DMAS 28 & 34

Tegna Buying Dispatch’s WTHR, WBNS For $535M

In addition to the NBC affiliate in Indianapolis and CBS affiliate in Columbus, Ohio, it’s also getting WBNS-AM-FM in Columbus.

Tegna today said it’s paying Dispatch Broadcast Group $535 million in cash for WTHR, the NBC affiliate in Indianapolis, Ind. (DMA 28), and WBNS, the CBS affiliate in Columbus, Ohio (DMA 34). Tegna is also acquiring WBNS-AM-FM Columbus.

Both stations are the No. 1 station in their respective markets, according to the companies.

WBNS will join Tegna’s WKYC, the NBC affiliate in Cleveland, and WTOL, the CBS affiliate in Toledo, in serving audiences and advertisers in Ohio, a key political battleground state. Once the transaction concludes, Tegna said its stations will serve two-thirds of all homes in Ohio.

The transaction, structured as a stock purchase, represents a seller’s multiple of 7.9 times expected average 2018-19 EBITDA, including run-rate synergies. Tegna expects the transaction to be EPS accretive within a year after close and immediately accretive to free cash flow per share.

Upon closing of this transaction and the previously announced acquisition of 11 stations from Nexstar-Tribune, Tegna’s total household reach will be 38.9%, but with the UHF discount its reach is just 31.8%, which means it still has plenty of room to grow. The FCC ownership cap with the discount is 39%.

Tegna said it will finance the transaction with available cash and borrowing under its existing credit facility. Upon close, leverage is expected to increase to approximately 4.8 times, inclusive of the previously announced acquisition of the Nexstar-Tribune divestiture stations and the remaining portion of Cooper Media. Substantially all free cash flow will subsequently be used to reduce debt, reducing total leverage to approximately 4 times by the end of 2020. Share repurchases have been suspended since the announcement of the Nexstar-Tribune station acquisitions and will remain so throughout that same period, given our focus on reducing debt.

BRAND CONNECTIONS

“We have long admired the talented and award-winning teams at WTHR and WBNS’ television and radio stations and are honored that the Wolfe family has entrusted us to build on each station’s commitment to high-quality journalism and serving the greater good in their community,” said Dave Lougee, president-CEO of Tegna. “These stations are an excellent strategic and financial fit with our portfolio of leading big four affiliates and brands in top markets. We continue to invest in growth and remain true to our track record of acquiring highly attractive assets that create immediate value for shareholders.”

WBNS-FM is the flagship home of the Ohio State Buckeyes, Columbus Crew, Columbus Blue Jackets and teams across the state and features popular shows and podcasts including “Bishop and Laurinaitis,” “Carpenter & Rothman,” “Common Man & T-Bone,” and “The Buckeye Show.”

WBNS-AM is the flagship station of Ohio State athletics and the home of ESPN Radio in Columbus.

Greenhill & Co. is acting as financial adviser and Nixon Peabody LLP is acting as legal counsel to Tegna in connection to the proposed transaction. The acquisition is subject to customary regulatory approvals and closing conditions and is expected to close in the third quarter of 2019.


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