Clear Channel Agrees to Sell Television Station Group to Providence Equity Partners
Clear Channel Communications, Inc. (NYSE:CCU) announced today it has entered into a definitive agreement to sell its Television Group to Providence Equity Partners Inc. for approximately $1.2 billion. The sale includes 56 television stations (including 18 digital multicast stations) located in 24 markets across the United States. Also included in the sale are the stations’ associated Web sites, the Television Operations Center, and Inergize Digital Media, which manages the Television Group’s online and wireless initiatives. The transaction is expected to close in the fourth quarter of 2007, subject to regulatory approvals and other customary closing conditions.
Commenting on the transaction, Mark Mays, Chief Executive Officer of Clear Channel said, “The stations and management of Clear Channel Television have established an outstanding record of achievement, innovation and community service in broadcasting and web development. While we will miss the important role they have played in the Clear Channel family, we are excited that they will be partnered with Providence Equity to continue to pursue growth opportunities in the rapidly changing media environment.”
“This is a rare opportunity to acquire a premier collection of broadcast television stations with strong positions in many attractive markets across the United States,” said Al Dobron, a Managing Director of Providence Equity. “We are pleased to again partner with Sandy DiPasquale to create value at these local broadcasting stations and identify additional potential high-quality television opportunities.”
“These are well run, quality television stations,” said Sandy DiPasquale, a veteran broadcast executive and the President and CEO of BlueStone Television. “I look forward to continuing my partnership with Providence Equity and working with the talented CCTV employees to build on their success integrating broadcast and internet services to serve their communities.”
The Television Group currently consists of ten CW, eight FOX, seven NBC, six ABC, six CBS, four My Network TV, two NBC Weather Plus, two Telemundo, five independent stations, and six stations affiliated with Clear Channel’s Variety Television Network (VTV). A chart of the individual broadcast properties, by location and network affiliation, is attached below.
Clear Channel estimates net proceeds after-tax and after customary transaction costs will be approximately $1.1 billion for the Television Group. Information on the treatment of tax loss carry forwards relative to this sale is provided below.
UPDATE ON RADIO DIVESTITURES
Clear Channel previously announced that it was also attempting to divest 448 radio stations in 88 markets. To date the Company has entered definitive agreements to sell 161 radio stations in 34 markets for a total consideration of approximately $331 million. The Company expects these transactions to close during the second half of 2007. The Company estimates net proceeds after-tax and after customary transaction costs for these 161 stations will be approximately $300 million. Information on the treatment of tax loss carry forwards relative to these sales is provided below.
The Company continues to pursue the divestiture of 287 radio stations in 54 markets. These remaining stations that are not under definitive agreement had OIBDAN* of approximately $54 million in 2006. There can be no assurance that any or all of these stations will ultimately be divested and the Company reserves the right to terminate the sales process at any time.
TAX LOSS CARRY FORWARDS
The Company plans to utilize its capital loss carry forward to offset the related capital gain on the transactions. A portion of the gain will be considered ordinary gain, not capital gain, due to depreciation and amortization recapture, and will be taxed as ordinary income.
There can be no assurance that any of the divestures contemplated in this release will actually be consummated and therefore the Company may not receive the proceeds estimated herein. Furthermore, there can be no assurance that the Company will be able to utilize tax loss carry forwards to offset capital gains as contemplated in this release.
SALES NOT CONTINGENT UPON MERGER
All sales and contemplated future divestitures mentioned in this release are not contingent upon the completion of the separate merger proposal for Clear Channel Communications, Inc.
* OIBDAN is defined as Operating Income before Depreciation & Amortization, Non-Cash Compensation Expense and Gain on Disposition of Assets – Net. Since OIBDAN is not a measure calculated in accordance with GAAP, it should not be considered as a substitute for operating income or net income.
About Clear Channel Communications
Clear Channel Communications, Inc. (NYSE:CCU) is a global media and entertainment company specializing in “gone from home” entertainment and information services for local communities and premiere opportunities for advertisers. Based in San Antonio, Texas, the company’s businesses include radio, television, and outdoor displays. More information is available at www.clearchannel.com.
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