Sinclair, Inc. (SBGI): M&A transaction — Sinclair completes holding company reorganization; shares trade under SBGI with new CUSIP

Sinclair, Inc.

Share exchange completed June 1, 2023 – SBG common shares exchanged 1:1 for New Sinclair shares; SBGI ticker unchanged on NASDAQ.
New Sinclair board of directors, management, and governance documents are identical to SBG's pre-reorganization.
New CUSIP number 829242106; NASDAQ will file Form 25 to delist old SBG Class A common shares.
Controlling stockholders entered new stockholders' agreement with voting commitments to elect each other as directors through Dec 31, 2025.
Previously declared $0.25/share quarterly dividend payable June 15, 2023, will be paid by New Sinclair.

item 1.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Sinclair, Inc. underwent a change of control involving shareholders of SBG for exchange of SBG common shares for New Sinclair common shares on a one-for-one basis (closed 2023-06-01).

Action: change of control
Counterparty: shareholders of SBG
Consideration: exchange of SBG common shares for New Sinclair common shares on a one-for-one basis
Closing: 2023-06-01

Exact text from the filing

Effective at 12:00 am Eastern U.S. time on June 1, 2023 (the “ Share Exchange Effective Time ”), pursuant to the Share Exchange Agreement and Articles of Share Exchange filed with the Maryland State Department of Assessments and Taxation, the share exchange between New Sinclair and SBG was completed (the “ Share Exchange ”).

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Sinclair, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-158935

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