Arbitron Shareholders Approve Acquisition by Nielsen Holdings N.V. At yesterday’s special meeting of stockholders, Arbitron’s shareholders voted to approve the acquisition of the company by Nielsen Holdings N.V. with 98.99% of the shares voting in favor of the agreement and plan of merger. These shares represented approximately 77.11% of total outstanding shares of Arbitron common stock as of the March 8, 2013 record date for the Special Meeting. As previously announced on December 18, 2012, Arbitron Inc. and Nielsen Holdings N.V. entered into a definitive agreement for Nielsen to acquire all of the outstanding common stock of Arbitron for $48.00 per share in cash. The deal remains subject to certain regulatory approvals, including expiration of the Hart-Scott-Rodino antitrust waiting period, and customary closing conditions.
Dial Global Closes on Recapitalization. Dial Global first announced plans to enter into recapitalization of its existing credit facilities, other obligations and equity interests back on March 4. Now, it reports it has entered into an Amended and Restated Credit Agreement with General Electric Capital Corporation, as administrative agent and collateral agent on a “First Lien Credit Agreement,” which, after taking into account a $15 million paydown, consists of a term loan of $136 million and revolving credit commitments of approximately $23 million, $18 million of which is drawn. The maturity date for that is October 21, 2016. DG also states it has entered into a Priority Second Lien Credit Agreement with Cortland Capital Market Services, LLC, as administrative agent and collateral agent, Blackrock Kelso Capital Corporation, as syndication agent and as the lender party for an additional $31.5 million term loan facility, with a maturity date of July 21, 2017. The Company issued to Blackrock penny warrants to purchase 7.5% of the Dial Global common stock. The Second Lien Credit Agreement was a restructuring of the existing approximately $93 million in second lien obligations and was accomplished by amending and restating the Second Lien Credit Agreement to provide for a $30 million term loan with a maturity date of April 16, 2018 and exchanging approximately $63 million in remaining obligations under the prior Second Lien Credit Agreement for a new Series A preferred stock of the Company. Lenders received penny warrants to purchase 12.0% of the Company’s common stock and 12.0% of the outstanding shares of Series B preferred stock, Series C preferred stock and Series D preferred stock. Those will be subject to forfeit, in whole or in part, if the Dial Global retires all or a portion of the $30 million second lien term loan and the Series A preferred stock held by such 2L lenders prior to certain specified dates. As part of these agreements, stockholders of preferred stock and warrants were granted certain corporate governance rights, including the right to elect three directors to the Dial Global’s new eight-person board of directors. The three newly-elected directors are Brian Pope, Marshall Merriman and Ethan Underwood.
Washington Post’s Erik Wemple Examines Smerconish Departure from WPHT. In a piece in the Washington Post, media writer Erik Wemple takes a look at Michael Smerconish’s exit from longtime home base WPHT, Philadelphia for his new employer SiriusXM and, more specifically, Smerconish’s unwillingness to be defined as a dyed-in-the-wool conservative Republican and the CBS Radio station’s move to remain true to the conservative talk radio philosophy. Smerconish debuted this week on the satcaster’s POTUS channel – politics of the United States – that serves those interested in politics in general as opposed to the conservative and liberal talk channels the service also offers. Smerconish is not afraid to criticize what he believes are faults with both the news/talk format or the country in general, telling Wemple, “The problem for the country, I think, is that too many [people] cannot differentiate between entertainment and substance. The country is paying a price for this brand of polarized media…Too many politicians are taking their cues from people with microphones.” Wemple spoke with WPHT GM Marc Rayfield who says Smerconish’s philosophical change over the past few years veered from the station’s objective. He says there’s little passion for “middle-of-the-road.” He also says Smerconish “didn’t serve our core values. We wanted to remain conservative…We had been talking about the direction of the radio station for some time and we came to a mutual conclusion that we were not necessarily the best fit for each other.” Michael Smerconish will deliver the State of the First Amendment address at the Talkers New York 2013 conference in New York on Thursday, June 6. Read Wemple’s piece here.
Radio Legend Jim Bohannon Celebrates 30 Years in Syndication. The lifelong radio broadcaster has been in national syndication with Dial Global and its predecessors for 30 years as of Friday, April 19 when he celebrates that mark. Jim Bohannon began with the old Mutual Radio Network as a reporter and then started filling in for Larry King on his nationally syndicated program. The network was acquired by Westwood One and Bohannon took over for King’s late night slot in 1993. Bohannon recently re-signed with Dial Global (which acquired Westwood One) and will be honored with the “Lifetime Achievement Award” from TALKERS magazine at the Talkers New York 2013 industry convention in New York City on Thursday, June 6.
Doug Stephan Adds a Dozen Affiliates. Doug Stephan’s Stephan Multimedia reports the company has picked up a dozen new affiliates for the company’s radio offerings including Stephan’s “Good Day” nationally syndicated morning program, the weekend “Talk Radio Countdown Show” and others. New affiliates include: WNZS, Bangor, Maine; KTPA, Prescott, Arizona; WLBK, DeKalb, Illinois; KLEY, Wellington, Kansas; KMAS, Shelton, Washington; KVPI, Ville Platte, Louisiana; KXAR, Hope, Arkansas; KKLE, Winfield, Kansas; KOAL, Price, Utah; KUGN, Eugene, Oregon; WICO, Ocean City, Maryland; and WTIM, Taylorville, Illinois.
Media Management Group Expands into Network Syndication; Warren Eckstein’s Pet Show Joins Initiative. Longtime WOR, New York and WOR Radio Network personality Warren Eckstein returns to national syndication via Media Management Group’s new MMG Radio Network division. The syndicator reports Eckstein’s “The Pet Show” launched on Saturday, April 6 on more than 100 stations. Additionally, Warren’s “Pet Tip” can be heard daily on more than 200 stations. MMG also announces the new network will be led by Alan Eisenson, MMG’s EVP of business development. MMG states, “Eisenson has a 23-year background successfully programming news/talk radio stations in New York, Denver, Las Vegas and, most recently, Clear Channel’s news/talk properties in Sacramento and San Francisco.” On the new initiative, Eisenson says. “As the industry environment continues to evolve, the opportunity presented itself to acquire some of the format’s top talent in various niches. We’re thrilled to have seized that opportunity. We’re honored to be working with an accomplished pro like Warren Eckstein, and excited by the array of top caliber talent to come as we expand the network.” The MMG Radio Network says it will eventually include 12 hours of programming produced weekly and tailored for stations’ weekend lineups. The programs will also include a broad roster of digital elements, making them completely customizable for listeners to consume exactly when and how they wish.
Seton Hall University Radio Station Honors Alumni Glenn Schuck and Bob Windrem. Two alumni of Seton Hall University’s radio station WSOU, South Orange, New Jersey “The Loudest Rock” were honored at the station’s Hall of Fame induction ceremony this past Saturday. WINS, New York reporter Glenn Schuck (left) and NBC News producer Bob Windrem (right) were inducted during WSOU’s 65th anniversary dinner, which drew more than 200 people together to celebrate the station’s birthday. Some of the attendees included station alumni Bob Ley, Anthony Delia, Bill Rock, Full Metal Jackie, Pete Tauriello, Christina Stoffo, Frank Garrity, Mike DePippa, Joe Guzick, Mark Mitchell, and Gary Susalis, among others.
Boston Marathon Bombing Aftermath, Gun Legislation Proposals, and Teen Rape/Suicide Cases Among Top News/Talk Stories Yesterday (4/16). The aftermath of the Boston Marathon bombing was the dominant story on news/talk radio across the country on Tuesday. Other stories that registered included proposals for gun legislation and the high-profile cases of young teens allegedly raped who then committed suicide. The top stories are the result of ongoing research from TALKERS magazine.