Selling a Broadcasting Business

Most broadcast stations trade on a multiple of cash flow, usually EBITDA (or SDE for smaller owner-operator stations). In practice, the multiple depends on retrans and carriage renewal timing, audience trend by daypart, and how much revenue leaks through make-goods and credits. Buyers often normalize political by cycle and adjust for near-term engineering capex, like transmitter work or tower access issues. Use Rejigg’s free valuation calculator to estimate a range, then pressure-test the contract and compliance items that move broadcast pricing.

Most buyers pull political out and look across at least one full cycle, often 24 to 48 months. They measure the off-cycle “base” business, then add a normalized political contribution that reflects what typically repeats in your market. Many buyers haircut peak-year results for preemptions, make-goods, and temporary labor or commissions that spike during election windows. The cleanest support is political revenue by year, by race level, and by channel (broadcast vs. digital), plus how quickly those dollars collect.

Often yes, especially for smaller owner-operated stations or related broadcast businesses that meet SBA size and eligibility rules. Lenders usually focus on cash flow stability, customer concentration, and whether revenue depends on contracts that will not transfer at closing. Expect questions about tower and facility leases, retrans or key programming agreements with consent requirements, and how you normalized political and maintenance capex. Rejigg’s SBA loan calculator helps you model payment coverage before you invest time with buyers who cannot finance the deal.

It depends on the deal structure and what needs FCC approval. A license assignment adds an approval window on top of diligence, financing, and purchase agreement work. Sellers also lose time when retrans, affiliation, tower, or engineering details are scattered since buyers will pause until they can underwrite the “stay on-air” risks. The fastest deals usually come from sellers who can explain cash conversion, distribution, and compliance in one call, then prove it in a tidy data room. Rejigg helps by staging access after NDAs and keeping documents organized.

No. A broker can help by packaging the deal, bringing buyers, managing NDAs, and keeping diligence moving, but fees are commonly 5 to 10% and may not pencil for every station. Many owners run a solid process themselves if they can clearly present retrans and affiliation exposure, ad-ops controls, and the engineering state of the plant. Rejigg supports that approach with pre-vetted buyers, digital NDAs, a secure data room, and offer tracking, with no seller fees. Some sellers still hire a broker for market reach or negotiation support, and that can be worth it in complex situations.

Start with financials and cash proof: trailing P&Ls, balance sheets, AR aging, and an add-backs schedule with backup. Add revenue support that matters in broadcasting, including revenue mix (local, agency, national/rep, political, retrans, digital), make-good and credit trends, and your month-close and billing workflow. Then include retrans and carriage agreements with a renewal calendar, affiliation and programming agreements, FCC filings and compliance summaries (public file and EAS practices), tower and site leases, and an engineering summary for transmitter, STL/backhaul, backups, and maintenance records. Rejigg’s data room lets you share summaries early and hold back full agreements until buyers are serious.

Working capital discussions in broadcasting often center on AR, especially agency receivables, plus payables tied to programming, production, and technical vendors. Buyers usually want enough net working capital at close so they are not funding pre-close spots or immediately paying old bills. Sellers want credit for the AR they generated and to avoid leaving excess cash behind. Many deals use a target based on a historical average and then true up after close once AR collections and payables are clear. It is worth separating political months since they can skew the target.

Many broadcast deals are asset purchases because buyers want to limit legacy liability and allocate price across equipment and intangibles. With FCC-licensed operations, you still have specific filing and assignment steps, and the asset schedule needs to match what the FCC application and purchase agreement describe. Stock deals can reduce friction for contract continuity in some cases, but buyers may push back if there is any compliance or employment liability risk. In either structure, broadcasting LOIs work best when they spell out what transfers: the license, call letters and IP, tower and facility rights, key programming and distribution contracts, and which consents are required to close.

If a major retrans or carriage renewal lands in the next 12 to 18 months, buyers often price in uncertainty or ask for protections such as escrows, price adjustments, or earnouts tied to renewal results. Concentration matters too, since losing one large MVPD or taking a rate reset can change the economics quickly. Sellers can reduce the discount by providing a clean renewal calendar, a short history of prior negotiations (including any blackout threats), and clear subscriber reporting and true-up support. Buyers mainly want to see that the risk is quantifiable for your market and footprint.

Buyers usually handle near-term engineering capex in one of three ways: discount the price, require repairs before close, or negotiate a specific credit or escrow. In broadcasting, common swing items include transmitter age and service history, backup power, STL redundancy or backhaul redundancy, an HVAC system for equipment rooms, and tower or site lease access risk. Sellers tend to get better outcomes when they provide a straightforward state-of-the-plant summary with equipment ages, maintenance records, and known failure points. Surprises after an LOI often lead to price retrades or delays.

Earnouts come up when a big part of future performance is hard to price today, such as a near-term retrans renewal, an upcoming election cycle, or a ratings transition tied to programming changes. Structures vary, but they often pay out based on post-close EBITDA, revenue targets, or a contract renewal outcome. In broadcasting, earnouts can get messy because the buyer controls staffing, programming, and rate discipline, all of which can move the metric. If you accept an earnout, define the metric tightly, set clear reporting rights, and limit changes that could shift results outside normal operations.

Buyers usually give more credit to digital revenue you control, such as direct-sold streaming sponsorships, owned-and-operated app or site inventory, or integrated content tied to the station brand. Thin-margin resold programmatic and platform-dependent rev share often gets discounted, especially if one partner drives most of the traffic or fill. Expect diligence on traffic sources, rev-share statements, fill rates, and how you reconcile measurement across systems. Digital can lift value when partner terms are stable, the audience is attributable, and revenue is diversified across more than one platform or network.

Non-competes are common, but the enforceability and scope depend on state law and the seller’s role. In broadcasting, buyers often focus on market-specific risks: soliciting key AEs, on-air talent, or major advertisers, and using relationships to divert agency or political spend. Many agreements use a defined geography tied to the market or contour and a reasonable time period, paired with non-solicits for employees and major accounts. Terms that are too broad can backfire by becoming unenforceable or dragging out negotiations, so it is worth aligning early with counsel on what is realistic in your state.

Confidentiality matters in broadcasting because rumors can rattle talent, agencies, and distribution partners. Most sellers stage disclosure by sharing high-level performance and market positioning first, then releasing ratings detail, key account lists, and contract PDFs only after a buyer is qualified and under NDA. It also helps to control what gets downloaded, especially retrans and affiliation agreements. Rejigg supports staged diligence. Buyers are pre-vetted, NDAs are signed digitally, and you can set per-document permissions so sensitive items do not circulate outside the deal team.

Many buyers want a stabilization period of at least 60 to 90 days focused on staying on-air, keeping ratings steady, and avoiding ad-ops disruption. After that, plans vary by buyer and market, and may include consolidating master control, adjusting sales leadership, changing programming, or renegotiating vendor and distribution terms. The cleanest transitions are built around routines and owners: who approves copy, who handles preemptions after hours, who owns the EAS and public file cadence, and who manages key agency relationships. Rejigg’s transition planning guide helps you document what must stay consistent.

Tax outcomes depend on your entity type and whether the deal is structured as an asset sale or stock sale. Buyers often prefer asset deals for a basis step-up, while sellers may prefer stock deals in some situations, but the right answer depends on your facts and state rules. In broadcasting, allocation can matter because equipment, tower or facility-related assets, and FCC-related intangibles can be meaningful line items. It is worth bringing a tax advisor in before you sign an LOI, since allocation language and structure choices can be hard to unwind later. Your advisor can also flag state tax and apportionment issues that vary by footprint.

Broadcasting offers often separate on certainty and risk, not headline value. Compare FCC and third-party consent conditions, timing around retrans renewals, the working capital target, escrows or credits for engineering capex, and any earnout terms tied to ratings or political-year performance. Also look at funding source (cash, SBA, seller note), diligence burden, and the buyer’s transition plan for talent and operations. Rejigg’s deal tracking and offer comparison dashboard helps you line up terms side by side so you can see where value is real versus contingent.

You can still sell, but the buyer will underwrite the LMA itself as the core asset. Expect diligence on term and renewal, termination rights, economics, and whether a sale triggers consent or renegotiation with the license holder. Buyers will also want clarity on what you control: sales relationships, staff, programming rights, branding, digital assets, and operational systems. In many markets, an LMA-backed operation can attract strong interest if assignability is clear and the station has clean ad-ops and compliance routines. A simple contract summary and a clear dependency map can keep the process from stalling.