BALTIMORE, July 19, 2012 /PRNewswire/ -- Sinclair Broadcast Group, Inc. (Nasdaq: SBGI), the "Company" or "Sinclair," announced today that it has entered into a definitive agreement to purchase the broadcast assets of six television stations owned and/or operated by Newport Television (" Newport") for $412.5 million. The six stations are located in five markets and reach 3.0% of the U.S. TV households. The transaction is subject to approval by the Federal Communications Commission ("FCC"), and antitrust clearance. The Company anticipates the closing and funding of the acquisition to occur no earlier than December 2012, subject to closing conditions. Upon closing, the Company expects to finance the $412.5 million purchase price, less a $41.25 million deposit, through cash on hand along with a bank loan and/or by accessing the capital markets.
"In the past year, we have announced the acquisition of 23 television stations, representing the addition of almost $1 billion in assets," commented David Smith, President and CEO of Sinclair. "The Newport stations acquisition is consistent with our focus of adding "big four" affiliates in mid-sized markets and strengthening our in-market positions. Assuming our ability to create synergistic opportunities and given current market conditions, we believe the stations will be free cash flow accretive and add approximately $55.0 to $60.0 million of pro forma TV operating cash flow, on average, for 2012/2013. We are excited to add the stations to our portfolio and look forward to welcoming the Newport employees to the Sinclair family."
The stations to be acquired are:WKRC (CBS 12) Cincinnati, Ohio (DMA 35)WOAI (NBC 48) San Antonio, Texas (DMA 36)WHP (CBS 21) Harrisburg/ Lancaster/ Lebanon/ York, Pennsylvania (DMA 41)WPMI (NBC 15) and WJTC (IND 45) Mobile, Alabama/ Pensacola, Florida (DMA 60)KSAS (FOX 26) Wichita/ Hutchinson, Kansas (DMA 67) Sinclair will also acquire Newport's rights under the local marketing agreements with WLYH (CW 23) in Harrisburg, PA and KMTW (MNT 35) in Wichita, KS, as well as options to acquire the license assets. The Company has also entered into agreements with Deerfield Media, Inc. to sell Deerfield the license assets of one of Sinclair's stations in San Antonio (KMYS CW), and Sinclair's station in Cincinnati (WSTR MY), subject to FOX Television Stations purchase option with respect to WSTR which expires March 31, 2013, and to assign Deerfield the right to buy the license assets of WPMI and WJTC in the Mobile/ Pensacola market, after which the Company will provide sales and other non-programming services to each of these four stations pursuant to shared services and joint sales agreements. Newport also broadcasts several secondary channels, including CW and MNT, among others, which will also be acquired as part of this transaction. Separately, the Company announced that it entered into an agreement to purchase the assets of Bay Television, Inc. (Bay TV), which owns WTTA-TV (MNT) in the Tampa/ St. Petersburg, Florida market, for $40 million. Bay TV is owned primarily by our controlling shareholders. Since 1998, Sinclair has operated WTTA pursuant to a local marketing agreement, which will be terminated upon closing. As this transaction is between entities under common control, a fairness opinion was obtained by Sinclair's Board of Directors. The transaction is expected to close in the fourth quarter of 2012, subject to approval of the FCC. About Sinclair: Sinclair Broadcast Group, Inc., the largest and one of the most diversified, independent television broadcasting companies, owns and operates, programs or provides sales services to 74 television stations in 45 markets. Sinclair's television group reaches approximately 26.3% of U.S. television households and is affiliated with all major networks. Pro forma for the Newport transaction, Sinclair will own and operate, program or provide sales services to 82 television stations in 47 markets, reaching 27.3% of the U.S. television households. Sinclair's television portfolio will include 21 FOX, 19 MNT, 15 CW, 11 ABC, 11 CBS, 3 NBC, 1 independent and 1 Azteca station. Sinclair owns equity interests in various non-broadcast related companies. The Company regularly uses its website as a key source of Company information and can be accessed at www.sbgi.net.