LIN is merging with Media General

[NewsMaster 226]

 

This doesn't necessarily mean that LIN is immune to getting other offers, but still, Hearst is missing a huge opportunity here. They're the most notable major group not to have gained anything during all of this.

 

Hearst hasn't bought a Big Three station since 2004, when they were still known as Hearst-Argyle (that was WMTW from Harron Communications).

[GoldenShine9 1509]

I'm sure Sinclair wishes they could have made a bid, but that would have resulted in a whole lot of complications...

 

Now the paperwork will tell us who stays and who goes. 5 stations (or duopolies) have to be sold off in the deal.

[CircleSeven 1944]

The Paperwork Is Up!!!!

 

Here's the breakdown on the proposed merger between LIN Media & Media General, which includes its very detailed comprehensive exhibit and merger agreement. The agreement was made on March 21st and the paperwork was posted today (5/12).

 

The merger will be structure under a series of small mergers. First, the existing MG stations will be merging with a subsidiary "Mercury Merger Sub 1", in which MG will be the surviving entity. Second, the existing LIN stations will merge with a new sub, "Mercury Merger Sub 2" in which LIN will be the surviving entity for that. After that, the existing MG will later be structured from becoming a wholly-owned sub to post-merger MG to a wholly owned subsidiary of LIN. Then LIN Media will merge with the Post-Merger MG, making LIN Media's wholly-owned sub LIN Television Corporation, a wholly owned sub of the Post-Merger MG.

 

The applications that are affecting its existing Media General stations are Form 316 pro forma transfer of control, in which since it would be a change in the corporate structure, and would not affect ultimate control over the existing MG stations. The applications that are affecting existing LIN stations are filed a form 315, since it will be a substantial transfer of control. As with the MG/Young deal, none of the corporate structures & licensee names between the current MG & LIN stations will change post-transaction.

 

At the end of the transaction, the post-merger MG will be held by 64% of the existing MG shareholders, while the remaining 36% will be held by the current LIN shareholders. Upon closing of the transaction, the post-merger MG will have eleven board members (seven from MG and four from LIN). Current MG Chairman, J. Stewart Bryan, is expected be the Charman of the post-merger MG, and current LIN President & CEO Vincent Sudusky, will be the President & CEO and a director of the post-merger MG. Other appointees will be decided by each of their respective pre-merger companies.

__________________________________

 

Of course after the announcement of the LIN/MG merger, they announce that this deal would be subject to divestitures. LIN & MG have hired Moelis & Company to find potential buyers in those divested markets. LIN has also hired the MMTC (Minority Media & Telecommunications Council) media brokerage as co-advisor to help with the divestitures.

 

LIN & MG will divest one of the top-4 stations in five markets where both companies currently own stations.

• Birmingham (WVTM & WIAT)
  
• Green Bay (WBAY & WLUK) - LIN also owns WCWF by Failed station waiver.
  
• Mobile (WKRG & WALA) - LIN also owns WFNA.
  
• Providence (WJAR & WPRI)
  
• Savannah (WSAV & WJCL)
  

LIN/MG will also divest one of its stations where they currently have a commonly-owned duopoly.

• Norfolk (WAVY & WVBT)
  
• Albuquerque-Santa Fe (KASA & KRQE)
  

Duopolies that aren't affected because the 2nd station is not within the top-4 are in Buffalo (WIVB & WNLO), Grand Rapids (WOOD & WOTV) & Indianapolis (WISH & WNDY).

 

LIN/MG will ask for continued satellite authority in three markets.

• Austin (KBVO, repeater of KXAN)
  
• Honolulu (KHAW & KAII, repeater of KHON)
  
• Wichita (KSNC, repeater of KSNW)
  

LIN will ask for authorization of failed station waivers in two markets.

• Green Bay (WCWF) - So even if they divest WLUK and keep WBAY, they still want to keep WCWF under the FSW.
  
• Hartford-New Haven (WCTX) - LIN acquire it under an "unbuild station " waiver, now wants to file FSW.
  

[NEOMatrix 1295]

 

 

The Paperwork Is Up!!!!

 

Here's the breakdown on the proposed merger between LIN Media & Media General, which includes its very detailed comprehensive exhibit and merger agreement. The agreement was made on March 21st and the paperwork was posted today (5/12).

 

The merger will be structure under a series of small mergers. First, the existing MG stations will be merging with a subsidiary "Mercury Merger Sub 1", in which MG will be the surviving entity. Second, the existing LIN stations will merge with a new sub, "Mercury Merger Sub 2" in which LIN will be the surviving entity for that. After that, the existing MG will later be structured from becoming a wholly-owned sub to post-merger MG to a wholly owned subsidiary of LIN. Then LIN Media will merge with the Post-Merger MG, making LIN Media's wholly-owned sub LIN Television Corporation, a wholly owned sub of the Post-Merger MG.

 

The applications that are affecting its existing Media General stations are Form 316 pro forma transfer of control, in which since it would be a change in the corporate structure, and would not affect ultimate control over the existing MG stations. The applications that are affecting existing LIN stations are filed a form 315, since it will be a substantial transfer of control. As with the MG/Young deal, none of the corporate structures & licensee names between the current MG & LIN stations will change post-transaction.

 

At the end of the transaction, the post-merger MG will be held by 64% of the existing MG shareholders, while the remaining 36% will be held by the current LIN shareholders. Upon closing of the transaction, the post-merger MG will have eleven board members (seven from MG and four from LIN). Current MG Chairman, J. Stewart Bryan, is expected be the Charman of the post-merger MG, and current LIN President & CEO Vincent Sudusky, will be the President & CEO and a director of the post-merger MG. Other appointees will be decided by each of their respective pre-merger companies.

__________________________________

 

Of course after the announcement of the LIN/MG merger, they announce that this deal would be subject to divestitures. LIN & MG have hired Moelis & Company to find potential buyers in those divested markets. LIN has also hired the MMTC (Minority Media & Telecommunications Council) media brokerage as co-advisor to help with the divestitures.

 

LIN & MG will divest one of the top-4 stations in five markets where both companies currently own stations.

• Birmingham (WVTM & WIAT)
  
• Green Bay (WBAY & WLUK) - LIN also owns WCWF by Failed station waiver.
  
• Mobile (WKRG & WALA) - LIN also owns WFNA.
  
• Providence (WJAR & WPRI)
  
• Savannah (WSAV & WJCL)
  

LIN/MG will also divest one of its stations where they currently have a commonly-owned duopoly.

• Norfolk (WAVY & WVBT)
  
• Albuquerque-Santa Fe (KASA & KRQE)
  

Duopolies that aren't affected because the 2nd station is not within the top-4 are in Buffalo (WIVB & WNLO), Grand Rapids (WOOD & WOTV) & Indianapolis (WISH & WNDY).

 

LIN/MG will ask for continued satellite authority in three markets.

• Austin (KBVO, repeater of KXAN)
  
• Honolulu (KHAW & KAII, repeater of KHON)
  
• Wichita (KSNC, repeater of KSNW)
  

LIN will ask for authorization of failed station waivers in two markets.

• Green Bay (WCWF) - So even if they divest WLUK and keep WBAY, they still want to keep WCWF under the FSW.
  
• Hartford-New Haven (WCTX) - LIN acquire it under an "unbuild station " waiver, now wants to file FSW.
  

A bigger question would be what happens to the shelled stations that LIN and MG operate currently. Do their LMA/SSA agreements get unwound? Or will Shield be used for those shelled stations so they can stay under MGs control?

[hathawaynson2 38]

A bigger question would be what happens to the shelled stations that LIN and MG operate currently. Do their LMA/SSA agreements get unwound? Or will Shield be used for those shelled stations so they can stay under MGs control?

The agreements for the shelled stations that stay the same.

[CircleSeven 1944]

 

A bigger question would be what happens to the shelled stations that LIN and MG operate currently. Do their LMA/SSA agreements get unwound? Or will Shield be used for those shelled stations so they can stay under MGs control?

 

This deal only affected the parent stations, not the shelled stations. In the MG/Young deal, that deal didn't include a transfer changes of the Shield Media stations, which Young Operated before it was taken over by MG.

 

And to clarify, its JSAs with more than 15% of the brokered station's revenue that are attributable, not LMAs or SSAs. Most JSAs have the operator of the shelled station taking about 30%. It would appear that they would still operate the shelled stations until the two-year unwinding period elapsed, or if new ownership of those shelled stations happens. Of course, it could be longer should they file a JSA waiver and the FCC grants it.

 

Oh and I almost forgot to say, expect this deal to get docketed, just like their other major transactions. With LIN working with Moelis & MMTC in finding buyers, maybe that should somehow (but I'm not holding my breath) quiet certain noisemakers (Free Press, etc).

[GoldenShine9 1509]

Interesting they are not going to grandfather the top-4 stations, and two more are going on the market.

[GoldenShine9 1509]

I'm looking at the revenue charts, and see that:

 

Birmingham - Tossup. Both WVTM and WIAT are roughly equal in revenue, interestingly. WIAT has the more valuable affiliation though in the market.

 

Green Bay - WBAY and WLUK are roughly equal in revenue as well, but keeping the duopoly with WCWF is likely a factor as well. I'm thinking WBAY is divested.

 

Mobile/Pensacola - WKRG is the clear leader, more than WALA and WFNA combined. I think the duopoly is divested.

 

Providence - WJAR is the dominant station in the market, far more than WPRI and WNAC combined. However, the grandfather LMA must be kept together. It might be easier to keep WPRI/WNAC even if it is not in their best interest.

 

Savannah - Although WTOC dominates, WSAV is far higher than WJCL and WTGS combined. I think the duopoly is divested.

 

Albuquerque - Although 3/4 in the market, KRQE+ is ahead of KASA. I'm thinking KASA is divested. I can see the news share agreement remaining in place, though.

 

Hampton Roads - WAVY dominates the market, with WVBT barely 4th. I'm thinking WVBT is divested. Sinclair might be interested if they want to tie it to WTVZ (6th in the market).

[ChesapeakeTV 310]

They're breaking up WAVY and WVBT? Holy guacamole. LIN is about the only reason 43 was able to grow into what it is...and I'm not sure the new owners would be able to sustain things flying solo, unless LIN chooses said new owners very wisely.

 

If they don't choose wisely, I could almost see WSKY making a play for the Fox affiliation.

[T.L. Hughes 750]

As far as the satellite authority situation in Austin goes, how will that work? KBVO hasn't operated as a satellite of KXAN for a few years now. Scheduling-wise, it is effectively a de facto standalone station. The fact that the FCC continues to license KBVO as a satellite now keeps it from violating FCC rules (the station has been around since 1991 when it was KLNO and then KXAM), since LIN also owns CW affiliate KNVA. Is there a possibility that given these facts, the FCC would deny Media General a continued satellite authority for KBVO, and require that Media General sell either it or KNVA (with the other being allowed to be acquired outright)?

[Samantha 2878]

I want to point out some things:

• When New Vision merged with LIN in 2012 it brought all the shell arrangements with it, but they were transferred to another company. New Vision's sidecar was PBC Broadcasting, while LIN's sidecar is a concern named Vaughan Media. Don't be surprised if there is another change of name with some of these.
  
• At sale time a duopoly will always be reanalyzed to see if a sale would meet FCC rules. The structure of the deal is such that, to the FCC, LIN is being sold to MG (thus the form 315). For instance, Belo formed the then-legal duopoly of KMSB and KTTU. When Belo sold, these stations had to be sold to different shell operators (Sander and Tucker) because, when KWBA was acquired by Journal under a failing station waiver, the market became unable to support any further duopolies. (Of course, both stations act as a de facto cluster with KOLD; they were shelled by Sander and Tucker because Gannett owns half of Tucson's daily newspaper.) However, the acquiring company need not divest itself of its duopolies; Gannett did not have to split up its Jacksonville duopoly when it bought Belo, for example.
  
• The KBVO satellite waiver won't be able to fly because the station is now separate programming-wise. LIN does own an LPTV repeater in Austin for KBVO, however. That said, the KHON and KSN waivers should be preserved and make it as decades-old arrangements.
  
• Moelis and Company is the same firm which Sinclair has engaged to find buyers for its Allbritton divestitures. I wouldn't be surprised to see Sinclair want some of these (such as WVBT) or even have LIN-MG consider buying from Sinclair. WABM would make duopoly bait for whatever Birmingham station they keep, and while neither station group has a presence in Pennsylvania, WHP is in the right market size given the stations they do own.
  

[cg41386 131]

I'm looking at the revenue charts, and see that:

 

Birmingham - Tossup. Both WVTM and WIAT are roughly equal in revenue, interestingly. WIAT has the more valuable affiliation though in the market.

 

Green Bay - WBAY and WLUK are roughly equal in revenue as well, but keeping the duopoly with WCWF is likely a factor as well. I'm thinking WBAY is divested.

 

Mobile/Pensacola - WKRG is the clear leader, more than WALA and WFNA combined. I think the duopoly is divested.

 

Providence - WJAR is the dominant station in the market, far more than WPRI and WNAC combined. However, the grandfather LMA must be kept together. It might be easier to keep WPRI/WNAC even if it is not in their best interest.

 

Savannah - Although WTOC dominates, WSAV is far higher than WJCL and WTGS combined. I think the duopoly is divested.

 

Albuquerque - Although 3/4 in the market, KRQE+ is ahead of KASA. I'm thinking KASA is divested. I can see the news share agreement remaining in place, though.

 

Hampton Roads - WAVY dominates the market, with WVBT barely 4th. I'm thinking WVBT is divested. Sinclair might be interested if they want to tie it to WTVZ (6th in the market).

WAVY hasn't been dominant in some time now. They only win mornings and late news.

[Rusty Muck 4165]

I still think that MG-LIN should swap affiliations between WPRI and WJAR, then spin off the WPRI/WNAC intellectual unit. Easiest solution, and a CBS-affiliated WJAR's position in the market would be made even stronger (plus it would rid them of a JSA complication and consequently help with the merger proceedings).

 

WKRG and WIAT are no-brainers; both are affiliated with CBS and also are the OTA homes for a certain college football superpower vis-a-vis the SEC/CBS deal.

 

Green Bay is a toss-up. WLUK has the Packers, but WBAY has the heritage and the ratings power.

[GoldenShine9 1509]

I think MG might look for a small local owner for the divested stations in Hampton Roads and Albuquerque so that they can maintain a news agreement at least. I doubt a company like Sinclair would show any interest in working with MG in agreements.

[tyrannical bastard 3458]

 

I think MG might look for a small local owner for the divested stations in Hampton Roads and Albuquerque so that they can maintain a news agreement at least. I doubt a company like Sinclair would show any interest in working with MG in agreements.

 

They have in the past....WFLA produced a 10pm newscast for WTTA from 2007 to 2009.

[tyrannical bastard 3458]

WALA has begun airing the standard "transfer of control" ads required by the FCC when an ownership change is about to take place.

http://www.examiner.com/article/wala-tv-broadcasts-messages-related-to-their-parent-company-s-merger-plan

 

It is referencing the change of ownership from LIN to Media General through the merger of both companies into a new incarnation of Media General. I'm assuming this is only a formality, but could it signal the intentions of Media General keeping WALA and WFNA and divesting WKRG? It appears that no such ads are airing on WKRG....yet...

[GoldenShine9 1509]

I feel that prospective buyers in Birmingham (one of the markets that a station must be divested) are watching the Sinclair-Allbritton saga closely. They must feel they have a big opportunity there since WBMA+ will lose significant signal range. It might increase the value of WIAT or WVTM (whichever is not kept).

[DirtyHarry 719]

 

I feel that prospective buyers in Birmingham (one of the markets that a station must be divested) are watching the Sinclair-Allbritton saga closely. They must feel they have a big opportunity there since WBMA+ will lose significant signal range. It might increase the value of WIAT or WVTM (whichever is not kept).

 

WIAT has the better signal so no matter what happens, they should keep the WIAT stick. WVTM filed an application to go to UHF but it would have been a directional signal anyway. The way the pattern looked, it looked like it was getting wedged into Birmingham.

 

I say keep the WIAT stick and the WVTM virtual channel if possible. Everything else is a toss up but I lean toward CBS.

[CircleSeven 1944]

One month after they filed a paperwork, they'd already made an amendment. And its probably good news for folks in the Hampton Roads.

 

On page 24 of its revised comprehensive exhibit, It appears that based on the latest rating data in March & April and during the May Sweeps period, WVBT is NOT within the top-4. So LIN/MG don't have to break up WAVY/WVBT.

 

d. Norfolk, Virginia: In this market, a subsidiary of LIN is the

licensee of WAVY-TV, Portsmouth, Virginia and WVBT(TV), Virginia Beach, Virginia. Based

on Nielsen ratings data for March and April, as well as May sweeps, WVBT(TV) is not a Top

Four station in the market. As shown in Attachment C-4, there will remain at least eight

independently owned and operated television stations in the market post-merger.

Now the question is which station is within the top-4 in the market then? Now Tribune is in the process of completing its newspaper spin-off. If WGNT is within the top-4, I dunno how the Trib is going to proceed to acquire both stations outright (WTKR being the other) from Ed Wilson, unless they're just going to skip that market and just snag WNEP outright.

 

LIN/MG will still have to break up New Mexico's KRQE/KASA to come into compliance, however.

[GoldenShine9 1509]

One month after they filed a paperwork, they'd already made an amendment. And its probably good news for folks in the Hampton Roads.

 

On page 24 of its revised comprehensive exhibit, It appears that based on the latest rating data in March & April and during the May Sweeps period, WVBT is NOT within the top-4. So LIN/MG don't have to break up WAVY/WVBT.

 

Now the question is which station is within the top-4 in the market then? Now Tribune is in the process of completing its newspaper spin-off. If WGNT is within the top-4, I dunno how the Trib is going to proceed to acquire both stations outright (WTKR being the other) from Ed Wilson, unless they're just going to skip that market and just snag WNEP outright.

 

LIN/MG will still have to break up New Mexico's KRQE/KASA, however.

They will probably just wait for WGNT to fall to 5th, then use that time to acquire both outright. They must be very close in ratings.

[CircleSeven 1944]

 

They will probably just wait for WGNT to fall to 5th, then use that time to acquire both outright. They must be very close in ratings.

 

Yeah, but how long they're going to wait? And the FCC might come-up with that UHF discount vote, and make it an order sooner than later. And any chances of the Trib owning WTKR/WGNT outright may not be grandfathered with the others, if a grandfathered clause is even issued.

[T.L. Hughes 750]

 

One month after they filed a paperwork, they'd already made an amendment. And its probably good news for folks in the Hampton Roads.

 

On page 24 of its revised comprehensive exhibit, It appears that based on the latest rating data in March & April and during the May Sweeps period, WVBT is NOT within the top-4. So LIN/MG don't have to break up WAVY/WVBT.

 

 

Now the question is which station is within the top-4 in the market then? Now Tribune is in the process of completing its newspaper spin-off. If WGNT is within the top-4, I dunno how the Trib is going to proceed to acquire both stations outright (WTKR being the other) from Ed Wilson, unless they're just going to skip that market and just snag WNEP outright.

 

LIN/MG will still have to break up New Mexico's KRQE/KASA to come into compliance, however.

 

I think an even better question here is, how is it that WGNT rose to fourth place? I'm not sure how uncommon it is for a CW affiliate to be a top-4 station (I have a hunch it's not very, considering the network's low overall national ratings), but it is particularly interesting considering that WGNT is not like WGN-TV, which would be more plausible as a top-4 station as a CW affiliate. The station must pull decent ratings for its syndicated programming, unless its primetime ratings are better than what is expected for many CW stations, like it is in Chicago.

[NEOMatrix 1295]

Maybe it's not WGNT...I have a hunch that either WTVZ or WSKY is the top 4 station.

[tyrannical bastard 3458]

Could WTKR be the culprit? I remember Dr. Phil on WGNT (when CBS still owned them) beat WTKR's newscasts several years back. This was back in the dreaded "YOUR" period when that station was skewered here on a daily basis......

[Samantha 2878]

 

Could WTKR be the culprit? I remember Dr. Phil on WGNT (when CBS still owned them) beat WTKR's newscasts several years back. This was back in the dreaded "YOUR" period when that station was skewered here on a daily basis......

 

As a network affiliate, especially of CBS, WTKR *should* have remained in the top four for most of the last few years.

 

Judging by the revenue figures it's WGNT.