TEGNA to Acquire Dispatch Broadcast Group’s Leading, Top Ranked Stations in Indianapolis, IN and Columbus, OH

TYSONS, Va.–(BUSINESS WIRE)–TEGNA Inc. (NYSE: TGNA) announced today it has entered into a definitive
agreement with the Dispatch Broadcast Group to acquire, for $535 million
in cash, leading television stations WTHR, the NBC affiliate and the #1
rated station in Indianapolis, IN, and WBNS, the CBS affiliate and the
#1 rated station in Columbus, OH. TEGNA is also acquiring WBNS Radio
(1460 AM and 97.1 FM), the leader in sports radio in Central Ohio among
adults 25-54.

Both television stations are the dominant #1 station in their respective
markets. WTHR serves Indianapolis, which is Indiana’s state capital and
most populous city and the 28th largest television market in the United
States. The city is home to major league teams and sports events like
the Indianapolis 500, which air on NBC.

WBNS serves Columbus, Ohio’s state capital, which is the 34th largest
television market and one of the fastest-growing large cities in the
nation. 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 stations will serve two-thirds of all television
households in Ohio.

WBNS Radio is Ohio’s sports destination. 97.1 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.” 1460 AM is the flagship station of Ohio State
athletics and the home of ESPN Radio in Columbus.

The transaction, structured as a stock purchase, represents a compelling
purchase price multiple for the company of 7.9 times expected average
2018-2019 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 approximately 32 percent on a UHF discounted basis and 39
percent on an undiscounted basis.

TEGNA will finance the transaction through the use of 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.

“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 and 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.”

Greenhill & Co. is acting as financial advisor 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.

A presentation summarizing the proposed transaction can be accessed at investors.TEGNA.com.


TEGNA Inc. (NYSE: TGNA) is an innovative media company that serves the
greater good of our communities. With 49 television stations and two
radio stations in 41 markets, TEGNA delivers relevant content and
information to consumers across platforms. It is the largest owner of
top 4 affiliates in the top 25 markets, reaching one-third of all
television households nationwide. Each month, TEGNA reaches 50 million
adults on-air and approximately 35 million across its digital platforms.
TEGNA has been consistently honored with the industry’s top awards,
including Edward R. Murrow, George Polk, Alfred I. DuPont and Emmy
Awards. TEGNA also delivers innovative and unparalleled solutions for
advertisers through TEGNA
Marketing Solutions
(TMS). TMS is a one-stop shop that helps
businesses thrive through an unmatched suite of services and solutions
that reach consumers across television, email, social and over-the-top
(OTT) platforms, including Premion,
TEGNA’s OTT advertising service. Across platforms, TEGNA tells
empowering stories, conducts impactful investigations and delivers
innovative marketing solutions. For more information, visit www.TEGNA.com.


For media inquiries, contact:
Anne Bentley
President, Corporate Communications

For investor inquiries, contact:
John Janedis, CFA
Vice President, Capital Markets & Investor Relations

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