Sinclair, the second-biggest U.S. TV station group owner, has proposed to acquire smaller rival E.W. Scripps Co. in its entirety, offering $7 per share for stock in Scripps that it does not already own.
Sinclair disclosed the takeover bid Monday in an SEC filing and also said it has acquired a 9.9% stake in Scripps. Last week, Sinclair revealed it had acquired 8.2% of Scripps’ common shares and was in acquisition talks with the company.
Sinclair operates and/or provides services to 185 TV stations in 85 markets while Scripps has more than 60 stations in 40-plus markets. According to Sinclair, upon closing of the Scripps acquisition, Scripps shareholders would own approximately 12.7% of the combined entity.
Sinclair’s bid for Scripps comes as Nexstar Media Group, the biggest U.S. television station ownership group with 201 stations, is seeking to close its $6.2 billion deal to buy Tegna, which has 64 stations. Last week, Nexstar filed applications requesting a waiver by the FCC of the agency’s 39% ownership cap on TV station owners’ reach across U.S. households.
In the SEC filing, Sinclair commented on the FCC’s current 39% ownership limit: “We are confident that under existing rules, including the national cap, the transaction can be completed in a timely manner with limited select divestitures.” Sinclair has requested a response from Scripps to the proposal by Dec. 5, 2025.
In a statement, Scripps on Monday acknowledged receiving the takeover offer. “Consistent with its fiduciary duties and in consultation with its legal and financial advisors, the company’s board of directors will carefully review and evaluate any proposals, including the unsolicited Sinclair proposal, to 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,” Scripps said. “The company does not intend to comment further on Sinclair’s unsolicited proposal until the board has completed its review.”
According to Sinclair’s proposal, Scripps shareholders will receive $7.00 per share, consisting of $2.72 in cash and $4.28 in combined company common stock, “based on approximately $325 million in estimated synergies.” The $7-per-share price represents a 200% premium to Scripps’ 30-day volume-weighted average price as of Nov. 6, the last trading day prior to “significant buying activity” from Sinclair.
Under the terms of the Sinclair proposal, Scripps shareholders may elect to receive all-cash or all-stock consideration for each of the shares of Scripps, subject to proration to the maximum cash and equity amounts detailed in the offer.