Fried Frank acted as counsel to Sinclair Broadcast Group, Inc. (Sinclair) in its acquisition of Fox Sports Net, LLC and 21 regional sports networks (RSNs), which were acquired by The Walt Disney Company (Disney) in its acquisition of Twenty-First Century Fox, Inc. The RSNs were acquired via a newly formed indirect wholly-owned subsidiary of Sinclair, Diamond Sports Group, LLC (Diamond) for a cash purchase price of US$9.6 billion, subject to certain adjustments as set forth in the purchase agreement.
Fried Frank also represented Sinclair in Diamond's issuance of perpetual preferred equity to JPMorgan Chase Funding for US$1.025 billion, the net proceeds of which were 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.
The Fried Frank team was led by corporate partners Philip Richter and Ezra Schneck and included corporate partners Daniel J. Bursky, Lee T. Barnum, and Maxwell Yim; restructuring and insolvency partner Jennifer L. Rodburg; tax partner Alan S. Kaden; corporate associates Moshe A. Cohen, Robert Engelke, Matthew R. Friedman, Timothy J. Machat, and Michael P. Stromquist; and tax associates Ryan L. Conley and Shane C. Hoffmann.