Market Overview

TEGNA to Acquire the Leading Television Stations WTOL in Toledo, OH, and KWES in Odessa-Midland, TX


TEGNA Inc. (NYSE:TGNA) today announced the company has entered into a
definitive agreement with Gray Television, Inc. to acquire the leading
local stations WTOL, the CBS affiliate in Toledo, OH, and KWES, the NBC
affiliate in Odessa-Midland, TX, for $105 million in cash.

In June, Gray and Raycom Media, Inc. jointly announced they entered into
an agreement to combine their companies. As part of that agreement, Gray
announced they would be divesting WTOL and KWES from their portfolio.
TEGNA's agreement to acquire WTOL and KWES is contingent on the close of
the Gray-Raycom merger, expected to take place in the fourth quarter of
2018. It is also subject to customary regulatory approvals and closing

The transaction, structured as an asset purchase, represents a
compelling purchase price multiple of 5.0 times expected average
2017/2018 EBITDA, including run rate synergies and net present value tax
savings in the high-teen millions (or 5.9 times, prior to tax savings).
TEGNA expects the transaction to be accretive to EPS in less than a year
after close and immediately accretive to free cash flow. TEGNA will
finance the transaction through the use of available cash and borrowing
under its existing credit facility. The transaction will have no
material impact on TEGNA's leverage.

"WTOL and KWES are strong, leading local media brands, with deep roots
in their community. They are an excellent strategic and financial fit
with our portfolio," said Dave Lougee, president and CEO, TEGNA. "As
we've seen with the results of our recent acquisition of KFMB in San
Diego, TEGNA has a proven track record of acquiring highly attractive
assets that create value for shareholders. We continue to invest in
growth and remain well positioned to capitalize on consolidation
opportunities that are both strategic and financially prudent."

News leader WTOL reaches nearly 380,000 TV households throughout
Northwest Ohio and Southeast Michigan, two key battleground political
states. The station will join TEGNA's WKYC, the NBC affiliate in
Cleveland, in serving Ohio audiences and advertisers.

The acquisition of KWES, which covers West Texas, will further deepen
TEGNA's presence in the high-growth state of Texas. With the addition of
KWES, TEGNA will own 12 stations in Texas, covering 87 percent of the

TEGNA is the largest independent NBC affiliate group and the second
largest CBS affiliate group. TEGNA currently owns 47 stations in 39
markets, covering one-third of U.S. television households, and is the
largest owner of top 4 affiliates in the top 25 markets.

TEGNA's nationwide scale and resources will bring content, operational
and sales synergies, driven by mechanical revenue and cost efficiencies,
to WTOL and KWES. Under TEGNA ownership, the stations will be able to
better serve customers and advertisers through innovative content and
market-leading advertising solutions across platforms.


TEGNA Inc. (NYSE:TGNA) is an innovative media company that serves the
greater good of our communities. With 47 television stations and two
radio stations in 39 markets, TEGNA delivers relevant content and
information to consumers across platforms. It is the largest owner of
top 4 affiliates in the top 25 markets, reaching approximately one-third
of all television households nationwide. Each month, TEGNA reaches 50
million adults on-air and approximately 30 million across its digital
platforms. TEGNA has been consistently honored with the industry's top
awards, including Edward R. Murrow, George Polk, Alfred I. DuPont and
Emmy Awards. TEGNA delivers results for advertisers through unparalleled
and innovative solutions including OTT local advertising network Premion,
centralized marketing resource Hatch, and G/O
, a one-stop shop for local businesses to connect with
consumers through digital marketing. Across platforms, TEGNA tells
empowering stories, conducts impactful investigations and delivers
innovative marketing solutions. For more information, visit

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