Business
Static flows over tension in sale of TV stations
01:00 AM EST on Tuesday, February 19, 2008
Providence-based Providence Equity Partners said it was “surprised and disappointed” by a lawsuit filed by Clear Channel Communications Inc. to force the private-equity firm to close a purchase of Clear Channel’s television stations.
Clear Channel said in the lawsuit that Providence has dragged its feet in the $1.2-billion deal for the TV stations, a deal Providence has sought since October to renegotiate. A spokesman for Providence Equity, the company run by Brown University graduate Jonathan Nelson, said the firm has been conducting negotiations amicably to “work out a mutually acceptable arrangement in difficult market conditions.”
The deal for the 56 TV stations may not be over, as the two sides may be negotiating through the courts. But Clear Channel believes it can sue to compel Providence to complete the deal, while Providence believes it can’t be forced to close the deal.
The television-station deal is separate from the $19.5-billion sale of Clear Channel to Thomas H. Lee Partners and Bain Capital, and the lawsuit isn’t expected to delay that buyout. The sale includes several Providence radio stations, including WHJJ-AM 920, WHJY-FM, WSNE-FM, and WWBB-FM.
The lawsuit adds another twist in the Clear Channel buyout, which has been in the works for more than a year, dogged by delays and market skepticism.
In the lawsuit over the TV stations, filed in Delaware Chancery Court, Clear Channel wants Providence to complete the deal. But Providence said it was caught off-guard by the lawsuit.
“We are surprised and disappointed that Clear Channel would suddenly bring this baseless lawsuit,” Providence Equity said.
Providence believes Clear Channel has violated the TV-station pact with its lawsuit. The firm said it now believes it doesn’t owe the $46-million breakup fee if the deal falls apart.
“Under the terms of the contract, this fee is no longer payable because Clear Channel has commenced this litigation,” Providence said in a statement.
Clear Channel has asked for an expedited hearing. If the Providence deal drags past the closing of the Clear Channel buyout, the parties would have to refile for regulatory approval for the TV-stations sale.
San Antonio-based Clear Channel Communications Inc. claimed executives of Providence’s Newport Television LLC subsidiary expressed “buyer’s remorse” in October and refused to complete the buyout of stations in cities including Memphis, Tenn., and Syracuse, N.Y., according to a copy of the complaint provided by the broadcaster.
“Newport has no right to walk away from this deal,” Clear Channel said, according to the complaint, which the company said was filed Feb. 15. “Buyer’s remorse is not Clear Channel’s problem.”
Andrew Cole, a spokesman for Providence, said in an e-mailed statement that Newport was in talks with Clear Channel about revising the terms of the buyout. Providence set up Newport to facilitate the buyout of the stations, Cole said.
“We are surprised and disappointed that Clear Channel would suddenly bring this baseless lawsuit as we were trying to work out a mutually acceptable arrangement in difficult market conditions,” he said.
Analysts said concerns about a downturn in advertising tied to a slowing economy may have prompted Providence’s move. Ad sales for radio and TV broadcasters have been falling as automakers cut back ad spending and more advertisers move to the Internet and cable-TV networks.
“It’s quite possible Providence Equity Partners is paying too high a price for advertiser-dependent TV stations,” Fred Moran, an analyst at Stanford Group in Boca Raton, Fla., said in November.
Clear Channel’s lawyers claimed that Newport executives assured the broadcaster they would complete the purchase if deadlines were extended, according to the complaint.
Those assurances turned out to be “an intentional delaying tactic” and “Newport never intended to close the transaction on terms that could be acceptable to Clear Channel,” according to the suit.
Clear Channel’s suit is one of several cases filed in Delaware Chancery Court in the past four months over disputed buyout bids.
Earlier this month, Alliance Data Systems Corp. dropped a lawsuit against Blackstone Group LP after being reassured the New York-based leveraged buyout firm will try to complete its $6.6-billion takeover of the credit-card processor.
SLM Corp., the biggest U.S. student-loan provider, agreed Jan. 28 to drop a lawsuit seeking $900 million in breakup fees from a group led by New York-based buyout firm J.C. Flowers & Co.
Flowers abandoned a $25.3-billion bid for Reston, Va.- based Sallie Mae in July as Congress debated legislation to slash federal subsidies for student loans.
United Rentals, the largest U.S. construction-equipment rental company, lost a bid last month to force Cerberus Capital Management LP to complete its $4-billion takeover of the Greenwich, Conn.-based company.
A Delaware judge ruled that the buyout agreement allowed New York-based Cerberus to pull its offer. Cerberus ultimately paid a $100-million breakup fee to URI.
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