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Sinclair Broadcast Group, Inc. [Nasdaq:SBGI] (the "Company" or "Sinclair") announced that Fox Broadcasting Company ("Fox"), is a purchaser, along with previously announced purchasers, Standard Media Group, LLC (an affiliate of Standard General L.P.), Meredith Corporation [NYSE:MDP] ("Meredith"), Howard Stirk and Cunningham Broadcasting Corporation, of certain television stations Tribune and Sinclair expect to sell as a condition to the consummation of Sinclair's acquisition of the stock of Tribune Media Company [NYSE:TRCO] ("Tribune") in an accretive transaction valued at USD 4.6bn after divestitures.

Fox announced in a separate statement that it is acquiring seven television stations for USD 910m.

Excluding those stations where Sinclair will continue to provide services after the dispositions, the divested stations are being sold for a combined USD 1.5bn of gross sales proceeds (USD 1.4bn in after-tax proceeds), plus another approximately USD 100m in retained working capital that will convert to cash over 90-120 days post close, representing a 9.7x multiple of the stations' 2-year average 2017/2018 cash flow, adjusted for market rate network programming costs. As previously announced, the sales are part of Sinclair's larger acquisition of Tribune, in order to obtain necessary governmental approval of the Tribune transaction and for other business purposes and are expected to close immediately prior to or immediately after the Tribune transaction. Sinclair anticipates closing to occur near the end of the second quarter/beginning of the third quarter of 2018, pending customary closing conditions, including approval by the Federal Communications Commission ("FCC") and antitrust clearance, as applicable.

"After a very robust divestiture process, with strong interest from many parties, we have achieved healthy multiples on the stations being divested," commented Chris Ripley, President and CEO of Sinclair. "While we continue to believe that we had a strong and supportable rationale for not having to divest stations, we are happy to announce this significant step forward in our plan to create a leading broadcast platform with local focus and national reach. We expect the combined company to continue to advance industry practices and technology, including the Next Generation Broadcast Platform, and to benefit from significant revenue and expense synergies."

Mr. Ripley continued: "After the divestitures, we are now acquiring USD 4.6bn of enterprise value, which includes USD 2.4bn for the core TV and entertainment business, USD 0.5bn for real estate held for sale and USD 1.7bn for Television Food Network (TVFN). We expect 2017/2018 average synergized net acquired cash flow of USD 390m to USD 410m on the TV and entertainment segment, reflecting a 5.9x multiple, significantly better than the under 7x multiple initially announced a year ago. By year end 2018, we expect adjusted total net leverage, after synergies and including the TVFN distributions, on a trailing eight quarter basis, to be approximately 4.4x and we expect to quickly delever from there over the next twelve months. Furthermore, the TVFN partnership financial performance has been extraordinary over the past year, and based on Discovery's recent 8K Filing valuing the Tribune stake at USD 2.1bn, the core TV and entertainment pro forma purchase multiple is further reduced from 5.9x to 4.9x.

Including the Tribune acquisition (after the related divestitures) and pro forma for expected synergies, Sinclair's 2017 and 2018 free cash flow is expected to be USD 1.550bn to USD 1.575bn, or USD 6.35 per sharea. The combined footprint that will reach 62% of U.S. TV households or 37.4% pursuant to the FCC national ownership cap."