securities and (4) to the extent that payment of the interest is lawful, interest upon overdue interest at the rate borne by the debt securities; and (b) all events of default, other than the non-payment of principal of the debt securities which have become due solely by the declaration of acceleration, have been cured or waived.

        Unless we inform you otherwise in the applicable prospectus supplement, each indenture will provide that the holders of not less than a majority in aggregate principal amount of the debt securities of the applicable series outstanding may on behalf of the holders of all of the debt securities of the applicable series waive any past default under the indenture and its consequences, except a default in the payment of the principal of, premium, if any, or interest on any debt security, or in respect of a covenant or provision which under the indenture cannot be modified or amended without the consent of the holder of each debt security outstanding.

        Unless specified otherwise in the applicable prospectus supplement, each indenture will provide that we are also required to notify the trustee within five business days of the occurrence of any default. Unless we inform you otherwise in the applicable prospectus supplement, we are required to deliver to the trustee, on or before a date not more than 60 days after the end of each fiscal quarter and not more than 120 days after the end of each fiscal year, a written statement as to compliance with the indenture, including whether or not any default has occurred. Unless we inform you otherwise in the applicable prospectus supplement, the trustee is under no obligation to exercise any of the rights or powers vested in it by the indenture at the request or direction of any of the holders of the debt securities unless the holders offer to the trustee security or indemnity satisfactory to the trustee against the costs, expenses and liabilities which might be incurred thereby.

        The Trust Indenture Act contains limitations on the rights of the trustee, should it become our creditor or a creditor of any guarantor, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any of the claims, as security or otherwise. The trustee is permitted to engage in other transactions, provided that if it acquires any conflicting interest it must eliminate the conflict upon the occurrence of an event of default or else resign.

        Reference is made to the prospectus supplement relating to each series of debt securities that are original issue discount securities for the particular provisions relating to acceleration of the maturity of a portion of the principal amount of the original issue discount securities upon the occurrence of an event of default and the continuation thereof.

Modification and Amendments

        Unless otherwise specified in the applicable prospectus supplement, modifications and amendments of the indenture may be made by us, any guarantor, and the trustee with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding debt securities of all series affected by the modification or amendment; provided, however, that no modification or amendment may, without the consent of the holder of each outstanding debt security of all series affected by the modification or amendment affected thereby:

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    change the stated maturity of the principal of, or any installment of interest on, any debt security or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any debt security or any premium or the interest thereon is payable, or impair the right to institute suit

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      for the enforcement of any payment after the stated maturity thereof (or in the case of redemption, on or after the redemption date);

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    reduce the percentage in principal amount of outstanding debt securities of a series, the consent of whose holders is required for any supplemental indenture, or the consent of whose holders is required for any waiver or compliance with certain provisions of the indenture or certain defaults or with respect to any guarantee;

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    modify any provisions relating to supplemental indentures requiring the consent of holders or relating to the waiver of past defaults or relating to the waiver of certain covenants, except to increase the percentage of outstanding debt securities required for the actions or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each debt security affected thereby;

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    except as otherwise permitted under "—Consolidation, Merger, Sale of Assets," consent to the assignment or transfer by any guarantor of us of any of its rights and obligations under the indenture; or

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    amend or modify any provisions of the indenture relating to the subordination of the debt security or any guarantee in any manner adverse to the holders of the debt securities or any guarantee.

        Unless we inform you otherwise in the applicable prospectus supplement, modifications and amendments of each indenture may be made by the trustee and us without the consent of the holders to:

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    cause each indenture to be qualified under the Trust Indenture Act or to add provisions expressly required under the Trust Indenture Act;

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    evidence the succession of another person to Sinclair, any guarantor or other obligor on the debt securities and the assumption by any successor of our covenants or the covenants of any guarantor or other obligor on the debt securities under the indenture and in the debt securities of any series;

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    add to our covenants for the benefit of the holders or an event of default to all or any series of debt securities, or surrender any right or power conferred upon us;

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    secure the debt securities;

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    add to or change any provisions to the extent necessary to facilitate the issuance or administration of debt securities in bearer form or facilitate the issuance or administration of debt securities in global form;

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    change or eliminate any provision affecting only debt securities not yet issued;

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    establish the form or terms of debt securities of any series;

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    evidence and provide for successor trustees or to add or change any provisions of the indenture to the extent necessary to permit or facilitate the appointment of a separate trustee or trustees for specific series of debt securities;

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    permit payment in respect of debt securities in bearer form in the United States to the extent allowed by law;

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    make provision with respect to any conversion or exchange rights of holders not adverse to the holders of any debt securities of any series then outstanding with such conversion or exchange rights, which provision directly affects any such series; including providing for the conversion or exchange of debt securities into common stock or preferred stock;

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    •
    cure any ambiguity, correct or supplement any provision which may be defective or inconsistent with any other provision, or make any other provisions with respect to matters or questions arising under the indenture which shall not be inconsistent with the provisions of the indenture; provided, however, that no modifications or amendment may adversely affect the interest of holders of debt securities of any series then outstanding; or

    •
    add a guarantor pursuant to the requirements of the indenture if a debt security of any series is guaranteed.

The holders of a majority in aggregate principal amount of the debt securities of a series may waive compliance with certain restrictive covenants and provisions of the indenture with respect to that series.

Subordination

        Unless we inform you otherwise in the applicable prospectus supplement, the payment of principal of, premium on, if any, and interest on any subordinated debt securities will be subordinated in right of payment, as set forth in the applicable subordinated indenture, to the prior payment in full of all senior debt (as defined in the applicable prospectus supplement), whether outstanding on the date of the subordinated indenture or thereafter incurred.

        Unless we inform you otherwise in the applicable prospectus supplement, during the continuance of any default in the payment of any designated senior debt (as the term is defined in the applicable prospectus supplement) no payment (other than payments previously made pursuant to the provisions described under "—Defeasance or Covenant Defeasance of Indenture") or distribution of any of our assets of any kind or character (excluding certain permitted equity interests or subordinated securities) shall be made on account of the principal of, premium, if any, or interest on, the subordinated debt securities or on account of the purchase, redemption, defeasance or other acquisition of, the subordinated debt securities unless and until the default has been cured, waived or has ceased to exist or the designated senior debt (as the term is defined in the applicable prospectus supplement) shall have been discharged or paid in full in cash or cash equivalents or in any other form acceptable to the holders of senior debt.

        Unless we inform you otherwise in the applicable prospectus supplement, during the continuance of any non-payment default with respect to any designated senior debt pursuant to which the maturity thereof may be accelerated and after the receipt by the trustee and us from a representative of the holder of any designated senior debt of a written notice of the default, no payment (other than payments previously made pursuant to the provisions described under "—Defeasance or Covenant Defeasance of Indenture") or distribution of any of our assets of any kind or character (excluding certain permitted equity or subordinated securities) may be made by us on account of the principal of, premium, if any, or interest on, the subordinated debt securities or on account of the purchase, redemption, defeasance or other acquisition of, the subordinated debt securities for the period specified below (the "payment blockage period").

        Unless we inform you otherwise in the applicable prospectus supplement, the payment blockage period shall commence upon the receipt of notice of the non-payment default by the trustee and Sinclair from a representative of the holders of any designated senior debt and shall end on the earliest of (1) the first date on which more than 179 days shall have elapsed since the receipt of the written notice (provided the designated senior debt as to which notice was given shall not theretofore have been accelerated), (2) the date on which the non-payment default (and all non-payment defaults as to which notice is given after the payment blockage period is initiated) are cured, waived or ceased to exist or on which the designated senior debt is discharged or paid in full in cash or cash equivalents or in any other form acceptable to the holders of designated senior debt or (3) the date on which the payment blockage period (and all non-payment defaults as to which notice is given after the payment blockage period is initiated) shall have been terminated by written notice to us or the trustee from the

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representative of holders of designated senior debt initiating the payment blockage period, after which, in the case of clauses (1), (2) and (3), we shall promptly resume making any and all required payments in respect of the subordinated debt securities, including any missed payments. In no event will a payment blockage period extend beyond the 179 days from the date of the receipt by us or the trustee of the notice initiating the payment blockage period. Any number of notices of non-payment defaults may be given during the 179-day period; provided that during any 365-day consecutive period only one payment blockage period during which payment of principal of, or interest on, the subordinated debt securities may not be made may commence and the duration of the payment blockage period may not exceed 179 days. No non-payment default with respect to designated senior debt which existed or was continuing on the date of the commencement of any payment blockage period will be, or can be, made the basis for the commencement of a second payment blockage period, whether or not within a period of 365 consecutive days, unless the default has been cured or waived for a period of not less than 90 consecutive days.

        Unless we inform you otherwise in the applicable prospectus supplement, if we fail to make any payment on subordinated debt securities when due or within any applicable grace period, whether or not on account of the payment blockage provisions referred to above, the failure would constitute an event of default under the indenture and would enable the holders of the subordinated debt securities to accelerate the maturity thereof. See "—Events of Default."

        Unless we inform you otherwise in the applicable prospectus supplement, each indenture will provide that in the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to us or our assets, or any liquidation, dissolution or other winding up, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or any assignment for the benefit of creditors or any other marshalling of our assets or liabilities, all senior debt must be paid in full in cash or cash equivalents or in any other manner acceptable to the holders of senior debt, or provision made for the payment, before any payment or distribution (excluding distributions of certain permitted equity or subordinated securities) is made on account of the principal of, premium, if any, or interest on the subordinated debt securities. By reason of the subordination, in the event of liquidation or insolvency, our creditors who are holders of senior debt may recover more, ratably, than the holders of the subordinated debt securities, and funds which would be otherwise payable to the holders of the subordinated debt securities will be paid to the holders of the senior debt to the extent necessary to pay the senior debt in full in cash or cash equivalents or in any other manner acceptable to the holders of senior debt, and we may be unable to meet its obligations fully with respect to the subordinated debt securities.

        To the extent provided in the applicable prospectus supplement, any guarantee of subordinated debt securities by a guarantor will be an unsecured subordinated obligation of the guarantor, ranking on an equal basis with, or senior in right of payment to, all other existing and future indebtedness of the guarantor that is expressly subordinated to "guarantor senior debt" (as defined in the applicable indenture). To the extent provided in the applicable prospectus supplement, indebtedness evidenced by the guarantees will be subordinated to guarantor senior debt to the same extent as the subordinated debt securities are subordinated to senior debt and during any period when payment on the subordinated debt securities is blocked by designated senior debt, payment on the guarantees will be similarly blocked.

Discharge, Defeasance and Covenant Defeasance

        Unless we inform you otherwise in the applicable prospectus supplement, each indenture will provide that we may, at our option, at any time, elect to have our and the obligations of each of the guarantors (if any) and any other obligor upon the debt securities discharged with respect to the outstanding debt securities of an applicable series ("defeasance"). The defeasance means that we, each

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of the guarantors (if any) and any other obligor under the indenture shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding debt securities of the series, except for:

            (1)   the rights of holders of outstanding debt securities to receive payments in respect of the principal of, premium, if any, and interest on the debt securities when the payments are due,

            (2)   our obligations with respect to the debt securities concerning issuing temporary debt securities, registration of debt securities, mutilated, destroyed, lost or stolen debt securities, and the maintenance of an office or agency for payment and money for security payments held in trust,

            (3)   the rights, powers, trusts, duties and immunities of the trustee, and

            (4)   the defeasance provisions of the indenture.

In addition, we may, at our option and at any time, elect to have our obligations and the obligations of any guarantor released with respect to certain covenants that are described in the indenture ("covenant defeasance") and any omission to comply with the obligations shall not constitute a default or an event of default with respect to the debt securities of the applicable series. In the event covenant defeasance occurs, certain events (not including non-payment, enforceability of any guarantee, bankruptcy and insolvency events) described under "—Events of Default" will no longer constitute an event of default with respect to the notes.

        Unless we inform you otherwise in the applicable prospectus supplement, in order to exercise either defeasance or covenant defeasance,

            (1)   we must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the debt securities, cash in United States dollars, U.S. Government Obligations (as defined in the indenture), or a combination thereof, in the amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressed in a written certification thereof delivered to the trustee, to pay and discharge the principal of, premium, if any, and interest on the applicable debt securities on the stated maturity of the principal or installment of principal or interest (or on the "Defeasance Redemption Date" as defined in the applicable prospectus supplement), if when exercising either defeasance or covenant defeasance, we have delivered to the trustee an irrevocable notice to redeem all of the outstanding debt securities of the applicable series on the Defeasance Redemption Date;

            (2)   in the case of defeasance, we shall have delivered to the trustee an opinion of independent counsel in the United States stating that (A) we have received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of issuance of the applicable debt securities, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon the opinion of independent counsel in the United States shall confirm that, the holders of the outstanding debt securities will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the defeasance had not occurred;

            (3)   in the case of covenant defeasance, we shall have delivered to the trustee an opinion of independent counsel in the United States to the effect that the holders of the applicable debt securities will not recognize income, gain or loss for federal income tax purposes as a result of the covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the covenant defeasance had not occurred;

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            (4)   no default or event of default shall have occurred and be continuing on the date of the deposit or insofar as clause (7) or (8) under the first paragraph under "—Events of Default" are concerned, at any time during the period ending on the 91st day after the date of deposit;

            (5)   the defeasance or covenant defeasance shall not cause the trustee for the applicable debt securities to have a conflicting interest with respect to any of our securities or securities of any guarantor;

            (6)   the defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, the indenture or any other material agreement or instrument to which we or any guarantor is a party or by which it is bound;

            (7)   we shall have delivered to the trustee an opinion of independent counsel to the effect that (A) the trust funds will not be subject to any rights of holders of senior debt or guarantor senior debt, including, without limitation, those arising under the indenture and (B) after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally;

            (8)   we shall have delivered to the trustee an officers' certificate stating that we did not make the deposit with the intent of preferring the holders of the debt securities or any guarantee over our other creditors or the other creditors of any guarantor with the intent of defeating, hindering, delaying or defrauding our creditors, or the creditors of any guarantor or others;

            (9)   no event or condition shall exist that would prevent us from making payments of the principal of, premium, if any, and interest on the debt securities on the date of the deposit or at any time ending on the 91st day after the date of the deposit; and

            (10) we shall have delivered to the trustee an officers' certificate and an opinion of independent counsel, each stating that all conditions precedent provided for relating to either the defeasance or the covenant defeasance, as the case may be, have been complied with.

Global Debt Securities

        The debt securities of a series may be issued in whole or in part in the form of one or more fully registered global securities. Each registered global security will be registered in the name of a depositary or a nominee for the depositary identified in the applicable prospectus supplement, will be deposited with the depositary or nominee or a custodian therefor and will bear a legend regarding the restrictions on exchanges and registration of transfer thereof and any of the other matters as may be provided for pursuant to the applicable indenture. In that case, one or more registered global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal amount of outstanding debt securities of the series to be represented by the registered global security or securities. Unless and until it is exchanged in whole or in part for debt securities in definitive certificated form, a registered global security may not be transferred or exchanged, except as a whole between the depository and its nominee or successor, or except in the circumstances described in the applicable prospectus supplement.

        The specific terms of the depositary arrangement with respect to any portion of a series of debt securities to be represented by a registered global security will be described in the applicable prospectus supplement.

        Upon the issuance of any registered global security, and the deposit of the registered global security with or on behalf of the depositary for the registered global security, the depositary will credit on its book-entry registration and transfer system the respective principal amounts of the debt securities represented by the registered global security to the accounts of institutions ("participants") that have accounts with the depositary. The accounts to be credited will be designated by the underwriters or

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agents engaging in the distribution of the debt securities, or by us if we directly offer and sell the debt securities. Ownership of beneficial interests in a registered global security will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in a registered global security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the depositary for the registered global security or by its nominee. Ownership of beneficial interests in the registered global security by persons who hold through participants will be shown on, and the transfer of the beneficial interests within the participants will be effected only through, records maintained by the participants.

        So long as the depositary for a registered global security, or its nominee, is the owner of the registered global security, the depositary or the nominee, as the case may be, will be considered the sole owner or holder of the debt security represented by the registered global security for all purposes under each indenture. Accordingly, each person owning a beneficial interest in the registered global security must rely on the procedures of the depositary and, if the person is not a participant, on the procedures of the participant through which the person owns its interest, to exercise any rights of a holder under the indenture. We understand that under existing industry practices, if we request any action of holders, or if an owner of a beneficial interest in a registered global security desires to give or take any instruction or action which a holder is entitled to give or take under the indenture, the depositary would authorize the participants holding the relevant beneficial interests to give or take the instruction or action, and the participants would authorize beneficial owners owning through the participants to give or take the instruction or action or would otherwise act upon the instructions of beneficial owners holding through them.

        Unless otherwise provided in a prospectus supplement, payments with respect to principal, premium, if any, and interest, if any, on the debt securities represented by a registered global security registered in the name of the depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the registered global security. We expect that the depositary for any debt securities represented by a registered global security, upon receipt of any payment of principal or interest in respect of the registered global security, will immediately credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the registered global security as shown on the records of the depositary. We also expect that payments by participants to owners of beneficial interests in the registered global security held through the participants will be governed by standing instructions and customary practices, as is now the case with securities in bearer form held for the accounts of customers or registered in "street name," and will be the responsibility of the participants. Neither the respective trustees nor us nor any of our agents shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in any registered global security, or for maintaining, supervising or reviewing any records relating to the beneficial interests.

        Unless we inform you otherwise in the applicable prospectus supplement, if the depositary for any debt securities represented by a registered global security is at any time unwilling or unable to continue as depositary of the registered global security and if we do not appoint a successor depositary within 90 days, we will issue debt securities in certificated form in exchange for the registered global security. In addition, unless we inform you otherwise in the applicable prospectus supplement, we, in our sole discretion, may at any time determine not to have any of the debt securities of a series represented by one or more registered global securities and, in the event, will issue debt securities of the series in certificated form in exchange for all of the registered global securities representing the series of debt securities. The debt securities of a series may also be issued in whole or in part in the form of one or more bearer global securities that will be deposited with a depositary, or with a nominee for the depositary, identified in the applicable prospectus supplement. Any of the bearer global securities may be issued in temporary or permanent form. The specific terms and procedures, including the specific terms of the depositary arrangement, with respect to any portion of a series of debt securities to be

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represented by one or more bearer global securities will be described in the applicable prospectus supplement.

Convertible Debt Securities

        The terms and conditions, if any, upon which the debt securities are convertible into shares of our Class A common stock will be set forth in the applicable prospectus supplement. Such terms will include:

    •
    whether such debt securities are convertible into shares of Class A common stock;

    •
    the conversion price (or manner of calculation thereof);

    •
    the conversion period;

    •
    provisions as to whether conversion will be at our option or at the option of the holders; and

    •
    the events requiring an adjustment of the conversion price and provisions affecting conversion in the event of the redemption of such debt securities and any restrictions on conversion.

        Reference is made to the section captioned "Description of Common Stock" for a general description of shares of our Class A common stock to be acquired upon any conversion of debt securities, including a description of certain restrictions on the ownership of shares of our Class A common stock.

Notices

        Unless we inform you otherwise in the applicable prospectus supplement, notices to holders of registered debt securities will be given by mail to the addresses of the holders as they may appear in the register.

Governing Law

        Unless we inform you otherwise in the applicable prospectus supplement, the indentures, the debt securities and any guarantees will be governed by the laws of the State of New York.

Trustee

        The trustee for each series of debt securities will be identified in the applicable prospectus supplement. Each indenture will contain certain limitations on the right of a trustee thereunder, as our creditor, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any claim as security or otherwise.

        The holders of a majority in principal amount of all outstanding debt securities of a series (or if more than one series is affected thereby, of all series so affected, voting as a single class) will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy or power available to the trustee for the series.

        In case an event of default shall occur (and shall not be cured) under any indenture relating to a series of debt securities and is known to the trustee under the indenture, the trustee shall exercise the rights and powers vested in it by the indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. Subject to these provisions, no trustee will be under any obligation to exercise any of its rights or powers under the applicable indenture at the request of any of the holders of debt securities unless they shall have offered to the trustee security and indemnity satisfactory to it.

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 DESCRIPTION OF PREFERRED STOCK

        The following is a general description of the preferred stock that we may offer from time to time. The particular terms of the preferred stock being offered and the extent to which such general provisions may apply will be set forth in the applicable prospectus supplement. The statements below describing our preferred stock are in all respects subject to and qualified in their entirety by reference to the applicable provisions of our articles of incorporation and our bylaws.

        For purposes of this section of the prospectus, references to "Sinclair," "we," "our" or "us" refer only to Sinclair Broadcast Group, Inc. and not any of its current or future subsidiaries.

        Our authorized capital stock consists of 500,000,000 shares of Class A common stock, par value $0.01 per share, 140,000,000 shares of Class B common stock, par value $0.01 per share, and 50,000,000 shares of preferred stock, par value $0.01 per share. As of September 30, 2015, we had no shares of preferred stock outstanding.

General

        Under our articles of incorporation, our Board of Directors may from time to time establish and issue one or more series of preferred stock without stockholder approval. Our Board of Directors may, subject to the express provisions of any other series of preferred stock then outstanding, alter the designation, classify or reclassify any unissued preferred stock by setting or changing the number, designation, preference, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms or conditions of redemption of such series. The issuance of preferred stock could adversely affect the voting power, dividend rights and other rights of holders of common stock. Preferred stock will, when issued, be fully paid and nonassessable.

        The prospectus supplement relating to any preferred stock offered under it will contain the specific terms, including:

    •
    the number of shares, designation or title of the shares and offering price of the shares;

    •
    the dividend rate on the shares of the series, if any, whether any dividends shall be cumulative and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of the series;

    •
    the date from which dividends on the preferred stock will accumulate, if applicable;

    •
    the redemption rights, including conditions and the price(s), if any, for shares of the series;

    •
    the terms and amounts of any sinking fund for the purchase or redemption of shares of the series;

    •
    the rights of the shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, and the relative rights of priority, if any, of payment of shares of the series;

    •
    whether the shares of the series will be convertible into shares of any other class or series, or any of our other securities, or securities of any other corporation or other entity, and, if so, the specification of the other class or series of the other security, the conversion price(s) or dates on which the shares will be convertible and all other terms and conditions upon which the conversion may be made;

    •
    restrictions on the issuance of shares of the same series or of any other class or series;

    •
    the voting rights, if any, of the holders of shares of the series; and

    •
    any other relative rights, preferences and limitations on that series.

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Rank

        Unless otherwise specified in the prospectus supplement, our preferred stock, of a particular series, being issued will, with respect to dividend rights and rights upon our liquidation, dissolution or winding up, rank:

    •
    senior to all classes or series of our common stock, and to all equity securities ranking junior to preferred stock we have issued;

    •
    on a parity with all equity securities we have issued, the terms of which specifically provide that such equity securities rank on a parity with the preferred stock; and

    •
    junior to all preferred stock of a different series that we have issued the terms of which specifically provide that such equity securities rank senior to preferred stock of another series.

Dividends

        Subject to any preferential rights of any outstanding stock or series of stock and unless otherwise indicated in the applicable prospectus supplement, our holders of preferred stock of each series will generally be entitled to receive, when, as and if declared by our Board of Directors, out of our assets legally available for payment, dividends (in cash, in kind or in other property if expressly permitted and described in the applicable prospectus supplement) at such rates and on such dates as will be set forth in the applicable prospectus supplement. Each such dividend shall be payable to holders of record as they appear on our share transfer books on such record dates as shall be fixed by our Board of Directors.

        Dividends on any series of preferred stock may be cumulative or non-cumulative, as provided in the applicable prospectus supplement. Dividends, if cumulative, will be cumulative from and after the date set forth in the applicable prospectus supplement. If our Board of Directors fails to declare a dividend payable on a dividend payment date on any series of preferred stock for which dividends are noncumulative, then the holders of such series of preferred stock will have no right to receive a dividend in respect of the dividend period ending on such dividend payment date. We will have no obligation to pay the dividend accrued for such period, whether or not dividends on such series are declared payable on any future dividend payment date.

        If preferred stock of any series is outstanding, we will not pay or declare a full dividend on a series of parity or junior preferred stock or common stock unless:

    •
    for preferred stock with cumulative dividends, we have declared and paid, or declared and set apart a sum sufficient to pay full cumulative dividends on the preferred stock through the then-current dividend period; or

    •
    for preferred stock lacking cumulative dividends, we have declared and paid, or declared and set apart a sum sufficient to pay full dividends for the then-current dividend period.

        If dividends are not paid in full (or if a sum sufficient has not been set aside for full payment), then dividends for both that series and any parity series will be declared pro rata. Therefore, the amount of dividends declared per share of both series will maintain the same ratio that accrued dividends per share of each series bear to each other. Accrued dividends will not include any accumulation in respect of unpaid dividends for prior dividend periods if such shares of preferred stock do not have a cumulative dividend. No interest, or sum of money in lieu of interest, shall be payable for any dividend payment or payments on preferred stock of such series which may be in arrears.

        Except as provided in the immediately preceding paragraph, unless we have paid, or declared and set apart a sum sufficient to pay the then current dividend (including dividend payments in arrears if dividends are cumulative) for a series of preferred stock, we will not declare dividends (other than in

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Class A common stock or preferred stock ranking junior to the preferred stock of such series as to dividends and upon liquidation) or pay or set aside for payment or declare or make any other distribution upon shares of the common stock, junior stock or parity stock as to dividends or upon liquidation. Additionally, we shall not redeem, purchase or otherwise acquire for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such shares) any shares of common stock, junior stock or parity stock as to dividends or upon liquidation. However, we may convert or exchange those shares into junior stock as to dividends and upon liquidation.

Redemption

        If so provided in the applicable prospectus supplement, any series of our preferred stock will be subject to mandatory redemption or redemption at our option, in whole or in part, in each case upon the terms, at the times and at the redemption prices set forth in such prospectus supplement.

        The prospectus supplement relating to a series of our preferred stock that is subject to mandatory redemption will specify:

    •
    the number of shares of such preferred stock that we will redeem in each year;

    •
    the year the redemption will commence;

    •
    the redemption price per share, together with an amount equal to all accrued and unpaid dividends to the date of redemption; and

    •
    whether the redemption price may be payable in cash or other property.

If the redemption price for our preferred stock of any series is payable only from the net proceeds of the issuance of our capital stock, the terms of such preferred stock may provide that, if we have not issued capital stock or to the extent the net proceeds from any issuance are insufficient to pay in full the aggregate redemption price then due, such preferred stock shall automatically and mandatorily be converted into the applicable class or series of our capital stock pursuant to conversion provisions specified in the applicable prospectus supplement.

        We cannot redeem, purchase or otherwise acquire shares of a series of preferred stock unless:

    •
    for preferred stock with cumulative dividends, we have declared and paid, or declared and set apart a sum sufficient to pay full cumulative dividends on the preferred stock through the then-current dividend period; or

    •
    for preferred stock lacking cumulative dividends, we have declared and paid, or declared and set apart a sum sufficient to pay full dividends for the then-current dividend period.

The foregoing shall not prevent the purchase or acquisition of preferred stock of such series pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding preferred stock of such series.

        If fewer than all of our outstanding preferred stock of any series are to be redeemed, we will determine the number of shares to be redeemed. We may redeem the shares on a pro rata basis from the holders of record of those shares in proportion to the number of those shares held or for which redemption is requested by the holder (with adjustments to avoid redemption of fractional shares) or by lot in a manner we determine.

        Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of record of preferred stock of any series to be redeemed at the address shown on our share transfer books. Each notice shall state:

    •
    the redemption date;

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    •
    the number of shares and the series of preferred stock to be redeemed;

    •
    the redemption price;

    •
    the place or places where certificates for such shares are to be surrendered for payment of the redemption price;

    •
    that dividends on the shares to be redeemed will cease to accrue on such redemption date; and

    •
    the date upon which the holder's conversion rights, if any, as to such shares shall terminate.

        If fewer than all shares of the preferred stock of any series are to be redeemed, the notice mailed to each holder shall also specify the number of shares of preferred stock to be redeemed from each holder. If notice of redemption of any preferred stock has been given and if we have set aside the funds necessary for such redemption in trust for the benefit of the holders of any of our preferred stock so called for redemption, then from and after the redemption date dividends will cease to accrue on the preferred stock, and all rights of the holders of the redeemable shares will terminate, except the right to receive the redemption price.

Liquidation Preference

        Upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, then, before any distribution or payment will be made to the holders of any shares of common stock or any other class or series of preferred stock ranking junior to the preferred stock in the distribution of assets upon any liquidation, dissolution or winding up of us, the holders of each series of preferred stock will be entitled to receive out of our assets legally available for distribution to stockholders liquidating distributions in the amount of the liquidation preference per share (set forth in the applicable prospectus supplement), plus an amount equal to all dividends accrued and unpaid (which shall not include any accumulation in respect of unpaid dividends for prior dividend periods if such preferred stock does not have a cumulative dividend). After payment of the full amount of the liquidating distributions to which they are entitled, the holders of preferred stock will have no right or claim to any of our remaining assets. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, our available assets are insufficient to pay the amount of the liquidating distributions on all our outstanding preferred stock and the corresponding amounts payable on all shares of other classes or series of our capital stock ranking on a parity with the preferred stock in the distribution of assets, then the holders of the preferred stock and all other such classes or series of capital stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.

        If liquidating distributions shall have been made in full to all holders of preferred stock, our remaining assets will be distributed among the holders of any other classes or series of capital stock ranking junior to the preferred stock upon liquidation, dissolution or winding up, according to their respective rights and preferences and in each case according to their respective number of shares. For such purposes, our consolidation or merger with or into any other corporation, trust or entity, or the sale, lease or conveyance of all or substantially all of our property or business, shall not be deemed to constitute a liquidation, dissolution or winding up of us.

Voting Rights

        Unless otherwise indicated in the applicable prospectus supplement, holders of our preferred stock will not have any voting rights.

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Conversion Rights

        The terms and conditions, if any, upon which any series of preferred stock is convertible into shares of our Class A common stock will be set forth in the applicable prospectus supplement. Such terms will include:

    •
    the number of shares of Class A common stock into which the shares of preferred stock are convertible;

    •
    the conversion price (or manner of calculation);

    •
    the conversion period;

    •
    provisions as to whether conversion will be at the option of the holders of preferred stock or us;

    •
    the events requiring an adjustment of the conversion price; and

    •
    provisions affecting conversion in the event of the redemption of such series of preferred stock.

Book-Entry Preferred Stock

        The preferred stock of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in the applicable prospectus supplement relating to such series. Global securities may be issued in either registered or bearer form and in either temporary or permanent form. The specific terms of the depositary arrangement with respect to a series of preferred stock will be described in the applicable prospectus supplement relating to such series.

Registrar and Transfer Agent

        The registrar and transfer agent for the preferred stock will be set forth in the applicable prospectus supplement.


DESCRIPTION OF DEPOSITARY SHARES

        The following is a general description of the depositary shares that we may offer from time to time. The particular terms of the depositary shares being offered and the extent to which such general provisions may apply will be set forth in the applicable prospectus supplement.

        For purposes of this section of the prospectus, references to "Sinclair," "we," "our" or "us" refer only to Sinclair Broadcast Group, Inc. and not any of its current or future subsidiaries.

General

        We may issue depositary shares, each of which will represent a fractional interest of a share of a particular series of our preferred stock, as specified in the applicable prospectus supplement. We will deposit shares of preferred stock of each series represented by depositary shares under a separate deposit agreement among us, the applicable depositary and the holders from time to time of the depositary receipts. Generally, each owner of a depositary receipt will be entitled, in proportion to the fractional interest of a share of the particular series of shares of preferred stock represented by the appropriate depositary shares, to all the rights and preferences of those shares of preferred stock (including dividend, voting, conversion, redemption and liquidation rights). As of September 30, 2015, we had no depositary shares issued and outstanding.

        The depositary shares will be evidenced by depositary receipts issued pursuant to the applicable deposit agreement. Immediately following our issuance and delivery of our preferred stock to the depositary, we will cause the preferred stock depositary to issue, on our behalf, the depositary receipts.

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Upon request we will provide you with copies of the applicable form of deposit agreement and depositary receipt.

Dividends and Other Distributions

        The depositary will distribute all cash dividends or other cash distributions received in respect of the preferred stock to the record holders of the applicable depositary receipts in proportion to the number of depositary receipts owned by such holder.

        In the event of a distribution other than in cash, the depositary will distribute property received by it to the appropriate record holders of depositary receipts. If the depositary determines that it is not feasible to make such distribution, then it may, with our approval, sell such property and distribute the net proceeds to the record holders.

Withdrawal of Shares

        Generally, if a holder surrenders depositary receipts at the corporate trust office of the preferred stock depositary (unless the related depositary shares have previously been called for redemption), the holder will be entitled to receive at that office the number of whole or fractional shares of preferred stock and any money or other property represented by the depositary shares. Holders of depositary receipts will be entitled to receive whole or fractional shares of the related preferred stock on the basis of the proportion of shares of preferred stock represented by each depositary share as specified in the applicable prospectus supplement. Thereafter, holders of such preferred stock will not be entitled to receive depositary shares for the preferred stock. If a holder seeks to withdraw more depositary shares than are available, then the preferred stock depositary will deliver to such holder at the same time a new depositary receipt evidencing such excess number of depositary shares.

Redemption of Depositary Shares

        Whenever we redeem preferred stock held by the preferred stock depositary, the depositary will redeem as of the same redemption date the appropriate number of depositary shares, provided we shall have paid in full to the depositary the redemption price of the preferred stock to be redeemed plus an amount equal to any accrued and unpaid dividends (except, with respect to noncumulative shares of preferred stock, dividends for the current dividend period only) to the date fixed for redemption. The redemption price per depositary share will be equal to the redemption price and any other amounts per share payable with respect to the preferred stock specified in the applicable prospectus supplement. If less than all the depositary shares are to be redeemed, the amount redeemed will be selected by the depositary by lot.

        After the date fixed for redemption, the depositary shares called for redemption will no longer be outstanding. All rights of the holders will cease, except the right to receive money or other property that the holders of the depositary shares were entitled to receive upon such redemption. Payments will be made when holders surrender their depositary receipts to the depositary.

Voting of the Underlying Preferred Stock

        Upon receipt of notice of any meeting at which the holders of shares of preferred stock are entitled to vote, the depositary will mail the information contained in such notice of meeting to the record holders of the applicable depositary receipts. Each record holder of depositary receipts on the record date (which will be the same date as the record date for the preferred stock) will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the amount of shares of preferred stock represented by such holder's depositary shares. The depositary will vote in accordance with such instructions, and we will agree to take all reasonable action that may be deemed necessary by the depositary in order to enable the depositary to do so. The depositary will abstain from voting to the extent it does not receive specific instructions from the depositary receipts holders.

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Liquidation Preference

        In the event of our liquidation, dissolution or winding up, whether voluntary or involuntary, each holder of a depositary receipt will be entitled to the fraction of the liquidation preference accorded each share of applicable preferred stock, as set forth in the appropriate prospectus supplement.

Conversion of Preferred Stock

        Our depositary shares, as such, are not convertible into shares of our Class A common stock or any of our other securities or property. Nevertheless, if so specified in the applicable prospectus supplement, the depositary receipts may be surrendered by their holders to the depositary with written instructions to the depositary to instruct us to cause conversion of the shares of represented preferred stock into whole shares of Class A common stock or preferred stock, as the case may be, and we will agree that upon receipt of such instructions and any amounts payable, we will convert the depositary shares utilizing the same procedures as those provided for delivery of shares of preferred stock to effect such conversion. If the depositary shares are to be converted in part only, one or more new depositary receipts will be issued for any depositary shares not to be converted. No fractional shares of Class A common stock will be issued upon conversion, and if such conversion will result in a fractional share being issued, we will pay an amount in cash equal to the value of the fractional interest based upon the closing price of the Class A common stock on the last business day prior to the conversion.

Amendment and Termination of the Deposit Agreement

        We and the depositary may, at any time, agree to amend the form of depositary receipt and any provision of the deposit agreement. However, any amendment that materially and adversely alters the rights of the holders of depositary receipts will not be effective unless that amendment has been approved by the existing holders of at least a majority of the depositary shares.

        We may terminate the deposit agreement upon not less than 30 days' prior written notice to the preferred stock depositary if a majority of each class of preferred stock affected by the termination consents to the termination, whereupon the depositary will deliver or make available to each holder of depositary receipts, upon surrender of the depositary receipts held by such holder, such number of whole or fractional shares of preferred stock as are represented by the depositary shares evidenced by such depositary receipts.

        In addition, the deposit agreement will automatically terminate if:

    •
    all outstanding depositary shares shall have been redeemed;

    •
    there shall have been a final distribution in respect of the related preferred stock in connection with our liquidation, dissolution or winding up and such distribution shall have been distributed to the holders of the applicable depositary receipts; or

    •
    each share of related preferred stock shall have been converted into capital stock not so represented by depositary shares.

Charges of Preferred Stock Depositary

        We will pay all transfer and other taxes and governmental charges arising solely from the existence of the deposit agreement. In addition, we will pay the fees and expenses of the depositary in connection with the performance of its duties under the deposit agreement. However, unless otherwise specified in the applicable prospectus supplement, holders of depositary receipts will pay the fees and expenses of the depositary for any duties requested by such holders to be performed which are outside of those expressly provided for in the deposit agreement.

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Resignation and Removal of Depositary

        The depositary may resign at any time by delivering to us notice of its election to do so. We may at any time remove the depositary. Any such resignation or removal will take effect upon the appointment of a successor depositary, which must be appointed within 60 days after delivery of the notice of resignation or removal and, as in the case of the original preferred stock depositary, must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000.

Miscellaneous

        The depositary will forward to holders of depositary receipts any reports and communications from us, including our annual reports and Exchange Act filings, which are received by the depositary with respect to the related preferred stock. The holders of depositary receipts shall have the rights to inspect the transfer books of the depositary and the list of holders of depositary receipts as provided in the applicable deposit agreement or as required by law.

        We, as well as the depositary, will not be liable if either of us is prevented from or delayed in, by law or any circumstances beyond its control, performing its obligations under the deposit agreement. Our obligations and those of the depositary under the deposit agreement will be limited to performing our respective duties in good faith and without negligence, gross negligence or willful misconduct, and neither of us will be obligated to prosecute or defend any legal proceeding relating to any depositary receipts, depositary shares or shares of preferred stock unless satisfactory indemnity is furnished. We and the depositary may rely on written advice of counsel or accountants, or information provided by persons presenting shares of preferred stock represented by depositary receipts, holders of depositary receipts or other persons believed to be competent to give such information, and on documents believed to be genuine and signed by a proper party.

        If the depositary shall receive conflicting claims, requests or instructions from any holders of depositary receipts, on the one hand, and us, on the other hand, the depositary shall be entitled to act on our claims, requests or instructions.


DESCRIPTION OF COMMON STOCK

        The following description of our two classes of common stock sets forth certain general terms and provisions of each class of common stock. In this prospectus we are only offering for issuance our Class A common stock to which any prospectus supplement may relate, including a prospectus supplement providing that Class A common stock will be issuable upon conversion of our debt securities or our preferred stock or upon the exercise of our warrants to purchase Class A common stock. The statements below describing each class of common stock are in all respects subject to and qualified in their entirety by reference to the applicable provisions of our articles of incorporation and bylaws.

        For purposes of this section of the prospectus, references to "Sinclair," "we," "our" or "us" refer only to Sinclair Broadcast Group, Inc. and not any of its current or future subsidiaries.

General

        Our authorized capital stock consists of 500,000,000 shares of Class A common stock, par value $0.01 per share, 140,000,000 shares of Class B common stock, par value $0.01 per share, and 50,000,000 shares of preferred stock, par value $0.01 per share. As of February 8, 2016, we had 68,826,930 shares of Class A common stock outstanding and 25,928,357 shares of Class B common stock outstanding. All issued and outstanding shares of common stock are duly authorized, validly issued, fully paid and nonassessable.

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        The rights of the holders of the Class A common stock and Class B common stock are substantially identical in all respects, except for voting rights and the right of Class B common stock to convert into Class A common stock.

        The following descriptions of our Class A common stock and Class B common stock, and any description of our Class A common stock in a prospectus supplement, may not be complete and is subject to, and qualified in its entirety by reference to, the Maryland General Corporation Law, the actual terms of our articles of incorporation and our bylaws, each as amended and/or restated from time to time.

Class A Common Stock

Voting Rights

        Each holder of our Class A common stock is entitled to one vote per share. The holders of all classes of common stock entitled to vote will vote together as a single class on all matters presented to the stockholders for their vote or approval, including the election of directors, except as otherwise required by Maryland General Corporation Law. There is no cumulative voting in the election of directors.

Dividends

        Subject to the rights of our outstanding preferred stock, if any, which may be hereafter classified and issued, holders of Class A common stock are entitled to receive dividends, if any, as may be declared by our Board of Directors out of funds legally available therefor. All holders of our common stock shall have identical rights to receive any dividends or distributions, and no dividends or distributions shall be paid on any shares of Class A common stock unless the same is paid on all shares of our common stock.

Preemptive Rights

        Holders of shares of our Class A common stock do not have any preemptive rights.

Redemption Rights

        Our shares of Class A common stock are not subject to redemption by operation of a sinking fund or otherwise.

Liquidation Rights

        In the event of any liquidation, dissolution, or winding up of Sinclair, after the payment of debts and liabilities and subject to the prior rights of the preferred stockholders, if any, and the rights of the holders of our Class B common stock, the holders of our Class A common stock are entitled to receive any of our assets available for distribution to our stockholders ratably in proportion to the number of shares held by them.

Transfer Agent and Registrar

        The transfer agent and registrar for our Class A common stock is American Stock Transfer & Trust Company.

Listing

        Our Class A common stock is listed on the NASDAQ Global Select Market under the symbol "SBGI."

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Class B Common Stock

        The rights of the holders of our Class B common stock are identical with those of our Class A common stock in all respects, except for voting rights and the right of Class B common stock to convert into Class A common stock. Further, in any merger, consolidation or business combination, the consideration to be received per share by the holders of the Class A common stock must be identical to that received by the holders of the Class B common stock, except that in any transaction in which shares of a third party's common stock are distributed in exchange for our common stock, the shares may differ as to voting rights to the extent that the voting rights now differ among the classes of common stock.

Voting Rights

        The holders of our Class B common stock are entitled to ten votes per share except in certain circumstances described below. The holders of all classes of common stock entitled to vote will vote together as a single class on all matters presented to the stockholders for their vote or approval except as otherwise required by Maryland General Corporation Law.

        Notwithstanding the foregoing, the holders of our Class B common stock are entitled to only one vote per share, voting as a single class with the holders of our Class A common stock, with respect to any proposed: (a) "going private" transaction; (b) sale or other disposition of all or substantially all of our assets; (c) sale or transfer which would cause a fundamental change in the nature of our business; or (d) merger or consolidation of our Company in which the holders of our common stock will own less than 50% of the common stock following the transaction. A "going private" transaction is defined as any "Rule 13e-3 transaction," as that term is defined in Rule 13e-3 promulgated under the Exchange Act, between us and (1) any of the controlling stockholders, as defined below, (2) any affiliate, as defined below, of the controlling stockholders or (3) any group of which the controlling stockholders are an affiliate or of which the controlling stockholders are a member. An "affiliate" is defined as the following: (i) any individual or entity who or that, directly or indirectly, controls, is controlled by, or is under the common control of the controlling stockholders; (ii) any corporation or organization (other than us or one of our majority-owned subsidiaries) of which any of the controlling stockholders is an officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of voting securities or in which any of the controlling stockholders has a substantial beneficial interest; (iii) a voting trust or similar arrangement pursuant to which the controlling stockholders generally control the vote of the shares of common stock held by or subject to any trust or arrangement; (iv) any other trust or estate in which any of the controlling stockholders has a substantial beneficial interest or as to which any of the controlling stockholders serves as a trustee or in a similar fiduciary capacity; or (v) any relative or spouse of the controlling stockholders or any relative of the spouse who has the same residence as any of the controlling stockholders.

Conversion

        Except for transfers to a permitted transferee (generally, related parties of David D. Smith, Frederick G. Smith, J. Duncan Smith or Robert E. Smith, whom we refer to as the "controlling stockholders"), any transfer of shares of Class B common stock held by any of the controlling stockholders will cause the shares to be automatically converted to Class A common stock. Any conversion of our Class B common stock into our Class A common stock shall be at a one-to-one ratio, and the Class A common stock issued upon any such conversion shall be deemed to be fully paid and nonassessable.

        If the total number of shares of common stock held by the controlling stockholders falls to below 10% of the total number of shares of common stock outstanding, all of the outstanding shares of Class B common stock automatically will be classified as Class A common stock. Holders of our

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Class B common stock may, however, pledge his shares of class B common stock pursuant to a bona fide pledge of such shares as collateral security for any indebtedness due to the pledge without causing an automatic conversion into Class A common stock, so long as such shares may not be transferred to or registered in the name of the pledge unless such pledge is a permitted transferee. In the event of a foreclosure or other similar action by a pledge who is not a permitted transferee, such pledged shares of Class B common stock shall be converted automatically, without any act or deed on the part of Sinclair or any other person, into shares of our Class A common stock as above provided.

        In addition to the above conversion terms of our Class B common stock, each holder of our Class B common stock has the right to convert his shares at any time into our Class A common stock.

Transfer Agent and Registrar

        The transfer agent and registrar for our Class B common stock is Thomas & Libowitz, P.A.

Listing

        Our Class B common stock is not listed on any securities exchange or automated quotation system.

Certain Provisions of Maryland Law and Our Articles of Incorporation and Bylaws

        The following summary of certain provisions of the Maryland General Corporation Law and our articles of incorporation and bylaws is not complete. You should read the Maryland General Corporation Law and our articles of incorporation and bylaws for more complete information.

        Limitation of Liability of Directors and Officers.    Our bylaws also provide that each director shall perform his duties in good faith and with such care as an ordinarily prudent person in like position would use under similar circumstances. In performing his duties, each director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in which case prepared or presented by: (a) one or more officers or employees of ours whom the director reasonably believes to be reliable and competent in the matters presented; (b) counsel, certified public accountants or other persons as to matters which the director reasonably believes to be within such person's professional or expert competence; or (c) a Committee of our Board of Directors that has been duly designated upon which such director does not serve as to matters within its designated authority, which Committee such director reasonably believes to merit confidence. Our bylaws provide that a director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A director who performs his duties in compliance with the foregoing shall have no liability by reason of being or having been a director of ours.

        Indemnification of Directors and Officers.    Our articles of incorporation and bylaws require us to indemnify our directors and officers to the fullest extent permitted by Maryland law. Under current Maryland law, we will indemnify (i) any director or officer who has been successful, on the merits or otherwise, in the defense of a proceeding to which he was made a party by reason of his service in that capacity, against reasonable expense incurred by him in connection with the proceeding and (ii) any present or former director or officer against any claim or liability unless it is established that (a) his act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; (b) he actually received an improper personal benefit in money, property or services; or (c) in the case of a criminal proceeding, he had reasonable cause to believe that his act or omission was unlawful. In addition, our articles of incorporation and bylaws require us to pay or reimburse, in advance of the final disposition of a proceeding, expenses incurred by a director or officer to the fullest extent provided by Maryland law. Current Maryland law provides that we shall have received, before providing any such payment or reimbursement, (i) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct

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necessary for indemnification by us as authorized by Maryland law and our bylaws and (ii) a written undertaking by or on his behalf to repay the amount paid or reimbursed by us if it shall ultimately be determined that the standard of conduct was not met. Our articles of association and bylaws also permit our Board of Directors to provide indemnification, payment or reimbursement of expenses to any of our employees or agents in such capacity. Our articles of incorporation also provide that no amendment thereto may limit or eliminate this limitation of liability with respect to events occurring prior to the effective date of such amendment.

        Meetings of Stockholders.    Our bylaws provide for an annual meeting of stockholders to elect individuals to the Board of Directors and transact such other business as may properly be brought before the meeting. Special meetings of stockholders may be called at any time by the Chairman of the Board of Directors, the President, a Vice President, the Secretary or any director of the Board of Directors upon the request in writing of the holders of a majority of all the votes entitled to be cast with regard to the business to be transacted at such special meeting and such request shall state the purpose of purposes of the special meeting. Business transacted at all special meetings of stockholders shall be confined to the purpose or purposes listed in the notice of such special meeting.

        Voting as a Separate Class.    Under Maryland General Corporation Law, the holders of common stock are entitled to vote as a separate class with respect to any amendment of our articles of incorporation that would increase or decrease the aggregate number of authorized shares of the class, increase or decrease the par value of the shares of the class or modify or change the powers, preferences or special rights of the shares of the class so as to adversely affect the class.

        Business Combinations.    Maryland General Corporation Law prohibits us from entering into "business combinations" and other corporate transactions unless special actions are taken. The business combinations that require these special actions include a merger, consolidation, share exchange, or, in certain circumstances, an asset transfer or issuance of equity securities when the combination is between us and an "interested stockholder" (as defined below). An interested stockholder is:

    •
    any person who beneficially owns 10% or more of the voting power of our shares; or

    •
    any of our affiliates which beneficially owned 10% or more of the voting power of our shares within two years prior to the date in question.

        We may not engage in a business combination with an interested stockholder or any of its affiliates for five years after the interested stockholder becomes an interested stockholder. We may engage in business combinations with an interested stockholder if at least five years have passed since the person became an interested stockholder, but only if the transaction is:

    •
    recommended by our Board of Directors; and

    •
    approved by at least,

    •
    80% of our outstanding shares entitled to vote; and

    •
    two-thirds of our outstanding shares entitled to vote that are not held by the interested stockholder.

        Stockholder approval will not be required if our stockholders receive a minimum price (as defined in the statute) for their shares and our stockholders receive cash or the same form of consideration as the interested stockholder paid for its shares.

        This prohibition does not apply to business combinations involving us that are exempted by the Board of Directors before the interested stockholder becomes an interested stockholder. It is anticipated that our board of directors will exempt from the Maryland statute any business combination

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with the controlling stockholders, any present or future affiliate or associate of any of them, or any other person acting in concert or as a group with any of the foregoing persons.

        Control Share Acquisitions.    The Maryland General Corporation Law provides that "control shares" of a Maryland corporation acquired in a "control share acquisition" have no voting rights unless two-thirds of the stockholders (excluding shares owned by the acquirer, and by the officers and directors who are employees of the Maryland corporation) approve their voting rights.

        "Control Shares" are shares that, if added with all other shares previously acquired, would entitle that person to vote, in electing the directors

    •
    10% or more but less than one-third of such shares;

    •
    one-third or more but less than a majority of such shares; or

    •
    a majority of the outstanding shares.

        Control shares do not include shares the acquiring person is entitled to vote with stockholder approval. A "control share acquisition" means the acquisition of control shares, subject to certain exceptions.

        If this provision becomes applicable to us, a person who has made or proposes to make a control share acquisition could, under certain circumstances, compel our Board of Directors to call a special meeting of stockholders to consider the voting rights of the control shares. We could also present the question at any stockholders' meeting on our own.

        If this provision becomes applicable to us, subject to certain conditions and limitations, we would be able to redeem any or all control shares. If voting rights for control shares were approved at a stockholders meeting and the acquirer were entitled to vote a majority of the shares entitled to vote, all other stockholders could exercise appraisal rights and exchange their shares for a fair value as defined by statute.

        The control share acquisition statute does not apply to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or to acquisitions approved or exempted by our articles of incorporation or bylaws.

Foreign Ownership

        Under our articles of incorporation and in order to comply with rules and regulations administered by the Federal Communications Commission, or the FCC, we are not permitted to issue or transfer on our books any of our capital stock to or for the account of any Alien, as defined in our articles of incorporation, if after giving effect to the issuance or transfer, the capital stock held by or for the account of any Alien or Aliens would exceed, individually or in the aggregate, 25% of our capital stock at any time outstanding. Pursuant to our articles of incorporation, we will have the right to repurchase any shares of our capital stock owned beneficially by an Alien or Aliens at the fair market value to the extent necessary, in the judgment of the board of directors, to comply with the foregoing ownership restrictions. Our articles of incorporation also provides that no Alien or Aliens shall be entitled to vote, direct or control the vote of more than 25% of the total voting power of all of the shares of our capital stock outstanding and entitled to vote at any time and from time to time.

        Our articles of incorporation also provide that no Alien shall be qualified to act as an officer of our Company at any time and that no more than 25% of the total number of directors of our Company at any time may be Aliens. Our articles of incorporation give our board of directors all powers necessary to implement and administer the foregoing provisions.

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 DESCRIPTION OF WARRANTS

        We may issue warrants for the purchase of common or preferred stock. If we offer warrants, we will describe the terms in a prospectus supplement. Warrants may be offered independently, together with other securities offered by any prospectus supplement, or through a dividend or other distribution to stockholders and may be attached to or separate from other securities. We will issue the warrants under warrant agreements to be entered into between us and a bank or trust company, as warrant agent, all as shall be set forth in the applicable prospectus supplement. A warrant agent would act solely as our agent in connection with the warrants of a particular series and would not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of such warrants.

        For purposes of this section of the prospectus, references to "Sinclair," "we," "our" or "us" refer only to Sinclair Broadcast Group, Inc. and not any of its current or future subsidiaries.

        The following are some of the warrant terms that could be described in a prospectus supplement:

    •
    the title of the warrant;

    •
    the aggregate number of warrants;

    •
    price or prices at which the warrant will be issued;

    •
    the designation, number and terms of the preferred shares or common shares that may be purchased on exercise of the warrant;

    •
    the date, if any, on and after which the warrant and the related securities will be separately transferable;

    •
    the price at which each security purchasable on exercise of the warrant may be purchased;

    •
    the dates on which the right to purchase the securities purchasable on exercise of the warrant will begin and end;

    •
    the minimum or maximum number of securities that may be purchased at any one time;

    •
    any anti-dilution protection;

    •
    information with respect to book-entry procedures, if any;

    •
    a discussion of material federal income tax considerations; and

    •
    any other warrant terms, including terms relating to transferability, exchange or exercise of the warrant.


PLAN OF DISTRIBUTION

        We may sell the securities being offered by this prospectus in one or more of the following ways from time to time: (1) through underwriters or dealers; (2) through agents; (3) in "at the market offerings" to or through a market maker or into an existing trading market or securities exchange or otherwise; (4) directly to purchasers; or (5) through a combination of any of these methods of sale. Any such underwriter or agent involved in the offer and sale of the offered securities will be named in the applicable prospectus supplement.

        Underwriters may offer and sell our securities at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to the prevailing market prices or at negotiated prices. We also may, from time to time, authorize underwriters acting as our agents to offer and sell our securities upon the terms and conditions set forth in an applicable prospectus supplement. In connection with the sale of our securities, underwriters may be deemed to have received

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compensation from us in the form of underwriting discounts or commissions and may also receive commissions from purchasers of our securities for whom they may act as agent. Underwriters may sell our securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions from the underwriters or commissions from the purchasers for whom they may act as agent.

        Any underwriting compensation we pay to underwriters or agents in connection with the offering of our securities and any discounts, concessions or commissions allowed by underwriters to participating dealers will be set forth in the applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution of the offered securities may be deemed to be underwriters, and any discounts and commissions received by them and any profit realized by them on resale of the our securities may be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters, dealers and agents may be entitled, under agreements entered into with us, to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act.

        If so indicated in the applicable prospectus supplement, we will authorize dealers acting as our agents to solicit offers by certain institutions to purchase our securities from us at the public offering price set forth in such prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in such prospectus supplement. Each contract will be for an amount not less than, and the aggregate principal amount of securities sold pursuant to contracts shall be not less or more than, the respective amounts stated in the applicable prospectus supplement. Institutions with whom contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions, and other institutions, but will in all cases be subject to our approval. Contracts will not be subject to any conditions except (i) the purchase by an institution of the offered securities covered by its contracts shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which such institution is subject and (ii) if the offered securities are being sold to underwriters, we shall have sold to such underwriters the total principal amount of our securities less the principal amount thereof covered by contracts.

        Certain of the underwriters and their affiliates may be customers of, engage in transactions with and perform services for us and our subsidiaries in the ordinary course of business.

        The securities may or may not be listed on a national securities exchange or traded in the over-the-counter market. No assurance can be given as to the liquidity of the trading market for any such securities.

        If underwriters or dealers are used in the sale, until the distribution of the securities is completed, the SEC rules may limit the ability of any such underwriters and selling group members to bid for and purchase the securities. As an exception to these rules, representatives of any underwriters are permitted to engage in certain transactions that stabilize the price of the securities. Such transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities. If the underwriters create a short position in the securities in connection with the offerings (in other words, if they sell more securities than are set forth on the cover page of the prospectus supplement) the representatives of the underwriters may reduce that short position by purchasing securities in the open market. The representatives of the underwriters may also elect to reduce any short position by exercising all or part of any over-allotment option described in the prospectus supplement. The representatives of the underwriters may also impose a penalty bid on certain underwriters and selling group members. This means that if the representatives purchase securities in the open market to reduce the underwriters' short position or to stabilize the price of the securities, they may reclaim the amount of the selling concession from the underwriters and selling group members who sold those shares as part of the offering. In general, purchases of a security for the

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purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have an effect on the price of the securities to the extent that it discourages resales of the securities. We make no representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the securities. In addition, the representatives of any underwriters may determine not to engage in such transactions or that such transactions, once commenced, may be discontinued without notice.


LEGAL MATTERS

        The validity of the securities being offered by this prospectus will be passed upon for us by Pillsbury Winthrop Shaw Pittman LLP.


EXPERTS

        The financial statements and management's assessment of the effectiveness of internal control over financial reporting (which is included in Management's Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2014 have been so incorporated in reliance on the reports (which contains an explanatory paragraph on the effectiveness of internal control over financial reporting due to the exclusion of certain elements of the internal control over financial reporting of the operations of the television stations that the registrant acquired during 2014 from Allbritton Communications Company, New Age Media, and the operations of WGXA- TV, KSNV-TV, WJAR-TV, WTGS-TV, WLUK-TV, and WCWF-TV) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

        The audited historical combined financial statements of Combined Perpetual Corporation incorporated in this prospectus by reference to Sinclair Broadcast Group, Inc.'s Current Report on Form 8-K dated August 6, 2014 (as amended) have been so incorporated by reference in reliance upon the report of PricewaterhouseCoopers LLP, independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution

        Set forth below are the amounts of fees and expenses (other than underwriting discounts and commissions) we will pay in connection with the offering of our securities. All amounts set forth below are estimated.

SEC Registration Fee

   $          (1)

Printing and Engraving Expenses

              (2)

Accounting Fees and Expenses

              (2)

Legal Fees and Expenses

              (2)

Trustee fees and expenses

              (2)

Rating Agency Fees

              (2)

Miscellaneous

              (2)
​ ​ ​ ​ ​

Total

   $          (2)
​ ​ ​ ​ ​
​ ​ ​ ​ ​
​ ​ ​ ​ ​
(1)
In accordance with Rule 456(b), we are deferring payment of the registration fee for the securities offered by this prospectus.

(2)
The amounts of such fees and expenses are based on the securities offered and the number of issuances and accordingly are currently unknown.

Item 15.    Indemnification of Directors and Officers

        Our articles of incorporation and bylaws require us to indemnify our directors and officers to the fullest extent permitted by Maryland law. Under current Maryland law, we will indemnify (i) any director or officer who has been successful, on the merits or otherwise, in the defense of a proceeding to which he was made a party by reason of his service in that capacity, against reasonable expense incurred by him in connection with the proceeding and (ii) any present or former director or officer against any claim or liability unless it is established that (a) his act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; (b) he actually received an improper personal benefit in money, property or services; or (c) in the case of a criminal proceeding, he had reasonable cause to believe that his act or omission was unlawful. In addition, our articles of incorporation and bylaws require us to pay or reimburse, in advance of the final disposition of a proceeding, expenses incurred by a director or officer to the fullest extent provided by Maryland law. Current Maryland law provides that we shall have received, before providing any such payment or reimbursement, (i) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by us as authorized by Maryland law and our bylaws and (ii) a written undertaking by or on his behalf to repay the amount paid or reimbursed by us if it shall ultimately be determined that the standard of conduct was not met. Our articles of association and bylaws also permit our Board of Directors to provide indemnification, payment or reimbursement of expenses to any of our employees or agents in such capacity. Our articles of incorporation also provide that no amendment thereto may limit or eliminate this limitation of liability with respect to events occurring prior to the effective date of such amendment.

        Our bylaws also provide that each director shall perform his duties in good faith and with such care as an ordinarily prudent person in like position would use under similar circumstances. In performing his duties, each director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in which case prepared or presented

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by: (a) one or more officers or employees of ours whom the director reasonably believes to be reliable and competent in the matters presented; (b) counsel, certified public accountants or other persons as to matters which the director reasonably believes to be within such person's professional or expert competence; or (c) a Committee of our Board of Directors that has been duly designated upon which such director does not serve as to matters within its designated authority, which Committee such director reasonably believes to merit confidence. Our bylaws provide that a director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A director who performs his duties in compliance with the foregoing shall have no liability by reason of being or having been a director of ours.

Item 16.    Exhibits

        The following exhibits, as noted, are filed herewith, previously have been filed, or will be filed by amendment.

Exhibit No.   Description
  1.1   Form of Underwriting Agreement for Debt Securities*.

 
1.2
 
Form of Underwriting Agreement for Equity Securities*.

 
3.1
 
Amended and Restated Certificate of Incorporation. (Incorporated by reference from Registrant's Report on Form 10-Q for the quarter ended June 30, 1998).

 
3.2
 
Amended By-Laws of Sinclair Broadcast Group, Inc. as further amended by the First Amendment to the Amended By-Laws of Sinclair Broadcast Group, Inc., dated October 30, 2007. (Incorporated by reference from Registrant's Report on Form 8-K filed on March 6, 2009).

 
4.1
 
Specimen Certificate of Class A Common Stock, par value $0.01 per share, of the Registrant (Incorporated by reference from the Registrant's Registration Statement on Form S-1, No. 33-90682)

 
4.2
 
Indenture, dated as of July 23, 2014, between Sinclair Television Group, Inc., U.S. Bank National Association, as trustee, and certain guarantors. (Incorporated by reference from Registrant's Report on Form 8-K filed on July 28, 2014).

 
4.3
 
Form of Debt Security (included in Exhibit 4.2).

 
4.4
 
Form of Warrant Agreement*.

 
4.5
 
Form of Certificate for Preferred Stock*.

 
4.6
 
Form of Deposit Agreement and Depositary Receipt.

 
5.1
 
Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding the legality of the securities being registered.

 
12.1
 
Statement of Computation of Ratios of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.

 
23.1
 
Consent of PricewaterhouseCoopers LLP.

 
23.2
 
Consent of PricewaterhouseCoopers LLP.

 
23.3
 
Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).

 
24.1
 
Power of Attorney (contained on the signature page hereto).

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Exhibit No.   Description
  25.1   Statement of Eligibility of Trustee on Form T-1 under the Indenture*.
*
To be filed by amendment or incorporated by reference in connection with the offering of the offered securities.

Item 17.    Undertakings.

        (a)   The undersigned registrant hereby undertakes:

            (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

                (i)  to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

               (ii)  to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

              (iii)  to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

    provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) herein do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the undersigned registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

            (2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

            (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

            (4)   That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

                (i)  each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

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               (ii)  each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

            (5)   That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

            the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

                (i)  any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

               (ii)  any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

              (iii)  the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

              (iv)  any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

        (b)   The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than for the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or

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proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

        (d)   The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hunt Valley, State of Maryland, on February 11, 2016.

 

SINCLAIR BROADCAST GROUP, INC.

 

By:

  

/s/ DAVID D. SMITH

David D. Smith
 President



 
SINCLAIR TELEVISION GROUP, INC.

 

By:

  

/s/ DAVID D. SMITH

David D. Smith
 President



 
GUARANTORS:



 
WSMH, INC.

 

WGME, INC.

 

SINCLAIR MEDIA III, INC.

 

WSYX LICENSEE, INC.

 

SINCLAIR ACQUISITION VII, INC.

 

SINCLAIR ACQUISITION VIII, INC.

 

SINCLAIR ACQUISITION IX, INC.

 

NEW YORK TELEVISION, INC.

 

BIRMINGHAM (WABM-TV) LICENSEE, INC.

 

RALEIGH (WRDC-TV) LICENSEE, INC.

 

WVTV LICENSEE, INC.

 

SINCLAIR TELEVISION OF SEATTLE, INC.

 

FISHER PROPERTIES INC.

 

SINCLAIR TELEVISION MEDIA, INC.

 

FISHER MILLS INC.

 

SINCLAIR TELEVISION OF WASHINGTON, INC.

 

PERPETUAL CORPORATION

 

HARRISBURG TELEVISION, INC.

 

SINCLAIR PROPERTIES, LLC



 
KBSI LICENSEE L.P.

 

WMMP LICENSEE L.P.

 

By:

   Sinclair Properties, LLC, General Partner

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WKEF LICENSEE L.P.

 

By:

   Sinclair Communications, LLC, General
Partner

 

By:

   Sinclair Television Group, Inc., Sole Member
of Sinclair Communications, LLC



 
WGME LICENSEE, LLC

 

By:

   WGME, Inc., Sole Member



 
WICD LICENSEE, LLC

 

WICS LICENSEE, LLC

 

SINCLAIR TELEVISION OF ILLINOIS, LLC

 

By:

   Illinois Television, LLC, Sole Member

 

By:

   Sinclair Communications, LLC, Sole Member
of Illinois Television, LLC

 

By:

   Sinclair Television Group, Inc., Sole Member of Sinclair Communications, LLC



 
WSMH LICENSEE, LLC

 

By:

   WSMH, Inc., Sole Member



 
KLGT LICENSEE, LLC

 

By:

   WUCW, LLC, Sole Member

 

By:

   Sinclair Communications, LLC, Sole Member
of WUCW, LLC

 

By:

   Sinclair Television Group, Inc., Sole Member
of Sinclair Communications, LLC

 

WCGV LICENSEE, LLC

 

By:

   Milwaukee Television, LLC, Sole Member

 

By:

   Sinclair Communications, LLC Sole Member
of Milwaukee Television, LLC

 

By:

   Sinclair Television Group, Inc., Sole Member
of Sinclair Communications, LLC



 
KOKH LICENSEE, LLC

 

By:

   KOKH, LLC, Sole Member

 

By:

   Sinclair Communications, LLC, Sole Member
of KOKH, LLC

 

By:

   Sinclair Television Group, Inc., Sole Member
of Sinclair Communications, LLC



 
WCHS LICENSEE, LLC
WVAH LICENSEE, LLC

 

By:

   Sinclair Media III, Inc., Sole Member



 
CHESAPEAKE TELEVISION LICENSEE, LLC

 

KABB LICENSEE, LLC

 

WLOS LICENSEE, LLC

 

SAN ANTONIO TELEVISION, LLC

 

KEYE LICENSEE, LLC

 

KUTV LICENSEE, LLC

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WTVX LICENSEE, LLC

 

WPEC LICENSEE, LLC

 

WWMT LICENSEE, LLC

 

WRGB LICENSEE, LLC

 

WCWN LICENSEE, LLC

 

KTVL LICENSEE, LLC

 

KFDM LICENSEE, LLC

 

WUCW, LLC

 

WWHO LICENSEE, LLC

 

WFGX LICENSEE, LLC

 

KUPN LICENSEE, LLC

 

WEAR LICENSEE, LLC

 

ILLINOIS TELEVISION, LLC

 

KGAN LICENSEE, LLC

 

KFXA LICENSEE, LLC

 

WUPN LICENSEE, LLC

 

WUTV LICENSEE, LLC

 

WXLV LICENSEE, LLC

 

WMSN LICENSEE, LLC

 

WUHF LICENSEE, LLC

 

MILWAUKEE TELEVISION, LLC

 

KHGI LICENSEE, LLC

 

WRLH LICENSEE, LLC

 

WRGT LICENSEE, LLC

 

KSAS LICENSEE, LLC

 

WHP LICENSEE, LLC

 

WKRC LICENSEE, LLC

 

WOAI LICENSEE, LLC

 

KFOX LICENSEE, LLC

 

KRXI LICENSEE, LLC

 

WTOV LICENSEE, LLC

 

WFXL LICENSEE, LLC

 

KVII LICENSEE, LLC

 

WACH LICENSEE, LLC

 

KGBT LICENSEE, LLC

 

KTVO LICENSEE, LLC

 

WPDE LICENSEE, LLC

 

KHQA LICENSEE, LLC

 

WSTQ LICENSEE, LLC

 

WPBN LICENSEE, LLC

 

KRCG LICENSEE, LLC

 

WLUC LICENSEE, LLC

 

WHOI LICENSEE, LLC

 

WNWO LICENSEE, LLC

 

KPTH LICENSEE, LLC

 

WOLF LICENSEE, LLC

 

WGFL LICENSEE, LLC

 

WQMY LICENSEE, LLC

 

SINCLAIR TELEVISION OF EL PASO, LLC

 

KOCB LICENSEE, LLC

 

WZTV LICENSEE, LLC

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WNAB LICENSEE, LLC

 

WTVC LICENSEE, LLC

 

WUXP LICENSEE, LLC

 

WDKY LICENSEE, LLC

 

KOKH, LLC

 

WLFL LICENSEE, LLC

 

WRDC, LLC

 

WTTO LICENSEE, LLC

 

WTVZ LICENSEE, LLC

 

WTWC LICENSEE, LLC

 

WGXA LICENSEE, LLC

 

WTGS LICENSEE, LLC

 

KDNL Licensee, LLC

 

WPGH LICENSEE, LLC

 

WCWB LICENSEE, LLC

 

KUQI LICENSEE, LLC

 

By:

   Sinclair Communications, LLC, Sole Member

 

By:

   Sinclair Television Group, Inc., Sole Member
of Sinclair Communications, LLC



 
SINCLAIR PROGRAMMING COMPANY, LLC

 

SINCLAIR COMMUNICATIONS, LLC

 

CHESAPEAKE MEDIA I, LLC

 

SINCLAIR TELEVISION OF FRESNO, LLC

 

SINCLAIR TELEVISION OF OMAHA, LLC

 

SINCLAIR NETWORKS GROUP, LLC

 

SINCLAIR DIGITAL GROUP, LLC

 

COMETTV, LLC

 

FULL MEASURE, LLC

 

By:

   Sinclair Television Group, Inc., Sole Member



 
KDSM, LLC

 

By:

   Sinclair Broadcast Group, Inc., Sole Member



 
KDSM LICENSEE, LLC

 

By:

   KDSM, LLC, Sole Member

 

By:

   Sinclair Broadcast Group, Inc., Sole Member
of KDSM, LLC



 
WDKA LICENSEE, LLC

 

By:

   Sinclair Properties, LLC, Sole Member



 
SINCLAIR BROADCASTING OF SEATTLE, LLC

 

SINCLAIR TELEVISION OF PORTLAND, LLC

 

SINCLAIR RADIO OF SEATTLE, LLC

 

SINCLAIR MEDIA OF BOISE, LLC

 

SINCLAIR TELEVISION OF OREGON, LLC

 

SINCLAIR MEDIA OF SEATTLE, LLC

 

SINCLAIR MEDIA OF WASHINGTON, LLC

 

SINCLAIR SEATTLE LICENSEE, LLC

 

SINCLAIR BAKERSFIELD LICENSEE, LLC

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SINCLAIR BOISE LICENSEE, LLC

 

SINCLAIR YAKIMA LICENSEE, LLC

 

SINCLAIR LEWISTON LICENSEE, LLC

 

SINCLAIR PORTLAND LICENSEE, LLC

 

SINCLAIR EUGENE LICENSEE, LLC

 

SINCLAIR RADIO OF SEATTLE LICENSEE, LLC

 

By:

   Sinclair Television Media, Inc., Sole Member



 
SINCLAIR KENNEWICK LICENSEE, LLC

 

SINCLAIR La GRANDE LICENSEE, LLC

 

By:

   Sinclair Television of Washington, Inc., Sole
Member

 

KFRE LICENSEE, LLC

 

KMPH LICENSEE, LLC

 

WJAC LICENSEE, LLC

 

By:

   Sinclair Television of Fresno, LLC, Sole
Member

 

By:

   Sinclair Television Group, Inc., Sole Member
of Sinclair Television of Fresno, LLC



 
KPTM LICENSEE, LLC

 

By:

   Sinclair Television of Omaha, LLC, Sole
Member

 

By:

   Sinclair Television Group, Inc., Sole Member
of Sinclair Television of Omaha, LLC



 
KDBC LICENSEE, LLC

 

By:

   Sinclair Television of El Paso, LLC, Sole
Member

 

By:

   Sinclair Communications, LLC, Sole Member
of Sinclair Television of El Paso, LLC

 

By:

   Sinclair Television Group, Inc., Sole Member
of Sinclair Communications, LLC



 
SINCLAIR TELEVISION STATIONS, LLC

 

By:

   Perpetual Corporation, Sole Member



 
ACC LICENSEE, LLC

 

KATV, LLC

 

KTUL, LLC

 

WBMA LICENSEE, LLC

 

WSET LICENSEE, LLC

 

By:

   Sinclair Television Stations, LLC, Sole
Member

 

By:

   Perpetual Corporation, Sole Member of
Sinclair Television Stations, LLC

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KATV LICENSEE, LLC

 

By:

   KATV, LLC, Sole Member

 

By:

   Sinclair Television Stations, LLC, Sole
Member of KATV, LLC

 

By:

   Perpetual Corporation, Sole Member of
Sinclair Television Stations, LLC



 
KTUL LICENSEE, LLC

 

By:

   KTUL, LLC, Sole Member

 

By:

   Sinclair Television Stations, LLC, Sole
Member of KTUL, LLC

 

By:

   Perpetual Corporation, Sole Member of
Sinclair Television Stations, LLC



 
WJAR LICENSEE, LLC

 

WLUK LICENSEE, LLC

 

WCWF LICENSEE, LLC

 

By:

   Harrisburg Television, Inc., Sole Member

 

KAME, LLC

 

KENV, LLC

 

KRNV, LLC

 

KRXI, LLC

 

KVCW, LLC

 

KVMY, LLC

 

By:

   Chesapeake Media I, LLC, Sole Member

 

By:

   Sinclair Television Group, Inc., Sole Member
of Chesapeake Media I, LLC

 

By:

  

/s/ DAVID AMY

David Amy, in his capacity as Executive Vice President, COO, Vice President, Secretary, or Manager, as the case may be


POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints each of Christopher S. Ripley and David R. Bochenek as his attorney-in-fact and agent, with full power of substitution and resubstitution for him in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1933 with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

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        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated.

SIGNATURE
 
TITLE
 
DATE

 
 
 
 
 
/s/ DAVID D. SMITH
 David D. Smith		   Chairman of the Board, President and Chief Executive Officer (principal executive officer)   February 11, 2016

/s/ FREDERICK G. SMITH
 Fredrick G. Smith
 
Director and Vice President
 
February 11, 2016

/s/ J. DUNCAN SMITH
 J. Duncan Smith
 
Director, Vice President and Secretary
 
February 11, 2016

/s/ ROBERT E. SMITH
 Robert E. Smith
 
Director
 
February 11, 2016

/s/ HOWARD E. FRIEDMAN
 Howard E. Friedman
 
Director
 
February 11, 2016

/s/ DANIEL C. KEITH
 Daniel C. Keith
 
Director
 
February 11, 2016

/s/ MARTIN R. LEADER
 Martin R. Leader
 
Director
 
February 11, 2016

/s/ LAWRENCE E. MCCANNA
 Lawrence E. McCanna
 
Director
 
February 11, 2016

/s/ CHRISTOPHER S. RIPLEY
 Christopher S. Ripley
 
Chief Financial Officer (principal financial officer)
 
February 11, 2016

/s/ DAVID R. BOCHENEK
 David R. Bochenek
 
Vice President and Chief Accounting Officer (principal accounting officer)
 
February 11, 2016

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EXHIBIT INDEX

Exhibit No.   Description
  1.1   Form of Underwriting Agreement for Debt Securities*.

 
1.2
 
Form of Underwriting Agreement for Equity Securities*.

 
3.1
 
Amended and Restated Articles of Incorporation. (Incorporated by reference from Registrant's Report on Form 10-Q for the quarter ended June 30, 1998).

 
3.2
 
Amended By-Laws of Sinclair Broadcast Group, Inc. as further amended by the First Amendment to the Amended By-Laws of Sinclair Broadcast Group, Inc., dated October 30, 2007. (Incorporated by reference from Registrant's Report on Form 8-K filed on March 6, 2009).

 
4.1
 
Specimen Certificate of Class A Common Stock, par value $0.01 per share, of the Registrant (Incorporated by reference from the Registrant's Registration Statement on Form S-1, No. 33-90682)

 
4.2
 
Indenture, dated as of July 23, 2014, between Sinclair Television Group, Inc., U.S. Bank National Association, as trustee, and certain guarantors. (Incorporated by reference from Registrant's Report on Form 8-K filed on July 28, 2014).

 
4.3
 
Form of Debt Security (included in Exhibit 4.2).

 
4.4
 
Form of Warrant Agreement*.

 
4.5
 
Form of Certificate for Preferred Stock*.

 
4.6
 
Form of Deposit Agreement and Depositary Receipt.

 
5.1
 
Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding the legality of the securities being registered.

 
12.1
 
Statement of Computation of Ratios of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.

 
23.1
 
Consent of PricewaterhouseCoopers LLP.

 
23.2
 
Consent of PricewaterhouseCoopers LLP.

 
23.3
 
Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).

 
24.1
 
Power of Attorney (contained on the signature page hereto).

 
25.1
 
Statement of Eligibility of Trustee on Form T-1 under the Indenture*.
*
To be filed by amendment or incorporated by reference in connection with the offering of the offered securities.

II-13


 EX-4.6 2 a2227316zex-4_6.htm EX-4.6

Exhibit 4.6

 

DEPOSIT AGREEMENT

 

This DEPOSIT AGREEMENT is made and entered into as of                               by and among Sinclair Broadcast Group, Inc., a Maryland corporation (the “Company”),                                                            , as Depositary, and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.

 

WITNESSETH:

 

WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of the Company’s Preferred Stock (as hereinafter defined) with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of the Receipts evidencing Depositary Shares representing a fractional interest in the Preferred Stock deposited; and

 

WHEREAS, the Receipts are to be substantially in the form of Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement;

 

NOW, THEREFORE, in consideration of the promises contained herein, it is agreed by and among the parties hereto as follows:

 

ARTICLE I

 

DEFINITIONS

 

The following definitions shall apply to the respective terms (in the singular and plural forms of such terms) used in this Deposit Agreement and the Receipts:

 

SECTION 1.01.  “Articles of Incorporation” shall mean the Amended and Restated Articles of Incorporation, as amended and supplemented from time to time, of the Company.

 

SECTION 1.02.  “Articles Supplementary” shall mean the Articles Supplementary Classifying                             Shares of Preferred Stock as       % Series                                                       Preferred Stock filed with the State Department of Assessments and Taxation of the State of Maryland establishing the Preferred Stock as a series of Preferred Stock of the Company.

 

SECTION 1.03.  “Class B Common Stock” shall mean shares of the Company’s Class B common stock, $0.01 par value per share.

 

SECTION 1.04.  “Common Stock” shall mean shares of the Company’s Class A common stock, $0.01 par value per share.

 

SECTION 1.05.  “Company” shall mean Sinclair Broadcast Group, Inc., a Maryland corporation, and its successors.

 

SECTION 1.06.  “Corporate Office” shall mean the corporate office of the Depositary at which at any particular time its business in respect of matters governed by this Deposit Agreement shall be administered, which at the date of this Deposit Agreement is located at                                                                                    .

 

SECTION 1.07.  “Deposit Agreement” shall mean this agreement, as the same may be amended, modified or supplemented from time to time.

 

SECTION 1.08.  “Depositary” shall mean                                                                          , a company or corporation having its principal office in the United States, and any successor as depositary hereunder.

 

SECTION 1.09.  “Depositary Share” shall mean a 1/100th  fractional interest of a share of Preferred Stock deposited with the Depositary hereunder and the same proportionate interest in any and all other property received by the Depositary in respect of such share of Preferred Stock and held under this Deposit Agreement, all as evidenced by the Receipts issued hereunder.  Subject to the terms of this Deposit Agreement, each owner of a Depositary Share is entitled, proportionately, to all the rights, preferences and privileges of the Preferred Stock represented by such Depositary Share, including the dividend and distribution, voting, redemption, conversion and liquidation rights as set forth in the Articles Supplementary.

 


 

SECTION 1.10.  “Depositary’s Agent” shall mean one or more agents appointed by the Depositary as provided, and for the purposes specified, in Section 7.05.

 

SECTION 1.11.  “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

 

SECTION 1.12.   “NASDAQ” shall mean the NASDAQ Stock Market, Inc., including the NASDAQ Global Select Market, or a successor that is a national securities exchange registered under Section 6 of the Exchange Act.

 

SECTION 1.13.  “NYSE” shall mean the New York Stock Exchange, Inc. or a successor that is a national securities exchange registered under Section 6 of the Exchange Act.

 

SECTION 1.14.   “NYSE MKT” shall mean the NYSE MKT LLC or a successor that is a national securities exchange registered under Section 6 of the Exchange Act.

 

SECTION 1.15.  “Preferred Stock” shall mean shares of the Company’s         % Series                                                              Preferred Stock, $0.01 par value per share, heretofore validly issued, fully paid and nonassessable.

 

SECTION 1.16.  “Receipt” shall mean a Depositary Receipt issued hereunder to evidence one or more Depositary Shares, whether in definitive or temporary form, substantially in the form set forth as Exhibit A hereto.

 

SECTION 1.17.  “record date” shall mean the date fixed pursuant to Section 4.04.

 

SECTION 1.18.  “record holder” or “holder” as applied to a Receipt shall mean the person in whose name a Receipt is registered on the books maintained by the Depositary for such purpose.

 

SECTION 1.19.  “Registrar” shall mean                                                                     , or any bank or trust company appointed to register ownership and transfers of Receipts or the deposited Preferred Stock, as the case may be, as herein provided.

 

SECTION 1.20.  “Securities Act” shall mean the Securities Act of 1933, as amended.

 

SECTION 1.21.  “Transfer Agent” shall mean                                                                                 , or any bank or trust company appointed to transfer the Receipts or the deposited Preferred Stock, as the case may be, as herein provided.

 

ARTICLE II

 

FORM OF RECEIPTS, DEPOSIT OF PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS

 

SECTION 2.01.  Form and Transferability of Receipts.  Definitive Receipts shall be engraved or printed or lithographed with steel-engraved borders and underlying tint and shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided.  Pending the preparation of definitive Receipts, the Depositary, upon the written order of the Company, delivered in compliance with Section 2.02, shall execute and deliver temporary Receipts which may be printed, lithographed, typewritten, mimeographed or otherwise substantially of the tenor of the definitive Receipts in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the persons executing such Receipts may determine, as evidenced by their execution of such Receipts.  If temporary Receipts are issued, the Company and the Depositary will cause definitive Receipts to be prepared without unreasonable delay.  After the preparation of definitive Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of the temporary Receipts at the Corporate Office or such other offices, if any, as the Depositary may designate, without charge to the holder.  Upon surrender for cancellation of any one or more temporary Receipts, the Depositary shall execute and deliver in exchange therefor definitive Receipts representing the same number of Depositary Shares as represented by the surrendered temporary Receipt or Receipts.  Such exchange shall be made at the Company’s expense and without any charge therefor.  Until so exchanged, the temporary Receipts shall in all respects be entitled to the same benefits under this Deposit Agreement, and with respect to the Preferred Stock deposited, as definitive Receipts.

 


 

Receipts shall be executed by the Depositary by the manual or facsimile signature of a duly authorized signatory of the Depositary, provided that if a Registrar (other than the Depositary) shall have been appointed then such Receipts shall also be countersigned by manual signature of a duly authorized signatory of the Registrar.  No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been executed as provided in the preceding sentence.  The Depositary shall record on its books each Receipt executed as provided above and delivered as hereinafter provided.

 

Except as the Depositary may otherwise determine, Receipts shall be in denominations of any number of whole Depositary Shares.  All Receipts shall be dated the date of their issuance.

 

Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement as may be required by the Company or required to comply with any applicable law or regulation or with the rules and regulations of any securities exchange or interdealer quotation system upon which the Preferred Stock, the Depositary Shares or the Receipts may be listed or quoted or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject, in each case, as directed by the Company.

 

Title to any Receipt (and to the Depositary Shares evidenced by such Receipt) that is properly endorsed or accompanied by a properly executed instrument of transfer or endorsement shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until a Receipt shall be transferred on the books of the Depositary as provided in Section 2.04, the Depositary may, notwithstanding any notice to the contrary, treat the record holder thereof at such time as the absolute owner thereof for the purpose of determining the person entitled to dividends or other distributions, the exercise of any redemption or voting rights or to any notice provided for in this Deposit Agreement and for all other purposes.

 

SECTION 2.02.  Deposit of Preferred Stock; Execution and Delivery of Receipts in Respect Thereof.  Concurrently with the execution of this Deposit Agreement, the Company is delivering to the Depositary a certificate or certificates, registered in the name of the Depository Trust Company, or its designee, and evidencing up to                    shares of Preferred Stock, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and (ii) a written letter of instruction of the Company directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the Depositary Shares representing such deposited Preferred Stock.  The Depositary acknowledges receipt of the deposited Preferred Stock and related documentation and agrees to hold such deposited Preferred Stock in an account to be established by the Depositary at the Corporate Office or at such other office as the Depositary shall determine.  The Company hereby appoints the Depositary as the Registrar and Transfer Agent for the Preferred Stock deposited hereunder and the Depositary hereby accepts such appointment and, as such, will reflect changes in the number of shares (including any fractional shares) of deposited Preferred Stock held by it by notation, book-entry or other appropriate method.

 

If required by the Depositary, Preferred Stock presented for deposit by the Company at any time, whether or not the register of stockholders of the Company is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, that will provide for the prompt transfer to the Depositary or its nominee of any distribution or right to subscribe for additional Preferred Stock or to receive other property that any person in whose name the Preferred Stock is or has been registered may thereafter receive upon or in respect of such deposited Preferred Stock, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary.

 

Upon receipt by the Depositary of a certificate or certificates for Preferred Stock deposited hereunder, together with the other documents specified above, and upon registering such Preferred Stock in the name of the Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to, or upon the order of, the person or persons named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.02 a Receipt or Receipts for the number of whole Depositary Shares representing the Preferred Stock so deposited and registered in such name or names as may be requested by such person or persons.  The Depositary shall execute and deliver such Receipt or Receipts at the Corporate Office, except that, at the request, risk and expense of any person requesting such delivery, such delivery may be made at such other place as may be designated by such person.

 

Other than in the case of splits, combinations or other reclassifications affecting the Preferred Stock, or in the case of distributions of Preferred Stock, if any, there shall be deposited hereunder not more than the number of shares constituting the Preferred Stock as set forth in the Articles Supplementary, as such may be amended.

 


 

The Company shall deliver to the Depositary from time to time such quantities of Receipts as the Depositary may request to enable the Depositary to perform its obligations under this Deposit Agreement.

 

SECTION 2.03.  Optional Redemption of Preferred Stock for Cash.  Shares of the Preferred Stock are not redeemable prior to                             .  On or after                                     , if the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Supplementary, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 nor more than 60 days’ prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles Supplementary, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption.  The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “redemption date”), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary.  No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given.  A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice.  The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption date; the redemption price and accrued and unpaid dividends payable on the redemption date; the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue.  If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company.

 

During any period of time that both (i) Preferred Stock is not listed on the NYSE, NYSE MKT or NASDAQ (or if the Preferred Stock is at any time held in the form of Depositary Shares, the Depositary Shares representing Preferred Stock are not listed on the NYSE, NYSE MKT or NASDAQ), and (ii) the Company is not subject to the reporting requirements of the Exchange Act, but any shares of Series        Preferred Stock are outstanding, the Corporation will have the option to redeem the Series          Preferred Stock, in whole but not in part, within 90 days of the date upon which the shares of the Series          Preferred Stock cease to be listed and we cease to be subject to such reporting requirements, for a redemption price of $                     per share, plus all dividends accrued and unpaid (whether or not declared), if any, to the date such shares are redeemed as provided in Section      of the Articles Supplementary, upon the giving of notice as provided in Section       of the Articles Supplementary.

 

In the event that notice of redemption has been made as described in this Section 2.03 and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Supplementary) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption date) shall, to the extent of such Depositary Shares, cease and terminate.  Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $               per Depositary Share plus all accrued and unpaid dividends to and including the redemption date.  The foregoing shall be further subject to the terms and conditions of the Articles Supplementary.  In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles Supplementary, the provisions of the Articles Supplementary will govern and the Company will instruct the Depositary accordingly.

 

Unless full cumulative dividends on all Preferred Stock shall have been or contemporaneously are declared and paid in cash or declared and a sum sufficient for the payment thereof in cash set apart for payment for all past dividend periods and the then current dividend period, no Preferred Stock shall be redeemed unless all outstanding shares of Preferred Stock are simultaneously redeemed and the Company shall not purchase or otherwise acquire directly or indirectly any shares of Preferred Stock or any class or series of equity securities of the Company ranking, as to dividends or upon liquidation, on a parity with or junior to the Preferred Stock (except

 


 

by exchange for shares of equity securities of the Company ranking, as to dividends and upon liquidation, junior to the Preferred Stock).

 

If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s Depositary Shares evidenced by such prior Receipt that are not called for redemption.

 

The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to time.

 

SECTION 2.04.  Registration of Transfers of Receipts.  The Company hereby appoints the Depositary as the Registrar and Transfer Agent for the Receipts and the Depositary hereby accepts such appointment and, as such, shall register on its books from time to time transfers of Receipts upon any surrender thereof by the holder in person or by a duly authorized attorney, agent or representative, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement and including a guarantee of the signature thereon by a participant in a signature guarantee medallion program approved by the Securities Transfer Association (a “Signature Guarantee”), together with evidence of the payment of any transfer taxes as may be required by applicable law.  Upon such surrender, the Depositary shall execute a new Receipt or Receipts and deliver the same to or upon the order of the person entitled thereto evidencing the same aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered.

 

SECTION 2.05.  Combinations and Split-ups of Receipts.  Upon surrender of a Receipt or Receipts at the Corporate Office or such other office as the Depositary may designate for the purpose of effecting a split-up or combination of Receipts, subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute and deliver a new Receipt or Receipts in the authorized denominations requested evidencing the same aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered.

 

SECTION 2.06.  Surrender of Receipts and Withdrawal of Preferred Stock.  Any holder of a Receipt or Receipts may withdraw any or all of the deposited Preferred Stock represented by the Depositary Shares evidenced by such Receipt or Receipts and all money and other property, if any, represented by such Depositary Shares by surrendering such Receipt or Receipts at the Corporate Office or at such other office as the Depositary may designate for such withdrawals.  After such surrender, without unreasonable delay, the Depositary shall deliver to such holder, or to the person or persons designated by such holder as hereinafter provided, the number of whole or fractional shares of such Preferred Stock and all such money and other property, if any, represented by the Depositary Shares evidenced by the Receipt or Receipts so surrendered for withdrawal, but holders of such whole or fractional shares of Preferred Stock will not thereafter be entitled to deposit such Preferred Stock hereunder or to receive Depositary Shares therefor.  If the Receipt or Receipts delivered by the holder to the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole or fractional shares of deposited Preferred Stock to be withdrawn, the Depositary shall at the same time, in addition to such number of whole or fractional shares of Preferred Stock and such money and other property, if any, to be withdrawn, deliver to such holder, or (subject to Section 2.04) upon his order, a new Receipt or Receipts evidencing such excess number of Depositary Shares.  Delivery of such Preferred Stock and such money and other property being withdrawn may be made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by the Depositary, shall be properly endorsed or accompanied by a properly executed instrument of transfer or endorsement.

 

If the deposited Preferred Stock and the money and other property being withdrawn are to be delivered to a person or persons other than the record holder of the Receipt or Receipts being surrendered for withdrawal of Preferred Stock, such holder shall execute and deliver to the Depositary a written order so directing the Depositary and the Depositary may require that the Receipt or Receipts surrendered by such holder for withdrawal of such shares of Preferred Stock be properly endorsed in blank or accompanied by a properly executed instrument of transfer or endorsement in blank with a Signature Guarantee.

 

The Depositary shall deliver the deposited Preferred Stock and the money and other property, if any, represented by the Depositary Shares evidenced by Receipts surrendered for withdrawal at the Corporate Office, except that, at the request, risk and expense of the holder surrendering such Receipt or Receipts and for the account of the holder thereof, such delivery may be made at such other place as may be designated by such holder.

 


 

SECTION 2.07.  Limitations on Execution and Delivery, Transfer, Split-up, Combination.  As a condition precedent to the execution and delivery, transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary’s Agents or the Company may require any or all of the following: (i) payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of any tax or other governmental charge with respect thereto (including any such tax or charge with respect to the Preferred Stock being deposited or withdrawn); (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature (or the authority of any signature), including a Signature Guarantee; and (iii) compliance with such regulations, if any, as the Depositary or the Company may establish consistent with the provisions of this Deposit Agreement as may be required by any securities exchange upon which the deposited Preferred Stock, the Depositary Shares or the Receipts may be included for quotation or listed.

 

The deposit of Preferred Stock may be refused, the delivery of Receipts against Preferred Stock may be suspended, the transfer of Receipts may be refused, and the transfer, split-up, combination, surrender, exchange or redemption of outstanding Receipts may be suspended (i) during any period when the register of stockholders of the Company is closed or (ii) if any such action is deemed reasonably necessary or advisable by the Depositary, any of time Depositary’s Agents or the Company at any time or from time to time because of any requirement of applicable law or of any government or governmental body or commission, or under any provision of this Deposit Agreement.

 

SECTION 2.08.  Lost Receipts, etc.  In case any Receipt shall be mutilated or destroyed or lost or stolen, the Depositary in its discretion may execute and deliver a Receipt of like form and tenor in exchange and substitution for such mutilated Receipt or in lieu of and in substitution for such destroyed, lost or stolen Receipt, provided that the holder thereof provides the Depositary with (i) evidence reasonably satisfactory to the Depositary of such destruction, loss or theft of such Receipt, of the authenticity thereof and of his ownership thereof and (ii) reasonable indemnification and the provision of an open penalty surety bond, in each case, satisfactory to the Depositary and the Company and holding the Depositary and the Company harmless.

 

SECTION 2.09.  Cancellation and Destruction of Surrendered Receipts.  All Receipts surrendered to the Depositary or any Depositary’s Agent shall be cancelled by the Depositary.  Except as prohibited by applicable law or regulation, the Depositary is authorized to destroy such Receipts so cancelled.

 

ARTICLE III

 

CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY

 

SECTION 3.01.  Filing Proofs, Certificates and Other Information.  Any person presenting Preferred Stock for deposit or any holder of a Receipt may be required from time to time to file such proof of residence or other information and to execute such certificates as the Depositary or the Company may reasonably deem necessary or proper.  The Depositary or the Company may withhold or delay the delivery of any Receipt, the transfer, redemption or exchange of any Receipt, the withdrawal of the deposited Preferred Stock represented by the Depositary Shares evidenced by any Receipt, the distribution of any distribution or the sale of any rights or of the proceeds thereof, until such proof or other information is filed or such certificates are executed.

 

SECTION 3.02.  Payment of Fees and Expenses.  Holders of Receipts shall be obligated to make payments to the Depositary of certain fees and expenses, as provided in Section 5.09, or provide evidence reasonably satisfactory to the Depositary that such fees and expenses have been paid.  Until such payment is made, transfer of any Receipt or any withdrawal of the Preferred Stock or money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused, any distribution may be withheld, and any part or all of the Preferred Stock or other property represented by the Depositary Shares evidenced by such Receipt may be sold for the account of the holder thereof (after attempting by reasonable means to notify such holder a reasonable number of days prior to such sale).  Any distribution so withheld and the proceeds of any such sale may be applied to any payment of such fees or expenses, the holder of such Receipt remaining liable for any deficiency.

 

SECTION 3.03.  Representations and Warranties as to Preferred Stock.  In the case of the initial deposit of the Preferred Stock hereunder, the Company and, in the case of subsequent deposits thereof, each person so depositing Preferred Stock under this Deposit Agreement, shall be deemed thereby to represent and warrant that such Preferred Stock and each certificate therefor are valid and that the person making such deposit is duly authorized to do so.  The Company hereby further represents and warrants that such Preferred Stock, when issued, will be validly issued, fully paid and non-assessable.  Such representations and warranties shall survive the deposit of the Preferred Stock and the issuance of Receipts.

 


 

SECTION 3.04.  Representation and Warranty as to Receipts and Depositary Shares.  The Company hereby represents and warrants that the Receipts, when issued, will evidence legal and valid interests in the Depositary Shares and each Depositary Share will represent a legal and valid fractional interest in a share of deposited Preferred Stock represented by such Depositary Share.  Such representation and warranty shall survive the deposit of the Preferred Stock and the issuance of Receipts evidencing the Depositary Shares.

 

ARTICLE IV

 

THE PREFERRED STOCK; NOTICES

 

SECTION 4.01.  Dividends and Other Cash Distributions.  Whenever the Depositary shall receive any dividend or other cash distributions on the deposited Preferred Stock, including any cash received upon redemption of any shares of Preferred Stock pursuant to Section 2.03, the Depositary shall, subject to Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that, in case the Company or the Depositary shall be required by law to withhold and shall withhold from any cash distribution in respect of the Preferred Stock an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares shall be reduced accordingly.  The Depositary shall distribute or make available for distribution, as the case may be, only such amount, however, as can be distributed without attributing to any holder of Receipts a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next sum received by the Depositary for distribution to record holders of Receipts then outstanding.

 

SECTION 4.02.  Distributions Other Than Cash.  Whenever the Depositary shall receive any distribution other than cash on the deposited Preferred Stock, the Depositary shall, subject to Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution.  If in the opinion of the Depositary after consultation with the Company, such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes), the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof at such place or places and upon such terms as it may deem proper.  The net proceeds of any such sale shall, subject to Section 3.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.01 in the case of a distribution received in cash.  The Company shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided to the Depositary an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in order to be freely transferable.

 

SECTION 4.03.  Subscription Rights, Preferences or Privileges.  If the Company shall at any time offer or cause to be offered to the persons in whose names deposited Preferred Stock is registered on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, the offering of such rights, preferences or privileges shall in each such instance be communicated to the Depositary and thereafter made available by the Depositary to the record holders of Receipts in such manner as the Company shall instruct (including by the issue to such record holders of warrants representing such rights, preferences or privileges); provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Company determines upon advice of its legal counsel that it is not lawful or feasible to make such rights, preferences or privileges available to the holders of Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary shall then, if so instructed by the Company, and if applicable laws or the terms of such rights, preferences or privileges so permit, sell such rights, preferences or privileges of such holders at public or private sale, at such place or places and upon such terms as it may deem proper.  The net proceeds of any such sale shall, subject to Section 3.01 and Section 3.02, be distributed by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash.  The Company shall not make any distribution of such rights, preferences or privileges, unless the Company shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be registered in order to be freely transferable.

 


 

If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company agrees that it will promptly file a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its reasonable best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges.  In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective or unless the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act and the Company shall have provided to the Depositary an opinion of counsel to such effect.

 

If any other action under the law of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company agrees to use its reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges.

 

SECTION 4.04.  Notice of Distributions; Fixing of Record Date for Holders of Receipts.  Whenever any dividend or other cash distributions shall become payable, any distribution other than cash shall be made, or any rights, preferences or privileges shall at any time be offered, with respect to the deposited Preferred Stock, or whenever the Depositary shall receive notice of (i) any meeting at which holders of such Preferred Stock are entitled to vote or of which holders of such Preferred Stock are entitled to notice or (ii) any election on the part of the Company to redeem any shares of such Preferred Stock, the Depositary shall in each such instance fix a record date (which shall be the same date as the record date, if any, fixed by the Company with respect to the Preferred Stock) for the determination of the holders of Receipts (a) who shall be entitled to receive such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, (b) who shall be entitled to give instructions for the exercise of voting rights at any such meeting or to receive notice of such meeting or (c) whose Depositary Shares are to be so redeemed.

 

SECTION 4.05.  Voting Rights.  Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given.  Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request.  To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests.  Each share of Preferred Stock is entitled to one vote and, accordingly, each Depositary Share is entitled to 1/100th of a vote.  The Company hereby agrees to take all reasonable action that may be deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted.  In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt.  The Depositary shall not be required to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

 

SECTION 4.06.  Changes Affecting Preferred Stock and Reclassifications, Recapitalizations, etc.  Upon any change in par or stated value, split-up, combination or any other reclassification of Preferred Stock, or upon any recapitalization, reorganization, merger, amalgamation or consolidation affecting the Company or to which it is a party or sale of all or substantially all of the Company’s assets, the Depositary shall, upon the instructions of the Company, (i) make such adjustments in (a) the fraction of an interest represented by one Depositary Share in one share of Preferred Stock and (b) the ratio of the redemption price per Depositary Share to the redemption price of a share of Preferred Stock, in each case as may be required by or as is consistent with the provisions of the Articles Supplementary to fully reflect the effects of such change in liquidation preference, split-up, combination or other reclassification of stock, or of such recapitalization, reorganization, merger, amalgamation, consolidation or sale and (ii) treat any shares of stock or other securities or property (including cash) that shall be received by the Depositary in exchange for or upon conversion of or in respect of the Preferred Stock as new deposited property under this Deposit Agreement, and Receipts then outstanding shall thenceforth represent the proportionate interests of holders thereof in the new deposited property so received in exchange for or upon conversion of or in respect of such Preferred Stock.  In any such case the Depositary may, in its discretion, with the approval of the Company, execute and deliver additional Receipts, or may call for the surrender of all outstanding Receipts to be

 


 

exchanged for new Receipts specifically describing such new deposited property.  Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par or stated value, split-up, combination or other reclassification of the Preferred Stock or any such recapitalization, reorganization, merger, amalgamation or consolidation or sale of substantially all the assets of the Company to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the deposited Preferred Stock evidenced by such Receipts might have been converted or for which such Preferred Stock might have been exchanged or surrendered immediately prior to the effective date of such transaction, subject to any subsequent change in par or stated value, split-up, combination or other reclassification or any subsequent recapitalization, reorganization, merger, amalgamation or consolidation or sale of substantially all the assets.  The Company shall cause effective provision to be made in the charter of the resulting or surviving corporation (if other than the Company) for protection of such rights as may be applicable upon exchange of the deposited Preferred Stock for securities or property or cash of the surviving corporation in connection with the transactions set forth above.  The Company shall cause any such surviving corporation (if other than the Company) expressly to assume the obligations of the Company hereunder.

 

SECTION 4.07.  Inspection of Reports.  The Depositary shall make available for inspection by holders of Receipts at the Corporate Office and at such other places as it may from time to time deem advisable during normal business hours any reports and communications received from the Company that are both received by the Depositary as the holder of deposited Preferred Stock and made generally available to the holders of the Preferred Stock.  In addition, the Depositary shall transmit certain notices and reports to the holders of Receipts as provided in Section 5.05.

 

SECTION 4.08.  Lists of Receipt Holders.  Promptly upon request from time to time by the Company, the Depositary shall furnish to the Company a list, as of a recent date specified by the Company, of the names, addresses and holdings of Depositary Shares of all persons in whose names Receipts are registered on the books of the Depositary.

 

SECTION 4.09.  Tax and Regulatory Compliance.  The Depositary shall be responsible for (i) preparing and mailing of IRS Forms 1099, 1042 and 1042-S for all open and closed accounts, (ii) all applicable withholding related to payments made with respect to the Receipts, including, without limitation, withholding required pursuant to Sections 1441, 1442, 1445 and 3406 of the Internal Revenue Code of 1986, as amended, (iii) mailing Form W-99, or W8-BEN, as appropriate, to new holders of Receipts without a certified taxpayer identification number or to non-US investors, (iv) processing certified Forms W-99 and W8-BEN, (v) preparing and filing of state information returns and (vi) providing escheatment services.

 

SECTION 4.10.  Withholding.  Notwithstanding any other provision of this Deposit Agreement to the contrary, in the event that the Depositary determines that any distribution in property is subject to any tax which the Depositary is obligated by applicable law to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the holders of Receipts entitled thereto in proportion to the number of Depositary Shares held by them, respectively; provided, however, that in the event the Depositary determines that such distribution of property is subject to withholding tax only with respect to some but not all holders of Receipts, the Depositary will use its best efforts (i) to sell only that portion of such property distributable to such holders that is required to generate sufficient proceeds to pay such withholding tax and (ii) to effect any such sale in such a manner so as to avoid affecting the rights of any other holders of Receipts to receive such distribution in property.

 

ARTICLE V

 

THE DEPOSITARY AND THE COMPANY

 

SECTION 5.01.  Maintenance of Offices, Agencies and Transfer Books by the Depositary and the Registrar.  The Depositary shall maintain at the Corporate Office facilities for the execution and delivery, transfer, surrender and exchange, split-up, combination and redemption of Receipts and deposit and withdrawal of Preferred Stock and at the offices of the Depositary’s Agents, if any, facilities for the delivery, transfer, surrender and exchange, split-up, combination and redemption of Receipts and deposit and withdrawal of Preferred Stock, all in accordance with the provisions of this Deposit Agreement.

 

The Depositary shall keep books at the Corporate Office for the registration and transfer of Receipts, which books at all reasonable times shall be open for inspection by the record holders of Receipts as provided by applicable law.  The Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder.  The Depositary may maintain such books in customary electronic form.

 

 

If the Receipts or the Depositary Shares evidenced thereby or the Preferred Stock represented by such Depositary Shares shall be listed on the NYSE, the NYSE MKT or the NASDAQ or any other stock exchange, or quoted on any interdealer quotation system, the Depositary may, with the approval of the Company, appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with the requirements of such stock exchange or quotation system.  Such Registrar (which may be the Depositary if so permitted by the requirements of such Exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company.  If the Receipts, such Depositary Shares or such Preferred Stock are listed on one or more other stock exchanges or quotation systems, the Depositary will, at the request and expense of the Company, arrange such facilities for the delivery, transfer, surrender, redemption and exchange of such Receipts, such Depositary Shares or such Preferred Stock as maybe required by applicable law or applicable stock exchange or quotation system regulations.

 

SECTION 5.02.  Prevention or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Company.  None of the Depositary, any Depositary’s Agent, any Registrar or the Company shall incur any liability to any holder of any Receipt, if by reason of any provision of any present or future law or regulation thereunder of the United States of America or of any other governmental authority or, in the case of the Depositary, the Depositary’s Agent or the Registrar, by reason of any provision, present or future, of the Articles of Incorporation or the Articles Supplementary or, in the case of the Company, the Depositary, the Depositary’s Agent or the Registrar, by reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositary, any Depositary’s Agent, the Registrar or the Company shall be prevented or forbidden from doing or performing any act or thing that the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary’s Agent, any Registrar or the Company incur any liability to any holder of a Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing that the terms of this Deposit Agreement provide shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement.

 

SECTION 5.03.  Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Company.  Each of the Depositary, any Depositary’s Agent and any Registrar shall at all times act in good faith and shall use its best efforts within reasonable time limits to insure the accuracy of all services performed pursuant to this Agreement.  None of the Depositary, any Depositary’s Agent, any Registrar or the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement or any Receipt to holders of Receipts other than from acts or omissions arising out of conduct constituting bad faith, gross negligence or willful misconduct in the performance of such duties as are specifically set forth in this Deposit Agreement.

 

None of the Depositary, any Depositary’s Agent, any Registrar or the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding with respect to the deposited Preferred Stock, Depositary Shares or Receipts that in its reasonable opinion may involve it in expense or liability, unless indemnity reasonably satisfactory to it against all expense and liability be furnished as often as may be required.

 

None of the Depositary, any Depositary’s Agent, any Registrar or the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information provided by any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information.  The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it in good faith to be genuine and to have been signed or presented by the proper party or panics.

 

In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall be entitled to the full indemnification set forth in Section 5.06 hereof in connection with any action so taken.

 

The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the deposited Preferred Stock or for the manner or effect of any such vote made, as long as any such action or non-action is in good faith and does not result from negligence or willful misconduct of the Depositary.  The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar.

 

The Depositary, its parent, affiliate, or subsidiaries, any Depositary’s Agent, and any Registrar may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any

 


 

transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary’s Agent hereunder.  The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates.

 

It is intended that neither the Depositary nor any Depositary’s Agent shall be deemed to be an “issuer” of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary’s Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary.

 

Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary’s Agent makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the deposited Preferred Stock, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement and for the validity of any action taken or required to be taken by the Depositary in connection with this Deposit Agreement.

 

The Company represents that it has registered the deposited Preferred Stock and the Depositary Shares for sale in accordance with applicable securities laws.

 

SECTION 5.04.  Resignation and Removal of the Depositary; Appointment of Successor Depositary.  The Depositary may at any time resign as Depositary hereunder by delivering to the Company notice of its election to do so, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided.

 

The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided.

 

In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000.  If a successor depositary shall not have been appointed in 60 days, the resigning Depositary may petition a court of competent jurisdiction to appoint a successor depositary.  Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rights, title and interest in the deposited Preferred Stock and any moneys or property held hereunder to such successor and shall deliver to such successor a list of the record holders of all outstanding Receipts.  Any successor depositary shall promptly mail notice of its appointment to the record holders of Receipts.

 

Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act.  Such successor depositary may execute the Receipts either in the name of the predecessor depositary or in the name of the successor depositary.

 

SECTION 5.05.  Notices, Reports and Documents.  The Company agrees that it will deliver to the Depositary, and the Depositary will, promptly after receipt thereof transmit to the record holders of Receipts, in each case at the address recorded in the Depositary’s books, copies of all notices and reports (including financial statements) required by law, by the rules of any national securities exchange or interdealer quotation system upon which the Preferred Stock, the Depositary Shares or the Receipts are listed or quoted or by the Articles of Incorporation and the Articles Supplementary to be furnished by the Company to holders of the deposited Preferred Stock and, if requested by the holder of any Receipt, a copy of this Deposit Agreement, the form of Receipt, the Articles Supplementary and the form of Preferred Stock.  Such transmission will be at the Company’s expense and the Company will provide the Depositary with such number of copies of such documents as the Depositary may reasonably request.  In addition, the Depositary will transmit to the record holders of Receipts at the Company’s expense such other documents as may be requested by the Company.

 

SECTION 5.06.  Indemnification by the Company.  The Company agrees to indemnify the Depositary, any Depositary’s Agent and any Registrar against, and hold each of them harmless from, any liability, costs and expenses (including reasonable

 


 

attorneys’ fees) that may arise out of, or in connection with, its acting as Depositary, Depositary’s Agent or Registrar, respectively, under this Deposit Agreement and the Receipts, except for any liability arising out of the willful misconduct, gross negligence, or bad faith on the part of any such person or persons.  The obligations of the Company set forth in this Section 5.06 shall survive any succession of any Depositary, Registrar or Depositary’s Agent or termination of this Deposit Agreement.

 

SECTION 5.07.  Indemnification by the Depositary.  The Depositary agrees to indemnify the Company against, and hold the Company harmless from, any liability, costs and expenses (including reasonable attorneys’ fees) that may arise out of, or in connection with, the refusal or failure of any of the Depositary, any Depositary’s Agent or the Registrar to comply with the terms of this Deposit Agreement, or which arise out of the willful misconduct, gross negligence, or bad faith on the part of any such person or persons; provided, however, that the Depositary’s aggregate liability hereunder with respect to, arising from, or arising in connection with this Deposit Agreement, or from all services provided or omitted to be provided under this Deposit Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to the Depositary as fees and charges under this Agreement or otherwise, but not including reimbursable expenses, during the six (6) calendar months immediately preceding the event for which recovery from the Depositary is being sought.  The obligations of the Depositary set forth in this Section 5.07 shall survive any succession of the Company or termination of this Deposit Agreement.

 

SECTION 5.08.  Damages.  The Depositary shall not be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits (collectively, “Special Damages”), occasioned by breach of any provision of this Agreement by the Depositary even if apprised of the possibility of such damages.  The Company shall not be liable to the Depositary for Special Damages occasioned by breach of any provision of this Agreement by the Company even if apprised of the possibility of such damages.

 

SECTION 5.09.  Fees, Charges and Expenses.  No charges and expenses of the Depositary or any Depositary’s Agent hereunder shall be payable by any person, except as provided in this Section 5.09.  The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of this Deposit Agreement.  The Company shall also pay all fees and expenses of the Depositary in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares evidenced by the Receipts, any redemption of the Preferred Stock at the option of the Company and all withdrawals of the Preferred Stock by holders of Receipts.  If a holder of Receipts requests the Depositary to perform duties not required under this Deposit Agreement, the Depositary shall notify the holder of the cost of the performance of such duties prior to the performance thereof.  Upon approval of such cost by such holder, such holder will thereafter be liable for the charges and expenses related to such performance.  All other fees and expenses of the Depositary and any Depositary’s Agent hereunder and of any Registrar (including, in each case, fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be promptly paid by the Company pursuant to such terms as the Company and the Depositary shall agree in good faith.  The Depositary shall present its statement for fees and expenses to the Company every month or at such other intervals as the Company and the Depositary may agree.

 

ARTICLE VI

 

AMENDMENT AND TERMINATION

 

SECTION 6.01.  Amendment.  The form of the Receipts and any provision of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary in any respect that they may deem necessary or desirable; provided, however, that no such amendment (other than any change in the fees of any Depositary, Registrar or Transfer Agent that are payable by the Company) which (i) shall materially and adversely alter the rights of the holders of Receipts or (ii) would be materially and adversely inconsistent with the rights granted to the holders of the Preferred Stock pursuant to the Articles Supplementary shall be effective unless such amendment shall have been approved by the holders of Receipts evidencing at least a majority of the Depositary Shares then outstanding.  In no event shall any amendment impair the right, subject to the provisions of Section 2.06 and Section 2.07 and Article III, of any holder of any Depositary Shares to surrender the Receipt evidencing such Depositary Shares with instructions to the Depositary to deliver to the holder the deposited Preferred Stock and all money and other property if any, represented thereby, except in order to comply with mandatory provisions of applicable law.  Every holder of an outstanding Receipt at the time any such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by this Deposit Agreement as amended thereby.

 

SECTION 6.02.  Termination.  This Deposit Agreement may be terminated by the Company upon not less than 30 days’ prior written notice to the Depositary if  the holders of Receipts evidencing at least a majority of the Depositary Shares then outstanding consent to such termination, whereupon the Depositary shall deliver or make available to each holder of a Receipt, upon surrender of the Receipt held by such holder, such number of whole or fractional shares of deposited Preferred Stock as are

 


 

represented by the Depositary Shares evidenced by such Depositary Receipt, together with any other property held by the Depositary in respect of such Receipt.    This Deposit Agreement will automatically terminate if (i) all outstanding Depositary Shares shall have been redeemed pursuant to Section 2.03 or (ii) there shall have been made a final distribution in respect of the deposited Preferred Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution shall have been distributed to the holders of Receipts entitled thereto.

 

Upon the termination of this Deposit Agreement, (i) the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary, any Depositary’s Agent and any Registrar under Section 5.06 and Section 5.09 and (ii) the Depositary shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Company under Section 5.07.

 

ARTICLE VII

 

MISCELLANEOUS

 

SECTION 7.01.  Counterparts.  This Deposit Agreement may be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument.  Delivery of an executed counterpart of a signature page to this Deposit Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Deposit Agreement.  Copies of this Deposit Agreement shall be filed with the Depositary and the Depositary’s Agents and shall be open to inspection during business hours at the Corporate Office and the respective offices of time Depositary’s Agents, if any, by any holder of a Receipt.

 

SECTION 7.02.  Exclusive Benefits of Parties.  This Deposit Agreement is for the exclusive benefit of the parties hereto, and their respective successors hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever.

 

SECTION 7.03.  Invalidity of Provisions.  In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.

 

SECTION 7.04.  Notices.  Any and all notices to be given to the Company hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by telegram or facsimile transmission confirmed by letter, addressed to the Company at:

 

Sinclair Broadcast Group, Inc.

10706 Beaver Dam Road

Hunt Valley, Maryland 21030

Attention: David D. Smith

Telephone No.:  (410) 568-1500

 

or at any other address of which the Company shall have notified the Depositary in writing.

 

Any notices to be given to the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or suit by mail, or by telegram or telex or telecopier confirmed by letter, addressed to the Depositary at the Corporate Office to the attention of the General Counsel.

 

Any notices given to any record holder of a Receipt hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by telegram or telex or telecopier confirmed by letter, addressed to such record holder at the address of such record holder as it appears on the books of the Depositary or, if such holder shall have filed with the Depositary in a timely manner a written request that notices intended for such holder be mailed to some other address, at the address designated in such request.

 

Delivery of a notice sent by mail, or by telegram or telex or telecopier shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a telegram or telex or telecopier message) is deposited, postage prepaid, in a post office letter box.  The Depositary or the Company may, however, act upon any telegram or telex or

 


 

telecopier message received by it from the other or from any holder of a Receipt, notwithstanding that such telegram or telex or telecopier message shall not subsequently be confirmed by letter as aforesaid.

 

SECTION 7.05.  Depositary’s Agents.  The Depositary may from time to time appoint Depositary’s Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary’s Agents and vary or terminate the appointment of such Depositary’s Agents.  The Depositary will notify the Company of any such action.

 

SECTION 7.06.  Holders of Receipts Are Parties.  The holders of Receipts from time to time shall be deemed to be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof.

 

SECTION 7.07.  Governing Law.  This Deposit Agreement and the Receipts and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, and construed in accordance with, the law of the State of Maryland applicable to agreements made and to be performed in said State.

 

SECTION 7.08.  Inspection of Deposit Agreement and Articles Supplementary.  Copies of this Deposit Agreement and the Articles Supplementary shall be filed with the Depositary and the Depositary’s Agents and shall be open to inspection during business hours at the Corporate Office and the respective offices of the Depositary’s Agents, if any, by any holder of any Receipt.

 

SECTION 7.09.  Headings.  The headings of articles and sections in this Deposit Agreement and in the form of the Receipt set forth in Exhibit A annexed hereto have been inserted for convenience only and are not to be regarded as a part of this Deposit Agreement or to have any bearing upon the meaning or interpretation of any provision contained herein or in the Receipts.

 

[SIGNATURE PAGE FOLLOWS]

 


 

IN WITNESS WHEREOF, Sinclair Broadcast Group, Inc. and                                                      have caused this Deposit Agreement to be duly executed on their behalf as of the date set forth above and all holders of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms hereof.

 

 

SINCLAIR BROADCAST GROUP, INC.

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

 

[DEPOSITARY]

 

 

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

Signature Page

Deposit Agreement

 


 

EXHIBIT A

 

Form of Receipt

 

DEPOSITARY RECEIPT FOR DEPOSITARY SHARES EACH REPRESENTING
1/100TH OF A

SHARE OF         % SERIES                                PREFERRED STOCK

OF

SINCLAIR BROADCAST GROUP, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

 

DEPOSITARY SHARES

 

THIS DEPOSITARY RECEIPT IS TRANSFERABLE

IN [CITY, STATE]

 

SEE REVERSE FOR CERTAIN DEFINITIONS

 

CUSIP

 

                                         , as Depositary (the “Depositary”), hereby certifies that                         is the registered owner of                         Depositary Shares (“Depositary Shares”), each Depositary Share representing 1/100th of one share of       % Series                                                     Preferred Stock (the “Preferred Stock”), of Sinclair Broadcast Group, Inc., a Maryland corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement, dated as of                           ,            (the “Deposit Agreement”), among the Corporation, the Depositary and all holders from time to time of Depositary Receipts.  By accepting this Depositary Receipt, the holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement.  This Depositary Receipt shall not be valid or obligatory for any purpose or be entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual and or facsimile signature of a duly authorized officer.

 

The Corporation is authorized to issue Class A Common Stock and one or more series of Preferred Stock.  The Corporation will furnish without charge to each receipt holder, who so requests in writing to the Secretary of the Corporation at its principal office or to the transfer agent, a copy of the Deposit Agreement.  Any such request shall be made to the Corporation at the principal office of the Corporation at                                                                            .

 

Dated:

 

 

 

Countersigned

 

 

 

 

 

[Name of Depositary],

 

Depositary, Transfer Agent and Registrar

 

 

 

By:

 

 

 

 

 

AUTHORIZED OFFICER

 


 

SINCLAIR BROADCAST GROUP, INC.

 

The Corporation will furnish to any stockholder upon request and without charge a full statement of the information required by Section 2-211(b) of the Maryland General Corporation Law with respect to the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption of the stock of each class which the Corporation has authority to issue  and, if the Corporation is authorized to issue any preferred or special class in series or classes, (i) the difference in the relative rights and preferences between the shares of each series and class to the extent set, and (ii) the authority of the Board of Directors to set such rights and preferences of subsequent series and classes.  The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to the Charter of the Corporation, a copy of which will be sent without charge to each stockholder who so requests.  Such request must be made to the Secretary of the Corporation at its principal office.

 

The following abbreviations, when used in the inscription on the face of this Depositary Receipt shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM as tenants in common

TEN ENT as tenants by the entireties

JT TEN as joint tenants with right of survivorship and not as tenants in common

 

 

UNIF GIFT MIN ACT—

 

 

Custodian

 

 

 

(Cust)

 

 

(Minor)

 

 

 

 

 

 

 

 

UNDER Uniform Gifts to Minors Act

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(State)

 

 

 

 

 

 

 

 

 

 

UNIF GIFT MIN ACT—

 

 

Custodian (until age

 

)

 

(Cust)

 

 

 

 

 

 

 

 

 

 

 

 

 

under Uniform Transfers

 

 

(Minor)

 

 

 

 

 

 

 

 

to Minors Act

 

 

 

 

 

(State)

 

 

 

 

Additional abbreviations may also be used though not in the above list.

 

For Value Received,                                          hereby sell, assign and transfer unto

 

 

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

 

 

(Please print or typewrite name and address including postal zip code of assignee)

 

 

Depositary Shares represented by the within Depositary Receipt, and do hereby irrevocably constitute and appoint

 


 

Attorney to transfer the said Depositary Shares on the books of the within named
Depositary with full power of substitution

 

Dated

 

 

Signed

 

 

 

NOTICE:  THE SIGNATURE FOR THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS DEPOSITARY RECEIPT IN EVERY PARTICULAR, WITHOUT ALTERNATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

 

 

Signature(s) Guaranteed:

 

 

 

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-16.

 


 EX-5.1 3 a2227316zex-5_1.htm EX-5.1

Exhibit 5.1

 

PILLSBURY WINTHROP SHAW PITTMAN LLP

1200 Seventeenth St. NW

Washington, DC 20036

 

February 11, 2016

 

Sinclair Broadcast Group, Inc.

10706 Beaver Dam Road

Hunt Valley, Maryland 21030

 

Re:                             Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We are acting as counsel for Sinclair Broadcast Group, Inc., a Maryland corporation (“SBG”), and Sinclair Television Group, Inc., a Maryland corporation (“STG”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) relating to the registration under the Securities Act of 1933 (the “Act”) of an indeterminate initial offering amount of the following securities: (a) shares of Class A common stock, par value $0.01 per share, of SBG (“Common Stock”), (b) shares of preferred stock, par value $0.01 per share, of SBG (“Preferred Stock”), in one or more series, (c) depositary shares of SBG evidenced by depositary receipts, each representing fractional interests in Preferred Stock (“Depositary Shares”), (d) senior or subordinated debt securities of SBG or STG (“Debt Securities”), which may be guaranteed by one or more of the subsidiaries of SBG listed on Schedule 1 hereto (the “Guarantors”), (e) warrants to purchase shares of Common Stock or Preferred Stock of SBG (“Warrants”), and (f) guarantees (the “Guarantees”) of the Debt Securities by the Guarantors.  The Common Stock, Preferred Stock, Depositary Shares, Debt Securities, Warrants and Guarantees are collectively referred to herein as the “Securities.”  The Debt Securities and related Guarantees will be issued under an Indenture dated as of July 23, 2014 among SBG, STG, the Guarantors and U.S. Bank National Association, as Trustee (the “Indenture”).

 

We have reviewed and are familiar with such corporate proceedings and other matters as we have deemed necessary for the opinions expressed in this letter.  In such review, we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee, where applicable, the Securities will be properly authenticated by the manual signature of an authorized representative of the Trustee, warrant agent, depositary or transfer agent, and the signatures on all documents examined by us are genuine, which assumptions we have not independently verified.

 

On the basis of the assumptions and subject to the qualifications and limitations set forth herein, we are of the opinion that:

 

I.                                        With respect to the Common Stock, when the board of directors of SBG or a duly authorized committee of such board (such board of directors or committee being referred to herein as the “Board”) has taken all necessary corporate action to approve the issuance

 


 

and establish the terms of the offering of shares of the Common Stock and related matters and when such shares have been issued and sold by SBG in the manner contemplated by the Registration Statement and in accordance with such Board action, such shares of Common Stock (including any Common Stock duly issued upon conversion, exchange or exercise of any other Security in accordance with the terms of such other Security or the instrument governing such other Security providing for such conversion, exchange or exercise as approved by the Board) will be duly authorized, legally issued, fully paid and nonassessable.

 

II.                                   With respect to the Preferred Stock, when the Board has taken all necessary corporate action to approve the issuance and establish the terms of any particular series of Preferred Stock, the offering thereof and related matters, including the filing of articles supplementary regarding such series of Preferred Stock with the Maryland State Department of Assessments and Taxation (the “MSDAT”), and when shares of such series of Preferred Stock have been issued and sold by SBG in the manner contemplated by the Registration Statement and in accordance with such Board action, such shares of such series of Preferred Stock (including any shares of such series of Preferred Stock duly issued upon conversion, exchange or exercise of any other Security in accordance with the terms of such other Security or the instrument governing such other Security providing for such conversion, exchange or exercise as approved by the Board) will be duly authorized, legally issued, fully paid and nonassessable.

 

III.                              With respect to any of the Depositary Shares, when (a) the Board has taken all necessary corporate action to approve the issuance and establish the terms of the series of Preferred Stock to be issued in connection therewith, the offering of such Depositary Shares in such series of Preferred Stock, and related matters, including the filing of articles supplementary regarding the Preferred Stock with the MSDAT, (b) a deposit agreement has been duly authorized, executed and delivered by SBG and a bank or trust company to be selected by SBG, as depositary (a “Deposit Agreement”), which Deposit Agreement establishes the terms of the Depositary Shares and their issuance and sale, (c) the shares of such series of Preferred Stock have been deposited with such depositary in accordance with such Deposit Agreement, (d) such shares of such series of Preferred Stock have been issued and sold in the manner contemplated by the Registration Statement and in accordance with such Board action, and (e) receipts (“Receipts”) evidencing Depositary Shares are duly issued against the deposit of such series of Preferred Stock in accordance with such Deposit Agreement, such Depositary Shares will be duly authorized, validly issued, fully paid and nonassessable and such Receipts will be duly authorized and validly issued and entitle the holders thereof to the rights specified in such Deposit Agreement.

 

IV.                               With respect to any of the Debt Securities and related Guarantees, when (a) the Board, the board of directors of STG or a duly authorized committee of such board of directors, and the board of directors, duly authorized committee thereof, managers, members or general partner of each of the Guarantors (each, a “Governing Body”) has taken all necessary corporate, limited liability company or limited partnership action to approve the issuance and establish the terms of such Debt Securities and related Guarantees, the terms of the offering and related matters, (c) such Debt Securities and related Guarantees

 


 

have been duly executed and authenticated in accordance with the terms of the Indenture, and (d) such Debt Securities and related Guarantees have been issued and sold in the manner contemplated by the Registration Statement and in accordance with the Indenture, such Debt Securities (including any Debt Securities duly issued upon conversion, exchange or exercise of any other Security in accordance with the terms of such other Security or the instrument governing such other Security providing for such conversion, exchange or exercise as approved by the applicable Governing Body) and such related Guarantees will constitute the valid and legally binding obligations of SBG, STG and the Guarantors, as the case may be, enforceable against SBG, STG and the Guarantors, as the case may be, in accordance with their terms.

 

V.                                    With respect to any of the Warrants, when (a) one or more agreements incorporating the terms and other provisions thereof has been duly executed and delivered by SBG and a warrant agent (a “Warrant Agreement”), (b) the Board has taken all necessary corporate action to approve the issuance and establish the terms of such Warrants, the terms of the offering of such Warrants, and related matters, (c) the Warrant certificates have been duly executed and authenticated or countersigned in accordance with the terms of such Warrant Agreement, and (d) such Warrants have been issued and sold in the manner contemplated by the Registration Statement and in accordance with such Warrant Agreement, such Warrants will constitute the valid and legally binding obligations of SBG, enforceable against SBG in accordance with their terms.

 

Our opinions set forth above are subject to and limited by the effect of (a) applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, receivership, conservatorship, arrangement, moratorium and other laws affecting and relating to the rights of creditors generally, (b) general equitable principles and (c) requirements of reasonableness, good faith, fair dealing and materiality.

 

In connection with the opinions expressed above, we have assumed that, at or prior to the time of the delivery of any such Security, the Registration Statement, and any amendments thereto (including post-effective amendments) will be effective under the Act, a Prospectus Supplement to the Prospectus forming a part of the Registration Statement will have been prepared and filed with the Securities and Exchange Commission (the “Commission”) describing the Securities offered thereby, the authorization of such Security will not have been modified or rescinded by the applicable Governing Body, and there will not have occurred any change in law affecting the validity or enforceability of such Security.  We have also assumed that none of the terms of any Security to be established subsequent to the date hereof nor the issuance and delivery of such Security, nor the compliance by SBG, STG or any Guarantor with the terms of such Security, will violate any applicable federal or state law or will result in a violation of any provision of any instrument or agreement then binding upon SBG, STG or any Guarantor or any restriction imposed by any court or governmental body having jurisdiction over SBG, STG or any Guarantor.

 

The opinions set forth in this letter are limited to the law of the State of Maryland and the law of the State of New York, in each case as in effect on the date hereof.

 


 

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement and in the Prospectus forming a part thereof and any supplement thereto.  In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

 

Very truly yours,

 

/s/ PILLSBURY WINTHROP SHAW PITTMAN LLP

 


 

Schedule 1

 

ACC Licensee, LLC

Birmingham (WABM-TV) Licensee, Inc.

Chesapeake Media I, LLC

Chesapeake Television Licensee, LLC

CometTV, LLC

Fisher Mills Inc.

Fisher Properties Inc.

Full Measure, LLC

Harrisburg Television, Inc.

Illinois Television LLC

KABB Licensee, LLC

KAME, LLC

KATV Licensee, LLC

KATV, LLC

KBSI Licensee L.P.

KDBC Licensee, LLC

KDNL Licensee, LLC

KDSM, LLC

KDSM Licensee, LLC

KENV, LLC

KEYE Licensee, LLC

KFDM Licensee, LLC

KFOX Licensee, LLC

KFRE Licensee, LLC

KFXA Licensee, LLC

KGAN Licensee, LLC

KGBT Licensee, LLC

KHGI Licensee, LLC

KHQA Licensee, LLC

KLGT Licensee, LLC

KMPH Licensee, LLC

KOCB Licensee, LLC

KOKH Licensee, LLC

KOKH, LLC

KPTH Licensee, LLC

KPTM Licensee, LLC

KRCG Licensee, LLC

KRNV, LLC

 


 

KRXI, LLC

KRXI Licensee, LLC

KSAS Licensee, LLC

KTUL Licensee, LLC

KTUL, LLC

KTVL Licensee, LLC

KTVO Licensee, LLC

KUPN Licensee, LLC

KUQI Licensee, LLC

KUTV Licensee, LLC

KVCW, LLC

KVII Licensee, LLC

KVMY, LLC

Milwaukee Television LLC

New York Television, Inc.

Perpetual Corporation

Raleigh (WRDC-TV) Licensee, Inc.

San Antonio Television, LLC

Sinclair Acquisition VII, Inc.

Sinclair Acquisition VIII, Inc.

Sinclair Acquisition IX, Inc.

Sinclair Bakersfield Licensee, LLC

Sinclair Boise Licensee, LLC

Sinclair Broadcasting of Seattle, LLC

Sinclair Communications, LLC

Sinclair Digital Group, LLC

Sinclair Eugene Licensee, LLC

Sinclair Kennewick Licensee, LLC

Sinclair La Grande Licensee, LLC

Sinclair Lewiston Licensee, LLC

Sinclair Media III, Inc.

Sinclair Media of Boise, LLC

Sinclair Media of Seattle, LLC

Sinclair Media of Washington, LLC

Sinclair Networks Group, LLC

Sinclair Portland Licensee, LLC

Sinclair Programming Company, LLC

Sinclair Properties, LLC

Sinclair Radio of Seattle, LLC

Sinclair Radio of Seattle Licensee, LLC

 


 

Sinclair Seattle Licensee, LLC

Sinclair Television Media, Inc.

Sinclair Television of El Paso, LLC

Sinclair Television of Fresno, LLC

Sinclair Television of Illinois, LLC

Sinclair Television of Omaha, LLC

Sinclair Television of Oregon, LLC

Sinclair Television of Portland, LLC

Sinclair Television of Seattle, Inc.

Sinclair Television of Washington, Inc.

Sinclair Television Stations, LLC

Sinclair Yakima Licensee, LLC

WACH Licensee, LLC

WBMA Licensee, LLC

WCGV Licensee, LLC

WCHS Licensee, LLC

WCWB Licensee, LLC

WCWF Licensee, LLC

WCWN Licensee, LLC

WDKA Licensee, LLC

WDKY Licensee, LLC

WEAR Licensee, LLC

WFGX Licensee, LLC

WFXL Licensee, LLC

WGFL Licensee, LLC

WGME, Inc.

WGME Licensee, LLC

WGXA Licensee, LLC

WHOI Licensee, LLC

WHP Licensee, LLC

WICD Licensee, LLC

WICS Licensee, LLC

WJAC Licensee, LLC

WJAR Licensee, LLC

WKEF Licensee L.P.

WKRC Licensee, LLC

WLFL Licensee, LLC

WLOS Licensee, LLC

WLUC Licensee, LLC

WLUK Licensee, LLC

 


 

WMMP Licensee L.P.

WMSN Licensee, LLC

WNAB Licensee, LLC

WNWO Licensee, LLC

WOAI Licensee, LLC

WOLF Licensee, LLC

WPBN Licensee, LLC

WPDE Licensee, LLC

WPEC Licensee, LLC

WPGH Licensee, LLC

WQMY Licensee, LLC

WRDC, LLC

WRGB Licensee, LLC

WRGT Licensee, LLC

WRLH Licensee, LLC

WSET Licensee, LLC

WSMH, Inc.

WSMH Licensee, LLC

WSTQ Licensee, LLC

WSYX Licensee, Inc.

WTGS Licensee, LLC

WTOV Licensee, LLC

WTTO Licensee, LLC

WTVC Licensee, LLC

WTVX Licensee, LLC

WTVZ Licensee, LLC

WTWC Licensee, LLC

WUCW, LLC

WUHF Licensee, LLC

WUPN Licensee, LLC

WUTV Licensee, LLC

WUXP Licensee, LLC

WVAH Licensee, LLC

WVTV Licensee, Inc.

WWHO Licensee, LLC

WWMT Licensee, LLC

WXLV Licensee, LLC

WZTV Licensee, LLC

 


 EX-12.1 4 a2227316zex-12_1.htm EX-12.1

EXHIBIT 12.1

 

SINCLAIR BROADCAST GROUP, INC AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

 

(DOLLARS IN THOUSANDS)

 

 

 

Nine Months
Ended
September 30,
2015

 

2014

 

2013

 

2012

 

2011

 

2010

 

Income before provision for income taxes from continuing operations

 

$

162,240

 

$

312,547

 

$

105,508

 

$

212,340

 

$

121,373

 

$

115,851

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Earnings) loss of equity investees

 

(5,405

)

(2,313

)

(621

)

(9,670

)

(3,269

)

4,861

 

Dividends and distributions of income from equity investees

 

3,970

 

4,768

 

4,911

 

10,339

 

6,031

 

999

 

Total interest expense (a)

 

142,878

 

174,862

 

162,937

 

128,553

 

106,128

 

116,046

 

Portion of rents representative of the interest factor (b)

 

5,426

 

6,451

 

3,429

 

2,239

 

1,302

 

1,241

 

Earnings, as adjusted

 

$

309,109

 

$

496,315

 

$

276,164

 

$

343,801

 

$

231,565

 

$

238,998

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed charges:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest expense (c)

 

$

142,878

 

$

175,205

 

$

162,937

 

$

128,553

 

$

106,692

 

$

118,407

 

Portion of rents representative of the interest factor

 

5,426

 

6,451

 

3,429

 

2,239

 

1,302

 

1,241

 

Total fixed charges

 

$

148,304

 

$

181,656

 

$

166,366

 

$

130,792

 

$

107,994

 

$

119,648

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock dividends (d)

 

—

 

—

 

—

 

—

 

—

 

—

 

Total combined fixed charges and preferred stock dividends (d)

 

$

148,304

 

$

181,656

 

$

166,366

 

$

130,792

 

$

107,994

 

$

119,648

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of earnings to fixed charges

 

2.08

 

2.73

 

1.66

 

2.63

 

2.14

 

2.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of earnings to combined fixed charges and preferred stock dividends

 

2.08

 

2.73

 

1.66

 

2.63

 

2.14

 

2.00

 

 

(a)      Consists of interest expense on all debt, including amortization of debt discount/premium and amortization of deferred financing costs.

 

(b)     Management believes this portion is representative of the interest factor.

 

(c)      Consists of interest expense on all debt, including amortization of debt discount/premium and amortization of deferred financing costs, as well as capitalized interest.

 

(d)     There was no preferred stock issued or outstanding for any period presented in the table.

 


 EX-23.1 5 a2227316zex-23_1.htm EX-23.1

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 2, 2015 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Sinclair Broadcast Group’s Annual Report on Form 10-K for the year ended December 31, 2014.  We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

 

/s/ PricewaterhouseCoopers LLP
Baltimore, MD
February 11, 2016

 


 EX-23.2 6 a2227316zex-23_2.htm EX-23.2

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 of Sinclair Broadcast Group, Inc. of our report dated June 16, 2014 relating to the combined financial statements of Combined Perpetual Corporation, which appears in the Current Report on Form 8-K of Sinclair Broadcast Group, Inc. dated August 6, 2014. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

 

/s/ PricewaterhouseCoopers LLP

 

McLean, Virginia

 

February 11, 2016

 

 


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