Sinclair Broadcast Group acquired the equity interests in 21 Regional Sports Networks and Fox College Sports, which were acquired by Disney in its acquisition of Twenty-First Century Fox.
The transaction ascribed a total enterprise value to the RSNs equal to $10.6 billion, which, after adjusting for minority interests, reflects an aggregate purchase price of $9.6 billion. The aggregate purchase price is subject to certain adjustments.
The RSN portfolio, which excludes the YES Network, is the largest collection of RSNs in the marketplace today, with an extensive footprint that includes exclusive local rights to 42 professional teams consisting of 14 Major League Baseball (MLB) teams, 16 National Basketball Association (NBA) teams, and 12 National Hockey League (NHL) teams.
“We are very excited about the transformational aspects the RSN acquisition will have on Sinclair and are eager to bring those opportunities to life. We welcome Jeff Krolik, president of the RSNs, and the rest of the RSN management team and staff to the Sinclair family. We have an exciting future ahead of us,” said Chris Ripley, president & CEO of Sinclair.
The acquisition received the approval of the U.S. Department of Justice. Last year, Disney and 21st Century Fox entered into a consent decree with the Department of Justice that allowed Disney’s acquisition of 21st Century Fox to proceed while requiring the subsequent sale of the RSNs.
The RSNs were acquired via a newly formed, indirect subsidiary of Sinclair, Diamond Sports Group.
Byron Allen has agreed to become an equity and content partner in a newly formed indirect subsidiary of Sinclair and an indirect parent of Diamond. Allen, who bought The Weather Channel in 2018, is the founder, chairman, and chief executive officer of Entertainment Studios, a global media, content and technology company.
The aggregate purchase price, transaction costs, and an additional cash amount contributed to Diamond was funded through a $1.4 billion cash contribution from Sinclair, $1 billion of preferred equity issued by a parent company of Diamond (also an indirect subsidiary of Sinclair), a $3.3 billion secured term B loan facility entered into by Diamond, and $3.1 billion of secured notes and $1.8 billion of senior notes issued by Diamond and Diamond Sports Finance Company.
According to a related 8-K filing, JPMorgan served as administrative agent and collateral agent for the RSN facility, which provides for senior secured credit facilities in the aggregate principal amount a $650 million senior secured revolving credit facility, which includes capacity for up to $50 million of letters of credit and for borrowings of up to $50 million under swingline loans.
In addition, on the closing date, Sinclair Television Group amended and its existing credit agreement with JPMorgan Chase Bank, as administrative agent and collateral agent, to, among other things, provide a $700 million incremental term loan facility on the same terms as the $600 million incremental term loan borrowed under STG’s existing credit agreement on August 13, 2019.
The RSN brands acquired by Sinclair are: Fox Sports Arizona, Fox Sports Detroit, Fox Sports Florida, Fox Sports Sun, Fox Sports North, Fox Sports Wisconsin, Fox Sports Ohio, SportsTime Ohio, Fox Sports South, Fox Sports Carolina, Fox Sports Tennessee, Fox Sports Southeast, Fox Sports Southwest, Fox Sports Oklahoma, Fox Sports New Orleans, Fox Sports Midwest, Fox Sports Kansas City, Fox Sports Indiana, Fox Sports San Diego, Fox Sports West, and Prime Ticket. Also included in the acquisition is Fox College Sports.
