Sinclair, the nation’s second-largest television station group owner, has acquired an 8.2% stake in EW Scripps and announced it has been in talks for several months to acquire Scripps.
Sinclair, which operates and/or services 185 television stations in 85 markets, said in an SEC filing on Monday that it has been in “constructive discussions with (Scripps) for several months regarding a potential combination of the two companies.” Scripps has more than 60 stations in more than 40 markets.
Sinclair also announced that it had acquired approximately 8.2% of Scripps’ outstanding Class A (non-voting) stock in the open market. Based on publicly available financial information, Scripps estimates that merging with Scripps would generate more than $300 million in synergies, according to an SEC filing.
The proposed merger between Sinclair and Scripps “would be structured so that the combined company would maintain its respective debt and preferred capital structures and would not require external financing,” Sinclair said in a filing. “As a result, this transaction will avoid significant refinancing costs while significantly reducing (Scripps’) leverage through the realization of synergies and lower future refinancing risks.”
The move comes after Sinclair announced a “comprehensive strategic review” of its broadcast business in August, including potential sales and acquisitions. Shortly after, Nexstar Media Group, the largest television station ownership group in the United States with over 200 stations, announced a deal to acquire Tegna, a rival station group with 64 stations, for $6.2 billion. That deal remains pending.
During Sinclair’s third-quarter earnings call, CEO Chris Ripley said the company expects the FCC to raise or eliminate the 39% national ownership cap on television station ownership in the first half of 2026. He also noted that an FCC rule that prohibited station groups from owning more than one of the top four television stations in a given market was recently rescinded.
“Recent industry consolidation and increased competition reinforce (Sinclair’s) view that further scale-up in the broadcast television industry is essential to address long-term headwinds and effectively compete not only with large broadcast groups, but also with large Big Tech and major media players,” Sinclair said in an SEC filing on Monday. “Scaling will also strengthen the broadcasters’ ability to maintain the important public service role of producing local news.” Additionally, Sinclair believes that the merger with Scripps will “give us the ability to successfully compete for ad share, critical programming and distribution economics through local and national strength and disciplined synergy execution.”
In a statement Monday following the Sinclair disclosure, E.W. Scripps said, “Scripps’ board and management are focused on increasing value for all stockholders through the continued execution of our strategic plan. The board and management are committed to doing only what is in the best interest of all stockholders, employees, and the many communities and audiences we serve across the United States.”
Mr. Scripps added: “Our Board has evaluated, and will continue to evaluate, all transactions and other alternatives that would enhance the value of the Company and are in the best interests of all stockholders. Likewise, the Board will take all appropriate steps to protect the Company and the Company’s stockholders from the opportunistic actions of Sinclair and others.”
In addition to its local TV portfolio, Sinclair also owns the Tennis Channel and multicast networks Comet, Charge!, TBD, and The Nest. Cincinnati-based Scripps owns national news outlets Scripps News and Court TV and entertainment brands ION, ION Plus, ION Mystery, Bounce, Grit and Laff.
Sinclair, known for his conservative political stances, recently made headlines when he announced on September 17 that he would be discontinuing “Jimmy Kimmel Live!” Kimmel received an outcry from ABC stations over comments he made about Charlie Kirk’s murder suspect. FCC Chairman Brendan Carr addressed the situation early on September 17 on a conservative podcast, strongly suggesting that if Kimmel “does not take action” (i.e., take his show off the air), ABC affiliates will be targeted by the FCC and their spectrum licenses will be revoked. Following Carr’s threats and pressure from Sinclair and Nexstar (which announced it would preempt Kimmel), ABC announced it would suspend “Jimmy Kimmel Live!” indefinitely.
Sinclair claimed (as did Nexstar) that the decision to preempt Kimmel’s show was “independent of any government interference or influence.” “I appreciate FCC Chairman Kerr’s remarks today, and this case highlights the critical need for the FCC to take immediate regulatory action to address the dominance of local broadcast stations by major national networks,” Sinclair said in a statement on Sept. 17. Following ABC’s decision to restart “Jimmy Kimmel Live!” Sinclair announced on September 23 that ABC would resume broadcasting “Jimmy Kimmel Live!” As of September 26, following “ongoing and constructive consultation with the ABC” on a range of measures including the possible appointment of an independent ombudsman for the entire network.
