Sinclair, Inc. · NASDAQ:SBGI
Sinclair — Sinclair Broadcast Group — Merger or Acquisition (May 2017)
12 slides from Sinclair's merger presentation, May 8, 2017
Slide 1: Investor Presentation
Investor Presentation May 8, 2017
Slide 2: Disclaimer
Disclaimer Additional Information This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. In connection with the Agreement and Plan of Merger, by and between Sinclair Broadcast Group, Inc. (“Sinclair”), and Tribune Media Company (“Tribune Media”), S
Slide 3: Compelling combination
Compelling combination1 Combination of highly complementary footprint delivers nationwide reach $4.3bn+ average 2015/2016 Media Revenue 72% household coverage across 108 markets, including 39 of the top 50 DMAs2 Portfolio of established and emerging networks including: WGNA, Tennis Channel,
Slide 4: Transaction summary
Transaction summary Definitive $6.6bn total transaction value, including assumption of Tribune Media net debt Agreement $43.50 per share in the form of ~80% cash and ~20% stock Terms $35.00 per share in cash and 0.23 Sinclair Class A shares per Tribune Media share Ownership / Sinclair shareh
Slide 5: Largest broadcasting group
Largest broadcasting group Most U.S. TV Households Reached1 72% 39% 38% 37% 35% 32% 23% 19% 18% 15% 11% 11% 10% Pro forma 2 Most owned and operated television stations3 191 155 76 50 46 42 32 30 30 29 26 16 14 8 4 4 Source: BIA Kelsey as of 3/31/17 1 Household caps based on MAIN stations 2 On a pro
Slide 6: National station footprint
National station footprint Tribune Media Tribune Media markets Sinclair Sinclair markets Common Common markets Note: All information is on a pro forma basis assuming closing of the Tribune Media acquisition (before any related divestitures) and all previously announced pending acquisitions 5
Slide 7: Diversification across affiliates
Diversification across affiliates Big 6 affiliation mix1 #1 broadcaster for major network affiliates2 Largest ABC, FOX, CW, and MyTV affiliate 16% groups 17% 28% 2nd largest CBS affiliate group 3rd largest NBC affiliate group 11% 11% 26 #1 and #2 ranked stations in top 75 DMAs 17% Well div
Slide 8: Substantial immediate and medium term synergies
Substantial immediate and medium term synergies Immediate synergies Net retransmission revenue Immediate contracted step-ups to Sinclair’s rates Corporate overhead Identified expense savings in redundant personnel, T&E, outside services, and hubbed services Network efficiencies Optimizing cont
Slide 9: Track record of accretive M&A
Track record of accretive M&A Sinclair successfully completed almost $4 billion of acquisitions since 2012 and generated ~$200 million of synergies (over 20% of 2016 EBITDA) 1 2013 : $1.0 billion 2015 : $15 million 2017 2012 : $1.1+ billion 2014 : $1.2+ billion 2016 : $420+ million Select Stations S
Slide 10: Largest aggregation of low-band spectrum
Largest aggregation of low-band spectrum Largest low-band spectrum holdings on a combined basis Opportunity for nationwide ATSC 3.0 network of advanced services in partnership with other broadcasters Over 86% reach with this transaction and Nexstar spectrum consortium partner Objective to cr
Slide 11: Attractive portfolio of non-TV assets
Attractive portfolio of non-TV assets 31% interest in TV Food Network TV Food Network is fully distributed Provides consistent and sizable cash distribution $1.6 – 1.8 billion High power ratio1 provides room for affiliate revenue growth 32% interest in CareerBuilder Global leader in huma
Slide 12: Key investment highlights
Key investment highlights Creates largest TV broadcasting company Substantial synergy opportunity Nationwide reach Significant content vertical integration opportunity Spectrum portfolio enhances ATSC 3.0 opportunity Scaled digital operations Immediately Free Cash Flow accretive Meaningful Free Cash
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