ROH Parent Company Acquires More TV Stations

Sinclair Broadcast Group sent out the following today…
Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) (the "Company" or "Sinclair") announced that it has entered into a definitive agreement to purchase the stock of Perpetual Corporation and the equity interest of Charleston Television, LLC, both owned and controlled by the Allbritton family ("Allbritton"), for an aggregate purchase price of $985.0 million. The Allbritton stations consist of seven ABC Network affiliates, covering 4.9% of the U.S. TV households, and NewsChannel 8, a 24-hour cable/satellite news network covering the Washington D.C. metropolitan area. Completion of the transaction is subject to the satisfaction of customary closing conditions, including approval by the Federal Communications Commission ("FCC") and antitrust clearance, as applicable. The Company anticipates that the transaction will close and fund in the fourth quarter of 2013, subject to the satisfaction of the closing conditions. The Company expects to fund the purchase price at closing through a bank loan and/or by accessing the capital markets.

To comply with FCC local television ownership rules, Sinclair expects to sell the license and certain related assets of its existing stations in Birmingham, AL – WABM (MNT) and WTTO (CW), Harrisburg/Lancaster/Lebanon/York, PA – WHP (CBS), and Charleston, SC – WMMP (MNT) and to provide sales and other non-programming support services to each of these stations pursuant to customary shared services and joint sales agreements.

The Allbritton stations to be owned and operated are:

- Station Affil. Market DMA(1)
- WJLA ABC Washington, DC 8
- WBMA ABC Birmingham/Tuscaloosa/Anniston, AL (2) 42
- WCFT ABC Birmingham/Tuscaloosa/Anniston, AL(2) 42
- WJSU ABC Birmingham/Tuscaloosa/Anniston, AL(2) 42
- WHTM ABC Harrisburg/Lancaster/Lebanon/York, PA 43
- KATV ABC Little Rock/Pine Bluff, AR 56
- KTUL ABC Tulsa, OK 59
- WSET ABC Roanoke/Lynchburg, VA 68
- WCIV ABC Charleston, SC 98

(1) Represents television designated market areas according to the Nielsen Company. The numbers in the column represent the ranking in terms of size of the DMA out of the 210 generally recognized DMAs in the United States.

(2) WJSU and WCFT, along with associated low-power station WBMA, simulcast all local and network programming to the combined market.

In addition, the Company will acquire Allbritton's NewsChannel 8, the region's only 24-hour local cable/satellite news network dedicated to covering news, weather, sports and local information to over 2 million households in the Washington D.C. metropolitan area.

"We are thrilled to add the Allbritton properties to our growing portfolio and national footprint," commented David Smith, President and CEO of Sinclair. "To buy a full-blown news operation in our nation's capital and an infrastructure that allows us to be connected to our branches of government and be at the pulse of national issues is a once-in-a lifetime event. We are especially excited to acquire the NewsChannel 8 local news channel, not only for the content it can provide our existing news stations, but moreover because their regional cable presence provides the perfect platform should we decide to expand it into other markets, especially given the amount of local news we produce across our entire portfolio."

Including the Allbritton station acquisitions, all previously announced acquisitions, and pro forma for expected synergies, the Company's 2011 and 2012 net broadcast revenues would have been $1.609 billion and $1.865 billion, respectively. The $985.0 million purchase price represents an 8.7x multiple of the average 2011-2012 cash flow including $21.5 million of operating synergies, which excludes any synergies associated with rolling out a national news cable channel. At an 8.5x enterprise to cash flow multiple, the additional synergies create approximately $1.83 of added equity value.

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