Sinclair Broadcast Group Announces Agreement To Purchase Certain TTBG Stations
BALTIMORE, June 4, 2013
BALTIMORE, June 4, 2013 /PRNewswire/ --Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) (the "Company" or "Sinclair") announced that it has entered
into a definitive agreement to purchase the stock and broadcast assets of four
television stations owned by TTBG LLC ("TTBG") for an aggregate purchase price
of $115.35 million. Sinclair also will assume TTBG agreements to provide
sales and other services to two other stations. The TTBG stations are located
in three markets and reach 1.0% of U.S. TV households. Completion of the
transaction is subject to the satisfaction of customary closing conditions,
including approval by the Federal Communications Commission ("FCC") and
antitrust clearance, if required. The Company anticipates that the
transaction will close and fund late in the third quarter /early in the fourth
quarter of 2013, subject to the satisfaction of the closing conditions. The
Company expects to fund the purchase price at closing, less the $11.5 million
escrow deposit made at signing, through cash on hand and/or a previously
committed delayed draw term loan A under Sinclair's recently amended bank
Upon completion of the transaction, Sinclair will continue to provide the
sales and other services to KXVO in Omaha, NE and KMEG in Sioux City, IA that
TTBG has historically provided.
The TTBG stations to be owned and operated, programmed or to which sales
services will be provided are:
Station Affil. Market DMA
KMPH FOX Fresno/Visalia, CA 55
KFRE CW Fresno/Visalia, CA 55
KPTM FOX Omaha, NE 75
KXVO CW Omaha, NE 75
KMEG CBS Sioux City, IA 147
KPTH FOX Sioux City, IA 147
(1) Represents television designated market areas 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.
Commenting on the transaction, David Smith, President and CEO of Sinclair,
stated, "We are pleased to bring the TTBG stations into the Sinclair
portfolio. They will complement the California properties we are acquiring
from Fisher, as well as add to our Iowa presence and give us our first
stations in Nebraska. We welcome all of them to the Sinclair group."
Including the TTBG station acquisitions, all previously announced
acquisitions, and pro forma for expected synergies, the Company's 2011 and
2012 net broadcast revenues would have been $1.371 billion and $1.582 billion,
respectively. The $115.35 million purchase price represents a 5.76x multiple
of the average 2013-2016 cash flow including synergies and accounting for
political fluctuations (5.3x odd years, 6.3x even years).
On a pro forma basis assuming consummation of the TTBG station acquisitions
and all previously announced acquisitions, Sinclair Broadcast Group, Inc., the
largest and one of the most diversified television broadcasting companies,
will own and operate, program or provide sales services to 140 television
stations in 72 markets. Sinclair's television group will reach approximately
34.8% of U.S. television households and will be affiliated with all major
networks. Sinclair's television portfolio will include 32 FOX, 20 MNT, 23 CW,
19 ABC, 25 CBS, 14 NBC, 5 Univision, one Azteca and one independent station.
Sinclair owns equity interests in various non-broadcast related companies.
The Company regularly uses its website as a key source of Company information
which can be accessed at www.sbgi.net.
The matters discussed in this release, include forward-looking statements
regarding, among other things, future operating results. When used in this
news release, the words "outlook," "intends to," "believes," "anticipates,"
"expects," "achieves," and similar expressions are intended to identify
forward-looking statements. Such statements are subject to a number of risks
and uncertainties. Actual results in the future could differ materially and
adversely from those described in the forward-looking statements as a result
of various important factors, including and in addition to the assumptions
identified in this release, but not limited to, our ability to satisfy the
closing conditions for the TTBG station acquisitions discussed in this
release, our previously announced Barrington and Fisher acquisitions, and any
required license asset third party transactions, including obtaining required
governmental and shareholder approvals, our ability to successfully integrate
the TTBG stations, Barrington and Fisher acquisitions and to maximize our
operating synergies in connection therewith, successful execution of our small
market strategy, the impact of changes in national and regional economies, the
volatility in the U.S. and global economies and financial markets, successful
execution of outsourcing agreements, pricing and demand fluctuations in local
and national advertising, volatility in programming costs, the market
acceptance of new programming, the CW Television Network and MyNetworkTV
programming, our news share strategy, our local sales initiatives, the
execution of retransmission consent agreements, our ability to identify and
consummate investments in attractive non-television assets and to achieve
anticipated returns on those investments once consummated, and any other risk
factors set forth in the Company's most recent reports on Form 10-Q, Form 10-K
and Form 8-K, as filed with the Securities and Exchange Commission. There can
be no assurances that the assumptions and other factors referred to in this
release will occur. The Company undertakes no obligation to publicly release
the result of any revisions to these forward-looking statements except as
required by law.
SOURCE Sinclair Broadcast Group, Inc.
Contact: David Amy, EVP & CFO, Sinclair, Lucy Rutishauser, VP & Treasurer,
Sinclair, (410) 568-1500
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