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Thursday, December 22, 2016

Clear Channel Outdoor and Fairway Media Group Required to Divest Billboards in Order to Complete Asset Swap Transaction

Proposed Settlement Preserves Competition for Outdoor

The Department of Justice announced today that it will require Clear Channel Outdoor Holdings, Inc. and Fairway Media Group, LLC to divest billboards in Atlanta and Indianapolis in order to proceed with their $150 million swap of outdoor advertising assets located in multiple U.S. markets. 

The Justice Department’s Antitrust Division filed a civil antitrust lawsuit today in the U.S. District Court for the District of Columbia challenging the proposed transaction, and simultaneously filed a proposed settlement that, if approved by the court, would resolve the competitive harm alleged in the lawsuit. The department said that without the required divestitures, advertisers who purchase outdoor advertising on billboards located in the Atlanta and Indianapolis metropolitan markets would likely face higher prices and lower quality services. 

“The loss of competition between Clear Channel and Fairway as a result of the proposed transaction would have led to higher prices for advertisers who rely on billboards to reach consumers located within the Atlanta and Indianapolis metropolitan markets,” said Acting Assistant Attorney General Renata Hesse of the Justice Department’s Antitrust Division.  “Today’s settlement will ensure that advertisers will continue to enjoy the benefits of competition when they seek to place advertisements on billboards in these areas.”

According to the department’s complaint, Clear Channel and Fairway own and operate billboards in the Atlanta and Indianapolis metropolitan areas that are located in close proximity to each other and therefore constitute attractive competitive alternatives for advertisers seeking to reach consumers in these areas.  The proposed swap transaction, in which Clear Channel would acquire Fairway billboards in Atlanta in exchange for Clear Channel billboards in Indianapolis and certain other areas, would eliminate substantial head-to-head competition between Clear Channel and Fairway for the business of local and national advertisers seeking to reach customers within the Atlanta and Indianapolis metropolitan markets, resulting in higher prices and lower quality services to these advertisers.

Under the terms of the proposed settlement, Clear Channel and Fairway must divest 13 billboard structures in Indianapolis to Circle City Outdoor, LLC, and 44 billboard structures in Atlanta to Link Media Georgia, LLC.

Clear Channel is a Delaware corporation with its headquarters in San Antonio, Texas.  Clear Channel is one of the largest outdoor advertising companies in the United States and reported consolidated revenues of $2.8 billion in 2015.

Fairway is a Delaware limited liability company with its headquarters Duncan, South Carolina.  Fairway owns and operates outdoor advertising displays in 15 states.  Fairway had revenues of approximately $110 million in 2015.

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 Owen Kendler, Acting Chief, Litigation III Section, Antitrust Division, U.S. Department of Justice, 450 Fifth Street, N.W., Fourth 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.

Clear Channel Asset Preservation Stipulation & Order

Clear Channel Complaint

Clear Channel Competitive Impact Statement

Clear Channel Explanation

Clear Channel Proposed Final Judgement

Press Release Number: 
Updated March 9, 2017