The six stations are located in five markets and reach 3.0% of the U.S. TV households. The transaction is subject to approval by the Federal Communications Commission (“FCC”), and antitrust clearance. The Company anticipates the closing and funding of the acquisition to occur no earlier than December 2012, subject to closing conditions. Upon closing, the Company expects to finance the $412.5 million purchase price, less a $41.25million deposit, through cash on hand along with a bank loan and/or by accessing the capital markets.
“In the past year, we have announced the acquisition of 23 television stations, representing the addition of almost $1 billion in assets,” commented David Smith, President and CEO of Sinclair. “The Newport stations acquisition is consistent with our focus of adding “big four” affiliates in mid-sized markets and strengthening our in-market positions. Assuming our ability to create synergistic opportunities and given current market conditions, we believe the stations will be free cash flow accretive and add approximately $55.0 to $60.0 million of pro forma TV operating cash flow, on average, for 2012/2013. We are excited to add the stations to our portfolio and look forward to welcoming the Newport employees to the Sinclair family.”
The stations to be acquired are:
-- WKRC (CBS 12) Cincinnati, Ohio (DMA 35)
-- WOAI (NBC 48) San Antonio, Texas (DMA 36)
-- WHP (CBS 21) Harrisburg/Lancaster/Lebanon/York, Pennsylvania (DMA 41)
-- WPMI (NBC 15) and WJTC (IND 45) Mobile, Alabama/Pensacola, Florida (DMA 60)
-- KSAS (FOX 26) Wichita/Hutchinson, Kansas (DMA 67)
Sinclair will also acquire Newport’s rights under the local marketing agreements with WLYH (CW 23) in Harrisburg, PA and KMTW (MNT 35) in Wichita, KS, as well as options to acquire the license assets.
The Company has also entered into agreements with Deerfield Media, Inc. to sell Deerfield the license assets of one of Sinclair’s stations in San Antonio (KMYS CW), and Sinclair’s station in Cincinnati (WSTR MY), subject to FOX Television Stations purchase option with respect to WSTR which expires March 31, 2013, and to assign Deerfield the right to buy the license assets of WPMI and WJTC in the Mobile/Pensacola market, after which the Company will provide sales and other non-programming services to each of these four stations pursuant to shared services and joint sales agreements.
Newport also broadcasts several secondary channels, including CW and MNT, among others, which will also be acquired as part of this transaction.
Separately, the Company announced that it entered into an agreement to purchase the assets of Bay Television, Inc. (Bay TV), which owns WTTA-TV (MNT) in the Tampa/St. Petersburg, Florida market, for $40 million.
Bay TV is owned primarily by our controlling shareholders. Since 1998, Sinclair has operated WTTA pursuant to a local marketing agreement, which will be terminated upon closing. As this transaction is between entities under common control, a fairness opinion was obtained by Sinclair’s Board of Directors. The transaction is expected to close in the fourth quarter of 2012, subject to approval of the FCC.
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Last Update on May 22, 2013 17:28 GMT
BERNANKE
WASHINGTON (AP) -- Chairman Ben Bernanke is telling Congress that the U.S. job market remains weak and that it is too soon for the Federal Reserve to end its extraordinary stimulus programs.
In testimony to the Joint Economic Committee, Bernanke notes the economy is growing moderately this year and unemployment has fallen to a four-year low of 7.5 percent. Still, unemployment remains well above levels consistent with healthy economies. And Bernanke says higher taxes and deep federal spending cuts are expected to slow economic growth this year.
Bernanke says reducing the Fed's efforts to keep borrowing rates low would "carry a substantial risk of slowing or ending the economic recovery."
The Fed's low interest-rate polices have made borrowing cheaper and helped ignite a huge stock rally this year.
HOME SALES
WASHINGTON (AP) -- Sales of previously-occupied U.S. homes ticked up last month to the highest level in three and a half years, helped by a jump in the number of houses for sale.
The National Association of Realtors says sales rose to a seasonally adjusted annual rate of 4.97 million, up from 4.94 million in March.
Home sales have risen 9.7 percent in the past 12 months. Still, sales have changed little since November. The supply of available homes remains tight and many would-be buyers aren't able to get loans.
The number of homes for sale jumped to 2.16 million, up nearly 12 percent from the previous month. But inventory is still almost 14 percent lower than a year earlier.
EARNS-LOWE'S
MOORESVILLE, N.C. (AP) -- Lowe's first-quarter net income rose almost 3 percent, even as a wet and cool spring dampened sales of gardening products.
Spring is the biggest season for home improvement retailers. While the weather was chilly in the quarter, the improving housing market has helped such businesses.
Lowe's Cos. earned $540 million, or 49 cents per share, for the period ended May 3. That compares with $527 million, or 43 cents per share, a year ago.
Analysts expected earnings of 51 cents per share for the world's second-biggest home improvement retailer.
Revenue for the Mooresville, N.C., company dipped to $13.09 billion from $13.15 billion. Wall Street predicted $13.45 billion.
Lowe's maintained its fiscal 2013 forecasts Wednesday.
The chain's quarterly report comes one day after Home Depot Inc.'s first-quarter results topped Wall Street's view and it raised its full-year outlook.
EARNS-TARGET
NEW YORK (AP) -- Target Corp. is reporting a 29 percent drop in first-quarter profits as cool temperatures and financial pressures limited customers' appetite for spending.
The company, based in Minneapolis, also cut its annual profit outlook.
Target says that it earned $498 million, or 77 cents per share, for the three months ended May 4. That compares with $697 million, or $1.04 per share, a year earlier.
Sales rose 1 percent to $16.71 billion.
Revenue at stores open at least a year slipped 0.6 percent. That's considered an important measure of retail performance because it strips out the effect of stores that open or close during the year.
JAPAN-SONY
TOKYO (AP) -- Sony's CEO Kazuo Hirai says the company's board will discuss a proposal by U.S. hedge fund manager Daniel Loeb to spin off up to 20 percent of its movie, TV and music division.
Hirai was asked about the proposal at a corporate strategy presentation Wednesday. He did not give a timetable for a decision, and would not give his own opinion about the suggestion raised by Loeb, who is CEO of hedge fund Third Point LLC.
Loeb said money from the sale could be used to shore up Sony's ailing device manufacturing unit.
Sony initially responded by saying its entertainment business was not for sale, though some analysts said the strategy might help Sony unlock hidden value.
IRS-POLITICAL GROUPS
WASHINGTON (AP) -- The Internal Revenue Service official at the center of the storm over the agency's targeting of conservative groups has told Congress she did nothing wrong and has invoked her constitutional right to not answer lawmakers' questions.
Lois Lerner, who heads the office that decides whether groups qualify for tax exemptions, invoked her Fifth Amendment right against incriminating herself on Wednesday. She did so as a witness before the House Oversight and Government Reform Committee, which was holding a hearing on the IRS's inappropriate treatment of conservative groups seeking tax-exempt status.
Before refusing to answer questions, Lerner told the panel that she has done nothing wrong, broke no laws and has provided no false information to lawmakers.
Lerner revealed the agency's targeting two weeks ago and apologized for the actions.
LABOR BOARD-CONGRESS
WASHINGTON (AP) -- A Senate panel has endorsed President Barack Obama's slate of five nominees to sit on the National Labor Relations Board. Two of them advanced despite strong GOP opposition.
The Senate Health, Education, Labor and Pensions Committee voted to send the nominees -- three Democrats and two Republicans -- to the full Senate.
Most Republicans senators on the panel voted against two of the Democratic nominees because they are currently sitting on the board as recess appointments. A federal appeals court has ruled that their appointments were unconstitutional, and GOP lawmakers say they should have stepped down.
The White House has appealed the court's decision and insists that all five nominees be approved as a group. But they are likely to need 60 votes to overcome GOP opposition.
ELECTRONIC MEDICAL RECORDS
WASHINGTON (AP) -- The Obama administration says more doctors and hospitals are embracing technology as adoption of computerized medical records reaches a "tipping point" in America.
A report Wednesday from Health and Human Services says more than 50 percent of doctors' offices and 4 in 5 hospitals have transitioned from paper to electronic records, thanks partly to more than $14 billion in government incentive payments.
The hope is that electronic records will make caring for patients safer and less costly, by helping avoid mistakes and cutting down on duplication.
But others say there's still a long way to go. An outside group's report last year found little progress in getting medical computers in different offices to talk to each other. Concerns have also surfaced about patient privacy and vulnerability to fraud.
VETERANS-HEALTH CARE
WASHINGTON (AP) -- A U.S. official says the Pentagon has decided to buy a new computerized health records system that will allow the department to better share and merge its data with the Department of Veterans Affairs.
Defense Secretary Chuck Hagel is expected to announce the decision Wednesday, amid increasing pressure from Congress to address the frustrating delays and paperwork shuffle as service members move from the military's health care program to the VA system.
The official says a monthlong review Hagel ordered concluded the Pentagon should not simply adopt the VA's current electronic records system because buying a new software program would provide better technology and be more effective into the future.
The official was not authorized to speak publicly about the announcement so requested anonymity.
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Bernanke signals Fed to maintain stimulus efforts
WASHINGTON (AP) -- Chairman Ben Bernanke is telling Congress that the U.S. job market remains weak and that it is too soon for the Federal Reserve to end its extraordinary stimulus programs.
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