MILWAUKEE--(BUSINESS WIRE)--Sep. 4, 2012--
Journal Communications, Inc. (NYSE:JRN) of Milwaukee, Wisconsin
announced today that its Journal Broadcast Group subsidiary has entered
into a definitive agreement to purchase WTVF NewsChannel 5 Network, a
CBS-affiliated station with an ancillary news and digital channel as
well as a market leading internet property, owned by Landmark Media
Enterprises, LLC ("Landmark") for $215 million in cash plus a working
capital adjustment at closing. Closing is subject to FCC approval.
“We are especially pleased to reach an agreement to purchase NewsChannel
5 in Nashville,” said Steven J. Smith, Chairman and CEO of Journal
Communications. “This station will be a cornerstone asset within Journal
Communications. WTVF TV is an exceptional local news station with an
extraordinary staff that demonstrates its commitment to Nashville every
single day. We are delighted to welcome NewsChannel 5's outstanding team
Frank Batten, Jr., Chairman and CEO of Landmark, said, “We are extremely
proud of what our News Channel 5 team has achieved. We are pleased that,
in Journal, we have a buyer with a great culture and excellent
opportunities for our employees to grow.”
NewsChannel 5 Network consists of NewsChannel 5 (WTVF), NewsChannel 5+,
a This TV affiliate (D3) and NewsChannel5.com, a market leading local
digital news site. NewsChannel 5+ broadcasts on the D2 frequency
offering the only original, local content produced exclusively for the
digital channel. WTVF is the ratings and revenue market share leader in
the Nashville market, as well as one of the top three CBS affiliates in
the nation based on CBS ratings in metered markets.
WTVF provides the Nashville market with award winning news programming,
top-rated local content and leading weather reporting. The station has
been recognized nationally on numerous occasions including: a 2012
DuPont, 2011 National Headliner, 2012 winner of 10 regional Emmy awards,
2011 NPPA National Photographer of the year, and 2011 winner of five AP
Awards including Best Investigation.
Nashville (DMA #29) has a strong local economy driven by large resilient
industries including healthcare, education, government, entertainment,
publishing and insurance. As home to Vanderbilt University and 20 other
accredited four-year and postgraduate institutions as well as numerous
recorded music and music publishing companies, Nashville enjoys a young
vibrant population. These factors have allowed Nashville to outpace the
GDP growth of both Tennessee and the U.S. while also experiencing lower
unemployment than Tennessee and the country as a whole.
The transaction will be structured as a purchase of stock but will be
treated as a purchase of assets under Federal tax rules. The Company
intends to fund the acquisition using available cash on hand and drawing
from its revolving credit facility. In connection with the execution of
the acquisition agreement, the Company has received commitments from
certain of its banks to allow the Company to exercise the "accordion"
feature in the credit facility, resulting in a total capacity of $325
“We are excited to add a top television station with a high performing
team in one of the best markets in America to Journal’s TV and radio
portfolio," said Andre Fernandez, Journal's President and CFO. "This
acquisition also allows us to broaden our TV base with a high quality
television asset, and is consistent with our strategy of increasing
Broadcast’s overall contribution to Journal’s earnings and cash flow."
Methuselah Advisors acted as financial advisor to Journal
Houlihan Lokey Capital, Inc. acted as financial advisor to Landmark
Media Enterprises, LLC.
This press release contains certain forward-looking statements related
to our businesses that are based on our current expectations.
Forward-looking statements are subject to certain risks, trends and
uncertainties, including changes in advertising demand and other
economic conditions that could cause actual results to differ materially
from the expectations expressed in forward-looking statements. All
forward-looking statements should be evaluated with the understanding of
their inherent uncertainty. Our written policy on forward-looking
statements can be found in our most recent Quarterly Report on Form
10-Q, as filed with the Securities and Exchange Commission.
About Journal Communications
Journal Communications, Inc., headquartered in Milwaukee, Wisconsin, was
founded in 1882. We are a diversified media company with operations in
radio and television broadcasting, publishing and interactive media. We
own and operate or provide programming and sales services to 35 radio
stations and 14 television stations in 12 states. We publish the Milwaukee
Journal Sentinel, which serves as the only major daily newspaper for
the Milwaukee metropolitan area, and several community newspapers and
shoppers in Wisconsin. Our interactive media assets build on our strong
publishing and broadcasting brands.
About Landmark Media Enterprises, LLC
Based in Norfolk, VA, Landmark is a privately-held diversified media and
business services concern with interests in newspapers, broadcasting,
specialty classified advertising products, interactive marketing, and
information and data services.
Landmark’s subsidiaries include CBS-TV affiliates NewsChannel5 Network
in Nashville and KLAS-TV in Las Vegas; and Continental Broadband, a data
center provider. Landmark’s newspapers include The (Norfolk)
Virginian-Pilot, the Greensboro (NC) News & Record, The Roanoke (VA)
Times, The Capital (Annapolis, MD), and Landmark Community Newspapers,
which publishes more than 50 community newspapers. Landmark also owns
Dominion Enterprises, a media and information services company serving
employment, franchise recruitment, real estate, automotive, recreation
and industrial markets.
Source: Journal Communications, Inc.
Journal Communications, Inc.
Angela Lois, 414-224-2633
of Investor Relations
Andre Fernandez, 414-224-2884 (Investor
President and CFO