Citadel Broadcasting
Encyclopedia
Citadel Broadcasting Corporation was a Las Vegas
Las Vegas, Nevada
Las Vegas is the most populous city in the U.S. state of Nevada and is also the county seat of Clark County, Nevada. Las Vegas is an internationally renowned major resort city for gambling, shopping, and fine dining. The city bills itself as The Entertainment Capital of the World, and is famous...

, Nevada
Nevada
Nevada is a state in the western, mountain west, and southwestern regions of the United States. With an area of and a population of about 2.7 million, it is the 7th-largest and 35th-most populous state. Over two-thirds of Nevada's people live in the Las Vegas metropolitan area, which contains its...

-based broadcast holding company. Citadel owned 243 radio stations across the United States
United States
The United States of America is a federal constitutional republic comprising fifty states and a federal district...

 and was the third-largest radio station owner in the country. Only Clear Channel Communications
Clear Channel Communications
Clear Channel Communications, Inc. is an American media conglomerate company headquartered in San Antonio, Texas. It was founded in 1972 by Lowry Mays and Red McCombs, and was taken private by Bain Capital LLC and Thomas H. Lee Partners LP in a leveraged buyout in 2008...

 and Cumulus Media
Cumulus Media
Cumulus Media, Inc. is the second largest Owner and Operator of AM and FM radio stations in the United States, behind Clear Channel Communications, operating 570 stations in 150 markets as of September 16, 2011. The company also owns Cumulus Media Networks...

 owned more stations prior to Citadel's merger with Cumulus.

On March 10th, 2011, Cumulus Media announced that it would purchase Citadel Broadcasting. After receiving conditional regulatory approval from the Department of Justice and the Federal Communications Commission
Federal Communications Commission
The Federal Communications Commission is an independent agency of the United States government, created, Congressional statute , and with the majority of its commissioners appointed by the current President. The FCC works towards six goals in the areas of broadband, competition, the spectrum, the...

, the deal was approved by Citadel shareholders on September 15, 2011. The merger of the two companies closed on September 16, 2011, and Citadel became an indirect wholly owned subsidiary of Cumulus Media.

History

The company was founded in 1984 in Phoenix, Arizona by Larry Wilson as Citadel Associates Limited Partnership. In 1990 it was renamed Citadel Associates Montana Limited Partnership for the purpose of owning and operating stations in Montana that were formerly owned by CALP. A year later, Citadel Broadcasting was officially incorporated and in 1992 it acquired all of the radio stations owned by its predecessors. Within a decade, Citadel expanded to 26 states. Within that time period, it absorbed all Bloomington Broadcasting radio holdings and 11 stations from Dick Broadcasting Company and also acquired 3 radio stations from Slone Broadcasting, Inc. and Slone Radio, LLC. In 2001, Larry Wilson sold Citadel to private equity firm Forstmann Little & Company
Forstmann Little & Company
Forstmann, Little & Company is a private equity firm, specializing in leveraged buyouts . At its peak in the late 1990s, Forstmann Little was among the largest private equity firms globally...

 for $2.1 billion. By that time, the company had grown to 205 stations in 42 markets.

Citadel Broadcasting launched an online service called Citadel Interactive in 2005, and a year later launched Right Now Radio
Right Now Radio
Right Now Radio is an internet radio service owned and operated by Citadel Interactive . Prior to the merger of Citadel Broadcasting & Cumulus Media on September 16, 2011, Citadel's 184 stations were streaming online simultaneously and its listener status had reached 24 million since it was first...

. By July 2007, more than 180 of their stations were streaming online.

On February 6, 2006, Forstmann Little and The Walt Disney Company
The Walt Disney Company
The Walt Disney Company is the largest media conglomerate in the world in terms of revenue. Founded on October 16, 1923, by Walt and Roy Disney as the Disney Brothers Cartoon Studio, Walt Disney Productions established itself as a leader in the American animation industry before diversifying into...

 agreed to merge Citadel with Disney's ABC Radio. Shares representing 57% of Citadel were distributed to shareholders of The Walt Disney Company following the company's acquisition of 22 stations from ABC Radio.

After the merger, Citadel's ownership structure was:
  • 57%: Shareholders in The Walt Disney Company
  • 27%: Forstmann Little
  • 16%: Former Citadel shareholders exclusive of Forstmann Little or shareholders in Disney


ABC owned and operated affiliates of Radio Disney
Radio Disney
Radio Disney is a radio network based in Burbank, California and headquartered out of the Disney Channel headquarters on West Alameda Ave., from where it has been based since November 2008. Prior to that, the network was based in Dallas, Texas...

 and ESPN Radio
ESPN Radio
ESPN Radio is an American sports radio network. It was launched on January 1, 1992 under the original banner of "SportsRadio ESPN." ESPN Radio is located at ESPN headquarters in Bristol, Connecticut...

 were not included in the merger agreement, nor were the actual networks.

In order to comply with FCC ownership limitations, Citadel has sold off twelve of its radio stations. Ten of the stations' licenses have been transferred to a newly formed trust company, The Last Bastion Station Trust, LLC
The Last Bastion Station Trust, LLC
The Last Bastion Station Trust, LLC is a privately owned trust company that temporarily owns 6 radio stations previously owned by Citadel Broadcasting...

. The two-station Cortland, New York
Cortland, New York
Cortland is a city in Cortland County, New York, USA. As of the 2000 census, the city had a population of 18,740. It is the county seat of Cortland County.The City of Cortland, near the west border of the county, is surrounded by the Town of Cortlandville....

, cluster was sold off prior to the merger in a separate transaction; WIII
WIII (FM)
-External links:*...

 was sold to Saga Communications
Saga Communications
Saga Communications is a broadcasting company that owns and operates stations in 26 markets in the United States. The company, which is based in Grosse Pointe Farms, Michigan, primarily operates radio stations , but it also operates 9 television stations Saga Communications is a broadcasting...

 and WKRT (now WYBY
WYBY
WYBY is an AM radio station serving the Ithaca market under a religious format. The station, licensed to Cortland, New York, broadcasts on AM frequency 920 kHz and is now a Bible Broadcasting Network Owned-and-operated station.- History :...

) has been given to the Bible Broadcasting Network
Bible Broadcasting Network
The Bible Broadcasting Network is a listener-supported global Christian radio network staffed and headquartered in Charlotte, NC. The programming consists of 50% outside ministries, 30% music and 20% BBN produced programs...

 for free as a tax deductible donation.

However as of June 19, 2008; Arbitron
Arbitron
Arbitron is a consumer research company in the United States that collects listener data on radio audiences. It was founded as American Research Bureau by Jim Seiler in 1949 and became national by merging with L.A. based Coffin, Cooper and Clay in the early 1950s...

 has expanded Oklahoma City
Oklahoma city
Oklahoma City is the capital and largest city of the U.S. state of Oklahoma.Oklahoma City may also refer to:*Oklahoma City metropolitan area*Downtown Oklahoma City*Uptown Oklahoma City*Oklahoma City bombing*Oklahoma City National Memorial...

's market definition allowing Citadel to own 5 FM stations in the said area, at which time Citadel Broadcasting applied to re-acquire KKWD
KKWD
KKWD, known as "WILD 104.9", is a Rhythmic Top 40 radio station serving the Oklahoma City area. The Cumulus Media outlet broadcasts at 104.9 MHz with an effective radiated power of 6 kW and is licensed to Bethany, Oklahoma....

 from The Last Bastion Station Trust, LLC
The Last Bastion Station Trust, LLC
The Last Bastion Station Trust, LLC is a privately owned trust company that temporarily owns 6 radio stations previously owned by Citadel Broadcasting...

 with the Federal Communications Commission
Federal Communications Commission
The Federal Communications Commission is an independent agency of the United States government, created, Congressional statute , and with the majority of its commissioners appointed by the current President. The FCC works towards six goals in the areas of broadband, competition, the spectrum, the...

 (FCC). According to FCC documents, KKWD
KKWD
KKWD, known as "WILD 104.9", is a Rhythmic Top 40 radio station serving the Oklahoma City area. The Cumulus Media outlet broadcasts at 104.9 MHz with an effective radiated power of 6 kW and is licensed to Bethany, Oklahoma....

 was re-absorbed into Citadel's station portfolio on July 9, 2009.

On April 2, 2009; the staff of Citadel Broadcasting changed the name of "ABC Radio" to Citadel Media to reflect on its ownership of the major network.

In addition to Citadel Media, Citadel also owned the Arkansas Radio
Arkansas Radio Network
Arkansas Radio Network is a state-wide radio network serving radio stations in the state of Arkansas. ARN is headquartered in Little Rock, Arkansas operating from its flagship station KARN-FM and is under the ownership of Cumulus Media.-History:ARN began their broadcasting activities in 1967 and...

, Tennessee Titans Radio, Buffalo Bills
Buffalo Bills Radio Network
The Buffalo Bills Radio Network is a broadcast radio network based in Buffalo, New York, the official radio broadcaster of the Buffalo Bills. The network's radio broadcasts are currently flagshipped at WGRF in Buffalo, New York, a station owned by Cumulus Media...

 and the Michigan Talk
Michigan Talk Network
Michigan Talk Network is a 24-hour talk radio satellite that mainly serves 24 radio affiliates in the state of Michigan. It operates from its flagship station WJIM-AM in Lansing, Michigan and is under ownership of Cumulus Media...

 radio networks.

Company troubles

Since October 2007, Citadel has suspended nighttime HD Radio
HD Radio
HD Radio, which originally stood for "Hybrid Digital", is the trademark for iBiquity's in-band on-channel digital radio technology used by AM and FM radio stations to transmit audio and data via a digital signal in conjunction with their analog signals...

 broadcasts on 10 AM
AM broadcasting
AM broadcasting is the process of radio broadcasting using amplitude modulation. AM was the first method of impressing sound on a radio signal and is still widely used today. Commercial and public AM broadcasting is carried out in the medium wave band world wide, and on long wave and short wave...

 stations due to interference complaints. Those AM stations switched their nighttime broadcasts to C-QUAM
C-QUAM
C-QUAM is the method of AM stereo broadcasting used in Canada, the United States and most other countries. It was invented in 1977 by Norman Parker, Francis Hilbert, and Yoshio Sakaie, and published in an IEEE journal....

 AM Stereo
AM stereo
AM stereo is a term given to a series of mutually incompatible techniques for wireless radio broadcasting stereo audio in the AM band in a manner that is compatible with standard AM receivers...

 until Citadel and Ibiquity
IBiquity
iBiquity Digital Corporation is a company formed by the merger of USA Digital Radio and Lucent Digital Radio, with the goal of creating an in-band on-channel digital radio system for the United States and around the world...

 fix the problems.

On March 1, 2008, the former Disney/ABC Radio stations in Citadel's portfolio faced severe financial problems. That same day, hundreds of personalities were dismissed.

On September 12, 2008; Citadel Broadcasting has received a notice from the New York Stock Exchange
New York Stock Exchange
The New York Stock Exchange is a stock exchange located at 11 Wall Street in Lower Manhattan, New York City, USA. It is by far the world's largest stock exchange by market capitalization of its listed companies at 13.39 trillion as of Dec 2010...

 (NYSE) warning them that they will be facing a delisting after the company shares fell below the continuing listing criteria in the past 30 days. On February 27, 2009, the NYSE carried out that action. After an IPO of $20.67 in August 2003, and a high of $22.70 in December 2003, CDL closed at $0.01 on March 6, 2009. Delisting happened on March 5, 2009; its stock now trades on the OTC Bulletin Board
OTC Bulletin Board
The OTC Bulletin Board or OTCBB is an interdealer electronic quotation system in the United States that displays real-time quotes, last-sale prices, and volume information for many over-the-counter equity securities that are not listed on the NASDAQ stock exchange or a national securities exchange...

.

Since the delisting, the staff of Citadel Broadcasting ceased holding conference calls and would no longer issue quarterly guidance. But the 10-Q filed May 7, 2010 at the U.S. Securities and Exchange Commission (SEC) indicated that Citadel expected to remain in compliance with lender covenants through 2009. Given the current conditions, it would be unlikely for the company to meet the benchmarks it had to hit in 2010, starting January 15 of that year. Citadel is carrying $2 billion in debt following the June 12, 2007 deal with Disney for the ABC Radio properties. Overall, Citadel's revenue fell almost 23%.

In a quarterly SEC filing, the company disclosed the possibility of a Chapter 11 bankruptcy. The company, in the filing, says that it "does not expect to meet its covenant requirements under the Senior Credit and Term Facility as of January 15, 2010." The Wall Street Journal reported that Citadel worked on a "prearranged" bankruptcy package in which lenders would get ownership of Citadel in exchange for forgiving about $2 billion of the company's $2.76 billion-dollar debt. The filing began on December 20, 2009.

During that period, its Senior lenders took 90% of the equity, and the re-structuring approved by a Manhattan federal bankruptcy judge is now complete. The company’s debt was sliced by two-thirds from $2.14 billion to $762.5 million, and was poised to be an acquirer as well as an operator.

On Dec. 11, 2009, the Wall Street Journal reported that Citadel planned to file for bankruptcy by the end of the month, and Citadel filed for bankruptcy 9 days later. It emerged from bankruptcy in June 2010, owned by its lenders, the Dallas hedge fund R2 Investments, JPMorgan Chase and the buyout firm TPG.

Acquisition by Cumulus Media

Months after Citadel Broadcasting emerged from bankruptcy, it was approach by Atlanta-based Cumulus Media
Cumulus Media
Cumulus Media, Inc. is the second largest Owner and Operator of AM and FM radio stations in the United States, behind Clear Channel Communications, operating 570 stations in 150 markets as of September 16, 2011. The company also owns Cumulus Media Networks...

 with two different unsolicited merger offers. Both of which Citadel turned down. In February 2011, Cumulus was said to be in "exclusive negotiations" to acquire Citadel, according to CNBC
CNBC
CNBC is a satellite and cable television business news channel in the U.S., owned and operated by NBCUniversal. The network and its international spinoffs cover business headlines and provide live coverage of financial markets. The combined reach of CNBC and its siblings is 390 million viewers...

. The third offer would be worth $2.5 billion to Citadel shareholders, some of whom were said to have been pushing the board to consider a sale. On March 10, 2011, Citadel Broadcasting stations announced via email that Citadel Broadcasting had been purchased by Cumulus. The deal is worth $1.7 billion dollars and is expected to be finalized by the end of 2011, pending Citadel Broadcasting's shareholders' approval. It has been confirmed that some of the Cumulus or current Citadel radio stations will be transferred into a trust due to FCC ownership limitations, especially in those markets where Citadel has a grandfathered over-the-limit group now. Two of its stations WELJ
WELJ
WOWB is a radio station licensed to serve Brewton, Alabama, USA. The station is owned by Agape Educational Media. It airs a contemporary Christian music format.-History:...

 (Montauk, New York
Montauk, New York
Montauk [ˈmɒntɒk] is a census-designated place that roughly corresponds to the hamlet with the same name located in the town of East Hampton in Suffolk County, New York, United States on the South Shore of Long Island. As of the United States 2000 Census, the CDP population was 3,851 as of 2000...

) and WCAT-FM
WCAT-FM
WCAT-FM is Red 102.3, a 3,000 watt country music radio station in Carlisle, Pennsylvania serving Carlisle and the surrounding communities.-Personalities:Current air personalities include:*Rick Sten *Rich Creeger*Val Baldwin*Alex Harley...

 (Carlisle, Pennsylvania
Carlisle, Pennsylvania
Carlisle is a borough in and the county seat of Cumberland County, Pennsylvania, United States. The name is traditionally pronounced with emphasis on the second syllable. Carlisle is located within the Cumberland Valley, a highly productive agricultural region. As of the 2010 census, the borough...

) are confirmed to be placed in a trust operated by Scott Knoblauch. The deal closed on September 16, 2011.

Employee poaching suit

In early 2007, Citadel Broadcasting filed a lawsuit
Lawsuit
A lawsuit or "suit in law" is a civil action brought in a court of law in which a plaintiff, a party who claims to have incurred loss as a result of a defendant's actions, demands a legal or equitable remedy. The defendant is required to respond to the plaintiff's complaint...

 against Peak Broadcasting, claiming Peak raided its staff and secured company information. Peak operated in the Boise, ID
Boise, Idaho
Boise is the capital and most populous city of the U.S. state of Idaho, as well as the county seat of Ada County. Located on the Boise River, it anchors the Boise City-Nampa metropolitan area and is the largest city between Salt Lake City, Utah and Portland, Oregon.As of the 2010 Census Bureau,...

 market after purchasing six radio stations from Clear Channel Communications
Clear Channel Communications
Clear Channel Communications, Inc. is an American media conglomerate company headquartered in San Antonio, Texas. It was founded in 1972 by Lowry Mays and Red McCombs, and was taken private by Bain Capital LLC and Thomas H. Lee Partners LP in a leveraged buyout in 2008...

. Citadel also owns six stations in Boise. The suit claimed that one of the former Citadel employees stole a computer disk with critical information
Confidentiality
Confidentiality is an ethical principle associated with several professions . In ethics, and in law and alternative forms of legal resolution such as mediation, some types of communication between a person and one of these professionals are "privileged" and may not be discussed or divulged to...

 after asking the Citadel IT person to help him copy information, which Peak then used to compete against Citadel in Fresno, CA
Fresno, California
Fresno is a city in central California, United States, the county seat of Fresno County. As of the 2010 census, the city's population was 510,365, making it the fifth largest city in California, the largest inland city in California, and the 34th largest in the nation...

, as well. Peak has denied the allegations, but the two parties reached a confidential settlement, which included an undisclosed payment to Citadel, according to the Idaho Statesman
Idaho Statesman
The Idaho Statesman is a U.S. daily newspaper serving the Boise, Idaho metropolitan area. The paper has a circulation of 61,000 daily, 83,038 Sunday, and employs about 300 people. It is owned by The McClatchy Company....

.

Becoming environmentally friendly

On April 16, 2008, Citadel Broadcasting became the first organization-wide radio company to join the Environmental Protection Agency
United States Environmental Protection Agency
The U.S. Environmental Protection Agency is an agency of the federal government of the United States charged with protecting human health and the environment, by writing and enforcing regulations based on laws passed by Congress...

's "Green Power Partnership Program" and committed $1 million (USD
United States dollar
The United States dollar , also referred to as the American dollar, is the official currency of the United States of America. It is divided into 100 smaller units called cents or pennies....

) in Educational Green public service announcement
Public service announcement
A public service announcement or public service ad is a type of advertisement featured on television, radio, print or other media...

s. In April 2008, ABC/Citadel's KGO-AM
KGO (AM)
KGO is a news/talk-format radio station radio with offices and studios in San Francisco, California. Unlike most other American news/talk stations, KGO originates nearly all of its own programming locally. Since 1978, KGO radio has received Arbitron's number-one ranking in the Bay Area...

 in San Francisco, California
San Francisco, California
San Francisco , officially the City and County of San Francisco, is the financial, cultural, and transportation center of the San Francisco Bay Area, a region of 7.15 million people which includes San Jose and Oakland...

 was installing equipment for broadcasing with solar power
Solar power
Solar energy, radiant light and heat from the sun, has been harnessed by humans since ancient times using a range of ever-evolving technologies. Solar radiation, along with secondary solar-powered resources such as wind and wave power, hydroelectricity and biomass, account for most of the available...

 during the daytime
Daytime (astronomy)
On Earth, daytime is roughly the period on any given point of the planet's surface during which it experiences natural illumination from indirect or direct sunlight....

hours. The maximum rated output of the solar cells installed at the KGO transmitter site is a little over 7 kW, which under ideal conditions is about 15% of the 50 kW of electricity radiated by the transmitter during daytime hours.http://guntherportfolio.blogspot.com/2008/05/kgo-radio-solar-project-update-solfocus.html
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