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TVNEWSDAY FOCUS ON BUSINESS

YOU CAN'T TELL THE BUYERS FROM THE SELLERS

By Price Colman
TVNEWSDAY, Jun 13 2007, 7:46 AM ET

One moment, Nexstar is bidding a billion-plus for Clear Channel's broadcast TV group, the next it's hanging out the for-sale sign.

Story continues after the ad

Huh?

Welcome to the seller's market, circa 2007.

A day after Nexstar announced it had hired Goldman, Sachs to explore "strategic alternatives," LIN TV hired JP Morgan to conduct its own search.

And with stock prices soaring and acquisition price multiples as high as 15 times cash flow, who can blame them for wanting to get out while the getting's good?

"This is an exceptional market," says Damian Riordan of HT Capital, a boutique private equity and investment banking firm in New York. "It's sort of a perfect storm of very attractive factors."

Those factors: private equity firms and hedge funds awash in cash, easy access to low-cost loans, solid prospects for revenue growth and broadcast properties with 30% or better profit margins.

Broadcasters are throwing off more cash than partiers throwing beads at Mardi Gras.

Broadcast properties may not be the only game in town for investors looking to double their money in five to seven years, but they may be the most attractive.

"Nexstar and LIN have both been acquisitive, both with tremendous track records for having built and grown their businesses," says Riordan. "But both have been portfolio companies of private equity for some time now."

The equity firms, he adds, "probably looked at the New York Times and Clear Channel station group sales, and said, 'You know what, maybe now is the time to exit.' "

Anybody who has owned broadcast property for five years or so could be a seller.

ABRY, which has a controlling interest in Nexstar, has held its stake for about 10 years. Similarly, HM Capital has been calling the shots at LIN for about a decade.

Private equity firms bring down healthy management fees, but the real money comes when they sell.

"We feel comfortable owning some broadcast properties," says Mario Gabelli, whose GAMCO Investors (formerly Gabelli Asset Management Co.) owns 16.4% of the class A shares in LIN along with other broadcast stocks, including 17.4% of Young and 8.1% of Sinclair.

But, Gabelli says, the firm did not feel comfortable with LIN buying TV stations with high multiples as it did from Emmis in 2005.

So when CEO Gary Chapman retired last summer, he says, "we stepped back and said what are the plusses, what can we do.

"We all knew it was the sunset of the deal in Dallas [with HM Capital]. And there is the combination of broadcasters getting network compensation, the digital build-out, political ad revenues and guys motivated to get cash flow going in the right direction."

All that added up to a fairly easy decision for HM Capital and its investors to sell.

Likely buyers?

Look to the losing bidders on recent deals, Gabelli says.

"You've got any one of a bunch of potential buyers," he says. "Whoever came in second on Clear Channel may be first in line."

Providence Equity anted up $1.2 billion to win the contest for Clear Channel's TV station group.

Other bidders included an Oak Hill/Diamond Castle combo, Kelso & Co., and Nexstar.

Oak Hill and Diamond Castle may have been the runners up. Both have been active buyers—Oak Hill with its $575 million purchase of the New York Times station group and Diamond Castle with its $230 million Bluestone acquisition.

But those are relatively small investments by private equity standards and many private buyers are so cash rich that they're scrambling for places to put their money to work before investors yank it back.

"If you don't invest, after a year or two, the university or pension fund or other investors will take the money away," says Larry Patrick of Patrick Communications, a media and communications investment bank.

Outright sale may be the leading option, but there are others: restructuring, selling off parts of the company, a strategic acquisition.

Goldman, Sachs and JP Morgan declined to comment on what's most likely for Nexstar and LIN, respectively, but just about everyone else is betting on a sale.

In the current supercharged deal market, a LIN-Nexstar merger could be a possibility, although Gabelli dismisses such talk.

"It complicates life," he says. "LIN has good properties in good markets. Nexstar has smaller markets."

Sale doesn't necessarily mean the management teams will be exiting. Vince Sadusky and Perry Sook, heads of LIN and Nexstar, respectively, are widely respected in the industry and may well stay on the job if a private buyer wins.

Clear Channel's recent sale of its broadcast TV division—56 stations in 24 markets—demonstrated that the acquisition price multiple of 15 times cash flow, set earlier this year by Cerberus Capital's $175 million purchase of seven CBS stations, was no fluke.

At the 15x multiple, Nexstar and LIN could fetch better than $1.5 billion based on annualizing their first-quarter broadcast cash flows.

"It's interesting that people are asking, are we at the top of the market," says Michael Kupinski, director of research at Boca Raton, Fla.-based Noble Finance Group.

"In the last cycle of industry consolidation, we had multiples of 16 times," he says. "Strategic buyers then were willing to pay higher prices.

"What's unusual about this cycle is that it seems like private equity has a better hand."

Private firms and other broadcasters may rank as the number one and number two most likely buyers, but there are some potential wild cards: cable or satellite TV operators.

EchoStar put in a $2.13 billion bid on ION Media earlier this year, but was late to the game and effectively blocked by NBC, which favored the winner, Citadel.

John Malone's Liberty is a stretch, but it does own WFRV Green Bay, Wis., and with Liberty's recent acquisition of a controlling stake in DirecTV (via an asset swap for its 19% voting stake in News Corp.), Malone's back in the distribution business. Could broadcast be next?

Probably not, but Liberty has a number of other assets it's looking to monetize, including stakes in Viacom, Sprint Nextel, and Motorola and if the past is any indicator, Malone's not averse to complex deals.

"In the past, I always thought cable or satellite operators would be smart to take look at TV stations as acquisition targets," say Kupinski.

"They would have a local sales force to sell advertising on a TV station they own as well as on their cable network," he says. "I would not rule out the prospect that in a favorable regulatory environment we would see a cable or sat operator going after a local broadcast station."

Along with EchoStar, a top-five cable operator was among the bidders for Ion, sources say. It wasn't No. 1 Comcast, according to a company insider. That leaves Time Warner, Charter, Cox and Cablevision as possibilities.

Paul Allen has long touted his "wired world" vision, but any one of those operators might look at acquiring LIN, Nexstar or both as an entry into medium to smaller markets as long as they could address FCC cross-ownership prohibitions.

While industry insiders won't rule out a surprise buyer for Nexstar or LIN, most figure it will be a private firm or another broadcaster.

"I think you're going to see similar or related parties do these deals," says Patrick. "There are some long-term broadcasters not controlled by [equity] funds: Hearst-Argyle, Cox, Belo, Bonneville. What's stopping them from buying up these others?"

Gannett, which has 23 stations in its broadcast group and a total reach of more than 20 million households, also comes up as a possible strategic buyer.

Whoever wins the bidding for Nexstar or LIN, private market valuations send a strong signal that those deals won't be the last.

Case in point: Lincoln Financial Group, a financial services firm, disclosed last week that it has hired Merrill Lynch to shop its Lincoln Financial Media group, which includes three broadcast TV properties, 18 radio stations and a sports syndication and production business.

Other sale candidates? Take your pick.

"Imagine what Fisher would go for," says Gabelli. "Scripps has some wonderful assets. Several other potential opportunities include Acme and Tribune. Personally, I would like to queue up and buy the Cubs even though it's not the mainstream of what we do."

If you like the poker analogy, the broadcast market clearly isn't a hold 'em game.

"There's such a demand for TV that everybody is checking their hole cards," says Kelly Callan of Tucson, Ariz.-based Kalil & Co.

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