UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
April 21, 2022
Date of Report (Date of earliest event reported)
SINCLAIR BROADCAST GROUP, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 000-26076 | 52-1494660 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
10706 Beaver Dam Road
Hunt Valley, MD 21030
(Address of principal executive offices and zip code)
(410) 568-1500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Class A Common Stock, par value $ 0.01 per share | SBGI | The NASDAQ Stock Market 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 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
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. ☐
| Item 8.01 | Other Events. |
On March 1, 2022, Diamond Sports Group, LLC (“DSG”) and Diamond Sports Finance Company (the “Co-Issuer,” and together with DSG, the “Issuers”), indirect wholly-owned subsidiaries of Sinclair Broadcast Group, Inc. (the “Company”), consummated certain financing transactions (the “Transaction”). Pursuant to agreements governing the Transaction, DSG agreed to changes to the composition of its Board of Managers, which changes have not yet taken effect. However, as a result of DSG’s agreement to the changes to the composition of DSG’s Board of Managers, the Company has subsequently determined that Diamond Sports Intermediate Holdings, LLC (“Holdings”), the direct parent of the Issuers, and its subsidiaries (including the Issuers) will be deconsolidated from the Company’s financial statements as of March 1, 2022, the date of closing of the Transaction.
The effects of the deconsolidation will first be reported in the press release announcing the Company’s financial results for the quarter ended March 31, 2022, which press release is scheduled to be issued on May 4, 2022. Upon issuance of the earnings press release, pursuant to guidance in the Financial Reporting Manual of the Division of Corporation Finance of the Securities and Exchange Commission, which provides that a deconsolidation of a material subsidiary is deemed a disposition under Item 2.01 of Form 8-K, the Company will file a Form 8-K under Item 2.01 thereof, which will include pro forma financial information reflecting the deconsolidation of Holdings and its subsidiaries.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 BROADCAST GROUP, INC. | ||
| By: | /s/ David R. Bochenek | |
| Name: | David R. Bochenek | |
| Title: | Senior Vice President / Chief Accounting Officer | |
Dated: April 21, 2022