BALTIMORE and BURBANK, Calif., Aug.
23, 2019 /PRNewswire/ -- Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) ("Sinclair" or the "Company") and The Walt Disney
Company (NYSE: DIS) ("Disney") today announced the completion of
the previously announced acquisition by Sinclair of the equity
interests in 21 Regional Sports Networks (the "RSNs") and
Fox College Sports, which were acquired
by Disney in its acquisition of Twenty-First Century Fox, Inc.
("21st Century Fox"). The transaction ascribed a total enterprise
value to the RSNs equal to $10.6
billion, which, after adjusting for minority interests,
reflects an aggregate purchase price of $9.6
billion. The aggregate purchase price is subject to certain
adjustments.
The RSN portfolio, which excludes the YES Network, is the
largest collection of RSNs in the marketplace
today, with an extensive footprint that includes exclusive local
rights to 42 professional teams consisting of 14 Major League
Baseball (MLB) teams, 16 National Basketball Association (NBA)
teams, and 12 National Hockey League (NHL) teams.
Chris Ripley, President & CEO
of Sinclair, commented, "We are very excited about the
transformational aspects the RSN acquisition will have on Sinclair
and are eager to bring those opportunities to life. We welcome
Jeff Krolik, President of the RSNs,
and the rest of the RSN management team and staff to the Sinclair
family. We have an exciting future ahead of us."
The acquisition received the approval of the U.S. Department of
Justice. Last year, Disney and 21st Century Fox entered into a
consent decree with the Department of Justice that allowed Disney's
acquisition of 21st Century Fox to proceed while requiring the
subsequent sale of the RSNs.
The RSNs were acquired via a newly formed, indirect subsidiary
of Sinclair, Diamond Sports Group, LLC ("Diamond"). Byron
Allen has agreed to become an equity and content partner in a newly
formed indirect subsidiary of Sinclair and an indirect parent of
Diamond ("RSN Holding Company"). Mr. Allen, who bought The Weather
Channel in 2018, is the Founder, Chairman, and Chief Executive
Officer of Entertainment Studios, a global media, content and
technology company.
The aggregate purchase price, transaction costs, and an
additional cash amount contributed to Diamond was funded through a
$1.4 billion cash contribution from
Sinclair, $1.0 billion of preferred
equity issued by a parent company of Diamond (also an indirect
subsidiary of Sinclair), a $3.3
billion secured term B loan facility entered into by
Diamond, and $3.1 billion of secured
notes and $1.8 billion of senior
notes issued by Diamond and Diamond Sports Finance Company.
The RSN brands acquired by Sinclair are: Fox Sports Arizona, Fox
Sports Detroit, Fox Sports Florida, Fox Sports Sun, Fox Sports
North, Fox Sports Wisconsin, Fox Sports Ohio, SportsTime Ohio, Fox
Sports South, Fox Sports Carolina, Fox Sports Tennessee, Fox Sports
Southeast, Fox Sports Southwest, Fox Sports Oklahoma, Fox Sports
New Orleans, Fox Sports Midwest, Fox Sports Kansas City, Fox Sports
Indiana, Fox Sports San Diego, Fox Sports West, and Prime Ticket.
Also included in the acquisition is Fox
College Sports.
About Sinclair Broadcast Group, Inc.
Sinclair is a diversified media company and leading provider of
local sports and news. The Company owns and/or operates 22 regional
sports network brands; owns, operates and/or provides services to
191 television stations in 89 markets; is a leading local news
provider in the country; owns multiple national networks; and has
TV stations affiliated with all the major broadcast networks.
Sinclair's content is delivered via multiple-platforms, including
over-the-air, multi-channel video program distributors, and digital
platforms. The Company regularly uses its website as a key source
of Company information which can be accessed at www.sbgi.net.
About The Walt Disney Company
The Walt Disney Company, together with its subsidiaries, is a
diversified worldwide entertainment company with operations in four
business segments: Media Networks; Studio Entertainment; Parks,
Experiences and Products; and Direct-to-Consumer and International.
Disney is a Dow 30 company and had annual revenues of $59.4 billion in its Fiscal Year 2018.
About Entertainment Studios/Allen Media
Chairman and CEO Byron Allen
founded Entertainment Studios, one of the largest independent media
companies, in 1993. The Entertainment Studios portfolio includes
nine television networks serving nearly 150 million subscribers:
THE WEATHER CHANNEL, THE WEATHER CHANNEL EN ESPAÑOL, PETS.TV,
COMEDY.TV, RECIPE.TV, CARS.TV, ES.TV, MYDESTINATION.TV, and JUSTICE
CENTRAL.TV, as well as the LOCAL NOW streaming service. The company
also owns Entertainment Studios Motion Pictures -- one of the
world's leading independent movie finance and theatrical
distribution companies.
Forward-Looking Statements:
Certain statements and information in this communication may be
deemed to be "forward-looking statements" within the meaning of the
Federal Private Securities Litigation Reform Act of 1995.
Forward-looking statements may include, but are not limited to,
statements relating to objectives, plans and strategies, and all
statements (other than statements of historical facts) that address
activities, events or developments that management intends,
expects, projects, believes or anticipates will or may occur in the
future. These statements are often characterized by terminology
such as "will," "future," "believe," "hope," "may," "anticipate,"
"should," "intend," "plan," "expect," "estimate," "project,"
"positioned," "strategy" and similar expressions, and are based on
assumptions and assessments made by management in light of their
experience and their perception of historical trends, current
conditions, expected future developments, and other factors they
believe to be appropriate. Any forward-looking statements in this
communication are made as of the date hereof, and Disney and
Sinclair undertake no duty to update or revise any such statements,
whether as a result of new information, future events or otherwise.
Forward-looking statements are not guarantees of future
performance. Whether actual results will conform to expectations
and predictions is subject to known and unknown risks and
uncertainties, including: general economic, market, or business
conditions; pricing fluctuations in local and national advertising;
future regulatory actions and conditions in the television
stations' operating areas; competition from others in the broadcast
television markets; volatility in programming costs; the ability to
successfully integrate the RSN operations and employees; the
ability to realize anticipated benefits of the RSN acquisition; the
potential impact of the consummation of the transaction on
relationships, including with employees, customers and competitors;
and other circumstances beyond management's control. Refer to the
section entitled "Risk Factors" in Disney's and Sinclair's annual
and quarterly reports filed with the SEC for a discussion of
important factors that could cause actual results, developments and
business decisions to differ materially from their respective
forward-looking statements, if any.
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SOURCE Sinclair Broadcast Group, Inc.