Bulletin: GCI buying TV owner Belo for $1.5B cash; surprise acquisition doubles broadcast presence; GCI shares rocket 28% to new post-recession high

[Updated at 2:12 p.m. ET with latest stock price, other details.]

In a stunning announcement this morning, Gannett said it's agreed to buy television company Belo Corp. for about $1.5 billion in cash, plus assumption of $715 million in debt -- a deal that nearly doubles GCI's current broadcast portfolio, stepping up the media company's push to diversify revenue streams and its geographic footprint.

The acquisition also moves Broadcast Division President Dave Lougee more firmly into the lead position to succeed CEO Gracia Martore over the next three years.

GCI will pay Belo's shareholders $13.75 a share, representing a 28% premium over yesterday's closing price for the Dallas-based company and its 20 stations. Including the assumption of debt, the deal is worth $2.2 billion, according to MarketWatch.

GCI's stock soared on the news: At mid-afternoon, it traded for $25.43 a share, up $5.58, or 28%. That is the highest shares have traded since the depths of the Great Recession in spring 2009, when GCI fell below $2.

"From a strategic standpoint, it's very good news for the company," analyst Michael Kupinski of Noble Financial told USA Today. "It makes Gannett a big player in the industry. Without acquisitions, they could have been marginalized."

The timing is crucial. GCI has been facing a deacceleration in revenue growth beginning in the third quarter. That is when the company cycles against big, one-time increases in print newspaper subscription rates a year ago. What's more, the Broadcast Division faces similarly tough comparables because of the surge in advertising revenue it got from the summer Olympics in London and the presidential election.

GCI said it expects to finance the purchase through cash on hand, accessing the capital markets and bank financing. At the end of the first quarter, however, GCI had just $143 million in cash on hand.

Risky gambit on TV's future
Combined, those forces had Wall Street analysts pressing Martore for details on other growth initiatives. She has consistently promised to consider new investments, especially beyond newspapers, the historic heart of GCI's operations. TV stations were a logical target, amid broader shifts in the media market.

But in doubling down on TV, Martore is gambling on another legacy industry that's facing some of the same challenges decimating newspapers. Viewers and advertisers are moving to mobile and online rivals, including YouTube and Netflix that are now producing original content of their own.

The Belo acquisition raises Gannett's broadcast portfolio to 43 stations from 23, including stations to be serviced through shared services or similar sharing arrangements. (List of Belo stations.)

Lougee

The deal is one of the biggest in GCI's history, rivaling the $2.6 billion cash purchase in 2000 of Central Newspapers, which included The Arizona Republic and The Indianapolis Star.

The acquisition further raises the profile of Lougee, 54, among candidates to succeed Martore, 61; she faces mandatory retirement age in 2016.

Regulatory hurdles ahead
Following the transaction, Corporate said in its statement, GCI’s Broadcast segment is expected to contribute more than half of the company's earnings before interest, taxes and amortization, and the Digital and Broadcast segments combined are expected to contribute nearly two-thirds.

The deal is expected to close by the end of the year. But it's subject to regulatory approval, including from the Federal Communications Commission. The FCC could express concern about overlapping properties in five three markets where GCI already owns media outlets: Phoenix, home to both KPNX and the Arizona Republic; Tucson, where GCI and Lee Enterprises jointly publish The Arizona Star; St. Louis, where GCI owns KSDK; Louisville, Ky., home to The Courier-Journal, and Portland, Ore., an hour north of Salem, where GCI owns the Statesman Journal.

Generally, a long-standing FCC rule bans companies from owning a TV station and a newspaper in the same market to prevent concentration of media ownership. But the agency has given companies waivers to the rule, such as in Phoenix. GCI and other companies including News Corp. continue opposing the rule.

In the Belo deal, GCI might offer to divest one or more newspapers or TV stations to win FCC approval. For example, that could put Louisville in the crosshairs at a time when investors including financier Warren Buffet are warming to newspapers.

In an FAQ to employees, however, Corporate said the Belo stations in those five markets would be "separately owned," and that GCI would provide support services to them; Corporate didn't identify the future owners of those five, however. In all of the remaining markets, the Belo stations will be fully integrated into the Broadcast division’s operations. (List of GCI's U.S. properties.)

Martore and Lougee are scheduled to brief employees during a 2 p.m. ET "town hall" meeting. A live video stream will be accessible on the GCI's intranet.

Martore hinted at TV deal
In a conference call this morning with stock analysts, Martore said she began talking with her counterpart at Belo, Dunia Shive, some time ago. The two eventually concluded that a merger to create one of the country’s biggest providers of local broadcast television made sense, and eventually began exclusive takeover negotiations, according to The New York Times.

Martore

In late April, Martore told analysts during the first-quarter conference call that Corporate was watching the market for TV stations. "We're getting lots of calls on them. In some situations vis-à-vis overlap situations or other things, they don't necessarily make sense for us to do."

She continued: "But I would say as a general comment, as you know, our broadcast business had its best year in its history last year. We believe conceptually in the fact that more scale and a bigger footprint matters in the broadcast arena. . . . We have very, very good scale now, but improving on that scale could only be a positive going forward. But as always, we would be incredibly disciplined in what we would look at and what multiple we would pay."

In today's announcement, Corporate also said the company will continue its share buyback program and has replaced its existing remaining authorization with a new $300 million authorization expected to be used over the next two years. The company will also continue its existing dividend payment plans.

Belo, originally known as a Texas newspaper company, spun off its newspaper business into a separate publicly traded company called A.H. Belo Corp., which publishes the Dallas Morning News and the Providence Journal, among other papers. Belo now owns 20 television stations and their associated websites, according to The Wall Street Journal.

The Dallas paper is also reporting the deal.

In addition to Central Newspapers, GCI's other major acquisitions have included the $1.5 billion cash deal for U.K. newspaper division Newsquest in 1999, and $1 billion for 19 Thomson dailies in Wisconsin, Ohio and Louisiana in 2000.

Related: TV networks face falling ratings and new rivals.