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THE BILLBOARD M&A PLAYBOOK
“How to grow your footprint without getting flattened by antitrust”
by Brent Baer, Publisher, OOH Today
🎯 1. Know Your Market (Before the Regulators Do)
You can’t merge what you can’t define.
Step one: decide how you want the market defined before the DOJ or FTC defines it for you.
- Your version: “We operate in the high-impact outdoor storytelling business.”
- Their version: “You own all 14 billboards in this zip code, leaving advertisers with zero alternatives.”
The narrower you can slice it — “digital posters on commuter corridors” instead of “outdoor media in Metro City” — the better your numbers look.
🧠 Witty Wisdom: Market definition is like a dating profile — you highlight what makes you special, not how many other people you’ve dated.
🧮 2. HHI: Your New Favorite Acronym (or Worst Nightmare)
The Herfindahl-Hirschman Index (HHI) is how regulators measure concentration.
If your HHI jumps more than 200 points after a merger, you’re in the “we need to talk” zone.
So, if you’re buying a competitor with five billboards in the same neighborhood, expect questions like: “Can you divest a few panels and still call it a deal?”
You’ll say yes, because —
Translation: “We can live without those, as long as we keep the airport.”
🏗️ 3. The Art of the Divestiture (aka the ‘Regulatory Sacrifice’)
When the DOJ calls, don’t panic — just start naming assets you totally didn’t need anyway.
That’s how Lamar survived multiple rounds of scrutiny in the ’90s. They’d propose, the DOJ would object, and then Lamar would say:
“Sure, we’ll sell a few boards in Wisconsin and Illinois.”
Deal saved, empire intact.
The divestiture is your offering to the gods of competition. Do it gracefully, and you’ll live to merge another day.
🧠 Witty Wisdom: Think of divestitures like dieting before a wedding — you shed a few pounds (of assets) so the big day looks good on paper.
🔁 4. The Asset Swap — “You Take Dallas, I’ll Take Denver”
Instead of buying a rival outright, consider trading markets. This trick keeps you out of the “monopoly” column in any one city.
Clear Channel and OUTFRONT have done variations of this for years: swap local footprints to build regional strength without triggering antitrust alarms.
🧠 Witty Wisdom: Like Monopoly, it’s all fun until someone owns Boardwalk and Park Place. So trade for St. James and keep the peace.
⛓️ 5. Hold-Separates: The Legal Leash
Before regulators approve your deal, they often demand a hold-separate agreement — meaning your shiny new acquisition must live in the guest room, not your bed, until clearance.
That means separate management, financials, and operations — sometimes overseen by a court-appointed trustee.
🧠 Witty Wisdom: It’s like a corporate prenup — you’re together, but don’t touch anything until the lawyers say “I do.”
🧾 6. The “Efficiencies” Defense (aka the Corporate Charm Offensive)
Every press release about a merger says the same thing: “This transaction will deliver efficiencies, accelerate digital innovation, and enhance value for advertisers.”
What it really means: “We need a good reason for this merger besides ‘we like being bigger.”
So document those efficiencies: fewer trucks, lower steel prices, better data targeting — regulators want verifiable, merger-specific benefits.
🧠 Witty Wisdom: Efficiencies are the corporate version of “it’s not what it looks like.”
🧳 7. When in Doubt, Leave the Country (OUTFRONT Did)
OUTFRONT sold its Canadian business to Bell Media in 2024. Publicly, it was “a strategic refocus.”
Privately, it was also a clean way to simplify global competition exposure — fewer regulators, fewer headaches.
“This transaction sharpens our focus,” said Michael Dominguez, OUTFRONT’s Chairman.
Translation: We just decluttered our balance sheet and our legal department’s blood pressure dropped 20 points.
🧠 Witty Wisdom: Sometimes the easiest way to avoid antitrust risk is to stop doing business where the antitrust lawyers live.
🧩 8. Lamar’s Longevity Lesson
Lamar Advertising’s CEO Sean Reilly likes to keep things practical. In a recent earnings call, he reminded investors:
“Outdoor is a local business. We grow block by block, not by buying the whole city.”
That philosophy isn’t just folksy wisdom — it’s antitrust strategy 101.
Grow through small, local acquisitions instead of headline-grabbing megamergers.
🧠 Witty Wisdom: The DOJ never blocks a deal it doesn’t notice.
✈️ 9. Clear Channel’s Great Escape: “We’re Just Focusing on Airports!”
Clear Channel sold its European and Spanish businesses to slim down and “focus on the Americas and airports.”
CEO Scott Wells put it cleanly: “This agreement sharpens our focus on growing our Americas and Airports segments.”
In corporate-speak, that means: “We’d rather have one big market we can defend than five small ones we can’t explain to regulators.”
🧠 Witty Wisdom: If you’re gonna be big, be big in one sandbox — not five antitrust jurisdictions at once.
⚖️ 10. Compliance: The Not-So-Secret Weapon
The smartest M&A teams treat compliance like marketing — loud, proud, and well-documented.
✅ Early pre-filings under Hart-Scott-Rodino
✅ Thorough local overlap analysis
✅ Independent valuation for divestitures
✅ Written protocols for hold-separates
✅ Annual compliance training (yes, even for billboard installers)
Because nothing says “we’re clean” like a paper trail an inch thick.
🧠 Witty Wisdom: If your merger can’t survive a FOIA request, it probably shouldn’t exist.
💡 Final Billboard Wisdom
You can’t out-muscle the regulators — but you can out-prepare them.
- Lamar taught us that steady, local, quiet growth wins the long game.
- OUTFRONT taught us that international complexity invites international headaches.
- Clear Channel taught us that divesting can be rebranded as “strategic focus.”
So the next time someone in the boardroom says, “Let’s just buy them,” you can smile and reply, “Sure — but let’s make it look beautifully compliant.”
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