December 20, 2016 Last Updated 1:22 pm

Tribune Media sells Gracenote to Nielsen in $560 million deal

‘This acquisition provides Nielsen with a significant asset in our mission of measuring and understanding consumer behavior’ – Karthik Rao, President, Expanded Verticals at Nielsen

The press release below tells you what you need to know about the deal for Gracenote except to add the background. Tribune Media is the broadcast division of the former company The Tribune Company. The newspaper side spun off as Tribune Publishing, which later (and inexplicably) then changed its name to tronc.

When the spin off occurred, the executives did what they tend to do in these situations, they made sure the broadcast side got the digital assets, and the print side got the debt. It was a cynical move, but one that is all too common.

It turns out that the same executives who couldn’t make a go of a diversified media company are today struggling with the new broadcast company. Peter Liguori, Tribune Media’s president and chief executive officer, said the sale of the music data business for $560 million is about “streamlining our company” – exec speak for “we’re getting smaller, and I need to make that sound like a good thing.”

As for the sale itself, Gracenote will likely be in better hands with Nielsen, and Tribune sold it for a good price, considering that they bought it for $170 million in February of 2014.

The execs are cashing in big time. Tribune Media sold off the Tribune Tower to CIM Group for $240 million this fall, and now the company announced it would pay a $500 million dividend to shareholders, reinforcing the notion that these spin-offs and sales are really about the executives cashing in, not about building new companies.

As you would expect, Tribune Media stock has jumped in value this morning, up 3.6 percent. Nielsen stock is hanging in there, unchanged despite the premium they paid.

Here is the Gracenote acquisition announcement from Nielsen:


New York, NY – December 20, 2016 – Nielsen today announced it has entered into an agreement with Tribune Media Company to purchase Gracenote, the industry’s premier provider of media and entertainment metadata. With this transaction, Nielsen will acquire the data and technology that underpins the programming guides and personalized user experience for major video, music, audio and sports content. The acquisition extends Nielsen’s footprint with major clients by including Gracenote’s global content database which spans across platforms including multichannel video programming distributors (MVPDs), smart televisions, streaming music services, connected devices, media players and in-car infotainment systems.

Gracenote provides reference information for over 12 million movie and television listings and 200 million music tracks, and drives the interfaces of the major streaming digital media services, as well as the connected technology systems in over 75 million automobiles. The company is the industry standard for automatic content recognition (ACR) technology, powering the discovery and recommendation engines used by world’s largest television, music and automotive companies.

By bringing Gracenote’s capabilities into its measurement framework, Nielsen will have the ability to provide clients with deeper analytics on consumer behavior and offer an unprecedented view of audience engagement from discovery to consumption. 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. The inclusion of this data will also allow media companies to optimize their content for specific audiences.

In addition, Gracenote’s long-term client relationships across TV, audio, sports and auto will be further amplified through Nielsen’s global reach and position as the leader in audience measurement and intelligence. The transaction is expected to close during the first quarter of 2017.

“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.

“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, Chief Executive Officer 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.”

The transaction is expected to close in the first quarter of 2017. The transaction is expected to be financed through a combination of cash and debt. Nielsen was advised on the transaction by PJT Partners and worked with Baker & McKenzie as legal advisors.

Gracenote will be incorporated into Nielsen’s Watch segment. Nielsen expects the acquisition of Gracenote to be neutral to 2017 GAAP EPS and slightly accretive in 2018. Gracenote was not included in Nielsen’s 2017 outlook provided on Dec. 8, 2016, at its Analyst Day. Nielsen will provide more details on the expected impact of Gracenote when it reports results for the fourth quarter of 2016.

Gracenote will operate as a business unit within Nielsen. The company will continue to operate from its headquarters in Emeryville, Calif.

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