Profitably Buying and Selling Broadcast Stations

Order the softcover edition here for $49.95.
Order the e-book edition here for $39.95.
Order by phone, call 1-800-288-4677 ext. 5022.

Profitably Buying and Selling Broadcast Stations provides a Road Map for Buyers, Sellers and Investors in Broadcast Stations.

This book guides you step-by-step over that long, often rocky, road from the initial letter of intent to the closing, helping you to avoid the potholes and pitfalls in between. It provides a roadmap that will prevent costly mistakes and sleepless nights by avoiding problems that could surface after the closing due to inadequate due diligence or incomplete document preparation.


Letters of Intent

Provides guidelines on whether you should rely only on a “handshake deal,” enter into a letter of intent, or, instead, immediately proceed to the preparation of the definitive documents.

Provides a detailed checklist of points to consider treating in a letter of intent.

Identifies the factors that a court will consider when deciding upon the enforceability of a letter of intent.

Anatomy of a Purchase and Sale Agreement

Discusses the considerations involved in deciding whether to do a stock deal or an asset transaction.

Outlines the provisions of a comprehensive asset purchase agreement.

Describes the representations and warranties, as well as the affirmative and negative covenants, for which a prudent buyer should negotiate.                

Provides a handy checklist of closing documents, prorations and adjustments, and special conditions essential to the closing.

Includes a short course covering topics like indemnification, risk of loss and breach of contract, and discusses bulk sales laws, liquidated damages and other legal esoterica.

The Legal, Financial and Engineering

Due Diligence Process

Explains what due diligence is and why it is important.

Outlines the due diligence process involved in the sale and purchase of a radio station and provides guidelines on the breadth and depth of the process.

Identifies some typical due diligence “land mines” for buyers.

Provides tips on assembling your “due diligence team” to achieve a thorough, effective review while avoiding costly duplication of efforts.

Includes a comprehensive checklist of the issues that might be included in the legal due diligence process.

Provides a detailed checklist of four aspects of a due diligence engineering review:  determining the upgrade potential of the targeted radio station, assessing potential competition, determining whether a station is operating in accordance with the FCC rules and its authorizations, and inspecting the equipment of a station.

Satisfying the FCC

Provides a short course on FCC rules and polices governing radio station transactions.

Offers sample clauses designed to avoid FCC pitfalls that can kill the deal.

Advises on such topics as avoiding an unauthorized transfer of control and expediting the FCC application process.

Explains in straightforward terms the FCC’s “rule against reversion” and the Commission's policies on hypothecation and security provisions.

A Seller’s Perspective

Suggests practical methods for developing an effective strategy for selling a radio station.

Provides a checklist of activities that the seller should engage in before and after signing the contract … and before and after the closing.

Discusses a range of contract provisions designed to protects the Seller’s interests.

A Buyer’s Perspective

Describes ways to avoid surprises concerning the condition of the equipment, the status of the real property, the accuracy of the financial statements, and the seller’s handling of the accounts payable.

Suggests ways to structure environmental and engineering audits and assessments to eliminate the risk of multimillion dollar liabilities.

Presents some positive as well as punitive approaches to address the potential of a “material adverse change” in the operation of the station between the signing of the contract and the closing.

Illustrates some creative uses of accounts receivable.

Closing the Transaction

Details the tasks that must be accomplished at the closing.

Identifies the “closing documents” – the various agreements, schedules, certificates, and other documents that the parties to a transaction typically exchange.

Highlights those closing documents that usually require more time and effort to prepare.

The Appendices

Contains a sample Confidentiality Agreement, which the authors recommend that the seller and potential purchaser sign prior to negotiating a letter of intent, or if no letter is contemplated.

Includes four illustrative letters of intent that might be regarded as a starting point to be tailored to your individual objectives and concerns.

Contains a sample Consulting Agreement whereby a principal of the buyer serves as a consultant to the seller until the transaction closes.

Provides a short course on FCC policies governing Time Brokerage Agreements, also known as Local Marketing Agreements (LMAs), titled “ABCs of LMAs,” and a suggested checklist to be used by the licensee-seller to assure compliance with FCC rules and policies and the terms of the LMA.

Contains two illustrative Time Brokerage or Local Marketing Agreements, including one which is drafted to enable the buyer to air programs and sell advertising during the period between the execution of the definitive acquisition agreement and the closing.

Contains three sample “due diligence” requests for information; one is based on a request prepared by a financial institution while the other two were prepared by prospective buyers.

Contains a sample Rescission or Unwind Agreement used by sellers and buyers who close the transaction prior to the time that the FCC grant of the assignment or transfer application becomes a final order no longer subject to appeal.

Order the softcover edition here for $49.95.
Order the e-book edition here for $39.95.
Order by phone, call 1-800-288-4677 ext. 5022.

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About the authors:

Erwin G. Krasnow, former General Counsel of the National Association of Broadcasters, has been called the "dean of the communications bar" by the Legal Times and has represented sellers and buyers of broadcasting, telecommunications and tower properties in transactions totaling in excess of $21 billion.

John M. Pelkey has not only counseled numerous clients in the purchase and sale of many hundreds of broadcast stations, but he has represented diverse communications and media entities involved in the provision of new forms of communication and information dissemination.

John Wells King has counseled clients on traditional broadcast issues including transactional matters for radio, television, cable, and ISPs; in new technologies that expand the entertainment platform; and in related areas such as trademark and copyright protection and licensing, and other intellectual property issues.

For more information, contact Erwin G. Krasnow at (202) 298-2161, ekrasnow@gsblaw.com; John M. Pelkey at (202) 298-2528, or jpelkey@gsblaw.com; John W. King at (202) 298-2520, jking@gsblaw.com.

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Testimonials:

"Profitably Buying and Selling Radio Stations" is so thorough that a buyer or seller should buy two copies--the extra to give to their lawyer!

Jay Williams
President, Broadcasting Unlimited

"Profitably Buying and Selling Radio Stations" is an invaluable tool.  If only it were written two decades ago, many mistakes could have been avoided.  As a buyer of TV broadcast properties, it appears that the same cautionary tales apply to TV as well as radio. 

Barbara Laurence
President, LK Station Group

"Profitably Buying and Selling Radio Stations" presents the essential guidelines for deal-making that many of us know but don't always apply. A must read before and during negotiations.

Robin Martin
President, The Deer River Group

"Profitably Buying and Selling Radio Stations" details the important qualitative and behavioral aspects of a transaction that can create logjams. It also coherently describes the purely legal, technical, and financial issues of a deal. All of these issues are covered clearly and the book is a good read as well.

John Sanders
Principal, Bond & Pecaro, Inc.

"Profitable Buying and Selling Radio Stations" is an excellent guide to broadcast station acquisitions.  Virtually all of the contents apply to the purchase and sale of TV stations.  Thanks to the authors for making buying and selling media properties understandable and doable for those of us who have the interest, money and time.

John Oxendine
President, Blackstar Management, L.L.C.

"Profitably Buying and Selling Radio Stations" will save you from the "school of hard knocks" on the way to buying a radio station.  The book dives deep into the purchase process.  The authors have created a radio broadcasters' gem.  Great work guys!

Gary Shorman
President, Eagle Communications, Inc.

Order the softcover edition here for $49.95.
Order the e-book edition here for $39.95.
Order by phone, call 1-800-288-4677 ext. 5022.

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