http://www.latimes.com/business/nationworld/wire/ats-ap_business10feb06,1,348786.story?coll=la-wires-business

Disney to Sell ABC Radio Stations, Network
By GARY GENTILE
AP Business Writer

10:15 PM PST, February 6, 2006


LOS ANGELES — The Walt Disney Co. said it will sell its 22 ABC Radio 
stations and network to Citadel Broadcasting Corp. in a cash and stock deal 
valued at $2.7 billion.

The transaction gives Disney shareholders about a 52 percent stake in a new 
company, called Citadel Communications, which combines Citadel's stations 
with Disney's ABC assets.

The deal does not include Disney's ESPN and Radio Disney network.

The transaction gives Citadel 177 FM stations and 66 AM stations in the 
country's top markets, making it the nation's third largest radio group. 
The complex deal is structured to be tax free to Disney shareholders.

Disney also reported higher earnings in its first quarter despite a plunge 
in profits from its studio division.

The media conglomerate said net income rose to $734 million, or 37 cents 
per share, in the quarter ended Dec. 31, compared with $666 million, or 33 
cents per share in the same period last year.

Revenue rose slightly to $8.854 billion from $8.666 billion in the same 
quarter last year.

The current quarter includes a one-time gain of $70 million, or 2 cents per 
share, related to the sale of assets.

The results of 35 cents per share after the one-time gain beat estimates 
from analysts surveyed by Thomson Financial, which had expected earnings of 
30 cents per share on revenue of $8.791 billion.

Disney's studio profits fell 60 percent during the quarter on lower box 
office results and home video sales. The quarter suffered from a difficult 
comparison with last year, which saw the theatrical release of "The 
Incredibles" and "National Treasure."

The company said it expects higher revenue from the studio next quarter 
when its theatrical hits "Chronicles of Narnia: The Lion, The Witch and The 
Wardrobe" and "Chicken Little" are released on DVD.

Profits rose 51 percent at Disney's theme parks on the success of the 
yearlong promotion marking the 50th anniversary of its Disneyland park in 
Anaheim. Attendance at the company's two domestic parks and its parks in 
Tokyo and Paris grew by double digits.

Disney's newest park in Hong Kong saw strong attendance over the Chinese 
New Year. The park sold out on four consecutive days during the holiday 
period, the company said.

Advertising revenue at Disney's ABC television network and cable 
properties, including ESPN, grew by double digits in the quarter and remain 
strong, the company said. ABC is benefiting from strong ratings growth from 
hits shows such as "Lost" and "Grey's Anatomy."

Disney has said for more than a year it was looking to sell its ABC radio 
group. The company said Monday that owning the radio stations was not 
important to its core goals of creating popular shows, using new technology 
and expanding internationally.

"With this merger we have a unique opportunity to offer Disney shareholders 
ownership in a new radio leader that will be well positioned for long-term 
success," Disney Chief Executive Robert Iger said.

Citadel CEO Farid Suleman will lead the new company.

Disney will borrow between $1.4 billion and $1.65 billion, using its ABC 
radio holdings as collateral. It will then either spin off or split off the 
stations in a transaction -- depending on market conditions and other 
factors -- that would require Disney shareholders to swap shares for shares 
in a new entity.

Disney would then merge the new, temporary, holding company with Citadel in 
a transaction that is structured so Disney shareholders won't have to pay 
taxes on the sale. The debt would then be transferred to the new entity.

The rest of the value of the deal comes from Disney's share of equity in 
the new radio company.

Disney shares rose 2.1 percent in after-hours trading. Earlier, the shares 
fell 5 cents to close at $24.96. The stock has traded between $22.89 and 
$29.99 over the past year.


================================
George Antunes, Political Science Dept
University of Houston; Houston, TX 77204
Voice: 713-743-3923  Fax: 713-743-3927
antunes at uh dot edu



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