The Rest of the Story
Citadel Hedges Its Bet On ABC
March 06, 2006
By Tony Sanders
Citadel Broadcasting has put 11 radio stations in seven markets into a "stand-by divestiture trust" -- aptly dubbed The Last Bastion Station Trust LLC by trustee and media broker Elliot Evers -- as a hedge against an FCC ruling that might back the argument that the ABC merger constitutes a change in control of Citadel. “It’s not true that those 11 stations are going to be sold,” Evers told Billboard Radio Monitor this morning (March 6), countering implications in other trade press reports.
Rather, he says, the stations have been put into trust awaiting a decision by the FCC on whether the Citadel-ABC merger constitutes a change in control of Citadel.
Citadel holds attributable interests in radio stations in seven markets in excess of the number permitted by the FCC's local ownership rule, which took effect in 2004. But because Citadel owned those stations prior to the new rule, that group's ownership interest was allowed to continue unchanged.
In essence, if the FCC decides that the Citadel-ABC merger constitutes a change in control of ownership, then the new owner would exceed the current radio-station limits in those seven markets. On the other hand, if the FCC decides that there is no change in control of ownership, then the current owner, Citadel, likely could continue to own the stations.
Evers has been authorized to sell the stations “if I get the go ahead” from Citadel, “but that all depends on a decision from the FCC” he tells Monitor. “If the FCC determines that the merger is not a change in control, then the [Last Bastion] trust simply goes away” and the stations would revert back to Citadel.
The central issue, says Evers, is whether the transformation of 100% of Citadel’s stock into 48% of the new company that will own Citadel’s and ABC’s stations is actually a change in control. There are arguments on both sides of that question, says Evers, but the final decision will come from the FCC.
When the Citadel-ABC Radio merger is completed, Disney shareholders will own approximately 52% of Citadel Communications and Disney will retain $1.4 to $1.65 billion in cash depending on the market price of Citadel Broadcasting at the time of closing. Concurrently, Citadel shareholders will own the remaining 48% of the combined company.
Such a decision is expected in about three weeks, Evers told Monitor.
The 11 FMs placed into trust are: WWLS and KINB Oklahoma City; KBZU Albuquerque, N. M.; KVLO, KPZK and KARN Little Rock, Ark.; WMGL Charleston, S.C.; KNEK Lafayette, La.; WYLZ Saginaw-Bay City, Mich.; and WCLZ and WCYI Portland, Maine.