On March 19, RBR+TVBR reported that a Wisconsin Class A FM branded as “The Valley’s #1 Hit Music Station!” was poised to become the newest member of the Woodward Communications family.
The facility had been purchased in a deal that involved no broker or finder. But, should a deal have been struck? The entity that had been operating this station via an LMA for the last several years says no, and it wants the FCC to stop the deal.
In an Asset Purchase Agreement filed March 19 with the Commission, Woodward is obtaining WBJZ-FM 104.7 in Berlin, Wisc., from Caxambas Corp. for $720,000.
The deal is structured so that a $500,000 payment will be made at closing. Then, Woodward will make additional payments of $100,000 on the first and second anniversary of the closing date, respectively. A final $20,000 payment will be made on the third anniversary of the closing date.
WBJZ is already under Woodward control, with commercial free rock music; the online stream for “B104.7” is now the station’s main outlet to reaching listeners — and the only home for paid advertising including a spot for a local A&W restaurant heard in the 2pm hour Wednesday (5/9).
That’s where a third party, Martini Broadcasting LLC, enters the picture. This is the company that for the last decade “has worked tirelessly to build WBJZ into a community staple” through a LMA agreement with Caxambas Corp.
As such, it filed a Petition to Deny WBJZ’s sale to Woodward with the Commission. In the petition, Martin asserts that Caxambas didn’t create “this valuable community asset. Petitioner did.”
Further, Martini revealed, it has a contractual right to purchase WBJZ through an option agreement tied to a Time Brokerage Agreement struck in April 2008. This arrangement gave Caxambas a monthly fee along with a $126,000 cash consideration tied to the option payment.
This deal expired on the final day of 2013, but Martini asserts the deal was extended with some modifications that did not change the basics of the original agreement.
In fact, Martini says discussions in October, November and December 2017 were conducted regarding a possible sale of WBJZ to Martini within the next 12 months.
The March 2018 sale to Woodward caught Martini off guard, it contends.
Further, Martini says that Caxambas at first claimed no contract existed between the parties because there have been no written extensions since Dec. 31, 2013. But, that position was retracted. Now, says Martini, Caxambas claims the Time Brokerage Agreement did exist but was cancelled with the Form 314 filing of the sale of WBJZ.
This presents a fundamental flaw, Martini argues, as the TBA and Option Agreement are interlinked, and not separate deals. Further, the $126,600 cash consideration is not being refunded to Martini — and it is less than pleased.
Martini Media is helmed by Marty Schibbelhut. He did not respond to RBR+TVBR‘s emailed request for comment by deadline.
For its part, Caxambas filed an Opposition to the petition to deny its purchase of WBJZ with the Commission. In it, it said Martini has no standing in the matter. Why? It argues that the Option Agreement expired at the end of 2013 and is not tied to the continuing TBA.
Further, Caxambas argues, “Totally apart from the alleged contractual right, which has not been established by any court of competent jurisdiction, Martini’s prayer is, in essence, a request for the Commission to substitute Martini for the proposed assignee. This is statutorily forbidden.”
It’s now up to the FCC to determine who is right. In the meantime, Woodward’s in control of the station.
Kelly Radandt, General Manager of Woodward Radio Group, confirms to RBR+TVBR that commercial free Active Rock programming is airing on WBJZ. She would not reveal the long-term plans for the signal.
Commenting on the Caxambas-Martini battle, Radandt says, “We are in no way involved in the matter. That is between the two of them and are not involved in that.”