Sinclair, Inc.SBGI
Sinclair, Inc. Debt Disclosure
6. NOTES PAYABLE AND COMMERCIAL BANK FINANCING:
Notes payable, finance leases, and commercial bank financing (including “finance leases to affiliates”) consisted of the following as of December 31, 2025 and 2024 (in millions):
| 2025 | 2024 | ||||||||||
| Credit Agreements: | |||||||||||
| Term Loan B-2, due September 30, 2026 (a) | $ | — | $ | 1,175 | |||||||
| Term Loan B-3, due April 1, 2028 (a) | 3 | 714 | |||||||||
| Term Loan B-4, due April 21, 2029 (a) | — | 731 | |||||||||
| Term Loan B-6, due December 31, 2029 (a) | 706 | — | |||||||||
| Term Loan B-7, due December 31, 2030 (a) | 726 | — | |||||||||
| STG Notes: | |||||||||||
5.125% Senior notes, due February 15, 2027 (a) (b) | — | 274 | |||||||||
5.500% Senior notes, due March 1, 2030 | 485 | 485 | |||||||||
4.125% Senior Secured Notes, due December 1, 2030 (a) | — | 737 | |||||||||
4.125% Unsecured Notes, due December 1,2030 (a) | 4 | — | |||||||||
9.750% Second Lien Senior Secured Notes, due February 15, 2033 (a) | 432 | — | |||||||||
8.125% First-Out First Lien Secured Notes, due February 15, 2033 (a) | 1,430 | — | |||||||||
4.375% Second-Out First Lien Secured Notes, due December 31, 2032 (a) | 238 | — | |||||||||
| A/R Facility | 375 | — | |||||||||
| Debt of variable interest entities | 6 | 7 | |||||||||
| Finance leases | 24 | 30 | |||||||||
| Finance leases - affiliate | 9 | 12 | |||||||||
| Total outstanding principal | 4,438 | 4,165 | |||||||||
| Less: Deferred financing costs and discounts | (55) | (36) | |||||||||
| Less: Current portion | (22) | (35) | |||||||||
| Less: Finance leases - affiliate, current portion | (3) | (3) | |||||||||
| Net carrying value of long-term debt | $ | 4,358 | $ | 4,091 | |||||||
(a)Sinclair Television Group, Inc. (“STG”) completed a series of financing transactions, including a new money financing and debt recapitalization, during the year ended December 31, 2025. See Credit Agreements and Notes below.
(b)In April 2025 and October 2025, STG repurchased $81 million and the remaining $89 million, respectively, aggregate principal amount of the 5.125% Senior Notes due 2027. See Credit Agreements and Notes below.
Debt under the New Credit Agreement, Amended Credit Agreement, notes payable, and finance leases as of December 31, 2025 matures as follows (in millions):
| Notes and Credit Agreements | Finance Leases | Total | |||||||||||||||
| 2026 | $ | 17 | $ | 10 | $ | 27 | |||||||||||
| 2027 | 18 | 8 | 26 | ||||||||||||||
| 2028 | 392 | 6 | 398 | ||||||||||||||
| 2029 | 692 | 6 | 698 | ||||||||||||||
| 2030 | 1,186 | 5 | 1,191 | ||||||||||||||
| 2031 and thereafter | 2,100 | 5 | 2,105 | ||||||||||||||
| Total minimum payments | 4,405 | 40 | 4,445 | ||||||||||||||
| Less: Deferred financing costs and discounts | (55) | — | (55) | ||||||||||||||
| Less: Amount representing future interest | — | (7) | (7) | ||||||||||||||
| Net carrying value of total debt | $ | 4,350 | $ | 33 | $ | 4,383 | |||||||||||
Interest expense in SBG’s consolidated statements of operations was $395 million, $304 million, and $305 million for the years ended December 31, 2025, 2024, and 2023, respectively. Interest expense included amortization of deferred financing costs and debt discounts of $8 million for the year ended December 31, 2025 and $10 million for each of the years ended December 31, 2024 and 2023. Interest expense for the year ended December 31, 2025 also included $68 million of one-time financing costs.
The stated and weighted average effective interest rates on the above obligations are as follows, for the years ended December 31, 2025 and 2024:
| Weighted Average Effective Rate | ||||||||||||||||||||
| Stated Rate | 2025 | 2024 | ||||||||||||||||||
| Credit Agreements: | ||||||||||||||||||||
| Term Loan B-2 | SOFR plus 2.50% | 6.91% | 8.17% | |||||||||||||||||
| Term Loan B-3 | SOFR plus 3.00% | 6.98% | 8.64% | |||||||||||||||||
| Term Loan B-4 (a) | SOFR plus 3.75% | 8.51% | 9.83% | |||||||||||||||||
| Term Loan B-6 (a) | SOFR plus 3.30% | 7.30% | —% | |||||||||||||||||
| Term Loan B-7 (a) | SOFR plus 4.10% | 8.37% | —% | |||||||||||||||||
| Revolving Credit Facility (a) (b) | SOFR plus 2.00% | —% | —% | |||||||||||||||||
| STG Notes: | ||||||||||||||||||||
5.125% Unsecured Notes | 5.13% | 5.33% | 5.33% | |||||||||||||||||
5.500% Unsecured Notes | 5.50% | 5.66% | 5.66% | |||||||||||||||||
4.125% Secured Notes | 4.13% | 4.31% | 4.31% | |||||||||||||||||
4.125% Unsecured Notes | 4.13% | 4.31% | —% | |||||||||||||||||
9.750% Secured Notes | 9.75% | 10.17% | —% | |||||||||||||||||
8.125% Secured Notes | 8.13% | 8.29% | —% | |||||||||||||||||
4.375% Secured Notes | 4.38% | 4.52% | —% | |||||||||||||||||
| A/R Facility | SOFR plus 1.25% | 6.91% | —% | |||||||||||||||||
(a)Interest rate terms on the STG Term Loan B-4, B-6, and B-7, revolving credit facility, and the A/R Facility (as defined below) include additional customary credit spread adjustments.
(b)STG incurs a commitment fee on undrawn capacity of 0.25%, 0.375%, or 0.50% if STG’s first lien leverage ratio (as defined in the New Credit Agreement) is less than or equal to 2.75x, less than or equal to 3.0x but greater than 2.75x, or greater than 3.0x, respectively. As of December 31, 2025, there were no outstanding borrowings, $1 million in letters of credit outstanding, and $612 million available under the revolving credit facility. As of December 31, 2024, there were no outstanding borrowings, $1 million in letters of credit outstanding, and $649 million available under the revolving credit facility. The total revolving credit facility contains two tranches, one for $575 million which expires on February 12, 2030 and one for $37.5 million which expires on April 21, 2027. See Credit Agreements and Notes below for further information.
SBG recorded $43 million of debt issuance costs for the year ended December 31, 2025. Debt issuance costs and original issuance discounts are presented as a direct deduction from, or addition to, the carrying amount of an associated debt liability, except for debt issuance costs related to the revolving credit facility and A/R Facility, which are presented within other assets in SBG’s consolidated balance sheets.
Credit Agreements and Notes
During the first quarter of 2025, STG, a wholly-owned subsidiary of SBG, completed a series of financing transactions (the “Transactions”) as follows:
Exchanged $711.4 million aggregate principal amount outstanding of the $714 million Term Loan B-3, which mature April 1, 2028 and bear interest at SOFR plus 3.00%, into second-out first lien Term Loan B-6 issued under a new credit agreement dated February 12, 2025 (the “New Credit Agreement”), which mature December 31, 2029 and bear interest at SOFR plus 3.30%. Exchanged all of the $731.3 million aggregate principal amount outstanding of Term Loan B-4, which matured on April 21, 2029 and bore interest at SOFR plus 3.75%, into second-out first lien Term Loan B-7 issued under the New Credit Agreement, which mature December 31, 2030 and bear interest at SOFR plus 4.10%.
Exchanged $575 million of commitments under the existing revolving credit facility into $575 million first-out first lien revolving commitments (the “First-Out Revolving Credit Facility”) under the New Credit Agreement, which mature February 12, 2030 and borrowings thereunder will bear interest at SOFR plus 2.00%.
The existing bank credit agreement was amended as of February 12, 2025 (the “Amended Credit Agreement”) concurrent with the Transactions and entering into the New Credit Agreement, subordinating the secured obligations thereunder and eliminating substantially all covenants and certain events of default. As a result, the remaining $3 million of Term Loan B-3 and the remaining $37.5 million of commitments under the existing revolving credit facility are ranked as third lien obligations.
STG issued $1,430 million aggregate principal amount of 8.125% first-out first lien secured notes due 2033 (the “8.125% First-Out Notes”), which mature on February 15, 2033. The proceeds from the 8.125% First-Out Notes were used to repay in full the $1,175 million aggregate principal amounts outstanding of Term Loan B-2 due 2026, approximately $63.6 million aggregate principal amount of 4.125% Senior Secured Notes due 2030 at 84% of the principal amount, and approximately $104 million aggregate principal amount of 5.125% Senior Notes due 2027 at 97% of the principal amount and to pay fees and expenses related to the Transactions.
Exchanged $432 million aggregate principal amount of the existing 4.125% Senior Secured Notes due 2030 into 9.750% senior secured second lien notes due 2033 (the “9.750% Second Lien Notes”), which mature on February 15, 2033. Exchanged $238 million aggregate principal amount of the existing 4.125% Senior Secured Notes due 2030 into 4.375% second-out first lien secured notes due 2032 (the “4.375% Second-Out Notes”), which mature on December 31, 2032. The remaining 4.125% Senior Secured Notes due 2030 of $4 million became unsecured obligations as the related indenture was amended to release all liens on the collateral and eliminate substantially all covenants and certain events of default.
In connection with the Transactions, for the year ended December 31, 2025, SBG recognized a gain on extinguishment of the 4.125% Senior Secured Notes due 2030 and 5.125% Senior Notes due 2027 of $5 million and $3 million, respectively, and a loss on extinguishment of the Term Loan B-2 of $6 million.
The New Credit Agreement and the indentures for the 8.125% First-Out Notes, 4.375% Second-Out Notes, and 9.750% Second Lien Notes (collectively, the “New Indentures”) contain certain restrictive covenants including, but not limited to, restrictions on indebtedness, liens, restricted payments (including repayment of certain subordinated debt), investments, mergers, consolidations, sales and other dispositions of assets and affiliate transactions. These covenants are subject to a number of exceptions and limitations as described in the New Credit Agreement and New Indentures. The New Credit Agreement and New Indentures also include events of default, including certain cross-default and cross-acceleration provisions with other debt of STG, customary for agreements of its type.
Prior to February 15, 2028, December 1, 2025, and February 15, 2027, SBG may redeem the 8.125% First-Out Notes, 4.375% Second-Out Notes, and 9.750% Second Lien Notes, respectively, in whole or in part, at any time or from time to time at a price equal to 100% of the principal amount of the respective notes, plus accrued and unpaid interest, if any, to the redemption date, plus a “make-whole” premium as set forth in the New Indentures. On or prior to February 15, 2028 and February 15, 2027, SBG may redeem up to 40% of the aggregate principal amount of the 8.125% First-Out Notes and 9.750% Second Lien Notes, respectively, at a price equal to 108.125% and 109.750% of the principal amount of the 8.125% First-Out Notes and 9.750% Second Lien Notes, respectively, plus accrued and unpaid interest, if any, to, but not including, the date of redemption using the proceeds of certain equity offerings. Prior to February 15, 2028 and February 15, 2027, SBG may redeem the 8.125% First-Out Notes and 9.750% Second Lien Notes, respectively, in whole but not in part, at a redemption price equal to 108.125% and 109.750% of the principal amount of the 8.125% First-Out Notes and 9.750% Second Lien Notes, respectively, plus accrued and unpaid interest, if any, to, but not including, the redemption date upon certain change of control transactions or certain significant acquisitions. Beginning on December 1, 2025, SBG may redeem some or all of the 4.375% Second-Out Notes at any time or from time to time at the redemption prices set forth in the New Indentures, plus accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, upon the sale of certain of STG’s assets or certain changes of control, SBG may be required to offer to repurchase some or all of the 8.125% First-Out Notes, 4.375% Second-Out Notes, and 9.750% Second Lien Notes.
The First-Out Revolving Credit Facility includes a financial maintenance covenant, the first-out first lien leverage ratio (as defined in the New Credit Agreement), which requires such ratio not to exceed 3.5x, measured as of the end of each fiscal quarter, which is only applicable if 35% or more of the capacity (as a percentage of total commitments) under the First-Out Revolving Credit Facility, measured as of the last day of each fiscal quarter, is utilized as of such date. Since there was no utilization under the First-Out Revolving Credit Facility as of December 31, 2025, STG was not subject to the financial maintenance covenant under the New Credit Agreement. As of December 31, 2025, the STG first-out first lien leverage ratio was below 3.5x. The New Credit Agreement contains other restrictions and covenants with which STG was in compliance as of December 31, 2025.
In April 2025, STG repurchased $81 million aggregate principal amount of the 5.125% Senior Notes due 2027 for consideration of $77 million. In October 2025, STG repurchased the remaining $89 million aggregate principal amount of the 5.125% Senior Notes due 2027 for consideration of $89 million. The 5.125% Senior Notes due 2027 acquired were canceled immediately following their acquisition. In connection with the foregoing, SBG recognized a gain on extinguishment of the 5.125% Senior Notes due 2027 of $4 million for the year ended December 31, 2025.
During the year ended December 31, 2024, STG repurchased $27 million aggregate principal amount of the Term Loan B-2 for consideration of $25 million. SBG recognized a gain on extinguishment of $1 million for the year ended December 31, 2024.
During the year ended December 31, 2023, STG repurchased $30 million aggregate principal amount of the Term Loan B-2 for consideration of $26 million. SBG recognized a gain on extinguishment of $3 million for the year ended December 31, 2023.
During the year ended December 31, 2023, STG repurchased $7 million, $15 million, and $13 million aggregate principal amount of the 5.125% Unsecured Notes, the 5.500% Unsecured Notes, and the 4.125% Secured Notes, respectively, in open market transactions for consideration of $6 million, $8 million, and $8 million, respectively. The STG Notes acquired during the year ended December 31, 2023 were canceled immediately following their acquisition. SBG recognized a gain on extinguishment of the STG Notes of $12 million for the year ended December 31, 2023.
Debt of Variable Interest Entities and Guarantees of Third-Party Obligations
SBG jointly, severally, unconditionally, and irrevocably guaranteed $2 million of debt of certain third parties as of both December 31, 2025 and 2024, all of which related to consolidated VIEs is included in SBG’s consolidated balance sheets. SBG provides a guarantee of certain obligations of the Marquee Sports Network (“Marquee”) subject to a maximum aggregate amount of $331 million for the years 2026 through 2029. SBG accrued $15 million related to this obligation for the year ended December 31, 2025, included in gain on asset dispositions and other, net in SBG’s consolidated statements of operations. As of December 31, 2025, $4 million of this obligation is reflected in accounts payable and accrued liabilities in SBG’s consolidated balance sheets. See Note 10. Commitments and Contingencies for further discussion.
Accounts Receivable Securitization Facility
On November 6, 2025, STG and one of its subsidiaries entered into a three-year, up to $375 million revolving accounts receivable securitization facility (the “A/R Facility”) with Wells Fargo Bank, N.A., as administrative agent, which matures on November 6, 2028, in order to enable STG to raise incremental, low-cost capital. Amounts outstanding under the A/R Facility bear interest at SOFR plus 1.25%. The amount of actual availability under the A/R Facility is subject to change based on the level of eligible receivables sold by certain subsidiaries of STG identified therein (the “Originators”) to STG. Eligibility of the receivables is determined by a variety of factors, including, but not limited to, credit ratings of the Originators’ customers, customer concentration levels, and certain characteristics of the accounts receivable being transferred. As of December 31, 2025, the total amount outstanding under the A/R Facility was $375 million. Interest expense related to the A/R Facility was $3 million for the year ended December 31, 2025.
Interest Rate Swap
During the year ended December 31, 2023, SBG entered into an interest rate swap effective February 7, 2023 which terminates on February 28, 2026 in order to manage a portion of our exposure to variable interest rates. The swap agreement has a notional amount of $600 million, bears a fixed interest rate of 3.9%, and SBG receive a floating rate of interest based on SOFR. See Hedge Accounting within Note 1. Nature of Operations and Summary of Significant Accounting Policies for further discussion. As of December 31, 2025, the fair value of the interest rate swap was a liability of $0.2 million, which is recorded in other current liabilities in SBG’s consolidated balance sheets. As of December 31, 2024, the fair value of the interest rate swap was an asset of $1 million, which is recorded in other assets in SBG’s consolidated balance sheets.
Finance Leases
For more information related to SBG’s finance leases and affiliate finance leases see Note 7. Leases and Note 12. Related Person Transactions, respectively.
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