Sinclair Broadcast Group is merging with Tribune Media because together we can help ensure the future of free and local television. Free and local television is an important part of the American media landscape.
From daily traffic and weather reports, to trusted local news and investigative reporting, to local election reporting, to the highest rated network primetime shows, viewers everywhere rely on local television stations for a variety of their information and entertainment needs. And in times of emergencies, local broadcast stations provide essential, and often life-saving, information to their communities.
We are proud to serve the public interest by providing this essential free service to our communities. But in today’s media landscape, it is becoming more and more difficult to sustain this business model. Local advertising dollars are increasingly spent on local media other than local television, which means it is harder to cover our operating costs with advertising revenue. The costs of programming, especially sports, continue to rise, making it harder to afford and offer the best quality programming free to our audiences.
It remains challenging for us to get fair compensation for our channels that we distribute on cable and satellite services, simply because historically they paid us nothing for them.
Size matters these days. The companies we purchase programming from are up to 50 times our size. The cable and satellite services we license our channels to are even bigger…over 50 and 60 times our size. Some people say that the combined Sinclair-Tribune group will be “too big”, the reality is that we will still be vastly smaller than the major forces in today’s media landscape. We need this modest amount of scale to preserve the free and local business model that has served the American public so well for the past many decades.
The combined Sinclair-Tribune station group will enable us to:
• Compete more strongly for viewers in our local markets by acquiring high-quality programming and creating original programming;
• Invest more deeply in local news and community programming, which is the key to successful local broadcasting; and
• Innovate more robustly with new broadcast technologies that will bring mobility and other new functionality to broadcast television.
For more information on Sinclair Broadcast Group, go to sbgi.net.
For more information on Tribute Media, go to www.tribunemedia.com.
Additional Information and Where to Find It:
This communication may be deemed to be solicitation material in respect of the proposed transaction between Sinclair and Tribune. In connection with the proposed transaction, Sinclair has filed with the SEC a registration statement on Form S-4 (the “Form S-4”), containing a preliminary proxy statement of Tribune, and Sinclair and/or Tribune may file one or more other documents with the SEC. This communication is not a substitute for the Form S-4, the proxy statement or any other documents that Sinclair and/or Tribune may file with the SEC or send to Tribune shareholders in connection with the proposed transaction. SHAREHOLDERS OF TRIBUNE ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE FORM S-4 AND THE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
The Form S-4 became effective on September 6, 2017. The proxy statement will be mailed to shareholders of Tribune. Investors and security holders will be able to obtain copies of these documents, including the proxy statement/prospectus, and other documents filed with the SEC (when available) free of charge at the SEC’s website, http://www.sec.gov. Copies of documents filed with the SEC by Sinclair will be made available free of charge on Sinclair’s website at http://www.sbgi.net or by contacting the Sinclair’s Investor Relations Department by phone at (410) 568-1500. Copies of documents filed with the SEC by Tribune will be made available free of charge on Tribune’s website at http://www.tribunemedia.com or by contacting the Tribune’s Investor Relations Department by phone at (212) 210-2786.
Participants in the Solicitation:
Tribune and its directors and executive officers may be deemed to be participants in any solicitation with respect to the proposed transaction under the rules of the SEC. Information about Tribune’s directors and executive officers is available in and Tribune’s proxy statement for the 2017 Annual Meeting of Shareholders, which was filed with the SEC on March 24, 2017. Additional information regarding the participants and a description of their direct and indirect interests, by security holdings or otherwise, by reading the proxy statement.