Tribune Co. has agreed to purchase 19 television stations owned by Local TV Holdings in a $2.73-billion deal that is expected to make Tribune the largest television station group in the country.
Tribune and Local TV Holdings said early Monday that they had entered into a definitive agreement for Tribune to acquire all of Local TV's television stations in a cash transaction. Local TV's stations are located in 16 markets, including Denver, Salt Lake City, Cleveland and Kansas City.
The deal would give Tribune 42 television stations, up from 23 stations. The company will become the largest affiliated station group for Fox Broadcasting, owned by 21st Century Fox, with 14 Fox stations. Tribune also would own 14 stations carrying programming of the CW network, a joint venture between CBS Corp. and Warner Bros.
"This is a transformational acquisition for Tribune -- it makes us the No. 1 local TV affiliate group in America, expands the distribution platform for our high-quality video content and extends the reach of our digital products to new audiences across the country," Tribune Chief Executive Peter Liguori said in a statement.
Tribune also would have five CBS affiliates, three ABC affiliates and two NBC stations. The company would own 14 stations in the nation's top 20 markets. The deal would benefit the company by increasing its footprint in such important political battleground states as Ohio, Virginia, Colorado and Pennsylvania. In past election years, stations in pivotal states have attracted a wealth of campaign spending.
Local TV, which is based in Newport, Ky., was formed five years ago with the purchase of nine stations previously owned by the New York Times Co. The firm, principally owned by private equity firm Oak Hill Capital Partners, continued adding stations to its portfolio.
The boards of both Tribune and Local TV approved the transaction, which is expected to close by the end of 2013 and will be subject to Federal Communications Commission approvals and an antitrust review.
The acquisition is the first major purchase for Chicago-based Tribune since it emerged from bankruptcy protection Dec. 31. It advances the company's mission to focus heavily on local news, which investors believe has opportunities for growth.
As reported last week, earnings at Tribune Co., parent of the Los Angeles Times, fell sharply in the first quarter. The company reported net income of $58.4 million in the three months, a 41% plunge from the $99.1 million in the year-earlier period. Revenue slid 3.3% to $705 million and pretax income declined 7.8% to $80.2 million.
Tribune is making the purchase through a combination of debt financing and cash on hand. The company has received committed financing of up to $4.1 billion from JP Morgan Chase, Bank of America Merrill Lynch, Citigroup, Deutsche Bank and Credit Suisse, including a new $300 million revolving credit facility to allow Tribune to refinance its current debt.
Jonathan Friesel and Benjamin Diesbach, partners at Oak Hill Capital, thanked the Local TV management team in a statement. "During our partnership together, Local TV has delivered extraordinary growth and become a world-class broadcaster known for its quality programming, technological innovation and strong community service," Friesel and Diesbach said. "We wish Tribune well as they build on the history of success these stations have.”
The acquisition also accelerates a trend of rapid consolidation in the television industry. Earlier this month, Gannett Co. agreed to buy Belo Corp.'s 20 big-city television stations in a deal worth $2.2 billion.
Tribune will have two stations in nine markets, including Denver, St. Louis, Indianapolis and Seattle. Two of Tribune's current stations -- KWGN in Denver and KPLR in St. Louis -- had been managed by Local TV so the deal will bring those stations under Tribune management.
Guggenheim Securities acted as financial advisor to Tribune, and Debevoise & Plimpton and Covington & Burling acted as legal advisors to Tribune on the transaction. Moelis & Company LLC; Wells Fargo Securities, LLC; and Deutsche Bank Securities Inc. acted as financial advisor to Local TV, and Dow Lohnes PLLC acted as legal advisors to Local TV, on the transaction.
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