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Sinclair to Buy Four Titan Stations for $115.35 Million

BALTIMORE — Sinclair Broadcast Group announced that it has entered into a definitive agreement to purchase the stock and broadcast assets of four television stations owned by Titan TV Broadcast Group LLC for $115.35 million. Sinclair also will assume TTBG sales and service agreements for to two other stations. The TTBG stations are located in three markets and reach 1 percent of U.S. TV households.

Sinclair said the transaction is expected to close and fund late in the third quarter or early in the fourth quarter of this year, pending customary closing conditions and approval from the Federal Communications Commission and antitrust clearance, if required.

Sinclair 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 credit facility.

Upon completion of the transaction, Sinclair will continue to provide the sales and other services to KXVO in Omaha, Neb., and KMEG in Sioux City, Iowa, that TTBG has historically provided.

The TTBG stations to be owned and operated, programmed or to which sales services will be provided are:
StationAffil.MarketDMA # 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
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.”

Sinclair has been buying stations over the couple of years that company executives feel would otherwise end up on the FCC’s spectrum incentive auction block. It picked up four Four Points Media TV stations in September of 2011 for $200 million, and eight Freedom stations for $385 million two months later. Last year, Sinclair acquired six Newport stations for $412.5 million. This year’s acquisitions include 18 Barrington stations for $370 million, four Cox stations for $94.7 million, and 20 Fisher stations for $373.3 million.

Sinclair estimated that the its 2011 and 2012 net broadcast revenues would have been $1.371 billion and $1.582 billion, respectively, inclusive of all acquisitions and pro forma for expected synergies. The $115.35 million purchase price represents a 5.76x multiple of the average 2013-16 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 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 percent of U.S. television households and will be affiliated with all major networks. The portfolio will include 32 Fox, 20 MNT, 23 CW, 19 ABC, 25 CBS, 14 NBC, 5 Univision, one Azteca and one independent station.