Antitrust Law Daily Wrap Up, ACQUISITIONS & MERGERS—D.D.C.: Settlement allowing combination of radio station operators approved, (Oct 7, 2015)

By Jeffrey May, J.D.

The federal district court in Washington, D.C. has signed off on a U.S. consent decree permitting the combination of radio station operators Entercom Communications Corp. and Lincoln Financial Media Company. The consent decree required station divestitures that were intended to settle Department of Justice Antitrust Division concerns that Entercom's acquisition of Lincoln Financial Media would substantially lessen competition for the sale of radio advertising to advertisers targeting English-language listeners in the Denver area (U.S. v. Entercom Communications Corp., October 5, 2015, Contreras, R.).

In July, the Antitrust Division filed its complaint, challenging the acquisition valued at approximately $105 million. The government alleged that, without the divestitures, the acquisition would have given Entercom approximately 37 percent of advertising sales on English-language broadcast radio stations and would have combined stations that were vigorous head-to-head competitors for advertisers seeking to reach specific English-language audiences in the Denver Metro Survey Area or MSA.

At the same time the complaint was filed, the Justice Department filed the proposed consent decree. The consent decree required Entercom to divest to a government-approved buyer—Bonneville International Corporation—the following Denver broadcast radio stations: Entercom's KOSI FM and Lincoln's KKFN FM and KYGO FM. Under an exchange agreement with smaller radio station operator Bonneville, Entercom also included Lincoln's KEPN AM in Denver in a package to be traded to Bonneville in exchange for Los Angeles radio station KSWD FM, plus $5 million in additional consideration. Shortly after the settlement was announced, Philadelphia-based Entercom, the fourth largest radio broadcasting company in the United States, closed on the acquisition.

The case is Civil Action No. 1:15-cv-01119-RC.

Attorneys: Mark A. Merva for Department of Justice Antitrust Division. Edward Marcellus Williamson (Latham & Watkins LLP) for Entercom Communications Corp. Nelson O. Fitts (Wachtell, Lipton, Rosen & Katz) for Lincoln Financial Media Co.

Companies: Bonneville International Corp.; Entercom Communications Corp.; Lincoln Financial Media Co.

Cases: AcquisitionsMergers Antitrust AntitrustDivisionNews DistrictofColumbiaNews