Metro-Cox and Graham Holdings to Combine Television Stations

ATLANTA, Ga. and CHICAGO, Ill., May 27, 2020 - Metro-Cox, Inc. (NASDAQ: MCOX) and Graham Holdings Company (NYSE: GHC) have reached a definitive agreement to merge their television station holdings in a cash and stock transaction valued at $1.5 billion.

Under the terms of the agreement, Metro-Cox will acquire Graham Media Group from Graham Holdings for $950 million in cash and approximately $550 million worth of Metro-Cox shares. At closing, the exact amount of Metro-Cox stock issued will be adjusted so as to represent no less than 35% of the value of the transaction.

At closing, Metro-Cox will own 19 television stations in 15 markets, including three in the top ten; Atlanta (WSB), Houston (KPRC), and Boston (WFXT), with duopolies in four markets; Orlando, Charlotte, Jacksonville, and Tulsa. Metro-Cox and Graham Media each own stations in two markets, Orlando and Jacksonville. Metro-Cox will retain its Orlando stations, ABC affiliate WFTV and independent station WRDQ, and sell Graham's CBS affiliate in the market, WKMG. It will also retain Graham's Jacksonville stations, independent station WJXT and CW affiliate WCWJ, while selling its Fox affiliate, WFOX, as well as its operating agreements with CBS affiliate WJAX. The 19 stations Metro-Cox will retain will operate as part of the company's existing television station group, Cox Television, which will boast an expanded reach of approximately 18% of U.S. television households.

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Metro-Cox CEO Kim Guthrie said, "Opportunities to expand our high-quality television station group are rare, and we could not be happier that Graham has chosen Metro-Cox to steer its broadcasting properties into the future."

Graham Holdings CEO Donald E. Graham said, "Achieving scale in the rapidly-consolidating television station business can be difficult, and merging Graham Media Group with the Metro-Cox television stations allows us to realize a return on our decades-long investment in the business, in a way that allows us to retain a significant stake in a highly profitable industry."

Based on the closing price of Metro-Cox shares on May 26, Graham Holdings will receive 51,000,000 shares of Metro-Cox stock, giving the company approximately 50.5% of Metro-Cox shares. This percentage may be lower or higher depending on the price of Metro-Cox stock at the close of the deal. Metro-Cox's ten-member board will expand to twelve, with seven members selected by Metro-Cox and five selected by Graham Holdings.

(Disclaimer: This entire article was transmitted to me from a fantasy world far away from our own)

Comments

  • I've learned to tolerate drama...except on the boat
    They didn't mention anything about the fact that Cox would create TV-radio combinations in Houston, Miami, and San Antonio...nor the fact that Graham's stations in Jacksonville would replace Cox's in that TV-radio combo.
  • The first to flee when Hawk is near,
    I am not found when Owl is here,
    But of slow Man I have no fear,
    Friend Nuthatch heeds my call to flee,
    My cheersome song's two tones:  Fee-bee,
    For I'm a black-capped Chickadee!
    Ooh, a station in Oklahoma!  Here's hoping it can give entertainment to all the rural counties of Oklahoma, some of which are often among the last in the nation to get new forms of media (radio, television, the internet, cell phone coverage)
  • I've learned to tolerate drama...except on the boat
    how many are there by Tulsa?
  • The first to flee when Hawk is near,
    I am not found when Owl is here,
    But of slow Man I have no fear,
    Friend Nuthatch heeds my call to flee,
    My cheersome song's two tones:  Fee-bee,
    For I'm a black-capped Chickadee!
    I'd have to ask my aunt and uncle...
  • I've learned to tolerate drama...except on the boat
    Cox and Nexstar agree to Orlando-Portland swap; Cox gets KOIN, Nexstar gets WKMG

    Cox also gets $30 million cash, as Orlando is a larger market than Portland

    One conflict solved! One to go
  • I've learned to tolerate drama...except on the boat
    Metro-Cox has FCC approval to buy the Graham stations...contingent on the divestiture of WKMG (already underway) and WFOX-WJAX (working on it)

    The WKMG-for-KOIN trade was also approved
  • I've learned to tolerate drama...except on the boat
    It's coming home...

    Cox is selling WFOX and WFXT in Boston to Fox Television Stations for $25 million...and KTVU and KICU in Oakland and San Jose!

    The Bay Area duopoly, relinquished by Cox Media Group six years ago in return for WFXT and WHBQ in Memphis, is coming back to Cox! Metro-Cox will of course place KTVU and KICU under the umbrella of Cox Television.

    Fox also gets operational control of WJAX, though the future of its arrangement with WFOX has yet to be decided.
  • I've learned to tolerate drama...except on the boat
    This also means...
    Metro-Cox said:

    Upon closing the Graham acquisition and related deals, Metro-Cox will own 21 television stations in 16 markets, including four in the top ten; Atlanta (WSB), Houston (KPRC), and San Francisco (KTVU-KICU), with duopolies in five markets; San Francisco, Orlando, Charlotte, Jacksonville, and Tulsa.
  • I've learned to tolerate drama...except on the boat
    Cox Television will reach approximately 19% of U.S. TV households.
  • I've learned to tolerate drama...except on the boat
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  • I've learned to tolerate drama...except on the boat
    IT IS TIME.

    Introducing the new, strengthened Cox Television!

    image

    Part of the strong Metro-Cox group of companies, Cox Television encompasses 21 television stations in 16 markets, with four located in the top ten, and all of them in the top 100. The company also operates TV and radio combinations in eight markets: Atlanta, Houston, Miami, Orlando, San Antonio, Tulsa, and Dayton.

    Further demonstrating the strong mesh between Metro-Cox and Graham Media Group, the latter company's CEO, Emily L. Barr, is now the chief operating officer of Metro-Cox.
  • I've learned to tolerate drama...except on the boat
    I am pleased to announce that, at long last, KTVU and KICU are back home.

    Six years ago, after a fifty-one year run in the Bay, we traded these stations to Fox Television Stations in exchange for WFXT in Boston and WHBQ in Memphis. Given that our merger with Graham Media Group necessitated that we divest our Jacksonville Fox affiliate, we saw a perfect opportunity to restore a historic component of our company, while meeting Fox's needs as well.

    It feels like it's been forever and a day, but that day is over. And a new one begins!

    Complete Bay Area News Coverage, from Metro-Cox!
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