Newcap Acquires Toronto And Vancouver Stations

Newcap Boom 97.3 CHBM Flow 93.5 CFXJ Toronto Shore 104 104.3 CHHR Vancouver Astral Bell Virgin 95.3 CKZZ 650 CISLNewfoundland Capital Corporation has agreed to acquire the five Toronto and Vancouver stations required to be spun-off as part of the Bell/Astral merger for $112 Million Canadian.

The stations involved are Urban “Flow 93.5” CFXJ and Classic Hits “Boom 97.3” CHBM Toronto and Standards “AM 650” CISL, Hot AC “95.3 Virgin Radio” CKZZ, and AAA “Shore 104.3” CHHR Vancouver.

The press release regarding the sale follows:

Newfoundland Capital Corporation (“NCC” or the “Company”) (TSX: NCC.A, NCC.B) and Bell Media (TSX, NYSE: BCE), are pleased to announce that NCC’s wholly-owned subsidiary, Newcap Inc. (“Newcap”), has entered into an agreement to acquire from Bell Media Inc. the radio broadcasting licences CHBM-FM (Boom 97.3) and CFXJ-FM (93.5 Flow) in Toronto, Ontario and CKZZ-FM (Virgin Radio 95.3), CHHR-FM (Shore 104.3 FM), and CISL-AM (AM 650) in Vancouver, British Columbia, for a price of $112 million plus the assumption of certain liabilities. The transaction is subject to approval from the Canadian Radio-television and Telecommunications Commission (“CRTC”) and the Competition Bureau.

President and Chief Executive Officer Rob Steele comments: “The acquisition of these stations in Canada’s two largest radio markets is a rare opportunity and is a transformational move for Newcap. This provides an excellent opportunity for us going forward – greatly expanding our listener base and increasing the size of our business. We specialize exclusively in radio and all of our focus and expertise is dedicated to creating successful radio stations which benefits our employees, listeners and advertising clients.”

“Parting with valued and dynamic assets is never easy,” said Jacques Parisien President, National Specialty and Pay TV, Radio, and Out-of-Home, Bell Media. “However, Newcap’s acquisition of CHBM-FM, CFXJ-FM, CKZZ-FM, CHHR-FM, and CISL-AM is tremendous news for the stations’ employees, listeners, and clients, as well as the Canadian radio industry. Newcap is a well-respected company and we know that their strong management team will help these stations grow.”

The transaction is structured as an acquisition of shares and will be paid in cash at closing, subject to certain working capital adjustments as well as other customary conditions. The acquisition will be financed with the Company’s existing $90 million revolving credit facility along with a newly committed, non-revolving credit facility of $90 million. Scotiabank is the lead lender with increased participation from TD Bank as well as the addition of the Royal Bank of Canada to the Company’s banking syndicate.

For the twelve month period ending May 31, 2013 the stations had revenues of approximately $40 million. The Company expects the acquisition to be accretive to earnings per share and the free cash flow generation from the combined business should allow the Company to reduce its debt leverage on a timely basis.

Newcap’s acquisition of these radio stations is a result of Bell’s acquisition of Astral. Astral and Bell are divesting certain radio stations to comply with the CRTC’s Common Ownership Policy, which limits the number of stations a company can own in a single market.

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