KMOV (Channel 4), KSDK (Channel 5) To Have Same Owner: Gannett Buys Belo For $1.5 Billion



Some big news about the news today.

Two major media outlets in St. Louis, KMOV (Channel 4) and KSDK (Channel 5), will soon be owned by the same parent company, according to an announcement today that Gannett Co. is acquiring Belo Corp. for $1.5 billion. Belo, the parent company of KMOV -- which, by the way, is facing a lawsuit from former anchor Larry Conners -- owns twenty stations throughout the country. By the end of 2013, Gannett, the media company that owns KSDK, will have formally acquired these Belo stations, the announcement says.

What does this mean for the St. Louis media market?

In theory, the two news stations will operate independently, even if they share a parent company.

KSDK investigative reporter Leisa Zigman tweeted:

According to a presentation accompanying the announcement, 17 percent of Gannett's television revenue will now come from the Midwest.

St. Louis and Phoenix are the only markets where there will be a new overlap through this acquisition.

That presentation says the company expects "to support station operations through a combination of joint sales and shared service agreements."

Dave Lougee, president of Gannett Broadcasting, told the Post-Dispatch today that KMOV's news and sales operations will be separate from KSDK.

"They will continue to be independent," Lougee said. "They have a strong broadcast, just like we do."

Here's the full press release.

Gannett to acquire Belo, accelerating ongoing transformation into diversified higher-margin multi-media company Acquisition Nearly Doubles Gannett's Broadcast Portfolio, Creating Fourth-Largest Owner of Major Network Affiliates with 21 Stations in Top 25 Markets Transaction Immediately Accretive to Non-GAAP Earnings per Share

Gannett to Repurchase $300 Million in Shares Over Next Two Years; Reaffirms Dividend Program

McLEAN, VA and DALLAS, TX - Gannett Co., Inc. (NYSE: GCI) and Belo Corp. (NYSE: BLC) jointly announced today that they have entered into a definitive merger agreement under which Gannett will acquire all outstanding shares of Belo for $13.75 per share in cash, or approximately $1.5 billion, plus the assumption of $715 million in existing debt for an enterprise value of approximately $2.2 billion. The transaction, which has been unanimously approved by the boards of directors of both companies, represents a 28.1 percent premium to the closing price of Belo common stock on June 12, 2013.

The combination creates a broadcast "Super Group," catapulting Gannett into the nation's fourth-largest owner of major network affiliates reaching nearly a third of all U.S. households. The acquisition nearly doubles Gannett's current broadcast portfolio from 23 to 43 stations, including stations to be serviced by Gannett through shared services or similar sharing arrangements. Upon completion of the transaction, Gannett's Broadcast segment will have greater geographic and revenue diversity, with 21 stations in the top 25 markets and will become the #1 CBS affiliate group, the #4 ABC affiliate group, and will expand its already #1 NBC affiliate group position. Following the transaction, Gannett's Broadcast segment is expected to contribute more than half of the Company's pro forma total EBITDA, and the Digital and Broadcast segments combined are expected to contribute nearly two-thirds.

The Company anticipates that the transaction will generate approximately $175 million in annual run-rate synergies within three years after closing. The transaction is expected to generate significant free cash flow and be accretive to non-GAAP earnings per share by approximately $0.50 within the first 12 months. The transaction valuation implies a 9.4x average 2011/2012 EBITDA multiple prior to synergies, and a 5.4x multiple assuming expected synergies.

Gracia Martore, President and Chief Executive Officer of Gannett, said, "We are thrilled to bring together two highly respected media companies with rich histories of award-winning journalism, operational excellence and strong brand leadership. We have been successfully transforming Gannett into a diversified multi-media company with broadcast, digital and publishing components across high-growth markets nationwide, and this is another important step in the process. It will significantly improve our cash flow and financial strength, enabling us to quickly pay down debt while remaining committed to disciplined capital allocation. By enhancing our portfolio with one of the largest, most geographically diverse and network-balanced TV station groups in the country, the new Gannett will be well positioned to lead innovation, bolster our existing growth initiatives and take advantage of new opportunities in the emerging digital media landscape."

Commenting on the transaction, Dunia A. Shive, Belo's President and Chief Executive Officer, said, "This is an outstanding and financially compelling transaction for our shareholders. It is also a testament to the tremendous value our employees have created over Belo's long history and to the strength of our brand in the media industry. I am confident that we have found an excellent partner in Gannett - they are a leading media company that shares our commitment to the highest levels of journalistic integrity and embraces an active approach to community involvement. Together, this portfolio of media assets will be well-positioned to capitalize on substantial growth opportunities in the years ahead."

Additional Transaction Details The transaction is expected to close by the end of 2013, subject to antitrust approval, Federal Communications Commission (FCC) approval, approval by holders of two-thirds of the voting power of Belo shares, and customary closing conditions. Belo's directors and executive officers, who collectively own approximately 42 percent of the voting power of Belo's outstanding shares, have entered into voting and support agreements to vote their shares in favor of the transaction with Gannett. Gannett expects to finance the purchase through cash on hand, accessing the capital markets and bank financing.

And the accompanying presentation.


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