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Raycom Media

Raycom Media, Inc. was an American media company founded in 1996 and headquartered in Montgomery, Alabama, specializing in television broadcasting.^[1]^[2] The company owned or provided services for 65 television stations and two radio stations across 44 markets in 20 states, serving approximately 16% of U.S. television households.^[3]^[4] Raycom expanded through acquisitions, including digital advertising firm PureCars in 2015 for $125 million, marking a significant move into advertising technology.^[5] In January 2019, Gray Television acquired Raycom for $3.65 billion, integrating its assets and effectively ending Raycom's independent operations, which transformed Gray into a larger national broadcaster.^[6]^[7]

History

Founding and Early Expansion (1996–2005)

Raycom Media, Inc. was established in 1996 as a holding company formed by a group of investors, including the Retirement Systems of Alabama, to acquire the broadcasting assets of Ellis Communications Corporation. The transaction, announced on May 16, 1996, was valued at $732 million in cash and encompassed 12 television stations, two radio stations, and Raycom Sports, a sports production and syndication firm originally founded in 1979.^[8] The acquisition closed on September 12, 1996, providing Raycom with an immediate footprint in mid-sized U.S. markets, primarily affiliated with ABC, CBS, NBC, and Fox networks.^[9] Headquartered in Montgomery, Alabama, the company focused on operational efficiencies and local content production from inception.^[1] Following the Ellis acquisition, Raycom pursued incremental expansion to build scale while navigating FCC ownership limits. In mid-1996, shortly after formation, it agreed to purchase eight additional television stations from Federal Enterprises, Inc., bolstering its presence in secondary markets. By the late 1990s, Raycom had divested its radio assets to concentrate on television broadcasting and entered digital ventures, acquiring a 35% stake in WorldNow, a provider of internet tools for broadcasters, to enhance online capabilities amid the dot-com era. This period marked a shift toward integrated media services, with Raycom emphasizing syndicated programming and sports rights through its retained Raycom Sports division. Into the early 2000s, Raycom continued acquiring stations to reach critical mass in underserved regions. In 2003, it purchased several Fox-affiliated television stations from Waitt Media, including properties like WFXL in Albany, Georgia, expanding its portfolio in the Southeast and Midwest while triggering related divestitures to comply with market concentration rules.^[10] By 2005, Raycom owned or operated around 30 television stations across 20 states, reflecting steady growth from its initial 15-station base through targeted deals rather than large-scale mergers. That year, it tested and invested in emerging digital multicast networks, such as an initial stake in The Tube Music Network and launching programming syndication across 30 of its outlets in June, signaling adaptation to multichannel television and early digital distribution.^[11] This expansion phase solidified Raycom's position as a regional powerhouse, prioritizing operational synergies over aggressive national dominance.

Major Acquisitions and Growth Phase (2006–2015)

In January 2006, Raycom Media completed its $987 million acquisition of the Liberty Corporation, adding 15 television stations across markets including Columbia, South Carolina; Beaumont, Texas; and Peoria, Illinois, thereby roughly doubling its station portfolio to approximately 30 outlets.^[12]^[13] The deal, initially announced in August 2005, involved paying $47.35 per Liberty share and assuming certain debts, positioning Raycom as a more prominent mid-sized broadcaster with enhanced coverage in the Southeast and Midwest.^[14] Building on this expansion, Raycom announced in November 2007 its agreement to purchase three major-market television stations from Lincoln Financial Group—WWBT in Richmond, Virginia; WBTV in Charlotte, North Carolina; and WCSC in Charleston, South Carolina—for $583 million, along with Lincoln's sports syndication operations.^[15] The transaction, finalized in April 2008, strengthened Raycom's presence in high-value Nielsen markets, adding dominant NBC, CBS, and CBS affiliates that collectively served over 2 million households and boosted annual revenues from these assets.^[16]^[17] Throughout the intervening years, Raycom pursued selective opportunities to consolidate holdings, though major station deals were limited amid FCC ownership restrictions and economic pressures from the 2008 financial crisis. The company focused on operational synergies from prior buys, such as shared services agreements, while navigating regulatory scrutiny on market concentration. By 2015, Raycom accelerated growth with its $160 million acquisition of Drewry Communications Group, completed in December, incorporating four stations in Texas and New Mexico, including NBC affiliate KFDA-TV in Amarillo and NBC affiliate KWES-TV in Odessa-Midland.^[18]^[19] This deal expanded Raycom's footprint in the Southwest, increasing its total to over 50 stations and enhancing digital and multicast capabilities in underserved regions. Additionally, in October 2015, Raycom acquired Fox affiliate KNIN-TV in Idaho Falls, Idaho, for $14.5 million from E.W. Scripps, further diversifying affiliations despite required divestitures in related FCC reviews. These moves solidified Raycom's strategy of targeting undervalued assets in growing markets, driving revenue growth through economies of scale in news production and advertising.

Final Years and Pre-Merger Developments (2016–2018)

In September 2017, Raycom Media merged with Community Newspaper Holdings Inc. (CNHI), acquiring approximately 100 newspapers across 22 states and diversifying its holdings beyond television into print media.^[20] The transaction, completed on September 29, 2017, integrated CNHI as a wholly owned subsidiary, forming one of the largest privately held media companies in the United States with combined operations in overlapping markets requiring limited divestitures to maintain compliance.^[21]^[22] This expansion supported Raycom's strategy to bolster revenue streams amid shifting advertising landscapes, leveraging print assets for cross-platform synergies with its broadcast properties.^[23] During 2016 and early 2018, Raycom focused on operational efficiencies and digital integration, including sponsorships like the Raycom Media Camellia Bowl college football game held on December 17, 2016, in Montgomery, Alabama, to enhance regional brand visibility.^[24] The company maintained its portfolio of over 60 television stations while navigating industry consolidation trends, with blended net revenues from core operations reaching significant scale on a 2016-2017 basis.^[25] The period culminated on June 25, 2018, when Gray Television announced its agreement to acquire Raycom for $3.647 billion in total proceeds, including $3.547 billion in enterprise value plus $100 million in Raycom cash.^[25] Structured as a mix of cash and Gray stock, the deal positioned the combined entity as the third-largest U.S. broadcast group by station count, encompassing 142 full-power stations in 92 markets and additional assets like CNHI newspapers and digital platforms.^[26] This transaction reflected broader sector dynamics of scale-seeking amid cord-cutting pressures, though it necessitated planned divestitures in overlapping markets to address antitrust concerns.^[27]

Operations

Television Stations and Affiliations

Raycom Media owned or provided services for 65 television stations across 44 markets in 20 states as of June 2018, prior to its acquisition by Gray Television.^[28]^[29] These stations encompassed affiliations with the major broadcast networks—ABC, CBS, NBC, and Fox—as well as secondary networks including The CW and MyNetworkTV, alongside independent and syndicated programming on main channels and digital subchannels.^[30]^[31] The company's portfolio featured prominent CBS affiliates such as WBTV (channel 3) in Charlotte, North Carolina; WCSC (channel 5) in Charleston, South Carolina; and KSLA (channel 12) in Shreveport, Louisiana.^[31]^[32] NBC stations included WWBT (channel 12) in Richmond, Virginia; WAVE (channel 3) in Louisville, Kentucky; and WMC (channel 5) in Memphis, Tennessee.^[31] ABC affiliates comprised outlets like WLOX (channel 13) in Biloxi, Mississippi, while Fox stations included WFXG (channel 54) in Augusta, Georgia, and KWES-TV (channel 9) in Odessa-Midland, Texas.^[31]^[30] Raycom's holdings often positioned it as a leading operator in midsize markets, with many stations ranking as the top-rated local outlet for news and programming.^[30] Digital multicast channels expanded affiliations, with numerous Raycom stations carrying The CW or MyNetworkTV on subchannels, enabling broader content distribution without additional full-power licenses. For instance, stations like KGMB (CBS) in Honolulu, Hawaii, integrated such subchannels alongside primary network feeds.^[31] This structure allowed Raycom to maximize spectrum use under FCC digital transition rules established in 2009, supporting both national network obligations and local content production.^[33] The diversity of affiliations reflected Raycom's strategy of acquiring established local broadcasters, prioritizing markets with strong viewer reach and advertising potential over uniform network alignment.^[25]

Additional Media Assets and Services

Raycom Media operated several production subsidiaries focused on content creation beyond its core television stations. Raycom Sports, based in Charlotte, North Carolina, specialized in sports media production, including video content distribution, event management, sponsorship sales, and digital platforms for major conferences such as the Atlantic Coast Conference (ACC) and Big 12.^[34] The division managed multimedia rights, produced live events, and developed streaming services like "The Vault" for archived content on official conference websites.^[9] In 2012, Raycom acquired Tupelo-Honey Productions, forming Tupelo-Raycom, which produced original programming, live sports events, music specials, and branded features for broadcast and digital distribution.^[35] Broadview Media, a Montgomery, Alabama-based facility owned by Raycom, provided post-production services, digital signage solutions, and video editing for internal and external clients, supporting content localization and advertising production across Raycom's network.^[36] Raycom also expanded into digital marketing with the 2015 acquisition of PureCars, an automotive-focused platform offering data-driven advertising, website tools, and lead generation services integrated with Raycom's station websites to enhance local sales.^[37] In September 2017, Raycom merged with Community Newspaper Holdings, Inc. (CNHI), incorporating it as a subsidiary that published over 100 daily and weekly newspapers in small- and medium-sized U.S. markets, primarily in the Southeast and Midwest, alongside digital editions and classified advertising services.^[38] This added print media assets to Raycom's portfolio, though CNHI's operations remained separate from broadcast activities, with plans for potential divestiture announced prior to Raycom's 2019 acquisition by Gray Television.^[25] Raycom further invested in niche content production, including a stake in Swirl Films for urban film development in 2011, and supported over-the-air carriage of networks like Bounce TV across 26 markets starting in 2011, facilitating multicast digital subchannels for targeted audiences.^[39] These assets complemented Raycom's convergence strategy, which included shared newsroom services, OTT streaming initiatives, and digital asset management to extend station content online.^[40]

Acquisition and Merger

Announcement and Deal Terms

On June 25, 2018, Gray Television, Inc. announced an agreement to acquire Raycom Media, Inc., an employee-owned broadcaster, in a transaction that would combine the two companies and create the third-largest owner of local television stations in the United States by revenue.^[25]^[41] The deal terms provided for total consideration of approximately $3.65 billion, comprising $2.85 billion in cash, $650 million in a new series of Gray preferred stock issued to Raycom's employee stock ownership plan, and 11.5 million shares of Gray common stock.^[41]^[42] The enterprise value, including the assumption of Raycom's net debt and other obligations, was estimated at around $3.6 billion.^[43] Under the merger agreement, Raycom shareholders would receive the specified cash and stock consideration, with the transaction financed through a combination of Gray's existing cash, new debt issuance, and equity.^[25] The announcement highlighted anticipated annual cost synergies of $100 million to $150 million from operational efficiencies, though these projections were forward-looking and subject to post-closing integration risks.^[25] The deal required approval from Raycom's shareholders, the Federal Communications Commission, and antitrust regulators, with an expected closing in the fourth quarter of 2018.^[41]

Regulatory Hurdles and Divestitures

The acquisition of Raycom Media by Gray Television encountered regulatory scrutiny primarily from the U.S. Department of Justice (DOJ) Antitrust Division and the Federal Communications Commission (FCC), focused on antitrust concerns and compliance with local television ownership limits in overlapping markets. The DOJ investigated potential reductions in competition in nine local markets where Gray and Raycom collectively held multiple "top-four" stations by audience share, which could exceed permissible concentration thresholds under the Herfindahl-Hirschman Index used in merger reviews. On December 14, 2018, the DOJ filed a civil antitrust complaint alongside a proposed consent decree mandating divestiture of specific stations in these markets to unrelated third-party buyers to restore pre-merger competition levels. To address these issues proactively, Gray announced agreements to divest nine stations across the overlap markets as early as August 20, 2018, including sales to Tegna Inc., E.W. Scripps Company, and Lockwood Broadcast Group Inc., with a combined purchase price of $235.5 million exceeding Gray's projections.^[44] These included stations such as WSWG in Albany, Georgia; WTVM/WXTX in Columbus, Georgia; and others in markets like Knoxville, Tennessee, and Tallahassee, Florida, ensuring Gray would not retain duopoly positions post-merger.^[44]^[42] The divestitures complied with FCC rules limiting ownership to no more than two stations in markets ranked 1-20 by Nielsen and addressing "top-four" station combinations.^[33] The FCC's Media Bureau granted approval on December 20, 2018, conditioned on completing the DOJ-mandated divestitures and verifying buyer qualifications to prevent undue concentration.^[45]^[33] This followed Gray's amendment of applications to reflect divestiture commitments, projecting post-merger ownership of 124 stations in 92 markets reaching approximately 24% of U.S. television households (17% applying the FCC's UHF discount).^[33]^[46] No significant delays or additional conditions arose beyond these standard reviews for broadcast mergers, enabling closure on January 2, 2019, after all transfers.^[47]^[48]

Controversies

FCC Compliance and Market Concentration Issues

During its growth phase, Raycom Media navigated Federal Communications Commission (FCC) regulations designed to limit broadcast ownership concentration and promote viewpoint diversity in local markets, including the local television ownership rule that restricts entities from owning multiple stations ranked among the top four by audience share in a Designated Market Area (DMA) unless waivers are granted.^[49] Raycom's acquisitions occasionally approached these limits through duopolies or shared services agreements (SSAs), which allowed operational control over non-owned stations, but the company secured FCC approvals without documented fines or forced divestitures prior to its 2018 merger.^[33] The primary controversies arose in the context of Raycom's proposed $3.65 billion acquisition by Gray Television, announced on June 25, 2018, which would have combined their portfolios into the third-largest U.S. broadcaster by station count, reaching approximately 24% of television households nationally (or 17% applying the FCC's UHF discount).^[46] Overlaps in 20 DMAs, including markets like West Palm Beach, Florida, and Tucson, Arizona, raised antitrust and concentration concerns, as the merger would create or exceed top-four ownership prohibitions in several areas, potentially reducing local competition.^[50] To address these issues, the U.S. Department of Justice required divestitures of 21 stations across nine markets on December 14, 2018, targeting overlaps where combined ownership would harm competition, such as selling stations to entities like Tegna Inc. and E.W. Scripps Company.^[50] The FCC conditioned its approval on similar divestitures, verifying post-merger compliance with the local ownership rule and ensuring no undue concentration in affected DMAs; for instance, in markets with top-four overlaps, sales preserved separate ownership of leading affiliates.^[33]^[45] Approval was granted by the FCC on December 20, 2018, after confirming the divestitures mitigated risks, with the transactions closing on January 2, 2019.^[45] Critics, including public interest groups, argued the concessions still enabled excessive consolidation, potentially limiting local news diversity, though regulators deemed the outcome consistent with statutory public interest standards under Section 310(d) of the Communications Act.^[51] No evidence emerged of Raycom engaging in willful non-compliance, but the merger process underscored ongoing tensions between broadcaster scale efficiencies and FCC efforts to curb market power in fragmented local media environments.^[33]

Labor and Operational Criticisms

Raycom Media faced several labor-related lawsuits alleging breaches of employment agreements and hostile work environments at its stations. In a 2003 case filed in the U.S. District Court for the Northern District of Ohio, an employee sued Raycom for breaching a collective bargaining agreement by failing to provide certain benefits, alongside claims against the union for violating Section 301 of the Labor Management Relations Act; the suit highlighted disputes over grievance handling and contract enforcement.^[52] Separately, in 2014, a lawsuit against WOIO (Channel 19), a Cleveland station owned by Raycom, alleged a sexually hostile work environment where management condoned sexual favors and drug use among advertising staff, claiming violations of Title VII of the Civil Rights Act.^[53] As Raycom prepared for its 2019 merger with Gray Television, the company announced layoffs in September 2018, notifying employees at stations including WSFA in Montgomery, Alabama, that positions would be eliminated post-merger approval to streamline operations and reduce redundancies.^[54] These cuts were part of broader cost-saving measures amid industry consolidation, affecting newsroom and support staff across multiple markets. Operationally, Raycom's expansion through acquisitions and shared services agreements drew criticism for prioritizing cost efficiencies over local content quality, with analysts noting that duopoly and joint operations often led to staff reductions and homogenized programming that diminished station-specific reporting.^[55] Employee reviews from platforms like Indeed reflected mixed sentiments on management, citing high workloads and inconsistent advancement opportunities, though aggregate ratings averaged 4.0 out of 5 based on 85 submissions prior to the merger.^[56] Such practices aligned with broader broadcast industry trends where deregulation enabled consolidation but raised concerns about reduced journalistic independence due to centralized decision-making.

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