Becoming the latest media company with significant newspaper holdings to beef up its broadcasting operations, Tribune Company said Monday that it has agreed to buy the 19 television stations currently owned by Local TV Holdings for $2.73 billion in cash.
Monday's announcement comes mere months after Tribune emerged from Chapter 11 at the end of 2012 following a contentious four-year bankruptcy process. As The Am Law Daily has previously reported, Sidley Austin racked up millions in fees for steering Tribune through those proceedings, while Chadbourne & Parke represented the company's creditors.
The acquisition of Local TV's stations also comes as Tribune—the nation's second-largest newspaper publisher after Gannett—tries to sell or spin off a stable of periodicals that includes the Chicago Tribune, Los Angeles Times, and The Baltimore Sun.
With Tribune's hedge fund owners—Oaktree Capital among them—pushing to reorganize the company around television assets, the Chicago-based media giant announced in February that it had hired investment banks J.P. Morgan Chase & Co. and Evercore Partners to seek buyers for the newspaper assets. (Politically conservative billionaire brothers Charles and David Koch are among those reportedly interested in buying all or some of Tribune's newspapers.)
Gannett expanded its own television portfolio last month by acquiring station operator Belo Corporation in a deal worth $2.2 billion, including assumed debt. The New York Times notes that Sinclair Broadcasting Group has also been actively adding to its television holdings, spending some $2 billion in a series of deals since the start of 2012.
The deal with Newport, Kentucky–based Local TV—which is principally owned by Oak Hill Capital Partners—brings stations serving 16 markets, including Cleveland, Denver, and St. Louis, into the Tribune fold and nearly doubles the portfolio of TV stations the company owns, to 42. According to a Tribune press release announcing the acquisition, the deal also makes the company—whose existing TV holdings include WGN America and several affiliates of the Fox and CW networks—the country's largest owner of commercial TV stations.
To augment its cash on hand and help fund the transaction—and to potentially refinance existing debt—Tribune has secured up to $4.1 billion in financing from JP Morgan, Bank of America Merrill Lynch, Citigroup, Deutsche Bank, and Credit Suisse. The deal is expected to close by the end of the year, pending the approval of antitrust regulators as well as the Federal Communications Commission.
Debevoise & Plimpton is acting as Tribune's lead legal adviser on the matter. New York–based corporate partners Paul Bird and Jonathan Levitsky are leading a Debevoise team that also includes finance partner Jeffrey Ross, tax partner Peter Furci, and executive compensation chair Lawrence Cagney. Tribune's general counsel is Edward Lazarus, a former Akin Gump Strauss Hauer & Feld partner who joined the company earlier this year, according to sibling publication Corporate Counsel.
Last month, Levitsky led a Debevoise team advising New Young Broadcasting on its all-stock merger with rival TV broadcaster Media General. Bird and Levitsky also led the Debevoise team that advised The Carlyle Group on last year's $3.3 billion purchase of Getty Images.
Covington & Burling is also advising Tribune on the station deal, providing communications regulatory advice with a team led by Washington, D.C.–based media partners Mace Rosenstein and Matthew DelNero. Special counsel Eve Pogoriler and associate Kara Azocar are also working on the matter. Covington also advised Gannett on FCC regulatory aspects of its deal with Belo last month.
For its part, Local TV has hired a team of attorneys from Dow Lohnes to advise on the sale. Corporate partners Kevin Mills and Leonard Baxt are providing counsel to Local TV on the matter, along with communications partner Michael Basile and associate Marc Samuel.
Dow Lohnes advised Oak Hill Capital in 2007 in connection with its purchase of nine television stations from The New York Times Company in a $575 million deal that led to the formation of Local TV.