Clear Channel Agrees to Sell Television Station Group to Providence Equity Partners.Company Also Provides Updates on Radio Divestitures and After-Tax Proceeds SAN ANTONIO San Antonio (săn ăntō`nēō, əntōn`), city (1990 pop. 935,933), seat of Bexar co., S central Tex., at the source of the San Antonio River; inc. 1837. -- Clear Channel Communications Not to be confused with clear channel radio stations, which are AM radio stations with certain technical parameters. Clear Channel Communications (NYSE: CCU) is a media conglomerate company based in the United States. , Inc. (NYSE NYSE See: New York Stock Exchange :CCU CCU abbr. 1. coronary care unit 2. critical care unit CCU critical care unit. CCU Critical care unit, see there ) announced today it has entered into a definitive agreement to sell its Television Group to Providence Equity Partners Providence Equity Partners is a private equity firm headquartered in Providence, Rhode Island that focuses on investments in media and telecommunications. It is one of the largest private investment firms specializing in equity investments in media and communications companies. Inc. for approximately $1.2 billion. The sale includes 56 television stations (including 18 digital multicast stations) located in 24 markets across 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. . Also included in the sale are the stations' associated Web sites, the Television Operations Center The facility or location on an installation, base, or facility used by the commander to command, control, and coordinate all crisis activities. See also base defense operations center; command center. , and Inergize Digital Media, which manages the Television Group's online and wireless initiatives. The transaction is expected to close in the fourth quarter of 2007, subject to regulatory approvals and other customary closing conditions. Commenting on the transaction, Mark Mays Mark Mays is the president and CEO of Clear Channel Communications, Inc., a global media and entertainment company based in San Antonio, Texas, USA. Mays took over as president and CEO in October 2004, after serving the company in other roles. Mays holds a B.A. , Chief Executive Officer of Clear Channel said, "The stations and management of Clear Channel Television have established an outstanding record of achievement, innovation and community service in broadcasting and web development. While we will miss the important role they have played in the Clear Channel family, we are excited that they will be partnered with Providence Equity to continue to pursue growth opportunities in the rapidly changing media environment." "This is a rare opportunity to acquire a premier collection of broadcast television stations with strong positions in many attractive markets across the United States," said Al Dobron, a Managing Director of Providence Equity. "We are pleased to again partner with Sandy DiPasquale to create value at these local broadcasting stations and identify additional potential high-quality television opportunities." "These are well run, quality television stations," said Sandy DiPasquale, a veteran broadcast executive and the President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of BlueStone Television BlueStone Television also known as Bluestone License Holdings Inc. owns television broadcast stations in the United States. It was formed by Sandy DiPasquale and Providence Equity Partners. Its first acquisition was a group of 12 stations from Lamco Communications Inc. . "I look forward to continuing my partnership with Providence Equity and working with the talented CCTV CCTV abbr. closed-circuit television CCTV closed-circuit television employees to build on their success integrating broadcast and internet services to serve their communities." The Television Group currently consists of ten CW, eight FOX, seven NBC NBC in full National Broadcasting Co. Major U.S. commercial broadcasting company. It was formed in 1926 by RCA Corp., General Electric Co. (GE), and Westinghouse and was the first U.S. company to operate a broadcast network. , six ABC ABC in full American Broadcasting Co. Major U.S. television network. It began when the expanding national radio network NBC split into the separate Red and Blue networks in 1928. , six CBS (Cell Broadcast Service) See cell broadcast. , four My Network TV, two NBC Weather Plus NBC Weather Plus is a 24-hour weather-oriented broadcast/cable television network jointly owned by NBC Universal and its broadcast affiliates of NBC. It debuted on November 15 2004 and is the first-ever 24/7, all-digital national-local broadcast network. , two Telemundo, five independent stations, and six stations affiliated with Clear Channel's Variety Television Network (VTV VTV Venezolana de Television (Venezuelan TV channel) VTV Vietnam Television VTV Vancouver Television VTV Varsity Television vTV Virtual Television VTV Vanderbilt Television (Vanderbilt University) ). A chart of the individual broadcast properties, by location and network affiliation, is attached below. Clear Channel estimates 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). after-tax and after customary transaction costs Transaction Costs Costs incurred when buying or selling securities. These include brokers' commissions and spreads (the difference between the price the dealer paid for a security and the price they can sell it). will be approximately $1.1 billion for the Television Group. Information on the treatment of tax loss carry forwards relative to this sale is provided below. UPDATE ON RADIO DIVESTITURES Clear Channel previously announced that it was also attempting to divest 448 radio stations in 88 markets. To date the Company has entered definitive agreements to sell 161 radio stations in 34 markets for a total consideration of approximately $331 million. The Company expects these transactions to close during the second half of 2007. The Company estimates net proceeds after-tax and after customary transaction costs for these 161 stations will be approximately $300 million. Information on the treatment of tax loss carry forwards relative to these sales is provided below. The Company continues to pursue the divestiture of 287 radio stations in 54 markets. These remaining stations that are not under definitive agreement had OIBDAN(a) of approximately $54 million in 2006. There can be no assurance that any or all of these stations will ultimately be divested and the Company reserves the right to terminate the sales process at any time. TAX LOSS CARRY FORWARDS The Company plans to utilize its capital loss carry forward to offset the related capital gain on the transactions. A portion of the gain will be considered ordinary gain, not capital gain, due to depreciation and amortization recapture, and will be taxed as ordinary income. There can be no assurance that any of the divestures contemplated in this release will actually be consummated and therefore the Company may not receive the proceeds estimated herein. Furthermore, there can be no assurance that the Company will be able to utilize tax loss carry forwards to offset capital gains as contemplated in this release. SALES NOT CONTINGENT UPON MERGER All sales and contemplated future divestitures mentioned in this release are not contingent upon the completion of the separate merger proposal for Clear Channel Communications, Inc. (a) OIBDAN is defined as Operating Income Operating Income The profit realized from a business' own operations. Notes: This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit. before Depreciation & Amortization, Non-Cash Compensation Expense and Gain on Disposition of Assets - Net. Since OIBDAN is not a measure calculated in accordance with GAAP GAAP See: Generally Accepted Accounting Principles GAAP See generally accepted accounting principles (GAAP). , it should not be considered as a substitute for operating income or net income. About Clear Channel Communications Clear Channel Communications, Inc. (NYSE:CCU) is a global media and entertainment company specializing in "gone from home" entertainment and information services See Information Systems. for local communities and premiere opportunities for advertisers. Based in San Antonio, Texas “San Antonio” redirects here. For other uses, see San Antonio (disambiguation). San Antonio is the second most populous city in Texas, the third most populous metropolitan area in Texas, and is the seventh most populous city in the United States. As of the 2006 U.S. , the company's businesses include radio, television, and outdoor displays. More information is available at www.clearchannel.com. About Providence Equity Partners Providence Equity Partners Inc. is the leading global private equity firm specializing in equity investments in media, entertainment, communications and information companies around the world. The principals of Providence Equity manage funds with approximately $21 billion in equity commitments and have invested in more than 100 companies operating in over 20 countries since the firm's inception in 1990. Significant investments include Bresnan Broadband Holdings, Casema, Com Hem, Digiturk, Education Management Corporation, eircom, Freedom Communications, Idea Cellular, Kabel Deutschland, Metro-Goldwyn-Mayer, Ono, Open Solutions, PanAmSat, ProSiebenSat.1, Recoletos, TDC TDC Top Dead Center TDC Time-to-Digital Converter TDC Tabular Data Control TDC Total Development Cost TDC Texas Department of Corrections TDC The Discovery Channel TDC Torpedo Data Computer TDC Theater Deployable Communications , Univision, VoiceStream Wireless, Warner Music Group Warner Music Group (WMG) is one of the four major record labels. Warner Music Group also has a publishing arm, Warner/Chappell Music, which dates back to 1929, when Jack Warner, president of Warner Bros. Pictures Inc. , Western Wireless and Yankees Entertainment Sports Network. Providence Equity is headquartered in Providence, RI (USA) and has offices in 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 and London. The firm is opening offices in Hong Kong and New Delhi. Cautionary Note Regarding Forward-Looking Statements This press release contains forward-looking statements based on current Clear Channel management expectations. Those forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Company's pending merger agreement or the transactions; (2) the outcome of any legal proceedings All actions that are authorized or sanctioned by law and instituted in a court or a tribunal for the acquisition of rights or the enforcement of remedies. that may be instituted against Clear Channel and others following announcement of the merger agreement; (3) the inability to complete the merger due to the failure to obtain shareholder approval or the failure to satisfy other conditions to completion of the merger, including the receipt of shareholder approval and expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by President Gerald R. of 1976; (4) the failure to obtain the necessary debt financing Debt Financing When a firm raises money for working capital or capital expenditures by selling bonds, bills, or notes to individual and/or institutional investors. In return for lending the money, the individuals or institutions become creditors and receive a promise to repay arrangements set forth in commitment letters received in connection with the merger described in this press release; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (6) the ability to recognize the benefits of the merger; (7) the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger; and (8) the impact of the substantial indebtedness incurred to finance the consummation of the merger; and other risks that are set forth in the "Risk Factors," "Legal Proceedings" and "Management Discussion and Analysis of Results of Operations and Financial Condition" sections of Clear Channel's SEC filings. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Clear Channel's ability to control or predict. Clear Channel undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Clear Channel Television Station List
Market Station Affiliate
Albany, NY WXXA - TV FOX
WXXA - DT VTV
Bakersfield, CA KGET - TV NBC
KGET - DT CW
KKEY - LP TEL
Bellingham, WA KVOS - TV IND
Binghamton, NY WIVT - TV ABC
WBGH - CA NBC
Cincinnati, OH WKRC - TV CBS
WKRC - DT CW
Elmira, NY WETM - TV NBC
WETM - DT IND
Eugene, OR KMTR; KTCW; KMCB NBC
KMTR - DT CW
Fairbanks, AK KTVF - TV NBC
Fresno, CA KGPE - TV CBS
KGPE - DT VTV
Harrisburg, PA WHP - TV CBS
WHP - DT MNT
WLYH - TV CW
Jacksonville, FL WAWS - TV FOX
WAWS - DT MNT/VTV
WTEV - TV CBS
Little Rock, AR KLRT - TV FOX
KASN - TV CW
KASN - DT VTV
Memphis, TN WPTY - TV ABC
WLMT - TV CW
WLMT - DT VTV
WJKT - TV (Jackson) FOX
Mobile, AL WPMI - TV NBC
WPMI - DT NBC Weather +
WJTC - TV IND
Monterey-Salinas, CA KCBA - TV FOX
KION - TV CBS
KION - DT CW
KMUV - LP TEL
Rochester, NY WHAM - TV ABC
WHAM - DT CW
Salt Lake City, UT KTVX - TV ABC
KTVX - DT IND
KUCW - TV CW
San Antonio, TX WOAI - TV NBC
WOAI - DT NBC Weather +
Santa Barbara-Santa Maria, CA KCOY - TV CBS
KKFX - CA FOX
San Franciso / Santa Rosa, CA KFTY - TV IND
Syracuse, NY WSYR - TV ABC
WSYR - DT VTV
Tulsa, OK KOKI - TV FOX
KMYT - TV MNT
KMYT - DT VTV
Watertown, NY WWTI - TV ABC
WWTI - DT CW
Wichita, KS KSAS; KAAS FOX
KMTW - TV MNT
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