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Will Cox Media Group Be Left At The Acquisition Altar?

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"Welcome back my friends to the show that never ends."

And with apologies to Emerson, Lake and Palmer--and the 1970s in general, we have to wonder as this new week begins—just what are the folks over at the Cox Media Group corprorate offices, in the Landings section of Atlanta, thinking about these days?

Because when the active market for buying and selling television stations was set to return full force, everyone assumed that Apollo Global Management, the folks who bought 71% of Cox Media Group (CMG), would be one of the first to announce that it was selling.

Earlier this year, Apollo retained the firm Moelis & Company (the go-to folks for when you want to sell billions of dollars worth of media properties) to explore selling CMG for an estimated $4 billion. Apollo spent just over $3 billion to acquire its controlling share of CMG in 2019. Cox Enterprises retained 29% of the spun off Cox Media Group, which to be clear, does not include the newspapers and other radio stations that Cox Enterprises still owns.

That’s about a nice billion dollar return in six years on the Apollo investment. And given the current value in the nine markets where CMG owns stations, the $4 billion price tag wasn’t considered that outrageous. For example, most observers put the price for Atlanta flagship, WSB-TV at nearly $1 billion, on its own.

So what happened? Why hasn’t a deal for Cox Media Group been announced?

Well, that’s where the real speculating begins. (And where we will remind you, as our lawyers suggest, that what follows is not financial information that any kind of investing or anything else should be based upon.)

There was a lot of talk that we heard suggesting that Nexstar was going to emerge as the buyer for the Cox Media Group’s television stations. And that would have seemed likely—that is up until a week ago, when Perry Sook announced that he had a bigger deal in place to buy Tegna for $6 billion and add 64 stations to the Nexstar roster.

There are those who think Sook and company could still do a deal for the CMG stations. But dropping $10 billion for both Tegna and Cox is, what might be called in some circles, "real money." As F. Ross Johnson said when he was trying to convince the head of Nabisco to merge with Johnson’s RJR Tobacco company: “We’re not just talking about f—k you money...we’re talking about f—k everybody money!” (The late James Garner plays Johnson in the 1993 HBO movie version of the book about the RJR Nabisco deal, titled “Barbarians at the Gate.” It is definitely worth a watch if you’ve never seen it.)

If Nexstar wanted to spend the money, it would seemingly have little problems adding the CMG stations to its portfolio. There would be market duopolies in Charlotte and Dayton, but if the thinking about the Federal Communications Commission’s stated goal of lifting most, if not all, of the regulations on television station ownership comes true--at some point in the near future--those duopolies would not be a problem.

What we keep hearing is that Apollo has been pretty firm on the price it wants to sell Cox Media Group for. If there were negotiations underway with Nexstar, they probably got sidetracked when Nexstar's deal for Tegna had to be announced. That was necessary when Sinclair floated a desire in the press to merge its TV stations group with Tegna. So any deal for Nexstar and CMG got moved to a back burner.

That certainly doesn’t rule out it still being done, but it might not happen before there is some clearer signal on what the FCC will do and when it will do it.

Meanwhile, Newsmax CEO Chris Ruddy is now calling for the FCC to reject any proposal to change or eliminate the television ownership rules, claiming that the commission lacks the authority to even do so. Ruddy’s position is that only Congress can make such a change, and that if the FCC tries to alter the current cap on local television ownership (which stands at covering no more than 39% of the country, but the cap has various nuances that make the calculation of that figure a bit flexible.) Ruddy promises court challenges to any move from the FCC, claiming that "consumers would have fewer choices and pay higher costs."

Obviously, Mr. Ruddy isn’t aware that local television stations still put a signal in the air which consumers can receive for free with an antenna. It only costs consumers when they get their local television stations via a cable, satellite or streaming provider, (along with Newsmax and other channels) which the National Association of Broadcasters will be quick to remind him of.

Back in 2017, during the first Trump administration, Ruddy was a vocal opponent of a proposed merger between Sinclair and Tribune Media, claiming the deal "raises very serious concerns about competition and media diversity.” That deal ultimately failed. Then, two years later, in 2019, Nexstar would acquire Tribune Media for $7.2 billion.

But all of this just points out that the questions over whether any company can own an unlimited number of local TV ststions are far from being clearly resolved. 

There could be other potential suitors for the Cox Media Group stations, but not that many with easy access to a credit line in the billions which will be needed to make the purchase--or the space in their portfolio to stay under that pesky ownership cap, should the FCC not be willing (or able) to change it anytime before the 2026 midterm elections potentially changes which party has control of Congress.

And Apollo doesn’t seem to be in any hurry to get a deal done, at least one that might require it to do some negotiating of the price for the group. The other deal point that seems to be firm is the desire to have any sale of CMG be an “all or nothing” deal, meaning that Apollo doesn’t want to deal with selling off CMG’s stations in pieces.

We are sure the executives in the CMG corporate office on Atlanta’s Peachtree-Dunwoody Road are saying publicly that it's "business as usual” until there is any official announcement on the future of the company. That leaves the company’s Executive Chairman, Steve Pruett, plenty of time to keep hawking his “best selling book” titled “The Gain Principle: Mastering Life’s Growth Cycles for Success and Service." 

(No word on whether CMG employees will be getting a copy, as part of any future transaction.)

They might take some solace in the song lyrics of the aforementioned Emerson, Lake and Palmer. Even though it’s been over 50 years since that song, which opens with the words “Welcome back my friends...” was released. It was part of a musical suite titled “Karn Evil 9”, and no, we’re still not quite sure what it really means.

We do know that way back in 1973 when the album “Brain Salad Surgery” was released, one company could own no more than 7 local TV stations (along with 7 AM and 7 FM radio stations) so all we really are talking about here is just some ancient history.

And as the late Casey Kasem used to say, “Now, on with the countdown!"

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