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CHANCELLOR BROADCASTING COMPANY COMPLETES ACQUISITION OF 19 RADIO PROPERTIES FROM SHAMROCK BROADCASTING INC., ESTABLISHING CHANCELLOR AS NATION'S THIRD-LARGEST PURE RADIO COMPANY; $395 Million Transaction, Funded with Proceeds from Recently Completed Public Equity and Debt Offerings, is Largest Radio Group Acquisition in History of Radio Industry.


DALLAS--(BUSINESS WIRE)--Feb. 14, 1996--In the largest radio group acquisition in the history of the radio industry, Chancellor Broadcasting Company Noun 1. broadcasting company - a company that manages tv or radio stations
company - an institution created to conduct business; "he only invests in large well-established companies"; "he started the company in his garage"
, of Dallas, a radio broadcasting The examples and perspective in this article or section may not represent a worldwide view of the subject.
Please [ improve this article] or discuss the issue on the talk page.
 company formed in 1993 by Steven Dinetz, its president and chief executive officer, in association with Hicks, Muse, Tate & Furst Incorporated, a leading private investment firm, has completed the purchase of nineteen radio stations from Shamrock Broadcasting Inc., of Burbank, California For the community in Santa Clara County, California, see Burbank, Santa Clara County, California. For other uses, see Burbank.
Burbank is a city in Los Angeles County, California, United States. As of 2004, the city had a population of 105,400.
, in a transaction valued at $395 million.

The acquisition by Chancellor of the Shamrock stations, from an investor group led by the Roy E. Disney Roy Edward Disney, KCSG, (born January 10, 1930) was a longtime senior executive for The Walt Disney Company, which his father Roy Oliver Disney and his uncle Walt founded.  family and Trefoil trefoil (trē`foil) [O.Fr.,=three-leaf], in botany, name for several plants, chiefly of the pulse family, having trifoliate leaves. Best known of the trefoils is clover.  Capital Partners, L.P., establishes Chancellor as the third-largest company in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  exclusively devoted to radio broadcasting, and the fifth-largest radio broadcasting company in the United States overall based on 1994 net revenues. Chancellor now owns 33 radio stations (21 FM and 12 AM) located in 15 of the nation's 40 largest MSAs.

Steven Dinetz, president and chief executive officer of Chancellor Broadcasting Company, said: "We are pleased to have acquired this outstanding group of stations, and look forward to building value for our listeners, advertisers, employees and, in turn, Chancellor's shareholders. With the strong capital base resulting from our recently completed initial public common stock and debt offerings, we plan to further increase shareholder value by judiciously pursuing acquisitions of attractive radio properties that meet our investment criteria."

Thomas O. Hicks, chairman and chief executive officer of Hicks Muse, said: "The new Telecommunications Act of 1996 has increased the number of radio stations a single group may own in a given MSA (Metropolitan Service Area) An urban area with at least 50,000 people plus surrounding counties. There are 306 MSAs and 428 RSAs (rural service areas) in the U.S. MSAs and RSAs are used to allocate cellular licenses.  from four to as many as eight, and has also eliminated the nationwide cap on station ownership. Under the capable leadership of Steve Dinetz and with Chancellor's strong capital structure, Chancellor is exceptionally well positioned to take advantage of this new regulatory environment."

Separately, Chancellor announced that effective immediately, the company has changed its name from Chancellor Corporation to Chancellor Broadcasting Company to better reflect the nature of its business. Simultaneously, it has also changed the name of its operating subsidiary from Chancellor Broadcasting Company to Chancellor Radio Broadcasting Company.

On February 9, Chancellor announced that its public offering of 6,700,000 shares of Class A Common Stock had become effective, at an offering price of $20.00 per share. The Class A Common Stock is trading on the NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
 under the symbol "CBCA CBCA Centro Brasileiro da Construção em Aço
CBCA Canadian Business Corporations Act
CBCA Calgary Birth Control Association
CBCA Charlotte Builders and Contractors Association
CBCA Chilled Beam and Ceiling Association
."

Smith Barney Inc., CS First Boston, Goldman Sachs & Co. and BT Securities Corp. were the lead underwriters for the offering.

Also on February 9, Chancellor announced that the Securities and Exchange Commission had declared effective the registration statement of Chancellor's operating subsidiary for a public offering of $200,000,000 principal amount of senior subordinated notes due 2004. The notes were priced with a coupon of 9-3/8% per annum Per annum

Yearly.
. BT Securities Corp. and Smith Barney Inc. were the underwriters for the note offering.

As announced on that date, the net proceeds Net Proceeds

The amount received after all costs are deducted from the sale of a piece of property or security.

Notes:
In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions).
 of the common public offering, together with the net proceeds of the note offering and of a concurrent $100,000,000 private placement of exchangeable redeemable preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
 of Chancellor Radio Broadcasting and borrowings under Chancellor Radio Broadcasting's new credit facility will be used to fund the Shamrock acquisition and to repay Chancellor Radio Broadcasting's current credit facility.

Chancellor's markets include New York New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
, Los Angeles, San Francisco, Atlanta, Riverside-San Bernardino (California), Minneapolis-St. Paul, Nassau-Suffolk (Long Island, New York), Phoenix, Pittsburgh, Denver, Cincinnati, Sacramento and Orlando.

Smith Barney and Star Media Group, Inc. acted as advisors to Chancellor Broadcasting Company for the transaction. Shamrock Capital Advisors, Inc. acted as advisor to Shamrock Broadcasting.

Prior to the Shamrock transaction, Chancellor Broadcasting's radio stations, locations and formats included:

WALK-AM/FM (Nassau/Suffolk, L.I.): Full Service Adult Contemporary

KDWB-FM (Minneapolis-St. Paul): Contemporary Hit Radio “CHR” redirects here. For other uses, see CHR (disambiguation).

Contemporary hit radio (also known as CHR, Contemporary Hits, or Top 40
 

KTCJ-AM/KTCZ-FM (Minneapolis-St. Paul): Progressive Rock

WUBE-FM (Cincinnati): Country

WUBE-AM (Cincinnati): All Sports

WYGY-FM (Cincinnati): Young Country

KMEN-AM (Riverside/San Bernardino): Oldies/Sports Play-by-Play

KGGI-FM (Riverside/San Bernardino): Contemporary Hit Radio

KFBK-AM (Sacramento): News/Talk

KGBY-FM (Sacramento): Adult Contemporary

KHYL-FM (Sacramento): Oldies Oldies is a generic term commonly used to describe a radio format that usually concentrates on Top 40 music from the '50s, '60s and '70s.

Oldies are typically from R&B, pop and rock music genres.
 

WOCL-FM (Orlando): Oldies

Chancellor radio stations previously owned by Shamrock include:

WHTZ-FM (New York City New York City: see New York, city.
New York City

City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S.
): Contemporary Hit Radio

KZLA-FM (Los Angeles): Country

KLAC-AM (Los Angeles): Nostalgia/Sports Play-by-Play

KBGG-FM (San Francisco): Adult Contemporary

KSAN-FM (San Francisco): Country

KNEW-AM (San Francisco): Country

KABL-AM (San Francisco): Nostalgia

WWWW-FM (Detroit): Country

WDFN-AM (Detroit): Sports

KTBZ-FM (Houston): Modern Rock

WFOX-FM (Atlanta): Oldies

KEEY-FM (Minneapolis): Country

KFAN-AM (Minneapolis): Sports

WWSW-AM/FM (Pittsburgh): Oldies

KMLE-FM (Phoenix): Country

KZDG-FM (Denver): Country

KXKL-AM/FM (Denver): Oldies

Consistent with its strategy of concentrating on those markets in which it believes it can best achieve competitive advantage and create multiple station ownership, Chancellor, as previously announced, has reached agreements to divest WWW-FM and WDFN-AM (both Detroit) for $30 million to Evergreen Media Corp., and KTBZ-FM (Houston) for $27 million to Secret Communications, L.P.

Trefoil Capital Partners, L.P. is an investment partnership formed and managed by Roy Disney, Stanley Gold, and other executives of Shamrock Capital Advisors, Inc.

Hicks, Muse, Tate & Furst Incorporated is a leading private investment firm. Over the past six years, Hicks Muse has completed, or currently has pending, more than 50 transactions with an aggregate value approaching $6 billion.

CONTACT: Chancellor

Jacques Kerrest

(214) 239-6220

or

Hicks Muse

Roy Winnick

Kekst and Company

(212) 593-2655
COPYRIGHT 1996 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1996, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Feb 14, 1996
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