BALTIMORE, April 21, 2017 /PRNewswire/ -- Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) (the "Company" or "Sinclair") announced that it has entered into a definitive agreement to purchase the stock of Bonten Media Group Holdings, Inc. ("Bonten") and Cunningham Broadcasting Corporation has entered into a definitive agreement to purchase the membership interest of Esteem Broadcasting ("Esteem") for an aggregate purchase price of $240.0 million. Bonten owns 14 television stations in 8 markets which reach approximately 1% of the U.S. TV households and provides services to 4 stations pursuant to joint sales agreements with Esteem Broadcasting. 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 with cash on hand in the third quarter of 2017, subject to the satisfaction of the closing conditions.

The Bonten and Esteem stations covered by the transaction are:



    Station Affil. Market                             DMA(1)
    ------- ------ ------                             -----

    WCYB    NBC    Tri-Cities, TN-VA                          98

    WEMT    FOX    Tri-Cities, TN-VA                          98

    WCTI    ABC    Greenville-New Bern-Washington, NC        100

    WYDO    FOX    Greenville-New Bern-Washington, NC        100

    KCVU    FOX    Chico-Reading, CA                         132

    KRCR    ABC    Chico-Reading, CA                         132

    KRVU-LD MNT    Chico-Reading, CA                         132

    KUCO-LP UNI    Chico-Reading, CA                         132

    KECI    NBC    Missoula, MT                              164

    KCFW(2) NBC    Missoula, MT                              164

    KTXS    ABC    Abilene-Sweetwater, TX                    165

    KTES-LD METV   Abilene-Sweetwater, TX                    165

    KTVM    NBC    Butte-Bozeman, MT                         185

    KAEF    ABC    Eureka, CA                                195

    KBVU    FOX    Eureka, CA                                195

    KECA-LD CW     Eureka, CA                                195

    KEUV-LP UNI    Eureka, CA                                195

    KTXE-LD ABC    San Angelo, TX                            196



    (1)              Represents television
                     designated market areas
                     ("DMAs") 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)             KCFW is a simulcast of KECI

"We look forward to welcoming the Bonten employees into the Sinclair family and are pleased to be growing our regional presence in several states where we already operate," commented Chris Ripley, President and CEO of Sinclair. "We believe our economies of scale help us bring improvements to small market stations, including investments in news, other quality local programming, and multicast opportunities with our emerging networks of Comet, Charge! And TBD."

Including the Bonten station acquisitions, all previously announced acquisitions, and pro forma for expected synergies, the Company's 2015 and 2016 media revenues would have been $2.236 billion and $2.620 billion, respectively. The $240.0 million purchase price represents a 6.7x multiple and is expected to be on average approximately $25 million accretive to our free cash flow on an annualized basis(1).

About Sinclair:
Sinclair is one of the largest and most diversified television broadcasting companies in the country. Pro forma for all pending transactions, the Company will own, operate and/or provide services to 191 television stations in 89 markets, broadcasting 551 channels. The Company has multiple emerging networks as well as being affiliated with all the major networks. Sinclair is a leading local news provider in the country and a producer of live sports content. 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.

Forward-Looking Statements:
The matters discussed in this news release, particularly those in the section labeled "Outlook," include forward-looking statements regarding, among other things, future operating results. When used in this news release, the words "outlook," "intends to," "believes," "anticipates," "expects," "achieves," "estimates," and similar expressions are intended to identify forward-looking statements. Such statements are subject to a number of risks and uncertainties. Actual results in the future could differ materially and adversely from those described in the forward-looking statements as a result of various important factors, including, but not limited to, the impact of changes in national and regional economies, the volatility in the U.S. and global economies and financial credit markets which impact our ability to forecast, our ability to integrate acquired businesses and maximize operating synergies, our ability to obtain necessary governmental approvals for announced acquisitions and to satisfy other closing conditions, successful execution of outsourcing agreements, pricing and demand fluctuations in local and national advertising, volatility in programming costs, the market's acceptance of new programming, our news share strategy, our local sales initiatives, the execution of retransmission consent agreements, our ability to identify and consummate investments in attractive non-television assets and to achieve anticipated returns on those investments once consummated, and any other risk factors set forth in the Company's most recent reports on Form 10-Q, Form 10-K and Form 8-K, as filed with the Securities and Exchange Commission. There can be no assurances that the assumptions and other factors referred to in this release will occur. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements except as required by law.

(1) Management considers free cash flow to be an indicator of our assets' operating performance. Management also believes that free cash flow is a commonly used measure of valuation for companies in the broadcast industry. In addition, this measure is frequently used by industry analysts, investors and lenders as a measure of valuation for broadcast companies, although their definitions of free cash flow may differ from our definition. We believe this measure serves as a valuable assessment tool for investors to identify potential trends in our performance. For the definition of free cash flow, please refer to the Company's website: http://sbgi.net/investor-relations/#NonGAAP.

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