Good day, ladies and gentlemen, and welcome to the Sinclair Broadcast Group Business Update.
At this time, it is
my pleasure to turn the floor over to your host for today, Ms. Lucy Rudesshauser, Senior Vice President and Chief Financial Officer. Ma'am, the floor is yours.
Thank you, operator, and welcome to the Sinclair Regional Sports Network acquisition call. On the call today are Chris Ripley, President and CEO Barry Faber, President of Distribution and Network Relations David Giber, Senior Vice President and General Counsel and Scott Shapiro, Vice President of Corporate Development. As a reminder, certain matters discussed on this call may include forward looking statements regarding, among other things, future operating results, performance or achievements. Such statements are subject to a number of risks and uncertainties. Actual results in the future could differ from those described in the forward looking statements as a result of various important factors.
Such factors have been set forth in the press release issued Friday as well as the company's most recent reports on plans 10 Q, 10 ks and 8 ks as filed with the SEC. Included on the call will be a discussion of non GAAP financial measures, specifically EBITDA, free cash flow and leverage. These metrics are not meant to replace GAAP measurements, but are provided as supplemental detail to assist the public in their analysis and valuation of our company. This call is being recorded and will be available on our website, www.sbgi.netunderinvestorinformationwebcast. The slides can be accessed at www.sbgi.netunderinvestorinformationinvestorpresentations.
Now Chris Berkley will now walk you through the transaction and slides.
Thank you, Lucy. This is a historic and very exciting day for all of us at Sinclair. Last Friday, we announced that we entered into a definitive agreement to purchase 21 regional sports networks from the Walt Disney Company that had formerly been owned by Fox for a total enterprise value of 10,600,000,000 dollars If you can please turn to the slide deck to follow along with me as I walk you through the terms and why we're thrilled about the RSN industry opportunities. Starting on Slide 2, this is a transformative transaction that results in Sinclair's total revenue for 20 seventeen-twenty 18 more than doubling from $2,800,000,000 to approximately $6,700,000,000 pro form a for the RSNs on a consolidated basis. The pro form a EBITDA uplift is even more pronounced at $2,600,000,000 almost tripling declares approximately $900,000,000 of standalone EBITDA and this is excluding any potential cost synergies which we'll get into in a moment.
Already one of the largest and most awarded local news leaders in the country, this transaction allows us to expand our focus into the other most desirable live programming genre, sports. Sinclair is no stranger to the sports business. Our portfolio of sports assets include Stadium, a 20 fourseven multi platform sports network with live games and highlights Tennis Channel, a cable network dedicated to all things tennis and tennis lifestyle. In the 3 years since we purchased Tennis Channel, we just about doubled their viewing homes and are prepping for an international direct to consumer offering. Our high school sports division focuses on live high school sports, which in some markets outperform prime time network ratings.
STIRR, our free multi channel streaming offering that includes local news and sports and our first RSN, Markey Sports Network, a joint venture with the iconic Chicago Cubs, which will go live in the Q1 of 2020. With this combination, we will either have local news or premium live sports content in 19 of the top 25 markets. We see the RSN as a complementary business whose viewership outperforms other genres due to the loyal and deeply passionate fan bases. We see a business with strong EBITDA margins and free cash flow conversion rates with long term exclusive sports media rights deals with the local teams. We also see tremendous opportunity for the RSNs in the continued adoption of digital streaming as well as the nascent but fast growing legalized sports betting space.
There are also opportunities for increased advertising, cross promotion collaboration, enhanced non game programming and remote production, all with a business that smoothly fits into Sinclair's operations due to the complementary skill sets, processes and systems between RSNs and broadcast TV stations. Moving to Slide 3. Despite the attractiveness of these assets, Disney was forced to sell the RSNs due to the Department of Justice consent decree, which created an option environment where we could pay an attractive and highly accretive multiple. At a $10,600,000,000 enterprise value, we are acquiring these assets at a 6.5x multiple, which is significantly lower than the pure play comps trade today at approximately 7.75 times. The transaction will be treated as an asset sale and we expect to take full benefit of a step up in basis equivalent to $2,400,000,000 gross value over the next 15 years or $1,500,000,000 of net present value today.
Our transaction multiple including the effect of the step up is 5.5x, which again compared to the comps is extremely attractive. These multiples are before any impact of cost synergies, which we estimate at approximately $100,000,000 over the long term. We will be acquiring the RSN via newly formed wholly owned entity that is separate from our existing broadcast business. Sinclair will be capitalizing the entity with $1,400,000,000 in cash equity, dollars 1,000,000,000 in preferred financing at Diamond Sports Holding, an indirect parent of Diamond Sports Group, and will include our interest in Marquis. Pro form a for calendar year 2018 using SBGI's average 'seventeen, 'eighteen financials on a consolidated basis including the RSN silo, net leverage for Sinclair was 4.7 times before any preferred equity and 5.1 times after preferred equity.
The RSN silo will be initially levered at 4.8 times on a net basis before any equity preferred equity and 5.4 times after preferred equity on a calendar year 2018 leverageable EBITDA. Lastly, on this page, this transaction provides significant free cash flow accretion. The RSM business is not capital intensive. In fact, capital expenditures are only about 1% of EBITDA. On a consolidated basis, our previous free cash flow per share guidance will approximately double for both 'eighteen, 'nineteen and 'nineteen, 'twenty.
Moving to Slide 4. To go into more specific details on the terms, the total enterprise value in this all cash transaction was $10,600,000,000 The purchase price adjusted for minority interest $9,600,000,000 and we are creating this fully settled entity to acquire the Fox RSNs, which will facilitate potential future RSN equity partnerships. The entity will have $1,400,000,000 of cash contributed to it, which comes from about $500,000,000 of cash from Sinclair's balance sheet and sorry, dollars 700,000,000 of cash from Sinclair's balance sheet and $700,000,000 in a new committed term loan on FTGI. The JV interest in Marquee Sports will be contributed and the consolidated night mill average will be 4.7 times through the debt and 5.1 times through the preferred. The RSN silo will comprise the Fox RSN and Marquis Sports Network assets.
It will have $8,200,000,000 of new debt, about $800,000,000 of cash on its balance sheet and a $1,000,000,000 private place preferred equity. It will also include $1,500,000,000 of net present value of the tax step up, which has a $2,400,000,000 gross value and its net leverage will be 4.8 times through the debt and 5.4 times through the preferred. The contracts for Sports Media rights have an average weighted life of 11 years. On approval and timing, this will require DOJ approval, but we do expect that to go fairly quickly given this is a derivative transaction off the Disney Fox merger. And anticipated closing is in Q3 of 2019.
The RSN silo has been pre funded to account for future team obligations and potential M and A. I also want to take this opportunity to acknowledge the broader RSN team and all the part time and full time employees that work hard to deliver great programming day in and day out. Over the course of this process, we've come to appreciate all the elements that comprise the broader RSN portfolio and recognize that one of the reasons why this asset is so special is the people around it that built it into what it is today and that are here to deliver on what it could be tomorrow as a part of the Sinclair family. We look forward to welcoming you and working with you once we close. We also look forward to continuing the great relationship this business has had with the teams, their owners, fans and the respective leagues.
Slide 5. The Fox RSN portfolio represents the largest collection of RSNs in the marketplace today and is the industry leader by number of networks, team partners and subscribers. We believe there could be opportunities for future acquisitions and the way we structured the transaction facilitates partnerships and inorganic growth opportunities. Slide 6. This is an unmatched portfolio of sports media rights with 42 teams consisting of 14 Major League Baseball teams, 16 NBA and 12 NHL teams.
The 14 RSNs include 21 brands and provide a diverse group of assets with team rights maturing at staggered dates, which materially de risks the business. And for that, we very much thank the existing management team at the RSNs for helping us there. Slide 7. Here you can see where the RSNs are located, which are geographically diverse and highly complementary to our VARTAAS portfolio. This is truly the only national RSN footprint in the market.
Moving to Slide 8. We are excited about the RSN acquisition for many reasons. Specifically, we believe the RSNs have opportunities on the digital front with direct to consumer platforms, distribution with virtual MVPDs and branded apps. Furthermore, research reflects that legalized sports betting is expected to increase engagement and viewing and therefore revenue opportunities. On the advertising front, which is only about 9% of the RSN revenue mix, we believe we have opportunities to attract much advertising through better non game programming and multi platform offerings.
Political, which historically has only been a couple of $1,000,000 we believe could be a meaningful way to grow advertising dollars given the RSN's large viewing audiences. Slide 9. The RSM have been successfully deployed on virtual MVPD platforms and those subs have grown from almost nothing in 2016 to nearly $5,000,000 in 2018 with carriage on DIRECTV NOW, Hulu, Sling, YouTube and others. Looking forward, sports viewing is being targeted by ARVR providers, social media and other digital delivery technologies. As the content owner of local rights, RSNs are well positioned to participate.
Slide 10. We realize there has been much written about cord cutting and the future of the pay TV ecosystem, but we believe such concerns have been overstated. Although industry wide traditional MVPDs have been dropping at about 4% per year, when sub gains from virtual MVPDs are included, total subs are declining by only 1%. Given that our sends are carried by all key virtual MVPD providers, we expect sub declines to be better than the traditional MVPD only trend. We believe, as we stated on the broadcast side, that there is much value in the pay TV bundle for both consumers and content providers despite the declines in traditional MVPDs and the emergence and the rise of the virtual platforms will result in stability of Pay TV subscribers over the long term.
Slide 11. Sports and news viewing viewership among the key 25 to 54 demo is growing relative to all other content as non live traditional linear entertainment is losing share due to the emergence of streaming and on demand options, whereas sports and news are typically consumed live, which plays to our strengths. Slide 12. As mentioned, local sports not only have resilient and loyal fan bases, but in some of the it is some of the most watched programming on television. For example, this slide shows the aggregate units consumed in Detroit DMA and the games on the RSN produce more aggregate viewing than the top 10 primetime entertainment shows combined, and this is not an isolated example.
In a recent Nielsen study, a plurality of yours named their local RSN as the most valued of all TV networks. This is expected to become a $5,000,000,000 industry over the next 6 years and we see upside from increased viewership, advertising and in play betting integrated directly into the media. In fact, we can look to Europe for a road map on what to expect in the U. S. With over 5,300 live events per year, we believe the RSNs will be in an optimal position to benefit from the positive impact of legalized sports betting.
Certain RSNs have already started to experiment with dual streams, with one focused on a gaming centric experience. We anticipate playing a leading role in these types of initiatives going forward. Slide 14. Pro form a, our mix of revenues from sports and news increases from almost 45% to over 75%. Sinclair is a financially strong and creditworthy company and post the RSNs, our financial profile is even better.
Our revenues more than doubled and due to the subscription nature of the RSN revenues, there is even more stability and visibility. Our pro form a EBITDA grows at 195 plus percent with margin expansion. Importantly, as mentioned earlier, but it bears repeating, the CapEx of the RSNs is less than 1% of EBITDA. Thus, given the high free cash flow conversion rates, this transaction is highly accretive and approximately doubles our free cash flow per share generation. We are maintaining our free cash flow guidance for legacy Sinclair, including the RSNs for 2018, 2019 and 2019 2020.
The free cash flow including the RSNs is expected to be about $12 per share for pro form a 'eighteen, 'nineteen and about $13 per share for 'nineteen, 'twenty. Slide 15. As I mentioned, the RSNs will be in its own legal and credit structure with its own capitalization. We have been sensitive to equity holders' desire to keep leverage reasonable and so are bringing in a privately placed preferred instrument at the Diamond Sports Holding level. On a consolidated basis, we expect to delever quickly and return SDG SBG to its target leverage of high 3, low 4s.
In addition, we believe the RSN should delever to the mid-4s. We also welcome Byron Allen as a strategic equity and content partner in the RSNs and are open to adding other strategic partners if the opportunity presents itself. Slide 16. Post the RSN transaction, we will become the leading local sports and news company in the country. As previously stated, there is a lot to like about this transaction, solidifying our position as a leader in the 2 live viewing pillars of local sports and news, diversifying our content sources and revenues, capitalizing on extensive multi platform expansion opportunities, positioning ourselves to be a prime beneficiary of a legalized sports betting megatrend, and of course, a very strong EBITDA valuation and free cash flow per share accretion.
With that, operator, I would like to open it up for questions.
Thank you. We'll move first to Aaron Watts with Deutsche Bank.
Hi, everyone. Thanks for having me on and congrats on the announcement. Chris, can you talk a little bit on average how long your agreements are with distributors? And assuming you can't give any specifics on any individual agreement, can you talk to the stability or growth trend of the economics of those deals? Sure.
So we're not going to disclose the specific expiration dates on any one MVPD. Those are confidential. But needless to say, this was a point which we did significant due diligence on in terms of where the distribution relationship sat. And they're very similar to the existing
distribution outlook for our core business
on the broadcast outlook for our core business on the broadcast side. And when we looked at the situation, we got comfortable around the strength of the product here and our relationships with the MVPDs and being able to navigate through those renewals as we do in our core business. Okay. And maybe on the other side of that coin, with your agreements with the teams,
how does the
duration of those deals line up with the agreements with the distributors? And can you talk to any maybe agreements on that side of the coin that are coming up for renewal over the near term? Well, the portfolio is excellently positioned from a team sports perspective. As I mentioned in the presentation, the weighted average exploration on this group will be 11 years and the expirations are staggered from a few years from now to all the way out to 15 years from now. So it's they've done Fox did an excellent job of positioning the portfolio to maximize renewals.
They also have significant back end rights that enable renewals to happen effectively. Okay, got it. And if I could squeeze one last one in a little bit more credit focused on this one. It seems like $1,400,000,000 of value going from STGI to Diamond as well as kind of the JV interest in Marquis. Is there any benefit at all going to STGI going forward from Diamond?
And I guess STGI's net leverage will be rising as a result of this transaction on a net basis and any new framework you can provide on deleveraging of that entity? Sure. So SPEI will manage the RSN entity and will get management fees in exchange for its management services, which will help boost the EBITDA on the STG side. Okay. Thank you.
Thanks, Eric.
We'll move next to Marci Ryvicker at Wolfe Research.
Thanks. I just want to be clear, what do you have minority investors in the Saracen silo?
Yes, we do. Between the various teams, which many of the MLB teams end up owning a minority position in their RSN and then Byron Allen, There are minority holders in this structure. And the way you can think about it overall is that Sinclair, after netting out for those minority positions owns 90 plus percent of the total economics.
Great. And then I just want to be clear, did you say or have you made the decision as to whether or not you are consolidating Marquis? And therefore, do any numbers on these slides include the EBITDA or free cash flow from Marquis? Yes. So Marci, I'll take that one.
So Marquee will be consolidated, but since it's being contributed into the RSN group, it will be consolidated on that silo. And the numbers the forward looking numbers would include Cubs of Marquis. Remember that here in 2018 or 2019 we really don't have anything, just a little bit of working capital for that. Marquee doesn't go live until Q1 of 'twenty.
But also to be clear, when we were citing the acquisition stats that did not include Marquee, but on a go forward basis, the numbers will include Marquee.
Okay. So that $13 of 19.20 dollars includes Marquee in 2020? Correct. Okay. And then last question for me.
I believe the RSNs are on all of the vMDPs at this point.
So I guess
the question is, am I correct in that assumption?
Yes, all of the ones that matter, they are on.
Okay. Thank you so much.
Thank you, Marci.
We'll go next to Dan Kurnos with The Benchmark Company.
Chris, just to be clear on this, just going back to Aaron's questions, there's no is there a way to consolidate the negotiations with the MVPDs for this to gain leverage either on the big four rate card or vice versa with the RSNs? Well, listen, certainly, on a go forward basis, it will be part of the management services provided by STG to the RSN to handle those negotiations. And just as any media company in this space does, we'll be making incentives to the distributors to take bigger packages of programming from us. Okay, great. And then just maybe can you talk a little bit more about either the digital or the DTC strategy?
I mean, you obviously touched on it in your prepared remarks, but seems relatively nascent. And obviously, you've got a lot of the large Internet guys trying to I think Amazon participated in the Yes sale, but a lot of the Internet guys trying to get some of those premium content. So just how you think that can evolve over time? It's a great question. And when we thought about this RSN transaction and we've been working on this for well over 6 months, we've done an incredible amount of due diligence here.
One of the fundamental tenants of us getting comfortable with this acquisition was that the value of these sports rights will be sustained and will in fact grow over the long term. We asked ourselves a sort of simple question that 10 years from now would the local MLB, NBA and NHL teams rights be important to people in a decade? And the answer to that was pretty easy, they will be. And we see the digital distributors, the streamers being the next frontier for distribution of these games. And we're already doing a significant amount of streaming business with the virtual MVPDs, but we look to expand our distribution to as many platforms as possible.
Great. And just one more if I could. Just on the synergies, just if you could give us or help us understand sort of the timing of kind of how that plays out. You said $100,000,000 over sort of the longer term, but just either buckets or any more granularity you can give us there would be helpful. Sure.
So we will achieve $100,000,000 of run rate synergies by year 5. And we will there won't be any in year 1, but they'll start to kick in after year 1 and ramp up after at year 5. Great. Thanks very much. Thank you.
We'll go next to David Joyce at Evercore.
Thank you. Just more on the transaction, minutia. What is Byron Allen's Entertainment Studios contributing in terms of cash, if any, and content? And how does that play into it? And then any impacts on the income statement from the, let's say, the amortization expense side of it?
Thank you.
Sure. So the exact terms of the Byron's investment are confidential. You're welcome to ask him if you want to know. He wants to tell you. But he is he will be an equity partner here as I previously mentioned amongst the other minority investors that we have, including that are the teams.
And he will be providing content. We think the content opportunities here are quite extensive. He owns The Weather Channel and he also has a very large TV production studio that will all play into opportunities to program the RSN, especially in the non game inventory. And so that's a scenario that we think there'll be a lot of opportunity between us and Allen Media. On the amortization side, there will be a significant amount of amortization because of the step up.
I think if you do the math, it's about $600,000,000 a year. And as we mentioned, that provides a significant tax shield in improving the free cash flow. All right. Thank you.
We'll go next to Zach Silver at B. Riley FBR. Okay, great. Thanks for taking
the questions. The teams, I think only a few of them have equity stakes in these RSNs. And I think that what you discussed around the Cubs
is that you like that deal because the Cubs did
have a were a financial partner with you. Going forward, do you see an opportunity to better align the financial interest with the teams through increasing maybe having them take equity stakes in some of these RSNs?
Absolutely. And we are inheriting in this portfolio several RSNs that already have minority team ownership. And we expect that to be a core tenant of renewals going forward because we do think that it aligns interest better and also variableizes the expense structure.
Got it. And then one more on distribution opportunities. I think that some of your Legacy Sinclair sports properties as well as Fox College Sports are under penetrated. And I guess if you could give us some detail about how you're thinking about maybe leveraging your attention to increase their penetration and maybe thoughts around the timing of that?
Well,
we look, regardless of what happens with this acquisition, we've been on a major growth path for tennis. As I mentioned, we've increased we've almost doubled the viewing homes at tennis. Stadium is also growing its distribution. The RSNs don't really have an impact on Stadium's growth path. It was already headed to full distribution.
And we'll have to see on college, Fox College Sports, we haven't determined what the future of that channel will bring.
Got it. Thank you very much.
We'll go next to David Farber with Credit Suisse.
Hi, guys. Good morning.
I just
wanted to ask you quickly about sort of the structure in leaving the network outside of the restricted group. What were sort of the high level thoughts there in terms of how you think about the business and moving forward? And then I had a follow-up. Thanks.
Yes. So the main reason we did that was to facilitate equity partnerships in the future. This process was very restrictive in terms of who we could talk to, who we could disclose information from, but we did receive significant inbound interest from many financial and strategic players in these assets. And I think it will be inevitable that we add future equity partners into the structure. And because of that, it made sense to keep it separate so that we could facilitate those arrangements.
Okay. That's helpful. And then to the extent, you can talk about do you envision perhaps a larger portfolio helping you with respect to negotiating contracts and I like now that the scale is, I guess, effectively up 3x or so? And that's it for me. Thanks.
We think the product is very strong or else we wouldn't have bought it. And the portfolio together we think is even better than separate.
We'll move next to David Seymore with Wells Fargo Securities.
Hi, good morning, everyone. Thanks for taking the questions. Just a few here. On the Slide 15 of the 4.8 times net leverage at the RSN Co, just wanted to confirm that, that excludes any EBITDA that would be attributable to minority partners. Is that correct?
Correct.
Okay. And then how does that differ from the $1,700,000,000 on Slide 14? Does that include all 100 percent EBITDA? And it also says there's a management fee add back. Just wanted to clarify that piece.
Yes. So, David, on your first question, the non wholly owned subs, EBITDA is excluded, but it does include any cash distributions paid by those entities into the holding company. And then the difference to the for your second question is the management fee.
The management fee paid to who exactly?
Into Sinclair Television.
Okay. Okay. Got it. And then do you anticipate paying distributions to the minority partners on an annual basis or quarterly? How does that work exactly?
Generally on a quarterly basis.
Okay. Thank you. And then, from a reporting standpoint, how would you anticipate this looking between STGI and the RSN Co? Is that going to be separately reported?
So from a credit standpoint, we will have to do separate financials for the 2 different credit stacks. So for debt holders, we will have to be doing that. And then as far as the actual segmentation for reporting purposes, That's something we're going to be going through shortly to determine how we're going to actually report, but you will have separate financials for the credit stacks.
Okay, excellent. And then last question, I think you said anticipate closing in Q3. So how soon do you anticipate being in the debt markets to raise permanent financing?
Yes. So it will be relatively quick, I would expect, here in the next, call it, next 60 days.
We'll move next to Kyle Evans with Stephens.
Hi, thanks for taking my question. On Slide 10, we're looking kind of flattish year over year sub growth for the pay TV bundle overall. Could you kind of take a look backwards at the average sub count for the RSNs and kind of comment more specifically on that?
They have they're essentially in line with the industry in the chart that you see here. There are 72,000,000 total subscribers for this portfolio. So it is near nationwide footprint. So it basically mimics the overall service.
Great. And as a follow on to that, could you comment on kind of trailing 5 year per sub per month pricing trends? Thank you.
No, we can't get into those types of details unfortunately. But I will say this about these channels and they are an incredible entertainment value for the price of less than a Starbucks cappuccino per month. 1 household gets to enjoy almost every night their local MLB, NBA and NHL team in primetime. So an incredible value for anyone.
Okay, thanks.
We'll move next to Tony Ng with Citigroup.
I have a question regarding the preferred and the L plus 8%. It seems that the expenses is a little low in terms of financing, so do you have any do you know what the terms are regarding and do you have any plans to take them out? That's my first question. And I have a follow-up.
Sure. So it actually we think is a very attractively priced piece of paper because it did not come with any equity dilution. No warrant kickers, no convertible debt weighting. So when compared to issuing equity and taking dilution, this is an incredibly inexpensive and flexible piece of paper, but it's going to get paid back at par. If we wanted to just focus our free cash flow on it, you'll get paid off inside of 2 years.
So we like that preferred. We think it offers a lot of flexibility while not while preserving our overall debt leverage. It does have the flexibility to be taken out and replaced with other partners. So it's sort of a quasi debt or sorry, equity bridge and perpetual preferred and just an incredibly flexible piece of paper that in reality is probably not going to be around for all that long in the capital structure.
Got it. Understood. And then my second question is regarding the debt rates. And do you have any specification in terms of the secured and unsecured for how long they expect the terms are? I think you mentioned 7 years for the term loan.
I was just wondering about the other 2.
Yes. So the term loan will be 7 years and the bonds will likely be 8. And we'll have to hit the markets here shortly, as Lucy said, to determine what the ultimate pricing will be, but they're backstopped with fully committed financing from the banks.
Got it. Thank you. These are all my questions.
Thank you.
We'll go next to Dan Kurnos at The Benchmark Company.
Yes. Chris, just wanted to ask one other quick follow-up since no one really touched on the ad piece since obviously distribution is kind of the compelling story here. But you did talk about in your prepared remarks the cross sell opportunities here. I don't know if there's any significant logos on one side or the other that would be easily transportable, but we all know that national has been sort of the soft part of core in general. How does this kind of change your sort of longer term outlook for either core in general or your ability to drive kind of bundled advertising?
How do you kind of go about that? Thanks. Thank you. Look, there's no doubt that the advertising side of this business is insignificant. However, these are premium programs.
So the opportunity to sell these on a bundled basis, we think, will be an enhancement overall. And we think there is tremendous opportunity to improve their advertising yield overall by focusing on the non game dayparts and by bringing multi platform offerings to the advertisers. Got it. Great. Thank you.
And there are no other questions at this time. I'd like to turn the conference back to Chris Ropey for any closing remarks.
Thank you, operator. Just in closing, we'd like to thank everyone at Sinclair who worked on this and just did an incredible job in getting this one over the finish line. And of course, we look forward to welcoming all the employees at the FOX RSN team. We couldn't be more excited about just what is an incredibly transformative deal that will forever change the complexion of Sinclair. So thank you everyone.
Thank you. Ladies and gentlemen, this will conclude today's teleconference. We thank you for your participation. You may disconnect your lines at this time and have a great day.