Justice Department Requires Divestitures in Cumulus Media Inc.’s Acquisition of Citadel Broadcasting Corporation

WASHINGTON – The Department of Justice announced today that it will require Cumulus Media Inc., one of the largest operators of radio stations in the United States, to divest three radio stations in two markets in order for Cumulus to proceed with its acquisition of Citadel Broadcasting Corporation.  The department said that the transaction, as originally proposed, would substantially lessen competition for radio advertising in Flint, Mich., and Harrisburg-Lebanon-Carlisle, Pa.

The department’s Antitrust Division filed a civil antitrust lawsuit today in U.S. District Court in Washington, D.C., to block the proposed acquisition.  At the same time, the division filed a proposed settlement that, if approved by the court, would resolve the lawsuit and the department’s competitive concerns.

“The divestitures required by the consent decree will enable radio advertisers to continue to receive the benefits of competition in Harrisburg and Flint,” said Sharis A. Pozen, Acting Assistant Attorney General in charge of the Department of Justice’s Antitrust Division.

According to the complaint, Cumulus’s and Citadel’s radio stations compete head-to-head against one another for the business of local and national companies that seek to purchase radio advertising time that targets listeners in Harrisburg-Lebanon-Carlisle and Flint.  Cumulus’s acquisition of Citadel would have eliminated the competition in these markets, increasing prices and reducing levels of service in the sale of radio advertising time.  Under the terms of the proposed settlement, Cumulus must divest two stations in Harrisburg-Lebanon-Carlisle and one station in Flint to buyers approved by the division.  The divestitures will reduce Cumulus’s share in advertising revenues in Harrisburg-Lebanon-Carlisle and Flint to less than 40 percent, preserving choices for advertisers and ensuring competition.

Cumulus, a Delaware corporation headquartered in Atlanta, is one of the four largest radio broadcast companies in the United States in terms of revenue.  In 2010, Cumulus reported radio broadcast revenues of approximately $259 million.  Citadel, a Delaware corporation headquartered in Las Vegas, is one of the three largest radio broadcast companies in the United States in terms of revenue.  For the period between June 1, 2010, and Dec. 31, 2010, Citadel reported net revenues of approximately $444 million. 

As required by the Tunney Act, the proposed settlement, along with the department’s competitive impact statement, will be published in the Federal Register.  Any person may submit written comments concerning the proposed settlement during a 60-day comment period to John R. Read, Chief, Litigation III Section, Antitrust Division, U.S. Department of Justice, 450 Fifth Street, N.W., 4^th Floor, Washington, D.C. 20530.  At the conclusion of the 60-day comment period, the court may enter the final judgment upon a finding that it serves the public interest.