SINCLAIR BROADCAST GROUP, INC. (NASDAQ:SBGI) Files An 8-K Other Events
Item 8.01 Other Events.
corporation (the Company) entered into an underwriting agreement
(the Underwriting Agreement) with Wells Fargo Securities LLC,
J.P. Morgan Securities LLC, and RBC Capital Markets LLC as
representatives of the several underwriters (collectively, the
Underwriters), relating to the issuance and sale of 12,000,000
shares of the Companys Class A common stock, par value $0.01 per
share (Common Stock). The price to the public in this offering
was $42.00 per share of Common Stock. The net proceeds to the
Company from this offering were approximately $487.9 million,
after deducting underwriting discounts and commissions and
estimated offering expenses payable by the Company, and are
intended to be used to fund future potential acquisitions and for
general corporate purposes. The Underwriters also have a 30-day
option to purchase up to an additional 1,800,000 shares from the
Company.
registration statement on Form S-3 (Registration Statement No.
333-209475), previously filed with the Securities and Exchange
Commission (the SEC), and prospectus contained therein. The
closing of the offering occurred on March 15, 2017.
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriters, including for liabilities under the Securities Act
of 1933, as amended, other obligations of the parties and
termination provisions. The representations, warranties and
covenants contained in the Underwriting Agreement were made only
for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to such agreement, and may
be subject to limitations agreed upon by the contracting parties.
report. A copy of the opinion of Pillsbury Winthrop Shaw Pittman
LLP relating to the legality of the Common Stock to be issued in
the offering is attached as Exhibit 5.1 to this report.
2017 announcing the commencement of the offering and the pricing
of the offering, respectively, which press releases are attached
as Exhibits 99.1 and 99.2, respectively, to this report.
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>>1.1
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Underwriting Agreement, dated March 9, 2017, by and among
the Company and Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as the representatives of the several underwriters named therein. |
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>>5.1
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Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding
the legality of the securities being issued by the Company. |
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23.1
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Consent of Pillsbury Winthrop Shaw Pittman LLP to the
filing of Exhibit 5.1 herewith (included in its opinion filed as Exhibit 5.1). |
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99.1
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Press release dated March 8, 2017.
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99.2
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Press release dated March 9, 2017.
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About SINCLAIR BROADCAST GROUP, INC. (NASDAQ:SBGI)
Sinclair Broadcast Group, Inc. is a television broadcasting company. The Company owns or provides certain programming, operating or sales services to television stations in the United States. The Company’s segments include Broadcast, Other and Corporate. The Broadcast segment consists of all of its television stations. The Other segment primarily consists of original networks and content, digital and Internet solutions, technical services and other non-media investments. The Company owns and provides programming and operating services pursuant to local marketing agreements (LMAs), or provides sales services and other non-programming operating services pursuant to joint sales agreements (JSA) and shared services agreements (SSA) to approximately 160 stations in over 80 markets. These stations broadcast over 440 channels, including 215 channels affiliated with primary networks or program service providers. It has a total of over 10 other low powered stations. SINCLAIR BROADCAST GROUP, INC. (NASDAQ:SBGI) Recent Trading Information
SINCLAIR BROADCAST GROUP, INC. (NASDAQ:SBGI) closed its last trading session down -0.80 at 40.35 with 1,490,248 shares trading hands.
