8-K

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) February 25, 2013

SINCLAIR BROADCAST GROUP, INC.

(Exact name of registrant)

Maryland	000-26076	52-1494660
(State of Incorporation)	(Commission File Number)	(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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SINCLAIR BROADCAST GROUP, INC.

Forward-Looking Information:

This Current Report on Form 8-K for Sinclair Broadcast Group, Inc. (the “Company”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used, the words outlook, intends to, believes, anticipates, expects, achieves, and similar expressions are intended to identify forward-looking statements and information. Such forward-looking information is subject to a number of risks and uncertainties. Actual results in the future could differ materially and adversely from those set forth in the forward-looking information as a result of various important factors, including and in addition to the assumptions set forth therein, but not limited to, the Company’s ability to satisfy the closing conditions, including obtaining required governmental approvals, for the acquisition of certain stations as disclosed herein, the Company’s ability to obtain financing to fund the acquisitions, the volatility in the U.S. and global economies and financial credit markets which impact the Company’s ability to forecast or refinance its indebtedness as it comes due, the Company’s ability to integrate acquired businesses and maximize operating synergies, the Company’s news share strategy, the Company’s local sales initiatives, the execution of retransmission consent agreements, the Company’s ability to identify and consummate investments in attractive non-television assets and to achieve anticipated returns on those investments once consummated, and any risk factors set forth in the Company’s recent reports on Form 8-K, Form 10-Q and/or Form 10-K, as filed with the Securities and Exchange Commission (the “Commission”). There can be no assurance that the assumptions and other factors referred to will occur and the Company undertakes no obligation to update such forward-looking information in the future except as required by law.

Item 7.01. Regulation FD Disclosure.

On February 25, 2013 and February 28, 2013, Sinclair Broadcast Group, Inc. (the “Company”) issued press releases announcing the transactions disclosed in this Current Report on Form 8-K.  A copy of the press releases are attached hereto as Exhibits 99.1 and 99.2.  These press releases are furnished under this Item 7.01 of this Current Report on Form 8-K and shall not be deemed filed with the Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.  The information contained therein shall not be incorporated by reference into any filing of the Company regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing.

Item 8.01. Other Events.

On February 25, 2013, the Company entered into a definitive agreement to purchase certain stock and/or broadcast assets of four television stations, located in four markets, owned by COX Media Group for $99.0 million less $4.3 million of working capital adjustments and amounts to be paid by third party companies, and entered into an agreement to provide sales services to one other station.  The transaction is expected to close in the second quarter of 2013 subject to the approval of the Federal Communications Commission (“FCC”) and customary antitrust clearance.  The Company expects to finance the acquisition through a bank loan and/or by accessing the capital markets.

On February 28, 2013, the Company entered into a definitive agreement to purchase the broadcast assets of 18 television stations owned by Barrington Broadcasting Group, LLC for $370.0 million, less amounts to be paid by third parties, and entered into agreements to operate or provide sales services to another six stations. The 24 stations are located in 15 markets. The transaction is expected to close in the second quarter of 2013 subject to the approval of the FCC and customary antitrust clearance. The Company expects to finance the acquisition through a bank loan and/or by accessing the capital markets. In connection with this acquisition, the Company will sell its station, WSYT (FOX), and assign its local marketing agreement and purchase option on WNYS (MNT) in Syracuse, NY, and sell its station in Peoria, IL, WYZZ (FOX), due to FCC ownership rules.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits shall be deemed to be furnished and not filed.

99.1Press Release dated February 25, 2013.

99.2Press Release dated February 28, 2013.

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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.

	SINCLAIR BROADCAST GROUP, INC.
	By:	/s/ David R. Bochenek
	Name:	David R. Bochenek
	Title:	Vice President / Chief Accounting Officer
Dated: March 1, 2013

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EX-99.1

Exhibit 99.1

News Release

Contact:	David Amy, EVP & CFO, Sinclair
	Lucy Rutishauser, VP & Treasurer, Sinclair
	(410) 568-1500

SINCLAIR BROADCAST GROUP ANNOUNCES A STRATEGIC INITIATIVE CREATING A SMALL MARKET TELEVISION SUBSIDIARY; ANNOUNCES AGREEMENT TO PURCHASE CERTAIN COX MEDIA STATIONS

BALTIMORE (February 25, 2013) — Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) (the “Company” or “Sinclair”) announced that it has entered into a definitive agreement to purchase the stock and broadcast assets of four television stations owned by COX Media Group (“CMG”) for $99.0 million less $4.3 million of working capital adjustments and entered into an agreement to provide sales services to one other station.  The five stations are located in four markets and reach 0.9% of the U.S. TV households.  The transaction is subject to approval by the Federal Communications Commission (“FCC”), and antitrust clearance.  The Company anticipates the transaction will close and fund in the second quarter of 2013, subject to closing conditions.  The Company expects to finance the purchase price, less $5.0 million in deposits, through a bank loan and/or by accessing the capital markets.

Due to FCC ownership restrictions, Sinclair will continue providing the services to KAME in Reno, NV that CMG has historically provided. The license assets of KAME will be purchased by Deerfield Media, Inc.

“Over the past 18 months, we have led the industry’s consolidation efforts in the mid-sized markets, purchasing 30 TV stations and creating over $400 million of equity value,” commented David Smith, President and CEO of Sinclair.  “We believe there are many more opportunities to acquire quality assets and to unlock hidden value, including in the smaller markets, such as where the CMG stations operate.  We believe our platform size and leadership position allow us to bring meaningful purchasing power and negotiating leverage to these stations.  Including synergies, we believe the CMG stations can generate approximately $20 million of cash flow, on average.”

Mr. Smith continued, “We have prided ourselves on being a forward-looking company with a history of creating innovative ways to unlock value for our shareholders.  We have established Chesapeake TV as the primary operating entity for the CMG stations and other small market stations we may acquire, while STG will continue to be our primary operating entity for mid-sized market stations.  We believe a dual operating structure is critical to the success of a small market strategy since the economics and competitive nature can differ from those of the mid-sized markets.

The CMG stations to be owned and operated, programmed or provided sales services to are:

Station	Affil.	Market	DMA
KFOX	FOX	El Paso, TX	91
WJAC	NBC	Johnstown/Altoona, PA	102
KRXI	FOX	Reno, NV	108
KAME	MNT	Reno, NV	108
WTOV	NBC	Wheeling, WV/Steubenville, OH	158

(1)Represents television designated market areas according to the Nielsen Company (“Nielsen”).  The numbers in the column represent the ranking in terms of size of the DMA out of the 210 generally recognized DMAs in the United States.

About Sinclair:

On a pro forma basis assuming consummation of the transaction described in this press release, Sinclair Broadcast Group, Inc., one of the largest and one of the most diversified television broadcasting companies, will

own and operate, program or provide sales services to 90 television stations in 49 markets.  Sinclair’s television group will reach approximately 27.4% of U.S. television households and is affiliated with all major networks.  Sinclair’s television portfolio will include 26 FOX, 20 MNT, 15 CW, 11 ABC, 11 CBS, 5 NBC, one independent and one 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 which can be accessed at www.sbgi.net.

Forward-Looking Statements:

The matters discussed in this 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 satisfy the closing conditions for the CMG acquisition discussed in this release and any required license asset third party transactions, including obtaining required governmental approvals, our ability to obtain financing to fund such acquisition, our ability to maximize our operating synergies in connection with the acquisition, successful execution of our small market strategy, the impact of changes in national and regional economies, the volatility in the U.S. and global economies and financial 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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EX-99.2

Exhibit 99.2

Contact:	David Amy, EVP & CFO, Sinclair
	Lucy Rutishauser, VP & Treasurer, Sinclair
	(410) 568-1500

SINCLAIR BROADCAST GROUP ANNOUNCES AGREEMENT TO PURCHASE BARRINGTON TV STATIONS; STEVEN PRUETT TO BE NAMED CHIEF OPERATING OFFICER OF CHESAPEAKE TV SUBSIDIARY

BALTIMORE (February 28, 2013) — Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) (the “Company” or “Sinclair”) announced today that it has entered into a definitive agreement to purchase the broadcast assets of 18 television stations owned by Barrington Broadcasting Group, LLC (“Barrington”) for $370.0 million and entered into agreements to operate or provide sales services to another six stations.  The 24 stations are located in 15 markets and reach 3.4% of the U.S. TV households.  The transaction is subject to approval by the Federal Communications Commission (“FCC”) and antitrust clearance.  The Company anticipates the transaction will close and fund in the second quarter of 2013, subject to closing conditions.  The Company expects to finance the purchase price, less $20.0 million in deposits, through a bank loan and/or by accessing the capital markets.

“This week, we launched our small market television group when we announced we would be acquiring certain of the COX Media television stations,” commented David Smith, President and CEO of Sinclair.  “The Barrington stations are an important part of that strategy, providing meaningful scale to the group.  Including synergies, we believe the Barrington stations can generate approximately $71.0 million of cash flow, on average.  When combined with the COX stations, we expect our expertise and resources to create approximately $29.0 million in synergistic, incremental cash flow, equating to approximately $232.0 million of added equity value or $2.85 per share.”

“We are pleased to announce that Steve Pruett will be joining our senior management team as Chief Operating Officer of Chesapeake TV.  Steve brings many years of media experience, most recently as Chief Executive Officer of Communications Corporation of America’s 25 television station group.  Steve will oversee the growth and development of our small market strategy, while Steve Marks will continue as Chief Operating Officer of Sinclair Television Group, overseeing our mid-sized market strategy.”

Mr. Pruett, commented, “The competitive environment for local affiliate television is changing rapidly. Chesapeake TV represents a tremendous opportunity to build scale and efficiency and to strengthen competitive positioning in small markets by applying Sinclair’s resources, discipline and management systems, which in my observation are world class.  Our vision is big, and with the backing of Sinclair, we have what it takes to execute it.”

Mr. Pruett has over 30 years of experience in the broadcast industry with an extensive background in television station finance and management.  For the past 10 years, he has been with Communications Corporation of America, first as Chief Financial Officer, then becoming its President in 2006 and President and Chief Executive Officer, as well as a member of the Board, in 2007.   Mr. Pruett served as special strategic advisor to DirecTV and Thomson Consumer Electronics from 1998 to 2002.   From 1995 to 1999, he was a Managing Director at Communications Equity Associates.  During his career, he has helped found several broadcast groups as an initial investor, financier, managing partner or board member including Spanish Radio Group Excel Communications, ACME Television, USBG, and UPI Media, where he served as President.  Mr. Pruett attended Southern Illinois University at Edwardsville where he majored in Radio and Television.   He later earned a Masters in Management from the JL Kellogg Graduate School of Business at Northwestern University.  Since 2008, Mr. Pruett has been a key member of the Fox Affiliate Board of Governors where he served as Treasurer until 2011 when he was elected Chairman, a position he currently holds.

Due to FCC ownership conflict rules, Sinclair will sell its station in Syracuse, NY, WSYT (FOX), and assign its local marketing agreement (“LMA”) and purchase option on WNYS (MNT) in Syracuse, NY.  The Company

will also sell its station in Peoria, IL, WYZZ (FOX).  In addition, the license assets of four stations will be purchased by Cunningham Broadcasting Corporation and Howard Stirk Holdings, a newly formed entity owned and controlled by Armstrong Williams, founder and CEO of boutique communications firm, The Graham Williams Group.  In addition to his well-known work as a political commentator, Mr. Williams has spent nearly twenty years developing and producing high quality television programming, including primetime specials with U.S. Supreme Court Justice Clarence Thomas, former Vice President Dick Cheney and Israeli Prime Minister Benjamin Netanyahu.  From 2001 to 2003, Mr. Williams served as Chief Operating Officer of the Renaissance Cable TV Network with responsibility for all programming, advertising and content development.

Mr. Smith commented, “We are pleased to advance the diversity efforts of the FCC and create a path for minority ownership in the broadcast space through Howard Stirk Holdings.”

The Barrington stations covered by the transaction are:

Station	Affil.	Market	DMA(1)
WEYI	NBC	Flint/Saginaw/Bay City/Midland, MI	67
WBSF	CW	Flint/Saginaw/Bay City/Midland, MI	67
WNWO	NBC	Toledo, OH	76
WACH	FOX	Columbia, SC	77
WSTM	NBC	Syracuse, NY	84
WTVH	CBS	Syracuse, NY	84
WSTQ	CW	Syracuse, NY	84
KGBT	CBS	Harlingen/Weslaco/Brownsville/McAllen, TX	86
KXRM	FOX	Colorado Springs, CO	89
KXTU	CW	Colorado Springs, CO	89
WPDE	ABC	Myrtle Beach/Florence, SC	103
WWMB	CW	Myrtle Beach/Florence, SC	103
WHOI	ABC	Peoria/Bloomington, IL	116
WPBN	NBC	Traverse City/Cadillac, MI	120
WGTU	ABC	Traverse City/Cadillac, MI	120
WTOM	NBC	Traverse City/Cadillac, MI	120
WGTQ	ABC	Traverse City/Cadillac, MI	120
KVII	ABC	Amarillo, TX	130
KVIH	ABC	Amarillo, TX	130
KRCG	CBS	Columbia/Jefferson City, MO	138
WFXL	FOX	Albany, GA	150
KHQA	CBS	Quincy, IL/Hannibal, MO/Keokuk, IA	171
WLUC	NBC	Marquette, MI	180
KTVO	ABC	Ottumwa, IA/Kirksville, MO	199

(1)Represents television designated market areas according to the Nielsen Company (“Nielsen”).  The numbers in the column represent the ranking in terms of size of the DMA out of the 210 generally recognized DMAs in the United States.

Conference Call:

The senior management of Sinclair will hold a conference call to discuss the acquisitions of the Barrington and COX stations on Friday, March 1, 2013, at 9:00 a.m. ET.  After the call, an audio replay will be available at www.sbgi.net under “Investor Information.”  The press and the public will be welcome on the call in a listen-only mode.  The dial-in number is (877) 407-8035.

About Sinclair:

On a pro forma basis assuming consummation of the Barrington and COX transactions, Sinclair Broadcast Group, Inc., one of the largest and one of the most diversified television broadcasting companies, will own and

operate, program or provide sales services to 112 television stations in 61 markets.  Sinclair’s television group will reach approximately 29.8% of U.S. television households and is affiliated with all major networks.  Sinclair’s television portfolio will include 27 FOX, 20 MNT, 20 CW, 17 ABC, 15 CBS, 11 NBC, one independent and one 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 which can be accessed at www.sbgi.net.

Forward-Looking Statements:

The matters discussed in this 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 satisfy the closing conditions for the Barrington and COX acquisitions discussed in this release and any required license asset third party transactions, including obtaining required governmental approvals, our ability to obtain financing to fund such acquisitions, our ability to consummate the sales of our existing stations as discussed in this release, our ability to maximize our operating synergies in connection with the acquisitions, successful execution of our small market strategy, the impact of changes in national and regional economies, the volatility in the U.S. and global economies and financial 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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