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As filed with the Securities and Exchange Commission on June 30, 2017

Registration No.            


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



SINCLAIR BROADCAST GROUP, INC.
(Exact name of registrant as specified in its charter)

Maryland
(State of Incorporation)
  4833
(Primary Standard Industrial
Classification Code Number)
  52-1494660
(I.R.S. Employer
Identification No.)



10706 Beaver Dam Road
Hunt Valley, MD 21030
(410) 568-1500

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Barry M. Faber, Esq.
Executive Vice President, General Counsel, Distribution and Network Relations
Sinclair Broadcast Group, Inc.
10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Edward P. Lazarus, Esq.
Tribune Media Company
435 North Michigan Avenue
Chicago, Illinois
(212) 210-2786

 

Paul S. Bird, Esq.
Jonathan E. Levitsky, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000

 

Philip Richter, Esq.
Fried, Frank, Harris,
Shriver &
Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000

 

Jeffrey B. Grill, Esq.
Pillsbury Winthrop Shaw
Pittman LLP
1200 Seventeenth Street NW
Washington, DC 20036
(202) 663-8000

             Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and all other conditions to the transaction contemplated by the Agreement and Plan of Merger, dated as of May 8, 2017, described in the enclosed Proxy Statement/Prospectus have been satisfied or waived.

             If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

             If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

             If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

             Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Securities Exchange Act of 1934 ("Exchange Act").

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o
(Do not check if a
smaller reporting company)
  Smaller reporting company o

Emerging growth company o

             If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.    o

             If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

             Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o

             Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o

CALCULATION OF REGISTRATION FEE

               
 
Title of each class of securities
to be registered

  Amount to be
Registered

  Proposed maximum
offering price per unit

  Proposed maximum
aggregate offering price

  Amount of
registration fee

 

Class A Common Stock, par value $0.01

  20,387,994(1)(2)   N/A   $504,381,253.26(3)   $58,457.79(4)

 

(1)
The number of shares of Class A Common Stock, par value $0.01, of Sinclair Broadcast Group, Inc. ("Sinclair Class A common stock") being registered represents the estimated maximum number of shares of Sinclair Class A common stock to be issuable in connection with the merger described herein (the "merger").

(2)
The estimated maximum number of shares of Sinclair Class A common stock to be issued in connection with the merger is calculated as the product of (a) the sum of (i) 87,179,934, the number of shares of Class A common stock, par value $0.001 per share ("Tribune Class A common stock"), of Tribune Media Company ("Tribune") outstanding as of June 23, 2017, plus (ii) 5,605, the number of shares of Class B common stock, par value $0.001 per share ("Tribune Class B common stock" and together with Tribune Class A common stock, "Tribune common stock") of Tribune outstanding as of June 23, 2017, plus (iii) 388,215, the number of shares of Tribune Class A common stock that may be issued in respect of Tribune equity awards (other than stock options) expected to vest prior to the anticipated completion of the merger, plus (iv) 986,316, the number of shares of Tribune Class A common stock underlying stock options that are vested or expected to vest and are expected to be exercised prior to the anticipated completion of the merger (the "estimated maximum number of shares of Tribune common stock at closing"), plus (v) 83,384, the number of shares of Tribune Class A common stock underlying warrants outstanding as of June 23, 2017, multiplied by (b) the exchange ratio of 0.2300 shares of Sinclair Class A common stock for each share of Tribune common stock.

(3)
Pursuant to Rules 457(c), 457(f)(1) and 457(f)(3) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to (a) $3,306,902,143.26, the product obtained by multiplying (i) $40.69 (the average of the high and low prices of Tribune Class A common stock on June 23, 2017, as reported on the New York Stock Exchange), by (ii) 88,643,454, the estimated maximum number of shares of Tribune common stock at closing (calculated as the sum of (a)(i), (a)(ii), (a)(iii), (a)(iv) and (a)(v) in Note 2), minus (b) $3,102,520,890, the product obtained by multiplying (i) $35.00 (the per share cash consideration to be paid to the holders of Tribune common stock in connection with the merger) multiplied by (ii) 88,643,454, the estimated maximum number of shares of Tribune common stock at closing.

(4)
Calculated pursuant to Section 6(b) of the Securities Act and SEC Fee Advisory #1 for Fiscal Year 2017 at a rate equal to $115.90 per $1,000,000 of the proposed maximum aggregate offering price.

             The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


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The information in this proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this proxy statement/prospectus until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer, solicitation or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 30, 2017

LETTER TO TRIBUNE SHAREHOLDERS

PRELIMINARY

LOGO

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Fellow Tribune Shareholder:

          We cordially invite you to attend a special meeting of shareholders of Tribune Media Company, a Delaware corporation, which we refer to as "Tribune," to be held on [                        ], 2017, at [                        ], at [                        ], which we refer to as the "special meeting." As previously announced, on May 8, 2017, Tribune entered into a merger agreement providing for the acquisition of Tribune by Sinclair Broadcast Group, Inc., a Maryland corporation, which we refer to as "Sinclair." At the special meeting, you will be asked to consider and vote on a proposal to adopt the merger agreement.

          If the transaction is completed, you will be entitled to receive for each share of Tribune Class A common stock and Tribune Class B common stock you own merger consideration consisting of $35.00 in cash, without interest and less any required withholding taxes, and 0.2300 of a share of Sinclair Class A common stock. Sinclair Class A common stock is traded on the Nasdaq Global Select Market, which we refer to as the "NASDAQ," under the trading symbol "SBGI." We encourage you to obtain quotes for the Sinclair Class A common stock, given that part of the merger consideration is payable in shares of Sinclair Class A common stock.

          The transaction cannot be completed unless holders of Tribune Class A common stock and Tribune Class B common stock, voting together as a single class, which we refer to as the "Tribune shareholders," holding at least a majority of the shares of Tribune common stock outstanding as of the close of business on [                        ], 2017, the record date for the special meeting, which we refer to as the "record date," vote in favor of the approval and adoption of the merger agreement at the special meeting.

          Your vote is very important, regardless of the number of shares you own. A failure to vote or an abstention will have the same effect as a vote "AGAINST" the approval and adoption of the merger agreement.

          Even if you plan to attend the special meeting in person, Tribune requests that you complete, sign, date and return, as promptly as possible, the enclosed proxy or voting instruction card in the accompanying prepaid reply envelope or submit your proxy by telephone or the Internet prior to the special meeting to ensure that your shares of Tribune common stock will be represented at the special meeting if you are unable to attend. If you hold your shares in "street name" through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.

          YOUR PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS OF TRIBUNE, WHICH WE REFER TO AS THE "TRIBUNE BOARD." AFTER CAREFUL CONSIDERATION, THE TRIBUNE BOARD HAS UNANIMOUSLY DETERMINED THAT THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT, WHICH WE REFER TO AS THE "MERGER," AS A RESULT OF WHICH TRIBUNE WILL BE ACQUIRED BY SINCLAIR, AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, ARE FAIR TO AND IN THE BEST INTERESTS OF TRIBUNE AND ITS SHAREHOLDERS AND APPROVED AND DECLARED ADVISABLE THE MERGER AGREEMENT AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND DIRECTED THAT THE MERGER AGREEMENT BE SUBMITTED TO THE SHAREHOLDERS. OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ADOPTION OF THE MERGER AGREEMENT AND, IF YOU ARE A TRIBUNE CLASS A COMMON STOCK HOLDER, "FOR" THE OTHER PROPOSALS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. THE BOARD MADE ITS DETERMINATION AFTER EVALUATING THE TRANSACTION IN CONSULTATION WITH TRIBUNE'S MANAGEMENT AND LEGAL AND FINANCIAL ADVISORS AND CONSIDERING A NUMBER OF FACTORS.

          In considering the recommendation of the Tribune board, you should be aware that directors and executive officers of Tribune have certain interests in the transaction that may be different from, or in addition to, the interests of Tribune shareholders generally. See the sections entitled "Special Meeting and Proposals" beginning on page 48 of the accompanying proxy statement/prospectus and "Transaction Summary—Interests of Tribune's Directors and Executive Officers in the Merger" beginning on page 109 of the accompanying proxy statement/prospectus for a more detailed description of these interests.

          In particular, we urge you to read carefully the section entitled "Risk Factors" beginning on page 35 of the accompanying proxy statement/prospectus. If you have any questions regarding the accompanying proxy statement/prospectus, you may contact Tribune's proxy solicitor, Innisfree M&A Incorporated, which we refer to as "Innisfree," at the telephone numbers, email address or address below.

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
(888) 750-5834

Shareholders Call Toll Free: (888) 750-5834
Banks and Brokerage Firms Call: (212) 750-5833

          We urge you to read carefully and in its entirety the accompanying proxy statement/prospectus, including the Annexes and the documents incorporated by reference.

          On behalf of the Tribune board, thank you for your consideration and continued support.

    By Order of the Tribune Board of Directors,

    Peter M. Kern
    Interim Chief Executive Officer

          Neither the U.S. Securities and Exchange Commission, which we refer to as the "SEC," nor any state securities commission has approved or disapproved of the merger or the other transactions described in this proxy statement/prospectus or the securities to be issued in connection with the merger or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

   

          This proxy statement/prospectus is dated [                        ], 2017, and is first being mailed to Tribune shareholders on or about [                        ], 2017.


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NOTICE OF SPECIAL MEETING OF TRIBUNE SHAREHOLDERS
TO BE HELD ON [                ], 2017

LOGO

435 North Michigan Avenue
Chicago, IL 60611

To Fellow Tribune Shareholders:

        NOTICE IS HEREBY GIVEN that a special meeting of shareholders of Tribune Media Company, which we refer to as the "special meeting," will be held at [                ] on [                ], 2017 at [                ].

ITEMS OF BUSINESS:

    To consider and vote on a proposal to approve and adopt the Agreement and Plan of Merger, dated as of May 8, 2017, as it may be amended from time to time, which we refer to as the "merger agreement," a copy of which is attached as Annex A to the proxy statement/prospectus accompanying this notice, and the transactions contemplated by the merger agreement, by and among Tribune and Sinclair, and following the execution and delivery of a joinder, Merger Sub, which we refer to as the "merger proposal";

    To consider and vote on a non-binding, advisory proposal to approve the compensation that may become payable to Tribune's named executive officers in connection with the consummation of the merger, which we refer to as the "compensation proposal"; and

    To consider and vote on a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the merger proposal, which we refer to as the "adjournment proposal."

        The proxy statement/prospectus, including the annexes, contains further information with respect to the business to be transacted at the special meeting. We urge you to read the proxy statement/prospectus, including any documents incorporated by reference, and the annexes carefully and in their entirety. Tribune will transact no other business at the special meeting, except for business properly brought before the special meeting or any adjournment or postponement thereof. Please refer to the proxy statement/prospectus of which this notice forms a part for further information with respect to the business to be transacted at the special meeting.

BOARD OF DIRECTORS' RECOMMENDATION:

        After careful consideration, the board of directors of Tribune Media Company, which we refer to as the "Tribune board," on May 7, 2017, approved the merger agreement and determined that the merger agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of Tribune and its shareholders and further resolved that it is recommended to the Tribune shareholders, that they adopt a non-binding, advisory proposal to approve the compensation that may be paid or become payable to Tribune's named executive officers in connection with the merger pursuant to already existing contractual obligations of Tribune.

        The Tribune board unanimously recommends that you vote "FOR" each of the merger proposal, the compensation proposal and the adjournment proposal.


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WHO MAY VOTE:

        Only holders of record of Tribune Class A common stock, par value $0.001 per share, which we refer to as the "Tribune Class A common stock," and Tribune Class B common stock, par value $0.001 per share, which we refer to as the "Tribune Class B common stock" and together with the Tribune Class A common stock, the "Tribune common stock," as of the record date, are entitled to receive notice of the special meeting and to vote at the special meeting or any adjournments or postponements thereof. As of the record date, there were [                ] and [                ] shares of Tribune Class A common stock and Tribune Class B common stock outstanding, respectively. Each share of Tribune common stock is entitled to one vote on the approval of the merger proposal. Holders of Tribune Class A common stock are also entitled to one vote on the approval of the compensation proposal and the adjournment proposal. Holders of Tribune Class B common stock are entitled to vote on only the merger proposal. Tribune shareholders will vote as a single class on the merger proposal. A list of Tribune shareholders of record entitled to vote at the special meeting will be available at the executive offices of Tribune at 435 North Michigan Avenue, Chicago, Illinois 60611 at least ten days prior to the special meeting and will also be available for inspection at the special meeting by any Tribune shareholder for purposes germane to the meeting.

VOTE REQUIRED FOR APPROVAL:

        Your vote is very important. We cannot complete the merger without the approval of the merger proposal. If the merger proposal is not approved by the holders of the requisite number of shares of Tribune common stock, then the transaction will not occur. Assuming a quorum is present, the affirmative vote of a majority of the outstanding shares of Tribune common stock, voting as a single class, entitled to vote on such proposal is required to approve the merger proposal. Approval of each of the compensation proposal and the adjournment proposal require the affirmative vote of at least a majority of the outstanding shares of Tribune Class A common stock present in person or represented by proxy at the special meeting and entitled to vote on such proposals.

        To ensure your representation at the special meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet. Please submit your proxy promptly whether or not you expect to attend the special meeting. Submitting a proxy now will not prevent you from being able to vote in person at the special meeting.

    By Order of the Board of Directors,

 

 

Edward P. Lazarus
Executive Vice President, General Counsel,
Chief Strategy Officer and Corporate Secretary

Chicago, Illinois
[                ], 2017


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REFERENCES TO ADDITIONAL INFORMATION

        Sinclair Broadcast Group, Inc., which we refer to as "Sinclair," has filed a registration statement on Form S-4 to which this proxy statement/prospectus relates. This proxy statement/prospectus does not contain all of the information included in the registration statement or in the exhibits to the registration statement to which the accompanying proxy statement/prospectus relates.

        This proxy statement/prospectus also incorporates by reference important business and financial information about Sinclair and Tribune Media Company, which we refer to as "Tribune" from documents previously filed by Sinclair or Tribune with the SEC, that are not included in or delivered with this proxy statement/prospectus. In addition, Sinclair and Tribune each file annual, quarterly and current reports, proxy statements and other business and financial information with the SEC.

        This proxy statement/prospectus and the Annexes hereto, the registration statement to which this proxy statement/prospectus relates and the exhibits thereto, the information incorporated by reference herein and the other information filed by Sinclair and Tribune with the SEC is available for you to review at the SEC's Public Reference Room located at 100 F Street, N.E., Room 1580, Washington, DC 20549. You can also obtain these documents through the SEC's website at www.sec.gov or on either Sinclair's website at http://www.sbgi.net in the "Investors" section or on Tribune's website at http://www.tribunemedia.com in the "Investors" section. By referring to Sinclair's website, Tribune's website, and the SEC's website, Sinclair and Tribune do not incorporate any such website or its contents into this proxy statement/prospectus.

        This proxy statement/prospectus incorporates important business and financial information about Sinclair and Tribune from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain these documents incorporated by reference into this proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

Sinclair Broadcast Group, Inc.
10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500
Attn: Lucy Rutishauser
  Tribune Media Company
435 North Michigan Avenue
Chicago, Illinois
(212) 210-2786
Attn: Investor Relations

        See "Incorporation of Certain Documents by Reference" beginning on page 184 for more information about the documents incorporated by reference in this proxy statement/prospectus.

        If you hold your shares in "street name," through a bank, broker or other nominee, you should contact such bank, broker or other nominee if you need to obtain a voting instruction card or have questions on how to vote your shares.



TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE TRANSACTION AND THE SPECIAL MEETING

    1  

SUMMARY

   
11
 

Parties to the Transaction

   
11
 

The Transaction

    13  

Tribune Board Reasons for the Transaction and Recommendation

    13  

Sinclair Board Reasons for the Transaction

    13  

Opinions of Tribune's Financial Advisors

    13  

Key Terms of the Merger Agreement

    15  

Key Terms of the Voting Agreement

    19  

Financing of the Transaction

    19  

Regulatory Approvals Required for the Merger

    20  

Material U.S. Federal Income Tax Consequences of the Merger

    21  

Interests of Tribune's Directors and Executive Officers in the Transaction

    22  

Appraisal Rights

    22  

Comparison of Shareholder Rights

    23  

Risk Factors

    23  

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF SINCLAIR

   
24
 

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF TRIBUNE

   
26
 

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

   
28
 

COMPARATIVE PER SHARE DATA

   
30
 

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

   
32
 

RISK FACTORS

   
35
 

Risks Related to the Transaction

   
35
 

Risk Factors Relating to Sinclair after the Transaction

    44  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

   
45
 

SPECIAL MEETING AND PROPOSALS

   
48
 

TRANSACTION SUMMARY

   
55
 

Parties to the Transaction

   
55
 

Description of the Transaction

    56  

Background of the Transaction

    57  

Merger Consideration

    65  

Tribune's Reasons for the Transaction and Recommendation of the Tribune Board

    66  

Sinclair's Reasons for the Transaction

    71  

Opinions of Tribune's Financial Advisors

    73  

Tribune Management's Unaudited Prospective Financial Information

    105  

Interests of Tribune's Directors and Executive Officers in the Merger

    109  

Tribune Shareholder Advisory Vote on Merger-Related Compensation for Tribune's Named Executive Officers

    117  

Accounting Treatment of the Transaction

    117  

NASDAQ Listing of Sinclair Class A Common Stock

    118  

Delisting and Deregistration of Tribune Common Stock

    118  

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTION AND THE SPECIAL MEETING

        The following are brief answers to common questions that you may have regarding the merger agreement, the transaction, the consideration to be received in the transaction and the special meeting (as discussed below). The questions and answers in this section may not address all questions that might be important to you as a Tribune shareholder. To better understand these matters, and for a description of the legal terms governing the transaction, we urge you to read carefully and in its entirety this proxy statement/prospectus, including the Annexes to, and the documents incorporated by reference in, this proxy statement/prospectus, as well as the registration statement to which this proxy statement/prospectus relates, including the exhibits to the registration statement. See "Incorporation of Certain Documents by Reference" beginning on page 184 and "Where You Can Find More Information" beginning on page 186.

Q:
What is the transaction?

A:
On May 8, 2017, Sinclair, Tribune and Samson Merger Sub Inc., one of Sinclair's wholly-owned subsidiaries, which we refer to as "Merger Sub," entered into the merger agreement. The merger agreement is attached to this proxy statement/prospectus as Annex A. The merger agreement provides for a merger with Tribune, as a result of which Tribune will be acquired by Sinclair. We sometimes refer to the merger and the other transactions contemplated by the merger agreement, taken as a whole, as the "transaction." The merger will be effective, after all of the conditions to the closing of the transaction are satisfied or, to the extent permitted by law, waived, at the time a certificate of merger is filed with the Secretary of State of the State of Delaware or at such later time and date designated jointly by Sinclair and Tribune in the certificate of merger, which we refer to as the "effective time."

Q:
What will I receive in the merger?

A:
In the merger, each share of Tribune Class A common stock, par value $0.001 per share, and Tribune Class B common stock, par value $0.001 per share, which we refer to as the "Tribune Class A common stock" and the "Tribune Class B common stock" respectively, and together as the "Tribune common stock," issued and outstanding immediately prior to the effective time, will be converted into the right to receive (i) $35.00 in cash, without interest and less any required withholding taxes, which we refer to as the "cash consideration" and (ii) 0.2300 of a share of Sinclair's Class A common stock, par value $0.01 per share, which we refer to as the "Sinclair Class A common stock," and such consideration which we refer to as the "stock consideration." We refer to the cash consideration and the stock consideration together as the "merger consideration." We also refer to the 0.2300 of a share of Sinclair Class A common stock constituting the stock consideration as the "exchange ratio."

    No fractional shares of Sinclair Class A common stock will be issued in the merger. Tribune shareholders will receive cash, without interest, in lieu of any fractional shares.

Q:
Why am I receiving this document?

A:
In order to complete the transaction, the Tribune shareholders must vote upon and approve and adopt the merger agreement and the merger at the special meeting. Tribune will hold for this purpose a special meeting of its shareholders, which we refer to as the "special meeting." We are sending you these materials to help you decide how to vote your shares with respect to the matters to be considered at the special meeting. This proxy statement/prospectus contains important information about the transaction and the special meeting. You should read carefully and in its entirety this proxy statement/prospectus, including the Annexes to, and the documents incorporated by reference in, this proxy statement/prospectus, as well as the registration statement to which this

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    proxy statement/prospectus relates, including the exhibits to the registration statement. The enclosed proxy or voting instruction cards allow you to authorize the voting of your shares without attending the special meeting.

    Your vote is very important. We encourage you to submit a proxy or voting instructions as soon as possible.

Q:
What equity stake will the pre-transaction Tribune shareholders and Sinclair shareholders hold after the closing of the transaction?

A:
The merger will result in the pre-transaction Tribune shareholders owning approximately 17% of the outstanding shares of Sinclair Class A common stock and Sinclair Class B common stock, which we refer to collectively as the "Sinclair common stock," and existing Sinclair shareholders owning approximately 83% of the outstanding shares of Sinclair common stock immediately following the closing of the transaction.

Q:
What is the value of the merger consideration?

A:
Based on the closing price of $36.95 per share for the Sinclair Class A common stock on May 5, 2017, the last trading day before the announcement of the execution of the merger agreement, the stock consideration had an implied value of $8.50. Adding this amount to the cash consideration of $35.00 results in an implied value for the merger consideration of $43.50 per share of Tribune common stock. The value of the merger consideration Tribune shareholders will receive on the closing of the transaction will depend in part on the market value of the Sinclair Class A common stock immediately before the transaction is completed. The market value at that time could vary significantly from the closing price for the Sinclair Class A common stock on May 5, 2017. Tribune shareholders are advised to obtain current market quotations for the Sinclair Class A common stock.

Q:
When do you expect the transaction to be completed?

A:
The transaction is expected to close in the fourth quarter of 2017. However, the closing of the transaction is subject to various conditions, including the approval and adoption of the merger agreement and the merger at the special meeting, as well as required approval of the transaction by the Federal Communications Commission, which we refer to as the "FCC" and clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which we refer to as the "HSR Act," the listing of the Sinclair Class A common stock to be issued in the merger on the NASDAQ and the absence of certain legal impediments to the consummation of the merger. No assurance can be provided as to when or if the transaction will be completed, and it is possible that factors outside the control of Sinclair and Tribune could result in the transaction being completed at a later time, or not at all. See "The Agreements—Description of the Merger Agreement—Other Covenants and Agreements—Efforts to Consummate the Transaction" beginning on page 142 and "The Agreements—Description of the Merger Agreement—Conditions to the Transaction" beginning on page 149.

Q:
What are the conditions to the completion of the transaction?

A:
In addition to the approval of the merger agreement by the Tribune shareholders, completion of the merger is subject to the satisfaction of a number of other conditions, including certain regulatory approvals. For additional information on the regulatory approvals required to complete the merger, see "Transaction Summary—Regulatory Approvals," beginning on page 118 and "The Agreements—Description of the Merger Agreement—Efforts to Consummate the Transaction," beginning on page 142. For additional information on the conditions to completion of the merger,

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    see "The Agreements—Description of the Merger Agreement—Conditions to the Transaction," beginning on page 149.

Q:
What effects will the merger have on Tribune/Sinclair?

A:
Upon completion of the merger, Merger Sub will be merged with and into Tribune, as a result of which Tribune will become a wholly-owned subsidiary of Sinclair. As a condition to closing, the shares of Sinclair Class A common stock issued in connection with the merger are expected to be approved for listing on the NASDAQ.

Q:
What if I hold Tribune warrants?

A:
In accordance with the terms of the warrants, Sinclair will assume each outstanding warrant to purchase Tribune common stock, which we refer to as the "warrants," and each outstanding warrant will thereafter be exercisable, at its current exercise price of $0.001, for the merger consideration in respect of each share of Tribune Class A common stock and/or Tribune Class B common stock subject to the warrant prior to the merger.

Q:
What if I hold Tribune stock options or other equity awards?

A:
Each stock option of Tribune that is outstanding immediately prior to the effective time, whether vested or unvested, will be immediately cancelled and converted into the right to receive, with respect to each share of Tribune common stock underlying each such stock option, a cash payment. Any stock option with an exercise price as of the effective time that is greater than or equal to the per share merger consideration will be immediately cancelled in exchange for no consideration. For more information concerning options and other equity compensation, see "The Agreements—Description of the Merger Agreement—Treatment of Stock Options, Warrants and Other Stock-Based Awards."

Q:
What are the material U.S. federal income tax consequences of the merger to me?

A:
The exchange of shares of Tribune common stock by a shareholder for cash and shares of Sinclair Class A common stock in the merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, any shareholder that is a U.S. Holder (as defined in the section entitled "Material U.S. Federal Income Tax Consequences of the Merger") generally will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (1) the sum of the amount of cash and the fair market value as of the effective time of the shares of Sinclair Class A common stock received in the merger and (2) the U.S. Holder's adjusted tax basis in the shares of Tribune common stock exchanged in the merger.

    A shareholder that is a Non-U.S. Holder (as defined in the section entitled "Material U.S. Federal Income Tax Consequences of the Merger—Non-U.S. Holders") generally will not be subject to U.S. federal income tax with respect to the exchange of shares of Tribune common stock for cash and shares of Sinclair Class A common stock in the merger unless such Non-U.S. Holder has certain connections to the United States as described in "Material U.S. Federal Income Tax Consequences of the Merger—Non-U.S. Holders."

    Please carefully review the information set forth in the section "Material U.S. Federal Income Tax Consequences of the Merger" on page 122 for a description of the material U.S. federal income tax consequences of the merger. The tax consequences of the merger will depend on your own situation. Please consult your own tax advisors as to the specific tax consequences of the merger to you.

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Q:
When and where will the special meeting be held?

A:
The special meeting will be held at [            ] on [            ], 2017 at [            ] local time.

Q:
What are the proposals on which I am being asked to vote and what is the recommendation of the board with respect to each proposal?

A:
At the special meeting, you will be asked to:

consider and vote on a proposal to approve and adopt the merger agreement and the merger, which we refer to as the "merger proposal"; a copy of the merger agreement is attached as Annex A to this proxy statement/prospectus;

consider and vote on a non-binding, advisory proposal to approve the compensation that may become payable to Tribune's named executive officers in connection with the consummation of the merger, which we refer to as the "compensation proposal." See "Transaction Summary—Interests of Tribune's Directors and Executive Officers in the Merger" beginning on page 109 of this proxy statement/prospectus; and

consider and vote on a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the merger proposal, which we refer to as the "adjournment proposal."

        Tribune does not expect any other business to be conducted at the special meeting.

Q:
What constitutes a quorum for the special meeting?

A:
Holders of record of a majority of the outstanding shares of Tribune Class A common stock and Tribune Class B common stock, counted as a single class, represented in person or by proxy, will constitute a quorum for the merger proposal at the special meeting. Holders of record of a majority of the outstanding shares of Tribune Class A common stock, represented in person or by proxy, will constitute a quorum for the compensation proposal and the adjournment proposal. Shares of Tribune Class A common stock and Tribune Class B common stock represented at the special meeting but not voted, including shares of Tribune Class A common stock and Tribune Class B common stock for which a shareholder directs an "abstention" from voting, will be counted as present for purposes of establishing a quorum. Broker non-votes (shares of Tribune Class A common stock and Tribune Class B common stock held by banks, brokerage firms or nominees that are present in person or by proxy at the special meeting but with respect to which the broker or other shareholder of record is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker does not have discretionary voting power on such proposal), if any, will not be counted as present for purposes of establishing a quorum.

Q:
What vote is required to approve the proposals being presented at the special meeting?

A:
To be approved at the special meeting, the merger proposal will require the affirmative vote of the majority of the outstanding shares of Tribune common stock, voting as a single class, present, in person or represented by proxy and entitled to vote on the merger proposal. Abstentions and broker non-votes will have the effect of a vote against the merger proposal.

    To be approved at the special meeting, the compensation proposal and the adjournment proposal (if necessary or appropriate) will each require the affirmative vote of the holders of a majority of the outstanding shares of Tribune Class A common stock present, in person or represented by proxy, at the special meeting and entitled to vote on the compensation proposal. Abstentions will have the effect of a vote against the compensation proposal and the adjournment proposal and broker non-votes will have no effect on the outcome of the vote on either proposal.

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Q:
How does the Tribune board recommend that I vote at the special meeting?

A:
The Tribune board unanimously recommends that you vote "FOR" the merger proposal, "FOR" the compensation proposal and "FOR" the adjournment proposal, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement. See "Transaction Summary—Tribune's Reasons for the Transaction and Recommendation of the Tribune Board" beginning on page 66.

Q:
What is the effect if the merger proposal is not approved at the special meeting?

A:
If the merger proposal is not approved by the requisite vote at the special meeting or any adjournment thereof, then the transaction will not occur. Instead, Tribune would remain an independent public company, and the merger consideration would not be paid. Each of Sinclair and Tribune have the right to terminate the merger agreement under certain circumstances, including in the event of a failure to obtain the required shareholder vote. Upon a termination for failure to obtain the approval of the merger proposal at the special meeting, Tribune would be required to pay to Sinclair a termination fee equal to the sum of $38,500,000 plus Sinclair's costs and expenses, not to exceed $10,000,000. See "The Agreements—Description of the Merger Agreement—Termination" beginning on page 148.

Q:
Do I have appraisal or dissenters rights in connection with the transaction?

A:
Yes. Tribune shareholders are entitled to appraisal rights under Section 262 of the Delaware General Corporate Law, which we refer to as the "DGCL." See "Appraisal Rights." In addition, a copy of Section 262 of the DGCL is attached as Annex E to this proxy statement/prospectus.

Q:
Why am I being asked to consider and vote on a proposal to approve, by non-binding advisory vote, the transaction-related executive compensation?

A:
Under the rules of the U.S. Securities and Exchange Commission, which we refer to as the "SEC," Tribune is required to seek a non-binding, advisory vote with respect to the compensation that may be paid or become payable to its named executive officers in connection with the transaction.

Q:
What will happen if the compensation proposal is not approved at the special meeting?

A:
Approval of the transaction-related executive compensation is not a condition to closing of the transaction. Accordingly, you may vote against the compensation proposal and vote in favor of the merger proposal. The compensation proposal vote is an advisory vote and will not be binding on Tribune or Sinclair. If the transaction is completed, the compensation described in the compensation proposal will be paid to Tribune's named executive officers to the extent payable in accordance with the terms of their respective compensation agreements and contractual arrangements even if Tribune shareholders do not approve the compensation proposal.

Q:
Who is entitled to vote at the special meeting?

A:
The Tribune board has fixed the close of business on [            ], 2017 as the record date for the special meeting, which we refer to as the "record date." You are entitled to receive notice of, and vote at, the special meeting if you owned shares of Tribune common stock as of the record date.

Q:
How many votes do I have?

A:
You will be entitled to one vote for each share of Tribune Class A common stock that you owned on the record date on each of the proposals that will be voted upon at the special meeting. You will be entitled to one vote per share of Tribune Class B common stock that you owned as of the

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    record date on the merger proposal and you are not entitled to vote shares of Tribune Class B common stock on either the compensation proposal or the adjournment proposal.

    As of the record date, there were [            ] shares of Tribune Class A common stock outstanding and [            ] shares of Tribune Class B common stock outstanding. As of that date, approximately [            ]% of the outstanding shares of Tribune Class A common stock were held by Tribune's directors and executive officers and no outstanding shares of Tribune Class B common stock were held by Tribune's directors and executive officers, not including approximately 16.3% of the outstanding shares as of the close of business on May 4, 2017 of Tribune Class A common stock beneficially owned by the Oaktree shareholders (as described below), which the Oaktree shareholders have agreed to vote in favor of the approval of the merger proposal and the other transactions contemplated by the merger agreement.

Q:
Are any shareholders already committed to vote in favor of the merger proposal?

A:
Yes. Affiliates of Oaktree Capital Management, which we refer to as the "Oaktree shareholders," have entered into a voting and support agreement with Sinclair, which we refer to as the "voting agreement," in which they have agreed, among other things, to vote their shares of Tribune Class A common stock in favor of the approval of the merger proposal and the other transactions contemplated by the merger agreement. These shares represent approximately 16.3% of the issued and outstanding shares of Tribune common stock as of the close of business on May 4, 2017.

    The voting agreement is attached to this proxy statement/prospectus as Annex B and is incorporated by reference into this proxy statement/prospectus.

Q:
What if my broker, bank or other nominee holds my shares in "street name"?

A:
If a broker, bank or other nominee holds your shares for your benefit but not in your own name, such shares are in "street name." In that case, your broker, bank or other nominee will send you a voting instruction form to use in order to instruct the vote of your shares. The availability of telephone and Internet voting depends on the voting procedures of your broker, bank or other nominee. Brokers, banks or other nominees will not have discretionary authority on any matter at the special meeting, and thus will not vote on any matter at the special meeting without having received a properly completed voting instruction form. With respect to the merger proposal, a broker non-vote will have the effect of a vote against the proposal. With respect to the compensation proposal and the adjournment proposal, a broker non-vote will have no effect on such proposals.

    In accordance with the rules of the New York Stock Exchange, which we refer to as the "NYSE," banks, brokerage firms and other nominees who hold shares of Tribune common stock in "street name" for their customers have authority to vote on "routine" proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to non-routine matters, such as the adoption of the merger agreement, the proposal to approve, by non-binding advisory vote, the transaction-related executive compensation and adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokerage firms and other nominees are not empowered to vote such shares.

Q:
How do I vote?

A:
After reading and carefully considering the information contained in this proxy statement/prospectus, please submit a proxy or voting instructions for your shares of Tribune common stock

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    as promptly as possible so that your shares will be represented at the special meeting. You may submit your proxy or voting instructions before the special meeting in one of the following ways:

            By Internet.    Use the Internet at www.proxyvote.com to submit your proxy or voting instructions and for the electronic delivery of information up until 11:59 p.m. Eastern Time on [            ]. Have your proxy card or voting instructions in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. The availability of Internet voting for beneficial owners holding shares of Tribune common stock in "street name" will depend on the voting process of your broker, bank or other nominee. If you are a beneficial owner of shares of Tribune's common stock held in "street name," please follow the voting instructions in the materials you receive from your broker, bank or other nominee.

            By Phone.    Use any touch-tone telephone to dial 1-800-690-6903 to submit your proxy or voting instructions up until 11:59 p.m. Eastern Time on [            ]. Have your proxy card or voting instructions in hand when you call and then follow the instructions. If you submit a proxy or voting instructions by telephone, do not return your proxy card or voting instructions. The availability of telephone voting for beneficial owners holding shares of Tribune common stock in "street name" will depend on the voting process of your broker, bank or other nominee. If you are a beneficial owner of shares of Tribune common stock held in "street name," please follow the voting instructions in the materials you receive from your broker, bank or other nominee.

            By Mail.    Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Innisfree. Innisfree must receive your proxy card no later than the close of business on [            ]. If you are a beneficial owner of shares of Tribune common stock held in "street name," please follow the voting instructions in the materials you receive from your broker, bank or other nominee.

    In addition, all shareholders may vote in person at the special meeting. In order to attend the special meeting, you must (i) be a holder of shares of Tribune common stock as of the record date, (ii) present valid photo identification issued by a government agency, such as a driver's license or passport and (iii) if you are a beneficial owner of shares of Tribune common stock held in "street name," present a brokerage statement showing that you owned shares of Tribune common stock as of the record date. Note that if your shares are held in the name of your broker, bank or other nominee and you wish to attend or vote in person at the special meeting, you must contact your broker, bank or other nominee and request a document called a "legal proxy." You must bring this legal proxy to the meeting in order to vote in person. For additional information on voting procedures, see "Special Meeting and Proposals" beginning on page 48.

    After reading and carefully considering the information contained in this proxy statement/prospectus, please submit your proxy or voting instructions as soon as possible even if you plan to attend the special meeting.

Q:
What do I do if I receive more than one set of voting materials?

A:
You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are held in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instructions you receive, or submit each proxy or voting instruction by telephone or Internet by following the instructions on your proxy cards or the voting instruction.

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Q:
How will my proxy be voted?

A:
If you submit a proxy or voting instructions by completing, signing, dating and mailing your proxy card, or over the Internet or by telephone, your shares will be voted in accordance with your instructions. If you are a shareholder of record as of the record date and you sign, date, and return your proxy card but do not indicate how you want to vote on any particular proposal and do not indicate that you wish to abstain with respect to that particular proposal, the shares of Tribune common stock represented by your proxy will be voted in favor of any proposal on which the Tribune shareholder is entitled to vote. However, if you are a holder of Tribune Class A common stock and you sign, date and return your proxy card and indicate that you vote against the merger proposal, but do not indicate how you want to vote on the compensation proposal or the adjournment proposal, the shares of Tribune Class A common stock represented by your proxy will not be voted in favor of the compensation proposal or the adjournment proposal. If you are a beneficial owner, your broker, bank or other nominee will vote your shares on each of the merger proposal, the compensation proposal and the adjournment proposal only if you provide instructions on how to vote by filling out the voting instruction form sent to you by your broker, bank or other nominee with this proxy statement/prospectus.

Q:
Can I revoke or change my vote after I have submitted a proxy or voting instruction card?

A:
Yes. You can change your vote in one of three ways:

you can send a signed notice of revocation, which must be received prior to the beginning of the special meeting, to Tribune's Corporate Secretary, as appropriate;

you can submit a revised proxy bearing a later date by mail, over the Internet or by telephone as described above, which revised proxy must be received prior to the deadlines set forth above for each method of voting; or

you can attend the special meeting and vote in person, which will automatically cancel any proxy previously given, though your attendance alone will not revoke any proxy that you have previously given.

If you are a beneficial owner of shares of Tribune common stock held in "street name," you must contact your broker, bank or other nominee to change your vote or obtain a written legal proxy to vote your shares if you wish to cast your vote in person at the applicable meeting.

Q:
How will I receive the merger consideration to which I am entitled?

A:
If you hold physical stock certificates of Tribune common stock, you will be sent a letter of transmittal shortly after the effective time, describing how you may exchange your shares of Tribune common stock for the merger consideration, and the exchange agent will forward to you the cash and the Sinclair Class A common stock in book-entry form (or applicable evidence of ownership) to which you are entitled, including cash in lieu of fractional shares and dividends on Sinclair Class A common stock, if any, with a record date and payment date after the effective time, after receiving the proper documentation from you. If you hold your shares of Tribune common stock in book-entry form, you are not required to take any specific actions to exchange your shares of Tribune common stock, and after the completion of the transaction, such shares will be automatically exchanged for the merger consideration, cash in lieu of fractional shares and dividends on Sinclair Class A common stock, if any, with a record date and payment date after the effective time.

    You should not send your stock certificate representing your Tribune common stock until the receipt from the exchange agent of the letter of transmittal. Please do not send in your stock

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    certificates now. See "The Agreements—Description of the Merger Agreement—Exchange and Payment Procedures in the Merger."

Q:
What happens if I sell my shares after the record date but before the special meeting?

A:
If you transfer your shares of Tribune common stock after the record date but before the date of the special meeting, you will retain your right to vote at the special meeting, but you will not have the right to receive for those shares any merger consideration for the shares that you transferred. You must hold your shares through the closing of the transaction in order to receive merger consideration for those shares.

Q:
May I change my vote after I have delivered my proxy or voting instruction card?

A:
Yes. Any Tribune shareholder giving a proxy has the power to revoke it at any time before it is exercised. Tribune shareholders of record may revoke their proxy by filing an instrument of revocation or a duly executed proxy bearing a later date (including by means of a telephone or Internet vote) with Tribune's Corporate Secretary at 435 North Michigan Avenue, Chicago, Illinois 60611. As a Tribune shareholder of record, you may also revoke a proxy by attending the special meeting, and voting in person. Attendance at the special meeting alone will not revoke any proxy. If not revoked, the proxy will be voted at the special meeting, in accordance with your instructions.

    If your shares are held in an account at a broker, bank or other nominee and you have delivered your voting instruction card to your broker, bank or other nominee, you should contact your broker, bank or other nominee to change your vote.

Q:
Where can I find more information about the parties to the transaction?

A:
You can find more information about Sinclair and Tribune by reading the sections of the proxy statement/prospectus titled "Transaction Summary—Parties to the Transaction" beginning on page 55 and "Where You Can Find More Information" beginning on page 186.

Q:
Who will count the votes?

A:
The votes will be counted by Broadridge Financial Solutions, Inc., which we refer to as "Broadridge," the appointed inspector for the special meeting.

Q:
Will a proxy solicitor be used?

A:
Tribune has engaged Innisfree to assist in the solicitation of proxies and provide related advice and informational support for a services fee of approximately $25,000, plus reasonable out-of-pocket fees and expenses for these services, as described under "Special Meeting and Proposals" beginning on page 48.

Q:
How do I obtain the voting results from the special meeting?

A:
Preliminary voting results will be announced at the special meeting and will be set forth in a press release that Tribune intends to issue after the special meeting. The press release will be available on Tribune's website. Final voting results for the special meeting is required to be filed in a Current Report on Form 8-K filed with the SEC within four business days after the meeting.

Q:
Whom should I contact if I have any questions about these materials or voting?

A:
If you have any questions about the proxy materials or if you need assistance submitting your proxy or voting instructions or voting your shares or need additional copies of this document or

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    the enclosed proxy card, you should contact the proxy solicitation agent for the company in which you hold shares as set forth below:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
(888) 750-5834

Shareholders Call Toll Free: (888) 750-5834
Banks and Brokerage Firms Call: (212) 750-5833

If your shares are held "street name," through a bank, broker or other nominee, you should contact such bank, broker or other nominee if you need to obtain voting instruction cards or have questions on how to vote your shares.

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SUMMARY

        This summary highlights selected information contained elsewhere in this proxy statement/prospectus and may not contain all the information that may be important to you. Accordingly, we encourage you to read this proxy statement/prospectus carefully and in its entirety, including the Annexes to, and the documents incorporated by reference in, this proxy statement/prospectus, and the registration statement to which this proxy statement/prospectus relates, including the exhibits thereto. The page references have been included in this summary to direct you to a more complete description of the topics presented below. See also the section entitled "Where You Can Find More Information" beginning on page 186.

        References to "Sinclair" are references to Sinclair Broadcast Group, Inc. References to "Tribune" are references to Tribune Media Company. References to "we" or "our" and other first person references in this proxy statement/prospectus refer to both Sinclair and Tribune, before closing of the transaction. References to "Merger Sub" are references to Samson Merger Sub Inc., a wholly-owned subsidiary of Sinclair. References to the "transaction," unless the context requires otherwise, means the transactions contemplated by the merger agreement, taken as a whole.

Parties to the Transaction (Page 55)

    Sinclair Broadcast Group, Inc.

        Sinclair Broadcast Group, Inc., a Maryland corporation that was founded in 1986 and became a public corporation in 1995, is a diversified television broadcast company with national reach with a strong focus on providing high-quality content on its local television stations and digital platforms. As of December 31, 2016, Sinclair's broadcast distribution platform was a single reportable segment for accounting purposes, consisting primarily of its broadcast television stations, which Sinclair owns, and provides programming and operating services pursuant to local marketing agreements, which we refer to as "LMAs," and also provides sales services and other non-programming operating services pursuant to other outsourcing agreements (such as joint sales agreements, which we refer to as "JSAs" and shared services agreements, which we refer to as "SSAs") to 173 stations in 81 markets.

        The content, distributed through Sinclair's broadcast platform, consists of programming provided by third-party networks and syndicators, local news, Sinclair's own networks, and other original programming produced by Sinclair. Sinclair also distributes its own original programming, and owned and operated networks, on other third-party platforms. Additionally, Sinclair owns digital and internet media products that are complementary to Sinclair's extensive portfolio of television station related digital properties. Sinclair focuses on offering marketing solutions to advertisers through its television and digital platforms and digital agency services. Outside of Sinclair's media related businesses, Sinclair operates technical services companies focused on supply and maintenance of broadcast transmission systems as well as research and development for the advancement of broadcast technology, and Sinclair manages other non-media related investments. Sinclair Class A common stock is listed on the NASDAQ under the symbol "SBGI." Sinclair's principal executive office is located at 10706 Beaver Dam Road, Hunt Valley, MD 21030 (telephone number: (410) 568-1500).

        This proxy statement/prospectus incorporates important business and financial information about Sinclair from other documents that are not included in or delivered with this proxy statement/prospectus. For a list of the documents that are incorporated by reference, see "Where You Can Find More Information" beginning on page 186 of this proxy statement/prospectus and "Incorporation of Certain Documents by Reference" beginning on page 184 of this proxy statement/prospectus.

    Tribune Media Company

        Tribune Media Company, a Delaware corporation, was founded in 1847 as a newspaper publisher and incorporated in Delaware in 1968. Tribune is a diversified media and entertainment business

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comprised of 42 television stations, that are either owned by Tribune or others, but to which Tribune provides certain services, along with a national general entertainment cable network, a radio station, a production studio, a portfolio of real estate assets and investments in a variety of media, websites and other related assets.

        Tribune is one of the largest independent station owner groups in the United States based on household reach, and owns or operates local television stations in each of the nation's top five markets and seven of the top ten markets by population. Tribune has network affiliations with all of the major over-the-air networks, including American Broadcasting Company, which we refer to as "ABC," CBS Corporation, which we refer to as "CBS," Fox Broadcasting Company, which we refer to as "FOX," National Broadcasting Company, which we refer to as "NBC," and The CW Network, LLC, which we refer to as the "CW." Tribune provides "must-see" programming, including the National Football League, which we refer to as the "NFL" and other live sports, on many of its stations and local news to approximately 50 million U.S. households in the aggregate, as measured by Nielsen Media Research, representing approximately 44% of all U.S. households. In addition, Tribune owns a national general entertainment cable network, WGN America, which we refer to as "WGNA," which is available in approximately 80 million households nationally, as estimated by Nielsen Media Research. WGNA provides Tribune with a platform for launching original programming and exclusive syndicated content.

        Tribune also holds a variety of investments in cable and digital assets, including equity investments in Television Food Network, G.P., which we refer to as "TVFN," and CareerBuilder, LLC, which we refer to as "CareerBuilder." On June 19, 2017, Tribune announced its expected share of the proceeds as a result of the sale of CareerBuilder, in which Tribune holds a 32.1% ownership interest, to an investor group led by investment funds managed by affiliates of Apollo Global Management and the Ontario Teachers' Pension Plan Board. Tribune expects to retain an approximate 8% ownership stake in CareerBuilder on a fully-diluted basis following the sale. The transaction, which is subject to regulatory approval and customary closing conditions, is expected to close in the third quarter of 2017.

        Tribune Class A common stock is listed on the NYSE under the trading symbol "TRCO." Tribune Class B common stock is quoted on the OTC Pink market under the trading symbol "TRBAB." Tribune's principal executive office is located at 435 North Michigan Avenue, Chicago, Illinois 60611 (telephone number: (212) 210-2786).

        This proxy statement/prospectus incorporates important business and financial information about Tribune from other documents that are not included in or delivered with this proxy statement/prospectus. For a list of the documents that are incorporated by reference, see "Where You Can Find More Information" beginning on page 186 of this proxy statement/prospectus and "Incorporation of Certain Documents by Reference" beginning on page 184 of this proxy statement/prospectus.

    Samson Merger Sub Inc.

        Samson Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Sinclair, was formed solely for the purpose of consummating the merger of Merger Sub with and into Tribune, as provided for in the merger agreement. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.

        Samson Merger Sub Inc.'s office is located at 10706 Beaver Dam Road, Hunt Valley, MD 21030 (telephone number: (410) 568-1500).

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The Transaction (see Page 56)

        On May 8, 2017, Sinclair, Tribune and Merger Sub entered into the merger agreement, pursuant to which Merger Sub will merge with and into Tribune, as a result of which Tribune will be acquired by Sinclair.

        In the merger, each share of Tribune Class A common stock and Tribune Class B common stock issued and outstanding immediately prior to the effective time (other than shares held by Tribune or any Tribune subsidiary or Sinclair or any Sinclair subsidiary) will be converted into the right to receive (i) $35.00 in cash, without interest and less any required withholding taxes and (ii) 0.2300 of a share of Sinclair's Class A common stock.

        No fractional shares of Sinclair Class A common stock will be issued in the merger. Tribune shareholders will receive cash, without interest, in lieu of any fractional shares.

        For a description of the treatment of stock options and other equity awards of Tribune, see "The Agreements—Description of the Merger Agreement—Treatment of Stock Options, Warrants and Other Stock-Based Awards" beginning on page 127.

Tribune Board Reasons for the Transaction and Recommendation (Page 66)

        The Tribune board has unanimously (i) determined that the terms of merger agreement and the transactions contemplated by the merger agreement are fair to, and in the best interests of, Tribune and the Tribune shareholders, (ii) determined that it is in the best interests of Tribune and the Tribune shareholders and declared it advisable for Tribune to enter into the merger agreement and perform its obligations thereunder, (iii) approved the execution and delivery by Tribune of the merger agreement, the performance by Tribune of its covenants and agreements contained therein and the consummation of the transactions contemplated by the merger agreement, including the merger, upon the terms and subject to the conditions contained therein, (iv) recommended that the Tribune shareholders approve the merger and adopt the merger agreement and (v) directed that the merger agreement be submitted to the Tribune shareholders at a meeting of the Tribune shareholders for their adoption in accordance with DGCL. Tribune's board unanimously recommends that its shareholders vote "FOR" the merger proposal, "FOR" the compensation proposal and "FOR" the adjournment proposal.

        The Tribune board considered many factors in making its determination that the merger agreement and the transactions contemplated by the merger agreement are fair to, and in the best interests of, Tribune and its shareholders. For a more complete discussion of these factors, see "Transaction Summary—Tribune's Reasons for the Transaction and Recommendation of the Tribune Board" beginning on page 66.

Sinclair Board Reasons for the Transaction (Page 71)

        The board of directors of Sinclair, which we refer to as the "Sinclair board," considered a number of factors in making its determination to approve the transaction. These factors are described in "Transaction Summary—Sinclair's Reasons for the Transaction" beginning on page 71.

Opinions of Tribune's Financial Advisors (Page 73)

    Opinion of Moelis & Company (see page 73)

        At the meeting of the Tribune board on May 7, 2017 to evaluate and approve the merger, Moelis & Company, which we refer to as "Moelis," delivered an oral opinion (which was subsequently confirmed by delivery of a written opinion, dated May 7, 2017) addressed to the Tribune board that, based upon and subject to the qualifications, conditions, limitations and assumptions stated in its opinion, as of the date of the opinion, the merger consideration to be received by the Tribune

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shareholders, other than Sinclair, Tribune, Merger Sub, Oaktree shareholders, Tribune shareholders who have demanded appraisal for such shares, and the respective affiliates of any of the foregoing, which we refer to collectively as the "Excluded Holders," in the merger is fair, from a financial point of view, to such holders.

        The full text of Moelis's written opinion dated May 7, 2017, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C to this proxy statement/prospectus and is incorporated herein by reference. Moelis's opinion was provided for the use and benefit of Tribune's board (solely in its capacity as such) in its evaluation of the merger. Moelis's opinion is limited solely to the fairness, from a financial point of view, of the merger consideration to be received by the Tribune shareholders, other than the Excluded Holders, and does not address Tribune's underlying business decision to effect the merger or the relative merits of the merger as compared to any alternative business strategies or transactions that might be available with respect to Tribune. Moelis's opinion does not constitute a recommendation to any Tribune shareholders as to how such shareholder should vote or act with respect to the merger or any other matter.

        For a description of the opinion that the Tribune board received from Moelis, see "Transaction Summary—Opinions of Tribune's Financial Advisors—Moelis & Company" beginning on page 73.

    Opinion of Guggenheim Securities, LLC (see page 85)

        At the meeting of the Tribune board on May 7, 2017 to evaluate and approve the merger, Guggenheim Securities, LLC, which we refer to as "Guggenheim Securities," delivered an oral opinion (which was subsequently confirmed by delivery of a written opinion, dated May 7, 2017) addressed to the Tribune board that, as of May 7, 2017 and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the merger consideration was fair, from a financial point of view, to the Tribune shareholders (excluding Sinclair and its affiliates). The full text of Guggenheim Securities' written opinion, which is attached as Annex D to this proxy statement/prospectus and which you should read carefully and in its entirety, is subject to the assumptions, limitations, qualifications and other conditions contained in such opinion and is necessarily based on economic, capital markets and other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion.

        Guggenheim Securities' opinion was provided to the Tribune board (in its capacity as such) for its information and assistance in connection with its evaluation of the merger consideration. Guggenheim Securities' opinion and any materials provided in connection therewith did not constitute a recommendation to the Tribune board with respect to the merger nor does Guggenheim Securities' opinion constitute advice or a recommendation to any Tribune shareholder as to how to vote or act in connection with the merger or otherwise. Guggenheim Securities' opinion addresses only the fairness, from a financial point of view and as of the date of such opinion, of the merger consideration to the Tribune shareholders (excluding Sinclair and its affiliates) to the extent expressly specified in such opinion and does not address any other term, aspect or implication of the merger, the merger agreement (including, without limitation, the form or structure of the merger), any shareholder voting agreement, other agreement, transaction document or instrument contemplated by the merger agreement or to be entered into or amended in connection with the merger or Sinclair's debt commitment letters or any financing or other transactions related thereto.

        For a description of the opinion that the Tribune board received from Guggenheim Securities, see "Transaction Summary—Opinions of Tribune's Financial Advisors—Guggenheim Securities, LLC" beginning on page 85.

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Key Terms of the Merger Agreement (Page 126)

Conditions to the Closing of the Transaction (See Page 149)

        The merger agreement contains customary closing conditions, including the following conditions that apply to the obligations of both Tribune and Sinclair to consummate the transactions:

    Tribune shareholders' approval of the merger;

    receipt of certain regulatory approvals, including approval from the FCC, the expiration or termination of the waiting period applicable to the merger under the HSR Act, and the approval for listing by the NASDAQ of the Sinclair Class A common stock to be issued in the merger; and

    the absence of certain legal impediments to the consummation of the merger.

        In addition to the foregoing conditions, Sinclair's and Merger Sub's obligations to consummate the merger are subject to the satisfaction or waiver of the following conditions:

    the accuracy of the representations and warranties of Tribune (with certain exceptions for inaccuracies that are de minimis, that are not material or that have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Tribune and its subsidiaries, taken as a whole);

    the performance in all material respects of Tribune with its covenants and agreements in the merger agreement; and

    since May 8, 2017, there not having been any effect, change, condition, fact, development, occurrence or event that, individually or in the aggregate has had or would be reasonably likely to have a material adverse effect on Tribune and its subsidiaries, taken as a whole.

        In addition to the foregoing conditions, Tribune's obligations to consummate the Merger are subject to the satisfaction or waiver of the following conditions:

    the accuracy of the representations and warranties of Sinclair and Merger Sub (with certain exceptions for inaccuracies that are de minimis, that are not material or that have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Sinclair and its subsidiaries, taken as a whole);

    the performance in all material respects of Sinclair with its covenants and agreements in the merger agreement; and

    since May 8, 2017, there has not been any material adverse effect on Sinclair and its subsidiaries, taken as a whole.

No Solicitation (See Page 140)

        As more fully described in this proxy statement/prospectus and as set forth in the merger agreement, Tribune has agreed, among other things, not to:

    solicit, initiate or knowingly encourage or knowingly facilitate any inquiry, proposal or offer which constitutes, or would reasonably be expected to lead to, an alternative acquisition proposal; and

    subject to certain exceptions, participate in any discussions or negotiations regarding, or furnish to any other person any nonpublic information relating to Tribune and its subsidiaries, in connection with any an alternative acquisition proposal.

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        Prior to the time that Tribune receives shareholder approval of the merger proposal:

    the Tribune board may, upon receipt of a bona fide written alternative acquisition proposal, determine in good faith, after consultation with Tribune's outside financial advisors and outside legal counsel, that such acquisition proposal constitutes a superior proposal or would reasonably be expected to lead to a superior proposal and that the failure to take certain actions would be reasonably expected to be inconsistent with the Tribune board's fiduciary duties to Tribune shareholders under applicable law, then Tribune may furnish information with respect to Tribune and its subsidiaries to the person making the proposal and engage in discussions or negotiations with such person and their representatives regarding such proposal, subject to the terms of the merger agreement; and

    Tribune may, subject to compliance with certain obligations set forth in the merger agreement, including the payment of a termination fee to Sinclair, terminate the merger agreement to enter into a definitive agreement to accept a bona fide written alternative acquisition proposal that constitutes a superior proposal in accordance with the merger agreement, subject to certain notice and matching rights in favor of Sinclair.

        For additional detail of the these provisions, see "The Agreements—Description of the Merger Agreement—Restrictions on Tribune's Solicitation of Acquisition Proposals" beginning on page 137 and "The Agreements—Description of the Merger Agreement—Change of Recommendation by the Tribune Board" beginning on page 139.

Termination of the Merger Agreement (See Page 148)

        The merger agreement may be terminated at any time prior to the effective time:

    by mutual written consent of Sinclair and Tribune;

    by either Sinclair or Tribune:

    if the effective time has not occurred on or before May 8, 2018, subject to an automatic extension to August 8, 2018 in certain circumstances, if the only outstanding unfulfilled conditions relate to HSR approval or FCC approval, which we refer to as the "end date." Notwithstanding the foregoing, the right to terminate the merger agreement under this clause will not be available to a party if the failure of the effective time to occur before the end date was primarily due to such party's breach of any of its obligations under the merger agreement;

    if any governmental authority of competent jurisdiction has issued a final and non-appealable order permanently prohibiting the consummation of the merger; provided that the Party seeking to terminate the merger agreement under this clause will have used its reasonable best efforts to have such order lifted; or

    if, after completion of the special meeting (including any adjournment or postponement thereof), the Tribune shareholders have not approved the merger proposal;

    by Sinclair:

    at any time prior to the special meeting, if Tribune has materially breached any of its obligations with respect to the Tribune special meeting or its no solicitation obligations;

    if the Tribune board or any committee thereof (i) withdraws, amends, changes, modifies or qualifies, or otherwise proposes publicly to withdraw, amend, change, modify or qualify, in a manner adverse to Sinclair, its recommendation that the Tribune shareholders approve the merger and adopt the merger agreement, (ii) fails to make such recommendation in the proxy statement; (iii) approves or recommends, or otherwise proposes publicly to approve or

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        recommend, an alternative acquisition proposal or (iv) fails to publicly recommend against an alternative acquisition proposal that has been publicly disclosed within 10 business days of Sinclair's request and fails to reaffirm its recommendation within such period upon such request (provided that such a request may be delivered by Sinclair only once with respect to each alternative acquisition proposal, with the right to make an additional request with respect to each subsequent material amendment or modification thereto);

      if Tribune or any of its subsidiaries shall have entered into any agreement, other than a confidentiality agreement that contains provisions that in the aggregate are no less favorable to Tribune than those contained in the confidentiality agreement executed by Sinclair (provided that any such agreement need not contain any "standstill" or similar provisions) and that does not contain any provision that would prevent Tribune from complying with its obligation to provide any disclosure to Sinclair required pursuant to the merger agreement, which we refer to as an "acceptable confidentiality agreement," with respect to an alternative acquisition proposal; or

      if the closing conditions relating to the accuracy of Tribune's representations and warranties or fulfillment of Tribune's covenants cannot be satisfied due to a breach by Tribune of its representations and warranties or failure to perform any of its covenants contained in the merger agreement that would give rise for a failure of the applicable condition in the merger agreement to be satisfied, which breach is incapable of being cured by Tribune within 30 days of written notice of such breach from Sinclair, or if capable of being cured within such period, is not cured by the earlier of such period and the end date; provided that if such breach or failure to perform is capable of being cured by Tribune and Tribune ceases using reasonable best efforts to cure such breach or failure to perform following written notice from Sinclair, Sinclair will have the right to terminate the merger agreement; provided, further, that Sinclair will not have the right to terminate the merger agreement if Sinclair or Merger Sub is then in breach of any of its representations, warranties, covenants or agreements such that Tribune has the right to terminate the merger agreement;

    by Tribune:

    if the closing conditions relating to the accuracy of Sinclair's or Merger Sub's representations and warranties or fulfillment of Sinclair's or Merger Sub's covenants cannot be satisfied due to a breach by Sinclair of its representations and warranties or failure to perform any of its covenants contained in the merger agreement that would give rise for a failure of the applicable condition in the merger agreement to be satisfied, which breach is incapable of being cured by Sinclair within 30 days of written notice of such breach from Tribune, or if capable of being cured within such period, is not cured by the earlier of such period and the end date; provided that if such breach or failure to perform is capable of being cured by Sinclair and Sinclair ceases using reasonable best efforts to cure such breach or failure to perform following written notice from Tribune, Tribune will have the right to terminate the merger agreement; provided, further, that Tribune will not have the right to terminate the merger agreement if Tribune is then in breach of any of its representations, warranties, covenants or agreements such that Tribune has the right to terminate the merger agreement; or

    if the Tribune board authorizes Tribune to enter into an alternative acquisition agreement with respect to a superior proposal further described in "The Agreements—Description of the Merger Agreement—Change of Recommendation by the Tribune Board" beginning on page 139, substantially concurrently with the termination of the merger agreement, and Tribune pays the termination fee described in "The Agreements—Description of the Merger Agreement—Termination Fee" beginning on page 150.

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Termination Fee (See Page 150)

        Tribune must pay Sinclair a termination fee of $135.5 million if:

    Sinclair terminates the merger agreement due to Tribune having materially breached any of its obligations with respect to the special meeting or its no solicitation obligations;

    Sinclair terminates the merger agreement due to (a) the Tribune board or any committee thereof (i) withdrawing, amending, changing, modifying or qualifying, or otherwise proposing publicly to take any of the foregoing actions in a manner adverse to Sinclair, its recommendation that the Tribune shareholders approve the merger and adopt the merger agreement, (ii) failing to make such recommendation in the proxy statement; (iii) approving or recommending, or otherwise proposing publicly to approve or recommend, an alternative acquisition proposal or (iv) failing to publicly recommend against an alternative acquisition proposal that has been publicly disclosed within 10 business days of Sinclair's request and failing to reaffirm its recommendation within such period upon such request (provided that such a request may be delivered by Sinclair only once with respect to each alternative acquisition proposal, with the right to make an additional request with respect to each subsequent material amendment or modification thereto) or (b) Tribune or any of its subsidiaries having entered into any agreement, other than an acceptable confidentiality agreement, with respect to an alternative acquisition proposal; or

    Tribune terminates the merger agreement due to the Tribune board authorizing Tribune to enter into an alternative acquisition agreement with respect to a superior proposal further described in "The Agreements—Description of the Merger Agreement—Change of Recommendation by the Tribune Board" beginning on page 139, and Tribune pays the termination fee at or prior to the termination of the merger agreement as further described in "The Agreements—Description of the Merger Agreement—Termination Fee" beginning on page 150.

        Tribune must pay Sinclair a termination fee of $135.5 million (except that the termination fee of $135.5 million will be reduced by any previously paid amount of the termination fee of $38.5 million plus the documented, out of pocket expenses of Sinclair in an amount not to exceed $10 million as described below) if:

    Sinclair or Tribune terminates the merger agreement if the effective time has not occurred prior to the end date of May 8, 2018, subject to an automatic extension to August 8, 2018 in certain circumstances, if the only outstanding unfulfilled conditions relate to HSR approval or FCC approval as described in "The Agreement—Description of the Merger Agreement—Termination" or the Tribune shareholders do not approve the transaction; or

    Sinclair terminates the merger agreement in respect of a willful breach of Tribune's covenants or agreements that would give rise to the failure of a closing condition that is incapable of being cured within 30 days after Tribune receives written notice from Sinclair of such breach, or if capable of being cured in such 30 days period, is not so cured during the earlier of such 30 day period and the end date; and,

in the case of the foregoing clauses, an alternative acquisition proposal has been made to Tribune and publicly announced and not withdrawn prior to the termination or the date of the special meeting, as applicable, and within twelve months after termination of the merger agreement, Tribune enters into a definitive agreement with respect to an alternative acquisition proposal (and subsequently consummates such transaction) or consummates a transaction with respect to an alternative acquisition proposal. For purposes of this termination fee, references to "85%" and "15%" will be replaced by "50%" in the definition of "alternative acquisition proposal" in the merger agreement.

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        Tribune must pay Sinclair a termination fee of $38.5 million plus the documented, out-of-pocket costs and expenses of Sinclair in an amount not to exceed $10 million if Sinclair or Tribune terminates the merger agreement because the Tribune shareholders do not approve the transaction.

        If paid, the $38.5 million termination fee, plus the amount of Sinclair's expenses not to exceed $10 million would be credited against any $135.5 million termination fee that Tribune subsequently is required to pay Sinclair.

Expenses (See Page 151)

        Other than as described in "The Agreements—Description of the Merger Agreement—Termination" beginning on page 148, whether or not the transaction is consummated, all costs and expenses incurred in connection with the merger agreement will be borne by the party incurring such expenses, except that Sinclair and Tribune will each be responsible for 50% of the filing fees related to filings with the FCC and under the HSR Act.

Key Terms of the Voting Agreement (Page 151)

        As more fully described in this proxy statement/prospectus and as set forth in the voting agreement, in connection with the execution of the merger agreement, the Oaktree shareholders entered into the voting agreement with Sinclair, pursuant to which, prior to the earlier of the closing of the transaction or the termination of the merger agreement, the Oaktree shareholders agreed to vote all of their shares of Tribune Class A common stock (i) in favor of the approval of the approval and adoption of the merger agreement and the transactions contemplated thereby, including the merger and (ii) against other acquisition proposals and certain other actions and transactions, as described in the voting agreement. The Oaktree shareholders also agreed to certain transfer restrictions with respect to their Tribune Class A common stock, which restrictions last until the approval of the merger by the Tribune shareholders or the termination of the merger agreement, and to refrain from solicitation of other acquisition proposals prior to the earlier of the closing of the transaction or the termination of the merger agreement. See "The Agreements—Description of the Voting and Support Agreement" beginning on page 151 for more detail. The Oaktree shareholders hold approximately 16.3% of the outstanding shares of Tribune Class A common stock as of May 4, 2017.

Financing of the Transaction (Page 145)

        On May 8, 2017, in connection with the merger agreement, Sinclair and Sinclair Television Group, Inc., a wholly-owned subsidiary of Sinclair, which we refer to as "STG," entered into a (i) commitment letter, which we refer to as the "credit facilities commitment letter" (as further amended and restated) and (ii) a bridge loan commitment letter, which we refer to as the "bridge facility commitment letter" (as further amended and restated) and together with the credit facilities commitment letter, the "debt commitment letters," in each case with JPMorgan Chase Bank, N.A., which we refer to as "JPMorgan," Royal Bank of Canada, which we refer to as "Royal Bank," RBC Capital Markets, which we refer to as "RBCCM" and, together with Royal Bank, "RBC," Deutsche Bank AG New York Branch, which we refer to as "DBNY," and Deutsche Bank Securities Inc., which we refer to as "DBSI" and, together with DBNY, "Deutsche Bank," and certain of their respective affiliates, for commitments with respect to the financing required by Sinclair to consummate the merger and to refinance certain indebtedness of STG and Tribune.

        The financing under the debt commitment letters, the availability of which is contingent on the satisfaction of certain conditions, including the closing of the transaction, provides for credit facilities in an aggregate principal amount of up to $5,632 million, consisting of: (i) a senior secured term B loan facility in an aggregate principal amount of up to $4,847 million (which will be reduced to $3,747 million as a result of the consent solicitation described below) and (ii) a senior unsecured bridge

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loan facility in an aggregate principal amount of up to $785 million available to the extent STG does not issue senior unsecured notes or other securities with an aggregate principal amount of at least $785 million on or prior to the consummation of the transaction.

        The credit facilities commitment letter also provides for the syndication of a senior secured revolving credit facility in an aggregate principal amount of up to $225 million, but such secured revolving credit facility is not required by Sinclair to consummate the transaction.

        The facilities to be provided under the debt commitment letters will bear interest at LIBOR plus an applicable margin. The senior secured credit facilities to be provided under the credit facilities commitment letter will be secured by liens on substantially all of STG's assets and will be guaranteed by, and secured by the assets of, certain of its subsidiaries. Sinclair and/or an affiliate of Sinclair may be a co-borrower under the facilities to be provided under the debt commitment letters. The one-year senior unsecured bridge facility of up to $785 million, which we refer to as the "bridge facility," to be provided under the bridge facility commitment letter will be unsecured but guaranteed by the same guarantors as under the senior secured facilities. Various economic and other terms of the financing under the debt commitment letters are subject to change in the process of syndication as set forth in the debt commitment letters.

        In connection with the transaction, the indebtedness outstanding under Tribune's existing credit facility will be repaid and the commitments thereunder terminated at or prior to the closing of the transaction. However, Tribune's 5.875% Senior Notes due 2022, which we refer to as the "Tribune notes," in the principal amount of $1,100 million, are expected to remain outstanding after the consummation of the transaction. On June 13, 2017, Tribune commenced a consent solicitation, seeking consents from the holders of Tribune notes to amend certain provisions of the indenture governing the Tribune notes, which we refer to as the "Tribune indenture," to (i) eliminate any requirement for Tribune to make a "Change of Control Offer," as defined in the Tribune indenture, to holders of Tribune notes in connection with the transactions, (ii) clarify the treatment under the Tribune indenture of the proposed structure of the transactions and to facilitate the integration of Tribune and its subsidiaries and the Tribune notes with and into Sinclair's debt capital structure, and (iii) eliminate the expense associated with producing and filing with the SEC separate financial reports for STG, as successor issuer of the Tribune notes, if Sinclair or any other parent entity of the successor issuer of the Tribune notes, in its sole discretion, provides an unconditional guarantee of the payment obligations of the successor issuer under the Tribune notes. On June 22, 2017, Tribune announced that it had obtained the requisite consents and had executed a supplemental indenture to amend these provisions of the Tribune indenture. Because the requisite consents were obtained, the aggregate principal amount of the senior secured term B loan facility will be reduced by $1,100 million to $3,747 million in accordance with the debt commitment letters.

        On May 14, 2017, the debt commitment letters were amended and restated to adjust certain of the commitments described thereunder in the event that STG issues senior unsecured notes in an offering in excess of the bridge facility amount of $785 million and to provide additional flexibility regarding the allocation of the commitments for the facilities under the debt commitment letters.

Regulatory Approvals Required for the Merger (Page 118)

        The closing of the transaction is conditioned, among other things, on the expiration or termination of the waiting period under the HSR Act and the receipt of the FCC consent to the transfers of control and assignments in connection with the transaction, which we refer to as the "FCC consent." Sinclair and Tribune filed the Notification and Report Forms on May 30, 2017 with the U.S. Federal Trade Commission, which we refer to as the "FTC," and with the Antitrust Division of the Department of Justice, which we refer to as the "Antitrust Division." On June 29, 2017, Sinclair voluntarily withdrew

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its initial Notification and Report Forms filed on May 30, 2017 prior to the end of the initial 30-day waiting period and intends to refile the Notification and Report Forms on July 3, 2017.

        The applications for FCC consent to the transaction were filed on June 26, 2017, and public notice of the filing of the applications will occur on [            ]. The applications will come off public notice on [            ]. FCC consent to the transaction may be delayed or otherwise impacted by (1) petitions to deny the applications, if any, that are filed by [            ], or (2) litigation pending in the U.S. Court of Appeals for the D.C. Circuit challenging the FCC's reinstatement of a Commission rule that discounts by half the audience reach of UHF stations for purposes of determining compliance with national audience reach limitations.

        The timing or outcome of the FCC regulatory process cannot be predicted.

        For additional information relating to the regulatory approvals, see "Transaction Summary—Regulatory Approvals" beginning on page 118, and "The Agreements—Description of the Merger Agreement—Efforts to Consummate the Transaction" beginning on page 142.

Material U.S. Federal Income Tax Consequences of the Merger (Page 122)

        The exchange of shares of Tribune common stock by a Tribune shareholder for cash and shares of Sinclair Class A common stock in the merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, any Tribune shareholder that is a U.S. Holder (as defined in the section entitled "Material U.S. Federal Income Tax Consequences of the Merger—U.S. Holders") generally will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (1) the sum of the amount of cash and the fair market value as of the effective time of the merger of the shares of Sinclair Class A common stock received in the merger and (2) the U.S. Holder's adjusted tax basis in the shares of Tribune common stock exchanged in the merger.

        Any such gain or loss generally will be capital gain or loss and generally will be long-term capital gain or loss if the U.S. Holder's holding period in the Tribune common stock immediately prior to the merger is more than one year. For U.S. Holders that are individuals, estates or trusts, long-term capital gain generally is taxed at preferential rates. The deductibility of capital losses is subject to limitations.

        A U.S. Holder will have a tax basis in the shares of Sinclair Class A common stock received in the merger equal to the fair market value of such shares as of the effective time of the merger. A U.S. Holder's holding period for shares of Sinclair Class A common stock received in exchange for shares of Tribune common stock in the merger will begin on the date immediately following the date on which the merger closes. We refer to the date on which the merger closes as the "closing date."

        A Non-U.S. Holder (as defined in the section entitled "Material U.S. Federal Income Tax Consequences of the Merger—Non-U.S. Holders") generally will not be subject to U.S. federal income tax with respect to the exchange of shares of Tribune common stock for cash and shares of Sinclair Class A common stock in the merger unless such Non-U.S. Holder has certain connections to the United States as described in "Material U.S. Federal Income Tax Consequences of the Merger—Non-U.S. Holders." A Non-U.S. Holder may be subject to backup withholding with respect to payments made pursuant to the merger unless such Non-U.S. Holder certifies that it is not a U.S. person or otherwise establishes an exemption.

        Each Tribune shareholder should consult its own tax advisor to determine the particular tax consequences of the merger to such Tribune shareholder in light of such Tribune shareholder's particular circumstances.

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Interests of Tribune's Directors and Executive Officers in the Merger (Page 109)

        In considering the recommendation of the Tribune board that Tribune shareholders vote to adopt the merger agreement, you should be aware that some of Tribune's directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Tribune shareholders generally. Interests of directors and officers that may be different from or in addition to the interests of Tribune shareholders include, but are not limited to:

    certain outstanding equity awards granted to Tribune's executive officers and directors will be subject to accelerated vesting on the terms and conditions specified below, and converted in connection with the completion of the merger into the right to receive an amount in cash equal to the merger consideration. Certain restricted stock units in respect of Tribune common stock will be converted into cash-settled restricted stock units in respect of Sinclair common stock that will be subject to accelerated vesting upon certain terminations of employment, as describe below;

    Tribune is party to employment agreements with each of its executive officers (other than its interim Chief Executive Officer), which provide for severance payments and benefits in connection with a termination of employment by Tribune without cause or by the executive officer for good reason, as well as certain change in control enhancements and benefits in connection with such a termination following the completion of the merger, but, except as described below, their entitlements to severance benefits are not affected by the merger;

    certain Tribune employees (including the executive officers) and certain directors may be eligible to receive transaction or retention bonuses in connection with and following the completion of the merger, subject to their continued employment with Tribune (although, as of the date of this proxy statement, while the Company adopted this transaction and retention bonus program on April 24, 2017, no determinations have been made as to (i) whether any executive officer or director will receive an award or (ii) the amounts of any such potential awards); and

    Tribune's directors and executive officers are entitled to continued indemnification and insurance coverage under the merger agreement.

        These interests are discussed in more detail in the section entitled "Transaction Summary—Interests of Tribune's Directors and Executive Officers in the Merger" beginning on page 109 of this proxy statement/prospectus.

        The Tribune board was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated by the merger agreement and in recommending that the Tribune shareholders vote "FOR" the merger proposal.

Voting by Tribune's Directors and Executive Officers

        As of March 15, 2017, the directors and executive officers of Tribune beneficially owned, in the aggregate, 475,548 shares (or less than 1%) of Tribune Class A common stock and no shares of Tribune Class B common stock. The directors and executive officers of Tribune have informed Tribune that they currently intend to vote all of their shares of Tribune Class A common stock for all of the proposals to be voted on at the special meeting.

Appraisal Rights (Page 153)

        Tribune shareholders are entitled to appraisal rights under Section 262 of the DGCL, provided they follow procedures and satisfy the conditions set forth in Section 262 of the DGCL. See "Appraisal Rights." In addition, a copy of Section 262 of the DGCL is attached as Annex E to this proxy

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statement/prospectus. Failure to strictly comply with Section 262 of the DGCL may result in your waiver of, or inability to, exercise appraisal rights.

Comparison of Shareholder Rights (Page 174)

        The rights of the holders of Sinclair's Class A common stock are governed by Sinclair's current articles of incorporation and bylaws, as well as the Maryland General Corporation Law, which we refer to as the "MGCL." The rights of the Tribune shareholders are governed by Tribune's current certificate of incorporation and bylaws, as well as the DGCL. Upon closing of the transaction, the rights of the Tribune shareholders will be governed by Sinclair's articles of incorporation and bylaws, as well as the MGCL and will differ in some respects from their rights under Tribune's certificate of incorporation and bylaws and the DGCL. For more information regarding a comparison of such rights, see "Comparison of Shareholder Rights" on page 174.

Risk Factors (Page 35)

        You should consider all the information contained in or incorporated by reference into this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus.

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF SINCLAIR

        The following table sets forth Sinclair's selected consolidated historical financial data as of the dates and for the periods indicated. The selected consolidated historical financial data as of March 31, 2017 and for the three months ended March 31, 2017 and March 31, 2016 have been derived from Sinclair's unaudited condensed consolidated financial statements and related notes which are incorporated herein by reference. The data as of March 31, 2017 and for the three months ended March 31, 2017 and March 31, 2016, in the opinion of Sinclair's management include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the unaudited interim periods. The selected consolidated historical financial data as of December 31, 2016 and December 31, 2015 and for each of the years ended December 31, 2016, December 31, 2015 and December 31, 2014 have been derived from Sinclair's audited consolidated financial statements and related notes which are incorporated herein by reference. The selected consolidated historical financial data as of December 31, 2014, December 31, 2013, December 31, 2012 and for the years ended December 31, 2013 and December 31, 2012 have been derived from Sinclair's audited consolidated financial statements and related notes not required to be incorporated by reference herein. The selected consolidated historical financial data are qualified in their entirety by, and should be read in conjunction with, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Sinclair's audited consolidated financial statements and unaudited condensed consolidated financial statements and the related notes thereto included in Sinclair's Annual Report on Form 10-K for the year ended December 31, 2016 and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017, respectively, each of which is incorporated herein by reference. See "Where You Can Find More Information" beginning on page 186. Sinclair's consolidated historical financial data may not be indicative of the future performance of Sinclair.

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STATEMENTS OF OPERATIONS DATA
(In thousands, except per share data)

 
  For the three
months ended
March 31,
  For the year ended December 31,  
 
  2017   2016   2016   2015   2014   2013   2012  

Statement of Operations Data:

                                           

Net revenues

    649,935     578,889     2,736,949     2,219,136     1,976,558     1,363,131     1,061,679  

Direct operating expenses(a)

   
312,419
   
272,262
   
1,197,923
   
951,022
   
793,032
   
544,920
   
398,318
 

Selling, general and administrative expenses(b)

    146,454     137,451     579,230     508,410     441,633     304,420     206,019  

Depreciation and amortization(c)

    69,535     67,800     282,324     264,887     228,787     141,374     85,172  

Other non-media expenses

    17,245     17,697     80,648     71,803     55,615     45,005     42,892  

(Gain) loss on asset dispositions

    (53,347 )   (2,660 )   (6,029 )   278     (37,160 )   3,392     (7 )

Operating income

    157,629     86,339     602,853     422,736     494,651     324,020     329,285  

Interest expense and amortization of debt discount and deferred financing costs

    (57,318 )   (49,415 )   (211,143 )   (191,447 )   (174,862 )   (162,937 )   (128,553 )

Loss from extinguishment of debt

    (1,404 )       (23,699 )       (14,553 )   (58,421 )   (335 )

Other income, net

    375     885     4,879     2,504     7,311     2,846     11,943  

Income from continuing operations before income taxes

    99,282     37,809     372,890     233,793     312,547     105,508     212,340  

Income tax provision

    (28,579 )   (12,180 )   (122,128 )   (57,694 )   (97,432 )   (41,249 )   (67,582 )

Income from continuing operations

    70,703     25,629     250,762     176,099     215,155     64,259     144,488  

Discontinued operations:

                                           

Income from discontinued operations, net of related income taxes

                        11,558     465  

Net income

    70,703     25,629     250,762     176,099     215,115     75,817     144,953  

Net income attributable to noncontrolling interests

    (13,501 )   (1,489 )   (5,461 )   (4,575 )   (2,836 )   (2,349 )   (287 )

Net income attributable to Sinclair Broadcast Group

  $ 57,202   $ 24,140   $ 245,301   $ 171,524   $ 212,279   $ 73,468   $ 144,666  

Earnings Per Common Share Attributable to Sinclair Broadcast Group:

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Basic earnings per share from continuing operations

  $ 0.62   $ 0.25     2.62     1.81     2.19     0.66     1.78  

Basic earnings per share

  $ 0.62   $ 0.25     2.62     1.81     2.19     0.79     1.79  

Diluted earnings per share from continuing operations

  $ 0.61   $ 0.25     2.60     1.79     2.17     0.66     1.78  

Diluted earnings per share

  $ 0.61   $ 0.25     2.60     1.79     2.17     0.78     1.78  

Dividends declared per share

  $ 0.18   $ 0.165     0.71     0.66     0.63     0.60     1.54  

 

 
   
   
  As of December 31,  
 
  As of
March 31,
2017
  As of
March 31,
2016
 
 
  2016   2015   2014   2013   2012  

Balance Sheet Data:

                                           

Cash and cash equivalents

  $ 815,700   $ 141,524   $ 259,984   $ 149,972   $ 17,682   $ 280,104   $ 22,865  

Total assets

  $ 6,317,323   $ 5,747,198   $ 5,963,168   $ 5,432,315   $ 5,410,328   $ 4,103,417   $ 2,690,768  

Total debt(d)

  $ 4,084,030   $ 4,187,106   $ 4,203,848   $ 3,854,360   $ 3,886,872   $ 2,989,985   $ 2,234,450  

Total equity (deficit)

  $ 1,096,899   $ 519,898   $ 557,936   $ 499,678   $ 405,343   $ 405,704   $ (100,053 )

(a)
Direct operating expenses includes media production expenses, expenses recognized from station barter arrangements, and amortization of program contract costs and net realizable value adjustments.

(b)
Selling, general, and administrative expenses includes media selling, general, and administrative expenses, corporate general and administrative expenses, and research and development expenses.

(c)
Depreciation and amortization includes depreciation and amortization of property and equipment and amortization of definite-lived intangible assets and other assets.

(d)
Total debt is defined as notes payable, capital leases and commercial bank financing, including the current and long-term portions.

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF TRIBUNE

        The following table sets forth Tribune's selected consolidated historical financial data as of the dates and for the periods indicated and reflects the January 31, 2017 sale of Tribune's equity interest in substantially all of its digital and data business operations and the August 4, 2014 spin-off of the assets and certain liabilities of the businesses primarily related to Tribune's principal publishing operations, other than certain real estate and other assets. The selected consolidated historical financial data as of March 31, 2017 and for the three months ended March 31, 2017 and March 31, 2016 have been derived from Tribune's unaudited condensed consolidated financial statements and related notes, which are incorporated herein by reference. The data for the three months ended March 31, 2017 and March 31, 2016, in the opinion of Tribune's management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the unaudited interim periods. The selected consolidated historical financial data as of December 31, 2016 and December 31, 2015 and for each of the years ended December 31, 2016, December 31, 2015 and December 28, 2014 have been derived from Tribune's audited consolidated financial statements and related notes which are incorporated herein by reference. The selected consolidated historical financial data as of December 28, 2014, December 29, 2013, December 31, 2012 and December 30, 2012 and for the years ended December 29, 2013 and December 30, 2012 and for December 31, 2012 have been derived from Tribune's audited consolidated financial statements and related notes not incorporated by reference herein. The selected consolidated historical financial data are qualified in their entirety by, and should be read in conjunction with, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Tribune's audited consolidated financial statements and unaudited condensed consolidated financial statements and the related notes thereto included in Tribune's Annual Report on Form 10-K for the year ended December 31, 2016 and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017, respectively, each of which is incorporated herein by reference. See "Where You Can Find More Information" beginning on page 186. Tribune's consolidated historical financial data may not be indicative of the future performance of Tribune or Sinclair.

        In connection with its emergence from bankruptcy on December 31, 2012, Tribune and its business operations as conducted on or prior to December 30, 2012 are referred to collectively as the "Predecessor" and Tribune and its business operations as conducted on or subsequent to December 31, 2012 are referred to collectively as the "Successor." For a discussion of the distinction between Predecessor and Successor, see Note 3 to Tribune's audited consolidated financial statements included

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in its Annual Report on Form 10-K for the year ended December 31, 2016, which is incorporated by reference herein.

 
  Successor    
  Predecessor  
 
   
 
 
  As of and for the
three months ended
   
   
   
   
   
  As of
and for
   
 
 
  As of and for the year ended    
  As of and
for the
year ended
 
 
   
 
 
  March 31,
2017
  March 31,
2016
  Dec. 31,
2016
  Dec.31,
2015
  Dec.28,
2014
  Dec. 29,
2013
   
  Dec. 31,
2012(1)
 
(in thousands, except per share data)
   
  Dec. 30, 2012  
   
 

Statement of Operations Data:

                                                     

Operating Revenues

  $ 439,910   $ 468,472   $ 1,947,930   $ 1,801,967   $ 1,780,625   $ 1,075,407       $   $ 1,148,335  

Operating (Loss) Profit(2)

  $ (15,232 ) $ 29,992   $ 433,574   $ (269,335 ) $ 304,824   $ 184,705       $   $ 226,538  

(Loss) Income from Continuing Operations(2)

  $ (101,212 ) $ 15,102   $ 87,040   $ (315,337 ) $ 476,619   $ 165,030       $ 7,085,277   $ 259,178  

(Loss) Earnings Per Share from Continuing Operations Attributable to Common Shareholders(3)

                                                     

Basic

  $ (1.17 ) $ 0.16   $ 0.96   $ (3.33 ) $ 4.76   $ 1.65                  

Diluted

  $ (1.17 ) $ 0.16   $ 0.96   $ (3.33 ) $ 4.75   $ 1.65                  

Regular dividends declared per common share

  $ 0.25   $ 0.25   $ 1.00   $ 0.75   $   $                  

Special dividends declared per common share

 
$

5.77
 
$

 
$

 
$

6.73
 
$

 
$

                 

BALANCE SHEET DATA:

   
 
   
 
   
 
   
 
   
 
   
 
       
 
   
 
 

Total Assets(4)

  $ 8,151,981   $ 9,573,522   $ 9,401,051   $ 9,708,863   $ 11,326,102   $ 11,391,966       $ 8,668,829   $ 6,351,036  

Total Non-Current Liabilities(4)

  $ 4,697,092   $ 5,288,632   $ 5,304,515   $ 5,336,341   $ 5,457,478   $ 5,679,678       $ 3,305,084   $ 716,724  

(1)
Operating results for December 31, 2012 include only (i) reorganization adjustments which resulted in a net gain of $4.739 billion before taxes ($4.543 billion after taxes), including a $5 million gain ($9 million loss after taxes) recorded in (loss) income from discontinued operations, net of taxes; and (ii) fresh-start reporting adjustments which resulted in a net loss of $3.372 billion before taxes ($2.567 billion after taxes, including a gain of $22 million ($34 million after taxes) reflected in (loss) income from discontinued operations, net of taxes). See Note 3 to Tribune's audited consolidated financial statements for the fiscal year ended December 31, 2016 for further information.

(2)
Consolidated operating income (loss) and income (loss) from continuing operations for the years ended December 31, 2016 and December 31, 2015 include impairment charges of $3 million and $385 million, respectively, related to goodwill and other intangible assets. See Note 7 to Tribune's audited consolidated financial statements for the fiscal year ended December 31, 2016 for additional information.

(3)
See Note 17 to Tribune's audited consolidated financial statements for the fiscal year ended December 31, 2016 for a description of Tribune's computation of basic and diluted earnings per share attributable to the Tribune shareholders.

(4)
Balances have been reclassified to present debt issuance costs as a direct deduction from the carrying amount of an associated debt liability in accordance with ASU 2015-03. See Note 1 to Tribune's audited consolidated financial statements for the fiscal year ended December 31, 2016 for additional information.

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

        The following summary unaudited pro forma condensed combined financial information gives effect to the merger. The selected unaudited pro forma combined statement of operations data for the year ended December 31, 2016 and the three months ended March 31, 2017, gives effect to the merger as if it had occurred on January 1, 2016. The selected unaudited pro forma combined balance sheet data as of March 31, 2017 gives effect to the merger as if it had occurred on March 31, 2017. See "Unaudited Pro Forma Condensed Combined Financial Information" beginning on page 158.

        The summary unaudited pro forma financial information for the merger has been developed from, and should be read in conjunction with, the Sinclair and Tribune unaudited interim condensed consolidated financial statements contained in the Sinclair and Tribune Quarterly Reports on Form 10-Q for the three months ended March 31, 2017, respectively, and the Sinclair and Tribune audited consolidated financial statements contained in the Sinclair and Tribune Annual Reports on Form 10-K for the year ended December 31, 2016, respectively, each of which is incorporated by reference into this proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 186.

        The pro forma adjustments give effect to events that are (1) directly attributable to the merger, (2) factually supportable and (3) with respect to the pro forma statement of operations data, expected to have a continuing impact on the results of Sinclair after the closing of the transaction. In order to obtain approval of the transaction from the FCC and/or under the HSR Act, Sinclair and/or Tribune may be required to divest certain stations that they currently own. An estimated result of these divestitures has not been reflected in the pro forma adjustments. However, the issuance of debt required to fund the transaction has been reflected in the pro forma adjustments.

        The summary unaudited pro forma financial information was prepared using the acquisition method of accounting with Sinclair treated as the accounting acquirer and therefore, the historical basis of Sinclair's assets and liabilities is not affected by the transaction. For purposes of developing the pro forma financial information, the acquired Tribune assets, including identifiable intangible assets, and liabilities assumed have been recorded at their estimated fair values with the excess purchase price assigned to goodwill. The estimated fair values assigned in this summary unaudited pro forma financial information are preliminary and represent Sinclair's current best estimate of fair value and are subject to revision. The summary unaudited pro forma financial information is provided for informational purposes only and is based on available information and assumptions that Sinclair believes are reasonable. It does not purport to represent what the actual consolidated results of operations or the consolidated financial position of Sinclair would have been had the transaction occurred on the dates indicated, nor is it necessarily indicative of future consolidated results of operations or consolidated financial position. The actual financial position and results of operations will differ, perhaps significantly, from the pro forma amounts reflected herein due to a variety of factors, including access to additional information, changes in the preliminary estimated value of acquired assets and liabilities not currently identified and changes in operating results following the date of the pro forma financial information.

        The summary unaudited pro forma financial information does not reflect any cost savings, divestitures, or other synergies discussed in "Transaction Summary—Tribune's Reasons for the Transaction and Recommendation of the Tribune Board" beginning on page 66, that the management

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of Sinclair and Tribune believe could have been achieved had the transaction been completed on the dates assumed.

 
  For the Three
Months Ended
March 31, 2017
  For the Year
Ended
December 31,
2016
 

Pro Forma Statement of Operations Data (in thousands)

             

Net revenues

  $ 1,089,845   $ 4,684,879  

Operating income

    150,589     1,070,602  

Interest expense and amortization of debt discount and deferred financing costs

    (118,682 )   (456,600 )

Loss from extinguishment of debt

    (20,456 )   (23,699 )

(Loss) income from equity and cost method investments

    (87,541 )   136,062  

Other income

    6,875     8,375  

Total other expense

    (219,804 )   (335,862 )

(Loss) income before (provision) benefit for income taxes

    (69,215 )   734,740  

Net (loss) income to Sinclair

    (53,538 )   288,327  

Basic (loss) earnings per share from continuing operations

    (0.48 )   2.54  

Diluted (loss) earnings per share from continuing operations

    (0.48 )   2.52  

 

 
  As of
March 31, 2017
 

Pro Forma Balance Sheet Data (in thousands)

       

Total assets

  $ 15,342,544  

Total liabilities

  $ 13,527,924  

Total liabilities and stockholders' equity

  $ 15,342,544  

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COMPARATIVE PER SHARE DATA

        The following table presents selected historical per share information of Sinclair and Tribune as of and for the three month period ended March 31, 2017 and as of and for the year ended December 31, 2016. Also set forth below is information for Sinclair on an unaudited pro forma basis, calculated using the acquisition method of accounting, as if the transaction had been effective as of January 1, 2016, the first day of the year ended December 31, 2016, in the case of earnings per share, which we refer to as "pro forma combined" information.

        The historical per share information of Sinclair below is derived from the unaudited condensed consolidated financial statements for Sinclair as of, and for the three months ended, March 31, 2017 that are incorporated by reference into this proxy statement/prospectus from Sinclair's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 and from the audited consolidated financial statements of Sinclair as of, and for the year ended, December 31, 2016 that are incorporated by reference into this proxy statement/prospectus from Sinclair's Annual Report on Form 10-K for the year ended December 31, 2016.

        The historical per share information of Tribune below is derived from the unaudited condensed consolidated financial statements for Tribune as of, and for the three months ended, March 31, 2017 that are incorporated by reference into this proxy statement/prospectus from Tribune's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 and from the audited consolidated financial statements of Tribune as of, and for the year ended, December 31, 2016 that are incorporated by reference into this proxy statement/prospectus from Tribune's Annual Report on Form 10-K for the year ended December 31, 2016.

        The pro forma combined information presented below is calculated using the acquisition method of accounting, as if the transaction had been effective on January 1, 2016 in the case of earnings and dividends per share data and on March 31, 2017, in the case of book value per share data.

        The pro forma combined information is for illustrative purposes only and is not necessarily indicative of actual or future financial positions or results of operations that would have been realized if the transaction had been completed as of the dates indicated or will be realized upon the completion of the transaction.

        The Tribune equivalent per share information is calculated by multiplying the pro forma combined per share amounts for Sinclair after the closing of the transaction by 0.2300, which represents the ratio of shares of Sinclair Class A common stock to be received for each share of Tribune common stock in the merger. This calculation does not take into account the cash consideration to be received by holders of Tribune common stock in the merger.

        You should read the information in this section in conjunction with the "Summary Unaudited Pro Forma Condensed Combined Financial Information" beginning on page 28, with Sinclair's historical consolidated financial statements and related notes that Sinclair has previously filed with the SEC and which are incorporated in this joint proxy statement/prospectus by reference, and with Tribune's historical consolidated financial statements and related notes that Tribune has previously filed with the SEC and which are incorporated in this joint proxy statement/prospectus by reference. See

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"Incorporation of Certain Documents by Reference" beginning on page 184 and "Where You Can Find More Information" beginning on page 186.

 
  For the Period
Ended
March 31, 2017
  For the Year
Ended
December 31, 2016
 

Sinclair historical per share data:

             

Earnings per share

             

Basic

  $ 0.62   $ 2.62  

Diluted

  $ 0.61   $ 2.60  

Dividends declared per share

  $ 0.18   $ 0.71  

Book value per share at period end

  $ 10.69   $ 6.18  

 

 
  For the Period
Ended
March 31, 2017
  For the Year
Ended
December 31, 2016
 

Tribune historical per share data:

             

Earnings per share from continuing operations

             

Basic

  $ (1.17 ) $ 0.96  

Diluted

  $ (1.17 ) $ 0.96  

Dividends declared per share

  $ 0.25   $ 1.00  

Special dividends per share

  $ 5.77   $  

Book value per share at period end

  $ 34.04   $ 41.08  

 

 
  For the Period
Ended
March 31, 2017
  For the Year
Ended
December 31, 2016
 

Pro forma combined per share data:

             

Earnings per share

             

Basic

  $ (0.48 ) $ 2.54  

Diluted

  $ (0.48 ) $ 2.52  

Book value per share at period end

  $ 14.80     N/A  

Dividends declared per share

  $ 0.18   $ 0.71  

 

 
  For the Period
Ended
March 31, 2017
  For the Year
Ended
December 31, 2016
 

Tribune equivalent per share data:

             

Earnings per share from continuing operations

             

Basic

  $ (0.11 ) $ 0.58  

Diluted

  $ (0.11 ) $ 0.58  

Book value per share at period end

  $ 3.40     N/A  

Dividends declared per share

  $ 0.04   $ 0.16  

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Market Prices

        The following table sets forth the closing prices per share of the Sinclair Class A common stock, which trades on the NASDAQ under the symbol "SBGI," the Tribune Class A common stock (which is convertible at any time (subject to limitations in Tribune's certificate of incorporation) into Tribune Class B common stock), which trades on the NYSE under the symbol "TRCO," and the Tribune Class B common stock (which is convertible at any time (subject to limitations in Tribune's certificate of incorporation) into Tribune Class A common stock), quoted on the OTC Pink market under the symbol "TRBAB" on the following dates:

    May 5, 2017, the last full trading day before the announcement of the execution of the merger agreement; and

    [          ], 2017, the last full trading day for which this information could reasonably be calculated before the date of this proxy statement/prospectus.

There is no established trading market for the Class B Common Stock, par value $0.01, of Sinclair, which we refer to as the "Sinclair Class B common stock" (which is convertible at any time (subject to the limitations in Sinclair's articles of incorporation) into Sinclair Class A common stock).

 
  Sinclair Class A
common stock
  Tribune Class A
common stock
  Tribune Class B
common stock
 

May 5, 2017

  $ 36.95   $ 40.29   $ 33.21  

[        ], 2017

  $ [      ]   $ [      ]   $ [      ]  

        Tribune shareholders will not receive any merger consideration for their Tribune common stock until the merger is completed, which may be a substantial time period after the special meeting. In addition, the exchange ratio for determining the number of shares of Sinclair Class A common stock that the Tribune shareholders will receive in the merger is fixed at 0.2300 and, as such, the stock consideration will not be adjusted for changes in the market price of the Sinclair Class A common stock or the Tribune common stock. Therefore, the market value of the Sinclair Class A common stock that the Tribune shareholders will receive on the closing of the transaction will depend on the market value of the Sinclair Class A common stock immediately before the transaction is completed and could vary significantly from the market value on the date of the announcement of the merger agreement, the date that this proxy statement/prospectus was first mailed to Tribune shareholders or the date of the special meeting.

        The following table sets forth, for the periods indicated, the high and low sales prices per share of Sinclair Class A common stock, Tribune Class A common stock and Tribune Class B common stock as reported on the NASDAQ (in the case of Sinclair Class A common stock), the NYSE (in the case of

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Tribune Class A common stock) and the OTC Pink market (in the case of Tribune Class B common stock) and the regular dividends paid out during these periods.

 
  Sinclair Class A Common
Stock
  Tribune Class A Common
Stock
  Tribune Class B Common
Stock(1)
 
 
  High   Low   Dividends
Paid
  High   Low   Dividends
Paid
  High   Low   Dividends
Paid
 

2017 Calendar Year

                                                       

Third Calendar Quarter 2017 (through [        ], 2017)

  $ [      ]   $ [      ]   $ 0.18   $ [      ]   $ [      ]   $ 0.25   $ [      ]   $ [      ]   $ 0.25  

Second Calendar Quarter 2017 (through June 29, 2017)

    41.20     31.95     0.18     43.04     36.18     0.25     42.00     38.75     0.25  

First Calendar Quarter 2017(2)

    42.90     30.80     0.18     40.00     27.75     0.25     N/A     N/A     0.25  

2016 Calendar Year

                                                       

Fourth Calendar Quarter 2016

    34.90     30.80     0.18     36.94     29.75     0.25     N/A     N/A     0.25  

Third Calendar Quarter 2016

    29.33     28.67     0.18     40.13     34.44     0.25     N/A     N/A     0.25  

Second Calendar Quarter 2016

    31.70     30.87     0.18     40.72     36.47     0.25     N/A     N/A     0.25  

First Calendar Quarter 2016

    31.25     30.11     0.165     39.90     26.10     0.25     40.77     32.78     0.25  

2015 Calendar Year

                                                       

Fourth Calendar Quarter 2015

    35.89     24.80     0.165     42.23     33.26     0.25     42.61     37.84     0.25  

Third Calendar Quarter 2015

    30.23     24.04     0.165     55.75     34.29     0.25     53.54     37.84     0.25  

Second Calendar Quarter 2015(3)

    32.03     27.52     0.165     61.99     52.55     0.25     61.26     53.11     0.25  

First Calendar Quarter 2015

    32.43     24.20     0.165     70.37     53.82         66.50     57.00      

2014 Calendar Year

                                                       

Fourth Calendar Quarter 2014

    29.95     23.94     0.165     71.00     55.40         69.20     57.50      

Third Calendar Quarter 2014

    35.90     25.48     0.165     87.50     65.55         86.95     67.25      

Second Calendar Quarter 2014

    34.75     25.12     0.15     83.70     70.37         80.73     70.53      

First Calendar Quarter 2014

    36.74     24.42     0.15     79.35     66.40         77.79     69.86      

(1)
The prices above for Tribune Class B common stock for all periods are as reported by the OTC and may reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. No trading data was reported in the second, third and fourth quarter of 2016 and the first quarter of 2017.

(2)
On February 3, 2017, Tribune paid a special cash dividend of $5.77 to holders of record of Tribune Class A common stock, Tribune Class B common stock and warrants at the close of business on January 13, 2017.

(3)
On April 9, 2015, Tribune paid a special cash dividend of $6.73 to holders of record of Tribune Class A common stock, Tribune Class B common stock and warrants at the close of business on March 25, 2015.

Dividends

        Sinclair currently pays a quarterly dividend on shares of Sinclair Class A common stock and Sinclair Class B common stock and declared a quarterly dividend in May 2017, of $0.18 per share, paid on June 15, 2017, to holders of record at the close of business on June 1, 2017. Pursuant to the merger agreement, during the period before closing of the transaction, Sinclair is not permitted to declare, set aside or pay any dividend or make any other distribution in respect of its capital stock or other securities, except for payment of quarterly cash dividends not to exceed $0.18 per share and consistent with record and payment dates during the year preceding the merger agreement. Future cash dividends will be at the discretion of the Sinclair board and will be dependent upon then-existing conditions, including the financial condition and results of operations, contractual restrictions and business prospects of Sinclair after the closing of the transaction and other factors that the Sinclair board determines to consider.

        Tribune currently pays a quarterly dividend on shares of Tribune Class A common stock and Tribune Class B common stock and declared a quarterly dividend on May 10, 2017, of $0.25 per share,

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paid on June 6, 2017 to holders of record of Tribune Class A common stock, Tribune Class B common stock and warrants to purchase Tribune common stock at the close of business on May 22, 2017. Pursuant to the merger agreement, during the period before closing of the transaction, Tribune is not permitted to declare, set aside or pay any dividend or make any other distribution in respect of its capital stock or other securities, except for payment of quarterly cash dividends not to exceed $0.25 per share and consistent with record and payment dates during the year preceding the merger agreement.

        As of [            ], 2017, the last date prior to printing this proxy statement/prospectus for which it was practicable to obtain this information, there were approximately [            ] registered holders of Sinclair Class A common stock and [            ] registered holders of Sinclair Class B common stock, and there were approximately [            ] registered holders of Tribune Class A common stock and [            ] registered holders of Tribune Class B common stock.

        Past price performance is not necessarily indicative of likely future performance. Tribune shareholders are advised to obtain current market quotations for the Sinclair Class A common stock, Tribune Class A common stock and Tribune Class B common stock. The market price of Sinclair Class A common stock, Tribune Class A common stock and Tribune Class B common stock will fluctuate between the date of this proxy statement/prospectus and the closing of the transaction, which may be a substantial time period after the special meeting. No assurance can be given concerning the market price of either shares of Sinclair Class A common stock, Tribune Class A common stock or Tribune Class B common stock before the closing of the transaction.

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RISK FACTORS

        In addition to the other information included in, incorporated by reference in, or found in the Annexes attached to, this proxy statement/prospectus, including the matters addressed in "Cautionary Note Regarding Forward-Looking Statements" beginning on page 45, you should carefully consider the following risk factors in deciding whether to vote for the proposals to be considered at the special meeting. See "Where You Can Find More Information" beginning on page 186 and "Incorporation of Certain Documents by Reference" beginning on page 184 for more information about the documents incorporated by reference in this proxy statement/prospectus. Additional risks and uncertainties not presently known to Sinclair or Tribune or that are not currently believed to be important also may adversely affect the transaction and Sinclair following the transaction.

Risks Related to the Transaction

The number of shares of Sinclair Class A common stock that Tribune shareholders will receive in the merger is based on a fixed exchange ratio. Because the market price of the Sinclair Class A common stock will fluctuate, Tribune shareholders cannot be certain of the value of the merger consideration that Tribune shareholders will receive in the merger.

        Upon closing of the transaction, each outstanding share of Tribune common stock will be converted into the right to receive the cash consideration and the stock consideration. The exchange ratio for determining the number of shares of Sinclair Class A common stock that Tribune shareholders will receive in the merger is fixed and the stock consideration will not be adjusted for changes in the market price of the Sinclair Class A common stock or the Tribune common stock. Therefore, the market value of the Sinclair Class A common stock that Tribune shareholders will be entitled to receive on the closing of the transaction will depend on the market value of the Sinclair Class A common stock immediately before that transaction is completed and could vary significantly from the market value on May 8, 2017, the date of the announcement of the merger agreement, to the date that this proxy statement/prospectus was first mailed to Tribune shareholders or the date of the special meeting. The merger agreement does not provide for any adjustment to the stock consideration based on fluctuations of the per share price of the Sinclair Class A common stock or the Tribune Class A common stock or the value of the Tribune Class B common stock. In addition, the market value of the Sinclair Class A common stock will fluctuate after the closing of the transaction.

        Fluctuations in the share price of the Sinclair Class A common stock could result from changes in the business, operations or prospects of Sinclair or Tribune prior to the closing of the transaction or Sinclair following the closing of the transaction, regulatory considerations, general market and economic conditions and other factors both within and beyond the control of Sinclair or Tribune.

The transaction is subject to certain conditions, including conditions that may not be satisfied or completed on a timely basis, if at all.

        Consummation of the transaction is subject to certain closing conditions which make the closing and timing of the transaction uncertain. The conditions include, among others, the obtaining of the requisite approval by the Tribune shareholders (as described in this proxy statement/prospectus), the FCC consent, the expiration or termination of the waiting period under the HSR Act, the absence of any legal impediments preventing the consummation of the transaction, the effectiveness of the registration statement to which this proxy statement/prospectus relates that registers the shares of Sinclair Class A common stock to be issued in connection with the transaction (and the absence of any stop order suspending such effectiveness) and the listing of such shares on the NASDAQ. Failure to obtain clearance under the HSR Act or from the FCC would prevent us from consummating the proposed transactions. See "The Agreements—Description of the Merger Agreement—Conditions to the Transaction" beginning on page 149.

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        Under the merger agreement, Sinclair and Tribune each agreed, subject to the terms of the merger agreement, to use its reasonable best efforts, to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to complete the merger and the other transactions contemplated by the merger agreement as promptly as reasonably practicable.

        Sinclair also agreed, subject to the terms of the agreement, to use reasonable best efforts to take all actions to avoid or eliminate any impediment that may be asserted by a governmental authority with respect to the transactions so as to enable the closing to occur as soon as reasonably practicable, including taking certain actions, each referred to as an "approval action," to obtain regulatory approval.

        In that connection, Sinclair agreed to divest one or more television stations in certain specified markets as necessary to comply with the FCC's Local Television Multiple Ownership Rule (47 C.F.R. § 73.3555(b)), which we refer to as the "FCC duopoly rule," or to obtain clearance under the HSR Act, in each case as required by the applicable governmental authority in order to obtain approval of and consummate the transactions. Sinclair is required to designate either a Tribune station or Tribune stations or a Sinclair station or Sinclair stations for divestiture in each market, as required by and subject to approval by the relevant governmental authority. Sinclair has also agreed to designate, at its option, certain additional Tribune stations or Sinclair stations for divestiture and to divest such stations in order to comply with the FCC's National Television Multiple Ownership Rule (47 C.F.R. § 73.3555(e)), which we refer to as the "FCC national cap," as required by the FCC in order to obtain approval of and consummate the transactions.

        However, the merger agreement does not (i) require Sinclair or Tribune or any of their respective subsidiaries to take, or agree to take, any regulatory action, unless such action will be conditioned upon the consummation of the merger and the transaction contemplated by the merger agreement, (ii) permit Tribune or any of its subsidiaries to agree, consent to or approve (without the prior consent of Sinclair, which need only be granted to the extent otherwise required under the merger agreement) any approval action or (iii) require Sinclair or any of its subsidiaries to agree to take or consent to the taking of any approval action other than divestitures described in the prior paragraph and other approval actions (not involving the divestitures of stations or the modification or termination of any local marketing, joint sales, shared services or similar contract or related option agreements) that would not reasonably be expected to result in a material adverse effect on the business, financial condition or results of operations of Sinclair and its subsidiaries, taken as a whole (including, after the closing, Tribune and its subsidiaries), which we refer to as an "approval material adverse effect."

        Moreover, Sinclair and Tribune have also agreed that in the event that the UHF discount, which was reinstated in the Order on Reconsideration adopted by the FCC on April 20, 2017, which we refer to as the "Order on Reconsideration," (and published in the Federal Register on May 5, 2017), In the Matter of Amendment of Section 73.3555(e) of the Commission's Rules, National Television Multiple Ownership Rule, which we refer to as the "UHF discount," is repealed, stayed, rendered inapplicable or otherwise not in full force and effect as of the closing (unless the FCC national cap has been increased or otherwise modified so that the impact of the FCC national cap is no less favorable to Sinclair and its subsidiaries than the impact of the national cap as in effect as of May 8, 2017 giving effect to the UHF discount), then the approval actions that would be required to be taken to obtain the FCC consent to the transactions would, in the aggregate, be deemed to reasonably be expected to result in an approval material adverse effect, and neither Sinclair nor any of its subsidiaries will be required to take or agree or consent to or approve such approval actions. A petition for judicial review of the Order on Reconsideration adopted by the FCC on April 20, 2017 (and published in the Federal Register on May 5, 2017), In the Matter of Amendment of Section 73.3555(e) of the Commission's Rules, National Television Multiple Ownership Rule, was filed on May 12, 2017. On May 26, 2017, the petitioners in that case filed an emergency motion at the D.C. Circuit Court of Appeals seeking a stay of the Order on Reconsideration pending judicial review. On June 1, 2017, the D.C. Circuit Court of

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Appeals entered an administrative stay of the Order on Reconsideration, which was to take effect on June 5, 2017, pending its review of the emergency stay motion. On June 15, 2017, the D.C. Circuit Court of Appeals issued an order dissolving the administrative stay and denying the emergency stay motion. The Order on Reconsideration became effective immediately upon release of the court's order, as a result of which the UHF discount remains in effect.

        In addition, under the merger agreement, Sinclair and Tribune agreed that if the FCC precludes Sinclair or any of its subsidiaries from holding a customary option to acquire any station to be divested to comply with the FCC national cap, the divestiture would be deemed to reasonably be expected to result in an approval material adverse effect and neither Sinclair nor any of its subsidiaries will be required to divest or agree or consent to divest Tribune stations or Sinclair stations to comply with the FCC national cap.

        There can be no assurance that the actions Sinclair is required to take under the merger agreement, to obtain the governmental approvals and consents necessary to complete the merger, will be sufficient to obtain such approvals and consents or that the divestitures contemplated by the merger agreement to obtain necessary governmental approvals and consents will be completed. As such, there can be no assurance these approvals and consents will be obtained. Failure to obtain the necessary governmental approvals and consents would prevent the parties from consummating the proposed transactions.

The merger agreement contains provisions that restrict Tribune's ability to pursue alternatives to the transaction, and, in specified circumstances, could require Tribune to pay Sinclair a termination fee.

        Under the merger agreement, Tribune is restricted, subject to certain exceptions, from soliciting, initiating, knowingly facilitating or knowingly encouraging, participating in any discussions or negotiations or furnishing non-public information with regard to any inquiry, proposal or offer for an alternative business combination transaction from any person.

        Tribune may terminate the merger agreement and enter into an agreement with respect to a superior proposal only if specified conditions have been satisfied, including a determination by the Tribune board (after consultation with outside financial advisors and outside legal counsel) that such proposal (a) is more favorable to Tribune shareholders than the merger from a financial point of view after taking into account all factors that the Tribune board deems relevant and (b) is reasonably expected to be consummated on the terms thereof. A termination in this instance would result in Tribune being required to pay Sinclair a termination fee of $135.5 million. If the merger agreement is terminated because the merger proposal is not approved at the special meeting, the amount of the termination fee payable by Tribune will be equal to the sum of $38.5 million plus Sinclair's costs and expenses, not to exceed $10 million which we refer to collectively as the "Sinclair expenses." If the merger agreement is terminated (i) by either Tribune or Sinclair because the merger has not occurred by the end date or because the merger proposal is not approved at the special meeting or (ii) by Sinclair in respect of a willful breach of Tribune's covenants or agreements that would give rise to the failure of a closing condition that is incapable of being cured within the time periods prescribed by the merger agreement, and a proposal regarding an alternative business combination has been made to Tribune and publicly announced and not withdrawn prior to the termination or the date of the special meeting, as applicable, and within twelve months after termination of the merger agreement, Tribune enters into a definitive agreement with respect to an alternative business combination (and subsequently consummates such transaction) or consummates a transaction with respect to an alternative business combination, Tribune will pay Sinclair $135.5 million less the Sinclair expenses paid.

        These provisions could discourage a third party that may have an interest in acquiring all or a significant part of Tribune from making an alternative acquisition proposal to Tribune, even if such third party were prepared to pay consideration with a higher value than the value of the transaction. If

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the Tribune shareholders approve the merger proposal at the special meeting, Tribune will be restricted under the terms of the merger agreement (without exception) from having any discussions or negotiations with any third party that may have an interest in entering into an alternative business combination transaction with Tribune. See "The Agreements—Description of the Merger Agreement—Restrictions on Tribune's Solicitation of Acquisition Proposals" beginning on page 137 and "The Agreements—Description of the Merger Agreement—Termination Fee" beginning on page 150.

        In addition, the Oaktree shareholders holding approximately 16.3% of the outstanding shares of Tribune common stock as of May 4, 2017 have agreed to vote in favor of the merger proposal and the other transactions contemplated by the merger agreement and to vote against any other acquisition proposals and certain other actions and transactions. These provisions could discourage a third party that may have an interest in entering into an alternative business combination transaction with Tribune from making an alternative acquisition proposal to Tribune.

Uncertainties associated with the transaction may cause employees to leave Sinclair or Tribune and may otherwise affect the future business and operations of Sinclair after the transaction.

        Sinclair's success after the transaction will depend in part upon its ability to retain key employees of Sinclair and Tribune. Prior to and following the closing of the transaction, current and prospective employees of Sinclair and Tribune may experience uncertainty about their future roles with Sinclair and choose to pursue other opportunities, which could have an adverse effect on Sinclair after the transaction. If key employees depart, the integration of Tribune with Sinclair may be more difficult and Sinclair's business following the closing of the transaction may be adversely affected.

Sinclair will incur substantial additional indebtedness to finance the transaction which could significantly impact the operation of Sinclair after the closing of the transaction and adversely affect the holders of Sinclair common stock.

        If the transaction is completed, Sinclair will incur substantial additional indebtedness to, among other things, fund the cash consideration of approximately $3.10 billion to be paid to Tribune shareholders in the merger and to pay transaction-related costs, fees and expenses. The new indebtedness will take the form of (i) a seven-year senior secured incremental term loan B facility of up to $4.847 billion (which will be reduced to $3.747 billion as a result of the consent solicitation referred to below), (ii) a bridge facility, convertible into a nine-year extended term loan, for purposes of financing a portion of the cash consideration payable under the terms of the merger agreement and to pay or redeem certain indebtedness of Tribune and its subsidiaries and (iii) the syndication of an incremental revolving credit loan facility commitment of up to $225 million. In addition, with the receipt of the requisite consents in the consent solicitation described in "Transaction Summary—Financing of the Transaction," the Tribune notes in the aggregate principal amount of $1.100 billion are expected to remain outstanding after the closing of the transaction and will become indebtedness of STG, Sinclair's wholly-owned subsidiary. Various economic and other terms of the debt financing are subject to change during syndication. Sinclair is expected to have a significant amount of indebtedness after the closing of the transaction that may have important consequences, including:

    making it more difficult for Sinclair to satisfy its obligations, which may in turn result in an event of default;

    impairing Sinclair's ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes;

    diminishing Sinclair's ability to withstand a downturn in its business, the industries in which it operates, or the economy generally and to react to general economic and industry conditions;

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    limiting the flexibility in planning for, or reacting to, changes in Sinclair's business and the industries in which it operates; and

    placing Sinclair at a competitive disadvantage compared to certain competitors that may have proportionately less debt.

Despite the current debt levels, and the debt levels anticipated following the transaction, Sinclair may be able to incur significantly more debt in the future, which could increase the foregoing risks related to Sinclair's indebtedness after the closing of the transaction.

The agreements governing Sinclair's debt after the closing of the transaction will contain various covenants that limit management's discretion in the operation of our business.

        The credit agreement and indentures that will govern the indebtedness of Sinclair after the closing of the transaction will contain various covenants that restrict Sinclair's ability to, among other things:

    incur additional debt and issue preferred stock;

    pay dividends and make other distributions;

    make investments and other restricted payments;

    make acquisitions;

    merge, consolidate or transfer all or substantially all of our assets;

    enter into sale and leaseback transactions;

    create liens;

    sell assets or stock of our subsidiaries; and

    enter into transactions with affiliates.

As a result of these restrictions, management's ability to operate Sinclair's business after the closing of the transaction may be limited, and Sinclair may be unable to compete effectively, pursue acquisitions or take advantage of new business opportunities, any of which may harm Sinclair's business. If Sinclair after the closing of the transaction fails to comply with the restrictions in present or future financing agreements, a default may occur. A default may allow creditors to accelerate the related debt as well as any other debt to which a cross-acceleration or cross-default provision applies. A default may also allow creditors to foreclose on any collateral securing such debt.

Sinclair and Tribune may be required to divest television stations in certain markets in order to obtain approvals and consents from governmental authorities and will not be able to realize the full benefit of the divested assets.

        Sinclair's and Tribune's obligations to complete the transaction are subject to obtaining receipt of the FCC consent and the expiration or termination of the waiting period under the HSR Act. Sinclair and Tribune both own television stations in certain television markets across the United States.

        Under the merger agreement, Sinclair and Tribune each agreed, subject to the terms of the merger agreement, to use its reasonable best efforts, to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to complete the merger and the other transactions contemplated by the merger agreement as promptly as reasonably practicable.

        Sinclair also agreed, subject to the terms of the merger agreement, to use reasonable best efforts to take all actions to avoid or eliminate any impediment that may be asserted by a governmental authority with respect to the transactions so as to enable the closing to occur as soon as reasonably

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practicable, including taking certain actions, each referred to as an "approval action," to obtain regulatory approval.

        In that connection, Sinclair agreed to divest one or more television stations in certain specified markets as necessary to comply with the FCC duopoly rule or to obtain clearance under the HSR Act, in each case as required by the applicable governmental authority in order to obtain approval of and consummate the transactions. Sinclair is required to designate either a Tribune station or Tribune stations or a Sinclair station or Sinclair stations for divestiture in each market, as required by and subject to approval by the relevant governmental authority. Sinclair has also agreed to designate, at its option, certain additional Tribune stations or Sinclair stations for divestiture and to divest such stations in order to comply with the FCC national cap, as required by the FCC in order to obtain approval of and consummate the transactions.

        The number of stations that the regulatory authorities may require be divested cannot be predicted. If stations are divested or divested on unfavorable terms, Sinclair will not be able to realize the full benefit of the divested assets.

Failure to complete the transaction may negatively impact the share price and the future business and financial results of each of Sinclair and Tribune.

        The merger agreement provides that either Sinclair or Tribune may terminate the merger agreement if the transaction is not consummated on or before May 8, 2018, subject to an automatic extension to August 8, 2018 in certain circumstances, if the only outstanding unfulfilled conditions relate to HSR approval or FCC approval. In addition, the merger agreement contains certain termination rights for both Tribune and Sinclair including, among others, by Tribune, in the event the Tribune board, prior to the special meeting, determines to enter into a definitive agreement with respect to a superior proposal for Tribune. Upon termination of the merger agreement under specific circumstances, Tribune would be required to pay Sinclair a termination fee not to exceed $135.5 million.

        If the transaction is not completed, the price of Sinclair Class A common stock and the price of the Tribune Class A common stock and the value of the Sinclair Class B common stock and Tribune Class B common stock may decline to the extent that the current market price or value reflects a market assumption that the transaction will be completed and that the related benefits will be realized, or a market perception that the transaction was not consummated due to an adverse change in the business of Sinclair or Tribune.

        If the transaction is not completed on a timely basis, Sinclair's and Tribune's ongoing businesses may be adversely affected. If the transaction is not completed at all, Sinclair and Tribune will be subject to a number of risks, including the following:

    being required to pay costs and expenses relating to the transaction, such as legal, accounting, financial advisory and printing fees, whether or not the transaction is completed; and

    time and resources committed by each company's management to matters relating to the transaction that could otherwise have been devoted to pursuing other beneficial opportunities.

Sinclair's results of operations and financial condition following the closing of the transaction may materially differ from the pro forma information presented in this proxy statement/prospectus.

        The pro forma financial information included in this proxy statement/prospectus is derived from the historical consolidated financial statements of Sinclair and Tribune, as well as from certain internal, unaudited financial information. The preparation of this pro forma information is based upon available information and certain assumptions and estimates that Sinclair and Tribune believe are reasonable. However, this pro forma information may be materially different from what Sinclair's actual results of

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operations and financial condition would have been had the transaction occurred during the periods presented or what Sinclair's results of operations and financial position will be after the consummation of the transaction. In particular, the assumptions used in preparing the pro forma financial information may not be correct, expected synergies, which are not reflected in the pro forma information, may not be realized, and other factors may affect Sinclair's financial condition and results of operations following the closing of the transaction.

The integration of Sinclair and Tribune following the closing of the transaction will present challenges that may reduce the anticipated potential benefits of the transaction.

        Sinclair and Tribune will face challenges in consolidating functions and integrating the two companies' organizations, procedures and operations in a timely and efficient manner, as well as retaining key personnel. The integration of Sinclair and Tribune will be complex and time-consuming due to the locations of their corporate headquarters and the size and complexity of each company. The principal challenges will include the following, among others:

    integrating Sinclair's and Tribune's existing businesses, including with respect to Sinclair's and Tribune's ongoing integration of previous acquisitions;

    preserving significant business relationships;

    integrating information systems and internal controls over accounting and financial reporting;

    consolidating corporate and administrative functions;

    conforming standards, controls, procedures and policies, business cultures and compensation structures between Sinclair and Tribune; and

    retaining key employees.

        The management of Sinclair after the closing of the transaction will have to dedicate substantial effort to integrating the businesses of Sinclair and Tribune during the integration process. These efforts may divert management's focus and resources from Sinclair's business, corporate initiatives or strategic opportunities. If Sinclair after the closing of the transaction is unable to integrate Sinclair's and Tribune's organizations, procedures and operations in a timely and efficient manner, or at all, the anticipated benefits and cost savings of the transaction may not be realized fully, or at all, or may take longer to realize than expected, and the value of Sinclair's common stock may be affected adversely. An inability to realize the full extent of the anticipated benefits of the transaction, as well as any delays encountered in the integration process, may also have an adverse effect upon the revenues, level of expenses and operating results of Sinclair after the closing of the transaction.

Sinclair and Tribune will incur significant transaction and merger-related integration costs in connection with the transaction.

        Sinclair and Tribune expect to pay significant transaction costs in connection with the transaction. These transaction costs include legal, accounting and financial advisory fees and expenses, expenses associated with the new indebtedness that will be incurred in connection with the transaction, SEC filing fees, printing expenses, mailing expenses and other related charges. A portion of the transaction costs will be incurred regardless of whether the transaction is consummated.

        In accordance with the merger agreement, Sinclair and Tribune will each generally pay their own costs and expenses in connection with the transaction, except that each is obligated to pay 50% of the FCC and HSR Act filing fees relating to the transaction, whether or not the transaction is consummated, and Tribune must pay Sinclair's expenses, in an amount not to exceed $10 million if Sinclair or Tribune terminates the merger agreement due to a failure to approve the merger proposal at the special meeting. Sinclair after the closing of the transaction may also incur costs associated with

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integrating the operations of the two companies, and these costs may be significant and may have an adverse effect on Sinclair's future operating results if the anticipated cost savings from the transaction are not achieved. Although Sinclair and Tribune expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, should allow Sinclair to offset these incremental expenses over time, the net benefit may not be achieved in the near term, or at all.

While the transaction is pending, Sinclair and Tribune will be subject to business uncertainties, as well as contractual restrictions under the merger agreement that may have an adverse effect on the businesses of Sinclair and Tribune.

        Uncertainty about the effect of the transaction on Sinclair's and Tribune's employees and business relationships may have an adverse effect on Sinclair and Tribune and, consequently, on Sinclair following the closing of the transaction. These uncertainties may impair each of Sinclair's and Tribune's ability to retain and motivate key personnel until and after the closing of the transaction and may cause third parties who deal with Sinclair and Tribune to seek to change existing business relationships with Sinclair and Tribune. If key employees depart or if third parties seek to change business relationships with Sinclair and Tribune, Sinclair's business following the closing of the transaction may be adversely affected.

        In addition, the merger agreement restricts Sinclair and Tribune, without the other party's consent, from making certain acquisitions and taking other specified actions until the transaction closes or the merger agreement terminates. These restrictions may prevent Sinclair and Tribune from pursuing otherwise attractive business opportunities that may arise prior to the closing of the transaction or termination of the merger agreement, and from making other changes during that interim period to the businesses of Sinclair and Tribune.

Uncertainty regarding the merger could cause business partners, customers and other counterparties to delay or defer decisions concerning Sinclair and Tribune that could adversely affect each company.

        The merger will occur only if stated conditions are met, many of which are outside the control of Sinclair and Tribune. In addition, both parties have rights to terminate the merger agreement under specified circumstances. Accordingly, there may be uncertainty regarding the consummation of the merger. This uncertainty may cause business partners, customers and other counterparties to delay or defer decisions concerning Sinclair's and Tribune's businesses, which could negatively affect their respective businesses, results of operations and financial conditions. Business partners, customers and other counterparties may also seek to change existing agreements with Sinclair or Tribune as a result of the merger. Any delay or deferral of those decisions or changes in agreements with Sinclair or Tribune could adversely affect the respective businesses, results of operations and financial conditions of Sinclair and Tribune, regardless of whether the merger is ultimately completed.

Tribune may not be able to obtain consent to transfer any contracts that are terminable upon the closing of the transaction.

        Sinclair's and Tribune's obligation to consummate the transaction is not subject to obtaining consent to the transfer of any contracts of Tribune that contain provisions allowing the counterparty to terminate the contract or renegotiate the contract upon the closing of the transaction, including Tribune's network affiliation agreements. Under the merger agreement, Tribune is obligated to use its reasonable best efforts to preserve intact in all material respects its current business organization, ongoing business and significant relationships with third parties. The parties cannot be sure that Tribune will get consent to transfer any of its contracts, including its network affiliation agreements, that may be terminable upon the closing of the transaction and the counterparties may also seek to change existing agreements with Tribune as a result of the transaction. Failure to obtain consent to

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transfer Tribune's contracts, particularly its network affiliation agreements, or entering into new contracts with less favorable terms for Tribune, could adversely affect the business, results of operations and financial conditions of Sinclair after the closing of the transaction.

The merger could trigger provisions contained in Tribune's agreements with third parties that could permit such parties to terminate those agreements.

        Tribune may be a party to agreements that permit a counterparty to terminate an agreement or receive payments because the merger would cause a default or violate an anti-assignment, change of control or similar clause in such agreement. If this happens, Tribune may have to seek a consent from the counterparty, seek to replace the agreement with a new agreement or make additional payments under such agreement. However, Tribune may be unable to obtain the consent from the counterparty or replace a terminated agreement on comparable terms or at all. Depending on the importance of such agreement to Tribune's business, the failure to obtain consent from the counterparty or replace a terminated agreement on similar terms or at all, and the requirements to pay additional amounts, may increase the costs to Sinclair of operating Tribune's business or prevent Sinclair from operating Tribune's business.

Some of Tribune's directors and executive officers may have interests in the transaction that are different from your interests as a Tribune shareholder.

        When considering the recommendation of the Tribune board that the Tribune shareholders adopt the merger agreement, Tribune shareholders should be aware that the directors and executive officers of Tribune have interests that may be different from or in addition to the interests of the Tribune shareholders generally. These interests include the treatment in the transaction of Tribune equity compensation awards, the employment agreements, retention awards, and certain other rights held by Tribune's directors and executive officers, and the indemnification of former Tribune directors and executive officers. See "Transaction Summary—Interests of Tribune's Directors and Executive Officers in the Merger" beginning on page 109.

The Sinclair Class A common stock to be received by Tribune shareholders upon the closing of the transaction will have different rights from shares of Tribune common stock.

        Upon the closing of the transaction, Tribune shareholders will no longer be shareholders of Tribune, but will instead become Sinclair shareholders and their rights as Sinclair shareholders will be governed by Maryland law and the terms of Sinclair's articles of incorporation and bylaws. Maryland law and the terms of Sinclair's articles of incorporation and bylaws are in some respects materially different than Delaware law and the terms of Tribune's certificate of incorporation and bylaws. See "Comparison of Shareholder Rights" beginning on page 174 of this proxy statement/prospectus for a discussion of the different rights associated with Tribune common stock and Sinclair Class A common stock.

After the transaction, Tribune shareholders will have a significantly lower ownership and voting interest in Sinclair than they currently have in Tribune and will exercise less influence over management.

        Based on the number of shares of Tribune common stock outstanding as of May 4, 2017, and the number of shares of Sinclair Class A common stock outstanding as of May 8, 2017, it is expected that, immediately after the completion of the transaction, former Tribune shareholders will own approximately 17% of the outstanding shares of Sinclair Class A common stock. Consequently, former Tribune shareholders will have less influence over the management and policies of Sinclair than they currently have over Tribune.

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Sinclair cannot assure you that it will be able to continue paying dividends at the current rate.

        Sinclair plans to continue its current dividend practices following the transaction. However, based on the number of shares of Sinclair Class A common stock proposed to be registered in this proxy statement/prospectus, Sinclair would issue approximately 20.38 million shares of Sinclair Class A common stock in connection with the merger. Continuing Sinclair's current dividend practices following the transaction will require additional cash to pay such dividends, which it may not have. For this and other reasons generally affecting the ability of Sinclair to pay dividends, you should be aware that Sinclair shareholders may not receive the same dividends following the transactions. In addition, as former Tribune shareholders will become subject to Sinclair's dividend policy, they may not receive dividends for shares of Sinclair common stock in amounts equal to the dividends they had previously received for shares of Tribune common stock. Shareholders should also be aware that they have no contractual or other legal right to dividends that have not been declared.

Risk Factors Relating to Sinclair after the Transaction

        Following the completion of the transaction, Sinclair will continue to be, subject to the risks described in Part I, Item 1A in Sinclair's Annual Report on Form 10-K for the fiscal year ended December 31, 2016. See the section entitled "Where You Can Find More Information" beginning on page 186 of this proxy statement/prospectus.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement/prospectus and the documents that are incorporated into this proxy statement/prospectus by reference may contain or incorporate by reference statements that do not directly or exclusively relate to historical facts. Such statements are "forward-looking statements." You can typically identify forward-looking statements by the use of forward-looking words, such as "may," "will," "should," "could," "would," "predicts," "future," "project," "believe," "anticipate," "expect," "estimate," "continue," "potential," "plan," "aim," "seek," "forecast" and other similar words. These include, but are not limited to, statements relating to the strategy of Sinclair after the closing of the transaction, the synergies and the benefits that are expected to be achieved as a result of the merger, including future financial and operating results, Sinclair's plans after the closing of the transaction, objectives, expectations and intentions, Sinclair's and Tribune's projections and other prospective financial information, as well as other statements that are not historical facts. These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events including the operations of Sinclair after the closing of the transaction and are subject to risks, uncertainties and other factors. Many of those factors are outside the control of Sinclair and Tribune, and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In addition to the risk factors described under "Risk Factors" beginning on page 35, those factors include:

    those identified and disclosed in public filings with the SEC made by Sinclair and Tribune;

    uncertainties as to the timing of the closing of the transaction;

    the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, including a termination under circumstances that could require Tribune to pay a termination fee to Sinclair;

    the inability to complete the transaction due to the failure to obtain the requisite shareholder approval or the failure to satisfy (or to have waived) other conditions to closing of the transaction, including receipt of required regulatory approvals or, if obtained, the possibility of being subjected to conditions that could reduce the expected synergies and other benefits of the transaction, result in a material delay in, or the abandonment of, the transaction or otherwise have an adverse effect on Sinclair or Tribune;

    risks that the transaction disrupts current plans and operations of Sinclair and Tribune, and the potential difficulties in retention of key personnel and other employees as a result of the transaction;

    the outcome of any legal proceedings that may be instituted against Sinclair, Tribune and/or others relating to the merger agreement;

    diversion of each of Sinclair's and Tribune's management's attention from ongoing business concerns;

    the effect of the announcement of the transaction on each of Sinclair's and Tribune's business relationships, operating results and business generally;

    the amount of the costs, fees, expenses and charges related to the transaction, including any possible unexpected costs resulting therefrom;

    risks that the respective businesses of Sinclair and Tribune will have been adversely impacted during the pendency of the transaction;

    the effects of disruption from the transaction making it more difficult to maintain business relationships;

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    risks that any shareholder litigation in connection with the transaction may result in significant costs of defense, indemnification and liability;

    the risk that competing offers may be made for either Tribune or Sinclair;

    the ability to integrate Sinclair and Tribune businesses successfully (including achievement of expected synergies) and to avoid problems which may result in Sinclair after the closing of the transaction not operating as effectively and efficiently as expected;

    risks that expected synergies, operational efficiencies and cost savings from the transaction and from the planned refinancing may not be fully realized or realized within the expected time frame;

    significant changes in the business environment in which Sinclair and Tribune operate, including as a result of further consolidation in the television broadcast industry;

    the effects of future regulatory or legislative actions on Sinclair and Tribune, including any future regulatory actions and conditions in the television stations' operating areas and the effects of governmental regulation of broadcasting;

    the impact of the issuance of common stock of Sinclair as consideration in connection with the transaction on the current holders of Sinclair Class A common stock, including dilution of their ownership and voting interests;

    the actual resulting credit ratings of Sinclair, Tribune or their respective subsidiaries;

    conduct and changing circumstances related to third-party relationships on which Sinclair and Tribune rely for their respective businesses;

    the impact of changes in national and regional economies;

    pricing fluctuations in local and national advertising;

    competition from others in the broadcast television markets;

    volatility in programming costs;

    industry consolidation;

    technological developments;

    market risks from fluctuations in interest rates;

    events that are outside of the control of Sinclair and Tribune, such as political unrest in international markets, terrorist attacks, malicious human attacks, natural disasters, pandemics and other similar events; and

    other economic, business, regulatory and/or competitive factors affecting Sinclair's and Tribune's businesses generally.

The areas of risk and uncertainty described above should be considered in connection with any written or oral forward-looking statements that may be made after the date of this proxy statement/prospectus by Sinclair or Tribune or anyone acting for any or all of them. Except for their ongoing obligations to disclose material information under the U.S. federal securities laws, neither Sinclair nor Tribune undertakes any obligation to release publicly any revisions to any forward-looking statements, to report events or circumstances after the date of this proxy statement/prospectus or to report the occurrence of unanticipated events.

        For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, see the note regarding forward-looking statements in

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Sinclair's Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC and incorporated by reference in this proxy statement/prospectus, and the special note regarding forward-looking statements in Tribune's Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC and incorporated by reference in this proxy statement/prospectus. See "Incorporation of Certain Documents by Reference" beginning on page 184 and "Where You Can Find More Information" on page 186.

        Sinclair and Tribune also caution the reader that undue reliance should not be placed on any forward-looking statements, which speak only as of the date of this proxy statement/prospectus. Neither Sinclair nor Tribune undertakes any duty or responsibility to update any of these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect actual outcomes.

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SPECIAL MEETING AND PROPOSALS

Date, Time and Place

        The special meeting is scheduled to be held at [                    ], on [                    ], 2017 at [                        ].

Purpose of the Special Meeting

        At the special meeting, Tribune shareholders will be asked:

    to consider and vote on the merger proposal;

    to consider and vote, on an advisory basis, on the compensation proposal; and

    to consider and vote on the adjournment proposal.

Pursuant to the voting agreement, the Oaktree shareholders, who collectively hold approximately 16.3% of the Tribune Class A common stock as of the record date, have agreed to vote their shares in favor of the merger proposal. For additional information regarding the voting agreement, see "The Agreements—Description of the Voting and Support Agreement" beginning on page 151.

Recommendation of the Tribune Board

        After careful consideration, the Tribune board, on May 7, 2017, unanimously approved the merger agreement and determined that the merger agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of Tribune and the Tribune shareholders, and further resolved that it is recommended to the Tribune shareholders that they adopt the merger agreement and approve a non-binding, advisory proposal to approve the compensation that may be paid or become payable to Tribune's named executive officers in connection with the merger pursuant to already existing contractual obligations of Tribune and to approve any motion to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies, if there are not sufficient votes to approve the merger proposal.

        The Tribune board unanimously recommends that you vote "FOR" each of the merger proposal, the compensation proposal and the adjournment proposal.

Record Date; Shareholders Entitled to Vote

        Only holders of record of shares of Tribune common stock as of the record date will be entitled to notice of, and to vote at, the special meeting or any adjournments or postponements thereof. Holders of Tribune Class A common stock will be entitled to vote on the merger proposal, the compensation proposal and the adjournment proposal. Holders of Tribune Class B common stock will be entitled to vote only on the merger proposal. A list of Tribune shareholders of record entitled to vote at the special meeting will be available at the executive offices of Tribune at 435 North Michigan Avenue, Chicago, Illinois 60611 at least ten days prior to the special meeting and will also be available for inspection at the special meeting by any Tribune shareholder for purposes germane to the meeting.

        As of the record date, there were a total of [                    ] and [                    ] shares of Tribune Class A common stock and Tribune Class B common stock outstanding, respectively. As of the record date, approximately [                ]% and [                ]% of the outstanding shares of Tribune Class A common stock and total Tribune common stock, respectively, were held by Tribune directors and executive officers and their affiliates. We currently expect that Tribune's directors and executive officers will vote their shares of Tribune common stock in favor of the above-listed proposals, although none of them has entered into any agreements obligating him or her to do so.

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Quorum

        A quorum is necessary to transact business at the special meeting. A quorum for action on any subject matter at any special meeting will exist when the holders of record of a majority of the shares of Tribune common stock entitled to vote at the special meeting are present in person or by proxy, provided that if a separate class vote is required with respect to any matter, the holders of a majority of the outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum of such class. Shares of Tribune common stock represented at the special meeting but not voted, including shares of Tribune common stock for which a shareholder directs an "abstention" from voting, will be counted as present for purposes of establishing a quorum. Broker non-votes (shares of Tribune common stock held by banks, brokerage firms or nominees that are present in person or by proxy at the special meeting but with respect to which the broker or other Tribune shareholder of record is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker does not have discretionary voting power on such proposal), if any, will not be counted as present for purposes of establishing a quorum. Shares of Tribune common stock held in treasury will not be included in the calculation of the number of shares of Tribune common stock represented at the special meeting for purposes of determining whether a quorum is present.

Required Vote

        Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of Tribune common stock, voting as a single class, present in person or represented by proxy at the special meeting and entitled to vote on the merger proposal. Approval of the compensation proposal requires the affirmative vote of at least a majority of the outstanding shares of Tribune Class A common stock present in person or represented by proxy at the special meeting and entitled to vote on the compensation proposal. Approval of the adjournment proposal requires the affirmative vote of at least a majority of the outstanding shares of Tribune Class A common stock present in person or represented by proxy at the special meeting and entitled to vote on the adjournment proposal.

Failure to Vote, Broker Non-Votes and Abstentions

        If you are a Tribune shareholder entitled to vote and fail to vote or fail to instruct your broker or nominee to vote, it will have the effect of a vote against the merger proposal and will have no effect on the compensation proposal or the adjournment proposal, assuming a quorum is present. If you are a Tribune shareholder and you mark your proxy or voting instructions to abstain, it will have the effect of voting against the merger proposal and, to the extent you are a holder of Tribune Class A common stock, the compensation proposal and the adjournment proposal.

Voting at the Special Meeting

        If you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the special meeting. Please note, however, that if your shares of Tribune common stock are held in "street name," and you wish to vote at the special meeting, you must bring to the special meeting a "legal proxy" executed in your favor from the record holder (your broker, bank, trust company or other nominee) of the shares of Tribune common stock authorizing you to vote at the special meeting.

        In addition, you may be asked to present valid photo identification, such as a driver's license or passport, before being admitted to the special meeting. If you hold your shares of Tribune common stock in "street name," you also may be asked to present proof of ownership as of the record date to be admitted to the special meeting. A brokerage statement or letter from your broker, bank, trust company or other nominee proving ownership of the shares of Tribune common stock on the record date are examples of proof of ownership. Tribune shareholders will not be allowed to use cameras, recording devices and other similar electronic devices at the special meeting.

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Voting by Proxy

        A proxy card is enclosed for your use. Tribune requests that you mark, sign and date the accompanying proxy and return it promptly in the enclosed postage-paid envelope. When the accompanying proxy is returned properly executed, the shares of Tribune common stock represented by it will be voted at the special meeting or any adjournment thereof in accordance with the instructions contained in the proxy.

        If a properly executed proxy is returned without an indication as to how the shares of Tribune common stock represented are to be voted with regard to a particular proposal, the Tribune common stock represented by the proxy will be voted in favor of the merger proposal. However, if you are a holder of Tribune Class A common stock and you return a properly executed proxy without an indication as to how the shares of Tribune Class A common stock are to be voted with regard to the compensation proposal or the adjournment proposal, the shares of Tribune Class A common stock represented by your proxy will not be voted in favor of the compensation proposal or the adjournment proposal. If you are a beneficial owner, your broker, bank or other nominee will vote your shares on each of the merger proposal, the compensation proposal and the adjournment proposal only if you return a properly executed proxy with an indication as to how the shares of Tribune common stock represented are to be voted with regard to a particular proposal.

        At the date hereof, management has no knowledge of any business that will be presented for consideration at the special meeting and which would be required to be set forth in this proxy statement/prospectus or the related proxy card other than the matters set forth in the notice of the special meeting. If any other matter is properly presented at the special meeting for consideration, it is intended that the persons named in the enclosed form of proxy and acting thereunder will vote in accordance with their best judgment on such matter.

        Your vote is important. Accordingly, please mark, sign, date and return the enclosed proxy card whether or not you plan to attend the special meeting in person.

How Proxies Are Counted

        All shares of Tribune common stock entitled to vote and represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in the manner specified by the Tribune shareholder giving those proxies. Properly executed proxies that do not contain voting instructions with respect to the merger proposal and, to the extent you are a holder of Tribune Class A common stock, the compensation proposal or the adjournment proposal will be voted "FOR" each such proposal.

Shares Held in "Street Name"

        If you hold shares of Tribune common stock through a broker or other nominee, you may instruct your broker or other nominee to vote your shares of Tribune common stock by following the instructions that the broker or nominee provides to you with these materials. Most brokers offer the ability for Tribune shareholders to submit voting instructions by mail by completing a voting instruction card, by telephone and via the Internet. If you do not provide voting instructions to your broker, your shares of Tribune common stock will not be voted on any proposal on which your broker does not have discretionary authority to vote. This is called a broker non-vote. In these cases, broker non-votes will not be counted as present for purposes of establishing a quorum. With respect to the merger proposal, a broker non-vote will have the effect of a vote against the proposal. With respect to the compensation proposal and the adjournment proposal, a broker non-vote will have no effect on such proposals. If you hold shares of Tribune common stock through a broker or other nominee and wish to vote your shares of Tribune common stock in person at the special meeting, you must obtain a legal proxy from your

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broker or nominee and present it to the inspector of election with your ballot when you vote at the special meeting.

Revocation of Proxies and Changes to a Tribune Shareholder's Vote

        If you are the record holder of Tribune common stock, you may change your vote at any time before your proxy is voted at the special meeting. You may do this in one of four ways:

    by sending a notice of revocation to the Tribune Corporate Secretary bearing a later date than your original proxy card and mailing it so that it is received prior to the special meeting;

    by sending a completed proxy card to the Tribune Corporate Secretary bearing a later date than your original proxy card and mailing it so that it is received prior to the special meeting;

    by logging on to the Internet website specified on your proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case if you are eligible to do so and following the instructions on the proxy card; or

    by attending the special meeting and voting in person.

        Your attendance alone will not revoke any proxy.

        Written notices of revocation and other communications about revoking proxies should be addressed to:

Tribune Media Company
435 North Michigan Avenue
Chicago, Illinois 60611
Attn: Edward Lazarus, Corporate Secretary

        If your shares of Tribune common stock are held in "street name," you should follow the instructions of your broker regarding the revocation of proxies.

        Once voting on a particular matter is completed at the special meeting, a Tribune shareholder will not be able to revoke its proxy or change its vote as to that matter.

        All shares of Tribune common stock entitled to vote and represented by valid proxies that Tribune receives through this solicitation, and that are not revoked, will be voted in accordance with the instructions on the proxy card. If a Tribune shareholder makes no specifications on its proxy card as to how it wants its shares of Tribune common stock voted before signing and returning it, such proxy will be voted "FOR" the merger proposal and, to the extent you are a holder of Tribune Class A common stock, "FOR" the compensation proposal and "FOR" the adjournment proposal.

Tabulation of Votes

        The Tribune board has appointed [                    ] of Broadridge Financial Solutions, Inc. to serve as the inspector of election for the special meeting. The inspector of election will, among other matters, determine the number of shares of Tribune common stock represented at the special meeting to confirm the existence of a quorum for each proposal, determine the validity of all proxies and ballots and certify the results of voting on all proposals submitted to the Tribune shareholders.

Solicitation of Proxies

        Tribune will bear the entire cost of soliciting proxies from its shareholders. In addition to the solicitation of proxies by mail, Tribune will request that banks, brokers and other record holders send proxies and proxy material to the beneficial owners of Tribune common stock and secure their voting

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instructions, if necessary. Tribune will reimburse the record holders for their reasonable expenses in taking those actions.

        Tribune has also made arrangements with Innisfree to assist in soliciting proxies and in communicating with Tribune shareholders and estimates that it will pay them a fee of approximately $25,000 plus reasonable out-of-pocket fees and expenses for these services. If necessary, Tribune may also use several of its regular employees, who will not be specially compensated, to solicit proxies from Tribune shareholders, either personally or by telephone, the Internet, facsimile or letter.

Adjournments

        If a quorum is not present or represented, the special meeting may be adjourned from time to time by the chairman of the meeting or by the affirmative vote of a majority of Tribune shareholders entitled to cast votes at the special meeting present, in person or represented by proxy, at the special meeting, until a quorum is present. If a quorum is present at the special meeting but there are not sufficient votes at the time of the special meeting to approve the merger proposal, then the Tribune shareholders may be asked to vote on the adjournment proposal. No notices of an adjourned meeting need to be given if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than 30 days or the Tribune board sets a new record date for such meeting, in which case a written notice of the place, date and time of the adjourned meeting will be given to each Tribune shareholder of record entitled to vote at the meeting. At any subsequent reconvening of the special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Assistance

        If you need assistance in completing your proxy card or have questions regarding the special meeting, please contact Innisfree, the proxy solicitation agent for Tribune, at 501 Madison Avenue, 20th Floor, New York, New York 10022, or call toll-free at (888) 750-5834.

Merger Proposal

        As discussed throughout this proxy statement/prospectus, Tribune is asking its shareholders to approve the merger proposal. Tribune shareholders should read carefully this proxy statement/prospectus in its entirety, including the Annexes, for more detailed information concerning the merger agreement and the merger. In particular, Tribune shareholders are directed to the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus and is incorporated by reference herein.

        Tribune shareholder approval of the merger proposal is required to complete the merger. If the merger proposal is not approved by the holders of the requisite number of shares of Tribune common stock, then the transaction will not occur. Assuming a quorum is present, approval of the merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of Tribune common stock, voting as single class, present, in person or represented by proxy and entitled to vote on the proposal. As such, abstentions and broker non-votes will have the effect of a vote against the proposal.

        THE TRIBUNE BOARD UNANIMOUSLY RECOMMENDS THAT TRIBUNE SHAREHOLDERS VOTE "FOR" THE MERGER PROPOSAL.

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Compensation Proposal

        Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) of the Securities Exchange Act of 1934, which we refer to as the "Exchange Act," Tribune is seeking Tribune shareholder approval of a non-binding advisory proposal to approve the compensation of Tribune's named executive officers that is based on or otherwise relates to the merger as disclosed in "Transaction Summary—Interests of Tribune's Directors and Executive Officers in the Merger" on page 109. The non-binding advisory proposal gives Tribune shareholders the opportunity to express their views on the merger-related compensation of Tribune's named executive officers.

        Accordingly, Tribune is requesting that its shareholders adopt the following resolution, on a non-binding advisory basis:

        "RESOLVED, that the compensation that may be paid or become payable to Tribune's named executive officers, in connection with the merger, and the agreements or understandings pursuant to which such compensation may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in 'Transaction Summary—Interests of Tribune's Directors and Executive Officers in the Merger,' are hereby APPROVED."

        The vote regarding this non-binding advisory proposal on the compensation proposal is a vote separate and apart from the vote on the merger proposal. Accordingly, Tribune's shareholders may vote to approve the merger proposal and vote not to approve the compensation proposal and vice versa. Because the vote regarding the compensation proposal is advisory only, it will not be binding on either Tribune or, following completion of the merger, Sinclair. Accordingly, if the merger is approved and completed, the Tribune named executive officers will be eligible to receive the various merger-related compensation that may become payable in connection with the completion of the merger, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding advisory vote at the special meeting.

        Assuming a quorum is present, approval of the compensation proposal requires the affirmative vote of holders of a majority of the outstanding shares of Tribune Class A common stock present, in person or represented by proxy, at the special meeting and entitled to vote on the proposal. As such, abstentions will have the effect of a vote against the proposal and broker non-votes will have no effect on the outcome of the vote.

        THE TRIBUNE BOARD UNANIMOUSLY RECOMMENDS THAT TRIBUNE CLASS A COMMON STOCK SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO APPROVE, ON A NON-BINDING ADVISORY BASIS, SPECIFIC COMPENSATORY ARRANGEMENTS BETWEEN TRIBUNE AND ITS NAMED EXECUTIVE OFFICERS RELATING TO THE MERGER.

Adjournment Proposal

        The special meeting may be adjourned to another time or place, if necessary or appropriate, to permit, among other things, further solicitation of proxies to obtain additional votes in favor of the merger proposal.

        If, at the special meeting, the number of shares of Tribune Class A common stock present or represented and voting in favor of the merger proposal is insufficient to approve such proposal, Tribune intends to move to adjourn the special meeting in order to enable the Tribune board to solicit additional proxies for approval of the merger proposal.

        In the adjournment proposal, Tribune is asking the Tribune Class A common stock shareholders to authorize the holder of any proxy solicited by the Tribune board to vote in favor of granting discretionary authority to the proxy holders, and each of them individually, to adjourn the special meeting to another time and place for the purpose of soliciting additional proxies. If the Tribune

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Class A common stock shareholders approve the adjournment proposal, Tribune could adjourn the special meeting and any adjourned session of the special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from Tribune shareholders who have previously voted.

        Assuming a quorum is present, approval of the adjournment proposal requires the affirmative vote of holders of a majority of the outstanding shares of Tribune Class A common stock, present in person or represented by proxy, at the special meeting and entitled to vote on the proposal. As such, abstentions will have the effect of a vote against the proposal and broker non-votes will have no effect on the outcome of the vote.

        THE TRIBUNE BOARD UNANIMOUSLY RECOMMENDS THAT TRIBUNE CLASS A COMMON STOCK SHAREHOLDERS VOTE "FOR" THE ADJOURNMENT PROPOSAL.

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TRANSACTION SUMMARY

Parties to the Transaction

Sinclair Broadcast Group, Inc.

        Sinclair Broadcast Group, Inc., a Maryland corporation that was founded in 1986 and became a public corporation in 1995, is a diversified television broadcast company with national reach with a strong focus on providing high-quality content on its local television stations and digital platforms. As of March 31, 2017, Sinclair's broadcast distribution platform was a single reportable segment for accounting purposes, consisting primarily of its broadcast television stations, which Sinclair owns, and provides programming and operating services pursuant to LMAs, and also provides sales services and other non-programming operating services pursuant to other outsourcing agreements (such as JSAs and SSAs) to 173 stations in 81 markets. These stations broadcast 514 channels, including 220 channels affiliated with primary networks or program service providers comprised of: FOX (54), ABC (36), CBS (30), NBC (22), CW (43), and MyNetworkTV (MNT) (35). The other 294 channels broadcast programming from Antenna TV, Azteca, Bounce Network, COMET, Decades, Estrella TV, Get TV, Grit, Me TV, TBD, Telemundo, This TV, News & Weather, Univision, Zuus Country, and two channels broadcast independent programming.

        The content, distributed through Sinclair's broadcast platform, consists of programming provided by third-party networks and syndicators, local news, Sinclair's own networks, and other original programming produced by Sinclair. Sinclair also distributes its own original programming, and owned and operated networks, on other third-party platforms. Additionally, Sinclair owns digital and internet media products that are complementary to Sinclair's extensive portfolio of television station related digital properties. Sinclair focuses on offering marketing solutions to advertisers through its television and digital platforms and digital agency services. Outside of Sinclair's media related businesses, Sinclair operates technical services companies focused on supply and maintenance of broadcast transmission systems as well as research and development for the advancement of broadcast technology, and Sinclair manages other non-media related investments. Sinclair Class A common stock is listed on the NASDAQ under the symbol "SBGI." Sinclair's principal executive office is located at 10706 Beaver Dam Road, Hunt Valley, MD 21030 (telephone number: (410) 568-1500).

        This proxy statement/prospectus incorporates important business and financial information about Sinclair from other documents that are not included in or delivered with this proxy statement/prospectus. For a list of the documents that are incorporated by reference, see "Where You Can Find More Information" beginning on page 186 of this proxy statement/prospectus and "Incorporation of Certain Documents by Reference" beginning on page 184 of this proxy statement/prospectus.

Tribune Media Company

        Tribune Media Company, a Delaware corporation, was founded in 1847 as a newspaper publisher and incorporated in Delaware in 1968. Tribune is a diversified media and entertainment business comprised of 42 television stations, that are either owned by Tribune or others, but to which Tribune provides certain services, along with a national general entertainment cable network, a radio station, a production studio, a portfolio of real estate assets and investments in a variety of media, websites and other related assets.

        Tribune is one of the largest independent station owner groups in the United States based on household reach, and owns or operates local television stations in each of the nation's top five markets and seven of the top ten markets by population. Tribune has network affiliations with all of the major over-the-air networks, including ABC, CBS, FOX, NBC and the CW. Tribune provides "must-see" programming, including the NFL and other live sports, on many of its stations and local news to approximately 50 million U.S. households in the aggregate, as measured by Nielsen Media Research,

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representing approximately 44% of all U.S. households. In addition, Tribune owns a national general entertainment cable network, WGNA, which is available in approximately 80 million households nationally, as estimated by Nielsen Media Research. WGNA provides Tribune with a platform for launching original programming and exclusive syndicated content.

        Tribune also holds a variety of investments in cable and digital assets, including equity investments in TVFN and CareerBuilder. On June 19, 2017, Tribune announced its expected share of the proceeds as a result of the sale of CareerBuilder, in which Tribune holds a 32.1% ownership interest, to an investor group led by investment funds managed by affiliates of Apollo Global Management and the Ontario Teachers' Pension Plan Board. Tribune expects to retain an approximate 8% ownership stake in CareerBuilder on a fully-diluted basis following the sale. The transaction, which is subject to regulatory approval and customary closing conditions, is expected to close in the third quarter of 2017. Tribune expects to receive $157 million in cash and recognize a $22 million cash tax benefit in 2017 as a result of an expected taxable loss on the sale of CareerBuilder. Tribune expects to record a non-cash impairment charge of approximately $64 million in the second quarter of 2017.

        As a result of severe declines in advertising and circulation revenues leading up to and during the recession that followed the global financial crisis of 2007-2008, as well as the general deterioration of the publishing and broadcasting industries during such time, Tribune faced significant constraints on its liquidity, including its ability to service its indebtedness. Due to these factors, in December 2008 Tribune filed for protection under the Bankruptcy Code in the Bankruptcy Court. From December 2008 through December 2012, Tribune operated its businesses under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and applicable orders of the Bankruptcy Court. In April 2012, Tribune filed its final plan of reorganization and in July 2012, the Bankruptcy Court issued an order confirming Tribune's plan of reorganization, and Tribune emerged from bankruptcy on December 31, 2012. In August 2014, Tribune completed the spin-off of its publishing business into a separate company.

        Tribune Class A common stock is listed on the NYSE under the trading symbol "TRCO." Tribune's principal executive office is located at 435 North Michigan Avenue, Chicago, Illinois 60611 (telephone number: (212) 210-2786).

        This proxy statement/prospectus incorporates important business and financial information about Tribune from other documents that are not included in or delivered with this proxy statement/prospectus. For a list of the documents that are incorporated by reference, see "Where You Can Find More Information" beginning on page 186 of this proxy statement/prospectus and "Incorporation of Certain Documents by Reference" beginning on page 184 of this proxy statement/prospectus.

Samson Merger Sub Inc.

        Samson Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Sinclair, was formed solely for the purpose of consummating the merger of Merger Sub with and into Tribune, as provided for in the merger agreement. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.

        Samson Merger Sub Inc.'s office is located at 10706 Beaver Dam Road, Hunt Valley, MD 21030 (telephone number: (410) 568-1500).

Description of the Transaction

        The following is a description of certain material aspects of the transaction. This description may not contain all of the information that may be important to you. The discussion of the transaction in this proxy statement/prospectus is qualified in its entirety by reference to the merger agreement, which

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is attached to this proxy statement/prospectus as Annex A and the voting agreement, which is attached to this proxy statement/prospectus as Annex B. We encourage you to read carefully this entire proxy statement/prospectus, including the Annexes to, and the documents incorporated by reference in, this proxy statement/prospectus and the exhibits to the registration statement to which this proxy statement/prospectus relates, for a more complete understanding of the transaction. This section is not intended to provide you with any factual information about Sinclair and Tribune. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings Sinclair and Tribune make with the SEC, as described in "Where You Can Find More Information" beginning on page 186 and "Incorporation of Certain Documents by Reference" beginning on page 184. On May 8, 2017, Sinclair entered into a merger agreement with Tribune and Merger Sub, pursuant to which Merger Sub will merge with and into Tribune, as a result of which, Sinclair will acquire Tribune.

        It is anticipated that, upon the closing of the transaction, Sinclair shareholders will own approximately 83%, and the former Tribune shareholders will own approximately 17%, of Sinclair's outstanding shares. The current directors and executive officers of Sinclair are expected to remain unchanged. No vote of Sinclair shareholders is required in connection with the transaction.

Background of the Transaction

        The Tribune board and Tribune's senior management regularly review and assess Tribune's financial performance, prospects and competitive position, as well as strategies to enhance stockholder value. Following the completion of the spin-off of the Tribune publishing business, which we refer to as "tronc," in August 2014, the Tribune board continued to take steps with the aim of increasing stockholder value, announcing a $400 million stock repurchase program in October 2014 and completing the NYSE listing of Tribune common stock in December 2014. In March 2015, Tribune announced a special dividend of approximately $650 million and the adoption of a quarterly dividend program intended to return $1.00 per share to the Tribune shareholders each year. During 2015, Tribune embarked on a program to evaluate its real estate portfolio, including several important real estate holdings in Chicago and Los Angeles, which culminated in the sales of the company's Tribune Tower and Los Angeles Times Square properties in 2016, as well as multiple other properties.

        In late 2015 and early 2016, out of concern that the price of Tribune common stock may not have reflected the intrinsic value of Tribune's operating businesses and assets, the Tribune board continued to assess Tribune's mix of operating businesses, capital structure, investments and liquidity. At meetings of the Tribune board held on January 27, 2016 and February 24, 2016, the Tribune board and members of senior management met with representatives of several financial advisors and Tribune's outside counsel, Debevoise & Plimpton LLP, which we refer to as "Debevoise," to discuss the equity capital markets environment, the performance of Tribune common stock and preliminary strategies for unlocking additional value for the Tribune shareholders. These discussions led to Tribune's announcement on February 29, 2016 that the Tribune board had initiated a process to explore the full range of strategic and financial alternatives to enhance shareholder value, including the sale or separation of select lines of business or assets, strategic partnerships, programming alliances and return of capital initiatives. Tribune also announced that it had retained Moelis and Guggenheim Securities as its financial advisors, which we refer to together as the "Tribune Financial Advisors," to assist in this process. At the same time, Tribune announced a new $400 million stock repurchase program. At the February 24 meeting, the Tribune board had also formed a committee, which we refer to as the "Transaction Committee," consisting of directors Mr. Peter Murphy, then director Mr. Michael Kreger and then director and chief executive officer Mr. Peter Liguori, to work with the Tribune Financial Advisors on the strategic review.

        On April 12, 2016, the Tribune board held a meeting at which it was joined by representatives of the Tribune Financial Advisors and Debevoise to evaluate potential strategic alternatives for each of Tribune's businesses. Representatives of the Tribune Financial Advisors discussed with the Tribune

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board several frameworks for considering the intrinsic value of Tribune in comparison with its equity value. The representatives of the Tribune Financial Advisors then reviewed with the Tribune board potential strategies for maximizing value from Tribune's constituent parts, including Tribune's former digital and data business, which we refer to as "Gracenote," Tribune's TV broadcasting business, Tribune's interest in TV Food Network, which we refer to as "TVFN," Tribune's interest in CareerBuilder, and WGNA.

        On May 5, 2016, the Tribune board and senior management, together with representatives of the Tribune Financial Advisors and Debevoise, discussed the status of potential strategic alternatives, including the sale of Gracenote. After discussion, the Tribune board authorized the initiation of a formal process to explore a potential sale of Gracenote.

        On August 3, 2016, the Tribune board held a meeting at which representatives of the Tribune Financial Advisors and Debevoise were present. Representatives of the Tribune Financial Advisors and the Tribune board discussed the progress of the various strategic alternatives, including the Gracenote sales process, a potential TVFN spinoff, and strategic partnership or joint venture possibilities involving certain of Tribune's television stations. The Tribune board agreed that the Transaction Committee should continue to move forward with the Gracenote sale process and its work with the Tribune Financial Advisors to continue to evaluate the other initiatives.

        On September 22, 2016, the Tribune board held a meeting at which representatives of the Tribune Financial Advisors updated the Tribune board on the Gracenote sale process, including a discussion of the bids that had been received. The Tribune board and representatives of the Tribune Financial Advisors and Debevoise then discussed the next steps in the process and narrowed the field of bidders moving forward. Representatives of the Tribune Financial Advisors also reviewed for the Tribune board the status of potential strategic alternatives regarding Tribune's other assets, including Tribune's TVFN stake and its television station portfolio.

        In October 2016, Tribune entered into mutual confidentiality agreements with each of Sinclair and another party, which we refer to as "Bidder B," to permit the sharing of information in connection with evaluating partnership opportunities involving Tribune's television stations. On October 11, 2016, Mr. Kreger resigned as a member of the Tribune board and as a member of the Transaction Committee and Mr. Peter M. Kern was appointed as a member of the Tribune board and as a member of the Transaction Committee. On November 3, 2016, representatives of the Tribune Financial Advisors and Debevoise met with the Tribune board to discuss the status of strategic alternatives, including the Gracenote sale process, the potential TVFN spinoff and potential options regarding Tribune's television station portfolio.

        On November 29, 2016, management and representatives of the Tribune Financial Advisors and Debevoise reviewed for the Tribune board the key business and legal terms of the proposed sale of Gracenote, for which the Nielsen Company had emerged as the lead bidder. After a discussion of these terms, the Tribune board delegated to the Transaction Committee the authority to approve a transaction with Nielsen within specified parameters. On December 19, 2016, Mr. Edward P. Lazarus, General Counsel of Tribune, updated the Transaction Committee on the sale process for Gracenote and summarized certain terms of the transaction documents provided to the Transaction Committee in advance of the meeting. After discussion, the Transaction Committee approved the Gracenote sale. On December 19, 2016, Tribune entered into a definitive agreement to sell Gracenote to Nielsen for a purchase price of approximately $560 million. The majority of the proceeds from the Gracenote sale were used to repay existing debt. In December 2016, the Tribune board also approved a special dividend on Tribune common stock in the aggregate amount of approximately $499 million, funded from the proceeds of the real estate sales referred to above and other available cash, and this dividend was publicly announced on January 3, 2017.

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        From October 2016 through January 2017, members of management and representatives of the Tribune Financial Advisors met periodically with representatives of Sinclair and Bidder B to discuss potential station swaps, partnerships, joint ventures and other strategic alliances involving Tribune's television stations.

        On December 1, 2016, members of management and representatives of the Tribune Financial Advisors met with Sinclair senior management, including Mr. Christopher S. Ripley, Sinclair's then chief financial officer (and as of January 1, 2017, Sinclair's current chief executive officer), Mr. Barry M. Faber, Sinclair's executive vice president and general counsel, Mr. Scott Shapiro, Sinclair's vice president of corporate development, and Mr. David B. Gibber, Sinclair's vice president / deputy general counsel, to discuss the Tribune business and a potential transaction involving Tribune and Sinclair television stations. Further discussions regarding Tribune's business and a potential television station transaction occurred on January 18, 2017 between members of Tribune management and representatives of the Tribune Financial Advisors and Sinclair senior management and Sinclair's financial advisor, J.P. Morgan Securities LLC.

        On December 5, 2016, members of management and representatives of the Tribune Financial Advisors met with senior management from Bidder B, including Bidder B's chief executive officer and chief financial officer, to discuss the Tribune business and a potential transaction involving Tribune's and Bidder B's television stations. On January 10, 2017, Mr. Liguori had dinner with Bidder B's chief executive officer and continued their discussions.

        The discussions with Sinclair and Bidder B did not lead to any definitive proposals or agreements regarding any such potential transactions. As a result of these discussions, however, each of Sinclair and Bidder B submitted indications to Tribune of their interest in a potential acquisition of the entire company. On January 18, 2017, Tribune received an initial indication of interest from Sinclair in acquiring Tribune at a value of $32.90 per share (comprised of (i) $25.50 per share in cash for Tribune's television broadcast business, WGNA and Tribune's interest in TVFN, and (ii) the after-tax proceeds from the realization of certain other assets of Tribune, including real estate and Tribune's interest in CareerBuilder, which would be distributed to the Tribune shareholders on a contingent basis (which Sinclair's proposal estimated to be worth $7.40 per share)). Two weeks later, on February 2, 2017, Bidder B submitted a preliminary indication of its interest in acquiring all outstanding Tribune common stock. The offer did not specify a specific purchase price, but indicated that Bidder B would offer cash and stock of Bidder B in the transaction at a valuation and on terms that were based on precedent transaction multiples in the broadcast sector and included a valuation analysis illustrating an acquisition for $33.32 to $34.77 per share with 14%-16% of the consideration in Bidder B stock and the remainder in cash.

        On January 24, 2017, the Tribune board held a meeting at which Mr. Liguori and Mr. Chandler Bigelow, Tribune's chief financial officer, reviewed for the Tribune board Tribune's 2016 financial results and presented to the Tribune board a preliminary budget and operating plan for 2017. Representatives of the Tribune Financial Advisors and management updated the Tribune board on the initial proposal received from Sinclair on January 18, 2017, as well as other preliminary expressions of interest from, and discussions with, certain other strategic parties, including Bidder B, and about the possibility of a whole company transaction. The representatives of the Tribune Financial Advisors also discussed with the Tribune board the potential interest of another strategic party, which we refer to as "Bidder C," in exploring the purchase of certain of Tribune's television stations. The representatives of the Tribune Financial Advisors, management and the Tribune board then discussed the impact that potential changes in the regulatory scheme for broadcast television could have on such transactions and the scope of the process the Tribune board might consider in connection with its exploration of a sale of all of Tribune and other strategic transactions, including next steps with the parties from whom proposals had been received and outreach to other potential counterparties. A representative of Debevoise was also present and discussed with the Tribune board the fiduciary duty considerations

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relevant to the Tribune board's decision of whether to explore a potential sale of Tribune. The Tribune board instructed the Transaction Committee to consider appropriate next steps in connection with a potential sale of the Company and commence work to explore such a transaction.

        At the January 24, 2017 Tribune board meeting, Mr. Liguori informed the Tribune board that, in light of Tribune's reorientation as a more focused cable and television broadcast company, he had decided to step down as chief executive officer of Tribune, effective as of Tribune's announcement of its 2016 fourth quarter and full year earnings. The Tribune board accepted Mr. Liguori's resignation and designated Mr. Kern to serve as interim chief executive officer as Tribune conducted a search for a successor to Mr. Liguori.

        In the months that followed, from time to time Mr. Kern spoke by telephone with interested parties to discuss the Tribune business and a potential transaction, including conversations with Mr. Ripley, the chief executive officer of Bidder B and the chief operating officer of Bidder C.

        On February 2, 2017, members of management and representatives of the Tribune Financial Advisors met with senior management from Bidder B, including Bidder B's chief executive officer and chief financial officer, to discuss the Tribune business and a potential transaction.

        On February 3, 2017, representatives of the Tribune Financial Advisors and Debevoise met with management and the Transaction Committee to discuss the indications of interest received from Sinclair, Bidder B and the potential interest of Bidder C, and the range of other potential counterparties from various industry sectors, as well as private equity firms, that the Tribune Financial Advisors could consider contacting to explore interest in a potential transaction. The Transaction Committee then instructed the Tribune Financial Advisors to reach out to such potential counterparties regarding a potential transaction.

        On February 14, 2017, members of management together with representatives of the Tribune Financial Advisors and Debevoise discussed with the Tribune board the status of discussions with various counterparties regarding a range of potential strategic transactions involving some or all of Tribune's assets. Mr. Kern reported that, as the Tribune board had instructed at its January 24 meeting, the Transaction Committee had met by telephone and in person, most recently on February 3, 2017, to discuss with the Tribune Financial Advisors and Debevoise the process for contacting additional strategic counterparties and private equity firms that might be interested in a transaction involving Tribune. At the February 14 meeting, representatives of the Tribune Financial Advisors reported to the Tribune board on the process then underway for reaching out to potentially interested parties and discussed with the Tribune board their views on the likelihood that various parties would participate in the process.

        At the February 14 meeting, management and representatives of the Tribune Financial Advisors reported on the follow up that had occurred with respect to the two parties that had previously submitted indications of interest, Sinclair and Bidder B. Mr. Kern reviewed with the Tribune board a comparison of the two indications of interest, including a comparison with Tribune's internal views on the values of certain of Tribune's assets and liabilities. Representatives of the Tribune Financial Advisors then responded to questions from members of the Tribune board and a general discussion followed regarding the next steps the Tribune Financial Advisors should take in the potential sale process.

        At the request of Mr. Lazarus, a representative of Debevoise discussed with the Tribune board the directors' fiduciary duties in connection with a potential sale of Tribune and responded to questions from members of the Tribune board regarding the process for the potential sale of Tribune. The Tribune board asked management to continue to work with Tribune's advisors on the sale process and to prepare a further analysis and valuation of certain transaction structures to be considered at the next Tribune board meeting.

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        On February 20, 2017, Mr. Lazarus and Bidder B's chief executive officer had dinner during which a potential transaction was briefly discussed.

        On March 1, 2017, Reuters published an article reporting that Sinclair had approached Tribune and that the parties had held discussions. On this same day, and during the days the followed, several other publications also reported this story.

        On March 3, 2017, Sinclair and Bidder B were given access to a data room containing information about Tribune.

        On March 10, 2017, the Tribune board held a meeting at which management and the Tribune Financial Advisors discussed a range of strategic alternatives related to various assets and operations of Tribune, including Tribune's remaining real estate portfolio, its interest in TVFN and WGNA and the operation of Tribune's business on a stand-alone basis. At this meeting, Mr. Kern presented to the Tribune board a strategic, financial and feasibility analysis of various potential transaction structures for monetizing Tribune's TVFN interest, real estate assets, and WGNA, including by means of spin-offs, issuances of CVRs, tracking stocks and taxable sales. The Tribune board then discussed management's analysis in the context of the expressions of interest that had been received from Sinclair and Bidder B, both of whom had indicated they were potentially interested in a strategic transaction involving the entire Company. Mr. Kern also discussed with the Tribune board an updated "sum of the parts" analysis for Tribune.

        Mr. Kern and representatives of the Tribune Financial Advisors then updated the Tribune board on discussions with potential counterparties regarding a transaction for some or all of Tribune's assets, including Sinclair and Bidder B, and the progress made to date setting up a data room for the sale process and entering into confidentiality agreements with certain parties. Management and representatives of the Tribune Financial Advisors responded to questions from members of the Tribune board and a general discussion followed, including with respect to the synergies analyses that the Tribune Financial Advisors were eliciting from Sinclair and Bidder B and Tribune's plan for conducting reverse due diligence on Sinclair and Bidder B in light of the potential inclusion of a stock component of the consideration in their proposals to acquire Tribune.

        Mr. Lazarus then provided the Tribune board with an update on the expected timing of potential FCC regulatory action and the impact of such action on the potential sale of Tribune, noting that the reinstatement of the UHF discount would make it easier for certain parties to acquire all of Tribune.

        On March 24, 2017, Tribune received updated indications of interest from each of Sinclair and Bidder B regarding a proposed sale of the entire company. Sinclair proposed to acquire 100% of Tribune's outstanding equity at a price of $38.00 per share, with the consideration consisting of $29.70 in cash and a contingent value right to receive the after-tax proceeds of the sale of Tribune's real estate assets and interest in CareerBuilder (which Sinclair's proposal estimated to be worth $8.30 per share). Bidder B proposed to acquire 100% of Tribune's outstanding equity at a price of $39.00 to $40.00 per share, with the consideration consisting of approximately 75% cash and 25% Bidder B stock.

        Representatives of the Tribune Financial Advisors and Debevoise met with the Transaction Committee on March 27, 2017, and the Tribune board on March 29, 2017, to review the interim bids received from Sinclair and Bidder B. At the March 29 meeting, Mr. Kern, together with representatives of the Tribune Financial Advisors and Debevoise, reviewed for the Tribune board the status of the process to explore the potential sale of Tribune. Representatives of the Tribune Financial Advisors discussed the results of their contacts with potentially interested parties, including eight strategic parties and six private equity firms. Of those 14 parties, Sinclair, Bidder B and Bidder C had submitted indications of interest in purchasing all or part of Tribune, eight had signed confidentiality agreements and received confidential information regarding Tribune, but did not submit an indication of interest, and three had declined to sign a confidentiality agreement. Representatives of the Tribune Financial

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Advisors then reviewed with the Tribune board the written offers received from Sinclair and Bidder B and the oral offer for four of Tribune's stations that had been received from Bidder C. The Tribune board then discussed the implied transaction premiums and multiples represented by the offers received, key valuation considerations reflected in the Sinclair and Bidder B proposals and the borrowing capacity of those two parties. Because the expression of interest from Bidder C was oral, preliminary and related only to a portion of Tribune's assets, the Tribune board did not consider the indication of interest from Bidder C to be competitive with the proposals from Sinclair and Bidder B but authorized the Tribune Financial Advisors to continue discussions with Bidder C to assess whether Bidder C would be making a more well-developed proposal to acquire all or a portion of the company.

        The Tribune board then discussed timing considerations regarding the solicitation of bids for the next and potentially final round of offers, taking into account the expected timing of FCC regulatory action to reinstate the UHF discount in late April, the due diligence requirements of the principal bidders and the date of Tribune's first quarter earnings call. The Tribune board requested that the Tribune Financial Advisors prepare instructions for the next round of bidding consistent with the timing considerations reviewed by the Tribune board and asked Debevoise to prepare a form of merger agreement to be sent to the two principal bidders, Sinclair and Bidder B.

        On April 12, 2017, Bidder C was given access to a limited data room with information regarding the television assets it had indicated a preliminary interest in acquiring. Thereafter, Bidder C did not continue to express interest in a potential transaction with Tribune.

        On April 14, 2017, a bid instruction letter asking for final bids on May 4, 2017, as well as an auction draft of the merger agreement, was provided to each of Sinclair and Bidder B. The bid instruction letter requested initial comments to the auction draft of the merger agreement no later than April 23, 2017.

        On April 18, 2017, the chief executive officer of Bidder B met with Mr. Kern, Mr. Lazarus and Mr. Bigelow at Tribune's offices to discuss prior transactions involving Bidder B and Bidder B's stock performance.

        On April 20, 2017, the FCC, in a 2-1 vote, reinstated the UHF discount, easing media ownership restrictions related to the FCC national cap.

        On April 20, 2017, Tribune received a preliminary proposal, submitted jointly by two parties whom we refer to collectively as "Bidder D," to acquire 100% of Tribune's outstanding equity at a price of $40.00 to $44.00 per share in cash. On April 21, 2017, representatives of the Tribune Financial Advisors and Debevoise met with the Transaction Committee to review the proposal received from Bidder D. The Transaction Committee approved permitting Bidder D to conduct due diligence and instructed Tribune's advisors to send Bidder D a bid instruction letter and draft merger agreement. Members of Tribune management and the Transaction Committee later informed the other Tribune directors of the proposal submitted by Bidder D.

        On April 22, 2017, after signing a confidentiality agreement, Bidder D was given access to the data room. On April 23, 2017, a bid instruction letter asking for a final bid on May 4, 2017, as well as a draft merger agreement prepared by Debevoise and providing for an all-cash offer, was delivered to Bidder D.

        On April 23, 2017, each of Sinclair and Bidder B submitted an initial markup of the draft merger agreement to Tribune.

        During the week of April 24, 2017, Debevoise provided oral feedback to legal counsel for each of Sinclair and Bidder B on the markups of the merger agreement received from each party and asked for revised markups of the merger agreement to be submitted on May 1, 2017. Also during the week of April 24, 2017, Covington & Burling LLP, which we refer to as "Covington," regulatory counsel to Tribune, held discussions with regulatory counsel for each of Sinclair and Bidder B to discuss each party's plan for obtaining regulatory approval of the proposed transaction.

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        On April 26, 2017, Tribune senior management and representatives of the Tribune Financial Advisors met with representatives of Bidder D and its advisors at Debevoise's offices in New York to discuss the Tribune business. Prior to this meeting, Mr. Kern had communicated with a representative of Bidder D's financial advisor via telephone and email regarding Bidder D's interest in a transaction.

        On May 1, 2017, a markup of the merger agreement was received from Bidder D and a revised markup of the merger agreement was received from Sinclair's outside counsel, Fried, Frank, Harris, Shriver & Jacobson LLP, which we refer to as "Fried Frank." Also on May 1, 2017, members of Tribune management and representatives of the Tribune Financial Advisors met with Sinclair senior management, including Mr. Ripley and Mr. Shapiro, to discuss Sinclair's business and performance.

        On May 2, 2017, Debevoise provided oral feedback to legal counsel for Bidder D on the markup of the merger agreement received and indicated that a revised draft of the merger agreement reflecting this feedback would be provided.

        On May 3, 2017, a revised draft of the merger agreement between Tribune and each of Sinclair, Bidder B and Bidder D, respectively, reflecting the prior discussions with the bidders and consideration of the bidders' markups, was sent by Debevoise to outside counsel for each of Sinclair, Bidder B and Bidder D, and each of the parties was asked to submit a revised markup of the draft merger agreement with their final bids on May 4, 2017.

        On May 4, 2017, final bids were received from each of Sinclair and Bidder B, together with a revised draft of the merger agreement and debt commitment letters. Bidder D communicated to the Tribune Financial Advisors on this date that it would not be submitting a bid. Sinclair proposed to acquire 100% of Tribune's outstanding equity at a price of $38.50 per share, with the consideration consisting of $30.81 per share in cash and a contingent value right for the after-tax proceeds of the sale of Tribune's real estate assets and interest in CareerBuilder (which Sinclair's proposal estimated to be worth $7.69 per share). Bidder B proposed to acquire 100% of Tribune's outstanding equity at a price of $40.00 per share, with the consideration consisting of $29.00 per share in cash and $11.00 per share in Bidder B stock. Each of the bids received from Sinclair and Bidder B required that the Oaktree shareholders, which are funds managed by Oaktree Capital Management, Tribune's largest shareholder and one of whose founders, Mr. Bruce Karsh, is chairman of the Tribune board, sign agreements requiring, among other things, that the Oaktree shareholders vote their shares of Tribune common stock in favor of a potential transaction.

        On May 5, 2017, representatives of the Tribune Financial Advisors, Debevoise and Covington met with the Tribune board to review the offers received from Sinclair and Bidder B and the decisions of Bidder C and Bidder D not to submit an offer. Representatives of the Tribune Financial Advisors reviewed with the Tribune board a comparison of the relative values of the two offers, discussed the debt financing commitments submitted by the two bidders and presented to the Tribune board their preliminary financial analyses and an analysis of the relative values of the stock consideration (in the case of the Bidder B proposal) and the contingent value right (in the case of the Sinclair proposal) components of the two offers. Representatives of Debevoise then updated the Tribune board on negotiations that had taken place between April 23 and May 4 with the two bidders on material terms of the merger agreement and the voting agreement. Representatives of Debevoise also reviewed with the Tribune board its fiduciary duties in connection with evaluating the two offers. Mr. Lazarus and representatives of Covington reviewed with the Tribune board the FCC and antitrust regulatory issues relevant to the Tribune board's consideration of the two offers.

        Following this presentation and further discussion, the Tribune Board determined that the two bids were sufficiently close in value that the bidders should be asked to bid again. The Tribune board instructed the Tribune Financial Advisors to go back to each of Sinclair and Bidder B to ask for best and final bids on May 6, 2017 and to inform Sinclair that the Tribune board considered the contingent value right component of its bid a negative element of its proposal. The Tribune Financial Advisors

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then held discussions with each of Sinclair and Bidder B asking for revised final bids, and Debevoise sent each of Sinclair and Bidder B revised drafts of the merger agreement for Sinclair and Bidder B to consider in connection with the submission of their final bids. On May 6, 2017, Bidder B submitted a revised proposal to acquire 100% of Tribune's outstanding equity at a price of $41.00 per share, with the consideration consisting of $29.00 per share in cash and $12.00 per share in Bidder B stock. Sinclair submitted a revised proposal to acquire 100% of Tribune's outstanding equity at a price of $43.00 per share, with the consideration consisting of $31.00 per share in cash and $12.00 per share in Sinclair Class A common stock.

        On May 6, 2017, the Tribune board held a telephonic meeting at which it reviewed the latest bids received from Sinclair and Bidder B. Representatives of the Tribune Financial Advisors reviewed with the Tribune board a summary of the two offers. The Tribune board also discussed an analysis prepared by Guggenheim Securities which analyzed how each bidder's stock consideration might trade after a transaction. Representatives of Debevoise reviewed with the Tribune board a comparison of the material terms of each of the merger agreements that had been negotiated with the two bidders, focusing on the terms relating to the bidders' efforts to obtain regulatory approvals, termination rights, conditionality and the size and triggers for the payment of any termination fees. Representatives of Covington reviewed with the Tribune board the proposals that had been negotiated with the two bidders regarding their efforts to obtain both FCC and antitrust regulatory approval, noting that the Sinclair proposal offered a higher degree of certainty of closing as between the two proposals. Representatives of the Tribune Financial Advisors also discussed with the Tribune board conversations that took place with Bidder B in which Bidder B indicated it was not likely to raise its offer price. The Tribune board determined that Sinclair's offer represented the best opportunity to achieve the highest value for Tribune shareholders in the sales process and instructed the Tribune Financial Advisors to inform Sinclair that if it improved its offer and modified the mix of consideration between cash and stock to increase the cash component, Tribune would negotiate to finalize the merger agreement on an exclusive basis with Sinclair. Representatives of the Tribune Financial Advisors then contacted Sinclair the evening of May 6, 2017, and in response Sinclair increased its offer to $43.50 per share, with the split between cash and stock revised to be approximately $35.00 to $35.50 per share in cash and an amount in Sinclair Class A common stock that would be less than 20% of its then outstanding shares (valued at between $8.50 and $8.00 per share at the closing price for shares of Sinclair Class A common stock on May 5, 2017). The Tribune Financial Advisors also informed Bidder B that the Tribune board had determined to move forward with a bidder who had submitted a higher offer. Upon receiving this information, Bidder B did not submit a revised offer.

        On May 7, 2017, Tribune senior management met with Debevoise at Debevoise's offices in New York. Senior management from Sinclair and Tribune, along with their legal advisors from Fried Frank and Debevoise, respectively, communicated via telephone and email throughout the day to finalize the transaction documents. During the negotiations, the $43.50 per share offer price was finally determined to consist of $35.00 per share in cash and 0.2300 shares of Sinclair Class A common stock (valued at $8.50 per share at the closing price for shares of Sinclair Class A common stock on May 5, 2017).

        On the evening of May 7, 2017, the Tribune board held a telephonic meeting at which it was joined by representatives of the Tribune Financial Advisors and Debevoise. At this meeting, management, together with representatives of the Tribune Financial Advisors and Debevoise, discussed Sinclair's final offer with the Tribune board. Moelis reviewed its final financial analysis of the merger consideration, and rendered an oral opinion, subsequently confirmed by delivery of a written opinion dated May 7, 2017, to the Tribune board that, as of such date and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the merger consideration to be received by the Tribune shareholders in the transaction was fair from a financial point of view to such holders (other than certain Excluded Holders). Guggenheim Securities reviewed with the Tribune board Guggenheim Securities' final

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financial analysis of the merger consideration and rendered an oral opinion, confirmed by delivery of a written opinion dated May 7, 2017, to the Tribune board that, as of such date and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the merger consideration was fair, from a financial point of view, to the Tribune shareholders (excluding Sinclair and its affiliates). Representatives of Debevoise reviewed with the Tribune board the final negotiated terms of the merger agreement and the voting agreement. Following further discussion with the Tribune Financial Advisors and Debevoise, the Tribune board adopted resolutions approving the transaction with Sinclair and recommending that Tribune's shareholders approve the merger and adopt the merger agreement.

        Early on the morning of May 8, 2017, Tribune and Sinclair entered into the merger agreement and the Oaktree shareholders and Sinclair entered into the voting agreement. Subsequently, that same day, the transaction was announced via press release.

        In connection with the preparation of this proxy statement/prospectus, management of Tribune requested that the Tribune Financial Advisors reconcile the differences between their respective calculations of unlevered free cash flow for Tribune's TV&E business and of Tribune's cash distributions from TVFN used by the advisors in their respective discounted cash flow analyses in connection with the fairness opinions delivered to the Tribune board on May 7, 2017. During the course of this reconciliation work, the Tribune Financial Advisors determined that certain of the calculations made by Guggenheim Securities and certain of the calculations made by Moelis, in each case, did not accurately reflect the financial projections and assumptions that Tribune management had provided to the Tribune Financial Advisors. The Tribune Financial Advisors further confirmed that the differences were not attributable to information that had been provided by Tribune management to the Tribune Financial Advisors. On June 24, 2017, the Tribune board held a telephonic meeting at which all members of the Tribune board were present. The Tribune board was joined by representatives of Tribune management, each of the Tribune Financial Advisors and Debevoise. At this meeting, representatives of each of the Tribune Financial Advisors described the original calculations of unlevered free cash flow for Tribune's TV&E business and of Tribune's cash distributions from TVFN performed by them in connection with their respective financial analyses underlying their respective fairness opinions delivered to the Tribune board on May 7, 2017 and the differences in their respective calculations. They also presented their respective adjustments to the original calculations. The adjustments to their original calculations are described in notes 9 and 10 (in the case of Moelis) and notes 11 and 12 (in the case of Guggenheim Securities) reflected in the section entitled "Transaction Summary—Tribune Management's Unaudited Prospective Financial Information—Summary of Tribune Projections" beginning on page 106. Each of Moelis and Guggenheim Securities confirmed to the Tribune board that the use of such revised calculations would not have changed the conclusion set forth in their respective opinions as of the date such opinions were delivered. Following receipt of such confirmation and advice, the Tribune board affirmed its recommendation that the Tribune shareholders vote to approve the merger proposal.

Merger Consideration

        In the merger, each share of Tribune common stock issued and outstanding immediately prior to the effective time of the merger (other than shares held by any Tribune subsidiary, Sinclair, or any Sinclair subsidiary) will be converted into the right to receive (i) $35.00 in cash, without interest and less any required withholding taxes, and (ii) 0.2300 of a share of Sinclair Class A common stock, par value $0.01 per share. The value of the merger consideration is $43.50 for each share of Tribune common stock exchanged in the merger, such value being the sum of the cash consideration of $35.00 per share of Tribune common stock exchanged in the merger plus the stock consideration per share, which amounts to $8.50. The stock consideration per share was calculated by multiplying the exchange

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ratio by $36.95, which was the trading price of the Sinclair Class A common stock on May 5, 2017, the last full day of trading before the announcement and execution of the merger agreement.

        No fractional shares of Sinclair Class A common stock will be issued in the merger, and shareholders will receive cash, without interest, in lieu of any fractional shares.

        The merger agreement also provides that each holder of an outstanding stock option (whether or not vested) will receive, for each share of Tribune common stock subject to such stock option, a cash payment equal to the excess, if any, of the merger consideration value and the exercise price per share of such option, without interest and subject to all applicable withholding. Each outstanding restricted stock unit award will be converted into a cash-settled restricted stock unit award reflecting a number of shares of Sinclair Class A common stock equal to the number of shares of Tribune common stock subject to such award multiplied by a ratio equal to (i) the exchange ratio plus (ii) the cash consideration divided by the trading value of the Sinclair Class A common stock over a specified period prior to the consummation of the merger. Otherwise, each such award will continue to be subject to the same terms and conditions as such award was subject prior to the merger. Each outstanding performance stock unit (other than Supplemental PSUs) will automatically become vested at "target" levels of performance and will be entitled to receive an amount of cash equal to the number of shares of Tribune common stock that are subject to such unit as so vested multiplied by the sum of (i) the cash consideration and (ii) the exchange ratio multiplied by the trading value of the Sinclair Class A common stock over a specified period prior to the consummation of the merger without interest and subject to all applicable withholding. Each holder of an outstanding Supplemental PSU that will vest in accordance with its existing terms will be entitled to receive an amount of cash equal to the number of shares of Tribune common stock that are subject to such unit as so vested multiplied by the sum of (i) the cash consideration and (ii) the exchange ratio multiplied by the trading value of the Sinclair Class A common stock over a specified period prior to the consummation of the merger without interest and subject to all applicable withholding. Any Supplemental PSUs that do not vest will be canceled without any consideration. Each holder of an outstanding deferred stock unit will be entitled to receive an amount of cash equal to the number of shares of Tribune common stock that are subject to such unit as so vested multiplied by the sum of (i) the cash consideration and (ii) the exchange ratio multiplied by the trading value of the Sinclair class A common stock over a specified period prior to the consummation of the merger without interest and subject to all applicable withholding.

        Each outstanding warrant will become a warrant exercisable, at its current exercise price of $0.001, for the merger consideration in respect of each share of Tribune common stock subject to the warrant prior to the merger.

Tribune's Reasons for the Transaction and Recommendation of the Tribune Board

        At its meeting on May 7, 2017, the Tribune board (i) determined that the terms of the merger agreement and the transactions contemplated thereby, including the merger, are fair to, and in the best interests of, Tribune and the Tribune shareholders, (ii) determined that it is in the best interests of Tribune and the Tribune shareholders and declared it advisable for Tribune to enter into the merger agreement and perform its obligations thereunder, (iii) approved the execution and delivery by Tribune of the merger agreement, the performance by Tribune of its covenants and agreements contained therein and the consummation of the transactions contemplated by the merger agreement, including the merger, upon the terms and subject to the conditions contained therein, (iv) recommended that the Tribune shareholders approve the merger and adopt the merger agreement and (v) directed that the merger agreement be submitted to the Tribune shareholders at a meeting of the Tribune shareholders for their adoption in accordance with DGCL.

        In evaluating the transaction, the Tribune board consulted with Tribune's management, as well as legal and financial advisors to Tribune.

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        The Tribune board unanimously recommends that the Tribune shareholders vote 'FOR' the transaction and adopt the merger agreement.

        The Tribune board considered various factors, discussed in more detail below, in making its determination and recommendation.

    Financial Terms; Certainty of Value

    Historical market prices, volatility and trading information with respect to the Tribune common stock and the Sinclair common stock, including that the merger consideration of $43.50 per share of Tribune common stock as of May 7, 2017 represented a premium of:

    approximately 36% over Tribune's closing share price on November 7, 2016, the day prior to the U.S. presidential election;

    approximately 26% over Tribune's unaffected closing share price on February 28, 2017, the day prior to media speculation regarding a possible transaction;

    approximately 14% over Tribune's 30-day volume weighted average closing stock price; and

    approximately 8% over Tribune's closing share price on May 5, 2017, the last trading day prior to the announcement of the execution of the merger agreement.

    The form of consideration to be paid in the transaction is 80.5% cash based on the May 5, 2017 Sinclair Class A common stock closing price of $36.95, which cash component provides certainty of value and immediate liquidity to the Tribune shareholders while avoiding potential long-term business risk.

    The form of consideration to be paid in the transaction is 19.5% stock based on the May 5, 2017 Sinclair Class A common stock closing price of $36.95, which provides the Tribune shareholders with the ability to participate in possible growth and profits of Sinclair following the completion of the transaction.

    The belief of the Tribune board that, at this time, the merger consideration of $43.50 per share is more favorable to the Tribune shareholders than the potential value that might result from the alternatives reasonably available to Tribune (including the alternative of remaining a stand-alone publicly-held entity and other strategic alternatives that might be pursued as a stand-alone publicly-held entity given the potential rewards, risks and uncertainties associated with pursuing those other potential alternatives).

    The merger agreement permits Tribune to continue to pay to the Tribune shareholders regular quarterly cash dividends in an amount not to exceed $0.25 per share per quarter (with record and payment dates consistent with the record and payment dates applicable to the applicable quarterly cash dividend in the year prior to May 8, 2017), which effectively increases the potential amount payable to the Tribune shareholders through the closing.

    The Tribune board views the transaction as presenting a reasonably high degree of deal certainty, based on, among other things, the limited number of conditions to closing in the merger agreement, the fact that no Sinclair shareholder vote is required to approve the transaction, the debt financing commitments that have been delivered by Sinclair and the commitments made by Sinclair in the merger agreement to obtain the required regulatory approvals.

    Broader Scale.    Following the closing of the transaction, Sinclair will be one of the largest broadcast television groups in the United States. Following the closing of the transaction, Sinclair's increased size is expected to enhance its ability to capture the general operating

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      synergies of a larger company, sustain retransmission revenue growth, compete for national and digital advertising and obtain more favorable syndicated programming arrangements.

    Diversification.    Following the closing of the transaction, Sinclair will be more geographically diverse, will have a broader variety of network affiliates and will have a presence in more markets that generate strong political revenues than Tribune would on a stand-alone basis. Following the closing of the transaction, Sinclair will also have a broader advertiser base and more diverse revenue stream, all of which is expected to make the business less susceptible to weakness in any single market or line of business.

    ATSC 3.0 Opportunity.    Following the closing of the transaction, Sinclair would have the largest low-band spectrum holdings with an opportunity to create a nationwide advanced televisions systems committee, which we refer to as "ATSC," 3.0 network of advance services in partnership with other broadcasters.

    Expected Synergies.    Tribune management expects that Sinclair, following the closing of the transaction, will be able to realize significant operating and financing synergies.

        The Tribune board considered the following additional factors as generally supporting its determination and recommendation:

    that the price proposed by Sinclair reflected extensive negotiations between the parties and their respective advisors, and represented the highest proposal that Tribune received for shares of Tribune common stock after a competitive and broad auction process, and the highest price per share of Tribune common stock to which the Tribune board believed Sinclair was willing to agree;

    the results of Tribune's due diligence investigation of Sinclair, which included review of historical financial results and projections, and legal and other matters;

    the financial presentation and opinion of Moelis, dated May 7, 2017, addressed to the Tribune board as to the fairness, from a financial point of view and as of the date of such opinion, of the merger consideration to be received in the merger by holders of Tribune common stock (other than the Excluded Holders), as more fully described below under the section entitled "Opinions of Tribune's Financial Advisors—Moelis & Company" beginning on page 73;

    the financial presentation and opinion of Guggenheim Securities, dated May 7, 2017, addressed to the Tribune board as to the fairness, from a financial point of view and as of the date of the opinion, of the merger consideration to the holders of Tribune common stock (excluding Sinclair and its affiliates), which opinion was based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken as more fully described under the section entitled "Transaction Summary—Opinions of Tribune's Financial Advisors—Guggenheim Securities, LLC" beginning on page 85;

    the fact that the transaction is not subject to a debt financing contingency and the obligation under the merger agreement of Sinclair to use reasonable best efforts to obtain alternative debt financing if all or any portion of the committed financing becomes unavailable for any reason;

    the fact that the Oaktree shareholders, representing approximately 16.3% of the aggregate voting power of all shares of Tribune common stock, agreed to enter into a voting agreement that includes their agreement to vote in favor of the approval of the merger and voting against an alternative acquisition proposal;

    the Tribune board's view as to the timing and likelihood of the consummation of the transaction, in light of the required regulatory approvals, the commitments made by Sinclair to obtain such approvals (including the fact that, Sinclair is required to use reasonable best efforts to take

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      action in order to obtain the required regulatory approvals of the transaction, including agreeing to certain divestures, as further described in "Transaction Summary—Regulatory Approvals" beginning on page 118) and the conditions to closing contained in the merger agreement; and

    certain terms of the merger agreement, including:

    the ability of Tribune to seek damages in the event of a willful breach by Sinclair of its obligations under the merger agreement;

    the right of Tribune to negotiate with a third party who submits an unsolicited alternative acquisition proposal that the Tribune board determines, after consultation with Tribune's outside financial advisors and outside legal counsel, is or would reasonably be expected to lead to a superior proposal if the failure to take such action would reasonably be expected to be inconsistent with the Tribune board's fiduciary duties under applicable law;

    the right of Tribune to terminate the merger agreement to enter into a transaction with respect to a superior proposal;

    the customary and reasonable nature of the deal protection provisions of the merger agreement, which the Tribune board determined, with the assistance of its advisors, would not preclude or deter a willing and financially capable third party, were one to exist, from making a superior proposal for Tribune following the announcement of a transaction with Sinclair;

    the ability of the Tribune board, under certain circumstances, to withdraw its recommendation in favor of the transaction;

    the merger agreement's limitations on Sinclair soliciting, discussing or negotiating an alternative acquisition proposal;

    the outside date under the merger agreement of May 8, 2018 (which may be extended to August 8, 2018 under certain circumstances), allowing for sufficient time to complete the merger;

    the general obligation of each of Tribune and Sinclair to use its reasonable best efforts to consummate the transaction as promptly as reasonably practicable; and

    Tribune's ability to seek specific performance of Sinclair's obligations under the merger agreement.

        The Tribune board weighed the foregoing advantages and benefits against the following potentially negative factors:

    the challenges inherent in the combination of two businesses, including the risk that integration may take more time and be more costly than anticipated, the possible diversion of management attention for an extended period of time to effect the integration and the possible adverse effects of the announcement and pendency of the transaction on customers, providers, vendors, regulators, other business relationships and the communities in which Tribune operates, in particular if the merger is not completed;

    the fact that substantial costs will be incurred by both Tribune and Sinclair in connection with the transaction;

    the risks and uncertainties inherent in Sinclair's business and operations;

    the risk that Tribune and Sinclair might not meet their respective financial projections;

    the risk that Sinclair, following the closing of the transaction, may not be able to timely or fully realize the expected operating and financing synergies or the other anticipated benefits of the transaction;

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    the fact that the Tribune shareholders will own only approximately 17% of the fully diluted shares of Sinclair following the closing of the transaction;

    the fact that certain of Tribune's directors and executive officers may receive certain benefits that are different from, and in addition to, those of Tribune's other shareholders (See "Transaction Summary—Interests of Tribune's Directors and Executive Officers in the Merger" beginning on page 109);

    the risk that the conditions to closing of the transaction will not be satisfied, including as result of (i) the Tribune shareholders failing to approve the merger or (ii) the required regulatory approvals for the transaction failing to be obtained;

    the risk that regulatory agencies may impose terms and conditions on their approvals, including potentially requiring the divestiture of certain television stations, that may materially delay the closing of the transaction, materially impair the business operations or be materially adverse to the business of Sinclair following the closing of the transaction;

    the amount of time it could take to complete the transaction, including the fact that the closing of the transaction depends on factors outside Tribune's control;

    the possibility that Sinclair will be unable to obtain all or a portion of the debt financing contemplated by the debt commitment and the increased leverage to be assumed by Sinclair in connection with the transaction;

    the possibility that the transaction is not completed and the potential consequences of not completing the transaction, including the potential negative impact on Tribune's business and the trading price of the shares of Tribune common stock;

    the fact that the number of shares of Sinclair Class A common stock to be received by the Tribune shareholders is based on a fixed exchange ratio which will not fluctuate as a result of changes in the price of Sinclair common stock or Tribune common stock prior to the transaction, which means that the relative value of the shares to be received by the Tribune shareholders as part of the merger consideration could potentially decrease prior to the closing of the transaction if the trading price of Sinclair common stock changes, without the Tribune shareholders receiving any additional benefit due to such decrease;

    certain terms of the merger agreement, including:

    the restriction on Tribune's ability to solicit alternative acquisition proposals;

    the termination fee of $135.5 million that Tribune would be required to pay if the merger agreement is terminated under certain circumstances;

    the Sinclair expense reimbursement ranging from $38.5 to $48.5 million that Tribune would be required to pay to Sinclair if the Tribune shareholders do not approve the merger at the special meeting;

    the restrictions on Tribune's operations until the consummation of the transaction (or the termination of the merger agreement), which restrictions could delay or prevent Tribune from undertaking material strategic opportunities that might arise prior to the closing of the transaction to the detriment of Tribune shareholders, in particular if the merger is not completed;

    the requirement that Tribune and Sinclair obtain the FCC consent and HSR approval complete the transaction;

    the fact that Sinclair would not have to complete the merger under certain circumstances, including where Sinclair would be required to take actions to obtain regulatory approvals

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        that would have an approval material adverse effect on Sinclair, as further described in "Transaction Summary—Regulatory Approvals" beginning on page 118; and

      the fact that Tribune shareholders will have no recourse for post-closing indemnification in the event of inaccuracies in the representations and warranties of Sinclair contained in the merger agreement;

    the fact that the merger is expected to be a taxable transaction to U.S. Holders for U.S. federal income tax purposes;

    the potential downward pressure on the share price of Sinclair following the closing of the transaction that may result if Tribune shareholders seek to sell their shares of Sinclair Class A common stock after closing; and

    the risks described under "Risk Factors," beginning on page 35.

        The Tribune board believed that, overall, the potential benefits of the proposed transaction to Tribune and the Tribune shareholders outweighed the risks, many of which are mentioned above. The Tribune board realized, however, that there can be no assurance about future results, including results considered or expected as described in the factors listed above. The factors considered by the Tribune board and all other information in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under "Cautionary Note Regarding Forward-Looking Statements" beginning on page 45.

        This discussion of the factors considered by the Tribune board in approving the merger agreement and the merger and recommending that the Tribune shareholders approve the proposals at the special meeting described in this proxy statement/prospectus includes the material factors considered by the Tribune board, but it is not intended to be exhaustive and does not include all of the factors considered. In view of the variety of factors described above and the quality and amount of information considered, the Tribune board did not find it practicable to quantify or otherwise assign relative weight to, and did not make any specific assessments of, the specific factors considered in reaching its determination. Individual members of the Tribune board may have given different weights to different factors.

Sinclair's Reasons for the Transaction

        In making its determination to approve the merger agreement and the transactions, the Sinclair board considered a number of factors, including the factors listed below. The Sinclair board considered these factors as a whole and considered the relevant information and factors to be favorable to, and in support of, its determination.

    Broad National Reach.  As a result of the transaction and all previously announced pending transactions, Sinclair will have an audience reach of 72% of all U.S. television households across 108 markets, including in 39 of the top 50 top Nielsen Designated Market Areas, which we refer to as "DMAs" (without taking into account divestitures, if any, that may be necessary in connection with the transactions). This broader nationwide reach will allow Sinclair to offer even greater value to multi-channel video distributors and increased syndicated programming arrangements. It is also expected to better position Sinclair for scaled national news cooperation and national sales cooperation.

    Large Network Portfolio.  Following completion of the transaction, Sinclair would have the largest station portfolio of network affiliates in top DMAs, allowing it to offer high value and broad audience reach to multi-channel video programming distributors, which we refer to as "MVPDs."

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    Largest TV Broadcasting Company.  After the completion of the transaction and all previously announced pending transactions, Sinclair would be the largest television broadcasting company in the United States with approximately $4.3 billion of media revenue and be the owner of 233 full power television markets (without taking into account divestitures, if any, that may be necessary in connection with the transactions).

    Diversification.  The merger would increase Sinclair's broadcast portfolio assets for multiple network affiliations. Sinclair is also expected to benefit from Tribune's established and emerging network portfolios and non-TV assets, including Tribune's minority equity interest in the TV Food Network and certain real estate properties.

    Significant Expected Synergies.  Sinclair expects to realize approximately $191 million of synergies, excluding WGNA (Tribune's nationally distributed cable, satellite and telecommunications network) and $266 million of synergies, including WGNA, with a one-time cost to achieve such synergies being approximately $60 million to $80 million.

    Increased Revenue and Free Cash Flow.  The transaction is expected to increase Sinclair's revenue and result in over $78 million of average free cash flow at the end of 2018 and $107 million of free cash flow at the end of 2019, which will be available to be used to reduce leverage, fund additional strategic growth investments, pay down existing debt and return capital to Sinclair shareholders.

    Digital Footprint.  The transactions including all previously announced pending transactions are expected to more than double Sinclair's digital properties. Sinclair is expected to reach over 100 million unique visitors monthly and realize expense and operating synergies and increase the deployment of various digital products and services across a larger footprint of additional websites.

    ATSC 3.0 Opportunity.  Sinclair expects to have the largest low-band spectrum holdings with an opportunity to create a nationwide ATSC 3.0 network of advance services in partnership with other broadcasters. The Sinclair board considered the following additional factors as generally supporting its determination:

    its belief that the merger is more favorable to Sinclair's shareholders than the potential value that would result from Sinclair continuing without an acquisition of Tribune;

    the current and prospective business climate in the industry in which Sinclair and Tribune operate;

    the view of the likelihood that the transaction will be consummated, based on, among other things, the conditions to closing contained in the merger agreement, the commitment by Sinclair to obtain financing, the commitment by Sinclair and Tribune to obtain regulatory clearances subject to certain limitations, and the voting agreement with the Oaktree shareholders holding approximately 16.3% of the outstanding Tribune common stock as of May 4, 2017; and

    the financial and other terms of the merger agreement, including the termination fee of up to $135.5 million payable by Tribune to Sinclair under certain circumstances described in the section entitled "The Agreements—Description of the Merger Agreement—Termination Fee" beginning on page 150.

        The Sinclair board weighed the foregoing advantages and benefits against a variety of potentially negative factors, including:

    the challenges inherent in the combination of two businesses, including the risk that integration of the two companies may take more time and be more costly than anticipated, and the risk that

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      the cost savings, synergies and other benefits expected to be obtained as a result of the transaction might not be fully or timely realized;

    the fact that substantial costs will be incurred by both Sinclair and Tribune in connection with the transaction;

    the risk that Tribune might not meet its financial projections;

    the fact that Sinclair and Tribune own television stations in overlap markets and that regulatory authorities may require Sinclair and Tribune to make divestitures in the overlap markets and possibly other markets to comply with the FCC local ownership rules and the FCC national cap;

    the fact that Sinclair may incur up to $5.6 billion in indebtedness in connection with the merger, which may adversely impact Sinclair's operations following the merger;

    certain terms of the merger agreement, including:

    Tribune's ability, under certain circumstances and subject to certain conditions, to furnish information to and to conduct negotiations with a third party that makes an unsolicited bona fide proposal for a business combination or acquisition of Tribune that the Tribune board determines is reasonably likely to lead to a proposal that is superior to the merger; and

    the restrictions on the conduct of certain aspects of Sinclair's business until the completion of the transaction (or the termination of the merger agreement), which may delay or prevent Sinclair from undertaking business opportunities that may arise or negatively affect Sinclair's ability to attract and retain key personnel;

    the potential downward pressure on the share price of Sinclair after the closing of the transaction that may result if the Tribune shareholders seek to sell their shares of Sinclair Class A common stock after the closing; and

    the risks of the type and nature described under "Risk Factors" beginning on page 35.

        After considering the various potentially positive and negative factors, including the foregoing, the Sinclair board determined that, overall, the potential benefits of the merger outweighed the risks and uncertainties of the merger. The foregoing discussion of the information and factors considered by the Sinclair board is not exhaustive but is intended to reflect the principal factors considered by the Sinclair board in its consideration of the merger agreement, the merger and the other transactions contemplated by the merger agreement.

        The foregoing discussion of the information and factors considered by the Sinclair board utilized forward-looking information. This information should be read in light of the factors described under the section entitled "Cautionary Note Regarding Forward-Looking Statements" beginning on page 45 of this proxy statement/prospectus.

Opinions of Tribune's Financial Advisors

Moelis & Company

        At the meeting of the Tribune board on May 7, 2017 to evaluate and approve the merger, Moelis & Company, which we refer to as "Moelis," delivered an oral opinion (which was subsequently confirmed by delivery of a written opinion, dated May 7, 2017) addressed to the Tribune board that, based upon and subject to the qualifications, conditions, limitations and assumptions stated in its opinion, as of the date of the opinion, from a financial point of view, and as of such date, the merger consideration to be received by the Tribune shareholders, other than the Excluded Holders, in the merger is fair to such holders.

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        The full text of Moelis's written opinion dated May 7, 2017, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C to this proxy statement/prospectus and is incorporated herein by reference. Moelis's opinion was provided for the use and benefit of Tribune's board (solely in its capacity as such) in its evaluation of the merger. Moelis's opinion is limited solely to the fairness, from a financial point of view, of the merger consideration to be received by the Tribune shareholders, other than the Excluded Holders, and does not address Tribune's underlying business decision to effect the merger or the relative merits of the merger as compared to any alternative business strategies or transactions that might be available with respect to Tribune. Moelis's opinion does not constitute a recommendation to any stockholder of Tribune as to how such stockholder should vote or act with respect to the merger or any other matter. Moelis's opinion was approved by a Moelis fairness opinion committee.

        In arriving at its opinion, Moelis, among other things:

    reviewed certain publicly available business and financial information relating to Tribune and Sinclair, including publicly available research analysts' financial forecasts;

    reviewed certain internal information relating to the business, earnings, cash flow, assets, liabilities and prospects of Tribune furnished to Moelis by Tribune, including financial forecasts provided to or discussed with us by the management of Tribune, which we refer to as "Tribune management";

    reviewed certain internal information relating to the business, including financial forecasts of Sinclair, furnished to Moelis by Sinclair;

    conducted discussions with members of the senior management and representatives of Tribune and Sinclair concerning the information described above, as well as the business and prospects of Tribune and Sinclair generally;

    reviewed publicly available financial and stock market data of certain other companies in lines of business that Moelis deemed relevant;

    considered the results by or on behalf of Tribune, including by Moelis at Tribune's direction, solicitations of indications of interest from third parties with respect to a possible acquisition of all or a portion of Tribune;

    reviewed the financial terms of certain other transactions that Moelis deemed relevant;

    reviewed a draft, dated May 7, 2017, of the merger agreement;

    participated in certain discussions and negotiations among representatives of Tribune and Sinclair and their advisors; and

    conducted such other financial studies and analyses and took into account such other information as Moelis deemed appropriate.

        In connection with its review, with the consent of the Tribune board, Moelis relied on the information supplied to, discussed with or reviewed by Moelis for purposes of its opinion being complete and accurate in all material respects. Moelis did not assume any responsibility for independent verification of any of such information. With the consent of the Tribune board, Moelis relied upon, without independent verification, the assessment of Tribune and its legal, tax, regulatory and accounting advisors with respect to legal, tax, regulatory and accounting matters. With respect to the financial forecasts referred to above, Moelis assumed, at the direction of the Tribune board, that such financial information was reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Tribune and Sinclair as to the future performance of Tribune and Sinclair. Moelis expressed no views as to the reasonableness of any financial forecasts or

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the assumptions on which they were based. In addition, with the consent of the Tribune board, Moelis did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet, or otherwise) of Tribune or Sinclair, nor was Moelis furnished with any such evaluation or appraisal.

        Moelis's opinion did not address Tribune's underlying business decision to effect the merger or the relative merits of the merger as compared to any alternative business strategies or transactions that might be available to Tribune. Moelis's opinion did not address any legal, regulatory, tax or accounting matters. At the direction of the Tribune board, Moelis was not asked to, and did not, offer any opinion as to any terms of the merger agreement or any aspect or implication of the merger, except for the fairness of the merger consideration from a financial point of view to the Tribune shareholders (other than the Excluded Holders). Moelis assumed, with the consent of the Tribune board, that the Tribune Class A common stock and the Tribune Class B common stock are identical, and Moelis's opinion, therefore, did not take into account any differences between such classes of common stock as set forth in Tribune's organizational documents or otherwise. Moelis did not express any opinion as to fair value or the solvency of Tribune following the closing of the merger. Moelis expressed no opinion as to what the value of Sinclair common stock will be when issued pursuant to the merger agreement or the prices at which Sinclair common stock or Tribune common stock will trade in the future. In rendering its opinion, Moelis assumed, with the consent of the Tribune board, that the final executed form of the merger agreement would not differ in any respect material to Moelis's analysis from the draft that Moelis reviewed, that the merger would be consummated in accordance with its terms without any waiver or modification that could be material to Moelis's analysis, and that the parties to the merger agreement would comply with all the material terms of the merger agreement. Moelis also assumed, with the consent of the Tribune board, that all governmental, regulatory or other consents or approvals necessary for the completion of the merger will be obtained, except to the extent that could not be material to Moelis's analysis.

        Moelis's opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Moelis as of, the date of the opinion, and Moelis assumed no responsibility to update its opinion for developments after the date of the opinion. In addition, Moelis did not express any opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the merger, or any class of such persons, relative to the merger consideration or otherwise.

        As described in the sections entitled "Transaction Summary—Background of the Transaction" beginning on page 57 and "Transaction Summary—Tribune Management's Unaudited Prospective Financial Information—Summary of Tribune Projections," beginning on page 106, subsequent to the rendering of its opinion, Moelis determined that certain of the calculations made by Moelis of TV&E unlevered free cash flows and TVFN cash distributions as utilized in its financial analyses did not accurately reflect the financial projections and assumptions that Tribune management had provided to the Tribune Financial Advisors. Moelis's calculation of Tribune TV&E's unlevered free cash flow did not adjust for the non-deductibility of WGNA amortization and certain real estate capital expenditures, and Moelis's calculation of TVFN cash distributions did not reflect the tax associated with Tribune's portion of attributable net income of TVFN, the effects of each of which are set forth in "Transaction Summary—Tribune Management's Unaudited Prospective Financial Information—Summary of Tribune Projections—Revised TV&E Unlevered Free Cash Flow and TVFN Cash Distributions" beginning on page 108. Although Moelis did not prepare new financial analyses, Moelis confirmed to the Tribune board on June 24, 2017, and as further described below, that such adjustments would have generally reduced unlevered free cash flows and TVFN cash distributions and, as such, would not have changed the conclusion set forth in its opinion as of the date such opinion was delivered.

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    Summary of Financial Analyses of Tribune

        The following is a summary of the material financial analyses presented by Moelis to the Tribune board at its meeting held on May 7, 2017, in connection with its opinion. The following summary describes the material analysis underlying Moelis's opinion but does not purport to be a complete description of the analyses performed by Moelis in connection with its opinion.

        Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand Moelis's analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Moelis's analyses.

        Given the different nature of the businesses in which Tribune participates, Moelis conducted a sum-of-the-parts analysis for each of the valuation methodologies it executed with respect to Tribune, which analysis focused on Tribune's television, broadcasting and WGNA businesses as well as Tribune's pro rata portion of the cash distributions of TVFN.

        Selected Publicly Traded Companies Analysis of Tribune.    Moelis conducted a sum-of-the-parts selected publicly traded companies analysis by separately reviewing financial and stock market information relating to selected publicly traded companies in the industries in which Tribune's television broadcasting and media networks businesses operate as these two industries are most relevant to Tribune's primary sources of cash flow. Moelis selected publicly traded companies which have a significant presence in the television broadcasting and media networks industries because television broadcasting is Tribune's core business and companies in the media networks industry are more similar to WGNA and Tribune's minority investment in TVFN. The following table indicates the companies reviewed by Moelis with respect to each of these groups:

TV Broadcasting Group
  Media Networks Group
Sinclair Broadcast Group, Inc.    AMC Networks, Inc.
Nexstar Media Group, Inc.    Discovery Communications, Inc.
Gray Television, Inc.    Scripps Networks Interactive, Inc.
The E.W. Scripps Company    
TEGNA Inc.     

        Financial data for the selected companies was based on Wall Street research analyst consensus forecasts, public filings and other publicly available information and included, as appropriate, pro forma adjustments for acquisitions, unfunded pension liabilities or other material corporate events. Although none of the selected companies is directly comparable to Tribune, the companies included were selected because they are companies that, for purposes of analysis, had certain characteristics that may be considered reasonably comparable to Tribune.

        Moelis reviewed, among other things, for the TV Broadcasting Group, total enterprise values, which we refer to as "TEV," of the selected companies (calculated as (a) market value of the relevant company's diluted common equity based on its closing stock price on May 5, 2017, (b) plus preferred stock, (c) plus, as of the relevant company's most recently reported quarter end, short-term and long-term debt, (d) less cash and cash equivalents, (e) plus book value of non-controlling interests) as a multiple of earnings before interest, taxes, depreciation and amortization (without a reduction for stock-based compensation expense and pension expense), which we refer to as "EBITDA," for the two-year average of calendar years 2016 and 2017 (estimated). In line with television broadcasting industry practice, two-year average EBITDA is used for valuation purposes to account for the regular

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annual variations in cash flow due to the biannual election cycle and associated political advertising revenue. The following table summarizes the results of the analysis of the TV Broadcasting Group:

 
  TEV (millions)   Pro Forma Adjusted
EBITDA Growth(1)
  TEV / Pro Forma Adjusted
Avg CY 2016—CY 2017E
EBITDA
 

Sinclair Broadcast Group, Inc. 

  $ 7,005     1.8 %   7.9x  

Nexstar Media Group, Inc. 

  $ 7,712     7.0 %   8.4x  

Gray Television Inc. 

  $ 2,636     (1.6 %)   8.4x  

The E.W. Scripps Company

  $ 2,119     (5.4 %)   12.3x  

TEGNA Inc. 

  $ 9,696     2.8 %   8.1x  

(1)
Growth is based on two-year average 2016PF-2017E EBITDA over 2015PF-2016PF EBITDA growth.

        Moelis also reviewed, among other things, for the Media Networks Group, the TEV of the selected companies as a multiple of adjusted EBITDA for calendar year 2017 (estimated). The following table summarizes the results of the analysis of the Media Networks Group:

 
  TEV (millions)   Pro Forma Adjusted
EBITDA Growth(1)
  TEV / Pro Forma
Adjusted Avg CY 2017E
EBITDA
 

AMC Networks, Inc. 

  $ 6,523     4.1 %   7.5x  

Discovery Communications, Inc. 

  $ 21,753     3.9 %   8.6x  

Scripps Networks Interactive, Inc. 

  $ 11,957     2.4 %   8.2x  

(1)
Growth is based on 2017E EBITDA over 2016A EBITDA growth.

        In reviewing the characteristics of the selected companies for purposes of determining a reference range, Moelis noted that Sinclair, Nexstar Media Group, Inc., which we refer to as "Nexstar," and Gray Television Inc., which we refer to as "Gray Television," derive a vast majority of their revenue from TV broadcasting stations, and that The E.W. Scripps Company, which we refer to as "E.W. Scripps," and TEGNA Inc., which we refer to as "TEGNA," are diversified into non-broadcast businesses with E.W. Scripps generating 15% of its revenue from non-television businesses, including digital, and TEGNA generating 40% of its revenue from its digital segments, including Cars.com and CareerBuilder. Moelis also noted that WGNA (a) is a single cable channel network without the scale of the public company peers, (b) has a subscriber reach that is less than the fully-distributed cable networks owned by the selected publicly traded companies and (c) is currently undergoing a strategic shift in programming strategy away from original content. Moelis further observed that TVFN's two primary channels (Food Network and Cooking Channel) are widely distributed and have a strong core of original programming. Finally, Moelis noted that recent trading prices for ad-supported businesses had declined in the days prior to May 7, 2017 as a result of a softer advertising market and lower than expected first quarter performances. Moelis also noted that it did not have access to updated Wall Street projections to reflect such developments and that the lag in updated projections resulted in a downward trend in implied trading multiples.

        In light of the foregoing review and based on its professional judgment and experience, to calculate an implied core value of Tribune, Moelis applied (i) a range of selected multiples derived from the television broadcasting selected companies of 8.0x to 9.0x to the two-year average EBITDA for calendar years 2016 and 2017 (estimated) for Tribune's television broadcasting business (pro forma for normalizing below-market FOX affiliate fees), (ii) a range of selected multiples derived from the media networks selected companies of 7.0x to 8.0x to the EBITDA for 2017 (estimated) for Tribune's WGNA business (pro forma for the cancellation of the show Outsiders), (iii) a range of selected

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multiples derived from the media networks selected companies of 8.0x to 9.0x to the estimated 2017 TVFN cash distributions as a proxy for EBITDA received by Tribune, and (iv) a range of selected multiples of 8.0x to 9.0x, derived from weighting the multiples derived in (i) and (ii) with the pro-rata EBITDA contribution of Tribune's television broadcasting and WGNA businesses, to certain of Tribune's corporate expenses for 2017 (estimated) (excluding real estate EBITDA attributable to planned non-operating real estate dispositions).

        After calculating Tribune's implied core value, Moelis calculated Tribune's TEV by adding (i) the net present value (discounted at 8.5% consistent with Tribune's Television and Entertainment business, which we refer to as "Tribune TV&E," weighted average cost of capital) of spectrum proceeds expected to be received in the third quarter of 2017 according to Tribune management, (ii) the net present value (discounted at 8.5%) of after-tax proceeds for Tribune's minority stake in CareerBuilder based on the latest transaction information available to Tribune management, (iii) the net present value (discounted at 8.5%) of non-operating real estate planned to be sold in 2017, 2018 and 2019 based on Tribune management's estimates, (iv) the net present value (discounted at 8.5%) of the after-tax, incremental cash benefit associated with below-market FOX affiliate fees, and (v) the after-tax value of certain other assets, including Tribune's 5% stake in the Chicago Cubs. After calculating Tribune's TEV, Moelis calculated Tribune's equity value by subtracting (i) net debt (per Tribune's balance sheet dated March 31, 2017), (ii) tax-effected pension liability and medical, life and other benefits (per Tribune's balance sheet dated March 31, 2017), and (iii) the deferred tax liability of the Chicago Cubs (per Tribune's Annual Report on Form 10-K for the year ended December 31, 2016. This analysis indicated an implied per share reference range of approximately $33.22 to $40.51 per share of Tribune common stock, as compared to $43.50 per share merger consideration.

        Selected Precedent Transactions Analysis of Tribune.    Moelis conducted a sum-of-the-parts selected precedent transactions analysis by reviewing selected transactions in the television broadcasting industry since 2011, focusing primarily on the transactions with a TEV greater than $1 billion, and also reviewed selected transactions in the media networks industry since 2013.

        Moelis reviewed announced transaction values of the selected television broadcasting transactions as a multiple of EBITDA for the average of the target companies' two-year EBITDA. If a precedent transaction occurred in the first half of a calendar year, the two-year average was calculated based on the prior calendar year and the current calendar year EBITDA, and, if a transaction occurred in the second half of a calendar year, the two-year average was calculated based on the current calendar year and one-year forward EBITDA. Financial data for the relevant transactions was based on publicly available information at the time of the announcement of the relevant transaction. The list of selected

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television broadcasting transactions, TEV of the target company, related multiple and resultant mean, median, high and low multiples for the selected television broadcasting transactions are as follows:

Annc. Date
  Target   Acquirer   TEV (millions)   TEV / 2-Year Avg.
EBITDA
 

January 2016

  Media General, Inc.   Nexstar Broadcasting Group, Inc.   $ 4,480     9.5x  

September 2015

  Meredith Corporation   Media General, Inc.   $ 3,259     9.2x  

March 2014

  LIN Media, LLC   Media General, Inc.   $ 2,513     11.1x  

July 2013

  Allbritton Communications Company   Sinclair Broadcast Group, Inc.   $ 1,035     10.6x  

July 2013

  Local TV Holdings, LLC   Tribune Media Company   $ 2,725     9.4x  

June 2013

  Belo Corp.   Gannett Co., Inc.   $ 2,185     9.0x  

June 2013

  Young Broadcasting, Inc.   Media General, Inc.   $ 585     7.4x  

April 2013

  Fisher Communications, Inc. (20 stations)   Sinclair Broadcast Group, Inc.   $ 355     13.8x  

February 2013

  Barrington Broadcasting Group LLC (18 stations)   Sinclair Broadcast Group, Inc.   $ 370     7.8x  

November 2011

  Freedom Communications, Inc. (Broadcast Assets)   Sinclair Broadcast Group, Inc.   $ 385     9.0x  

Mean

                  9.7x  

Median

                  9.3x  

        Moelis also reviewed announced transaction values of the selected media networks transactions as a multiple of EBITDA for the target companies' latest 12 months. Financial data for the relevant transactions was based on publicly available information at the time of the announcement of the relevant transaction. The list of selected media networks transactions, TEV of the target company, related multiple (to the extent available) and resultant mean, median, high and low multiples for the selected media networks transactions are as follows:

Annc. Date
  Target   Acquirer   TEV (millions)   TEV / EBITDA  

June 2016

  Starz   Lions Gate Entertainment Corp.   $ 4,514     11.0x  

March 2016

  Crown Media Holdings Inc.   Hallmark Cards, Inc.   $ 2,088     10.1x  

February 2016

  The Travel Channel, LLC   Scripps Network Interactive, Inc.   $ 283     6.6x  

January 2016

  The Tennis Channel, Inc.   Sinclair Broadcast Group, Inc.   $ 285     nm (1)

October 2013

  Chellomedia   AMC Networks International LLC   $ 1,035     10.1  

Mean

                  9.5x  

Median

                  10.1x  

(1)
Target multiple was not available. However, Sinclair reported a pro forma EBITDA of $60 million implying a 4.8x buyer multiple (reflecting the benefit of operating synergies and acquired tax benefits).

        In reviewing the characteristics of the selected transactions for purposes of determining a reference range, Moelis noted that WGNA is a single cable channel network without the scale of the public

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companies in the selected media networks transactions, and WGNA's subscriber reach is less than the fully-distributed cable networks owned by such public companies in the selected media networks transactions and WGNA is currently undergoing a strategic shift in programming strategy away from original content. Moelis also noted that TVFN's two primary channels are widely distributed and have a strong core of original programming. Additionally, while it is difficult to quantify a discount that should be applied to the reference range for TVFN in light of Tribune's limited minority rights and a lack of liquidity in the TVFN equity position, Moelis believed that such factors would likely cause a buyer to apply a significant discount. Finally, with respect to reference ranges applied to both WGNA and TVFN, Moelis noted that it would be appropriate to apply a wider range due to a relatively limited set of relevant media networks transactions.

        In light of the foregoing review and based on its professional judgment and experience, to calculate Tribune's implied core value, Moelis applied (i) a range of selected multiples derived from the selected television broadcasting transactions of 9.0x to 11.0x to the two-year average EBITDA for calendar years 2016 and 2017 (estimated) (pro forma for normalizing below-market FOX affiliate fees), (ii) a range of selected multiples derived from the media networks transactions of 6.0 to 9.0x to the EBITDA for 2017 (estimated) for Tribune's WGNA business (pro forma for the cancellation of Outsiders), (iii) a range of selected multiples derived from the selected media networks transactions of 8.0x to 11.0x to the estimated March 31, 2017 TVFN cash distributions as a proxy for EBITDA received by Tribune, and (iv) a range of selected multiples of 8.7x to 10.9x, derived from weighting the multiples derived in (i) and (ii) with the pro-rata EBITDA contribution of Tribune's TV broadcasting and WGNA businesses, to certain to certain of Tribune's corporate expenses for 2017 (estimated) (excluding real estate EBITDA attributable to planned non-operating real estate dispositions).

        After calculating Tribune's implied core value, Moelis calculated Tribune's implied TEV by adding (i) the net present value (discounted at 8.5%) of spectrum proceeds expected to be received in the third quarter of 2017 according to Tribune management, (ii) the net present value (discounted at 8.5%) of after-tax proceeds for Tribune's minority stake in CareerBuilder based on the latest transaction information available to Tribune management, (iii) the net present value (discounted at 8.5%) of non-operating real estate planned to be sold in 2017, 2018 and 2019 based on Tribune management's estimates, (iv) the net present value (discounted at 8.5%) of the after-tax, incremental cash benefit associated with below-market FOX affiliate fees, and (v) after-tax value of certain other assets, including Tribune's 5% stake in the Chicago Cubs. After calculating Tribune's TEV, Moelis calculated Tribune's equity value by subtracting (i) net debt (per Tribune's balance sheet dated March 31, 2017), (ii) tax-effected pension liability and medical, life and other benefits (per Tribune's balance sheet dated March 31, 2017), and (iii) the deferred tax liability of the Chicago Cubs (per Tribune's 2016 10-K). This analysis indicated an implied per share reference range of approximately $35.30 to $51.47 per share of Tribune common stock, as compared to $43.50 per share merger consideration.

        Discounted Cash Flow Analysis of Tribune.    Moelis performed a discounted cash flow analysis, which we refer to as the "DCF analysis," of Tribune using financial forecasts and other information and data provided by Tribune's management to calculate the present value of the estimated value of (i) the estimated future unlevered free cash flows to be generated by Tribune's TV&E, which includes WGNA because, Moelis noted, WGNA benefits from being part of the larger Tribune TV&E segment and (ii) the expected cash distributions to be received by Tribune for TVFN. Moelis's calculation of Tribune TV&E's unlevered free cash flow did not adjust for the non-deductibility of WGNA amortization and certain real estate capital expenditures, and Moelis's calculation of TVFN cash distributions did not reflect the tax associated with Tribune's portion of attributable net income of TVFN, the effects of each of which are set forth in "Transaction Summary—Tribune Management's Unaudited Prospective Financial Information—Summary of Tribune Projections—Revised TV&E Unlevered Free Cash Flow and TVFN Cash Distributions" beginning on page 107. In performing the DCF analysis of Tribune TV&E's unlevered free cash flows, Moelis utilized a range of discount rates of 8.0% to 9.5% based on an estimated weighted average cost of capital, which we refer to as "WACC," using the capital asset

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pricing model to review an estimated WACC for the TV Broadcasting Group and Media Networks Group of selected companies described above under "Transaction Summary—Opinions of Tribune's Financial Advisors—Moelis & Company—Selected Publicly Traded Companies Analysis of Tribune" beginning on page 76, and used a size premium applicable to Tribune. The foregoing range of discount rates was used to calculate estimated present values of (i) Tribune's TV&E estimated after-tax unlevered free cash flows for April 2017 through December 2021, and (ii) a range of estimated terminal values derived by growing the average of the projected 2020 and 2021 unlevered after-tax free cash flows at an annual rate of 0.73% to 1.73% into perpetuity. The terminal growth rate range of 0.73% to 1.73% was determined by EBITDA weighting the 2021 TV broadcasting EBITDA with a terminal growth rate range of 1.0% to 2.0% and the 2021 WGNA EBITDA with a terminal growth rate range of 0.0% to 1.0%. In performing the DCF analysis of TVFN's cash distributions, Moelis utilized a range of discount rates of 11.5% to 14.0% (based on estimated cost of equity) to calculate estimated present values of (i) TVFN's cash flow distributions for April 2017 through December 2021, and (ii) a range of estimated terminal values derived by growing the average of the projected TVFN 2021 cash distribution at an annual rate of 1.0% to 2.0% into perpetuity. This analysis indicated an implied per share reference range of approximately $34.90 to $55.30 per share of Tribune common stock, as compared to the $43.50 per share merger consideration. As Moelis confirmed to the Tribune board on June 24, 2017, such adjustments to Tribune TV&E's unlevered free cash flow and TVFN cash distributions discussed in "Transaction Summary—Tribune Management's Unaudited Prospective Financial Information—Summary of Tribune Projections—Revised TV&E Unlevered Free Cash Flow and TVFN Cash Distributions" beginning on page 107 would have generally reduced unlevered free cash flows and TVFN cash distributions and, as such, would not have changed the conclusion set forth in Moelis's opinion as of the date such opinion was delivered.

    Other Information

        Moelis also noted for the Tribune board certain additional factors that were not utilized by Moelis in its financial analysis with respect to its opinion but were provided for informational purposes.

        Selected Publicly Traded Companies Analysis of Sinclair.    Moelis reviewed financial and stock market information of the following selected public companies within the television broadcasting industry:

Nexstar Media Group, Inc.
Gray Television, Inc.
The E.W. Scripps Company
TEGNA Inc.

        Financial data for the selected companies was based on Wall Street research analyst consensus forecasts, public filings and other publicly available information and included, as appropriate, pro forma adjustments for acquisitions or other material corporate events. Although none of the selected companies is directly comparable to Sinclair, the companies included were selected because they are companies that, for purposes of analysis, had certain characteristics that may be considered reasonably comparable to Sinclair.

        Moelis reviewed, among other things, the TEV of the selected companies as a multiple of two-year average EBITDA as estimated for calendar years 2016 and 2017 (estimated). In line with TV broadcasting industry practice, two-year average EBITDA is used for valuation purposes to account for the regular annual variations in cash flow due to the biannual election cycle and associated political advertising revenue. The following table summarizes the results of the analysis of the selected companies:

 
  TEV / Pro Forma Adjusted Avg CY 2016—CY
2017E EBITDA
 

Nexstar Media Group, Inc. 

    8.4x  

Gray Television, Inc. 

    8.4x  

The E.W. Scripps Company

    12.3x  

TEGNA Inc. 

    8.1x  

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        In reviewing the characteristics of the selected companies for purposes of determining a reference range, Moelis noted that Nexstar and Gray Television derive a vast majority of their revenue from television broadcasting stations, and that E.W. Scripps and TEGNA are diversified into non-broadcast businesses with E.W. Scripps generating 15% of its revenue from non-television businesses, including digital, and TEGNA generating 40% of its revenue from its digital segments, including Cars.com and CareerBuilder. Moelis did not include Tribune in the selected companies analysis because its share price has been affected by rumors of an acquisition and a strategic alternatives process since the first quarter of 2016. Finally, Moelis noted that recent trading prices for ad-supported businesses had declined in recent days prior to May 7, 2017 as a result of a softer advertising market and lower than expected first quarter performances, and that Moelis did not have access to updated Wall Street projections to reflect such developments resulting in a downward trend in implied trading multiples.

        In light of the foregoing review and based on its professional judgment and experience, in calculating Sinclair's TEV, Moelis applied a range of selected multiples derived from the selected companies of 8.0x to 9.0x to the two-year average EBITDA for calendar years 2016 and 2017 (estimated) for Sinclair's television broadcasting. Once Sinclair's TEV was calculated, Moelis calculated Sinclair's equity value by subtracting (i) debt, minority interest and tax-effected pension liability (per Sinclair's 2016 Annual Report on Form 10-K for the year ended December 31, 2016) and (ii) adding cash, cash equivalents and equity investments (per Sinclair's balance sheet dated March 31, 2017). This analysis indicated an implied per share reference range of approximately $39.22 to $47.77 per share of Sinclair common stock, as compared to the $36.95 closing price of Sinclair common stock on May 5, 2017.

        Discounted Cash Flow Analysis of Sinclair.    Moelis performed a DCF analysis of Sinclair using financial forecasts and other information and data provided by Sinclair's management for April 2017 through December 2020 to calculate the present value of the estimated future unlevered free cash flows projected to be generated by Sinclair. In performing the DCF analysis of Sinclair, Moelis utilized a range of discount rates of 8.0% to 9.5% based on an estimated WACC using the capital asset pricing model to review an estimated WACC for the selected public companies described above under "Transaction Summary—Opinions of Tribune's Financial Advisors—Moelis & Company—Selected Publicly Traded Companies Analysis of Sinclair" beginning on page 81, and used a size premium applicable to Sinclair. The foregoing range of discount rates was used to calculate estimated present values of (i) Sinclair's estimated after-tax unlevered free cash flows for April 2017 through December 2020, and (ii) a range of estimated terminal values derived by growing the average of the projected 2019 and 2020 unlevered after-tax free cash flows at an annual rate of 1.0% to 2.0% into perpetuity. This analysis indicated an implied per share reference range of approximately $45.30 to $73.50 per share of Sinclair common stock, as compared to the $36.95 closing price of Sinclair common stock on May 5, 2017.

        Additional Information.    Moelis also provided certain other additional information for the Tribune board for information purposes, including, among other things:

    the historical closing trading prices for Tribune Class A common stock during certain periods ended May 5, 2017, which reflected the low and high stock prices of $27.80 per share to $40.70 per share for the one-year period ended May 5, 2017;

    the historical closing trading prices for Sinclair common stock during certain periods ended May 5, 2017, which reflected the low and high stock prices of $24.80 per share to $42.90 per share for the one-year period ended May 5, 2017;

    the share price targets for Tribune Class A common stock in publicly available Wall Street research analysts' reports published between March 1, 2017 and March 30, 2017, which indicated low and high stock price targets ranging from $35.00 per share to $42.00 per share;

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    the share price targets for Sinclair Class A common stock in publicly available Wall Street research analysts' reports published between February 22, 2017 and March 14, 2017, which indicated low and high stock price targets ranging from $40.00 per share to $51.00 per share;

    the relative share price performance of Tribune Class A common stock (50.3%) compared to the average share price performance of selected television broadcasting companies (135.1%), selected diversified broadcasting companies (105.0%) and the S&P 500 (128.5%) during the thirty-six month period ended May 5, 2017;

    the relative share price performance of Sinclair common stock (128.7%) compared to the average share price performance of selected television broadcasting companies (135.1%), selected diversified broadcasting companies (105.0%) and the S&P 500 (128.5%) during the thirty-six month period ended May 5, 2017;

    a pro forma combined DCF analysis, using the financial forecasts and other information described in the summaries of the Tribune and Sinclair DCF analyses above and expected synergies provided by Sinclair management and other pro forma effects (utilizing (i) a WACC range of discount rates of 8.0% to 9.5% applied to Tribune TV&E cash flows of Sinclair and Tribune and (ii) a cost of equity range of discount rates of 11.5% to 14.0% applied to TVFN's cash flows), which illustrated a range of potential hypothetical values of the merger consideration per share of Tribune common stock of $45.28 per share to $55.90 per share;

    illustrative pro forma trading information applying a range of selected trading multiples derived from blended trading multiples (weighting TEVs of Tribune and Sinclair), which illustrated a range of potential hypothetical values of the merger consideration per share of Tribune common stock of $44.17 per share to $47.69 per share; and

    combined leverage analysis, using publicly available information and financial forecasts and other information provided by Tribune and Sinclair management and other pro forma effects, which illustrated a range of (i) pro forma net leverage as a multiple of two-year average EBITDA for calendar years 2016 and 2017 (estimated) of 5.1x to 5.2x and (ii) pro forma total leverage as a multiple of two-year average EBITDA for calendar years 2016 and 2017 (estimated) of 5.2x to 5.3x.

    Miscellaneous

        This summary of the analyses is not a complete description of Moelis's opinion or the analyses underlying, and factors considered in connection with, Moelis's opinion. The preparation of a fairness opinion is a complex analytical process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Moelis's opinion. In arriving at its fairness determination, Moelis considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Rather, Moelis made its fairness determination on the basis of its experience and professional judgment after considering the results of all of its analyses.

        No company or transaction used in the analyses described above is identical to Tribune, Sinclair or the merger. In addition, such analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by such analyses. Because the analyses described above are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, neither Tribune, nor Moelis or any other person assumes responsibility if future results are materially different from those forecasts.

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        The merger consideration was determined through arms' length negotiations between Tribune and Sinclair and was approved by the Tribune board. Moelis did not recommend any specific consideration to Tribune or the Tribune board, or that any specific amount or type of consideration constituted the only appropriate consideration for the merger.

        Tribune retained Moelis as its financial advisor in connection with Tribune's review of strategic and financial alternatives and various potential transactions related thereto (including the merger). In selecting Moelis as its financial advisor, Tribune considered that, among other things, Moelis is an internationally recognized investment banking, financial advisory and securities firm whose senior professionals have substantial experience advising companies in, among other industries, the overall media sector and the broadcast television sub-sector. Moelis, as part of its investment banking, financial advisory and capital markets businesses, is regularly engaged in the valuation and financial assessment of businesses and securities in connection with mergers and acquisitions, recapitalizations, spin offs/split-offs, restructurings, and securities offerings in both the private and public capital markets and valuations for corporate and other purposes.

        Moelis acted as co-financial advisor to Tribune in connection with the merger and will receive a fee for its services, currently estimated to be approximately $23.1 million in the aggregate, $3.5 million of which became payable in connection with the delivery of its opinion, regardless of the conclusion reached therein, and the remainder of which is contingent upon completion of the merger. In addition, Tribune has agreed to indemnify Moelis for certain liabilities arising out of its engagement.

        Moelis's affiliates, employees, officers and partners may at any time own securities of Tribune or Sinclair. Moelis has provided investment banking and other services to Sinclair and Oaktree unrelated to the merger and has received, and may in the future receive, compensation for such services. In the past two years prior to the date of the opinion, Moelis, among other things, (i) has acted as co-manager on three senior notes offerings or common stock offerings of Sinclair in March 2016, August 2016 and March 2017, (ii) has acted as financial advisor to Sinclair in its evaluation of an FCC incentive auction, for which an engagement commenced in October 2015 and for which all work was completed in February 2016, (iii) has acted as financial advisor on a general advisory assignment in May 2015 for Sinclair, but for which Moelis received no fees and no transaction occurred, (iv) has been engaged as a financial advisor to four portfolio companies of Oaktree or its affiliate, but have not invoiced any fees in connection with such engagements, (v) has acted as a restructuring advisor to certain committees of creditors in which Oaktree or its affiliate was a member of such committees, (vi) has acted as a restructuring advisor to an ad hoc group of creditors in which Oaktree or its affiliate was a member of such ad hoc group, (vii) has acted as a restructuring advisor to a company in which Oaktree or its affiliate is a major equity owner, (viii) has acted as financial advisor to a company in which Oaktree or its affiliate was a significant equity owner in April 2017, (ix) has acted as a co-manager for an offering of debt securities for a portfolio company of Oaktree or its affiliate in March, 2016, (x) has acted as a financial advisor to a company in which Oaktree or its affiliate was a minority equity owner in December, 2015, (xi) has acted as a financial advisor to a portfolio company of Oaktree or its affiliate in August, 2015, and (xii) has acted as a financial advisor to a portfolio company of Oaktree or its affiliate in April, 2015 in connection with a sale transaction. In connection with the foregoing items (i) through (ii), Moelis received fees in the aggregate of approximately $1,200,000 from Sinclair, and is entitled to receive an additional $2,900,000 from Sinclair in connection with the transactions described in item (ii) above. In connection with the foregoing items (iv) through (xi), Moelis received fees in the aggregate of approximately $24,950,000. In addition, Moelis is entitled to receive an additional $14,120,000 upon the closing of the transaction described in item (xii) above. Other than $6,440,000 in fees received in connection with the Gracenote transaction, Moelis has not received fees from Tribune in the two years prior to the date of Moelis's opinion.

        In addition, two of the Moelis Managing Directors working on the Tribune matter previously worked with Chris Ripley, the Chief Executive Officer, of Sinclair at two previous investment banks.

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One of such Moelis Managing Directors is an owner of unrelated private businesses where Mr. Ripley is a minority equity partner. Such Moelis Managing Directors actively cover Sinclair as a potential Moelis client. The foregoing relationships were disclosed to the Tribune board by Moelis on May 4, 2017.

        On May 24, 2017, Moelis disclosed to the Tribune board that Sinclair has asked Moelis to act as a financial advisor to Sinclair in connection with Sinclair's possible divestiture of certain assets of Sinclair or Tribune as contemplated by the merger agreement, which we refer to as the "station divestitures engagement." Moelis discussed with the Tribune board, among other things, that: (1) Moelis did not have any discussions with Sinclair concerning the station divestitures engagement prior to May 11, 2017, (2) Moelis believed that the station divestitures engagement will benefit the Tribune shareholders because (i) Moelis has substantial experience and expertise selling television broadcast stations and is well positioned to facilitate any station divestiture that may be required to obtain regulatory approval for the merger, and (ii) Moelis will provide the Tribune board with regular updates on the status of the station divestitures giving Tribune and the Tribune board increased visibility. Moelis also agreed that, as a condition to the Tribune board approving the engagement, Moelis would undertake additional specified safeguards to avoid potential conflicts of interest, including by (i) terminating the engagement with Sinclair at the request of the Tribune board in the event of the receipt of a Company Acquisition Proposal (as defined in the merger agreement) or in the event of a Company Adverse Recommendation Change (as defined in the merger agreement) or any similar event determined in the discretion of the Tribune board and (ii) notifying Tribune of any circumstance relating to the Sinclair engagement that Moelis believes would be reasonably likely to give rise to a conflict of interest between Tribune and Sinclair and to refrain from taking any action with respect to such matter until Moelis has taken steps to resolve such conflict that are reasonably satisfactory to Tribune. Moelis also agreed not to disclose any confidential information regarding Tribune to Sinclair. On May 30, 2017, the Tribune board met to discuss the proposed engagement of Moelis by Sinclair in connection with the proposed station divestitures, and the Tribune board subsequently reviewed a draft of the engagement letter to be executed by Sinclair and Moelis. On June 19, 2017, based on the terms and conditions described above and set forth in a final draft of the engagement letter, the Tribune board approved the engagement and Moelis proceeded to execute the engagement letter approved by the Tribune board.

    Guggenheim Securities, LLC

    Overview

        Tribune retained Guggenheim Securities as its financial advisor in connection with Tribune's review of strategic and financial alternatives and various potential transactions related thereto (including the merger). In selecting Guggenheim Securities as its financial advisor, Tribune considered that, among other things, Guggenheim Securities is an internationally recognized investment banking, financial advisory and securities firm whose senior professionals have substantial experience advising companies in, among other industries, the overall media sector and the broadcast television sub-sector. Guggenheim Securities, as part of its investment banking, financial advisory and capital markets businesses, is regularly engaged in the valuation and financial assessment of businesses and securities in connection with mergers and acquisitions, recapitalizations, spin-offs/split-offs, restructurings, securities offerings in both the private and public capital markets and valuations for corporate and other purposes.

        At the May 7, 2017 meeting of the Tribune board, Guggenheim Securities rendered an oral opinion, which was confirmed by delivery of a written opinion, to the Tribune board that, as of May 7, 2017 and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the merger consideration was fair, from a financial point of view, to the Tribune shareholders (excluding Sinclair and its affiliates).

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        This description of Guggenheim Securities' opinion is qualified in its entirety by the full text of the written opinion, which is attached as Annex D to this proxy statement/prospectus and which you should read carefully and in its entirety. Guggenheim Securities' written opinion sets forth the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken by Guggenheim Securities. Guggenheim Securities' written opinion, which was authorized for issuance by the Fairness Opinion and Valuation Committee of Guggenheim Securities, is necessarily based on economic, capital markets and other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion. Guggenheim Securities has no responsibility for updating or revising its opinion based on facts, circumstances or events occurring after the date of the rendering of the opinion.

        In reading the discussion of Guggenheim Securities' opinion set forth below, you should be aware that such opinion (and, as applicable, any materials provided in connection therewith):

    was provided to the Tribune board (in its capacity as such) for its information and assistance in connection with its evaluation of the merger consideration;

    did not constitute a recommendation to the Tribune board with respect to the merger;

    does not constitute advice or a recommendation to any Tribune shareholder as to how to vote or act in connection with the merger or otherwise;

    did not address Tribune's underlying business or financial decision to pursue the merger, the relative merits of the merger as compared to any alternative business or financial strategies that might exist for Tribune, the financing of the merger or the effects of any other transaction in which Tribune might engage;

    addressed only the fairness, from a financial point of view and as of the date of such opinion, of the merger consideration to the Tribune shareholders (excluding Sinclair and its affiliates) to the extent expressly specified in such opinion;

    expressed no view or opinion as to (i) any other term, aspect or implication of (a) the merger or the merger agreement (including, without limitation, the form or structure of the merger) or (b) any shareholder voting agreement, other agreement, transaction document or instrument contemplated by the merger agreement or to be entered into or amended in connection with the merger, (ii) any term, aspect or implication of Sinclair's debt commitment letters or (iii) the fairness, financial or otherwise, of the merger to, or of any consideration to be paid to or received by, the holders of any class of securities (other than as expressly specified herein), creditors or other constituencies of Tribune or Sinclair;

    did not address the individual circumstances of specific holders of Tribune's securities (including stock options and warrants) with respect to rights or aspects which may distinguish such holders or Tribune's securities (including stock options and warrants) held by such holders, (ii) did not address, take into consideration or give effect to any rights, preferences, restrictions or limitations or other attributes of any such securities (including stock options and warrants) and (iii) did not in any way address proportionate allocation or relative fairness;

    expressed no view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of Tribune's or Sinclair's directors, officers or employees, or any class of such persons, in connection with the merger relative to the merger consideration or otherwise; and

    did not constitute a solvency opinion or a fair value opinion, and Guggenheim Securities did not evaluate the solvency or fair value of Tribune, Sinclair or any other entity under any relevant laws relating to bankruptcy, insolvency or similar matters.

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        In the course of performing its reviews and analyses for rendering its opinion, Guggenheim Securities:

    reviewed a draft of the merger agreement dated as of May 7, 2017;

    reviewed certain publicly available business and financial information regarding each of Tribune and Sinclair;

    reviewed certain non-public business and financial information regarding Tribune's businesses and prospects (including the Tribune Projections as defined in "Transaction Summary—Tribune Management's Unaudited Prospective Financial Information" beginning on page 105), all as prepared and provided to Guggenheim Securities by Tribune's senior management;

    reviewed certain non-public business and financial information regarding Sinclair's businesses and prospects (including certain financial projections for Sinclair for the years ended December 31, 2017 through December 31, 2020), all as prepared and provided to Guggenheim Securities by Sinclair's senior management;

    reviewed certain estimated operating synergies and other combination benefits, dis-synergies and estimated costs to achieve the same (which we refer to as "synergy estimates" or "synergies") expected to result from the merger, all as prepared and provided to Guggenheim Securities by Sinclair's senior management and discussed with Tribune's senior management;

    discussed with each of Tribune's senior management and Sinclair's senior management their strategic and financial rationale for the merger as well as their views of Tribune's and Sinclair's respective businesses, operations, historical and projected financial results and future prospects and the commercial, competitive and regulatory dynamics in the broadcast television sector;

    reviewed the historical prices, trading multiples and trading activity of the Tribune Class A common stock and the Sinclair Class A common stock;

    compared the financial performance of Tribune and Sinclair and the trading multiples and trading activity of the Tribune Class A common stock and the Sinclair Class A common stock with corresponding data for certain other publicly traded companies that Guggenheim Securities deemed relevant in evaluating Tribune and Sinclair;

    reviewed the valuation and financial metrics of certain mergers and acquisitions that Guggenheim Securities deemed relevant in evaluating the merger;

    performed discounted cash flow analyses based on the Tribune Projections, the financial projections for Sinclair and the synergy estimates, in each case as furnished to Guggenheim Securities by Tribune and Sinclair (as the case may be); and

    conducted such other studies, analyses, inquiries and investigations as Guggenheim Securities deemed appropriate.

        With respect to the information used in arriving at its opinion, Guggenheim Securities noted that:

    Guggenheim Securities relied upon and assumed the accuracy, completeness and reasonableness of all industry, business, financial, legal, regulatory, tax, accounting, actuarial and other information (including, without limitation, any financial projections, synergy estimates, other estimates and other forward-looking information) furnished by or discussed with Tribune or Sinclair or obtained from public sources, data suppliers and other third parties.

    Guggenheim Securities (i) did not assume any responsibility, obligation or liability for the accuracy, completeness, reasonableness, achievability or independent verification of, and Guggenheim Securities did not independently verify, any such information (including, without limitation, any financial projections, synergy estimates, other estimates and other forward-looking

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      information), (ii) expressed no view, opinion, representation, guaranty or warranty (in each case, express or implied) regarding the reasonableness or achievability of any financial projections, synergy estimates, other estimates and other forward-looking information or the assumptions upon which they are based and (iii) relied upon the assurances of Tribune's senior management and Sinclair's senior management (as the case may be) that they were unaware of any facts or circumstances that would make such information (including, without limitation, any financial projections, synergy estimates, other estimates and other forward-looking information) incomplete, inaccurate or misleading.

    Specifically, with respect to any (i) financial projections, synergy estimates, other estimates and other forward-looking information furnished by or discussed with Tribune or Sinclair, (a) Guggenheim Securities was advised by Tribune's senior management and Sinclair's senior management (as the case may be), and Guggenheim Securities assumed, that such financial projections, synergy estimates, other estimates and other forward-looking information utilized in its analyses had been reasonably prepared on bases reflecting the best then-currently available estimates and judgments of Tribune's senior management and Sinclair's senior management (as the case may be) as to the expected future performance of Tribune and Sinclair (as the case may be), the expected amounts and realization of such synergies (and Guggenheim Securities assumed that such synergies will be realized in the amounts and at the times projected) and the corporate income tax rates applicable to such financial projections, synergy estimates, other estimates and other forward-looking information and (b) Guggenheim Securities assumed that the financial projections, synergy estimates, other estimates and other forward-looking information utilized in the course of performing its reviews and analyses for rendering its opinion had been reviewed by the Tribune board with the understanding that such information would be used and relied upon by Guggenheim Securities in connection with rendering its opinion and (ii) financial projections, other estimates and/or other forward-looking information obtained by Guggenheim Securities from public sources, data suppliers and other third parties, Guggenheim Securities assumed that such information was reasonable and reliable.

        Guggenheim Securities also noted certain other considerations with respect to its engagement and the rendering of its opinion:

    During the course of its engagement, Guggenheim Securities was asked by the Tribune board to solicit indications of interest from various potential strategic and private equity acquirors regarding a potential transaction with Tribune, and Guggenheim Securities considered the results of such solicitation in rendering its opinion.

    Guggenheim Securities did not perform or obtain any independent appraisal of the assets or liabilities (including any contingent, derivative or off-balance sheet assets and liabilities) of Tribune, Sinclair or any other entity or the solvency or fair value of Tribune, Sinclair or any other entity, nor was Guggenheim Securities furnished with any such appraisals.

    Guggenheim Securities' professionals are not legal, regulatory, tax, consulting, accounting, appraisal or actuarial experts and Guggenheim Securities' opinion should not be construed as constituting advice with respect to such matters; accordingly, Guggenheim Securities relied on the assessments of Tribune, Sinclair and their respective other advisors with respect to such matters. Tribune's senior management and Sinclair's senior management advised Guggenheim Securities that all tax-affected financial projections, synergy estimates, other estimates and other forward-looking information reflect the current US federal corporate income tax regime pursuant to the Internal Revenue Code of 1986, as amended, which we refer to as the "Code"; at the direction of the Tribune board and senior management, Guggenheim Securities did not consider or analyze the impacts of any potential or proposed reform thereof in connection with its opinion and analyses. Guggenheim Securities did not express any view or render any opinion

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      regarding the tax consequences of the merger to Tribune, Sinclair or their respective security holders.

    Guggenheim Securities further assumed that:

    In all respects meaningful to Guggenheim Securities' analyses, (i) the final executed form of the merger agreement would not differ from the draft that Guggenheim Securities had reviewed, (ii) Tribune, Sinclair and Merger Sub will comply with all terms of the merger agreement and (iii) the representations and warranties of Tribune, Sinclair and Merger Sub contained in the merger agreement were true and correct and all conditions to the obligations of each party to the merger agreement to consummate the merger will be satisfied without any waiver, amendment or modification thereof; and

    The merger will be consummated in a timely manner in accordance with the terms of the merger agreement and in compliance with all applicable laws, documents and other requirements, without any delays, limitations, restrictions, conditions, divestiture or other requirements, waivers, amendments or modifications (regulatory, tax-related or otherwise) that would have an effect on Tribune, Sinclair, the merger or its contemplated benefits in any way meaningful to Guggenheim Securities' analyses or opinion.

    Guggenheim Securities did not express any view or opinion as to the price or range of prices at which the Tribune Class A common stock, the Tribune Class B common stock or other securities of Tribune and the Sinclair Class A common stock and other securities of Sinclair may trade or otherwise be transferable at any time, including subsequent to the announcement or consummation of the merger.

    Summary of Financial Analyses

    Overview of Financial Analyses

        This "Summary of Financial Analyses" presents a summary of the principal financial analyses performed by Guggenheim Securities and presented to the Tribune board in connection with Guggenheim Securities' rendering of its opinion. Such presentation to the Tribune board was supplemented by Guggenheim Securities' oral discussion, the nature and substance of which may not be fully described herein.

        Some of the financial analyses summarized below include summary data and information presented in tabular format. In order to understand fully such financial analyses, the summary data and tables must be read together with the full text of the summary. Considering the summary data and tables alone could create a misleading or incomplete view of Guggenheim Securities' financial analyses.

        The preparation of a fairness opinion is a complex process and involves various judgments and determinations as to the most appropriate and relevant financial analyses and the application of those methods to the particular circumstances involved. A fairness opinion therefore is not readily susceptible to partial analysis or summary description, and taking portions of the financial analyses set forth below, without considering such analyses as a whole, would in Guggenheim Securities' view create an incomplete and misleading picture of the processes underlying the financial analyses considered in rendering Guggenheim Securities' opinion.

        In arriving at its opinion, Guggenheim Securities:

    based its financial analyses on various assumptions, including assumptions concerning general business, economic and capital markets conditions and industry-specific and company-specific factors, all of which are beyond the control of Tribune, Sinclair and Guggenheim Securities;

    did not form a view or opinion as to whether any individual analysis or factor, whether positive or negative, considered in isolation, supported or failed to support its opinion;

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    considered the results of all of its financial analyses and did not attribute any particular weight to any one analysis or factor; and

    ultimately arrived at its opinion based on the results of all of its financial analyses assessed as a whole and believes that the totality of the factors considered and the various financial analyses performed by Guggenheim Securities in connection with its opinion operated collectively to support its determination as to the fairness, from a financial point of view, of the merger consideration to the Tribune shareholders (excluding Sinclair and its affiliates) to the extent expressly specified in such opinion.

        With respect to the financial analyses performed by Guggenheim Securities in connection with rendering its opinion:

    Such financial analyses, particularly those based on estimates and projections, are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by these analyses.

    None of the selected precedent merger and acquisition transactions used in the selected precedent merger and acquisition transactions analysis described below is identical or directly comparable to the merger, and none of the selected publicly traded companies used in the selected publicly traded companies analysis described below is identical or directly comparable to Tribune or Sinclair; however, such transactions and companies were selected by Guggenheim Securities, among other reasons, because they involved target companies or represented publicly traded companies which may be considered broadly similar, for purposes of Guggenheim Securities' financial analyses, to Tribune and Sinclair based on Guggenheim Securities' familiarity with the overall media sector and the broadcast television sub-sector in the U.S.

    In any event, selected precedent merger and acquisition transactions analysis and selected publicly traded companies analysis are not mathematical; rather, such analyses involve complex considerations and judgments concerning the differences in business, financial, operating and capital markets-related characteristics and other factors regarding the selected precedent merger and acquisition transactions to which the merger was compared and the selected publicly traded companies to which Tribune and Sinclair were compared.

    Such financial analyses do not purport to be appraisals or to reflect the prices at which any securities may trade at the present time or at any time in the future.

        As described in the sections entitled "Transaction Summary—Background of the Transaction" beginning on page 57 and "Transaction Summary—Tribune Management's Unaudited Prospective Financial Information—Summary of Tribune Projections" beginning on page 106, subsequent to the rendering of its opinion, Guggenheim Securities determined that certain of the calculations made by Guggenheim Securities of unlevered free cash flow for Tribune's TV&E business and Tribune's cash distributions from TVFN utilized in its financial analyses did not accurately reflect the financial projections and assumptions that Tribune management had provided to it. Guggenheim Securities recalculated its discounted cash flow and dividend discount analyses on the basis of the revised unlevered free cash flow for Tribune's TV&E business and Tribune's cash distributions from TVFN (which we refer to, collectively, as the "revised unlevered free cash flow"). Guggenheim Securities indicated to the Tribune board on June 24, 2017 that the adjustments reflected in its revised financial analyses were immaterial to Guggenheim Securities' financial analyses, taken as a whole, and confirmed to the Tribune board that the recalculated financial analyses would not have changed the conclusion set forth in Guggenheim Securities' opinion as of the date it was delivered.

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    Certain Definitions

        Throughout this "Summary of Financial Analyses," the following financial terms are used in connection with Guggenheim Securities' various financial analyses:

    Average EBITDA: Means the average EBITDA (as defined below) for the relevant company over the indicated period of time, which financial metric is intended to smooth out the impact of the U.S. bi-annual election year cycle on the U.S. broadcast television sector.

    CY: means calendar year.

    DCF: means discounted cash flow.

    DDM: means dividend discount model.

    EBITDA: means the relevant company's operating earnings (after deduction of stock-based compensation) before interest, taxes, depreciation and amortization.

    EBITDA multiple: represents the relevant company's enterprise value (as defined below) divided by its Average EBITDA (except with respect to WGNA, Tribune's TVFN Stake and Scripps Networks Interactive, Inc. ("SNI"), where EBITDA was utilized in lieu of Average EBITDA).

    Enterprise value: represents (i) the relevant company's equity value (as defined below) plus (ii)(a) the principal or face amount of total debt and non-convertible preferred stock and certain other debt-like items and (b) the estimated fair market value or book value (as available) of any non-controlling/minority interests less (iii)(w) cash, cash equivalents, short- and long-term marketable investments and certain other cash-like items, (x) the estimated fair market value or book value (as available) of any non-consolidated investments, (y) the estimated net present value of any tax-related net operating losses and (z) the estimated fair market value or book value (as available) of any non-cash generating assets.

    Equity value: represents the relevant company's (i) gross equity value as calculated (a) based on outstanding common shares plus shares issuable upon the conversion or exercise of all in-the-money convertible securities, stock options and/or stock warrants times (b) the relevant company's stock price less (ii) the cash proceeds from the assumed exercise of all in-the-money stock options and stock warrants.

    LTM: means latest twelve months.

    NTM: means next twelve months.

    Unlevered free cash flow: means the relevant company's after-tax unlevered operating cash flow minus capital expenditures.

    Recap of Merger-Implied Financial Metrics

        Guggenheim Securities calculated the headline/nominal value of the merger consideration to be $43.50 per share of Tribune common stock based on (i) $35.00 per share in cash plus (ii) $8.50 per share in Sinclair Class A common stock (calculated based on the exchange ratio and the closing price of the Sinclair Class A common stock of $36.95 on May 5, 2017).

        Guggenheim Securities further calculated various merger-implied premia and multiples as outlined in the table below. With respect to the merger-implied premia, Guggenheim Securities noted that there had been various events that had contributed to the significant run-up in the observed market prices of the Tribune Class A common stock during the six months preceding the execution of the merger agreement, including (i) the results of the US presidential election on November 8, 2016 (which was perceived by many investors as being favorable to potential consolidation in the media sector generally and the broadcast television sub-sector specifically), (ii) widely disseminated public rumors and speculation beginning on March 1, 2017 regarding Sinclair's potential interest in an acquisition of Tribune, (iii) the announcement on April 20, 2017 that the FCC would be reinstating the so-called "UHF discount" and (iv) widely disseminated public rumors and speculation beginning on April 30, 2017 regarding FOX / The Blackstone Group L.P.'s potential interest in a joint acquisition of Tribune.

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    the financial presentation and opinion of Moelis, dated May 7, 2017, addressed to Tribune's board as to the fairness, from a financial point of view and as of the date of such opinion, of the merger consideration to be received in the merger by holders of Tribune common stock (other than the Excluded Holders), as more fully described below under the section entitled "Opinions of Tribune's Financial Advisors—Moelis & Company" beginning on page 73;

Merger-Implied Premia and Multiples

Headline / Nominal Value of Merger Consideration

  $ 43.50  

 

Merger-Implied Premium / (Discount) Relative to Tribune
Class A Common Stock Prices as of Various Dates
  Tribune Class A Common Stock Price    
 

As of 2/28/17 (Pre Sinclair / Tribune Rumor):

             

Spot Closing Stock Price

  $ 34.52     26.0 %

20-Day Average Stock Price

    31.51     38.1  

40-Day Average Stock Price

    30.42     43.0  

60-Day Average Stock Price

    29.90     45.5  

52-Week High Stock Price

    34.72     25.3  

52-Week Low Price

    25.09     73.4  

As of 4/28/17 (Pre FOX / Blackstone / Tribune Rumor):

             

Spot Closing Stock Price

    36.56     19.0  

20-Day Average Stock Price

    37.39     16.3  

As of 5/05/17 (Then-Current):

             

Spot Closing Stock Price

    40.29     8.0  

20-Day Average Stock Price

    37.82     15.0  

 

Merger-Implied Enterprise Value / EBITDA
   
   
 

CY16A / CY17E—Tribune Management Estimates

          10.4x  

        In order to assess the merger-implied EBITDA multiples with respect to Tribune's TV&E business, which is comprised of Tribune's local broadcast television stations (which we refer to as "Tribune Local TV") and WGNA, Guggenheim Securities performed a sensitivity analysis based on Tribune's merger-implied enterprise value excluding a range of illustrative values for Tribune's non-controlling/minority stake (which we refer to as "Tribune's TVFN Stake") in TVFN as outlined in the table below:

Tribune TV&E Merger-Implied EBITDA Multiples(1)
 
  Illustrative Value of
Tribune's TVFN Stake(2)
($ millions)
 
 
  $1,500   $1,650   $1,800  

Tribune's TVFN Stake at Indicated Value

    11.5 x   11.1 x   10.8 x

Tribune's TVFN Stake at Illustrative 25% Discount(3)

    12.4     12.1     11.9  

(1)
Based on the sum of Tribune Local TV's Average EBITDA for CY16A / CY17E and WGNA's EBITDA for CY17E derived from the Tribune Projections.

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(2)
Range of illustrative values for Tribune's TVFN Stake was selected by Guggenheim Securities based on its analyses of Tribune's TVFN Stake as outlined elsewhere herein.

(3)
Illustrative 25% discount based on various factors, including that (a) Tribune's TVFN Stake constitutes a non-controlling/minority interest with limited governance and liquidity rights and (b) any potential sale Tribune's TVFN Stake most likely would trigger a meaningful corporate-level taxable gain for Tribune.

        Among other things, Guggenheim Securities noted that the foregoing Tribune TV&E merger-implied EBITDA multiples were at or above the high end of the transaction-related EBITDA multiples observed in the selected precedent merger and acquisition transactions outlined elsewhere herein.

    Tribune Change-of-Control Financial Analyses—Overall Company

        Overview of Analytical Approach.    Based on the nature of Tribune's businesses and assets, Guggenheim Securities performed all of its change-of-control financial analyses with respect to Tribune on a sum-of-the-parts basis. Utilizing the valuation methodologies described elsewhere herein, Guggenheim Securities separately analyzed Tribune TV&E, Tribune's TVFN Stake and Tribune's other businesses, assets and liabilities in order to arrive at an estimate of Tribune's stand-alone enterprise value pursuant to each valuation methodology. In each such case, Guggenheim Securities then calculated Tribune's stand-alone equity value by (i) adding to its stand-alone enterprise value (a) cash, cash equivalents, short-and long-term marketable investments and certain other cash-like items as of March 31, 2017, (b) the estimated fair market value or book value (as available) of any non-consolidated investments and (c) the estimated fair market value or book value (as available) of any non-cash generating assets and (ii) subtracting from its stand-alone enterprise value (a) the principal amount of total debt as of March 31, 2017, (b) the estimated fair market value or book value (as available) of any non-controlling / minority interests and (c) certain other corporate liabilities. Guggenheim Securities then calculated Tribune's stand-alone equity value on a per share basis by dividing Tribune's stand-alone equity value by the number of fully diluted shares of Tribune common stock.

        Based on guidance from and information provided by Tribune's senior management, Guggenheim Securities included the following items, among others, in its calculation of Tribune's stand-alone equity value: (i) additions with respect to certain cash-like items including (a) the net present value of the estimated after-tax proceeds from the potential sale of certain of Tribune's non-core real estate assets, (b) the net present value of the estimated after-tax proceeds from the potential sale of Tribune's non-controlling / minority stake in CareerBuilder and (c) the net present value of the expected after-tax proceeds from the recent sale of certain of Tribune's broadcast television spectrum in the recent incentive broadcast television spectrum auction conducted by the FCC and (ii) deductions for certain corporate liabilities including (a) Tribune's estimated after-tax pension obligations and (b) Tribune's potential income tax liability in connection with its transaction involving New Cubs LLC.

        Recap of Tribune Change-of-Control Financial Analyses—Overall Company.    In evaluating Tribune in connection with rendering its opinion, Guggenheim Securities performed various financial analyses which are summarized in the table below and described in more detail elsewhere herein, including discounted cash flow and dividend discount analyses (as applicable), selected precedent merger and acquisition transactions analysis and selected publicly traded companies analysis. Solely for informational reference purposes, Guggenheim Securities also reviewed certain historical trading price ranges for the shares of Tribune Class A common stock and Wall Street equity research analysts' price targets for the shares Tribune Class A common stock.

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Recap of Tribune Change-of-Control Financial Analyses

Headline / Nominal Value of Merger Consideration

  $ 43.50  

Illustrative Pro Forma Market-Based Value of Merger Consideration(1)

    42.90  

Illustrative Pro Forma DCF-Based Value of Merger Consideration(2)(3)

    50.45  

 

 
  Reference Range
for Tribune on a
Change-of-Control
Basis
 
Primary Financial Analyses
  Low   High  
Discounted Cash Flow / Dividend Discount Analyses:              

Tribune Management Estimates for Tribune (including WGNA)(4)

  $ 31.73   $ 53.31  

Tribune Management Estimates for Tribune (excluding WGNA) + Wall Street Equity Research Estimates for WGNA(5)

    24.81     43.53  
Selected Precedent M&A Transactions Analysis     36.39     47.59  
Selected Publicly Traded Companies Analysis     29.26     34.87  

 

For Informational Reference Purposes
   
   
 
Tribune Class A Common Stock Unaffected Price Range During the 60 Days Prior to 2/28/17   $ 30.00   $ 34.50  
Tribune Class A Common Stock 52-Week Low / High Price Range:              

Prior to 2/28/17

    25.09     34.72  

Then-Current as of 5/05/17

    25.09     40.29  

Wall Street Equity Research Stock Price Targets for Tribune Class A Common Stock:

 

 

 

 

 

 

 

Prior to 2/28/17

    27.00     38.00  

Then-Current as of 5/05/17

    35.00     40.00  

(1)
See "Transaction Summary—Opinions of Tribune's Financial Advisors—Guggenheim Securities, LLC—Illustrative / Hypothetical Merger Consideration Sensitivity Analysis—Market Value Approach" beginning on page 102 below.

(2)
See "Transaction Summary—Opinions of Tribune's Financial Advisors—Guggenheim Securities, LLC—Illustrative / Hypothetical Merger Consideration Sensitivity Analysis—DCF-Based Approach" beginning on page 103 below.

(3)
$51.04 utilizing the revised unlevered free cash flow.

(4)
$34.85 and $57.52 utilizing the revised unlevered free cash flow.

(5)
$27.80 and $47.61 utilizing the revised unlevered free cash flow.

        Guggenheim Securities noted that the headline/nominal value of the merger consideration (i.e., $43.50), the illustrative pro forma market-based value of the merger consideration (i.e., $42.90) and the illustrative pro forma DCF-based value of the merger consideration (i.e., $50.45 ($51.04 utilizing the revised unlevered free cash flow)) all compared favorably with each of the primary financial analyses summarized above.

        Illustrative Tribune DCF / DDM-Based Sum-of-the-Parts Analyses.    In order to highlight the sensitivity of its illustrative discounted cash flow analyses of Tribune TV&E vis-à-vis the projected financial performance of WGNA, Guggenheim Securities performed illustrative sum-of-the parts analyses based on (i) discounted cash flow analyses with respect to (a) Tribune TV&E on a combined

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basis (with WGNA being broken down between the Tribune Projections and Wall Street equity research estimates) and (b) Tribune TV&E as broken down between Tribune Local TV and WGNA (with WGNA being broken down between the Tribune Projections and Wall Street equity research estimates) and (ii) dividend discount analyses with respect to Tribune's TVFN Stake as outlined in the table below:

Illustrative Tribune DCF / DDM-Based Sum-of-the-Parts Analyses

Headline / Nominal Value of Merger Consideration

  $ 43.50  

 

TV&E on a Combined Basis
  Low   High  

Tribune TV&E Based on the Tribune Projections + Tribune's TVFN Stake Based on the Tribune Projections:

             

With WGNA Based on Wall Street Equity Research Estimates

  $ 24.81   $ 43.53  

Plus: WGNA Incremental Value Based on the Tribune Projections

    6.92     9.78  

Total(1)

  $ 31.73   $ 53.31  

 

TV&E on a Sum-of-the-Parts Basis
   
   
 

Tribune Local TV Based on the Tribune Projections + WGNA Based on Wall Street Equity Research Estimates + Tribune's TVFN Stake Based on the Tribune Projections

  $ 24.55   $ 43.12  

Plus: WGNA Incremental Value Based on the Tribune Projections

    6.39     9.63  

Total(2)

  $ 30.94   $ 52.75  

(1)
$34.85 and $57.52 utilizing the revised unlevered free cash flow.

(2)
$34.06 and $56.96 utilizing the revised unlevered free cash flow.

        Guggenheim Securities noted that the headline/nominal value of the merger consideration (i.e. $43.50), the illustrative pro forma market-based value of the merger consideration (i.e., $42.90) and the illustrative pro forma DCF-based value of the merger consideration (i.e., $50.45 ($51.04 utilizing the revised unlevered free cash flow)) all compared favorably with the DCF/DDM-based sum-of-the-parts analyses summarized above.

    Tribune Change-of-Control Financial Analyses—Tribune TV&E

        Tribune TV&E on a Combined Basis—Discounted Cash Flow Analyses.    Guggenheim Securities performed illustrative stand-alone discounted cash flow analyses with respect to Tribune TV&E based on projected unlevered free cash flows (after deduction of stock-based compensation) for Tribune TV&E and an estimate of its terminal/continuing value at the end of the projection horizon. In performing its illustrative discounted cash flow analyses with respect to Tribune TV&E:

    Guggenheim Securities based its discounted cash flow analyses on the Tribune Projections for Tribune TV&E as provided by Tribune's senior management.

    Guggenheim Securities used a discount rate range of 7.00%–8.50% based on its estimate of Tribune TV&E's weighted average cost of capital.

    In calculating Tribune TV&E's terminal/continuing value for purposes of its discounted cash flow analyses, Guggenheim Securities used an illustrative reference range of perpetual growth rates of Tribune TV&E's terminal year normalized unlevered free cash flow (based on the sum of Tribune Local TV's terminal year normalized two-year average unlevered free cash flow and WGNA's terminal year normalized single-year unlevered free cash flow) of 0.00%–1.00%. The illustrative terminal/continuing values implied by the foregoing perpetual growth rate reference range were cross-checked for reasonableness by reference to Tribune TV&E's implied terminal year EBITDA multiples.

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    Guggenheim Securities' illustrative discounted cash flow analyses with respect to Tribune TV&E resulted in an overall reference range of $3,729–$5,049 million ($4,048–$5,466 million utilizing the revised unlevered free cash flow), which values were then used as inputs in Guggenheim Securities' sum-of-the-parts analyses of Tribune.

        Tribune TV&E on a Sum-of-the-Parts Basis—Discounted Cash Flow Analyses.    Guggenheim Securities also performed separate illustrative stand-alone discounted cash flow analyses with respect to Tribune TV&E's two component businesses (comprised of Tribune Local TV and WGNA) based on projected unlevered free cash flows (after deduction of stock-based compensation) for each of Tribune Local TV and WGNA and an estimate of their respective terminal / continuing values at the end of the projection horizon. In performing its illustrative discounted cash flow analyses with respect to Tribune Local TV and WGNA:

    Guggenheim Securities based its discounted cash flow analyses on the Tribune Projections for each of Tribune Local TV and WGNA, in each case as provided by Tribune's senior management.

    Guggenheim Securities used discount rate ranges of 7.00%–8.50% and 7.50%–9.00% based on its estimate of Tribune Local TV's and WGNA's respective weighted average costs of capital.

    In calculating Tribune Local TV's and WGNA's respective terminal / continuing values for purposes of its discounted cash flow analyses, Guggenheim Securities used an illustrative reference range of perpetual growth rates of Tribune Local TV's terminal year normalized two-year average unlevered free cash flow of 0.00%–1.00% and WGNA's terminal year normalized single-year unlevered free cash flow of (1.00)%–1.00%. The illustrative terminal / continuing values implied by the foregoing perpetual growth rate reference ranges were cross-checked for reasonableness by reference to each of Tribune Local TV's and WGNA's respective implied terminal year EBITDA multiples.

    Guggenheim Securities' illustrative discounted cash flow analyses with respect to Tribune Local TV resulted in an overall reference range of $2,865–$3,830 million ($3,171–$4,234 million utilizing the revised unlevered free cash flow), which values were then used as inputs in Guggenheim Securities' sum-of-the-parts analyses of Tribune.

    Guggenheim Securities' illustrative discounted cash flow analyses with respect to WGNA resulted in an overall reference range of $743–$1,120 million ($756–$1,133 million utilizing the revised unlevered free cash flow), comprised of (i) $174–$262 million based on Wall Street equity research analyst estimates for WGNA and (ii) $569–$858 million ($582–$872 million utilizing the revised unlevered free cash flow) of incremental value based on the Tribune Projections for WGNA. Such values were then used as inputs in Guggenheim Securities' sum-of-the-parts analyses of Tribune.

        Tribune TV&E—Selected Precedent Merger and Acquisition Transactions Analysis.    Guggenheim Securities reviewed and analyzed certain financial metrics associated with certain selected precedent merger and acquisition transactions during the past four years involving target companies in the broadcast television sector that Guggenheim Securities deemed relevant for purposes of this analysis. The following seven precedent merger and acquisition transactions were selected by Guggenheim Securities for purposes of this analysis:

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Tribune TV&E—Selected Precedent Merger and Acquisition (M&A) Transactions
Date
Announced
  Acquiror   Target Company
1/27/16   Nexstar Broadcasting Group, Inc. (subsequently renamed Nexstar Media Group, Inc. ("Nexstar"))   Media General, Inc. ("Media General")

9/08/15

 

Media General

 

Meredith Corporation ("Meredith")

3/21/14

 

Media General

 

LIN Media LLC ("LIN Media")

7/29/13

 

Sinclair

 

Two Broadcast Television Companies Controlled by the Allbritton Family ("Allbritton")

7/01/13

 

Tribune Company

 

Local TV Holdings, LLC ("Local TV")

6/13/13

 

Gannett Co., Inc. ("Gannett")

 

Belo Corp. ("Belo")

6/06/13

 

Media General

 

New Young Broadcasting Holding Co., Inc. ("Young")

        Guggenheim Securities calculated, among other things and to the extent publicly available, certain implied change-of-control transaction multiples for the selected precedent merger and acquisition transactions (based on Wall Street equity research consensus estimates, each company's most recent publicly available financial filings and certain other publicly available information), which are summarized in the table below:

Tribune TV&E—Selected Precedent M&A Transaction Multiples
 
  Transaction
Enterprise
Value / Average
EBITDA
(LTM / NTM)
 
Nexstar / Media General     10.1 x
Media General / Meredith     9.2  
Media General / LIN Media     11.1  
Sinclair / Allbritton     10.7 (1)
Tribune / Local TV     9.4 (1)
Gannett / Belo     8.9  
Media General / Young     7.5  

Statistical Recap:

 

 

 

 

High

    11.1 x

Mean

    9.6  

Median

    9.4  

Low

    7.5  

Tribune TV&E Merger-Implied EBITDA Multiples:

 

 

 

 

TVFN Stake Valued at Midpoint of $1,650 Million

    11.1 x

TVFN Stake Valued at Illustrative 25% Discount to Foregoing Midpoint Value

    12.1  

(1)
Transaction enterprise value multiples based on Average EBITDA for 2011 and 2012.

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        In performing its selected precedent merger and acquisition transactions analysis with respect to Tribune TV&E:

    Guggenheim Securities selected an EBITDA multiple reference range of 9.5x–11.0x for purposes of evaluating Tribune TV&E on a change-of-control basis.

    Guggenheim Securities' analysis of the selected precedent merger and acquisition transactions with respect to Tribune TV&E resulted in an overall reference range of $3,835–$4,440 million (based on the sum of Tribune Local TV's Average EBITDA for CY16A / CY17E and WGNA's EBITDA for CY17E) for purposes of evaluating Tribune TV&E on a change-of-control basis, which values were then used as inputs in Guggenheim Securities' sum-of-the-parts analyses of Tribune.

        Tribune TV&E—Selected Publicly Traded Companies Analysis.    Guggenheim Securities reviewed and analyzed Tribune's historical stock price performance, trading metrics and historical and projected / forecasted financial performance compared to corresponding data for certain publicly traded companies in the broadcast television sector that Guggenheim Securities deemed relevant for purposes of this analysis. The following six publicly traded companies were selected by Guggenheim Securities for purposes of this analysis:

Tribune TV&E—Selected Publicly Traded Companies
Pure-Play Broadcasting   Diversified Broadcasting
Primary Companies:  

Meredith

Nexstar

 

TEGNA Inc. ("TEGNA")

Sinclair

   

Secondary Companies:

 

 

The E.W. Scripps Company ("Scripps")

   

Gray Television,  Inc. ("Gray")

   

        Guggenheim Securities calculated, among other things, various public market trading multiples for the selected publicly traded companies (based on Wall Street equity research consensus estimates and each company's most recent publicly available financial filings), which are summarized in the table below:

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Tribune TV&E—Selected Publicly Traded Companies Trading Multiples
 
  Enterprise
Value / Average
EBITDA (2016 / 2017)
 

Pure-Play Broadcasting:

       

Primary Companies:

       

Nexstar

    8.6 x

Sinclair

    8.0  

Secondary Companies:

       

Scripps

    12.5  

Gray

    8.9  

Diversified Broadcasting:

   
 
 

Meredith

    9.9  

TEGNA

    8.2  

Tribune TV&E Merger-Implied EBITDA Multiples:

   
 
 

TVFN Stake Valued at Midpoint of $1,650 Million

    11.1 x

TVFN Stake Valued at Illustrative 25% Discount to Foregoing Midpoint Value

    12.1  

        In performing its selected publicly traded companies analysis with respect to Tribune TV&E:

    Guggenheim Securities selected an EBITDA multiple reference range of 8.0x–9.0x for purposes of evaluating Tribune TV&E on a hypothetical stand-alone public market trading basis.

    Guggenheim Securities' analysis of the selected publicly traded companies with respect to Tribune TV&E resulted in an overall reference range of $3,229–$3,633 million (based on the sum of Tribune Local TV's Average EBITDA for CY16A / CY17E and WGNA's EBITDA for CY17E) for purposes of evaluating Tribune TV&E on a hypothetical stand-alone public market trading basis, which values were then used as inputs in Guggenheim Securities' sum-of-the-parts analyses of Tribune.

    Tribune Change-of-Control Financial Analyses—Tribune's TVFN Stake

        Overarching Observations Regarding Tribune's TVFN Stake.    Guggenheim Securities noted certain key considerations with respect to Tribune's TVFN Stake, including that (i) Tribune's TVFN Stake constitutes a non-controlling / minority interest with limited governance and liquidity rights and (ii) any potential sale of Tribune's TVFN Stake most likely would trigger a meaningful corporate-level taxable gain for Tribune. Guggenheim Securities further observed that a potential discount for lack of control and/or lack of marketability arguably may be appropriate with respect to Tribune's TVFN Stake, although Guggenheim Securities' valuation reference ranges for Tribune's TVFN Stake did not explicitly reflect any such potential discount.

        Tribune's TVFN Stake—Dividend Discount Analyses.    Guggenheim Securities performed illustrative stand-alone dividend discount analyses with respect to Tribune's TVFN Stake based on projected after-tax cash distributions with respect to Tribune's TVFN Stake and an estimate of its terminal / continuing value at the end of the projection horizon. In performing its illustrative dividend discount analyses with respect to Tribune's TVFN Stake:

    Guggenheim Securities based its dividend discount analyses on the Tribune Projections as provided by Tribune's senior management.

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    Guggenheim Securities used a discount rate range of 8.25%–10.25% based on its estimate of the cost of equity with respect to Tribune's TVFN Stake.

    In calculating the terminal / continuing value of Tribune's TVFN Stake for purposes of its dividend discount analyses, Guggenheim Securities used an illustrative reference range of perpetual growth rates of terminal year cash distributions of 1.00%–2.00%. The illustrative terminal / continuing values implied by the foregoing perpetual growth rate reference range were cross-checked for reasonableness by reference to the implied terminal year proportionate EBITDA multiples associated with Tribune's TVFN Stake.

    Guggenheim Securities' illustrative dividend discount analyses with respect to Tribune's TVFN Stake resulted in an overall reference range of $1,411–$2,015 million ($1,371–$1,974 million utilizing the revised unlevered free cash flow), which values were then used as inputs in Guggenheim Securities' sum-of-the-parts analyses of Tribune.

        Tribune's TVFN Stake—Selected Publicly Traded Companies Analysis.    Guggenheim Securities calculated the then-prevailing proportionate EBITDA trading multiple for SNI, the controlling / majority owner of TVFN, and utilized such proportionate EBITDA trading multiple as the basis for valuing Tribune's TVFN Stake on a hypothetical public market trading basis. As of the date of Guggenheim Securities' analysis, SNI's proportionate EBITDA trading multiple based on Wall Street equity research consensus estimates was approximately 9.0x. Based on the foregoing:

    Guggenheim Securities selected an EBITDA multiple reference range of 8.5x–9.0x for purposes of evaluating Tribune's TVFN Stake on a hypothetical stand-alone public market trading basis.

    Guggenheim Securities' analysis resulted in an overall reference range of $1,641–$1,738 million (based on proportionate EBITDA for Tribune's TVFN Stake for CY17E) for purposes of evaluating Tribune's TVFN Stake on a hypothetical stand-alone public market trading basis, which values were then used as inputs in Guggenheim Securities' sum-of-the-parts analyses of Tribune.

        Tribune's TVFN Stake—Potential Private Market Value.    Guggenheim Securities estimated a hypothetical private market value reference range for Tribune's TVFN Stake as follows:

    Guggenheim Securities first calculated the average of the low values and the average of the high values from the foregoing dividend discount analyses and selected publicly traded companies analysis, in each case with respect to Tribune's TVFN Stake.

    Guggenheim Securities then added 50% of the estimated net present value of a potential tax-basis step-up available to a cash purchaser of Tribune's TVFN Stake.

    Guggenheim Securities' analysis resulted in an overall reference range of $1,672–$2,065 million ($1,649–$2,041 million utilizing the revised unlevered free cash flow) for purposes of evaluating Tribune's TVFN Stake on a hypothetical private market value basis, which values were then used as inputs in Guggenheim Securities' sum-of-the-parts analyses of Tribune.

        Tribune's TVFN Stake—Wall Street Equity Research Analyst Perspectives.    Guggenheim Securities reviewed five Wall Street equity research analysts' sum-of-the-parts valuation analyses with respect to Tribune and, more specifically, the estimated valuation of Tribune's TVFN Stake. In connection with such review, Guggenheim Securities noted that:

    Four of such Wall Street equity research analysts reflected their estimated value of Tribune's TVFN Stake in their sum-of-the-parts valuation analyses on an after-tax basis, with such estimated after-tax values ranging from $1,078–$1,571 million.

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    Four of such Wall Street equity research analysts also included for reference purposes their estimated pre-tax value of Tribune's TVFN Stake, with such estimated pre-tax values ranging from $1,325–$1,989 million.

    Sinclair Stand-Alone Financial Analyses

        Sinclair—Discounted Cash Flow Analyses.    Guggenheim Securities performed illustrative stand-alone discounted cash flow analyses with respect to Sinclair based on projected unlevered free cash flows (after deduction of stock-based compensation) for Sinclair and an estimate of its terminal / continuing value at the end of the projection horizon.

        In performing its illustrative discounted cash flow analyses with respect to Sinclair:

    Guggenheim Securities based its discounted cash flow analyses on the financial projections for Sinclair as provided by Sinclair's senior management.

    Guggenheim Securities used a discount rate range of 6.75%–8.25% based on its estimate of Sinclair's weighted average cost of capital.

    In calculating Sinclair's terminal / continuing value for purposes of its discounted cash flow analyses, Guggenheim Securities used an illustrative reference range of perpetual growth rates of Sinclair's terminal year normalized two-year average unlevered free cash flow of 0.00%–1.00%. The illustrative terminal / continuing values implied by the foregoing perpetual growth rate reference range were cross-checked for reasonableness by reference to Sinclair's implied terminal year EBITDA multiples.

    Guggenheim Securities' illustrative discounted cash flow analyses resulted in an overall reference range of $48.68–$80.23 per share for purposes of evaluating Sinclair's common stock on a stand-alone intrinsic-value basis.

    Guggenheim Securities noted that the then-prevailing stock price of the Sinclair Class A common stock stood at $36.95 as of May 5, 2017.

        Sinclair—Selected Publicly Traded Companies Analysis.    Guggenheim Securities reviewed and analyzed Sinclair's historical stock price performance, trading metrics and historical and projected / forecasted financial performance compared to corresponding data for certain publicly traded companies that Guggenheim Securities deemed relevant for purposes of this analysis. Guggenheim Securities utilized the same selected publicly traded companies as described above under the section entitled "Transaction Summary—Opinions of Tribune's Financial Advisors—Guggenheim Securities, LLC—Tribune TV&E—Selected Publicly Traded Companies Analysis" beginning on page 98.

        In performing the foregoing selected publicly traded companies analysis with respect to Sinclair:

    Guggenheim Securities selected an EBITDA multiple reference range of 8.0x–9.0x for purposes of evaluating Sinclair on a stand-alone public market trading basis.

    Guggenheim Securities' analysis of the selected publicly traded companies with respect to Sinclair resulted in an overall reference range of $37.32–$45.72 per share (based on Sinclair's Average EBITDA for CY16A / CY17E) for purposes of evaluating Sinclair's common stock on a stand-alone public market trading basis.

    Guggenheim Securities noted that the then-prevailing stock price of the Sinclair Class A common stock stood at $36.95 as of May 5, 2017.

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    Illustrative / Hypothetical Tribune Shareholder Value Proposition Analyses

        Guggenheim Securities reviewed the illustrative / hypothetical shareholder value proposition associated with the merger from the perspective of the Tribune shareholders, both on a market value basis and on a discounted cash flow basis.

    Illustrative / Hypothetical Merger Consideration Sensitivity Analysis—Market Value Approach

    Guggenheim Securities analyzed the illustrative / hypothetical pro forma valuation impact of the merger on the price of the Sinclair Class A common stock based on (i) the Tribune Projections, the financial projections for Sinclair and the synergy estimates, all as furnished by Tribune's and Sinclair's senior management (as the case may be), (ii) the merger consideration comprised of (a) $35.00 in cash per share of Tribune common stock plus (b) 0.2300 shares of Sinclair Class A common stock for each share of Tribune common stock and (iii) the contemplated financing of the cash component of the merger consideration as provided by Sinclair's senior management. More specifically, to calculate Sinclair's pro forma broadcast television-related enterprise value on a combined-company basis, Guggenheim Securities capitalized Sinclair's / Tribune TV&E's combined EBITDA (based on Sinclair's stand-alone Average EBITDA for CY16A / CY17E, Tribune Local TV's stand-alone Average EBITDA for CY16A / CY17E and WGNA's stand-alone EBITDA for CY17E) plus expected run-rate merger-related synergies at a midpoint EBITDA multiple of 8.0x (with an illustrative / hypothetical sensitivity range of 7.5x–8.5x). Guggenheim Securities then calculated Sinclair's pro forma equity value by (i) adding certain financial items, including among others (a) Tribune's TVFN Stake valued as described elsewhere herein utilizing an illustrative 25% discount and (b) each of Sinclair's and Tribune's cash, cash equivalents, short- and long-term marketable securities and other cash-like items and (ii) deducting certain financial items, including among others (a) each of Sinclair's and Tribune's stand-alone debt and other debt-like items, (b) the incremental debt expected to result from the merger and (c) certain other liabilities and transaction-related costs and expenses. Finally, Guggenheim Securities calculated Sinclair's pro forma equity value per share by dividing Sinclair's pro forma equity value by the pro forma number of shares of Sinclair common stock expected to be outstanding upon consummation of the merger.

    Guggenheim Securities' illustrative / hypothetical market-value based value proposition analyses indicated that the Tribune shareholders would receive merger consideration valued as follows:

    Assuming (i) Sinclair's status quo trading EBITDA multiple of 8.0x and (ii) the capitalization of 100% of the expected run-rate merger-related synergies at Sinclair's status quo trading EBITDA multiple of 8.0x, the Tribune shareholders would receive merger consideration valued at $42.90 per share of Tribune common stock (which represents a 1.4% discount versus the headline / nominal value of the merger consideration of $43.50 per share of Tribune common stock).

    Assuming (i) Sinclair's pro forma trading EBITDA multiple were to range from 7.5x–8.5x and (ii) the capitalization of 50%, 75% and 100% of the expected run-rate merger-related synergies at Sinclair's assumed pro forma trading EBITDA multiple, the Tribune shareholders would receive merger consideration valued between $40.22 to $44.26 per share of Tribune common stock (which range represents a 7.5% discount to a 1.7% premium versus the headline / nominal value of the merger consideration of $43.50 per share of Tribune common stock).

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    Illustrative / Hypothetical Merger Consideration Sensitivity Analysis—DCF-Based Approach

    Guggenheim Securities analyzed the illustrative / hypothetical pro forma DCF-based valuation impact of the merger on the stand-alone DCF / DDM-based midpoint value of Tribune common stock based on (i) the Tribune Projections, the financial projections for Sinclair and the synergy estimates, all as furnished by Tribune's and Sinclair's senior management (as the case may be), (ii) the merger consideration comprised of (a) $35.00 in cash per share of Tribune common stock plus (b) 0.2300 shares of Sinclair Class A common stock for each share of Tribune common stock and (iii) the contemplated financing of the cash component of the merger consideration as provided by Sinclair's senior management. More specifically, Guggenheim Securities (i) added (a) the midpoint DCF / DDM-based equity value of Tribune on a stand-alone basis, (b) the midpoint DCF-based equity value of Sinclair on a stand-alone basis and (c) the midpoint DCF-based value of the expected merger-related net synergies (using a midpoint discount rate of 7.50% and a midpoint terminal / continuing value perpetual growth rate of 0.50%) and (ii) subtracting (a) the incremental debt expected to result from the merger and (b) certain transaction-related costs and expenses.

    Guggenheim Securities' illustrative / hypothetical DCF-based value proposition analysis indicated that the Tribune shareholders would receive merger consideration valued at $50.45 ($51.04 utilizing the revised unlevered free cash flow) per share, which represents approximately 24.2% (15.5% utilizing the revised unlevered free cash flow) intrinsic value accretion versus Tribune's stand-alone midpoint DCF / DDM-based value of $40.62 ($44.19 utilizing the revised unlevered free cash flow) per share.

    Other Financial Reviews Solely for Informational Reference Purposes

        In order to provide certain context for the financial analyses in connection with its opinion as described above, Guggenheim Securities undertook various additional financial reviews as summarized below solely for informational reference purposes, including reviews of:

    Stock price trading histories for each of the Tribune Class A common stock and the Sinclair Class A common stock and the observed market-implied exchange ratios related thereto.

    Then-prevailing trading multiples of selected pure-play broadcast television companies over time.

    Financial performance benchmarking with respect to the selected publicly traded companies utilized in Guggenheim Securities' selected publicly traded companies analysis referred to previously herein.

    Wall Street equity research analysts' stock price targets for each of the Tribune Class A common stock and the Sinclair Class A common stock, commentary regarding each of Tribune and Sinclair and sum-of-the parts valuation analyses with respect to Tribune.

    Transaction-related premia paid in connection with the selected precedent merger and acquisition transactions referred to previously herein.

        As a general matter, Guggenheim Securities did not consider such additional financial reviews to be determinative methodologies for purposes of its opinion.

    Other Considerations

        Except as described in the summary above, Tribune did not provide specific instructions to, or place any limitations on, Guggenheim Securities with respect to the procedures to be followed or factors to be considered in performing its financial analyses or providing its opinion. The type and amount of consideration payable in the merger were determined through negotiations between Tribune

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and Sinclair and were approved by the Tribune board. The decision to enter into the merger agreement was solely that of the Tribune board. Guggenheim Securities' opinion was just one of the many factors taken into consideration by the Tribune board. Consequently, Guggenheim Securities' financial analyses should not be viewed as determinative of the decision of the Tribune board with respect to the fairness, from a financial point of view, of the merger consideration to the Tribune shareholders (excluding Sinclair and its affiliates).

        Pursuant to the terms of Guggenheim Securities' engagement, Tribune has agreed to pay Guggenheim Securities a cash transaction fee (based on a percentage of the adjusted enterprise-based value of the merger) upon consummation of the merger, which cash transaction fee currently is estimated to be approximately $23.1 million. In connection with Guggenheim Securities' engagement, Tribune has previously paid Guggenheim Securities a cash milestone fee of $3,500,000 that became payable upon delivery of Guggenheim Securities' opinion, which will be credited against the foregoing cash transaction fee. In addition, Tribune has agreed to reimburse Guggenheim Securities for certain expenses and to indemnify Guggenheim Securities against certain liabilities arising out of its engagement.

        Guggenheim Securities (i) has been previously engaged during the past two years and is currently engaged by Tribune to provide financial advisory services in connection with Tribune's review of strategic and financial alternatives and various potential transactions related thereto (including the merger) and (ii) has not been previously engaged during the past two years by Sinclair to provide financial advisory or investment banking services. Specifically, Guggenheim Securities served as Tribune's financial advisor in connection with its sale of various companies collectively known as the Gracenote Companies to Nielsen Holding and Finance B.V., which transaction closed in January 2017 and in respect of which Guggenheim Securities received agreed fees. Guggenheim Securities may seek to provide Tribune, Sinclair and their respective affiliates with certain financial advisory and investment banking services unrelated to the merger in the future, for which services Guggenheim Securities would expect to receive compensation.

        Guggenheim Securities and its affiliates and related entities engage in a wide range of financial services activities for its and their own accounts and the accounts of its and their customers, including: asset, investment and wealth management; insurance services; investment banking, corporate finance, mergers and acquisitions and restructuring; merchant banking; fixed income and equity sales, trading and research; and derivatives, foreign exchange and futures. In the ordinary course of these activities, Guggenheim Securities or its affiliates and related entities may (i) provide such financial services to Tribune, Sinclair, other participants in the merger or their respective affiliates, subsidiaries, investment funds and portfolio companies, for which services Guggenheim Securities or any of its affiliates and related entities has received, and may receive, compensation and (ii) directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to certain bank debt, debt or equity securities and derivative products of or relating to Tribune, Sinclair, other participants in the merger or their respective affiliates, subsidiaries, investment funds and portfolio companies. Furthermore, Guggenheim Securities or its affiliates and related entities and its or their respective directors, officers, employees, consultants and agents may have investments in Tribune, Sinclair, other participants in the merger or their respective affiliates, subsidiaries, investment funds and portfolio companies.

        Consistent with applicable legal and regulatory guidelines, Guggenheim Securities has adopted certain policies and procedures to establish and maintain the independence of its research departments and personnel. As a result, Guggenheim Securities' research analysts may hold views, make statements or investment recommendations and publish research reports with respect to Tribune, Sinclair, other participants in the merger or their respective affiliates, subsidiaries, investment funds and portfolio companies and the merger that differ from the views of Guggenheim Securities' investment banking personnel.

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Tribune Management's Unaudited Prospective Financial Information

        Tribune does not, as a matter of course, publicly release long-term projections regarding its expectations of future financial performance given, among other things, the uncertainty of the underlying assumptions and estimates. However, for internal purposes and in connection with the process leading up to entering into the merger agreement, the management of Tribune prepared certain financial projections for Tribune on a stand-alone, pre-transaction basis, which we refer to as the "Tribune Projections."

        The Tribune Projections were not prepared with a view toward public disclosure or with a view toward complying with the published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information or U.S. GAAP. However, in the view of Tribune's management, such projections were prepared on a reasonable basis, reflect the best then-available estimates and judgments, and present, to the best of management's knowledge and belief, the expected course of action and the expected future financial performance of Tribune, on a stand-alone basis. These projections are not fact and should not be relied upon as necessarily indicative of actual future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the prospective financial information.

        The prospective financial information included in this document has been prepared by, and is the responsibility of Tribune's management. No independent registered public accounting firm has examined, compiled or performed any procedures with respect to the prospective financial information and, accordingly, no independent registered public accounting firm expresses an opinion or any other form of assurance with respect to such projections or the achievability of the results reflected therein. The report of Tribune's independent registered public accounting firm incorporated by reference into this proxy statement/prospectus relate only to Tribune's historical financial information and no such report extends to the prospective financial information or should be read to do so.

        Tribune's management provided the Tribune Projections to the Tribune board in the context of its evaluation of the potential transaction, to Moelis for its use and reliance in connection with the preparation of its analyses and opinion summarized under "Transaction Summary—Opinions of Tribune's Financial Advisors—Moelis & Company LLC" beginning on page 73, and to Guggenheim Securities for its use and reliance in connection with the preparation of its analyses and opinion summarized under "Transaction Summary—Opinions of Tribune's Financial Advisors—Guggenheim Securities, LLC" beginning on page 85. Tribune's management also provided the Tribune Projections to Sinclair in connection with its due diligence of Sinclair in connection with Sinclair's evaluation of the transaction. A summary of the Tribune Projections is included below in order to give Tribune shareholders access to certain non-public unaudited projections that were utilized by or provided to other parties, in connection with the transaction contemplated by the merger agreement. Tribune cautions that these projections are subjective in many respects and subject to interpretation and that uncertainties are inherent in prospective financial information of any kind. While the financial projections have been prepared in good faith, no assurance can be given regarding future events. Neither Tribune nor any of its affiliates, officers, directors, advisors or other representatives has made or makes any representation or can give any assurance to any Tribune shareholder or any other person regarding the ultimate performance of Tribune or Sinclair after the closing of the transaction. Since the unaudited prospective financial information covers multiple years, such information by its nature becomes less predictive with each successive year. In addition, Tribune does not intend to update or otherwise revise the prospective financial information to reflect circumstances existing or arising since its preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, except to the extent required by law. Furthermore, Tribune does not intend to update or revise the prospective financial information to reflect changes in general economic or industry conditions.

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        The internal financial forecasts of Tribune, which were used as a basis for preparing the Tribune Projections, are inherently uncertain and, although considered reasonable by the management of Tribune as of the date of their preparation, are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. Although the projections were prepared with numerical specificity, such projections reflect numerous and varying assumptions made by the management of Tribune, including various estimates and assumptions that may not be realized, and are subject to significant variables, uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of Tribune and Sinclair after the closing of the transaction. The risk that these uncertainties and contingencies could cause the estimates or assumptions to not reflect actual results is further increased given the duration in the future over which these estimates and assumptions apply. The estimates and assumptions in early periods have a compounding effect on the projections shown for later periods. Thus, any failure of an estimate or assumption to be reflective of actual results in an early period would have a greater effect on projected results failing to be reflective of actual events in later periods. Important factors that may affect or cause the information below to materially vary from actual results include, but are not limited to, industry performance, general business, economic, political, market and financial conditions, and other matters such as those referenced in "Cautionary Note Regarding Forward-Looking Statements" beginning on page 45 and "Risk Factors" beginning on page 35. These projections are forward-looking statements, and in light of the uncertainties inherent in forward-looking information of any kind, Tribune cautions you against relying on this information. Accordingly, there can be no assurance that the assumptions made in preparing the internal financial forecasts upon which the projections set forth below were based will be realized or that the prospective results are necessarily indicative of the future performance of Tribune or Sinclair after the closing of the transaction or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the Tribune Projections in this proxy statement/prospectus should not be regarded as a representation by any person that the results contained in the Tribune Projections will be achieved.

        In preparing the Tribune Projections, Tribune's management made numerous assumptions about Tribune's industry, markets and products and its ability to execute on its business plan. In particular, Tribune's management made assumptions that included, but were not limited to, the following items:

    The total local, national and political advertising revenue in each of Tribune's markets;

    The share of local, national and political market revenue for each of Tribune's stations;

    The total digital advertising revenue for each of Tribune's digital subsidiaries;

    The amount of retransmission revenue for each Tribune station based on the number of subscribers by multichannel video programming distributors expected each year and the retransmission rates per subscriber;

    The amount of reverse retransmission fee expense for each Tribune station based on the number of subscribers per affiliate and Tribune's expected retransmission revenue;

    The amount of operating expenses for each Tribune station, including, but not limited to, programming and production costs, selling and promotion expenses, general and administrative expenses, news production expenses and technical expenses;

    The estimated financial impact of potential regulatory changes; and

    The amount of corporate expenses and capital expenditures.

Summary of Tribune Projections

        On April 28, 2017, Tribune's management presented to the Tribune board the Tribune Projections for the years ending December 31, 2017 through December 31, 2021. The Tribune Projections were also

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subsequently provided to the Tribune Financial Advisors, and to Sinclair and its financial advisors. The following presents in summary form the Tribune Projections and the calculations of unlevered free cash flows and TVFN cash distributions prepared by the Tribune Financial Advisors in connection with the delivery of their opinions to the Tribune board on May 7, 2017.

 
  9 months
ending
December 31,
2017
  Year Ending December 31,  
($ in millions)
  2018   2019   2020   2021  

Revenue

  $ 1,454   $ 2,092   $ 2,067   $ 2,303   $ 2,282  

Adjusted EBITDA(1)

  $ 404   $ 594   $ 515   $ 669   $ 564  

EBIT(2)

  $ 216   $ 336   $ 256   $ 407   $ 300  

TVFN Cash Distributions (Pre-tax)(3)

  $ 73   $ 192   $ 200   $ 208   $ 216  


Original TV&E Unlevered Free Cash Flow and TVFN Cash Distributions

 
  9 months
ending
December 31,
2017
  Year Ending December 31,  
($ in millions)
  2018   2019   2020   2021  

Moelis:

                               

TV&E UFCF Management Case(4)

  $ 218   $ 306   $ 314   $ 347   $ 329  

TVFN Cash Distributions (Pre-tax)(5)

  $ 73   $ 192   $ 200   $ 208   $ 216  

Guggenheim Securities:

   
 
   
 
   
 
   
 
   
 
 

TV&E UFCF:

                               

Management Case(6)

  $ 157   $ 268   $ 281   $ 306   $ 305  

WGNA Street Case(7)

  $ 146   $ 249   $ 238   $ 260   $ 254  

TVFN Cash Distributions (Post-tax)(8)

  $ 84   $ 117   $ 122   $ 127   $ 132  

        As described in "Transaction Summary—Background of the Transaction" beginning on page 57, on June 24, 2017, the Tribune Financial Advisors presented to the Tribune board revised calculations of TV&E unlevered free cash flow and TVFN cash distributions. The following presents a summary of the revised calculations.


Revised TV&E Unlevered Free Cash Flow and TVFN Cash Distributions

 
  9 months
ending
December 31,
2017
  Year Ending December 31,  
($ in millions)
  2018   2019   2020   2021  

Moelis:

                               

TV&E UFCF Management Case(9)

  $ 221   $ 293   $ 301   $ 334   $ 324  

TVFN Cash Distributions (Post-tax)(10)

  $ 22   $ 121   $ 127   $ 133   $ 139  

Guggenheim Securities:

   
 
   
 
   
 
   
 
   
 
 

TV&E UFCF(11):

                               

Management Case

  $ 219   $ 295   $ 301   $ 334   $ 324  

WGNA Street Case

  $ 196   $ 276   $ 258   $ 287   $ 274  

TVFN Cash Distributions (Post-tax)(12)

  $ 45   $ 117   $ 122   $ 126   $ 131  

(1)
"Adjusted EBITDA" is defined as income (loss) from continuing operations before income taxes, investment transactions, interest and dividend income, interest expense, pension expense (credit), equity income and losses, depreciation and amortization, stock-based compensation, certain special items (including severance), non-operating items, gain (loss) on sales of real estate, impairments and other non-cash charges and reorganization items.

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(2)
"EBIT" is defined as Adjusted EBITDA, less depreciation, amortization and stock based compensation.

(3)
"TVFN Cash Distribution" is defined as Tribune's pro rata portion of TVFN cash distributions.

(4)
Moelis "TV&E UFCF Management Case" is defined as EBIT, less taxes (assuming a 39.2% marginal tax rate), plus depreciation, plus amortization, less capital expenditures, plus cash rights amortization, less cash rights payments and less increases in net working capital, in each case, as calculated by Moelis for purposes of delivering its opinion on May 7, 2017 using information provided in the Tribune Projections. The Moelis TV&E UFCF calculations did not reflect the matters set forth in note 9 below.

(5)
Moelis "TVFN Cash Distributions (Pre-tax)" is defined as Tribune's pro rata portion of TVFN cash distributions. The Moelis TVFN Cash Distributions (Pre-tax) calculations did not reflect the tax matters set forth in note 10 below.

(6)
Guggenheim Securities "TV&E UFCF Management Case" is defined as EBIT (excluding real estate operations), less taxes (assuming a 39.2% marginal tax rate), plus depreciation, plus amortization, less capital expenditures, plus cash rights amortization, less non-cash pension expense, less cash rights payments and less increases in net working capital, in each case as calculated by Guggenheim Securities for purposes of delivering its opinion on May 7, 2017 using information provided in the Tribune Projections.

(7)
Guggenheim Securities "TV&E UFCF (WGNA Street Case)" is defined as EBIT (excluding real estate operations) (with the EBIT for WGNA and Tribune Studios being based upon Wall Street equity research estimates as opposed to information provided in the Tribune Projections), less taxes (assuming a 39.2% marginal tax rate), plus depreciation, plus amortization, less capital expenditures, plus cash rights amortization, less non-cash pension expense, less cash rights payments and less increases in net working capital, in each case as calculated by Guggenheim Securities for purposes of delivering its opinion on May 7, 2017 using information provided in the Tribune Projections (with the exception of the amounts attributed to WGNA).

(8)
Guggenheim Securities "TVFN Cash Distributions (Post-tax)" is defined as TVFN Cash Distributions (Pre-tax), less taxes (assuming a 39.2% marginal tax rate on TVFN Cash Distributions (Pre-tax)).

(9)
These calculations correct the Moelis TV&E UFCF calculations, which did not reflect: (i) a deduction of a portion of WGNA amortization that is non-deductible for tax purposes (which would have resulted in a decrease in TV&E UFCF in the amounts of $10 million for the 9 months ending December 31, 2017, $13 million for the years 2018, 2019 and 2020 and $5 million for the year 2021) and (ii) an addition for certain real estate capital expenditures (which would have resulted in an increase in TV&E UFCF in the amount of $13 million for the 9 months ending December 31, 2017).

(10)
Moelis "TVFN Cash Distributions (Post-tax)" is defined as TVFN Cash Distributions (Pre-tax), less the tax associated with Tribune's portion of attributable net income of TVFN. These calculations correct the Moelis TVFN Cash Distributions (Pre-tax) calculations, which did not reflect such tax and which would have resulted in a decrease in TVFN Cash Distributions in the amounts of $51 million for the 9 months ending December 31, 2017, $71 million for the year 2018, $73 million for the year 2019, $75 million for the year 2020 and $77 million for the year 2021.

(11)
Guggenheim Securities' revised TV&E UFCF calculations reflect: (i) the reversal of a deduction made by Guggenheim Securities for a non-cash pension credit, (ii) the use of quarterly projections for the last three quarters of 2017, rather than using 75% of the full year 2017 projections and (iii) certain adjustments to annual changes in working capital. The impact of these adjustments (and the adjustment described in note 12, below) on the discounted cash flow analyses prepared by

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    Guggenheim Securities is described in "Transaction Summary—Opinions of Tribune's Financial Advisors—Guggenheim Securities, LLC" beginning on page 85.

(12)
Guggenheim Securities' revised TVFN Cash Distributions (as calculated in note 8, above) primarily reflects the use of quarterly projections for the last three quarters of 2017, rather than using 75% of the full year 2017 projections. The impact of this adjustment (and the adjustments described in note 11, above) on the discounted cash flow analyses prepared by Guggenheim Securities is described in "Transaction Summary—Opinions of Tribune's Financial Advisors—Guggenheim Securities, LLC" beginning on page 85.

        These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures determined or calculated in accordance with U.S. GAAP. Tribune is not providing a quantitative reconciliation of the forward looking non-GAAP financial measures set forth above. In accordance with Item 10(e)(1)(i)(B) of Regulation S-K, a quantitative reconciliation of a forward-looking non-GAAP financial measure is only required to the extent it is available without unreasonable efforts. Tribune does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation, such as the measures and effects of stock-based compensation expense specific to equity compensation awards that are directly impacted by unpredictable fluctuations in our stock price and other non-recurring or unusual items such as impairment charges, transaction-related costs and gains or losses on sales of assets. Tribune is unable to quantify the probable significance of these items at this time. The adjustments required for any such reconciliation of Tribune's forward-looking non-GAAP financial measures cannot be accurately forecast by Tribune, and therefore the reconciliation has been omitted.

Interests of Tribune's Directors and Executive Officers in the Merger

        You should be aware that, aside from their interests as Tribune shareholders, certain of Tribune's executive officers and directors have interests in the merger that may be different from, or in addition to, the interests of Tribune shareholders generally. Tribune's board was aware of these interests and considered them, among other matters, in approving the merger agreement and in making its recommendation that you approve the merger and vote in favor of the merger proposal. These interests are described below.

    Treatment of Long-Term Incentive Awards

    Tribune Stock Options.  Upon completion of the merger, each stock option granted pursuant to the Tribune Company 2013 Equity Incentive Plan (the "2013 Plan") or the Tribune Media Company 2016 Incentive Compensation Plan (the "2016 Plan"), whether or not then vested, will be cancelled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (x) the total number of shares of Tribune common stock subject to the stock option as of the effective time, by (y) the excess, if any, of the Equity Award Merger Consideration (as defined below) over the applicable exercise price per share of such stock option.

      Any stock option with an exercise price that is equal to or greater than the Equity Award Merger Consideration will be cancelled upon completion of the merger for no consideration or payment to its holder.

      "Equity Award Merger Consideration" means the sum of (i) $35.00 plus (ii) the product obtained by multiplying (A) 0.2300 by (B) the volume weighted average closing price per share of Sinclair Class A common stock on the NASDAQ determined on a cumulative basis over the ten consecutive trading days prior to the date the merger is complete (such price is herein referred to as the "Sinclair Stock Price").

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    Tribune Restricted Stock Units.  The executive officers of Tribune and certain nonemployee directors (or, in the case of Mr. Karsh, OCM FIE LLC, an Oaktree affiliated entity) hold unvested restricted stock units representing Tribune common stock (each, a "Tribune RSU"). Upon completion of the merger, Sinclair will assume and convert each Tribune RSU granted pursuant to the 2013 Plan or the 2016 Plan into a cash-settled restricted stock unit award subject to the same terms and conditions (other than settlement) as were applicable to such restricted stock units immediately prior to the effective time, and covering a number of shares of Sinclair common stock (a "Sinclair RSU") equal to the product obtained by multiplying (x) the total number of shares of Tribune common stock then underlying each such Tribune RSU by (y) the "equity award exchange ratio" (as defined below). In the event that a Sinclair RSU holder is terminated without cause (for purposes of the 2013 Plan and 2016 Plan) or resigns for good reason (for purposes of the 2016 Plan), in each case, within 12 months following the completion of the merger, all of his or her Sinclair RSUs will immediately vest, and in this regard, because all of the nonemployee directors will be removed from Tribune's board in connection upon the completion of the merger, all of their unvested Tribune RSUs will vest at that time. The supplemental Tribune RSUs, which were granted to each of Mr. Lazarus and Mr. Bigelow on April 27, 2017 in connection with the amendment of their employment agreements ("Supplemental RSUs"), will fully vest in connection with the completion of the merger.

    Tribune Performance Stock Units.  Upon completion of the merger, each performance share unit (each, a "PSU") granted pursuant to the 2013 Plan or the 2016 Plan (other than a "Supplemental PSU," as defined below) will become immediately vested at the "target" level of performance as provided in the applicable award agreement and be cancelled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (x) the total "target" number of shares subject to the PSU, by (y) the Equity Award Merger Consideration.

    Tribune Supplemental Performance Stock Units.  Upon completion of the merger, each supplemental performance stock unit granted to Mr. Lazarus, Mr. Bigelow and Mr. Liguori (each, a "Supplemental PSU") that has satisfied its performance conditions and will vest in connection with the completion of the merger pursuant to the terms of the applicable award agreement will be cancelled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (x) the total number of shares of Tribune common stock subject to such vested Supplemental PSU, by (y) the Equity Award Merger Consideration. As of June 23, 2017, the outstanding stock price hurdles under the Supplemental PSUs were $40.73, $42.73, $44.73, $46.73, $48.73, $50.73, $52.73, $54.73 and $56.73. (Two hurdles that are not listed here were already achieved and the corresponding Supplemental PSUs vested.)

      Each Supplemental PSU that is outstanding immediately prior to the effective time, and which does not vest pursuant to its terms in connection with the completion of the merger, will be cancelled for no consideration or payment to its holder.

    Tribune Deferred Stock Units.  Certain nonemployee directors of Tribune hold deferred share units representing Tribune common stock (each, a "DSU"), which they received in compensation for their service on Tribune's board. Upon completion of the merger, each outstanding DSU will be cancelled converted into the right to receive an amount in cash equal to the product obtained by multiplying (x) the total number of shares subject to the DSU, by (y) the Equity Award Merger Consideration.

        Each Tribune director holds 3,690 unvested RSUs as of the date of this proxy except for Mr. Kern, who holds 4,834 unvested RSUs as of the date of this proxy. All RSUs granted in respect of Mr. Karsh's services as a director are held by OCM FIE LLC, an Oaktree affiliated entity, and this figure does not reflect any equity holdings of OCM FIE LLC other than equity awards granted in respect of Mr. Karsh's services.

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        The following table shows the aggregate outstanding equity award holdings of Tribune's executive officers (other than Mr. Kern, whose holdings are described above) as of the date of this proxy statement.

 
  Tribune
Stock
Options(1)
  Tribune
PSUs(2)
  Tribune
Supplemental
PSUs(2)
  Tribune
RSUs(3)
  Tribune
Supplemental
RSUs(3)
 

Tribune Executive Officer Group

    460,488     159,244     175,432