Radio: Running on empty

Another deal is dead at BainCapital.

Bain and Huawei Technologies of China pulled the plug on their pending $2.2 billion buyout of the Marlboro, Mass.-based 3Com Corp. when the deal ran afoul of a U.S. national security panel.

The Committee on Foreign Investment in the United States refused approving the deal since it would provide Huawei probable access to 3Com’s sensitive encryption technology.

Encryption, prescription. We can trust the Chinese. Pet food? Toothpaste? Do you want your Barbie doll leaded or unleaded?

BainCapital. Try not to let the facts get in the way of a shoddy deal. Just ask Clear Channel.

If there is any upside with the BainCapital-Clear Channel deal it’s that the dog and pony show that the radio industry morphed into is drawing to a close. The smoke has dissipated, the mirrors are broken and easy way outs are getting a lot tougher to pull off.

There was the news that came down late last Friday about Entercom. They posted a Q4 loss of just under $10 million, which resulted in a black Friday of firings at many of the company’s radio stations. The immediate down-whacking that followed included a few air established personalities who’d been with their respective stations for over 20 years.

Old and in the way. Seniority and being established in a market is so over-rated.

It seems like only yesterday when radio chains told shareholders that their stations were solvent and recession proof. Are they making money? Sorry, no more questions.

You have major radio chains gutting their morning shows, eliminating sidekicks, writers, producers, characters – the support team that helps make a morning show entertaining and memorable.

A daypart accounting for somewhere between 40 to 60 percent of a station’s total revenue is superfluous?

Some stations have even given up on doing a morning show and opting for non-personality jocks to spin music in the morning with little to no supplementary content.

That’s like being rescued from an alligator attack by a man eating shark.

Then we have Regency Broadcasting stock. Got any change? You can buy it for under a buck. It closed at 95 cents to be exact. Citadel did $1.49. Cumulus, $5.82. Clear Channel closed at an inflated $32.24. All the king’s horses and all the king’s men. You know the rest.

Not all chains are drowning in debt - but none of them have paddles and that stinking creek is rising quickly.

So much of radio’s future depends on what comes down in San Antonio over the next few weeks.

The mess Clear Channel can’t extricate itself from continues to grow more tentacles and now they’re choking the entire industry.

The deal in jeopardy at the moment is Clear Channel’s $1.2 billion sale of its television unit to Providence Equity Partners, a media-focused buyout firm. Providence balked at the originally agreed-upon price, citing deterioration in the business and the economy, which prompted a lawsuit by Clear Channel. But late Friday following a few hours of name calling and finger pointing, the two sides had struck a deal in principle for Clear Channel to drop trou by $100 million.

But that may be too little too late.

Three banks are backing the deal. Two of them, Goldman Sachs and UBS, agreed to finance the revised deal, with Providence borrowing less money at a higher interest rate – but the third, Wachovia, just wants out. They hired the law firm of Robinson, Bradshaw & Hinson to make the split permanent and to find an escape hatch to avoid getting stuck with the $45 million break-up fee.

Clear Channel (and others involved in privatizing schemes) is having problems getting banks to back them. The credit market freeze chilled chances for banks to resell loans – and that’s going to force them to take huge write-downs to keep them on the books at a time when they’re already reeling from subprime mortgage scams.

It’s doubtful the Providence deal will close without Wachovia.

If that deal crashes, it’s almost certain doom for the Bain/Lee-Clear Channel buyout.

And that may be a good thing.

Devaluation will rear its ugly head – and it’ll become a buyer’s market – and loans will be made contingent upon a realistic sales price – with multiples that make sense. Then, the opportunity for real broadcasters to re-enter the business will be one step closer to reality.

You do have to wonder if the non-broadcasters in this business have a final trick up their sleeve.

Can they prop up themselves up for one more glorious year of looting at shareholder expense?

Doubtful.

Radio/TV: FCC's Freudian slip

You’re Boy Kevin Martin, Chairman of the FCC, and you suffer from a Freudian obsession with female breasts, posteriors, and words you deem obscene.

Book that appointment with your therapist. Don’t wait.

Remember June 4, 2007? It was a bad, bad day.

That was when a panel of the U.S. Court of Appeals for the 2nd Circuit ruled in a 2-1 vote that the FCC decision to fine broadcasters for those appalling “fleeting expletives” was invalid.

So you took it to the Supreme Court.

You’re Kevin Martin and you keep forgetting that you just can’t make up a new rule on your own and make it stick.

“Fleeting expletives” are defined as what occurs when a live mic picks up words – accidentally or not –defined as obscene by the FCC that get heard on a live broadcast delivered by local or network television.
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Briefs were filed by the four major nets – ABC, NBC, CBS, and Fox – asking the Supremes to reject the case and order the FCC to deal with the deficiencies cited in the 2nd Circuit court’s opinion. We'll hear from the Supremes a week from today.

The FCC called Bono’s use of “fucking brilliant” during a live broadcast of the 2003 Golden Globe awards on NBC obscene. NBC didn’t get smacked with a fine since it hadn’t been informed in advance that FCC had revised its policy.

The FCC applied the same criterion to Fox’s live broadcasts of the 2002 and 2003 Billboard Music Awards.

In 2002, Cher said “fuck 'em’ in her acceptance remarks.

A year later, anorexic quasi-actress Nicole Richie said “cow shit” and “not so fucking simple.”

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Fox, like NBC, wasn’t fined by the FCC for either incident.
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You’re Kevin Martin, and I have to ask you a couple of questions.

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How did you feel when your wife’s employer and lame duck Vice President of the United States, Dick Cheney not-so-politely asked Senator Patrick Leahy (D-VT) to perform an impossible task on the floor of the U.S. Senate and his comments were overheard by members of press corps?

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What if a live mic had picked that one up, Kevin? Would his "where to go" line be considered obscene?

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How about President George W. Bush caught on mic talking to Prime Minister Tony Blair at the Group 8 Summit meet, and using a word your FCC finds objectionable?

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Would you fine the radio and TV stations if they had carried the comments live?
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And when it comes to your bizarre standards and definitions of obscenity, why do you penalize radio more for less? Is that you just fear anything live? You must have impure, thoughts over the joys of voice tracking.

I guess that’s what one would expect from someone who used to work for Ken Starr, who had his own obsessions about a former President, a former White House intern, a cigar, and oral sex.

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You’re Kevin Martin and we thought you were losing it with a one-fifth of a second flash of Janet Jackson’s nipple at the Super Bowl XXXVIII. That was how many years ago? Four? And you suffer from nightmares about Janet Jackson’s sunburst nipple ring.

Boy Kevin’s also having his FCC issue a couple of notice of forfeiture to enforce and collect unpaid fines.

The first was issued to ABC for an episode of NYPD Blue, which aired in 2003, where actress Charlotte Ross’ posterior was exposed as she was stepping into a shower. For that, Kevin wants to sue 52 ABC network affiliate stations a total of $1.4 million.

So what if it happened five years ago? To a repressed obsessive – an ass is still an ass.
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Here’s Martin’s rationale. He claims the scene “"depicts sexual organs and excretory organs -- specifically an adult woman's buttocks.”

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One can only imagine the sweat Boy Kevin got worked into when ABC argued that “…the buttocks are not a sexual organ.”

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You’re Boy Kevin Martin and you have the analysts buzzing on this one.

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The second is a $1.2 million fine against Fox over a 2003 episode of Married By America, a short-lived reality TV show, which didn’t include nudity – but had some private parts pixilated.

In Boy Kevin’s world a private part is a private part whether pixilated or not.

The FCC claims it’s only charging a mil-two since the show was carried before Congress raised the indecency fine levels to indecent amounts in 2006 when President Bush signed the Broadcast Decency Enforcement Act into law, which FCC penalties on broadcasters from $32,500 per offense to $325,000.

The nets involved have three choices:

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1. Pay the fine and be done with it.

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2. Pay the fine – and appeal the FCC decision in court.

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3. Don't pay the fine, which puts Boy Kevin in the precarious position of asking the Department of Justice to file a motion in federal court seeking the collection of the fine.

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Bet on number three. It’ll put the burden of proof on Boy Kevin and the FCC to prove its case – instead of the other way around as it would be in appellate court.

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You’re Boy Kevin Martin and you don’t find it obscene that you use your Chairman of the FCC title to create your own personal hackery?

You really have to get over your belief that you can just make up and break up rules as you see fit.

And when you’re stonewalled from creating a new rule – you just issue a variance. Isn’t that right, Sam Zell?

When criticized, you just refuse to admit break rules.

Just like that time the General Accounting Office uncovered your leaks to certain media companies and lobbyists – among them – alleged McCain squeeze Vicki Iseman, who influence-peddled for Sinclair, Saga, Paxton, Telmundo, the Christian Network, PAXtv (now Ion), Religious Voices in Broadcasting, Hispanic Broadcasting, and Capstar and AMFM (now Clear Channel) .

You just claimed you were passing along inside information so those who are in the need-to-know could get their lobbying efforts in order. It always helps to know which palms need to be greased and when. What’s so bad about that?

Well, Boy Kev, some of us consider the misuse of a government organization obscene – but I digress.

Hey, Kevin, did you hear what Diane Keaton said on ABC’s Good Morning America and Jane Fonda on the Today Show just a few weeks back?

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Just checking.

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We'll see if the Supremes sing your song in court on February 29th.
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You’re Kevin Martin and you're tormented by your improper fantasies of the United States abolishing the First Amendment.

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Radio: Happy belated Birthday, Telecommunications Bill

A happy belated birthday to the 1996 Telecommunications Bill.

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It turned 12 on February 8th.

There were many good reasons for not throwing a party this year.

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Number one – we didn’t want the radio industry to set itself on fire while blowing out the candles.

Face it. You’ve already burned your listeners, your clients, and your once loyal employees.

And what have we learned over the past twelve years?

Commercial radio still believes its own hype when it comes to having compelling content.

At least that’s what most of those attending the 2008 RAB convention believe.

There are those that preach the need for radio to be portable again.

Portable?

Again?

It’s not about making radio portable – it’s about giving consumers reasons to listen to it.

Radio isn’t dead.

Sunday’s New York Times mentioned the 30 million-plus daily listeners of National Public Radio's Morning Edition news program. In 1980 they had an audience of just 2 million. It also pointed out that Morning Edition and its afternoon news counterpart, All Things Considered, are the second and fourth most listened to radio programs in the country.

Radio? Dead? Hardly.

Don’t try to pass off the NPR shows as national. They break for local news and information – and cover their markets better than the commercial news- talks in most markets.

Provide inimitable and compelling content– even in the twenty-first century - and you will get people to listen to radio.

RAB CEO Jeff Haley has good intentions when he said, “the goal is to have an FM radio in every PDA and cell phone” - and to do so over the next five years.

But he missed a few vital points.

Here’s one: With exception to NPR and a few still-popular morning shows, most of radio’s destination content is on AM - news, sports, talk, and information.

I hate to say it. Most I know aren’t listening to radio – other than NPR and sports. They get everything else on-line.

Those I know that Podcast use it to time-shift NPR programming that may not be on at a time when one can or wants to listen.

It’s safe to say that no one’s interested in a podcast of a midday voice-tracker.

How can anyone take the radio industry seriously when it’s incessantly contradicting itself?

Spare me the excuses about radio being challenged by iPods, Internet radio, satellite radio, and video games.

The best content will always win – regardless of medium.

The average household has four radios. Almost all cars have a radio. That doesn’t mean they’re being listen to. If radio underperforms, listeners go elsewhere.

Let’s create the perfect world scenario where every man, woman, and child in the U.S. had portable access to terrestrial radio.

Add access to those HD Radio side channels, too.

I’ll even take it one step further – let’s say all of those HD Radio side channels had – don’t laugh - compelling programming, too.

The result? It would kill commercial radio. The audience would be spread too thin among too many stations.

Don’t worry. It’s not going to happen. HD Radio is a non-product, a non-entity. You know it and I know it and Peter “Sgt. Bilk-o” Ferrara knows it.

Bilk-o’s not going anywhere and neither are you as long as you fall for his shams.

I believe Sgt. Bilk-o’s lies about HD Radio as much as I believed Roger Clemens’ testimony to Congress.

The real dilemma facing the industry is that there are too many radio stations.

Here’s why the NAB’s Radio 2020 is David “Fumbles” Rehr’s dumbest campaign to date.

Three words: Reignite the passion. Let me had a fourth: How?

You will not reignite anything by gutting established morning shows. You will not do it with voice-tracking in dayparts when most people listen – and interact.

You will not reignite passion by having managers and programmers accountable for multiple stations and, in some cases, multiple markets.

Reignite the passion? Here’s the problem. Only losers say that.

New media gets a chuckle out of our predicament, because radio’s a laughingstock, more so now than ever after the combination of the HD Radio Alliance and the NAB’s bungling Radio 2020 campaign, which will do absolutely nothing for no one.

We used to have programmers and managers that were hired for their specific knowledge of certain formats. Today, the business calls for a – pardon the name – Jack of all formats and master of none.

I’ll give you three more words: Attention to detail.

A few weeks back Advertising Age did a story on Andy Berndt, who left Ogilvy & Mather to join Google’s Creative Lab. Here’s what he said, “Google’s a giant lab. It doesn’t have fundamentally scientific structure. Sometimes the thinking happens after the doing.”

Remember when successful radio stations operated like that?

Remember when radio was the acquisition tool for clients to get customers to their stores?

All of that seems so twelve years ago now.

Then there’s production. Most station production departments are so overloaded and understaffed that there is no time – in fact it’s frowned upon – to create cinematic-style production for local clients.

And when you lose local, you’ve lost it all.

Happy Birthday, Telecom Bill.

Radio: Clear Channel's Buyer's Morose

This wasn’t supposed to happen.

It looks like still another deal’s going south for the Mays family.

On Friday, Clear Channel filed a complaint against Newport Television, a subsidiary of Providence Equity Partners, for backing out of a $1.2 billion deal to buy 56 television stations.

To avoid tipping off Wall Street, the filing was done late Friday afternoon in Delaware Chancery Court.

According to the complaint, “Newport has no right to walk away from this deal. Buyer’s remorse is not Clear Channel’s problem.”

I’ve said it before and I’ll say it again. When one realizes it’s best to back out of a deal with Clear Channel it’s buyer’s morose.

Providence would rather pay $46 million to kill the deal than get stuck with Clear Channel’s underperforming properties.

Even worse for Clear Channel – that $46 million could end up a write-off for Providence.

The deal was put together last April – but reality reared its ugly head – and Providence came to grips with the fact that the cash flow multiples just didn’t add up in this brave new world of 2008.

The Wall Street Journal revealed that Clear Channel had attempted an under-the-radar eleventh hour “prices slashed” renegotiation – but Providence opted to walk. Clear Channel pathetically told the Journal, “The private equity firm wasn’t serious about completing the transaction.”

This doesn’t fare well for deal of doom – the $19.5 billion buyout of Clear Channel by BainCapital and Thomas H. Lee - getting done by their mid-March deadline – if ever.

If Clear Channel gets stuck with those 56 TV’s they’ll be forced carry those properties into the Bain/Lee buyout, which will critically alter the distressed deal.

And should it ever, ever, ever close it won’t be even close to that inflated $39.20 share price.

Since Wall Street is off for the holiday it gives the banks caught up in this mess a day to ponder their impending disaster.

Bain/Lee has to rethink this one, too. Even a python’s digestive tract has a threshold.

The poor Mays family. They set up a week of manipulation and maneuvering, calling in every favor, to goose their stock back into the 30’s – and got it closed on Friday at 32.35. It had traded over 30 million shares on Friday – triple the average volume for that troubled stock.

Now, those Friday arbitrageurs have to feel screwed, blewed, and tattooed.

That seems to be the end result for anyone trying to do a deal with Clear Channel these days.

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12:21 PM update –

It gets better.

Reuters reported that Providence Equity Partners responded, calling Clear Channel’s lawsuit “Baseless.”

They’ve also told Clear Channel that if they’re expecting that $46 million back-out payment – fugghetaboutit!

Here’s what Providence said: "The contract clearly states that if all the conditions to closing are satisfied and the buyer does not perform, Providence's sole obligation is to pay the $45.9 million reverse break-up fee," the Providence spokesman said. "Furthermore, under the terms of the contract, this fee is no longer payable because Clear Channel has commenced this litigation."

You’re Mark Mays and you feel like a jilted suitor – again.

How many deals can’t he close?

Just falling short of admitting defeat, Clear Channel issued an e-mail statement reading, “…if for some reason the deal does not close, we would look forward to keeping these terrific assets in the Clear Channel family."

You’re Mark Mays – and you don’t have a choice.

Those terrific assets are yours to keep.

Who’d want them? Tarnished, distressed merchandise?

Terrific? Didn’t you mean terror-ific?

Radio: Justice is served

No surprises.

As expected, Clear Channel cleared its last major regulatory hurdle yesterday.

The Department of Justice rubber stamped its approval of the $19.5 billion BainCapital/Thomas H. Lee private equity buyout of Clear Channel with only a few minor provisions.

They have to peddle a few stations scattered in the San Francisco, Houston, Cincinnati, and Vegas markets to muzzle the legal beagles.

Big deal. Every station in the Clear Channel cartel is up for sale – for the right price. The ongoing dilemma is that there’s the massive multi-million dollar discrepancy in what they’re asking for them and what they’re really worth.

Here’s the DOJ’s rationale: BainCapital and Thomas H. Lee have ownership stakes in non-Clear Channel radio properties in those markets. They have a piece of the life-supported Cumulus, which has Clear Channel-competing stations in Houston and Cincinnati. Lee also holds a chunk of Univision, the Spanish media chain, which has rival stations in San Francisco, Vegas, and Houston.

Univision was bought out in March 2006 to a consortium, headed by billionaire Ham Saban, which parted a piece to Lee.

That’s why FCC Chairman Boy Kevin Martin allowed Bain and Lee to keep a hold of their stake in both Cumulus and Univision provided they convert them to “non-attributable interests.” Translation: They have to keep their noses out of those companies’ management and withdraw their reps from their boards – but they’ll still be landlords.

Boy Kevin made those moves to insure easy passage through the halls of Justice.

And how did Wall Street react?

Clear Channel was down another nickel to 29.49.

Cumulus tanked. Down 51 to an unrespectable 5.78.

Cumulus struck an absurd go private deal with Merrill Lynch Global Private Equity. One problem, when the deal was cut, it was for 11.75 a share. Now there’s a 5.97 gap that’s wide and deep and the M-L dealmakers that drummed up this scheme are no longer with the company.

The moral of the story: Don’t write deals on cocktail napkins after the fourth martini.

Remember those M.C. Escher prints that were popular when you were in college? That’s Wall Street. Nothing is as it seems.

This deal carries the stink of a thousand poisoned dead rats in the New York subway tunnels.

Now, it’s all about signing off on a few dozen documents.

The $17.5 billion question is: Will Bain and Lee be successful in taking Clear Channel private? Let me rephrase that. Will they down the Mickey?

The $17.5 billion answer is a question: Who knows?

Logistically, the deal should be deleted – but as an anonymous contributor to this blog's comment section pointed out yesterday:

“I don’t think readers here understand Wall Street as well as they understand radio.

“This deal goes through because there are millions to be made on commissions. It’s that simple. To the investment banking community, the future of radio and Clear Channel is irrelevant. They are focused on closing this deal.

“Some of you guys have undoubtedly sold airtime. You know the drill. Close, close, close is the mantra when a deal reaches this point. And that’s for a small ad buy. Imagine you literally had millions in commissions hanging on the deal, for yourself and your bosses.

“If you had that kind of skin in the game, you’d be hyping radio, too. Go visit Greenwich, Connecticut and you’ll see street after street on mansions built on the commissions from exactly this type of stupidity.

“And as to why the people putting up the dough don't balk? Well, if you look at history you'll notice that being rich doesn't necessarily mean you're smart. This isn't exactly Warren Buffett putting up the money here.”

That says it all and says it best. Some will make out while others will be instructed to bend over and kiss their assets goodbye.

I have only two words - actually one name - to add: Chauncey Gardiner.