Item 1.01 Entry into a Material Definitive Agreement.
OnFebruary 10, 2023 ,Sinclair Broadcast Group, Inc. ("Sinclair") entered into a Preferred Unit Purchase Agreement (the "Purchase Agreement"), by and among Sinclair,Diamond Sports Holdings LLC ("DSH"), an indirect subsidiary of Sinclair,Preferred Equity Holding Co LLC (the "Buyer"), an indirect subsidiary of Sinclair, andJPMorgan Chase Funding Inc ("JPM"). Pursuant to the terms of the Purchase Agreement, the Buyer purchased from JPM the remaining 175,000 outstanding preferred units of DSH (the "Preferred Units"), using cash from Sinclair. The Preferred Units were purchased for an aggregate purchase price of$190.2 million representing 95% of the sum of the remaining unreturned capital contribution of$175.0 million , plus accrued and unpaid dividends up to, but not including, the date of purchase.
The Preferred Units accrued paid-in-kind dividends at a rate of more than 12%
and were subject to another 50 basis point increase in
The Purchase Agreement also terminates the Amended and Restated Guaranty of
Collection, dated
The foregoing description is only a summary of the material provisions of the Purchase Agreement and is qualified in its entirety by reference to a copy of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description Preferred Unit Purchase Agreement, by and amongSinclair Broadcast Group , 10.1* Inc.,Diamond Sports Holdings LLC , Preferred
JPMorgan Chase Funding Inc. , datedFebruary 10 ,
2023.
104 Cover Page Interactive Data File (embedded within
the Inline XBRL document).
* Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Sinclair agrees to furnish supplementally a copy of any omitted schedule to theSEC upon its request.
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