Sinclair Broadcast Group and Tribune Media Co. announced today that they have entered into a definitive agreement that gives Sinclair 100% of issued and outstanding shares of Tribune, TVNewsCheck reports. The announcement confirms the merger that appeared imminent as of late Sunday, as we reported previously.
Sinclair will pay $43.50 a share, valuing the purchase at about $3.9 billion, plus the assumption of about $2.7 billion in net debt, TVNewsCheck reports.
The report notes that the resulting station group will cover 72% of the U.S., including stations in 39 of the top 50 markets.
“Calling the deal ‘historic’ and ‘transformative,’ Sinclair CEO Chris Ripley told analysts in a a post-announcement call that the best way to think of the deal is that Sinclair is paying $6.5 billion when the debt is factored in, but that there is between $2 billion and $2.5 billion in ‘non-core’ assets (like Tribune’s 32% interest in the Food Network and real estate) that when subtracted brings down the price for the core assets (the stations and WGN America) to between $4 billion and $4.5 billion or around seven times EBITDA,” the story reports.
TVNewsCheck adds: “Tribune owns or operates 42 television stations in 33 markets, cable network WGN America, digital multicast network Antenna TV, minority stakes in the TV Food Network and CareerBuilder, and a variety of real estate assets. Tribune’s stations consist of 14 Fox, 12 CW, 6 CBS, 3 ABC, 2 NBC, 3 MyNetworkTV affiliates and 2 independent stations. The group includes stations in the top three DMAs in the country, seven in the top 10 and 34 in the top 50 DMAs.”