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SBGI > SEC Filings for SBGI > Form 8-K on 10-Jul-2009All Recent SEC Filings

Show all filings for SINCLAIR BROADCAST GROUP INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for SINCLAIR BROADCAST GROUP INC


10-Jul-2009

Regulation FD Disclosure, Other Events, Financial Statements and Exh


Item 7.01. Regulation FD Disclosure.

On July 8, 2009, Sinclair Broadcast Group, Inc. (the "Company") and its advisors met with certain holders of its 3.0% and 4.875% Convertible Senior Notes, which notes may be put back to the Company in May 2010 and January 2011, respectively, to discuss refinancing options with respect to the notes. Pursuant to these discussions, the Company disclosed certain material, non-public information. The noteholders who were provided such material, non-public information were subject to a confidentiality and standstill agreement whereby the noteholders could not disclose or use such information for purposes of, among others, transacting business with respect to the Company's securities. The confidentiality and standstill agreement is set to expire on July 10, 2009, and thus, in accordance with Regulation FD, the Company is providing public dissemination of the material, non-public information provided to these noteholders by means of this Item 7.01 of this Current Report on Form 8-K. Pursuant to the information disclosed under this Item 7.01 of this Current Report on Form 8-K, the confidentiality and standstill agreement will expire upon submission of this Current Report on Form 8-K to the Securities and Exchange Commission (the "SEC"). A copy of the furnished material, non-public information referred to herein is attached hereto as Exhibit 99.1.

The information contained herein and the attached exhibit are furnished under this Item 7.01 of this Current Report on Form 8-K and are furnished to, but for purposes of Section 18 of the Securities Exchange Act of 1934 shall not be deemed filed with, the SEC. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing.

Forward-Looking Information:

The information furnished under this Item 7.01 of this Current Report on Form 8-K includes forward-looking information regarding, among other things, future operating results. 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 impact of changes in national and regional economies, the volatility in the U.S. and global economies and financial credit markets which impact our ability to forecast or refinance our debts as they become due, 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 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 the other risk factors set forth in the Company's recent reports on Form 10-Q, Form 10-K and under Item 8.01 of this Current Report on Form 8-K, as filed with the SEC. There can be no assurance that the assumptions and other factors referred to will occur. The Company undertakes no obligation to update such forward-looking information in the future except as required by law.



Item 8.01. Other Information.

In addition to the information furnished under Item 7.01 of this Current Report on Form 8-K, the Company is also updating the risk factors that were included in the Company's Annual Report on Form 10-K for the year ended December 31, 2008 and Quarterly Report on Form 10-Q for the three months ended March 31, 2009. The Company encourages any investor to carefully consider such risks described therein before investing in the Company's securities.

Risk factors

You should carefully consider the risks described below before investing in our securities. Our business is also subject to the risks that affect many other companies such as general economic conditions, geopolitical events, competition, technological obsolescence and employee relations. The risks described below, along with risks not currently known to us or that we currently believe are immaterial, may impair our business operations and our liquidity in an adverse way. References to "Sinclair," "us," "we" or "our" refer to Sinclair Broadcast Group, Inc. and its consolidated subsidiaries, unless the context otherwise requires. References to "STG" refer to Sinclair Television Group, Inc., the television operating subsidiary of Sinclair Broadcast Group, Inc.

The current global financial crisis and economic slowdown may have an adverse impact on our industry, business, results of operations or financial position.


The continuation or worsening of the current global financial crisis and economic slowdown could further reduce consumer confidence and could have an adverse effect on the fundamentals of our business, results of operations and/or financial position. These current economic conditions could have a negative impact on our industry or the industry of those customers who advertise on our stations, including, among others, the automotive industry and services, each of which is a significant source of our advertising revenue. There can be no assurance that we will not experience any material adverse effect on our business as a result of the current economic conditions or that the actions of the United States Government, Federal Reserve or other governmental and regulatory bodies for the reported purpose of stabilizing the economy or financial markets will achieve their intended effect. Additionally, some of these actions may adversely affect financial institutions, capital providers, advertisers or other consumers or our financial condition, results of operations or the trading price of our securities. Potential consequences of the current financial crisis and global economic slowdown include:

† the financial condition of those companies that advertise on our stations, including, among others, the automobile manufacturers and dealers which have or may file for bankruptcy protection or face severe cash flow issues, may result in a significant decline in our advertising revenue;

† our ability to borrow capital on terms and conditions that we find acceptable, if at all, may be limited, which could limit our ability to address the put options exercisable in May 2010 and January 2011, related to our 3.0% Convertible Senior Notes due 2027 (the "3.0% Notes") and our 4.875% Convertible Senior Subordinated Notes due 2018 (the "4.875% Notes"), respectively, which could have a significant negative impact on our operating results, the value of our securities and our financial condition, and could result in a voluntary filing for bankruptcy protection;

† a decline of the financial condition of Cunningham Broadcasting Corporation ("Cunningham"), one of our local marketing agreement ("LMA") partners, could result in a significant decline in our revenues;

† our ability to pursue the acquisition of attractive television and non-television assets may be limited if we are unable to obtain any necessary additional capital on favorable terms, if at all;

† our ability to pursue the divestiture of certain television and non-television assets may be limited;

† the possibility that our business partners, such as our counterparties to our outsourcing and news share arrangements, could be negatively impacted and our ability to maintain these business relationships;

† our ability to develop a viable mobile digital television strategy and platform and develop various potential uses of our digital spectrum may be limited if we are unable to obtain any necessary additional capital on favorable terms, if at all;

† our ability to make certain capital expenditures may be significantly impaired; and

† one or more of the lenders under our Bank Credit Facility could refuse to fund its commitment to us or could fail, as did Lehman Brothers Holdings, Inc. (Lehman Brothers), and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all.

Our advertising revenue can vary substantially from period to period based on many factors beyond our control. This volatility affects our operating results and may reduce our ability to repay indebtedness or reduce the market value of our securities.

We rely on sales of advertising time for most of our revenues and, as a result, our operating results are sensitive to the amount of advertising revenue we generate. If we generate less revenue, it may be more difficult for us to repay our indebtedness and the value of our business may decline. Our ability to sell advertising time depends on:

† the levels of automobile advertising, which historically have represented about one quarter of our advertising revenue; however, during 2008, automobile advertising represented 18.3% of our net time sales and only represented 13.7% of our first quarter 2009 net time sales;

† the health of the economy in the area where our television stations are located and in the nation as a whole;

† the popularity of our programming and that of our competition;

† changes in the makeup of the population in the areas where our stations are located;


† the activities of our competitors, including increased competition from other forms of advertising-based mediums, such as other broadcast television stations, radio stations, multi-channel video programming distributors ("MVPDs") and internet and broadband content providers serving in the same markets; and

† other factors that may be beyond our control.

The relative lack of political advertising in 2009 and the continued deterioration of the automotive industry will result in a decrease in our advertising revenue for 2009 as compared to 2008, which will likely have an adverse impact on our business and results of operations.

We may not be able to address the put options exercisable in May 2010 and January 2011, related to our 3.0% Notes and 4.875% Notes, respectively. The inability to refinance or retire such notes on their respective put dates could have a significant negative impact on our operating results, the value of our securities and our financial condition, and could cause us to consider other restructuring and deleveraging alternatives, including a voluntary bankruptcy filling under Chapter 11 of the U.S. Bankruptcy Code.

We have a substantial amount of debt which the holders thereof may require us to repurchase within the next 18 months. Of the $1,332.8 million of total debt outstanding as of March 31, 2009, $488.5 million relates to our 3.0% Notes, face value of $345.0 million and our 4.875% Notes, face value of $143.5 million which the holders thereof may require us to repurchase for cash at a price equal to 100% of the principal amount, plus accrued and unpaid interest on May 15, 2010 and January 15, 2011, respectively. At our current stock trading price levels, it is highly probable that the holders of these notes will exercise their put option. If we are required to repurchase our 3.0% Notes and 4.875% Notes, we do not have the cash necessary to meet our repurchase obligations. As a result, we have begun discussions with certain of the holders of our 3.0% Notes and 4.875% Notes regarding the restructuring of the notes. In addition, we may seek access to capital markets to secure debt and equity financing. The timing, terms, size and pricing of any restructured debt or new debt and equity financing will depend on investor interest and market conditions and there can be no assurance that we will be able to obtain any such financings. As a result, we may not be able to refinance or retire these notes on the put dates. The inability to successfully restructure, refinance or retire these notes upon a put will have a material negative impact on our operating results, the value of our securities and our financial condition. Under such circumstances, or if we believe such circumstances are likely to occur, we may consider or pursue various forms of negotiated restructurings and deleveraging of our debt and equity obligations and/or asset sales, which may be required to occur under court supervision pursuant to a voluntary bankruptcy filing under Chapter 11 of the U.S. Bankruptcy Code. In addition, under certain circumstances, creditors may file an involuntary petition for bankruptcy against us. Due to the possibility of such circumstances occurring, we have begun planning for such potential restructurings.

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our debt obligations.

We have a high level of debt, totaling $1,332.8 million at March 31, 2009, compared to the book value of shareholders' deficit of $151.6 million as of the same date. STG's debt totaled $657.2 million at March 31, 2009. Additionally, STG guarantees $547.9 million of our debt. Our relatively high level of debt poses the following risks, particularly in periods of declining revenues:

† we use a significant portion of our cash flow toward payment of principal and interest on our outstanding debt, limiting the amount available for working capital, capital expenditures, dividends and other general corporate purposes;

† our lenders may not be as willing to lend additional amounts to us for future working capital needs, capital expenditures, additional acquisitions or other purposes;

† if our cash flows were inadequate to make interest and principal payments, we might have to refinance our debt or sell one or more of our stations to reduce debt obligations;

† our ability to finance working capital needs, capital expenditures and general corporate needs from the public and private markets, as well as the associated cost of funding is dependent, in part, by our credit ratings. As of the date of this Current Report on Form 8-K, our credit ratings, as assigned by Moody's Investor Services (Moody's) and Standard & Poor's Ratings Services (S&P) were:

                                   Moody's   S&P
Senior Secured Credit Facilities     Ba3     BB
Corporate Credit                     B3      B+
Senior Subordinated Notes            B3      B+
4.875% and 3.0% Notes               Caa2     B-


The credit ratings previously stated are not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal by the assigning rating organization. Each rating should be evaluated independently of any other rating.

† we may be more vulnerable to adverse economic conditions than less leveraged competitors and thus, less able to withstand competitive pressures; and

† of the $1,332.8 million of total debt outstanding as of March 31, 2009, $428.9 million relates to our Bank Credit Facility. The interest rate under our Bank Credit Facility is a floating rate and will increase if interest . . .



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit related to Item 7.01 shall be deemed to be furnished and not filed.

Exhibit 99.1 Investor Materials.


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