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Pacifica Radio Board Secretly OKs Bankruptcy Filing & Seeks NY Signal Swap
In secret meetings on Sept. 28 and Oct. 5, the Pacifica Foundation National Board, which governs the 5-station nonprofit progressive radio network, voted over strong opposition to authorize its executives to file for Chapter 11 bankruptcy and initiate an effort to make a lucrative deal to swap the frequency of iconic New York station WBAI with another station holding a less desirable signal position.
Implementation was delegated to Bill Crosier, Pacifica Interim Executive Director (IED) and a Houston national board member, and Sam Agarwal, Pacifica Chief Financial Officer, both of whom argued forcefully for these steps. This information comes from a source on the Pacifica staff.
The moves come amidst panic sparked by an Oct. 4 summary judgment by a New York Supreme Court judge in the suit filed by the large real estate company, Empire State Realty Trust (ESRT), which owns the famous building that has rented antenna space to WBAI for half a century. The judge ordered Pacifica to pay ESRT $1.8 million, representing unpaid rent and late fees, plus attorneys’ fees, the amount to be determined in a later proceeding. (However, the signal-swap vote occurred a week BEFORE the court ruling.) The deadline for the mandatory payment is unclear, but will likely be within a few weeks.
Pacifica has been running deficits for years and has no cash reserves. Proponents of bankruptcy under Chapter 11 (reorganization) claim it would allow the Foundation to negotiate a restructuring of the timetable for paying the ESRT judgment and other large outstanding debts. Opponents cite the extremely high cost of bankruptcy attorneys’ fees, by some estimates up to $1 million, and the dangerous control such a proceeding would hand to a judge, who would no longer be bound by Pacifica’s bylaws -- plus the fact that in the end, the ESRT court judgment would still need to be paid. The vote to authorize bankruptcy proceedings – on a motion introduced by WBAI Board member Alex Steinberg – was 12-8 with one abstention (see text below).
A signal swap would cash in on the high value of WBAI’s commercial broadcast license (it was gifted to Pacifica by a commercial radio station owner in 1960), its prime location in the middle of the dial (99.5), and the broad and deep reach of the antenna atop Empire State. Some estimates place the signal’s value as high as $48 million; after the swap, that could leave several million dollars for management and the Board to utilize. If a buyer could be found, WBAI would switch to a frequency in a less desirable position, most likely on the left, noncommercial part of the FM band, or even an AM location. Critics say that given the available options, such a swap would inevitably slash the range and penetration of WBAI’s signal, thus significantly reducing its current and potential listenership. Even IED Crosier had himself written in March that a WBAI swap, “depending on the specifics (such as the power and location of the transmitter), could also significantly downgrade its coverage area and revenue.” The vote to authorize exploration of a signal swap deal – on a motion introduced by Crosier – was 12-7 with one abstention (see text below). Pacifica’s bylaws require a network-wide full membership vote before approving “the sale, exchange, transfer or disposition of any of the Foundation's broadcast licenses.”
Opponents of bankruptcy and a signal swap also note that the Foundation owns four real estate parcels collectively worth far more than the ESRT judgment, including the buildings and land housing the stations in Houston, Los Angeles, and Berkeley, and the building housing the Pacifica National Office and a former restaurant, also in Berkeley, that has been unused for many years. They argue that the latter property could be sold, and consideration could be given to taking partial mortgages on some of the other properties.
The Pacifica National Board has been holding all of its discussions and votes in secret -- yet these critical matters affect the future of this listener-supported, largely volunteer-driven network, and WBAI in particular. In addition, efforts by some Board members to make crucial decisions public have been voted down. It is time for sunlight on decisions that could be devastating to the future of fiercely independent resistance radio when it’s more needed than ever.
Steinberg Motion (re bankruptcy)
October 5, 2017
Whereas the Summary Judgment won by ESRT on October 4 poses an existential threat to the continued survival of the Pacifica Foundation, we authorize the iED to direct our bankruptcy attorney to file for Chapter 11 bankruptcy at any time it is clear there are no other options to prevent seizure of assets and the disposition of Pacifica’s operations.
(12Y – 8N – 1A)
MOTION – Signal Swap Broker, by Bill Crosier
September 28, 2017
The Pacifica National Board authorizes William Crosier, IED and Sam Agarwal, Chief Financial Officer to negotiate and authorize an engagement agreement with a media broker to find possible signal/frequency swaps for WBAI New York that would be acceptable to Pacifica, with the provision that any deal that is found would have to be approved by the PNB before any actual signal/frequency swap could take place.
Yes – Grace Aaron (KPFK), David Beaton (Affiliate station), Bill Crosier (KPFT), Rhonda Garner (KPFT), Jan Goodman (KPFK), Sabrina Jacobs (KPFA), Ken Laufer (WBAI), Robert Mark (KPFT), Mansoor Sabbagh (KPFK), T.M. Scruggs (KPFA), Alex Steinberg (WBAI), Akio Tanaka (KPFA)
No – Jim Brown (WPFW), Kathryn Davis (WBAI), Benito Diaz (WPFW), Cerene Roberts (WBAI), Nancy Sorden (WPFW), Themba Tshibanda (Affiliate station), Maskeelah Washington (WPFW)
Abstain – Jonathan Alexander (KPFK)
(12Y, 7N, 1A: Motion passes)