Simpson Thacher represented J.P. Morgan Securities Inc., as initial purchaser and dealer manager, in connection with the comprehensive financial restructuring of Sinclair Broadcast Group, Inc. (SBG). The restructuring was effected through the issuance of $500 million aggregate principal amount of 9.25% Senior Secured Second Lien Notes due 2017 by Sinclair Television Group, Inc. (STG), a wholly-owned subsidiary of SBG, and cash tender offers for SBG’s outstanding 3.0% Convertible Senior Notes due 2027 and 4.875% Convertible Senior Notes due 2018, which are redeemable at the option of their holders in May 2010 and January 2011, respectively. The notes are secured by second-priority liens on substantially all of SBG’s assets.
STG used a portion of the proceeds from the notes offering to fund the cash tender offers for SBG’s outstanding convertible notes and to reduce other debt. A portion of the proceeds is being held in escrow for future purchases of convertible notes not tendered in the tender offers.
In addition to the notes offering and the cash tender offers, SBG’s restructuring plan also included the concurrent re-financing of STG’s credit facilities, the restructuring of commercial arrangements with its broadcasting license partner, Cunningham Broadcasting Corporation, and the re-financing of Cunningham’s credit facilities.
Sinclair Broadcast Group, Inc. is one of the largest and most diversified television broadcasting companies in the United States.
The Simpson Thacher team working on these transactions included Walt Looney, Art Robinson, Simone Bono, Xiaohui Lin, Brandon Messina and Brian Rosenzweig (Capital Markets), Erik Hepler and Cindy Fox (Collateral), Mardi Merjian, Julia Rubin, Julia Miller and Brian Ferry (Real Estate), Jennifer Klein (Tax), Gregory Grogan and Wonda Quinn (Executive Compensation and Employee Benefits), Andrew Pagliughi (Blue Sky) and Marcela Robledo and Katherine Sholly (Intellectual Property). Paralegals Natalie Kone, Tiffany Vacca, Kimberly Solomon, Christopher Garcia, Mollie Braverman, Alexandra Greene, Dara Kanowitz and Kimberly McMenamy also provided invaluable assistance.