Friday, August 30, 2013

Friday's Radio & Media News - August 30, 2013


Official: Cumulus Buying Dial Global, Selling Stations to Townsquare; Peak Stations Sold to Townsquare, Fresno Stations Spun to Cumulus

And now the official news comes that Cumulus Media is acquiring Dial Global for $260 million, and merging it into Cumulus Media under the combined Westwood One name, and is selling off stations to Townsquare Media. Of the $260 million, about $45 million is in equity and $215 million is for the retirement of DG debt. Townsquare Media meanwhile announces that it is acquiring not only stations from Cumulus, but also stations from Peak Broadcasting. To finance the Dial Global acquisition, Cumulus is selling 53 radio stations in 12 small markets to Peak Broadcasting Townsquare Media for $238 million. Cumulus also is swapping 15 other small-market radio stations with Townsquare in exchange for five stations in Fresno, California. When the multi-part deals are done, Cumulus would have about 440 stations, as well as a much larger radio syndication division that would better rival Clear Channel's Premiere Networks.

Townsquare Media announces today that it "has executed definitive documentation related to three transactions with Cumulus Media Holdings and Peak II Holding which, upon consummation, will result in Townsquare acquiring assets including 71 radio stations in 15 markets." Pro forma for the Transactions, Townsquare will own 312 radio stations in 66 markets and have operations in 25 states, making it the third largest owner of radio stations in the United States and the largest, best-capitalized owner and operator of radio stations solely focused on small and mid-sized markets.

In connection with the transactions, Townsquare is acquiring assets including 53 radio stations (three of which will be assigned to a divestiture trust) in 12 markets (Battle Creek, MI; Cedar Rapids, IA; Danbury, CT; Faribault-Owatonna, MN; Kalamazoo, MI; Lansing, MI; Portland, ME; Portsmouth-Dover-Rochester, NH; Quad Cities, IA-IL; Rochester, MN; Rockford, IL; and Waterloo, IA) from Cumulus for cash. Townsquare is also acquiring Peak, which owns assets including 11 radio stations in 2 markets (Boise, ID and Fresno, CA) for cash and equity units of Townsquare. And Townsquare will exchange certain assets including 5 radio stations, in Fresno it is acquiring from Peak, for Cumulus assets including 15 radio stations in two markets (Dubuque, IA and Poughkeepsie, NY) and a de minimis cash settle-up payment in favor of Townsquare, according to their announcement. In total, Townsquare will be acquiring 68 stations from Cumulus, three of which will be assigned to a divestiture trust, and eleven Peak stations, five of which will be exchanged to Cumulus, resulting in a net increase of 71 stations. Townsquare expects to finance the transactions with a mix of secured and unsecured debt financing, Townsquare equity units and cash on hand. Townsquare has received debt financing commitments from its various financing partners in connection with the transactions and will complete its financing in compliance with the covenant package of Townsquare Radio LLC's existing Senior Unsecured Notes indenture.

"These transactions represent the continued evolution of Townsquare Media into one of the nation's largest local media companies and allow us to reach a scale which opens the door to new strategic opportunities," commented Townsquare Chairman and CEO Steven Price. "The assets we are adding to our portfolio are market leading brands with strong competitive positions in their respective small and mid-sized markets. We are excited by the opportunity to deploy our differentiated local-media strategy across a broader footprint in order to better serve our communities and our advertising clients." The transactions are expected to close in the fourth quarter of 2013, pending regulatory approval. McDermott, Will & Emery, Kirkland & Ellis and Drinker Biddle & Reath served respectively as transaction, financing and FCC counsel to Townsquare in connection with the Transactions.

The full Townsquare news release is available here from www.townsquaremedia.com.

Back at Cumulus, the larger overall deal that includes the acquisition of Dial Global could take longer with more intense regulatory scrutiny. However, Cumulus CEO Lew Dickey seems certain the deal will go through. "These transactions give us the necessary scale to provide the marketing and enterprise solutions our advertising and affiliate partners require," says Dickey. "Our goal is to be the leading producer of premium audio content distributed through multiple platforms while continuing to build our broadcast platform in the top 100 U.S. markets." Jones Day is acting as legal counsel to Cumulus and Macquarie Capital is acting as financial advisor to Cumulus.



The Official Cumulus Announcement: 'Cumulus to Acquire Dial Global'
'Creates a Leading Independent Full-Service Radio Network'

Cumulus

MHBC has obtained the official news release from Cumulus Media on its acquisition of Dial Global (offered as a pdf document). We are publishing it here verbatim, in plain text.

Cumulus Media Inc. (NASDAQ: CMLS) ("Cumulus" or the "Company") announces a series of strategic transactions that solidifies the Company’s position as a leading producer of high quality content and continues to reshape its footprint focused on the top 100 markets.

The transactions announced today include:
• Acquisition of Dial Global, Inc. for $260 million in cash (consisting of approximately $45 million attributable to equity and the retirement of $215 million of debt)
• Sale of 53 radio stations in 12 small & mid-sized markets to Townsquare Media for $238 million in cash (inclusive of the acquisition of net working capital)
• Swap with Townsquare Media of 15 radio stations in two small & mid-sized markets in exchange for the receipt of five stations in Fresno, CA (market #68)

"These transactions give us the necessary scale to provide the marketing and enterprise solutions our advertising and affiliate partners require," said Lew Dickey, CEO of Cumulus. "Our goal is to be the leading producer of premium audio content distributed through multiple platforms while continuing to build our broadcast platform in the top 100 U.S. markets."

The acquisition of Dial Global will add sports, news, talk, music and programming services content – enabling Cumulus to provide a wider variety of options to approximately 10,000 U.S. radio stations, other media platforms and international platforms. New content acquired through the Dial Global acquisition will include NFL, NCAA, NASCAR, Olympics, AP Radio News, NBC News and other popular programming.

Cumulus expects the transaction to be deleveraging based upon identified cost synergies of approximately $40 million, with additional upside from revenue growth potential through the creation of new content vehicles for broadcast radio advertisers. Additionally, Cumulus believes the opportunity exists to distribute premium, curated audio content across emerging new media platforms. Further, Cumulus intends to service broadcasters’ demands for premium content and enterprise solutions in Europe, the Americas and Australia.

The transactions are expected to close simultaneously following regulatory approval in the fourth quarter of 2013.

Jones Day is acting as legal counsel to Cumulus and Macquarie Capital is acting as financial advisor to Cumulus. Kirkland & Ellis LLP is acting as legal counsel to Dial Global.

Investor Call - Cumulus will host a teleconference on September 3, 2013 at 11:00 AM, Eastern Time, to discuss the pending transaction. The conference call dial-in number for domestic callers is 877-830-7699, and international callers should dial 660-422-3366 for call access. Please call five to ten minutes in advance to ensure that you are connected prior to the presentation. The call also may be accessed via webcast at www.cumulus.com.
A copy of the slide presentation that will be used in the conference call will be filed with the SEC on a Form 8-K prior to the call.
Following completion of the call, a replay can be accessed until 12:00 AM Eastern Time, September 30, 2013. Domestic callers can access the replay by dialing 855-859-2056, replay code #47029426. International callers should dial 404-537-3406 for conference replay access.

The original Cumulus news release from their website (pdf) may be found here. Cumulus is also offering an "Investor Presentation: Cumulus To Acquire Dial Global" here.



Entercom's New Seattle 'Hot 103.7' Replaces 'The Mountain'

Hot 103.7

Entercom flips Triple-A "The Mountain" KMTT-FM, Seattle to rhythmic Hot AC as "Hot 103.7" with the slogan "The Rhythm of Seattle." Entercom Seattle tells us, "At 3pm Pacific time today [Aug. 30], Entercom launched a new Hot AC radio format in the Seattle market. The New Hot 103.7 - The Rhythm of Seattle, replaces The Mountain in Entercom’s Seattle lineup. The New Hot 103.7 will be a unique, clearly defined station targeting modern Seattle women. It will play today’s hits with throwbacks from well-known artists from the 2000s and 1990s." Says Entercom Seattle VP and Market Manager Jack Hutchison, “Our new Hot AC, with its rhythmic format, will be everything our competitors are not, giving Seattle women a new radio choice. These are exciting times for Entercom Seattle and for our advertisers. The New Hot 103.7 will provide a unique way to reach Seattle’s modern women, targeting those who have moved beyond the 18-year-old mindset and grown out of the younger CHR sound as well as the sleepy format of older AC stations.” VP of Programming and Operations Dave Richards announces that "current KKWF PD, former longtime Program Director of 106.1 Kiss FM and former Vice President for CHR for CBS Radio nationwide, Mike Preston, will lead The New Hot 103.7." Says Richards, “It’s a logical choice. Mike is a brilliant programmer and knows this music and Seattle better than anyone." Newly installed Program Director Mike Preston adds, “We are building The New Hot 103.7 to compete and win. We will launch with 10,000 songs in a row to build our brand and grow our audience, and we will back up our launch with an aggressive media campaign starting in September.” In response to "The Mountain" leaving the FM dial, Hutchison adds, “Unfortunately, over time things change and tough decisions have to be made. Unlike most radio stations that simply go away and never come back, The Mountain will live on. We are redoubling our efforts to ensure this unique brand of music is there for our passionate fans. We will continue to dedicate an HD2 Radio channel to the original Mountain, and will continue live streaming on our website as well as delivering content to two different mobile apps.”



Nielsen Extends FTC Review Period for Arbitron Acquisition

Nielsen-Arbitron

Nielsen is officially giving the FTC more time to review its $1.26 billion deal to acquire Arbitron, indicating that a deal between Nielsen and the FTC may be close to obtain clearance from the FTC. In a brief Friday afternoon news release, Nielsen says it has agreed to extend the period for regulatory review of Nielsen's Arbitron acquisition into September. The release says, "The regulatory process continues to progress and Nielsen continues to be confident in the ultimate outcome."



Cumulus Reacquiring Green Bay Cluster from Clear Channel

WDUZ-AM-FM

Clear Channel is selling back five stations in the Green Bay market to Cumulus, based on a 2009 "put agreement" that included an LMA back to Cumulus, at a "put" price of $17,636,643. In 2009, Cumulus Media swapped the five Green Bay stations to Clear Channel in exchange for a pair of stations in Cincinnati. While Cumulus continued to operate the Green Bay stations via the LMA, Clear Channel had the agreement in the contract allowing them to require Cumulus to repurchase the stations between July 1 and September 1, 2013. Clear Channel has exercised the clause and will be selling the stations back to Cumulus. The five stations are Hot AC "Star 98" WQLH-FM, "Classic Hits 103.1" WOGB-FM, Country "Nash FM 104.9" WPCK-FM, and the Sports Talk simulcast of "The Fan" WDUZ-AM and WDUZ-FM.



New York's WFAN-AM-FM Keeps New Jersey Devils Hockey

WFAN-AM-FM

The New Jersey Devils and "Sports Radio 66 AM and 101.9 FM" WFAN-AM-FM, New York, jointly announce the extension of their partnership, in a multi-year deal under which the CBS Radio Sports Talk station will continue to broadcast the team's regular and post-season games. The announcement was made by Devils President/General Manager Lou Lamoriello and CBS Radio New York SVP and Market Manager, Don Bouloukos. WFAN will also again broadcast 15 minute pre-game and post-game shows for every game. "The New Jersey Devils are proud to continue our long-standing relationship with WFAN," says Lamoriello. "Their commitment to sports programming on a 24-hour/year-round basis will provide us with the best possible radio exposure to reach our fans." Says Bouloukos, "We are looking forward to another exciting year of Devils hockey, and appreciate working with such a first-class organization both on and off the ice. This announcement ensures audiences will hear the same captivating game coverage they've come to expect from WFAN." The 2013-14 season will mark the ninth straight year WFAN will serve as the Devils' radio broadcast home. Matt Loughlin will enter his eighth season as the team's play-by-play announcer, while Sherry Ross is in her seventh straight year as color commentator, after re-joining the organization in 2007-08.



NBA Trail Blazers Move to Portland's 'Fox Sports Radio 620'

KPOJ-AM

The NBA's Portland Trail Blazers radio home is moving from Clear Channel Talk KEX-AM to sister "Fox Sports Radio 620" KPOJ-AM for the 2013-14 season. This is the third time the Trail Blazers are changing stations in the past three years, but this time they stay with the same radio company. Prior to the 2012-13 season, the team was on Alpha Broadcasting's "750 The Game" KXTG-AM. Brian Wheeler and Antonio Harvey will call the action on KPOJ-AM beginning with the preseason game against the Los Angeles Clippers, October 7. The team's weekly "Trail Blazers Courtside" -- hosted by Wheeler, Harvey, and TV voices Mike Barrett and Mike Rice -- will also air on "Fox Sports Radio 620". Says Trail Blazers President and CEO Chris McGowan, "We are excited about the opportunity to broadcast our games on a station the offers an all-sports format. This transition also allows us to avoid any preemption throughout the course of the season." Clear Channel Portland Market President Robert Dove tells us, "We're thrilled to continue our partnership and build 'Blazer Mania' in Portland. For all things Trail Blazers you only need Fox Sports Radio 620."



FCC Acting Chair Clyburn Announces Key Staff Appointments

FCC

FCC Acting Chairwoman Mignon Clyburn announces senior staff appointments -- naming Mark Stephens as Acting Managing Director and Dr. David Bray as the Commission's Chief Information Officer (CIO). As Acting Managing Director, Stephens will manage the Commission's budget and financial programs, human resources, contracts, purchasing, communications, computer services, physical space, security and distribution of official FCC documents. In his role as CIO, Dr. Bray will implement a tech-forward strategy to equip workers with effective technology, cut costs, and shift the Commission's IT trajectory towards more sustainable and secure cloud-based solutions. Stephens and Dr. Bray, along with other senior managers, will work in the Office of the Managing Director (OMD) to coordinate the administration and management of the Commission. Clyburn also announces David Valdez as Special Counsel to her office. In that role, Valdez will oversee issues relating to regulatory reforms to facilitate innovation in government and assist in managing the FCC's various Advisory Committees. Says Clyburn, "I am pleased that the FCC continues to internally promote and recruit talented individuals to continue help manage the agency to the highest standards and to drive the agency's mission forward. I congratulate Mark on his appointment to Acting Managing Director and thank him for his dedicated service to date. He has been an outstanding CFO in the Office of Managing Director and the Commission will continue to benefit from his deep experience and expertise. I would also like to welcome David A. Bray and David Valdez to the Commission where their strong leadership qualities and wide-ranging and valuable experience from the public and private sectors will be invaluable to the FCC's management and important policy work going forward."



Sirius XM Shareholders Sue New Owner Liberty Media

LibertyMedia

A group of SiriusXM shareholders is suing, claiming they were shortchanged when the satellite radio company was taken over by Liberty Media. An attorney for the disgruntled shareholders argued in court this week that Liberty Media head John Malone acquired control over the satcaster via an unfair agreement. Attorney Mark Lebovitch made the shareholders' case in a Delaware courtroom this week, claiming Malone unfairly used an investment agreement to take control of SiriusXM, without paying a premium or allowing investors a vote in the matter, according to Bloomberg. "Malone wanted to enjoy all the economic benefits of being a controlling shareholder without having any of the responsibilities," Lebovitch told Delaware Chancery Court Judge Leo Strine at a hearing in Wilmington. Bloomberg says that Strine will rule at a later date on whether the investors’ case should go forward. Lawyers representing Liberty executives and former SiriusXM directors say that the shareholders' claims should not be considered, because they revolve around a 2009 agreement where Sirius' directors traded away defenses against the takeover in exchange for a cash infusion from Liberty Media. "The time to assert these claims has come and gone," said Liberty's attorney Donald Wolfe. Bloomberg says that regardless of the outcome of the suit, it calculates that Liberty Media has already made "billions of dollars" on its investment, because SiriusXM stock has increased more than 22-fold since February 2009 when the Malone/Liberty loan agreement was first announced.



Behind the Microphone: The Ins and Outs of Radio

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The "Jack FM" format launches on a two-station North Carolina simulcast -- in Greenville-New Bern, and Jacksonville-Wilmington. The two new "Jack" stations are (92.3) WQSL-FM and (101.1) WQZL-FM. They are using the Dial Global STORQ platform ... Hot AC "Mix 96" KRAV-FM, Tulsa, morning co-host Dave Weston exits to concentrate fulltime on his voiceover biz ... Greg Tillotson is in as the new Operations Manager of Mapleton's seven-station Spokane Washington cluster. Tillotson most recently was Brand Manager for Townsquare Classic Hits "K-Bear" KKBR-FM, Billings, Montana, until it flipped to CHR/Top 40 as "Pop Crush 97.1" ... BCA Sports Talk "The Mighty 1090" XEPRS-AM, San Diego, morning co-host J.D. Hayworth has exited the station. Hayworth is the former Congressman and Clear Channel Talk KFYI-AM/Phoenix host. He joined up with Lee "Hacksaw" Hamilton in San Diego earlier this year on the morning show.



MHBC

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