Tribune Media — Merger or Acquisition (May 2017)
11 slides from Tribune Media's merger presentation, May 8, 2017
Slide 1: 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, Comet TV
Slide 2: Transaction summary
Transaction summary $6.6bn total transaction value, including assumption of Tribune Media net debt $43.50 per share in the form of ~80% cash and ~20% stock $35.00 per share in cash and 0.23 Sinclair Class A shares per Tribune Media share Sinclair shareholders retain 84% economic ownership No changes
Slide 3: Largest broadcasting group
Largest broadcasting group 72% 39% 38% 37% 35% 32% 23% 19% 18% 15% 11% 11% 10% Pro forma 2 32 30 30 29 26 16 14 8 Source: BIA Kelsey as of 3/31/17 1 Household caps based on MAIN stations 2 On a pro forma basis assuming closing of the Tribune Media acquisition (before any related divestitures) and al
Slide 4: 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) a nd all previously announced pending acquisitions 5
Slide 5: Diversification across affiliates
Diversification across affiliates Largest ABC, FOX, CW, and groups MyTV affiliate 2nd largest CBS affiliate group 17% 28% 3rd largest NBC affiliate group 11% 26 #1 and #2 ranked stations in top 75 DMAs 11% 17% Well diversified network affiliations mix Source: BIA Kelsey 1 Affiliation mix reflects pr
Slide 6: Substantial immediate and medium term synergies
Substantial immediate and medium term synergies 7 Overlap market redundancies Station-level expense reductions Syndicated programming efficiencies Expansion of Sinclair’s Audience Network sales organization to Tribune Media will generate higher CPMs on existing sales and increased volume for Tribune
Slide 7: Track record of accretive M&A
Track record of accretive M&A 1 2013 : $1.0 billion 2015 : $15 million 2017 2012 2014 2016 : $1.1+ billion : $1.2+ billion : $420+ million Select Stations Select Stations Broadcast Assets Note: Acquisition values are net of dispositions 1 Bonten acquisition is pending 8 Sinclair successfully complet
Slide 8: 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 create a u
Slide 9: Attractive portfolio of non-TV assets
Attractive portfolio of non-TV assets 31% interest in TV Food Network TV Food Network is fully distributed $1.6 – 1.8 billion Provides consistent and sizable cash distribution High power ratio1 provides room for affiliate revenue growth 32% interest in CareerBuilder Global leader in human capital so
Slide 10: Key investment highlights
Key investment highlights 11 Meaningful Free Cash Flow generation for debt pay down Immediately Free Cash Flow accretive Scaled digital operations Spectrum portfolio enhances ATSC 3.0 opportunity Significant content vertical integration opportunity Nationwide reach Substantial synergy opportunity Cr
Slide 11: Key investment highlights
Key investment highlights 5 Meaningful Free Cash Flow generation for debt pay down SINCLAIR