UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

June 1,

2023

Date of Report (Date of earliest event reported)

 

SINCLAIR, INC.

SINCLAIR BROADCAST GROUP, LLC

(Exact name of registrant as specified in its charter)

 

 

 

10706 Beaver Dam Road

Hunt Valley, MD 21030

(Address of principal executive offices and zip code)

(410)

(Registrants’ telephone number, including area code)

 

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

Sinclair, Inc.

 

Sinclair Broadcast Group, LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule of the Securities Exchange Act of 1934 (17 CFR

Sinclair, Inc.  ☐

Sinclair Broadcast Group, LLC  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

EXPLANATORY NOTE

As previously disclosed, on April 3, 2023, the company formerly known as Sinclair Broadcast Group, Inc., a Maryland corporation (“”), entered into an Agreement of Share Exchange and Plan of Reorganization (the “”) with Sinclair, Inc., a Maryland corporation (“”), and Sinclair Holdings, LLC, a Maryland limited liability company (“”). The purpose of the transactions contemplated by the Share Exchange Agreement was to effect a holding company reorganization in which New Sinclair would become the publicly-traded parent company of SBG.

Effective at 12:00 am Eastern U.S. time on June 1, 2023 (the “”), pursuant to the Share Exchange Agreement and Articles of Share Exchange filed with the Maryland State Department of Assessments and Taxation, the share exchange between New Sinclair and SBG was completed (the “”). In the Share Exchange, (i) each share or fraction of a share of SBG’s Class A common stock, par value $0.01 per share (“”), outstanding immediately prior to the Share Exchange Effective Time was exchanged on a basis for an equivalent share of New Sinclair’s Class A common stock, par value $0.01 per share (“”), and (ii) each share or fraction of a share of SBG’s Class B common stock, par value $0.01 per share (“” and, together with the SBG Class A Common Shares, collectively the “”), outstanding immediately prior to the Share Exchange Effective Time was exchanged on a basis for an equivalent share of New Sinclair’s Class B common stock, par value $0.01 per share (“”).

Immediately following the Share Exchange Effective Time, SBG converted from a Maryland corporation to a Maryland limited liability company named Sinclair Broadcast Group, LLC. On the day following the Share Exchange Effective Time (June 2, 2023), Sinclair Holdings will become the intermediate holding company between New Sinclair and SBG, and SBG will transfer certain of its assets (the “”) to a new indirect wholly-owned subsidiary of New Sinclair named Sinclair Ventures, LLC, a Maryland limited liability company. We refer to the Share Exchange and the related steps described above collectively as the “.” The Other Assets included technical and software services companies, intellectual property for the advancement of broadcast technology, and other media businesses and assets including real estate, venture capital, private equity and direct investments, as well as Compulse, a marketing technology and managed services company, and Tennis Channel and related assets.

At the Share Exchange Effective Time, New Sinclair’s articles of incorporation and bylaws were amended and restated to be the same in all material respects as the existing articles of incorporation and bylaws of SBG immediately prior to the Share Exchange. As a result, the New Sinclair Class A Common Shares confer upon the holders thereof the same rights with respect to New Sinclair that the holders of the SBG Class A Common Shares had with respect to SBG, and the New Sinclair Class B Common Shares confer upon the holders thereof the same rights with respect to New Sinclair that the holders of the SBG Class B Common Shares had with respect to SBG. New Sinclair’s Board of Directors, including its committees, and senior management team immediately after the Share Exchange were the same as SBG’s immediately before the Share Exchange.

The purpose of this Current Report on to disclose matters in connection with the completion of the Reorganization and to provide notice pursuant to the Securities Exchange Act of 1934 (the “”) that, following the Share Exchange, New Sinclair became the successor issuer to SBG. More specifically, pursuant to Exchange Act New Sinclair Class A Common Shares issued in connection with the Share Exchange are deemed registered under Section 12(b) of the Exchange Act.

 

The information set forth above under Explanatory Note is incorporated hereunder by reference.

At the Share Exchange Effective Time, pursuant to an Omnibus Assignment, Assumption and Amendment Agreement entered into between SBG and New Sinclair (the “”), SBG assigned to New Sinclair, and New Sinclair assumed from SBG, all of SBG’s rights and obligations under any plans, policies,

agreements and commitments in effect immediately before the Share Exchange Effective Time with respect to the issuance of capital shares of SBG, as compensation or otherwise, to employees, directors or other persons, including SBG’s 2022 Stock Incentive Plan, 1998 Employee Stock Purchase Plan, 1996 Long-Term Incentive Plan, and Executive Performance Formula and Incentive Plan, together with all awards and award agreements thereunder and any other obligations to issue securities in connection therewith, as well as any obligations to issue securities in connection with the stock fund of the Sinclair Broadcast Group, Inc. 401(k) Retirement Savings Plan. In addition, SBG assigned to New Sinclair, and New Sinclair assumed from SBG, all of SBG’s rights and obligations under SBG’s health and welfare plans, the Sinclair Broadcast Group, Inc. 401(k) Retirement Savings Plan, and the Sinclair Broadcast Group, Inc. Amended and Restated Post-2004 Executive Deferred Compensation Plan II and related trust agreement. The Omnibus Assignment is attached hereto as Exhibit 10.1.

 

In connection with the Reorganization, SBG notified the NASDAQ Stock Market that the Share Exchange had been completed. The New Sinclair Class A Common Shares will trade on the NASDAQ Stock Market’s Global Select Market on an uninterrupted basis under the symbol “SBGI,” which is the same symbol formerly used for the SBG Class A Common Shares, and under the new CUSIP number of 829242106. The NASDAQ Stock Market is expected to file with the Securities and Exchange Commission (the “”) an application on Form 25 to delist the SBG Class A Common Shares from the NASDAQ Stock Market and to deregister the SBG Class A Common Shares under Section 12(b) of the Exchange Act.

Following the Reorganization, New Sinclair expects to make future filings with the Commission under its own CIK (0001971213), and SBG expects to make future filings with the Commission, as required by the indenture governing Sinclair Television Group, Inc.’s 5.125% Notes due 2027, under the CIK it has used historically (0000912752).

 

The information set forth under and/or incorporated by reference into Items 1.01 and 3.01 above is incorporated hereunder by reference.

 

The information set forth under and/or incorporated by reference into Items 1.01 and 3.01 above is incorporated hereunder by reference.

 

The information set forth under and/or incorporated by reference into Items 1.01 and 3.01 above is incorporated hereunder by reference.

 

The information set forth under and/or incorporated by reference into Items 1.01 and 3.01 above is incorporated hereunder by reference.

 

As previously disclosed on May 3, 2023, the Board of Directors of SBG declared a quarterly cash dividend of $0.25 per share on the SBG Common Shares (the “Common Dividend”) payable on June 15, 2023 (the “Dividend Payment Date”) to the holders of record at the close of business on May 30, 2023 (the “Common Dividend Record Date”). New Sinclair will pay the Common Dividend on the Dividend Payment Date to common shareholders of New Sinclair who were holders of record of SBG Common Shares on the Dividend Record Date.

In connection with the Reorganization, David D. Smith, Dr. Frederick G. Smith, J. Duncan Smith and Robert E. Smith (the “”) entered into a stockholders’ agreement with respect to New Sinclair (the “”) that was the same in all material respects as the stockholders’ agreement among them with respect to SBG. Pursuant to the New Sinclair Stockholders’ Agreement, the Controlling Stockholders agreed to vote for each other as candidates for election to New Sinclair’s Board of Directors until December 31, 2025. The New Sinclair Stockholders’ Agreement is attached hereto as Exhibit 99.1.

 

(d) Exhibits

 

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, INC.
SINCLAIR BROADCAST GROUP, LLC
By:		/s/ David R. Bochenek
Name:		David R. Bochenek
Title:		Senior Vice President / Chief Accounting Officer
Date:		June 1, 2023