Sinclair, Inc. (SBGI) Earnings Call Transcript

Good day, and welcome to the Sinclair May 2023 Special Shareholders Meeting. [Operator Instructions] I would now like to turn the call over to Chris Ripley, President and CEO. Please go ahead.

Good morning. I'm Chris Ripley, President and Chief Executive Officer of Sinclair Broadcast Group, Inc. As directed by the company's Board of Directors, I will be acting Chairman of this Special Stockholders' Meeting. It is my pleasure to welcome you, whether you are attending remotely or in person. It's 10:00 a.m. May 24, 2023. And in accordance with the notice of the meeting, I call this Special Meeting of Stockholders to order. On April 26, 2023, the Board issued its notice of this special meeting and joint proxy statement prospectus by which all stockholders of record as of the close of business on April 17, 2023, were notified of the date and time of this special meeting. Instructions for accessing the teleconference and webcast were provided in the joint proxy and prospectus. Consistent with past practice, the Board encouraged all stockholders to vote their shares prior to the special meeting. There are 2 primary reasons for that. Stockholders attending remotely are not able to vote or revoke a proxy through the teleconference or webcast nor participate actively in the meeting. Stockholders attending in person could arrive at the meeting, but might not be admitted due to capacity limits or other reasons. Unless such stockholders are able to submit a completed proxy card prior to the commencement of the meeting, their votes would not be cast. For any stockholders attending in person, when you registered this morning, each of you received a written copy of the rules of conduct for the special meeting. Stockholders attending the meeting via the live conference or webcast are not permitted to participate actively and therefore, have not received a copy of the rules of conduct. This special meeting shall be conducted in accordance with the rules of conduct. Attending today's Special stockholders' meeting either in person or remotely are David D. Smith, Director and Executive Chairman; Frederick G. Smith, Director and Vice President; J. Duncan Smith, Director, Vice President and Secretary; Robert E. Smith, Director; Daniel C. Keith, Chief Director; Howard E. Friedman, Director; Honorable Benson E. Legg, Director; Dr. Benjamin Carson, Sr., Director; Chris King, Vice President, Investor Relations; and Billie-Jo McIntire, Assistant Vice President, Investor Relations. At this point in the meeting, I would briefly describe the proposed holding company reorganization that is at the expected benefits earlier of the reorganization and how it will affect our stockholders. But first, Chris King will deliver the safe harbor statement.

Good morning. As a reminder, certain matters discussed on this call may include forward-looking statements, including future operating results, which are subject to a number of risks and uncertainties. I remind you that actual results in the future could differ materially as a result of various factors, which can be found in our SEC reports, including the risk factors in our annual report on Form 10-K and in the joint proxy statement prospectus pertaining to this special meeting. The company undertakes no obligation to update these forward-looking statements.

Thank you, Chris. The purpose of this special meeting is to consider and vote on a proposal to implement a reorganization in which a New Maryland Corporation, Sinclair Inc., or New Sinclair will become the publicly traded parent of Sinclair Broadcast Group, which I refer to as Sinclair Broadcast and its subsidiaries. The reorganization will be affected through a share exchange under Maryland Law pursuant to an agreement of share exchange and plan of reorganization. At the effective time of the share exchange, each outstanding share of Sinclair Broadcast's common stock will be exchanged automatically on a one-for-one basis with an equivalent share of New Sinclair's common stock. You will own the same number, percentage and class of shares in New Sinclair as you owned in Sinclair Broadcast. And you will have the same rights as a stockholder of New Sinclair as you had as a stockholder of Sinclair Broadcast, including with respect to voting and dividends. The reorganization to gather other organizational changes we expect to make in connection with the reorganization, as described more fully in the joint proxy statement prospectus is expected to be tax-free to stockholders for U.S. federal tax income purposes. We expect New Sinclair's Class A common stock to trade on the NASDAQ stock markets, global select market under the ticker symbol SBGI, the same and ticket symbol currently used by Sinclair Broadcast Class A common stock. We believe the reorganization will provide greater flexibility in creating value within the company. Beyond our familiar broadcast business, we own, manage and/or operate technical and software services companies, intellectual property for the advancement of broadcast technology and other media and nonmedia-related businesses and assets, including real estate, venture capital, private equity and direct investments. These other rights include Compulse, a marketing technology and managed service company and Tennis Channel. In connection with the reorganization, these assets will be held by New Sinclair through a new subsidiary to be known as Sinclair Ventures rather than by Sinclair Broadcast. We believe that in a holding company structure, these other assets can receive greater visibility outside the broadcast umbrella while Sinclair Broadcast will become a broadcast-focused subsidiary of New Sinclair. We believe the reorganization can unlock unrecognized value and provide structural flexibility for the growth and monetization of our current and potential future media and nonmedia businesses. Mr. J. Duncan Smith, Corporate Secretary of the company, will now report on the mailing of notice and other formalities.

Thank you, Mr. Chairman. I wish to submit the following: A copy of the printed notice of this meeting dated April 26, 2023, stating the time, purpose and place of meeting; the complete list certified by the company's transfer agent of holders of shares of common stock of the company as of close of business on April 17, 2023, which is the record date fixed by the Board of Directors for the share -- for the stockholders entitled to vote to notice of and to vote at this meeting; the affidavit of the company's transfer agent showing that a copy of the notice of the special meeting was mailed in accordance with the bylaws of the company to all stockholders of record.

I now order that the material submitted by the secretary be made a part of the minutes of this meeting. American Stock Transfer and Trust Company, LLC, has been appointed as the Inspector of Elections to tabulate the shares of common stock represented in person or by proxy at this meeting as well as to tabulate the votes cast for each proposal coming before the meeting. A representative of American Stock Transfer and Trust Company, LLC is not in attendance. But J. Duncan Smith as Secretary of the company will deliver the Inspector of Election's report on its behalf. Mr. Secretary, are you prepared to report on the number of shares of common stock that are present either in person or by proxy?

Mr. Chairman, as of the record date of April 17, 2023, there were 42,113,541 shares of Class A common stock and 23,775,056 shares of common B -- Class B common stock entitled to vote on the proposal. Each of the Class A shares is entitled to 1 vote on the proposal and each of the Class B shares is entitled to 10 votes on the proposal. There are 52,067,460 Class A shares and B -- and Class B shares present in person were represented by valid proxy at this meeting.

As noted in the proxy statement, stockholders attending this meeting via the live teleconference or webcast are not deemed present at the meeting unless they are represented by a valid proxy. Based on the report of the Secretary, I hereby declare that a quorum is present at this meeting. The proposal submitted for stockholder action at this meeting is fully explained in the joint proxy statement prospectus dated April 26, 2023. As noted in the joint proxy statement prospectus, stockholders attending this meeting via the live teleconference or webcast are not able to vote via the live teleconference or webcast nor are they able to revoke their proxy. However, any previously submitted proxies are deemed voted and will be included in the tabulation of the balloting. The next order of business is the holding company reorganization pursuant to the reorganization agreement in the form of a share exchange. The adoption of the proposal requires the approval of 2/3 of the votes entitled to be cast on the matter. If you abstain from voting, your abstention will count as a vote against the proposal. You have heard the proposal, are there any questions or further discussion needed? Hearing none, is there a second?

I second.