Sinclair Provides Additional Information About Agreements To Sell TV Stations Related To Closing Tribune Media Acquisition

5/9/18

Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) announced that Fox Broadcasting Company, is a purchaser, along with previously announced purchasers, Standard Media Group, LLC, Meredith Corporation (NYSE: MDP), Howard Stirk and Cunningham Broadcasting Corporation, of certain television stations Tribune and Sinclair expect to sell as a condition to the consummation of Sinclair's acquisition of the stock of Tribune Media Company (NYSE: TRCO) in an accretive transaction valued at $4.6 billion after divestitures.

Excluding those stations where Sinclair will continue to provide services after the dispositions, the divested stations are being sold for a combined $1.5 billion of gross sales proceeds ($1.4 billion in after-tax proceeds), plus another approximately $100 million in retained working capital that will convert to cash over 90-120 days post close, representing a 9.7x multiple of the stations' 2-year average 2017/2018 cash flow, adjusted for market rate network programming costs. As previously announced, the sales are part of Sinclair's larger acquisition of Tribune, in order to obtain necessary governmental approval of the Tribune transaction and for other business purposes and are expected to close immediately prior to or immediately after the Tribune transaction. Sinclair anticipates closing to occur near the end of the second quarter/beginning of the third quarter of 2018, pending customary closing conditions, including approval by the Federal Communications Commission ("FCC") and antitrust clearance, as applicable.

"After a very robust divestiture process, with strong interest from many parties, we have achieved healthy multiples on the stations being divested," commented Chris Ripley, President and CEO of Sinclair. "While we continue to believe that we had a strong and supportable rationale for not having to divest stations, we are happy to announce this significant step forward in our plan to create a leading broadcast platform with local focus and national reach. We expect the combined company to continue to advance industry practices and technology, including the Next Generation Broadcast Platform, and to benefit from significant revenue and expense synergies."

Mr. Ripley continued: "After the divestitures, we are now acquiring $4.6 billion of enterprise value, which includes $2.4 billion for the core TV and entertainment business, $0.5 billion for real estate held for sale and $1.7 billion for Television Food Network (TVFN). We expect 2017/2018 average synergized net acquired cash flow of $390 million to $410 million on the TV and entertainment segment, reflecting a 5.9x multiple, significantly better than the under 7x multiple initially announced a year ago. By year end 2018, we expect adjusted total net leverage, after synergies and including the TVFN distributions, on a trailing eight quarter basis, to be approximately 4.4x and we expect to quickly delever from there over the next twelve months. Furthermore, the TVFN partnership financial performance has been extraordinary over the past year, and based on Discovery's recent 8K Filing valuing the Tribune stake at $2.1 billion, the core TV and entertainment pro forma purchase multiple is further reduced from 5.9x to 4.9x.

Including the Tribune acquisition (after the related divestitures) and pro forma for expected synergies, Sinclair's 2017 and 2018 free cash flow is expected to be $1.550 billion to $1.575 billion, or $6.35 per sharea. The combined footprint that will reach 62% of U.S. TV households or 37.4% pursuant to the FCC national ownership cap."

As previously announced, the stations to be sold are:

StationBuyerCurrent
Owner
AffiliationMarketDMA(1)
WGN-TVWGN-TV, LLC(2)TribuneINDChicago, IL3
KDAFCunninghamTribuneCWDallas, TX5
KIAHCunninghamTribuneCWHouston, TX7
KCPQFOXTribuneFOXSeattle, WA12
KUNSHoward Stirk(3)SinclairUnivisionSeattle, WA12
WSFL-TVFOXTribuneCWMiami, FL16
KDVRFOXTribuneFOXDenver, CO17
WJWFOXTribuneFOXCleveland, OH19
KTXLFOXTribuneFOXSacramento, CA20
KPLR-TVMeredithTribuneCWSt. Louis, MO21
KSWB-TVFOXTribuneFOXSan Diego, CA29
KSTUFOXTribuneFOXSalt Lake City, UT30
KMYUHoward Stirk(3)SinclairMNTSalt Lake City, UT30
KOKHStandard GeneralSinclairFOXOklahoma City, OK41
KAUT-TVHoward Stirk(3)TribuneINDOklahoma City, OK41
WXMIStandard MediaTribuneFOXGrand Rapids, MI43
WPMTStandard MediaTribuneFOXHarrisburg, PA45
WXLVStandard MediaSinclairABCGreensboro, NC48
WRLHStandard MediaSinclairFOXRichmond, VA55
WOLFStandard Media(4)SinclairFOXWilkes Barre, PA57
WQMYStandard Media(4)SinclairMNTWilkes Barre, PA57
WSWBStandard Media(4)SinclairCWWilkes Barre, PA57
KDSMStandard MediaSinclairFOXDes Moines, IA68
(1) Represents television designated market areas ("DMAs") according to the Nielsen
Company. The numbers in the column represent the ranking in terms of size of the DMA out
of the 210 generally recognized DMAs in the United States.
(2) Following the sale of this station, Sinclair will provide services pursuant to joint sales and
shared services agreements. Even if Sinclair continued to own this station following the
Tribune acquisition, Sinclair would be in compliance with the national cap.
(3) Following the sale of these stations, Sinclair will provide services pursuant to joint sales and
shared services agreements, which are permitted under the FCC's local ownership rules.
(4) Sinclair is not the licensee of these stations and will only be selling the assets of such
stations that Sinclair owns, together with its right to purchase the licenses of the stations.In connection with the sale of certain Tribune stations to Fox, Fox has agreed to provide Sinclair with an option to purchase television stations WPWR-TV (CW/MY, Chicago – DMA #3) and KTBC-TV (Fox, Austin – DMA #39). Sinclair (and licensees of certain stations to which it provides services) and Fox have agreed to a multi-year renewal of 34 Fox affiliates, including all eight of Tribune's Fox affiliates which are not being sold to Fox. The affiliations being renewed are for the following markets.
AlbanyDes MoinesKansas CityRichmond
BaltimoreEl PasoLexingtonRochester
BeaumontFlintMadisonSan Antonio
BuffaloGrand RapidsMilwaukeeSavannah
Cedar RapidsGreen BayNashvilleSouth Bend
Charleston, WVGreensboroOklahoma CitySt. Louis
Columbia, SCHarrisburgPaducahWichita
ColumbusHartfordPittsburgh
DaytonIndianapolisReno

(a) Sinclair management considers free cash flow to be an indicator of Sinclair's assets'
operating performance. Sinclair management also believes that free cash flow is a
commonly used measure of valuation for companies in the broadcast industry. In addition,
this measure is frequently used by industry analysts, investors and lenders as a measure of
valuation for broadcast companies, although their definitions of free cash flow may differ
from Sinclair's definition. Sinclair believes this measure serves as a valuable assessment
tool for investors to identify potential trends in the company's performance. For the definition
of free cash flow, please refer to Sinclair's website:
http://sbgi.net/investor-relations/#NonGAAP.

About Sinclair: Sinclair is one of the largest and most diversified television broadcasting companies in the country. Pro forma for the Tribune acquisition and related station divestitures, the Company will own, operate and/or provide services to 215 television stations in 102 markets. Sinclair is a leading local news provider in the country and operates the greatest number of award-winning news rooms in the industry and is dedicated to impactful journalism with a local focus. The Company has multiple national networks, live local sports production, as well as stations affiliated with all the major networks. Sinclair's content is delivered via multiple-platforms, including over-the-air, multi-channel video program distributors, and digital platforms. The Company regularly uses its website as a key source of Company information which can be accessed at www.sbgi.net.

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