Acquisitions and Dispositions

12 Months Ended

Dec. 31, 2020

Acquisitions and Dispositions [Abstract]

Tower Sale

On August 7, 2020, the Company entered into an agreement with Vertical Bridge REIT, LLC, for the sale of substantially all of the Company's broadcast communications tower sites and certain other related assets (the "Tower Sale"). On September 30, 2020, the Company completed the initial closing of the Tower Sale for $202.3 million in cash proceeds after transaction costs and closing adjustments. Pursuant to the Company's Term Loan Credit Facility due 2026 (as defined below), the Company was required to pay down at closing $49.0 million. As a result thereof, pursuant to the terms of the 6.75% Senior Secured First-Lien Notes due 2026 (as defined below), the Company made a tender offer (the "Tender Offer") with respect to the prorated portion of these proceeds of $47.2 million of the 6.75% Notes. On November 3, 2020, the Company accepted and paid for $47.2 million in aggregate principal amount of the 6.75% Notes that were validly tendered and not withdrawn in the Tender Offer.

In connection with the Tower Sale, the Company entered into individual site leases for the continued use of substantially all of the tower sites that were included in the Tower Sale, the general terms and conditions of which are contained in a master lease agreement that provides a framework for the individual leases with respect to each tower site. The initial term of each lease is 10 years, followed by five option periods of five years each. As the terms of the Tower Sale arrangement contains a repurchase option, the leaseback was not accounted for as a sale. Accordingly, the carrying amount of the leased back assets remains on the Company's books and continues to be depreciated over the remaining useful lives. The proceeds received for the leased back assets was recorded as a financing liability along with the remaining obligations for ground leases on these sites. Lease payments are recorded as a reduction of the financing liability and as interest expense. The Company records non-cash imputed rental income for tower sites where it continues to use a portion of the site along with other existing and future tenants. Transaction costs of $4.1 million were capitalized in Financing liabilities, net and are being amortized over the term of the lease.

The Company anticipates that one or more subsequent closings will be held for the assets comprising the remainder of the previously announced $213 million purchase price, subject to adjustment based upon due diligence and the curing of outstanding site defects. The Company anticipates that substantially all, if not all, of the subsequent closings will occur by the end of the second quarter of 2021.

See Note 13, "Leases" for further discussion related to the Company's failed sale-leasebacks as of December 31, 2020.

DC Land Sale

On June 24, 2020, the Company completed the previously announced sale of its DC Land (as defined below) to Toll Brothers. The sale generated net proceeds of $71.3 million, $5.0 million of which was received in 2019. The Company recorded a loss on the sale of the DC Land of $3.7 million which is included in the Loss (Gain) on Sale or Disposal of Assets or Stations financial statement line item of the Company's Consolidated Statements of Operations for the year ended December 31, 2020.

WABC Sale

On March 1, 2020, the Company completed the previously announced WABC Sale (as defined below) for $12.0 million in cash. The Company recorded a loss on the WABC Sale of $0.9 million which is included in the Loss (Gain) on Sale or Disposal of Assets or Stations financial statement line item of the Company's Consolidated Statements of Operations for the year ended December 31, 2020.

Entercom Asset Exchange

On May 9, 2019, the Company completed its previously announced swap agreement with Entercom ("Entercom Swap"). In connection with the agreement, the Company received WNTR-FM, WXNT- AM, and WZPL-FM in Indianapolis, IN and Entercom received WNSH-FM (New York, NY) and WMAS-FM and WHLL-AM (both in Springfield, MA). During the third quarter of 2019, the Company completed the accounting for the Entercom Swap.

The table below summarizes the purchase price allocation for the Entercom Swap (dollars in thousands):




Assets Acquired
Broadcast licenses	$	20,790

Property and equipment, net	1,711
Total assets acquired	$	22,501
Assets Disposed
Broadcast licenses	$	(23,565)
Property and equipment, net	(703)
Other intangibles	(395)
Total assets disposed	$	(24,663)

The Company recognized a loss on the exchange in the amount of $2.2 million, which is included in the Loss (Gain) on Sale or Disposal of Assets or Stations financial statement line item of the Company's Consolidated Statement of Operations for the year ended December 31, 2019.

Connoisseur Media Asset Exchange

On June 26, 2019, the Company completed its previously announced swap agreement with Connoisseur Media (the "Connoisseur Swap"). In connection with the agreement, the Company received WODE-FM, WWYY-FM, WEEX-AM and WTKZ-AM in and around Allentown, PA and Connoisseur Media received WEBE-FM in Westport, CT, and WICC-AM in Bridgeport, CT.

The carrying amount of the assets transferred to Connoisseur Media as part of the Connoisseur Swap was approximately $3.7 million. During the third quarter of 2019, the Company completed the accounting for the Connoisseur Swap. No gain or loss was recognized on the Connoisseur Swap for the year ended December 31, 2019, because the fair value of assets acquired in the Connoisseur Swap was approximately equal to the carrying amount of the assets transferred.

Educational Media Foundation Sale

On May 31, 2019, the Company completed its previously announced sale of six radio stations, WYAY-FM (Atlanta, GA), WPLJ-FM (New York, NY), KFFG-FM (San Francisco, CA), WZAT-FM (Savannah, GA), WXTL-FM (Syracuse, NY), and WRQX-FM (Washington, DC) to Educational Media Foundation for $103.5 million in cash (the "EMF Sale"). The Company recorded a gain of $47.6 million on the sale which is included in the Loss (Gain) on Sale or Disposal of Assets or Stations financial statement line item of the Company's Consolidated Statements of Operations for the year ended December 31, 2019.

Meruelo Media Sale

On July 15, 2019, the Company completed its previously announced sale of KLOS-FM in Los Angeles, CA to Meruelo Media for $43.0 million in cash (the "KLOS Sale"). Prior to the completion of the sale, Meruelo Media began programming KLOS-FM under a Local Marketing Agreement on April 16, 2019. The Company recorded a gain of $10.5 million on the sale which is included in the Loss (Gain) on Sale or Disposal of Assets or Stations financial statement line item of the Company's Consolidated Statements of Operations for the year ended December 31, 2019.