Westwood One merging with Dial-Global


The move, expected to close Q4, creates a powerhouse in network radio syndication and ad sales that will give Oaktree Capital access to NASDAQ. Westwood recently sold its Metro Networks division to Clear Channel. The next move merges Westwood’s remaining ad sales, sports and network radio assets with Oaktree Capital-backed Dial Global (via Triton Radio Networks). Dial-Global will control the combined entity. The merged company will likely keep its listing on the NASDAQ (“WWON”). L.A.-based Gores Group took over control of Westwood One several years ago.

Much more of the details will come out on or before Thursday (8/4), when the 8-K is filed. Not all of the details have yet been worked out—including the new name and management structure. All of this will also be determined in the period between signing and closing, where the whole Hart-Scott-Rodino review process still needs to unfold.

The deal was a mutual approach of the shareholders of the respective companies. They both had interest in talking. The NY Times Dealbook blog claims the value of the transaction is $250 million.

Spencer Brown, co-CEO of Dial Global told us the Westwood content and the legacy of their company and Dial-Global’s services and ad rep businesses really compliment each other. In the press release, it was noted that the merged entity will “expand national advertising sales representation to independent content producers and networks.” We asked him about that:

“This isn’t a deal where there’s a lot of overlap and they end up with a ton of cutting. It’s a deal where you’ve got two companies that are operationally very synergistic. So Dial-Global has always provided third-party ad sales to a lot of small and medium producers. Westwood One has always had the big content that it sells to radio stations. I think the combination will expand the reach into both of those areas—that’s what we were trying to say.”

He adds, “We think [the merger] is good for our client base. We’re still very focused on what got us here, which is the ad sales and representing the independent producers who still need to have kind of a voice and say in the market. I think that’s important, rolling out.”

Brown confirms he and Co-CEO’s David Landau and Ken Williams will be the managers of the new entity, operationally.

Westwood One CEO Rod Sherwood tells RBR-TVBR:  “This is designed to create a broader media entity that can bring a range of complimentary products and services to our customers. We have spent the last 3 years improving the operating and financial health of the company, and this merger takes it to the next level.”

He adds: “The two companies are very complimentary on a product lineup basis. Westwood One is strong with the CBS relationship in the top 30 markets and a number of other markets, and Dial-Global is strong in a lot of the other markets, as well as in formats, service and digital. We believe this will enhance our ability to bring solutions to our customers business needs.”

Westwood One’s Chief Marketing Officer Chris Miller tells RBR-TVBR Westwood One will continue to exist as a public company. We asked about the main benefits of the merger: “It really does bring together two complimentary companies that can bring a broader suite of assets to our affiliates and advertising customers. We’re strong in sports, news, talk, music and entertainment. They’ve got strong programming, formats, services and digital. So I really do think they compliment each other well. That opportunity says we can just bring more solutions to our advertisers and our affiliates—which is what they’re looking for.”

The merger is a stock for stock transaction. “The combination of assets of Dial Global and Westwood One creates a diverse radio programming, services and advertising sales company, enhancing the array of products and services provided to radio stations and national advertisers. In addition, the merged entity will expand national advertising sales representation to independent content producers and networks,” said the companies.

Neal Schore, President and CEO of Triton Media Group, stated, “Following the contemplated merger, we will continue to work closely with Dial Global, as well as the entire industry to develop innovative technologies that will help the radio industry continue to evolve. Triton Media Group will focus exclusively on operating our remaining division, Triton Digital, which is the leading digital platform company for the radio industry.”

RBR-TVBR observation: Westwood One has completed a turnaround in the last three years and is now a stronger company that can complement Dial-Global’s products and services. Also, Landau, Spencer and Brown are great deal makers and have grown the company tremendously over the years—before and after the Oaktree money came in. The public markets should react well with them in charge. The end result will be good for radio—a stronger, unified presence for advertisers to reach broader audiences.