EX-99.(A)(5)(K) 3 dex99a5k.htm PRESENTATION Presentation
Presentation to the Special Committee
April 1, 2009
Strictly Private & Confidential
PROJECT FAIRWAY
Exhibit (a)(5)(K)
G
LEACHER
PARTNERS

GLEACHER
PARTNERS
Disclaimer
PROJECT FAIRWAY
The following discussion materials are highly confidential and constitute privileged information.  These materials are intended only for the
Directors of the Special Committee (the “Special Committee”) of the Board of Directors of Cox Radio, Inc. (“Cox Radio” or the “Company”),
in evaluating the proposed transaction described herein involving Cox Media Group, Inc. (“Media”), a wholly owned subsidiary of Cox
Enterprises, Inc. (“Enterprises”) and Cox Radio and were not prepared with a view to public disclosure or to conform with any disclosure
standards under applicable securities laws or otherwise. These materials may not be copied, reproduced, distributed or shared with any
other persons for any reason without the explicit written permission of Gleacher Partners LLC (“Gleacher”), except as required by law.
These materials are not intended to provide the sole basis for evaluating the proposed transaction with Cox Radio, do not purport to
contain all information that may be required for any such evaluation and should not be considered a recommendation with respect to any
transaction.  In addition, these materials are not complete without the accompanying oral discussion.  No single analysis contained herein
can be deemed more or less important than any other analysis and these analyses must be considered, in their totality, with the oral
discussion.
These materials have been prepared by relying, with Cox Radio’s agreement, on information provided by or otherwise made available to us
by Cox Radio and public sources and through discussions with members of Cox Radio senior management concerning the business and
financial condition, earnings, cash flow, assets, liabilities and prospects of Cox Radio as a whole.  In particular, financial projections have
been based upon management’s current best estimates on the Company’s future operating performance.
We have assumed and relied on the accuracy and completeness of all such information and on the reasonable preparation, based on the
best currently available information, of any assumptions or forecasts, in each case supplied or otherwise made available to us by Cox
Radio.  Neither Gleacher nor any of its officers, directors, employees, affiliates, advisors, agents or representatives represents or warrants
the accuracy or completeness of any of the material set forth herein, and, in particular, no representation or warranty is or can be made as
to the accuracy and achievability of any such projections or estimates.
We have not assumed responsibility for independently verifying any such information nor undertaken an independent evaluation or
appraisal of the assets or liabilities, contingent or otherwise, of Cox Radio or any other entity.

G
LEACHER
PARTNERS
Table of Contents
PROJECT FAIRWAY
Section
Page
I.
Transaction Overview
Introduction
.............................................................................................................
1
Summary of Key
Terms
..........................................................................................
2
Purchase Price Summary
.......................................................................................
3
II.
Valuation
Analysis
Methodology Overview
............................................................................................
4
Historical Trading Analysis
.....................................................................................
5
LTM Share Price Performance
...............................................................................
6
Cox Radio Financial Overview................................................................................
7
Selected Public
Company Analysis.........................................................................
8
Minority Interest Premiums Paid
Analysis..............................................................
10
Discounted Cash Flow Analysis..............................................................................
11
Financial Covenant Analysis...................................................................................
12
Appendix
A.
Selected Public Company
Analysis –
Company Descriptions
................................
13
B.
Minority Interest Premiums Paid
Analysis..............................................................
15
C.
Discounted Cash Flow Analysis
..............................................................................
16
D.
Weighted Average Cost of Capital (“WACC”)
Analysis...........................................
17
E.
Financial Covenant Analysis....................................................................................
18

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PROJECT FAIRWAY
Transaction Overview
This presentation summarizes the financial and other analyses conducted by Gleacher Partners LLC (“Gleacher”), pertaining to a proposed
acquisition
(the
“Acquisition”)
of
Cox
Radio,
Inc.’s
(“Cox
Radio”
or
the
“Company”)
outstanding
shares
of
Class
A
Common
Stock
by Cox
Media Group, Inc. (“Cox Media”) that Cox Media does not already own, in accordance with the Tender Offer followed by a Short-Form
Merger
The Directors of Cox Radio’s Special Committee of the Board of Directors of Cox Radio have asked for Gleacher’s opinion as to whether
the consideration to be received by the Company’s Class A Common Stockholders, other than affiliates of Cox Enterprises, pursuant to the
Tender Offer followed by a Short-Form Merger is fair, from a financial point of view, to such shareholders
In rendering our opinion, we reviewed materials, conducted analyses and made assumptions as more fully described in the Gleacher
opinion letter to be provided separately
Introduction

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PARTNERS
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2
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PROJECT FAIRWAY
Transaction Overview
Summary of Key Terms
Offer Price Per Share
Total Purchase Price
of Equity
(1)
Form of Transaction
Form of
Consideration
Proposed Financing
Other Material Terms
/ Conditions
•
The Tender
Offer
will
remain
open
until
12:00
midnight,
New
York
City
time,
on
April
17,
2009
unless
extended by Cox Media and Cox Enterprises
•
Majority
of
Class
A
Common
Stock
not
already
owned
by
Cox
Media,
Cox
Enterprises
or
their
respective
affiliates
or
the
directors
and
executive
officers
of
Cox
Radio,
Cox
Media
and
Cox
Enterprises
are
tendered
(not waivable)
•
No Material Adverse Change
•
90% tender condition
•
No order or decree enjoining the consummation of the offer
(1) 
As of 03/17/09 from management report dated 03/19/09, Class A unrestricted Common Stock outstanding of 20,335,790.  16,743,836 Class A Common Stock are not already
beneficially
owned
by
Cox
Enterprises
(3,591,954
shares
owned
by
Cox
Enterprises),
resulting
in
a
total
equity
purchase
price
of
$63.6
million.
Calculation
excludes
414,874
restricted shares outstanding as of 03/17/09.
•
Available cash and existing Cox Enterprises revolver capacity
•
Tender Offer for all outstanding shares of Class A Common Stock (not owned by Cox Media and Cox
Enterprises) followed by a Short-Form Merger at the same price
•
All cash
•
$63.6 million
•
$3.80

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PARTNERS
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3
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PROJECT FAIRWAY
2008A
2009E
Revenue
$410
$354
EBITDA
132
82
EV / Revenue
1.69x
1.96x
EV / EBITDA
5.3
8.5
2008A
2009E
Revenue
$410
$342
EBITDA
132
69
EV / Revenue
1.69x
2.03x
EV / EBITDA
5.3
10.1
Offer Price Per Share
$3.80
52-Week High (05/15/08)
13.05
52-Week Low (03/10/09)
3.01
Premium / (Discount) to Pre-Announcement Prices
1-Day
15.2%
1-Week
16.9%
4-Weeks
(24.9%)
Common Shares Outstanding
79.1
Restricted Stock and Options
0.4
Fully Diluted Shares
79.5
Fully Diluted Equity Value
$302
Plus: Net Debt
393
Aggregate Value
$695
(4)
Transaction Overview
Purchase Price Summary
($ in Millions, Except per Share, Shares in Millions)
(1)
Source: Bloomberg.  High and low prices per share taken at the end of day closing market prices.
(2)
1-day, 1-week and 4-weeks premium / (discount) calculated using end of day closing market prices from Bloomberg as of 03/20/09, 03/16/09 and 02/23/09, respectively. 
(3)
Consists of 20,335,790 Class A unrestricted Common Shares and 58,733,016 Class B Common Shares.
(4)
If the Short-Form Merger is completed, restricted stock will vest and be eligible for tender at $3.80 per share. As of 03/17/09, there were 414,874 restricted shares outstanding. It is
unlikely that the options would vest as there are 5.0 million options outstanding at a weighted average strike price of $22.31.
(5)
Cash and debt figures from Cox Radio balance sheet as of 02/28/09. Net debt consists of $390.1 million in debt and ($2.5) million in cash and cash equivalents.
(6)
Management Case estimates from the forecast dated 03/06/09 reflecting actual February 2009 results, hereinafter referred to as the February Forecast.
(7)
Market Case estimates from IBES 03/27/09.
Purchase Price Summary
Transaction Statistics –
Management Case
(6)
Transaction Statistics –
Market Case
(7)
(5)
(1)
(1)
(3)
(2)
(2)
(2)

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PARTNERS
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PROJECT FAIRWAY
Valuation Analysis
Methodology Overview
Discounted Cash
Flow Analysis
Gleacher has performed a number of analyses to assess the fairness, from a financial point of view, to Cox
Radio Shareholders of the consideration to be paid under the terms of the proposed Acquisition.
(1)
(1) 
Gleacher notes that the preparation of a fairness opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description.  The analyses must            
be considered as a whole and selecting portions of Gleacher’s analyses, without considering all analyses, would create an incomplete view of the process underlying its opinion.
Financial Covenant
Analysis
A theoretical analysis of the present aggregate value of the projected free cash flows of Cox Radio based on the 
projections provided to Gleacher by Cox Radio management
An analysis of the future cash flows of Cox Radio based on projections provided by Cox Radio’s management
and the potential impact of those future cash flows on Cox Radio’s financial debt covenants
An analysis of premiums paid for minority interests in cash transactions in the US during the last five years
Premiums Paid
Analysis
An analysis
of
the
premium
paid
by
Cox
Media
for
Cox
Radio
based
on
Cox
Radio’s
historical
share
prices
Historical Trading
Analysis
An analysis of the current trading multiples of selected publicly traded companies that Gleacher deemed relevant
and a comparison of those trading multiples to the implied multiples of the Acquisition
Selected Public
Company Analysis

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PROJECT FAIRWAY
Cox Radio
Offer Price
Date
Share Price
Prem. / (Disc.)
Offer Price Per Share
03/23/09
$3.80
-
Closing Price Prior to Offer
03/20/09
3.30
15.2%
1-Week
03/16/09
3.25
16.9%
2-Weeks
03/09/09
3.05
24.6%
4-Weeks
02/23/09
5.06
(24.9%)
1 Month Average
-
4.07
(6.5%)
3 Month Average
-
5.08
(25.2%)
6 Month Average
-
5.88
(35.4%)
52-Week High
05/15/08
13.05
(70.9%)
52-Week Low
03/10/09
3.01
26.2%
52-Week Average
-
8.75
(56.6%)
Valuation Analysis
Historical Trading Analysis
(1)
(1)
Source: End of day closing market price from Bloomberg. 
(2)
1-week, 2-weeks and 4-weeks prior premiums calculated as of end of day closing market price’s from Bloomberg as of 03/16/09, 03/09/09 and 02/23/09, respectively.
Historical Trading Analysis
(2)
(2)
(2)

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PARTNERS
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6
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PROJECT FAIRWAY
(100%)
(80%)
(60%)
(40%)
(20%)
0%
20%
03/27/08
06/27/08
09/27/08
12/27/08
03/27/09
S&P 500
Radio Broadcasting Index
Cox Radio
Valuation Analysis
LTM Share Price Performance
(1)
(1) 
Source: Capital IQ as of 03/27/09.
(2) 
See page
9
for
list
of
selected
public
companies
included
in
the
Radio
Broadcasting
Index.
Cox Radio LTM High (05/15/08)
Price
$13.05
Offer Prem. (Disc.)
(70.9%)
Cox Radio LTM Low (03/10/09)
Price
$3.01
Offer Prem. (Disc.)
26.2%
(85.7%)
(66.8%)
(38.5%)
(2)

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PROJECT FAIRWAY
Market Estimates
(6)
Revenue
$354
$352
Growth
(13.6%)
(0.7%)
EBITDA
$82
$80
Margin
23.1%
22.7%
Fiscal Year Ended December 31,
2003A
2004A
2005A
2006A
2007A
2008A
2009E
2010E
Revenue
$426
$438
$438
$441
$445
$410
$342
$350
Growth
1.3%
2.9%
(0.1%)
0.6%
1.0%
(7.8%)
(16.7%)
2.5%
Operating Cash Flow
$151
$159
$165
$167
$160
$128
$74
$76
Margin
35.5%
36.3%
37.8%
37.8%
36.1%
31.1%
21.6%
21.8%
EBITDA
$151
$159
$162
$162
$154
$132
$69
$69
Margin
35.5%
36.2%
37.1%
36.8%
34.6%
32.1%
20.2%
19.6%
EBIT
$139
$147
$151
$151
$143
$121
$58
$58
Margin
32.7%
33.5%
34.5%
34.2%
32.1%
29.6%
17.1%
16.5%
EBITDA – Capex
$141
$150
$151
$150
$144
$124
$62
$51
Valuation Analysis
Cox Radio Financial Overview
($ in Millions)
(1)
Source: Company filings and Management Projections.
(2)
Operating Cash Flow = EBITDA + Long-Term Incentive Plan Expense.
(3)
2009 estimates from February Forecast.
(4)
2010E Operating Cash Flow projection uses 2009E as a base year and applies a 3.5% growth rate, which was determined after our 03/27/09 discussions with management. D&A,
Long-Term
Incentive
Plan
(“LTIP”)
and
CapEx
are
the
dollar
amounts
from
October
2008
Long
Range Plan. 
(5)
In 2008, Operating Cash Flow was less than EBITDA due to the reversal of previously expensed performance units.
(6)
Market estimates from IBES as of 03/27/09.
(2)
Historical and Management’s Projected Financials
(3)
(4)
(5)
(1)

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PROJECT FAIRWAY
Valuation Analysis
Selected Public Company Analysis
Summary of Selected Public Company Analysis
(1)
Source:
Company
filings,
Bloomberg,
Secondary
Market
Intelligence
and
Wall
Street
Research.
All
figures
adjusted
for
unusual
/
non-recurring
items
and
calendarized
to
December
FYE for comparative purposes.  Projections from IBES and from Wall Street Research when IBES estimates were unavailable. Market statistics as of 03/27/09.
(2)
Market
value
of
debt
defined
as
book
value
of
debt
multiplied
by
most
recent
trading
price
for
each
tranche
of
traded
debt.
Bond
prices
from
Bloomberg
and
bank
debt
prices
from
Secondary
Market
Intelligence.
For
unpriced
tranches
of
debt,
estimated
market
value
is
equal
to
the
average
closing
price
of
the
available
publicly
quoted
debt
prices
of
the
selected
public
company
universe.
Cox
Radio
debt
assumed
to
be
priced
at
par.
(2)
Book Value of Debt
Market Value of Debt
EV / Revenue
EV / EBITDA
EV / Revenue
EV / EBITDA
2008A
2009E
2008A
2009E
2008A
2009E
2008A
2009E
Mean
1.86x
2.11x
7.1x
9.1x
0.83x
0.94x
3.1x
3.9x
Median
1.99
2.18
7.1
9.2
0.88
1.02
3.0
4.0
High
2.43
2.62
9.2
16.5
1.31
1.40
4.5
8.6
Low
1.02
1.11
4.3
5.0
0.46
0.50
1.9
2.2
Cox Radio @ Offer Price –
Management Est.
1.69x
2.03x
5.3x
10.1x
1.69x
2.03x
5.3x
10.1x
Cox Radio @ Offer Price –
Market Est.
1.69
1.96
5.3
8.5
1.69
1.96
5.3
8.5
(1)

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PROJECT FAIRWAY
Source: Company filings, Bloomberg, Secondary Market Intelligence and Wall Street Research.  All figures adjusted for unusual / non-recurring items and calendarized to 
December FYE for comparative purposes.  Projections from IBES and from Wall Street Research when IBES estimates were unavailable.  Market statistics as of 03/27/09.
Market value of debt defined as book value of debt multiplied by most recent trading price for each tranche of traded debt.  Bond prices from Bloomberg and bank debt prices from 
Secondary Market Intelligence.  For unpriced tranches of debt, estimated market value is equal to the average closing price of the available publicly quoted debt prices of the 
selected public company universe.  Cox Radio’s debt assumed to be priced at par.
There are no public quotes for Beasley Broadcasting specific debt. Estimated market value is equal to the book value of debt multiplied by the average closing price of the available 
publicly quoted debt prices of the selected public company universe.
Market value of debt statistics for Emmis includes $143.8 million of preferred shares priced to trading as of 03/27/09 ($1.50 per $100 face value). 
Beasley Broadcast EV / EBITDA multiples excluded from 2008A and 2009E mean and median calculations.
Cox Radio Equity Value calculated using share price equal to Offer Price of $3.80 per share. Fully diluted share amount for selected public company analysis includes dilution of 
restricted stock that would vest if the transaction were completed. 
Book Value of Debt
Market Value of Debt
Sh. Price
Equity
Ent.
EV / Revenue
EV / EBITDA
Ent.
EV / Revenue
EV / EBITDA
Company
03/27/09
Value
Value
2008A
2009E
2008A
2009E
Value
2008A
2009E
2008A
2009E
Entercom Communications
$1.26
$46
$875
1.99x
2.27x
6.4x
8.6x
$423
0.96x
1.10x
3.1x
4.2x
Cumulus Media
1.07
44
687
2.21
2.61
7.8
9.6
283
0.91
1.07
3.2
3.9
Beasley Broadcast
1.90
43
214
1.76
2.18
8.3
16.5
111
0.92
1.14
4.3
8.6
Radio One
0.41
30
685
2.16
2.50
7.4
10.3
279
0.88
1.02
3.0
4.2
Citadel Broadcasting
0.06
17
2,100
2.43
2.62
8.4
9.8
745
0.86
0.93
3.0
3.5
Emmis Communications
0.46
17
576
1.67
1.89
9.2
12.3
186
0.54
0.61
3.0
4.0
Saga Communications
3.94
17
143
1.02
1.11
4.3
5.0
64
0.46
0.50
1.9
2.2
Salem Communications
0.48
11
335
1.52
1.67
6.7
8.8
141
0.64
0.70
2.8
3.7
Regent Communications
0.14
6
194
2.01
2.15
6.9
8.2
126
1.31
1.40
4.5
5.3
Mean
1.86x
2.11x
7.1x
9.1x
0.83x
0.94x
3.1x
3.9x
Median
1.99
2.18
7.1
9.2
0.88
1.02
3.0
4.0
High
2.43x
2.62x
9.2x
16.5x
1.31x
1.40x
4.5x
8.6x
Low
1.02
1.11
4.3
5.0
0.46
0.50
1.9
2.2
Cox Radio (Mgmt. Estimates)
$3.80
$302
$695
1.69x
2.03x
5.3x
10.1x
1.69x
2.03x
5.3x
10.1x
Cox Radio (Market Estimates)
3.80
302
695
1.69
1.96
5.3
8.5
1.69
1.96
5.3
8.5
Valuation Analysis
Selected Public Company Analysis (Cont.)
($ in Millions, Except Per Share)
Selected Public Company Analysis
(5)
(2)
(6)
(6)
(5)
(4)
(3)
(1)
(1)
(2)
(3)
(4)
(5)
(6)

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PROJECT FAIRWAY
Valuation Analysis
Minority Interest Premiums Paid Analysis
(1)
(1)
See page 15 for details.
(2)
Premium
calculated
using
the
initial
offer
price
and
the
one
day
and
four
weeks
prior
to
the
initial
offer.
(3)
Premium calculated using the final offer price and the one day and four weeks prior to the initial offer.
(4)
Cox Radio at Offer Price of $3.80 per share.
Representative
Final
Offer
Premiums
(3)
Transaction Analysis
Examined 15 minority interest transactions that occurred since
01/01/04
Transactions include a variety of situations including where:
–
Special Committees were formed (13) and were not formed
(2)
–
Approval from the Special Committee was required as a
condition of closing (9) and was not required for the
transaction to close (6)
–
The Special Committee recommended the offer (9) and
rejected the offer (3). In the other cases (3), the Special
Committee was not formed or has recently been formed and
hence no response was or has been made
–
Transactions were completed (10), cancelled (4) and pending
(1)
Representative
Initial
Offer
Premiums
(2)
Cox Radio
15%
(25%)
(4)
Initial Offer Premium (Discount) to Prior
1-Day
4-Weeks
Mean
26%
30%
Median
16%
12%
High
95%
147%
Low
6%
(1%)
Final Offer Premium (Discount) to Prior
1-Day
4-Weeks
Mean
36%
39%
Median
32%
26%
High
95%
147%
Low
7%
7%

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PROJECT FAIRWAY
Valuation Analysis
Discounted Cash Flow Analysis
(1)
(1)
Full analysis shown in Appendix on pages 16 and 17.
(2)
2009 estimates for D&A, Capital Expenditure, Signal Upgrade Costs, Long-Term Incentive Plans (“LTIP”) and change in Working Capital from the February Forecast.
(3)
Debt stated at par value.
(4)
Cox Communication’s $500 million 5.5% Senior Unsecured Notes due 10/01/15 have a yield to maturity of 7.849% as of 03/27/09.
Assumptions
Implied Price Per Share
2009E Operating Cash Flow based on February Forecast with
subsequent years modeled by applying growth expectations in-line
with the December 2008 Long Range Plan to 2009E operating
cash flow
D&A, Capital Expenditures, Signal Upgrade Costs, Long-Term
Incentive Plan and changes in Working Capital are the dollar
values
from
December
2008
Long
Range
Plan
(2)
Taxes are calculated by applying effective tax rate as per October
2008 Long Range Plan and adding back the net deferred taxes as
per Company management
Analysis assumes 03/31/09 valuation date and $392.5 million of
net
debt
consisting
of
$390.1
million
in
debt
and
($2.5)
million
in
cash
and
cash
equivalents
as
of
02/28/09
balance
sheet
(3)
Free cash flows calculated from 03/31/09 to 12/31/13 and then
terminal value calculation is applied thereafter
Analysis assumes a range of 1.0% to 3.0% growth rate for the
perpetuity growth method
Analysis uses a range of WACC values between 9.0% to 12.0%
Analysis
assumes
8.0%
pretax
cost
of
debt
(4)
WACC
9.0%
10.0%
11.0%
12.0%
1.0%
$2.59
$1.81
$1.19
$0.67
2.0%
3.33
2.37
1.62
1.01
3.0%
4.32
3.09
2.16
1.43

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PROJECT FAIRWAY
Valuation Analysis
Financial Covenant Analysis
(1)
($ in Millions)
(1) 
Source: Historical figures from Cox Radio filings and estimates as per Cox Radio’s management Free Cash Flow and Debt Ratio Analysis from February 2009 Forecast.
(2) 
Operating Cash Flow calculated as EBITDA less unusual / one-time charges and plus Long-Term Incentive Plan (“LTIP”) expenses.
(3) 
Headroom defined as LTM Operating Cash Flow less Minimum Operating Cash Flow to maintain covenant compliance depending on the level of debt leverage from the
corresponding period.
(4) 
Leverage ratio calculated as Net Debt / Operating Cash Flow.  Cox Radio is also subject to a minimum coverage ratio of EBITDA / Interest Expense of 2.0x. There is significant
headroom under this covenant due to Cox Radio’s interest rate of L + 62.5 basis points.  As of 12/31/08, the coverage ratio was 9.1x.
$153
$145
$128
$107
$90
$79
$74
$32
$37
$35
$24
$11
$20
$24
$19
$159
0
50
100
150
$200
1Q08A
2Q08A
3Q08A
4Q08A
1Q09E
2Q09E
3Q09E
4Q09E
Historical and Projected Operating Cash Flow
(2)
2.31x
2.84x
3.13x
3.65x
4.93x
4.63x
4.28x
2.13x
0.0
1.5
3.0
4.5
6.0x
1Q08A
2Q08A
3Q08A
4Q08A
1Q09E
2Q09E
3Q09E
4Q09E
Historical and Projected Leverage Ratio
(4)
LTM Operating Cash Flow
Quarterly Operating Cash Flow
Headroom
(3)
:
$91
$82
$63
$48
$29
$13
$6
$1
Total Leverage Covenant Maximum: 5.0x
Net Debt:
$339
$353
$413
$399
$391
$386
$367
$366

GLEACHER
PARTNERS
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13
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PROJECT FAIRWAY
Appendix
Selected Public Company Analysis –
Company Descriptions
(1)
Company
Description
Beasley Broadcast Group, Inc.
Beasley Broadcast Group, Inc. engages in acquiring, developing and operating radio stations in the US. It broadcasts
programming and promotional content. The Company also sells commercial advertising airtime. Beasley Broadcast
Group owns and operates 44 radio stations primarily on the East Coast. The Company was founded in 1961 and is
based in Naples, Florida.
Citadel Broadcasting Corporation
Citadel Broadcasting Corporation operates as a radio broadcasting company in the US. The Company owns and
operates 165 FM and 58 AM radio stations in 50 markets located in 27 states and the District of Columbia. It produces
and distributes various programs and formats to affiliates, including syndicated talk and music programs. The Company
was founded in 1984 and is based in Las Vegas, Nevada.
Cumulus Media, Inc.
Cumulus Media, Inc., a radio broadcasting company, engages in the acquisition, operation and development of
commercial radio stations in mid-size radio markets in the US. The Company, through its investment in Cumulus Media
Partners, LLC, also operates radio station clusters serving large-sized markets. As of December 31, 2008, it owned and
operated 315 radio stations in 59 mid-sized media markets in the US and 32 radio stations in 9 markets, including San
Francisco, Dallas, Houston and Atlanta. The Company was founded in 1997 and is based in Atlanta, Georgia.
Emmis Communications Corp.
Emmis Communications Corporation operates as a radio broadcasting company in the US. The Company also
operates an international radio business with stations in Belgium, Slovakia, Hungary and Bulgaria. In addition, it
publishes various city and regional magazines and engages in various businesses, such as Web site design and
development, consulting and broadcast tower leasing, as well as operating a news information radio network in Indiana.
Emmis owns and operates 7 FM radio stations in New York, Los Angeles and Chicago; and 14 FM and 2 AM radio
stations in St. Louis, Austin, Indianapolis and Terre Haute, Indiana. Emmis Communications Corporation was founded
in 1981 and is based in Indianapolis, Indiana.
Entercom Communications Corp. 
Entercom Communications Corp., a radio broadcasting company, engages in the acquisition, development and
operation of radio stations in the US. The Company’s stations provide various programming formats, such as news,
talk, classic rock, adult contemporary, alternative, oldies and jazz. As of February 11, 2009, it operated a portfolio of
110 radio stations in 23 markets, including San Francisco, Boston, Seattle, Denver, Portland, Sacramento and Kansas
City. The Company was founded in 1968 and is based in Bala Cynwyd, Pennsylvania.
(1) 
Source: Capital IQ.

GLEACHER
PARTNERS
-
14
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PROJECT FAIRWAY
Appendix
Selected Public Company Analysis –
Company Descriptions (Cont.)
(1)
Company
Description
Radio One, Inc.
Radio One, Inc. operates as a radio broadcasting company, primarily targeting the African-American and urban
listeners, in the US. The Company also engages in the acquisition and investment of other media properties. As of
December 31, 2008, it owned and operated 53 radio stations located in 16 urban markets in the US. In addition, the
Company owns interests in TV One, a cable television network targeted primarily towards African-Americans; Reach
Media, which operates the Tom Joyner Morning Show and related businesses; Giant Magazine, an urban-themed
music and lifestyle magazine; and Community Connect Inc., which operates as an online social networking company
targeted at African-Americans. The Company was founded in 1980 and is based in Lanham, Maryland.
Regent Communications, Inc.
Regent Communications, Inc., a radio broadcasting company, engages in the acquisition, development and operation
of radio stations in mid-sized markets in the US. It sells local, regional and national advertising for broadcast on radio
stations. The Company owns 49 FM and 13 AM radio stations in 13 markets. The Company was founded in 1996 and
is based in Cincinnati, Ohio.
Saga Communications Inc.
Saga Communications, Inc., a broadcast company, engages in the acquisition, development and operation of radio and
television stations in the US. Its radio stations offer various programming formats, including classic hits, adult
contemporary, classic rock, news/talk, country and classical. The Company’s television stations comprise CBS, ABC,
Fox, Univision, NBC, MYTV and Telemundo affiliates. Saga Communications also develops local programming,
including a local news franchise in its television markets. The Company owns and operates 91 radio stations, 5
television stations, 4 low-power television stations and 5 radio information networks serving 26 markets. Saga
Communications was founded in 1986 and is headquartered in Grosse Pointe Farms, Michigan.
Salem Communications Corporation
Salem Communications Corporation operates as a commercial radio broadcasting company in the US. It owns and
operates a variety of Christian radio stations in metropolitan markets. It also owns and operates a national radio
network that syndicates music, news and talk to approximately 2,000 affiliated radio stations. In addition, the Company
provides online Christian content and streaming, as well as publishes Christian magazines and books targeting the
Christian audience. Further, it contracts with individual radio stations to sell air time to national advertisers. As of
December 31, 2008, the Company owned and operated 93 radio stations consisting of 27 FM stations and 66 AM
stations. Salem Communications Corporation was founded in 1986 and is headquartered in Camarillo, California.
‘
(1) 
Source: Capital IQ.

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15
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PROJECT FAIRWAY
Appendix
Minority Interest Premiums Paid Analysis
(1)
Representative Premiums Paid
(5)
(6)
(2)
(3)
(3)
Final Offer
Special Committee
% Owned
Offer per Share
Premium to Prior
Approval
Ann. Date
Status
Target
Acquiror
Prior to Offer
Initial
Final
1-Day
4-Week
Formed
Response
Required
03/25/09
Pend.
Hearst-Argyle Television
Hearst Corp.
82%
$4.00
NA
91%
144%
Yes
NA
No
10/22/08
Canc.
Buckeye GP Holdings
ArcLight
and Kelso & Co.
62%
17.00
17.50
22%
14%
Yes
Rejected
Yes
03/10/08
Compl.
Nationwide Financial Services
Nationwide
67%
47.20
52.25
38%
29%
Yes
Approved
Yes
10/23/07
Compl.
Waste Industries USA
Mgmt., Macquarie & GS
51%
36.75
38.00
33%
31%
Yes
Approved
Yes
08/24/07
Canc.
Hearst-Argyle Television
Hearst Corp.
73%
23.50
23.50
15%
12%
Yes
Rejected
No
07/18/07
Compl.
Alfa Corp.
The Mutual Group
55%
17.60
22.00
45%
36%
Yes
Approved
Yes
02/23/07
Compl.
Great American Financial Res.
American Financial Group
81%
23.50
24.50
13%
11%
Yes
Approved
Yes
10/09/06
Compl.
NetRatings
VNU Group BV
60%
16.00
21.00
44%
46%
Yes
Approved
Yes
03/17/06
Compl.
William Lyon Homes
General William Lyon
72%
93.00
109.00
44%
27%
Yes
Approved
No
03/21/06
Compl.
Erie Family Life Insurance Co.
Erie Indemnity
75%
32.00
32.00
7%
21%
No
NA
No
09/01/05
Compl.
7-Eleven, Inc.
Seven-Eleven Japan Co.
73%
32.50
37.50
32%
14%
Yes
Approved
No
04/27/05
Canc.
William Lyon Homes
General William Lyon
75%
82.00
82.00
9%
7%
Yes
Rejected
Yes
04/14/05
Compl.
Rubicon Medical Corp.
Boston Scientific
54%
2.94
2.94
95%
147%
No
NA
No
08/02/04
Compl.
Cox Communications
Cox Enterprises
62%
32.00
34.75
26%
25%
Yes
Approved
Yes
02/20/04
Canc.
Johnson Outdoors
The Johnson Family
53%
18.00
20.10
19%
26%
Yes
Approved
Yes
Mean
66%
36%
39%
Median
67%
32%
26%
High
82%
95%
147%
Low
51%
7%
7%
(4)
Source: Company filings. Criteria includes US-based targets in minority transaction deals (tender offers and mergers) since 01/01/04. Consideration paid in all cash. Also
excludes deals whereby a third party acquires a majority shareholding from a current majority shareholder that triggers an immediate tender offer for the minority shares.
Excludes the acquisition of Eon Labs by Novartis and the acquisition of Genencor by Danisco due to a third party acquiring a significant stake prior to launching a tender offer.
Responses marked “NA” when the Special Committee was not formed or has recently been formed and hence no response was or has been given.
 
Figures represent initial offer to prior 1-day and 4-week closing prices. Included for comparative purposes. 
 
All of the Erie Family Life Insurance Directors were deemed non-independent and hence no Special Committee was formed.
 
Boston Scientific exercised its option to acquire 50% of the outstanding stock from company management which triggered a mandatory offer for the remaining shares.
 
The Johnson Outdoors tender offer required the affirmative vote of two-thirds of the Class A votes not held by members of the Johnson Family. 
(1)
(2)
(3)
(4)
(5)
(6)

GLEACHER
PARTNERS
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16
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PROJECT FAIRWAY
Terminal Year (2013E) Free Cash Flow
$45.4
Terminal Value (2.0% Terminal Growth)
578.7
Value of Future Deferred Taxes
18.9
Total Value
$597.6
Discount Period
4.75
Discount Rate (WACC =  10.0%)
0.64
Discounted Terminal Value
$380.0
Enterprise Value
$579.8
Less: Net Debt
(392.5)
Equity Value
$187.3
Shares Outstanding
79.1
Implied Value Per Share
$2.37
2009E
2010E
2011E
2012E
2013E
Operating Cash Flow
$55.2
$76.2
$78.8
$81.6
$84.9
Less: LTIP
(3.4)
(7.6)
(10.0)
(12.4)
(14.7)
EBITDA
$51.8
$68.5
$68.9
$69.2
$70.2
Less: D&A
(8.0)
(10.9)
(11.3)
(11.5)
(11.8)
EBIT
$43.8
$57.7
$57.6
$57.8
$58.4
Less: Taxes
(17.5)
(23.4)
(23.4)
(23.5)
(23.8)
Tax-Effected EBIT
$26.3
$34.3
$34.2
$34.3
$34.6
Plus: D&A
8.0
10.9
11.3
11.5
11.8
Plus: Deferred Taxes
16.2
21.3
20.8
19.5
17.0
Plus: LTIP
3.4
7.6
10.0
12.4
14.7
Less: Capex
(5.1)
(17.7)
(17.7)
(15.1)
(14.4)
Less: Signal Upgrade Costs
(13.4)
(10.1)
(10.1)
0.0
0.0
Less: Inc. in WC
0.0
(0.7)
(0.8)
(1.1)
(1.2)
Free Cash Flow
$35.5
$45.6
$47.6
$61.5
$62.3
Discount Period
0.375
1.250
2.250
3.250
4.250
Discount Rate (WACC =  10.0%)
0.965
0.888
0.807
0.734
0.667
Discounted Free Cash Flow
$34.2
$40.4
$38.4
$45.1
$41.6
Present Value of Free Cash Flows
$199.8
Appendix
Discounted Cash Flow Analysis                
($ in Millions, Except Per Share, Shares in Millions)
Free Cash Flow Valuation
Terminal Value –
Perpetual Growth
(1)
2009 estimates from February Forecast.  2010E-2013E Operating Cash Flows use 2009E as a base year and grow Operating Cash Flows by 3.5%, 3.5%, 3.5% and 4.0%,
respectively. D&A, LTIP, CapEx, Signal Upgrade Costs and increase in Working Capital (“WC”) are the dollar amounts from the October 2008 Long Range Plan except where
noted. Taxes calculated off EBIT using rates given in the October 2008 Long Range Plan. Deferred Taxes are the dollar amount from the October 2008 Long Range Plan. 
Valuation as of 03/31/09.
(2)
2009E includes 9 months of 2009E by multiplying full-year 2009 projections by 0.75.
(3)
From
discussions
with
management,
Signal
Upgrade
Costs
scheduled
for
2010E
in
the
October
Long
Range
Plan
likely
to
be
spread
equally
over
2010E
and
2011E.
(4)
Terminal Year Free Cash Flow for terminal value calculation excludes Deferred Taxes. The value of Deferred Taxes after 2013 is valued separately.
(5)
Value of Future Deferred Taxes refers to present value as of 12/31/13 of Deferred Taxes after 2013. Value of Future Deferred Taxes calculated using Cox Radio’s Summary of
Deferred Taxes as of 12/31/08 less offsets determined from 03/30/09 discussions with management.
(2)
(3)
(4)
(5)
(1)

GLEACHER
PARTNERS
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17
-
PROJECT FAIRWAY
Appendix
Weighted Average Cost of Capital (“WACC”) Analysis
WACC Analysis
WACC Sensitivity Analysis
Asset Beta
0.80
0.90
1.00
1.10
1.20
6.0%
9.2%
9.7%
10.3%
10.8%
11.4%
7.0%
9.4%
10.0%
10.5%
11.1%
11.6%
8.0%
9.7%
10.2%
10.8%
11.3%
11.9%
9.0%
9.9%
10.5%
11.0%
11.6%
12.1%
10.0%
10.2%
10.7%
11.3%
11.8%
12.4%
WACC
10.8%
Asset Beta
(1)
1.00
Target Equity Percentage
(2)
60.0%
Target Debt Percentage
40.0%
Relevered
Equity Beta
(3)
1.41
Market Risk Premium
(4)
6.5%
Risk Free Rate
(5)
2.8%
Size Premium
(6)
2.7%
Expected Cost of Equity
14.7%
Expected Cost of Debt
(7)
8.0%
 
Due to the highly leveraged capital structure of the peer group, the unlevered asset Betas are near zero and thus not relevant for this WACC analysis. Bloomberg’s calculation
of Cox Radio’s raw equity beta is 0.832.  Bond & Pecaro’s “Fair Market Valuation of Cox Radio, Inc. As Of December 31, 2008” uses an unlevered asset beta of 1.23.  
 
Gleacher estimate for the capital structure of Cox Radio under normal market conditions.
 
Relevered Equity Beta based on Gleacher estimate for capital structure of Cox Radio under normal market conditions.
 
The long-horizon expected Equity Risk Premium. Source: "Stocks, Bonds, Bills and Inflation," Ibbotson Associates 2009.
 
The yield on the 10-year U.S. Government Separate Trading of Registered Interest and Principal Securities (STRIPS) on 03/27/09.  Source: U.S. Treasury.
 
Size premium for companies in the ninth decile of market capitalization ($218 million – $453 million). Source: "Stocks, Bonds, Bills and Inflation," Ibbotson Associates 2009.
 
Cox Communication’s $500 million 5.5% Senior Unsecured Notes due 10/01/15 have a yield to maturity of 7.849% as of 03/27/09.
(1)
(2)
(3)
(4)
(5)
(6)
(7)

GLEACHER
PARTNERS
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18
-
PROJECT FAIRWAY
2008A
2009E
Q1
Q2
Q3
Q4
Q1
Q2
Q3
Q4
Quarterly Revenue
$98
$108
$105
$99
$75
$88
$90
$89
Growth
(14.5%)
10.7%
(3.1%)
(5.3%)
(24.7%)
17.4%
2.7%
(1.8%)
Quarterly OCF
$32
$37
$35
$24
$11
$20
$24
$19
Margin
32.2%
34.2%
33.2%
24.5%
14.9%
22.6%
26.5%
21.9%
Quarterly EBITDA
$28
$41
$33
$30
$10
$19
$23
$18
Margin
28.5%
38.0%
31.6%
29.9%
13.4%
21.3%
25.3%
20.6%
Net Debt
Total Debt
$340
$355
$415
$400
-
-
-
-
Cash
1
2
2
1
-
-
-
-
Net Debt
$339
$353
$413
$399
$391
$386
$367
$366
Leverage Ratio
2.13x
2.31x
2.84x
3.13x
3.65x
4.28x
4.63x
4.93x
LTM OCF
$159
$153
$145
$128
$107
$90
$79
$74
Min. Req. OCF
68
71
83
80
78
77
73
73
Headroom
$91
$82
$63
$48
$29
$13
$6
$1
Appendix
Financial Covenant Analysis
(1)
($ in Millions)
(1) 
Source: Historical figures from Cox Radio filings and estimates as per Cox Radio’s management Free Cash Flow and Debt Ratio Analysis from February 2009 Forecast.
(2) 
Operating Cash Flow calculated as EBITDA less unusual / one-time charges and plus Long-Term Incentive Plan (“LTIP”) expenses.
(3) 
Quarterly
LTIP
expense
not
detailed
in
management
projections.
Quarterly
LTIP
expense
assumed
to
be
annual
LTIP
expense
divided
by
4.
(4) 
Leverage
ratio
calculated
as
Total
Debt
/
Operating
Cash
Flow.
Cox
Radio
is
also
subject
to
a
minimum
coverage
ratio
of
EBITDA
/
Interest
Expense
of
2.0x.
There
is
significant
headroom under this covenant due to Cox Radio’s interest rate of L + 62.5 basis points.  As of 12/31/08, the coverage ratio was 9.1x.
(5) 
Headroom defined as LTM Operating Cash Flow less Minimum Operating Cash Flow to maintain covenant compliance depending on the level of debt leverage from the
corresponding period.
(2)
(5)
(4)
Historical and Projected Quarterly Financial Covenant Analysis
(3)