UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported) December 1, 2012
SINCLAIR BROADCAST GROUP, INC.
(Exact name of registrant)
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Maryland |
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000-26076 |
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52-1494660 |
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(State of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification Number) |
10706 Beaver Dam Road
Hunt Valley, MD 21030
(Address of principal executive offices and zip code)
(410) 568-1500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SINCLAIR BROADCAST GROUP, INC.
Item 2.01. Completion of Acquisition or Disposition of Assets
Effective December 1, 2012, Sinclair Broadcast Group, Inc. (the “Company”) completed its acquisition of certain broadcast assets of Newport Television LLC (“Newport”) in the following markets: Cincinnati, OH; San Antonio, TX; Harrisburg / Lancaster / Lebanon / York, PA; Mobile, AL; Wichita / Hutchinson, KS; and Rochester, NY, all of which were previously announced, with the exception of Rochester, NY. The total purchase price for the acquired assets in the markets above, net of working capital adjustments and the $6.0 million funded by another party as described under Item 8.01 below, was $459.7 million. In addition, the Company acquired Newport’s rights under local marketing agreements with certain stations in Harrisburg, PA and Wichita, KS, along with options to acquire the respective license assets. Altogether, the assets acquired from Newport relate to nine stations in six markets with the following network affiliations: CBS (2 stations); NBC (2 stations); ABC (1 station); FOX (1 station); CW (1 station); MNT (1 station); and one independent station. The Company financed the acquisition and closing costs with the proceeds from the issuance of $500.0 million of 6.125% Senior Notes due 2022, which were issued in October 2012.
Item 7.01 Regulation FD Disclosure
On December 3, 2012, the Company issued a press release announcing the completion of the transactions described in this Current Report. A copy of the press release is included as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 8.01. Other Events.
Effective December 1, 2012, in connection with the acquisition of certain broadcast assets from Newport described in Item 2.01, Deerfield Media, Inc. (“Deerfield”) acquired the license-related assets of the television stations in Mobile, AL (WPMI and WJTC) from Newport for $6.0 million and the license-related assets of our television stations in Cincinnati, OH (WSTR) and San Antonio, TX (KMYS) for $10.7 million. Concurrently, we entered into shared services and joint sales agreements with Deerfield, pursuant to which (i) we will provide sales and other non-programming services to these four stations and (ii) we acquired options to acquire the respective licenses for these stations.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of businesses acquired
Financial statements of the acquired business will be filed by an amendment to this Current Report on Form 8-K no later than February 15, 2013.
(b) Pro forma financial information
Pro forma financial information will be filed by amendment to this current Report on Form 8-K no later than February 15, 2013.
(d) Exhibits
99.1 Press Release, dated December 3, 2012.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SINCLAIR BROADCAST GROUP, INC. | |
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By: |
/s/ David R. Bochenek |
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Name: |
David R. Bochenek |
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Title: |
Vice President / Chief Accounting Officer |
Dated: December 6, 2012
Exhibit 99.1
News Release
Contact: David Amy, EVP & CFO, Sinclair
Lucy Rutishauser, VP & Treasurer, Sinclair
(410) 568-1500
SINCLAIR BROADCAST GROUP CLOSES TV STATION ACQUISITIONS
BALTIMORE (December 3, 2012) — Sinclair Broadcast Group, Inc. (Nasdaq: SBGI), the “Company” or “Sinclair,” announced that it has closed on the previously announced acquisitions of certain television stations and, in a new announcement, purchased WHAM-TV (ABC) in Rochester, NY from Newport Television LLC (“Newport”).
The stations acquired in the transactions that have closed, effective December 1, 2012, are:
WTTA (MNT) Tampa, Florida previously operated by Sinclair pursuant to a local marketing agreement.
KBTV (FOX) Beaumont/Port Arthur, Texas market previously owned by Nexstar Broadcasting.
The following stations from Newport:
WKRC (CBS) Cincinnati, Ohio
WOAI (NBC) San Antonio, Texas
WHP (CBS) Harrisburg/Lancaster/Lebanon/York, Pennsylvania
WPMI (NBC) and WJTC (IND) Mobile, Alabama
KSAS (FOX) Wichita/Hutchinson, Kansas
WHAM (ABC) Rochester, New York
Sinclair also acquired Newport’s rights under the local marketing agreements with WLYH (CW) in Harrisburg, PA and KMTW (MNT) in Wichita, KS, as well as options to acquire the license assets.
The Company also closed on agreements with Deerfield Media, Inc. (“Deerfield”), selling Deerfield the license assets of Sinclair’s station in San Antonio (KMYS CW), and Sinclair’s station in Cincinnati (WSTR MY), as well as the license assets of WPMI and WJTC in the Mobile/Pensacola market and KBTV in Beaumont. Sinclair will provide sales and other non-programming services to each of these five stations pursuant to shared services and joint sales agreements.
In a new announcement, Sinclair purchased the non-license assets of Newport’s station, WHAM-TV (ABC) in Rochester, New York for $54.0 million plus the option for the license assets. Sinclair will provide sales and other non-programming services pursuant to a shared service and joint sales agreement.
The acquisitions add two new markets and additional stations in four markets where Sinclair already has a presence. The net amount paid at closing, net of any previously paid deposits and sale proceeds, was $459.7 million, which was funded by the issuance of $500 million of 6.125% senior notes due 2022 earlier this quarter.
About Sinclair:
Sinclair Broadcast Group, Inc., one of the largest and most diversified, independent television broadcasting companies, owns and operates, programs or provides sales services to 84 television stations in 46 markets. Sinclair’s television group reaches approximately 27% of U.S. television households and is affiliated with all major networks. Sinclair’s television portfolio includes 22 FOX, 20 MNT, 15 CW, 11 ABC, 11 CBS, 3 NBC, 1 independent and 1 Azteca station. Sinclair owns equity interests in various non-broadcast related companies. The Company regularly uses its website as a key source of Company information and can be accessed at www.sbgi.net.
Forward-Looking Statements:
The matters discussed in this news release, include forward-looking statements regarding, among other things, future operating results. When used in this news release, the words “outlook,” “intends to,” “believes,” “anticipates,” “expects,” “achieves,” and similar expressions are intended to identify forward-looking statements. Such statements are subject to a number of risks and uncertainties. Actual results in the future could differ materially and adversely from those described in the forward-looking statements as a result of various important factors, including and in addition to the assumptions identified in this release, but not limited to our ability to maximize our operating synergies in connection with the acquisitions, the impact of changes in national and regional economies, the volatility in the U.S. and global economies and financial credit markets, successful execution of outsourcing agreements, pricing and demand fluctuations in local and national advertising, volatility in programming costs, the market acceptance of new programming, the CW Television Network and MyNetworkTV programming, our news share strategy, our local sales initiatives, the execution of retransmission consent agreements, our ability to identify and consummate investments in attractive non-television assets and to achieve anticipated returns on those investments once consummated, and any other risk factors set forth in the Company’s most recent reports on Form 10-Q, Form 10-K and Form 8-K, as filed with the Securities and Exchange Commission. There can be no assurances that the assumptions and other factors referred to in this release will occur. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements except as required by law.
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