Simpson Thacher represented J.P. Morgan, as exclusive capital markets advisor to Sinclair, Inc. (“Sinclair”), in connection with the structuring and negotiation of a series of liquidity enhancing transactions for Sinclair Television Group, Inc. (the “Company”), an indirectly, wholly-owned subsidiary of Sinclair, resulting in the debt refinancing transactions set forth below.
Simpson Thacher represented the initial purchasers, led by J.P. Morgan Securities LLC, in connection with a Rule 144A/Regulation S offering of $1,430 million aggregate principal amount of 8.125% First-Out First Lien Secured Notes due 2033 by the Company. In addition, Simpson Thacher represented J.P. Morgan Securities LLC, as sole dealer manager and solicitation agent, in connection with an exchange offer and consent solicitation in which the Company issued new 4.375% Second-Out First Lien Secured Notes due 2032 for the Company’s outstanding 4.125% Senior Secured Notes due 2030 (the “Existing 2030 Secured Notes”). In connection with the debt refinancing transactions, the Company also agreed to (i) repurchase or redeem for cash approximately $63.6 million aggregate principal amount of Existing 2030 Secured Notes and approximately $104.0 million aggregate principal amount of its 5.125% Senior Unsecured Notes due 2027 and (ii) issue to certain holders of the Existing 2030 Secured Notes $432 million aggregate principal amount of its 9.75% Senior Secured Second Lien Notes due 2033 in exchange for $432 million aggregate principal amount of Existing 2030 Secured Notes.
Simpson Thacher also represented JPMorgan Chase Bank, N.A., as lead arranger, bookrunner and administrative agent, in connection with a new credit agreement to, among other things, establish an up to $575 million aggregate principal amount first-out first lien revolving credit facility, including a letter of credit sub-facility and a swing-line sub-facility, and refinance approximately $711.4 million and $731.3 million aggregate principal amount of outstanding term B-3 and term B-4 loans, respectively, under the Company’s existing Seventh Amended and Restated Credit Agreement (the “Existing Credit Agreement”) into second-out first lien term B-6 and term B-7 loans under the new credit agreement. Simpson Thacher also represented JPMorgan Chase Bank, N.A., as administrative agent, in connection with an amendment to the Existing Credit Agreement.
Sinclair is a diversified media company and a leading provider of local news and sports.
The Simpson Thacher team for the transaction included John C. Ericson, Matt Hart, Matt Petrone, John Strubing and Emma Li (Capital Markets); Justin Lungstrum, Nick Baker, Matthew Farrell, Robert Meyer, Soogy Lee, Abdulyekinni Fasinro, Sean Lee, Jim Wheeler and Samrat Basani (Banking and Credit); Jonathan Pall (Collateral); Michael Mann and Jonathan Cantor (Tax); Pasco Struhs (ECEB); Ron Ben-Yehuda, Courtney Welshimer and Paige Brinton (Intellectual Property); and Jennie Getsin (Blue Sky).