MUMBAI: Media General, Inc. has completed its previously announced acquisition of four NBC stations.
The stations and their designated market areas (DMAs) are: WNCN in Raleigh, WCMH in Columbus, WVTM in Birmingham and WJAR in Providence.
All four stations are ranked among the top three in their respective markets. The stations are located in large, growing markets, and all four produce attractive operating and cash flow margins."This acquisition is compelling from both an operational and financial perspective. Investors can be highly confident of our ability to execute as planned. We've successfully integrated numerous acquisitions. We achieved or exceeded our projected operating synergies, and we repaid debt as quickly as, or faster than, projected," said Media General president and CEO Marshall N. Morton.
"We are especially pleased to add Raleigh-Durham to our Southeast footprint. In Birmingham, WVTM has a broader signal than WIAT, the CBS station we currently own there, so we will reach more households. The Columbus and Providence stations are located in political battleground states, so they benefit greatly from campaign spending, especially in Presidential election years," he added.
The acquisition increases Media General's number of NBC stations from five to nine and makes the company NBC's third largest independent affiliate, further enhancing its relationship with the network. The addition of these four stations will improve the profit contribution mix of Media General's Publishing and Broadcast segments, from approximately 60 per cent (publishing) and 40 per cent (broadcast) to approximately 50/50.
"We have conservatively estimated operating synergies of $3 million annually by 2008. The synergies will come from enhanced revenues, which are expected to result from the implementation of Media General's sales training and systems as well as its inventory management and pricing processes. Cost reductions will result from bringing the new stations into Media General's Central Traffic Operation and from centralizing Master Control for all of its NBC stations," said Morton.
The new NBC stations add approximately 450 employees. "We are very impressed with the quality of the local management and staff," he added.
The acquisition will immediately and significantly improve the Broadcast Division's operating margin and drive meaningful growth in its revenues and segment cash flow.
"Substantial free cash flow generated by our four new stations will enable us to quickly reduce the debt we incur to finance the acquisition," said Morton. He added that at the end of 2006, the company expects its leverage multiple to be four times and that it will be reduced to 2.5 times by the end of 2008.
The cash transaction cost approximately $600 million. Future cash tax savings will result from a step-up in basis that is allowed for an asset purchase and the related amortisation and depreciation deductions. The net transaction value, reduced by the present value of the expected tax savings, is approximately $450 million. Including the tax benefits and synergies, the transaction represents a multiple of less than 10.0 times 2004-2005 average broadcast cash flow for the four stations.
The acquisition ultimately will be funded from three sources: drawing on the company's existing $1 billion credit facility, issuing new public or bank term debt that includes $100 million for the acquisition and the refinancing of $200 million of existing notes due September 2006, and at least $100 million in net proceeds from the divestiture of assets previously identified as non-core.
Media General is in the process of selling its CBS affiliate in Wichita, including that station's three satellites, and its CBS stations in Birmingham, Ala., Mason City, Iowa, and Chattanooga, Tenn.
"There is substantial interest in the stations to be sold, and we expect to complete the sale of all the stations by the end of the year," said Morton.
As part of the acquisition of the NBC stations, Media General was granted a six-month duopoly waiver in Birmingham by the Federal Communications Commission, and the company has entered into an agreement with the Department of Justice to divest its CBS affiliate within six months.
