Sinclair to Acquire 21 Regional Sports Networks from Disney for $10.6B

Sinclair to Acquire 21 Regional Sports Networks from Disney for $10.6B

  

Fried Frank acted as counsel to Sinclair Broadcast Group, Inc. (Sinclair) in its definitive agreement to acquire the equity interests in 21 regional sports networks (RSNs) and Fox College Sports, which were acquired by The Walt Disney Company (Disney) in its acquisition of Twenty-First Century Fox, Inc. The RSNs will be acquired via a newly formed indirect wholly-owned subsidiary of Sinclair, Diamond Sports Group LLC (Diamond). Fried Frank is also representing Sinclair in connection with the issuance of preferred equity to be used to fund a portion of the purchase price for the RSN acquisition. Sinclair is one of the largest and most diversified television broadcasting companies in the country, owning and/or providing services to 191 television stations in 89 markets. Disney, together with its subsidiaries, is a diversified worldwide entertainment company with operations in four business segments: media networks; studio entertainment; parks, experiences, and products; and direct-to-consumer and international. The transaction ascribes a total enterprise value to the RSNs of US$10.6 billion, reflecting a purchase price of US$9.6 billion, after adjusting for minority equity interests. Completion of the transaction is subject to customary closing conditions, including the approval of the US Department of Justice.
 
The Fried Frank team was led by corporate partners Philip Richter, Maxwell Yim, and Ezra Schneck and included corporate partner Daniel J. Bursky; antitrust and competition partner Nathaniel L. Asker; executive compensation & ERISA partner Adam Kaminsky; intellectual property and technology partner Amir R. Ghavi; restructuring and insolvency partners Gary L. Kaplan and Brad Eric Scheler; tax partner Alan S. Kaden; corporate special counsel Howard A. Fine and Meredith L. Deutsch; antitrust and competition special counsel Aleksandr B. Livshits; corporate associates Robert Engelke, Matthew R. Friedman, Timothy J. Machat, Brett C. Pedvis, Michael K. Piacentini, Jake Saifman, and Michael P. Stromquist; antitrust and competition associates John Todd Garcia Jr. and Matthew E. Joseph; executive compensation & ERISA associates Arielle F. Evans and Samantha Steinfeld Rozell; intellectual property and technology associate Marli Sussman; and tax associates Ryan L. Conley, Shane C. Hoffmann, and Karen Li.

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