Mike Snider

USA TODAY

Sinclair Broadcast Group, the largest U.S. broadcaster, will acquire Tribune Media Co., in a deal worth nearly $4 billion that will put the combined company's stations in nearly three quarters of Americans' homes.

Headquartered in Baltimore, Md., Sinclair currently owns 173 stations and reaches more than 38% of the nation. The deal will widely expand Sinclair's broadcast reach. Tribune Media has 42 stations including WGN and stations in L.A., New York, Chicago and Philadelphia, and reaches more than 43% of the nation.

The result of the deal, Sinclair's largest, is "a broadcaster with as close to a national footprint as you can get," Tuna Amobi, equity analyst for CFRA Research, who maintained a Buy on Sinclair stock and a target of $44 per share. "It is going to be a very transformative acquisition."

The company said Monday it will pay about $43.50 for each Tribune share, or about $3.9 billion, and will assume about $2.7 billion in Tribune net debt.

Sinclair apparently won out over another reported suitor: media giant 21st Century Fox, which The Financial Times reported last week was also in talks with private equity firm Blackstone in a joint bid to acquire Tribune Media.

The combined company will cover 72% of U.S. homes across 108 markets including 39 of the top 50, Sinclair says. "This combination creates the largest TV broadcasting company in the country," Sinclair CEO Chris Ripley said Monday during a conference call discussing the deal.

The deal wouldn't have been feasible until last month's decision by the Federal Communications Commission to ease limits on TV-station ownership. Currently, a media company can own multiple TV stations as long as its market share doesn't exceed 39% nationwide.

The FCC's reversal of a rule about how market reach of UHF, or ultra-high-frequency, channels is calculated could keep the market share of a combined Sinclair and Tribune Media low enough that a deal is workable with some divestitures, according to Bloomberg Intelligence.

Stations acquired in the transaction are complementary to Sinclair's current reach, Ripley said, with overlap in 14 markets. "We don’t think we need to sell any of them," Ripley said. "When you take a look at all the overlaps they really have no impact on overall competition and we hope that the regulators will agree with us."

However, when asked to narrow down markets where stations might need to be sold, Ripley mentioned St. Louis, Salt Lake City and Wilkes Barre, Penn. In Salt Lake City, for instance, Sinclair owns KUTV, a CBS station, and KMYU, a MyTV station, while Tribune owns KSTU, a Fox station.

Ripley also said there might be a potential to swap some stations with other broadcasters to complete the deal, which Sinclair expects to close by year's end.

Consumer advocates decried the merger and the FCC rules that could allow it. With more stations, Sinclair can demand larger payments to pay-TV operators wanting to retransmit their programming, said John Bergmayer, senior counsel at public interest group Public Knowledge, in a statement. "Consumers ultimately foot the bill."

Sinclair has gotten some attention for producing conservative programming that is distributed to its TV stations. During the run-up to the presidential election, the Trump campaign made a deal with Sinclair to provide better media coverage for better access to Trump, news outlet Politico reported, quoting a speech by Trump son-in-law Jared Kushner. Sinclair told the news outlet the offer was also extended to candidate Hillary Clinton.

Last month, Sinclair hired Boris Epshteyn, a special assistant to President Trump, as chief political analyst.

“Despite Sinclair’s ties to the Trump administration, we hope that the Department of Justice and FCC will closely examine this deal and reject it and any other merger that leads to higher prices for consumers or harms the public interest," Bergmayer said.

Tribune stockholders will get $35.00 in cash and 0.23 shares of Sinclair Class A common stock for each share of Tribune Class A common stock and Class B common stock owned. The $43.50 total per share represents a premium of about 26% over Tribune'sclosing share price on February 28, the day before media reports of a possible deal.

Tribune (TRCO) shares closed Monday up more than 5% to $42.37.

Sinclair (SBGI) shares closed Monday down 0.8% ito $36.12.

Follow USA TODAY reporter Mike Snider on Twitter: @MikeSnider.