Tribune Co. (TRBAA) agreed to buy Local TV Holdings LLC’s 19 television stations for $2.73 billion in cash, the biggest U.S. broadcasting deal in six years, to get better negotiating leverage with advertisers and cable companies.
The acquisition of Local TV, principally owned by Oak Hill Capital Partners, will almost double the number of Tribune’s stations to 42, according to a statement today. The Local TV assets include 16 markets, with top-rated stations in Denver, Cleveland and St. Louis, the companies said.
The deal, which reduces Tribune’s reliance on newspapers, offers a wider audience to advertisers and gives the company an edge in talks with cable and satellite carriers, who pay to distribute local channels on their networks. Including Gannett Co.’s agreement to buy Belo Corp. for $1.5 billion, the industry saw $3.2 billion in deals last quarter, the biggest for takeovers since 2007.
“Television is hot,” said Ed Atorino, an analyst at Benchmark Co. in New York. “Right now these companies want to get bigger.”
Tribune’s acquisition is the largest takeover of a broadcast-TV company since a group led by Haim Saban acquired Spanish-language broadcaster Univision Communications Inc. for $12.3 billion in 2007, according to data compiled by Bloomberg.
Oak Hill Capital Partners, backed by Texas financier Robert M. Bass, will reap more than a 240 percent gain on the sale, a person familiar with the matter said. Oak Hill acquired the stations from New York Times Co. in 2007 and News Corp. in 2008, investing $493 million of equity, said the person, who asked not to be identified because the details are private.
Tribune -- whose largest investors after emerging from bankruptcy in December include Oaktree Capital Management LP, JPMorgan and Angelo, Gordon & Co. -- anticipates the Local TV Holdings purchase will generate more than $100 million in annual savings within five years after closing the deal. Tribune rose 5.4 percent to $60 at the close in New York.
The Tribune transaction also further focuses the publisher of the Los Angeles Times and Chicago Tribune on its television assets. Tribune, which named TV industry veteran Peter Liguori as chief executive officer in January, said in February it hired JPMorgan Chase & Co. and Evercore Partners Inc. as financial advisers after receiving unsolicited interest in its newspapers.
Liguori said selling the newspapers isn’t certain.
“Being new to the newspaper business and keeping an arms-length, rookie perspective, I do believe there are ways to manage the business differently,” he said in an interview today.
He explained there could be ways to change how the company manages content, as well as distribution.
“It’s the difference between running eight different businesses versus one business with eight different locations -- if you try to use that optic, what changes would you make?” he said.
Gannett, the publisher of USA Today, is also using its Belo transaction to reduce its exposure to newspapers, which are suffering from declining advertising as readers move online.
A month ago, Sinclair Broadcast Group Inc. (SBGI), based in Hunt Valley, Maryland, agreed to buy four outlets from Titan Broadcast Management for $115.4 million a month ago. That accord was followed on June 6 by the $860 million merger of Media General Inc. (MEG), backed by Warren Buffett and Mario Gabelli, with New Young Broadcasting Holding Co.
More TV deals are likely. Sinclair Chief Financial Officer David Amy said last month the company has “significant potential” for further acquisitions.
Lin TV Corp., owner of 43 stations, and Gray Television Inc., with 41, have both more than doubled in New York trading this year as investors anticipated the wave of mergers would continue.
“There’s going to be a lot more to come,” said David Bank, an analyst at RBC Capital Markets in New York. “The larger companies will continue to buy, and the medium-size companies will consolidate to get more critical mass to be more attractive to sell themselves.”
Tribune has received committed financing of as much as $4.1 billion from JPMorgan, Bank of America Corp., Citigroup Inc., Deutsche Bank AG and Credit Suisse Group AG. It includes a new $300 million revolving credit facility and the capacity to allow Tribune to refinance its existing debt, according to the statement. Tribune said it will fund the transaction through a combination of debt and cash.
Guggenheim Securities LLC advised Tribune on the deal, while Moelis & Co., Wells Fargo & Co. and Deutsche Bank counseled Local TV. Debevoise & Plimpton LLP and Covington & Burling were Tribune’s legal advisers, while Local TV used Dow Lohnes PLLC.
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