Tribune Sells Gracenote to Nielsen for $560M

Metadata will help identify specific audiences
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Tribune Media Co. agreed to sell Gracenote, which provides media and entertainment metadata, to Nielsen for $560 million.

Gracenote provides reference information for more than 12 million movie and television listings and 200 million music tracks. It is the industry standard for automatic content recognition technology.

Combining Gracenote with its measurement framework, Nielsen expects to be able to provide clients with deeper analytics on consumer behavior and offer a better view of audience engagements.

"As part of the Nielsen Total Audience measurement framework, Gracenote’s intelligent metadata will help meet our clients’ needs in an addressable world where marketers target customers and optimize campaigns in real time," Nielsen said. The inclusion of this data will also allow media companies to optimize their content for specific audiences.

“Gracenote’s metadata and content recognition technology fuels the interfaces of the major video, music and in-car infotainment systems that consumers engage with every day. This acquisition provides Nielsen with a significant asset in our mission of measuring and understanding consumer behavior,” said Karthik Rao, president, Expanded Verticals at Nielsen.
Tribune acquired Gracenote in 2014.

Tribune Media expects to receive approximately $500 million in after-tax proceeds from the transaction, the majority of which will be used to repay existing debt with the remainder to be reinvested in the business. The sale is expected to close during the first quarter of 2017.

Tribune Media also announced plans to declare and pay a special dividend of approximately $500 million during the first quarter of 2017 to stockholders and warrant holders.

“We are extremely proud to have grown our Digital and Data business into a vibrant global enterprise, with talented and creative people who deliver outstanding service to blue-chip clients around the world,” said Peter Liguori, Tribune CEO. “From a strategic standpoint, however, we are pleased to be streamlining our company so that we can focus even more intently on seizing future opportunities for our local television and entertainment business.  Further, our intention to pay a special dividend, continue our share repurchase program and repay debt reflects our long-standing commitment to returning capital to shareholders while maintaining a balanced approach to our overall capital structure.”

Tribune Media will retain its ownership of consumer websites Covers.com and ProSportsDaily.com.

For the past decade, Gracenote has connected millions of people every day to the TV shows, sports, movies and music they love, making entertainment more accessible and discoverable,” said John Batter, CEO of Gracenote. “We are excited for the opportunity to take the next step with Nielsen and expand our global reach by continuing to deliver innovative, insights-based solutions to clients.”

Moelis & Company and Guggenheim Securities acted as financial advisors and Debevoise & Plimpton acted as legal advisor to Tribune Media Company.

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