Between January and May, Nexstar outbid Sinclair three times in an effort to buy Tribune Media, but in the final round on May 6, Sinclair won the prize with with an offer of $43 per share, $2 more than Nexstar, according to an SEC filing, The only other serious bidder was Fox, but it dropped out before the final rounds, the filing says.
Sinclair announced on May 8 an agreement to purchase Tribune Media for $2.9 billion in cash and stock ($43.50 per share), but only after winning a four-month bidding war with Nexstar that raised the per share price nearly $12, according to a Sinclair SEC S-4 filing detailing the deal for shareholders.
Tribune began preliminary discussions with Sinclair and Nexstar (“Bidder B” in the filing) in October 2016 “to discuss potential station swaps, partnerships, joint ventures and other strategic alliances involving Tribune’s television stations.”
But those discussions went nowhere, the filing says.
Sinclair was the first to talk money on Jan. 18, offering $32.90 per share. Nexstar followed two weeks later, saying it could pay between $33.32 and $34.77 based on current trading multiples.
On March 24, Sinclair and Nexstar both upped their bids — Sinclair to $38 and Nexstar to $39-$40.
On April 24, Tribune asked Sinclair and Nexstar for final bids on May 4. On that date, Sinclair came in with a bid of $38.50. but Nexstar topped it at $40.
Because the bids were so close, Tribune asked for a final round on May 6.
Nexstar went to $41, while Sinclair submitted what would be the winning bid of $43. Subsequent negotiations over the split between cash and stock in the bid nudged the final price to $43.50.
Sinclair and Nexstar were not the only players, according to the filing. By March 29, six other broadcast groups and six private equity firms had expressed varying degrees of interest in Tribune or its parts, it says.
Only one of these others went so far as to make a bid. That was Fox in partnership with the Blackstone private equity firm, referred to as Bidder D in the document. On April 20, it said it would pay between $40 and $44.
Thereafter, Tribune included Fox/Blackstone in the sale process. However, when May 4 rolled around, Fox/Blackstone failed to submit a bid along with Sinclair and Nexstar.