Sinclair Broadcast Group Inc. (Nasdaq:SBGI) ("Sinclair") entered into a definitive agreement to acquire Fox Sports Net LLC from Fox Cable Networks LLC for $10.6 billion on May 3, 2019. Pursuant to the purchase agreement, the transaction ascribes a total enterprise value to the RSNs equal to $10.6 billion, reflecting a purchase price of $9.6 billion, after adjusting for minority equity interests. The purchase price is subject to certain adjustments. The purchase involves a 100% or controlling interest in 21 regional sports networks (“RSNs”) and Fox College Sports which were required to be divested as a condition to the acquisition of Twenty-First Century Fox, Inc. by The Walt Disney Company (NYSE:DIS) ("Disney"). The purchase does not include 21st Century Fox's equity interest in the YES Network, the disposition of which is also required pursuant to the consent decree issued by Department of Justice as part of Disney’s acquisition of 21st Century Fox. The transaction will be treated as an asset sale for tax purposes, with Sinclair receiving a full step-up in basis. Sinclair will make the acquisition through a newly formed indirect wholly-owned subsidiary, Diamond Sports Group LLC ("Diamond"). Byron Allen will become an equity and content partner in RSN Holding Company, a newly formed indirect wholly-owned subsidiary of Sinclair and an indirect parent of Diamond. Sinclair expects to capitalize Diamond with $1.4 billion in cash equity, comprised of a combination of approximately $700 million of cash on hand and a contribution of $700 million in the form of a fully committed debt at Sinclair Television Group Inc. In addition, the purchase price will be funded with $1,025 million of fully committed privately-placed preferred equity of a newly-formed indirect wholly-owned subsidiary of Sinclair and direct parent of RSN Holding Company. The remainder of the purchase price is being funded by a $3,300 million seven-year term loan facility, a $300 million five-year revolving credit facility, a $2,550 million senior secured bridge facility and a $2,325 million senior unsecured bridge facility. JPMorgan Chase Bank, N.A., Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., Royal Bank of Canada, and Bank of America N.A. and Merrill Lynch, Pierce, Fenner & Smith Inc. are providing committed debt financing. Committed preferred equity financing will be provided by JPMorgan Chase Funding Inc. As of July 18, 2019, Diamond Sports Group, LLC and Diamond Sports Finance Company indirect wholly-owned subsidiaries of The Walt Disney Company have priced their previously announced private offering of $3050 million aggregate principal amount of Senior Secured Notes due 2026 and $1825 million aggregate principal amount of Senior Notes due 2027. The net proceeds from the private placement of notes are intended to be used to fund a portion of the purchase price for the RSN acquisition. Sinclair may be required to pay a fee to Disney of $864 million in the event of termination under certain circumstances. In calendar year 2018, the acquired business delivered a combined $3.8 billion in revenue. Completion of the transaction is subject to antitrust regulatory approval, customary closing conditions, including the approval of the U.S. Department of Justice and Federal Communications Commission. The transaction has been unanimously approved by the Board of Directors of both Sinclair and Disney. The acquisition does not require approval of the stockholders of Disney or Sinclair and is not subject to any financing contingency. As of June 25, 2019, three current U.S. senators, Bernie Sanders, Elizabeth Warren and Cory Booker, sent a letter asking Department of Justice and Federal Communications Commission to scrutinize the deal. The transaction is expected to close in the third quarter of 2019. The transaction is expected to be accretive to free cash flow to Sinclair. Guggenheim Securities LLC, Deutsche Bank Securities Inc., RBC Capital Markets, Pursuit Advisory, and Moelis & Company acted as Sinclair's financial advisors. Philip Richter, Ezra Schneck, Deniel J. Bursky, Nathaniel L. Asker, Adam Kaminsky, Amir R. Ghavi, Gary L. Kaplan, Brad Eric Scheler, Alan S. Kaden, Howard A. Fine, Meredith L. Deutsch, Aleksandr B. Livshits, Robert Engelke, Mathew R. Friedman, Timothy J. Machat, Brett C. Pedvis, Michael K. Piacentini, Jake Saifman, Michael P. Stromquist, John Todd Garcia Jr., Mathew E. Joshep, Arielle F. Evans, Samantha Steinfeld Rozell, Marli Sussman, Ryan L. Conley, Shane C. Hoffman, Karen Li and Maxwell Yim from Fried, Frank, Harris, Shriver & Jacobson LLP served as legal advisors to Sinclair. Miles S. Mason, Jeffrey B. Grill, Michael E. Michetti, Joel M. Simon and Joseph M. Fastiggi and Heidi Spalholz of Pillsbury Winthrop Shaw Pittman LLP, Latham & Watkins LLP and Thomas & Libowitz P.A. acted as legal advisors to Sinclair in connection with the transaction. James Barker and Robert Haymer of Latham & Watkins LLP acted as legal advisor to Sinclair. Allen & Company LLC and J.P. Morgan Securities LLC served as Disney's financial advisors. Faiza J. Saeed, George F. Schoen, Matthew M. Kelly, Justin B. Stein, DongHwa Kim, Michael Zhang,Stephen L. Gordon, Lauren Angelilli, Andrew Carlon, Rebecca L. Fine, Jonathan J. Katz, Nicole F. Foster, Daniel P. Herrmann, Jana I. Hymowitz, Michael S. Goldman, Nicholas A. Dorsey, Richard E. Schwartz, David J. Kappos, Kathryn-Ann Stamm, Matthew Morreale, Joyce Law, Mose Hogan III and Allison M. Wein from Cravath, Swaine & Moore LLP served as legal advisors to Disney. Covington & Burling LLP acted as legal advisor to Disney in connection with the transaction. Frederick Green of Weil, Gotshal & Manges LLP advising Guggenheim Securities acted as financial advisor to Sinclair Broadcast Group Inc. Justin Lungstrum, Edward Bersuder, Oliver Sall, John C. Ericson, Tony Rim, Rob Holo, Sergio Torres, Jake Phillips and Melanie Jolson of Simpson Thacher & Bartlett LLP acted as legal advisors to JPMorgan Chase Bank, Deutsche Bank, Royal Bank of Canada and Bank of America in connection with committed financing for Sinclair Broadcast Group.