Sinclair Broadcast Group, Inc. (SBGI) and Fisher Communications, Inc. (FSCI) have reached a definitive merger agreement, under which Sinclair would buy Fisher in a merger transaction valued at about $373.3 million. Pursuant to the agreement, Fisher shareholders would receive $41.00 cash for each common share of Fisher they own. The transaction represents a 44% premium to the closing price of Fisher common stock on January 9, 2013, the final trading day prior to Fisher announcing a review of strategic alternatives.
Fisher owns 20 television stations in eight markets, reaching 3.9% of U.S. TV households, and three radio stations in the Seattle market. Additionally, Fisher previously entered into an agreement to provide certain operating services for three TV stations, including two simulcasts.
The transaction is not conditioned on Sinclair obtaining financing or Fisher achieving or maintaining any financial or operational thresholds or metrics; and it may close and fund in the third quarter of 2013, subject to closing conditions. Fisher has no long-term debt and is likely to have some $20 million - $25 million of working capital at the time of the close. Sinclair would finance the purchase price through cash on hand, a bank loan and/or by accessing the capital markets.
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