NBC Universal, Bain Capital and The Blackstone Group Sign Agreement to Acquire The Weather Channel Properties from Landmark Communications

NEW YORK (Map) - NEW YORK, July 6 /PRNewswire/ -- NBC Universal, Bain Capital and The Blackstone Group today announced the signing of a definitive agreement to acquire The Weather Channel properties from Landmark Communications. The Weather Channel will be operated as a separate entity, based in Atlanta, with management services to be provided by NBC Universal. Financial terms of the transaction were not disclosed.

The transaction includes The Weather Channel Networks, the third-most-distributed cable network, seen in more than 97% of cable television homes in the U.S.; The Weather Channel Interactive, which includes weather.com, the nation's leading weather website, with nearly 40 million unique visitors per month, and a leading mobile business; and Weather Services International, a global leader in weather forecasting, with more than 5,500 clients worldwide. The transaction is expected to be completed by year-end, and is subject to receipt of customary regulatory approvals. NBC Universal, Bain Capital and The Blackstone Group announced on June 13, 2008, that they had entered into exclusive negotiations to purchase The Weather Channel properties.

Commenting on the planned acquisition, Jeff Zucker, President and CEO, NBC Universal, said: "This will further position NBC Universal as the leading provider of news, information and weather, both online and on television. Joining with The Weather Channel properties plays to our strengths in developing and programming cable networks, and in producing and distributing high-quality content across multiple platforms."

Ian Loring, a Managing Director at Bain Capital, said: "We are delighted to have the opportunity to join our partners in acquiring the premier franchise in weather information. The Weather Channel is a true pioneer and innovator in the space across a variety of delivery platforms. We are extremely excited about the growth potential of the business, and strongly believe the partnership among the team at The Weather Channel, the management at NBC Universal, and private equity firms with deep media industry experience will continue to develop this unique media asset."

Michael Chae, Senior Managing Director at The Blackstone Group, said: "This is a premier media asset with a unique position across all three screens -- television, PC, and mobile -- and exciting growth prospects in each of them. We are looking forward to working toward its continued success with the management of The Weather Channel, the team at our corporate partner NBC Universal and our colleagues at Bain Capital."

Landmark Chairman and CEO Frank Batten, Jr. commented: "When Landmark launched The Weather Channel more than 25 years ago, we could never have imagined that it would become the multi-platform leader which 120 million people use monthly. While we are extremely proud of how far we've come, I know that as part of the NBC Universal consortium, The Weather Channel and its employees will have increased opportunities for growth."

Landmark President and COO Decker Anstrom added: "The Weather Channel team has built an iconic cable network and brand, a top 15 website, the No. 1 mobile content provider, the world's leading B2B weather business and the No. 1 weather radar provider, generating consistently outstanding financial results and wide recognition as a model employer and leader in diversity. We deeply appreciate the terrific support that the cable industry has provided, both at our creation and throughout our development, and we look forward to a smooth transition with NBC Universal, which has a great track record in building and growing high-quality news and information businesses, and its partners."

Upon completion of the transaction, NBC Universal's news and information assets will include NBC News, MSNBC, CNBC, The Weather Channel, and their highly trafficked websites. With the addition of weather.com, NBC Universal and its affiliated websites have a total unduplicated reach of nearly 70 million visitors per month, ranking No. 7 against all U.S.-based Internet properties. In addition, NBC Universal will be the leading provider of news and information on the web, with sites including msnbc.com and cnbc.com.*

Deutsche Bank Securities Inc. acted as the lead financial advisor for the consortium with Allen & Co. and Credit Suisse also providing financial advice. Weil Gotshal & Manges and Ropes & Gray acted as legal advisors for the consortium.

Deutsche Bank Securities Inc., GE Commercial Finance, GSO Capital Partners and Sankaty Advisors, LLC will provide the debt financing for the transaction.

JPMorgan acted as Landmark's financial advisor. Landmark was represented by the Norfolk, VA firm of Willcox & Savage and the Atlanta firm of Kilpatrick Stockton. Venable and Skadden, Arps advised on tax and other specialty issues.

The Weather Channel Properties

The Weather Channel Networks are made up of television networks and products for radio, newspapers, digital cable services, and interactive television. The Weather Channel is received by more than 96 million U.S. households. Weatherscan, The Weather Channel's all-local, all-the-time service, is distributed primarily on digital cable. The Weather Channel HD is a service for subscribers with High Definition TV capability and includes programming content shot in native HD.

The Weather Channel Interactive includes weather.com, and products for broadband and wireless platforms. The No. 1 destination for weather information on the web, weather.com reaches nearly 40 million unique users each month, ranking it among the top 15 most popular websites. In addition, the company operates the No. 2 mobile business in the U.S., with more than 6 million unique visitors per month.

Weather Services International primarily provides business-to-business weather services, particularly for the media, aviation, marine and energy sectors, serving over 5,500 clients in 45 countries. For more than 25 years, WSI has focused on becoming the best in the world at predicting, detecting, and visualizing disruptive weather.

The Weather Channel also holds a minority interest in Pelmorex, a Canadian weather company.

NBC Universal

NBC Universal is one of the world's leading media and entertainment companies in the development, production, and marketing of entertainment, news, and information to a global audience. Formed in May 2004 through the combining of NBC and Vivendi Universal Entertainment, NBC Universal owns and operates a valuable portfolio of news and entertainment networks, a premier motion picture company, significant television production operations, a leading television stations group, and world-renowned theme parks. NBC Universal is 80% owned by General Electric and 20% owned by Vivendi.

Bain Capital

Bain Capital, LLC (www.baincapital.com) is a global private investment firm that manages several pools of capital including private equity, high-yield assets, mezzanine capital and public equity with more than $75 billion in assets under management. Since its inception in 1984, Bain Capital has made private equity investments and add-on acquisitions in over 300 companies around the world, including investments in a broad range of companies such as Warner Music Group, AMC Entertainment, Burger King, Toys "R" Us, Cumulus Media, Dunkin' Brands, DoubleClick, Ameritrade and ProSiebenSat1 Media. The firm has a team of over 300 professionals dedicated to investing in and supporting its portfolio companies. Headquartered in Boston, Bain Capital has offices in New York, London, Munich, Tokyo, Hong Kong and Shanghai.

The Blackstone Group

Blackstone (NYSE: BX) is one of the world's leading investment and advisory firms. Blackstone seeks to create positive economic impact and long- term value for its investors, the companies it invests in, the companies it advises and the broader global economy. The Firm accomplishes this through the commitment of its extraordinary people and flexible capital. Blackstone's alternative asset management businesses include the management of corporate private equity funds, real estate funds, hedge funds, funds of funds, debt funds, collateralized loan obligation vehicles (CLOs) and closed-end mutual funds. The Blackstone Group also provides various financial advisory services, including mergers and acquisitions advisory, restructuring and reorganization advisory and fund placement service. Further information is available at www.blackstone.com.

Landmark Communications

Based in Norfolk, VA, Landmark is a privately-held diversified media and business services concern with interests in cable programming, newspapers, broadcasting, specialty classified advertising products, interactive marketing, and information, broadband and data services.

Landmark's subsidiaries include The Weather Channel, weather.com, WSI Corporation (provides B2B weather services); CBS-TV affiliates NewsChannel5 Network in Nashville and KLAS-TV in Las Vegas; Q Interactive (a leading Internet-based direct marketing company); a number of franchise recruitment websites; and Continental Broadband. Landmark's newspapers include The (Norfolk) Virginian-Pilot, the Greensboro (NC) News & Record, The Roanoke (VA) Times, The Capital (Annapolis, MD), and Landmark Community Newspapers, which publishes more than 50 community newspapers. Landmark also owns Dominion Enterprises, a media and information services company serving employment, real estate, automotive, recreation and industrial markets.

* Source: comScore Media Metrix unduplicated audience report, May 2008