UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| 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