Fisher Communications

Fisher Communications, Inc. was a Seattle-based American media company whose principal business was the ownership and operation of television and radio stations in the Western United States. For much of its history, the Fisher organization was broader than a broadcasting company: before the early 2000s it also had interests in flour milling, food distribution, real estate development, and other businesses. Its broadcasting operations were commonly associated with Fisher Broadcasting, while the wider corporate organization used the Fisher Communications name. By 1998, Fisher Companies had assembled a portfolio of 25 radio stations and two television stations. A major expansion came in 1999, when Retlaw Enterprises sold its remaining 11 television stations and related assets to Fisher for $215 million in cash. Retlaw was controlled by relatives of Walt Disney, and the transaction substantially increased Fisher's television footprint. Fisher also launched Fisher Entertainment that year, an entertainment and syndication division headed by Alan Winters, although broadcasting remained the company's central long-term business. During the 2000s, Fisher progressively disposed of many non-broadcasting assets. The company sold its real-estate interests, its longstanding flour-milling operation, and its stake in Safeco, reflecting a shift away from conglomerate activities and toward television and radio. The station portfolio also changed over time. By 2011, Fisher had reduced its radio holdings to 10 stations. By the time Sinclair Broadcast Group agreed to acquire Fisher in 2013, Fisher owned 20 television stations and only three radio stations. The 2013 acquisition marked the end of Fisher as an independent public media company and ended a long period during which it was the last company in the Seattle area to own a local television station. Fisher announced the proposed sale to Sinclair on April 11, 2013. The transaction attracted shareholder scrutiny, including allegations that Fisher's board had not adequately tested alternative offers and that Sinclair's consideration undervalued Fisher's stock. A shareholder lawsuit followed and was settled in July 2013. Fisher shareholders approved the merger on August 6, the Federal Communications Commission approved it on August 7, and Sinclair announced completion on August 8, 2013. Fisher's operating legacy is therefore primarily tied to local television and radio broadcasting in markets across Washington, Oregon, Idaho, and California. Its station portfolio included such outlets as KOMO and KUNS in Seattle, KATU and KUNP in Portland, KIMA in Yakima, KVAL in Eugene, KBCI—later KBOI—in Boise, KIDK in Idaho Falls, and KBAK and KBFX in Bakersfield. The company also became involved in distribution negotiations with pay-television provider Dish Network. A contract expiration in December 2008 temporarily removed Fisher stations from Dish Network's lineup; service was restored on June 10 after the parties resolved the dispute.

Fisher Communications developed from the broader Fisher corporate organization, which historically combined broadcasting with industrial and property-related businesses. By 1998, Fisher Companies owned 25 radio stations and two television stations, alongside a flour-milling and food-distribution company and a real-estate development subsidiary. The organization’s broadcasting arm was known as Fisher Broadcasting for part of this period. In 1999, Fisher made its most significant expansion into television when it purchased Retlaw Enterprises’ remaining 11 television stations and the assets associated with those properties for $215 million in cash. Retlaw was owned by relatives of Walt Disney. The acquisition gave Fisher a much larger collection of local television outlets and strengthened its position in Western U.S. broadcasting. Fisher also established Fisher Entertainment in 1999 as an entertainment and syndication operation led by Alan Winters. The company later narrowed its business focus. During the middle of the 2000s, Fisher sold a number of nonbroadcast assets, including its longtime flour-milling operation, real-estate holdings, and its interest in Safeco. These divestitures reduced the conglomerate character of the organization and left radio and television stations as its dominant businesses. The radio portfolio continued to contract, reaching 10 stations by 2011. Fisher also faced the ordinary distribution and carriage issues associated with local broadcasting. Its contract with Dish Network expired on December 17, 2008, and Fisher-owned stations were temporarily unavailable to Dish subscribers. Dish said Fisher was seeking an increase of more than 80 percent. The stations later returned to Dish Network service on June 10, with the affected outlets including KOMO and KUNS in Seattle; KATU and KUNP in Portland; KIMA in Yakima; KVAL in Eugene; KBCI, later renamed KBOI, in Boise; KIDK in Idaho Falls; and KBAK and KBFX in Bakersfield. By 2013, Fisher’s holdings consisted of 20 television stations and three radio stations. On April 11 of that year, Fisher agreed to be acquired by Sinclair Broadcast Group. The transaction drew legal scrutiny from a shareholder who alleged that Fisher’s directors had failed to shop the company adequately and that the proposed price undervalued the business. The shareholder litigation was settled in July. Fisher stockholders approved the transaction on August 6, the FCC granted approval on August 7, and Sinclair completed the acquisition on August 8, 2013. The acquisition ended Fisher Communications as an independent company. Its historical significance rests on its role as a major regional broadcaster, its expansion through the Retlaw station purchase, its later withdrawal from nonmedia businesses, and its long association with local television in the Pacific Northwest and other Western markets.

1. 2013Sinclair acquisition completed

   Fisher announced the Sinclair transaction in April; shareholders, the FCC, and the parties completed the deal in August, ending Fisher’s independent corporate existence.

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2. 2011Radio portfolio reaches ten stations

   After multiple divestitures, Fisher had reduced its radio holdings to 10 stations.

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3. 2008Dish Network carriage agreement expires

   Fisher stations were removed from Dish Network after the parties failed to renew their contract.

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4. 1999Acquisition of Retlaw television stations

   Fisher acquired Retlaw Enterprises’ remaining 11 television stations and related assets for $215 million in cash.

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5. 1999Fisher Entertainment is launched

   The company created an entertainment division focused on syndication, led by Alan Winters.

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6. 1998Fisher holds a broad radio and television portfolio

   Fisher Companies owned 25 radio stations and two television stations, while also operating flour-milling, food-distribution, and real-estate businesses.

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A regional broadcast-station owner focused on local television and radio operations in the Western United States, with a later strategic emphasis on broadcasting after divesting its flour, real-estate, food-distribution, and other nonmedia interests.

• Local television stationsBroadcast television

  Fisher’s principal later-stage business was ownership of local television stations serving Western U.S. markets. Its portfolio included stations such as KOMO and KUNS in Seattle, KATU and KUNP in Portland, KIMA in Yakima, KVAL in Eugene, KBCI/KBOI in Boise, KIDK in Idaho Falls, and KBAK and KBFX in Bakersfield. These outlets supported local news, network programming, syndicated content, advertising, and over-the-air distribution.

• Radio stationsRadio broadcasting

  Radio was an important part of Fisher’s historical portfolio. The company owned 25 radio stations by 1998, but sold or otherwise reduced many of its radio properties during the following years. By 2011 it held 10 radio stations, and by the 2013 Sinclair transaction it owned three.

• Fisher EntertainmentTelevision syndication and entertainment1999

  Fisher Entertainment was created in 1999 as the company’s entertainment and syndication division. It was intended to broaden Fisher’s activities beyond station ownership and was headed by syndication executive Alan Winters. The available reference material does not provide a detailed list of its programs or later operating status.

• 2013Sale to Sinclair Broadcast GroupM&A

  Fisher had reduced its nonmedia holdings and was operating a portfolio of 20 television stations and three radio stations.

  What changed. Fisher agreed to be acquired by Sinclair Broadcast Group; shareholders approved the merger, the FCC granted approval, and the transaction closed in August.

  Aftermath. Fisher ceased to operate as an independent company and its broadcasting assets became part of Sinclair.

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• 2000Shift away from conglomerate businessesStrategy

  Fisher began reducing exposure to nonbroadcast operations during the 2000s.

  What changed. The company sold real-estate interests, its longtime flour-milling operation, and its Safeco stake.

  Aftermath. Fisher became more concentrated in television and radio broadcasting.

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• 1999Purchase of Retlaw’s television stationsM&A

  Fisher sought to expand its television presence while Retlaw Enterprises was selling its remaining television properties.

  What changed. Fisher bought 11 Retlaw television stations and related assets for $215 million in cash.

  Aftermath. The purchase materially increased Fisher’s television footprint and reinforced its position as a Western U.S. broadcaster.

  Cash purchase price. $215 million (1999)

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• 1999Launch of Fisher EntertainmentStrategy

  Fisher explored an expansion from station ownership into entertainment and television syndication.

  What changed. The company established Fisher Entertainment and appointed Alan Winters to lead the division.

  Aftermath. The available reference material does not document the division’s subsequent scale or results.

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• 2013Fisher Communications announces agreement to be acquired by Sinclair Broadcast Group

  Fisher announced on April 11, 2013 that Sinclair Broadcast Group would acquire the company. At the time, Fisher owned 20 television stations and three radio stations.

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• 2013Fisher shareholder challenges Sinclair transaction

  A Fisher shareholder lawsuit followed the proposed acquisition, alleging that the board had not sufficiently pursued alternatives and that Sinclair was paying too little for Fisher's shares. The matter was settled in July 2013.

  LawsuitM&A
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• 2013Fisher shareholders approve Sinclair merger

  Fisher shareholders approved the merger on August 6, 2013. The FCC approved the transaction the following day, and Sinclair announced completion on August 8.

  M&ARegulation
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• 2009Fisher stations return to Dish Network

  Dish Network restored Fisher station service on June 10 after the carriage dispute was resolved. The affected portfolio included stations in Seattle, Portland, Yakima, Eugene, Boise, Idaho Falls, and Bakersfield.

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• 2008Fisher stations temporarily leave Dish Network

  Fisher's carriage agreement with Dish Network expired on December 17, 2008, removing Fisher stations from Dish Network systems during a contract dispute. Dish Network claimed Fisher was seeking an increase of more than 80 percent.

  PricingOther
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1. Fisher Communications