Sinclair To Buy Tribune Media For About $3.9 Bln, Plus Assumption Of Debt

(RTTNews) - Sinclair Broadcast Group, Inc. (SBGI) said Monday that it agreed to acquire Tribune Media Co. (TRCO) for $43.50 per share, for an aggregate purchase price of about $3.9 billion, plus the assumption of about $2.7 billion in net debt.

As per the terms of the agreement, Tribune stockholders will receive $35.00 in cash and 0.23 shares of Sinclair Class A common stock for each share of Tribune Class A common stock and Class B common stock they own.

The total $43.50 per share consideration represents a premium of approximately 26% over Tribune's unaffected closing share price on February 28, 2017, the day prior to media speculation regarding a possible transaction; approximately 14% over Tribune's 30-day volume weighted average closing stock price; and approximately 8% over Tribune's closing share price on May 5, 2017, the last trading day prior to today's announcement.

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.

The transaction has been unanimously approved by the Boards of Directors of both companies and is anticipated to close and fund in the fourth quarter of 2017.

Completion of the transaction is subject to approval by Tribune's stockholders, as well as customary closing conditions, including approval by the Federal Communications Commission ("FCC"), and antitrust clearance.

Sinclair expects to fund the purchase price at closing through a combination of cash on hand, fully committed debt financing to be provided by JPMorgan Chase Bank, N.A., Royal Bank of Canada, Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc. and by accessing the capital markets.

In order to comply with FCC ownership requirements and antitrust regulations, Sinclair may sell certain stations in markets where it currently owns stations. Such divestitures will be determined through the regulatory approval process.