Sinclair has submitted a takeover bid to acquire E.W. Scripps as the TV station owner increases its stake in its rival to 9.9%, according to a Monday filing with the U.S. Securities and Exchange Commission.
Under its proposal, shareholders would receive $7 per share, consisting of $2.72 in cash and $4.28, in combined company common stock based on approximately $325 million in estimated synergies and a seven times enterprise value/EBITDA multiple.
The $7 per share offer represents a 200% premium to Scripp’s 30-day volume-weighted average price (“VWAP”) as of Nov. 6, while the $2.72 cash component alone represents a 16% premium. The cash portion of the bid will be funded entirely from Sinclair’s existing balance sheet and available liquidity.
Shareholders may elect to receive all-cash or all-stock consideration for each of the shares, subject to proration to the maximum cash and equity amounts detailed in the proposal. Upon closing, Scripps shareholders would own approximately 12.7% of the combined entity.
As of Sept. 30, Scripps had 76,869,408 shares of Class A common
stock outstanding.
The transaction would be executed through a separation of Sinclair’s ventures business and certain corporate infrastructure from its broadcast business, followed by a merger with Scripps.
The combined company would maintain an independent majority on its board, as well as a dual-class share structure. It also would maintain each company’s respective outstanding debt and preferred stock and “meaningful operations” in both Cincinnati, Ohio and Hunt Valley, Maryland. Sinclair also said it’s “supportive” of retaining Scripps’ corporate name or selecting a new corporate name.
Board representation would be proportional to each company’s shareholders’ ownership in the combined company and will include representation from both the Smith and Scripps families. The Scripps family would retain voting control of the company’s existing debt and preferred stock during an integration period to avoid “unnecessary refinancing expenses or covenant disruption.” It also proposed adopting “jointly developed editorial standards” and appointing an independent ombudsman to oversee adherence to those standards.
Sinclair’s move comes as Nexstar is in a pending $6.2 billion merger with rival Tegna. Both deals would be subject to the FCC raising or eliminating the 39% ownership cap on local TV station ownership, which was first established in 1941 and raised by Congress in order to ensure viewpoint diversity and prevent monopolization.
The FCC’s chairman Brendan Carr has expressed a willingness to modify or eliminate the cap to empower local broadcasters, who have argued consolidation would help them better compete against legacy media and Big Tech.
In September, the FCC advanced its review of broadcast ownership rules, seeking public comment on retaining, modifying or eliminating the local radio, television and dual network rules. In June, it also refreshed the record and asked for public comment on whether to retain, modify or eliminate the national broadcast ownership cap.
Sinclair CEO Chris Ripley has previously said he expects the regulator to take action on the cap in the first half of 2026.
Despite Carr’s support, the FCC’s sole Democrat Anna Gomez has previously said that the move would “drastically alter the media ecosystem and the number of voices that are a part of it” and that only Congress has the authority to modify or eliminate it. Meanwhile, Newsmax CEO Chris Ruddy has said it would be a “disaster for conservatives around the country.”
“If this would also allow the Radical Left Networks to ‘enlarge,’ I would not be happy,” President Donald Trump wrote in a Truth Social post on Sunday. “ABC & NBC, in particular, are a disaster – A VIRTUAL ARM OF THE DEMOCRAT PARTY. They should be viewed as an illegal campaign to the Radical Left. NO EXPANSION OF THE FAKE NEWS NETWORKS. If anything, make them SMALLER!”
Sinclair first disclosed it was in talks with Scripps about a potential merger last week. At the time, it also noted it had acquired an 8.2% stake in the company.
In Monday’s SEC filing, the company said it is “confident that under existing rules, including the national cap, the transaction can be completed in a timely manner with limited select divestitures.” It has given Scripps until Dec. 5 to respond to its proposal.
Scripps confirmed receipt of the bid and said it would “determine the course of action that it believes is in the best interests of the company and all of its shareholders as well as its employees and the many communities and audiences it serves across the United States.”
The company previously said it would take “all steps appropriate to protect the company and the company’s shareholders from the opportunistic actions of Sinclair or anyone else.”
“Scripps shareholders do not need to take any action at this time,” the company added in its response on Monday. “The company does not intend to comment further on Sinclair’s unsolicited proposal until the board has completed its review.”
Scripps operates a portfolio of more than 60 stations in over 40 markets across the U.S. It reaches households through the national news outlets Scripps News and Court TV and entertainment brands ION, ION Plus, ION Mystery, Bounce, Grit and Laff.
Sinclair owns, operates and/or provides services to 178 television stations in 81 markets affiliated with all the major broadcast networks. It also owns the Tennis Channel and multicast networks Charge, Comet, Roar and The Nest and recently sold its local news streaming aggregator NewsOn to Zeam for an undisclosed amount.
As of Nov. 1, the company closed 11 partner-station acquisitions, completed one station swap, sold stations in four markets, acquired non-licensed assets in two markets and obtained the NBC affiliation in one market. It also has 10 option exercises pending FCC approval and two that have been approved and are awaiting final closing. It also said it would file “several additional partner station acquisitions” with the FCC following the reopening of the federal government.
Shares of Scripps popped 5.7% during Monday’s trading session, while Sinclair shares were down 1.9%.
