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SUBSEQUENT EVENTS (Block)
9 Months Ended
Sep. 30, 2017
Subsequent Events Abstract  
Schedule Of Subsequent Events Text Block

13. SUBSEQUENT EVENTS

Events occurring after September 30, 2017, and through the date that these consolidated financial statements were issued, were evaluated to ensure that any subsequent events that met the criteria for recognition have been included and are as follows:

On October 10, 2017, the Company filed an amendment to a Registration Statement with the SEC on Form S-4/A relating to the Merger. The amendment provides that, among other things, the Company will dispose of an appropriate amount of stations in order to maintain compliance with the FCC’s local radio ownership rule. Refer to a description of the proposed divestitures below.

On October 13, 2017, the Company closed on the sale of a parcel of land along with the land improvements, broadcasting tower and building located on the property. The sale of these assets, which were classified as assets held for sale at September 30, 2017, resulted in a gain of $0.3 million, net of commissions of $0.2 million.

On October 16, 2017, the Company filed an amendment to a Registration Statement with the SEC on Form S-4/A relating to the Merger. The amendment is an exhibits only filing to file various exhibits without making any changes to the prospectus. The Company filed a definitive proxy statement that relates to the special meeting of shareholders of the Company to approve the issuance of shares of Class A Common Stock in connection with the Merger.

On October 19, 2017, the Company filed a final amendment to a Registration Statement with the SEC on Form S-4/A relating to the Merger. This amendment, among other things, calls a meeting (the “Special Meeting”) of the Company’s shareholders. The Special Meeting will be held on November 15, 2017 for shareholders of record on October 12, 2017, to approve the issuance of shares of the Company’s Class A Common Stock in the Merger and to approve the classification of the Company’s board of directors. In addition, CBS Radio filed a registration statement on Form S-4 and Form S-1 to register the shares of Radio Common Stock that will be distributed to holders of CBS Class B Common Stock. Holders of CBS Class B common stock will have the opportunity to exchange some or all of their shares for CBS Radio Common Stock. This exchange offer is scheduled to expire on November 16, 2017. Holders of CBS Radio Common Stock will then receive shares of the Company’s Class A Common Stock in the Merger. Based on this timing, the Company anticipates that the Merger will close on November 17, 2017.

As a result of the Merger, the Company will own radio stations in seven markets in excess of the limits set forth in the FCC’s local radio ownership rule. In order to comply with this FCC rule, and to obtain clearance for the Merger from the Antitrust Division of the U.S. Department of Justice (“DOJ”), the Company has proposed to divest a total of nineteen stations in such markets, consisting of eight stations owned by the Company and eleven stations owned by CBS Radio. The total number of divested stations is inclusive of the three stations under a transaction with EMF as discussed in Note 10, Assets Held for Sale.

On November 1, 2017, the Company along with CBS Radio entered into an agreement (the “Beasley Transaction”) with Beasley Broadcast Group, Inc. (“Beasley”) to exchange a CBS Radio station (the “Boston Station”) in Boston, Massachusetts for another station in the same market (the “Beasley Station”) and cash proceeds of $12.0 million. Concurrently with entering into the asset exchange agreement, the Company and Beasley agreed to enter into a TBA agreement for the Company operate the Beasley Station. Operation under the TBA is expected to commence after the Merger. During the period of the TBA, the Company: (i) includes net revenues and station operating expenses associated with operating the Beasley Station in the Company’s consolidated financial statements; and (ii) excludes net revenues and station operating expenses associated with operating the Boston Station in the Company’s consolidated financial statements. The Beasley Transaction is expected to close in the fourth quarter of 2017.

On November 1, 2017, the Company along with CBS Radio entered into an agreement (the “iHeartMedia Transaction”) with iHeartMedia Inc. (“iHeart”) to exchange three CBS Radio stations in Seattle, Washington, and two CBS Radio and two Company radio stations in Boston, Massachusetts, for four iHeart radio stations in Chattanooga, Tennessee, and six iHeart radio stations in Richmond, Virginia, respectively. Concurrently with entering into the asset exchange agreement, the Company and iHeart each agreed to enter into a TBA agreement to operate certain of the other party’s radio stations. Operation under each TBA is expected to commence after the Merger. During the period of the TBA, the Company: (i) includes net revenues and station operating expenses associated with operating the Richmond and Chattanooga stations in the Company’s consolidated financial statements; and (ii) excludes net revenues and station operating expenses associated with operating the Seattle stations and Boston stations in the Company’s consolidated financial statements. As a result of this iHeartMedia Transaction, the Company will enter two new markets in Richmond, Virginia and Chattanooga, Tennessee. The iHeartMedia Transaction is expected to close in the fourth quarter of 2017.

On November 1, 2017, the Company along with CBS Radio entered into local marketing agreements (the “Bonneville Transaction”) with Bonneville International Corporation (“Bonneville”), pursuant to which Bonneville will program four CBS Radio stations in Sacramento along with three Company stations and one CBS Radio station in San Francisco. These local marketing agreements will become effective upon the closing of the Merger.

On November 1, 2017, the Company entered into a settlement with the Antitrust Division of the DOJ. The settlement with the DOJ, along with the iHeartMedia Transaction, the Beasley Transaction, and the Bonneville Transaction will allow the Company and CBS Radio to move forward with the Merger. In connection with these agreements described above, the Company now expects its proposed Merger with CBS Radio to close as early as November 17, 2017, pending approval from the FCC.

On November 2, 2017, the Company’s Board of Directors approved an increase to the Company’s quarterly common stock dividend program to $0.09 per share, beginning with the dividend to be paid in the fourth quarter of 2017. Quarterly dividend payments will approximate $3.0 million per quarter ($12.1 million per quarter on a pro forma basis after the Merger). Any future dividends will be at the discretion of the Board of Directors based upon the relevant factors at the time of such consideration, including, without limitation, compliance with the restrictions set forth in the Company’s Credit Facility and the CBS Radio Merger Agreement.

On November 2, 2017, the Company announced a share repurchase program (the “2017 Share Repurchase Program”) to permit the Company to purchase up to $100.0 million of the Company’s issued and outstanding shares of common stock through open market purchases. Shares repurchased by the Company under the 2017 Share Repurchase Program will be at the discretion of the Company based upon the relevant factors at the time of such consideration, including, without limitation, compliance with the restrictions set for in the Credit Facility and the CBS Radio Merger Agreement. The Company currently anticipates repurchasing approximately $30.0 million in Class A Common Stock by the end of 2018.