The Firm represented JPMorgan Chase Bank, Royal Bank of Canada and Deutsche Bank in connection with $5.632 billion of committed financing for Sinclair Broadcast Group, Inc. (NYSE: SBGI) (“Sinclair”) in connection with its announced takeover offer for 100% of the outstanding shares of Tribune Media Company (NYSE: TRCO) (“Tribune”), for $43.50 per share for an aggregate purchase price of approximately $3.9 billion, plus the assumption of approximately $2.7 billion in debt. The enterprise value for the combined entity will be $6.6 billion.
The committed financing consists of a $4.847 billion senior secured term loan B facility and a $785 million senior unsecured bridge facility. Additionally, the financing documentation provides for the syndication of a revolving credit facility upsize of up to $225 million.
Based in Hunt Valley, Maryland, Sinclair is one of the largest and most diversified television broadcasting companies in the country, a leading local news provider and a producer of live sports content. Tribune, based in Chicago, Illinois, is home to a diverse portfolio of television and digital properties driven by quality news, entertainment and sports programming. Pro forma for the Tribune acquisition (before any related divestitures) and all previously announced pending transactions, Sinclair will own, operate and/or provide services to 233 television stations in 108 markets.
The Simpson Thacher team for the financing includes Justin Lungstrum, Adam Weiner, Edward Bersuder, Andrew Willinger and Haley Garrett (Banking and Credit); John Ericson, Siobhan Lam and Sarah Pelham (Capital Markets); Edward Chung (M&A); Christopher Murray (Tax); Christopher Scavone (ECEB); and Timothy Mulvihill (Environmental).