Sinclair Files High‑Premium Merger Proposal for E.W. Scripps, Offering 240% Premium

SBGI
January 16, 2026

Sinclair, Inc. (NASDAQ: SBGI) filed the full text of letters exchanged with the E.W. Scripps Company with the Securities and Exchange Commission on January 16, 2026, announcing a renewed merger proposal that values Scripps at a premium of more than 240% over its unadjusted share price. The cash component alone represents a 32.7% premium, underscoring Sinclair’s willingness to pay a substantial premium to secure the deal.

The proposal is backed by Sinclair’s ownership stake in Scripps, which exceeds 8% of the broadcaster’s Class A non‑voting shares. Sinclair’s board and management have reiterated that the offer is “attractive to Scripps’ shareholders and, at a minimum, is worthy of engagement.” Scripps, however, has declined to engage in direct talks and has implemented a poison‑pill defense, signaling a preference for a standalone strategy and a rejection of Sinclair’s overtures.

Sinclair’s current bid follows a prior unsolicited proposal dated November 24, 2025, which the Scripps board rejected in mid‑December 2025 as not in the best interests of shareholders. The new filing demonstrates Sinclair’s persistence and its belief that a combined entity would unlock scale and revenue synergies in a consolidating broadcast market.

Financially, Sinclair reported Q4 2024 revenue of $1,004 million and a net income of $176 million, a turnaround from a net loss the previous year. Scripps posted Q4 2024 revenue of $728 million with earnings of $80.3 million, a significant improvement over the prior year’s loss. The high premium reflects Sinclair’s view that the combined company would generate higher advertising and distribution revenues than the sum of its parts, while Scripps’ strong recent earnings growth suggests it could pursue growth independently.

Strategically, Sinclair is conducting a review of its broadcast business and the separation of its Ventures division, aiming to unlock value whether or not the merger proceeds. The proposal aligns with broader industry consolidation trends driven by declining pay‑TV subscriptions and potential FCC regulatory easing, positioning Sinclair to capture scale advantages and diversify its revenue base.

Market reaction to the filing was modest: Scripps shares fell 1.5%, while Sinclair shares edged higher by 0.4%. The slight dip in Scripps stock reflects investor concern over takeover pressure, whereas Sinclair’s modest rise signals confidence in the potential value of the proposed combination.

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