Online only: Public information request reveals Rice-UH KTRU email correspondence

11/11/10 6:00pm

Recently the Thresher was given access to a collection of email correspondences pertaining to the sale of KTRU's transmission tower, broadcasting license and frequency. KTRU obtained these records from the University of Houston by filing an open records request. The information below will update throughout the week, and a succinct overall analysis will appear in next week's print and web issues.Each of the emails can be found in PDF1 or PDF2.

Beginning of Correspondence - May 14-June 18, 2009 (PDF2 pp. 40-41)

From: "Greg Guy"

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Date: June 22, 2009 10:50 AM

To: "Erik Langner" ,

"Marc Hand"

Subject: [redacted]

Gentlemen,

After some lengthy discussion over the weekend I wanted to follow up on our call from Friday. Our conversation on Friday was concerning not only in the context of this deal but also in regards to the several other transactions we have been negotiating. Frankly, when and if an offer comes in on KTRU (or other stations), we advise our client of our experiences and how other deals with PRC have gone and the confidence we have in the integrity of the number. While the political fallout from sales of non-commercial stations to out of market buyers can be significant, the risk of a failed or retraded deal can be even more significant. Contrary to your statements, we have several transactions we have signed LOIs for in the past three months where the price has remained unchanged.

Greg

Confidentiality Agreement - June 25-July 7, 2009 (PDF2 pp. 43-45)

From: "Greg Guy"

Date: July 7, 2009 11:57 AM

To: "Erik Langner" ,

"Marc Hand"

Subject: Re: KTRU

Erik,

Where is your client in regards to their interest in KTRU? We are getting interest from a Christian broadcaster that we expect to evolve into an offer in the coming week.

Thanks,

Greg

Letter of Intent - September 11, 2009-April 12, 2010 (PDF1 pp. 10-11, 124, 128-132, PDF2 p. 7, 34-37, 52-57, 66-69, 71-74)

From: "Greg Guy"

Date: February 23, 2010 3:24 PM

To: "Erik Langner"

Subject: Re: KTRU

Erik,

Kevin Kirby is calling Carlucci tomorrow regarding KTRU. If Carlucci is uncomfortable with the conversation he should feel free to defer to the brokers as I have made it clear that Houston wants to negotiate financial deal parameters between the brokers. Hopefully this is a positive development.

Thanks,

Greg

From: "Erik Langner"

Date: March 18, 2010 3:48 PM

To: "Greg Guy"

Subject: Re: KTRU

Apparently, the attorneys have been going back and forth about a few final points. Because Kevin sent the LOI directly to Carlucci, I have been out of the loop, and am receiving my information second-hand.

-Erik

Conference Call - March 22, 2010 (PDF1 pp. 125-127, PDF2 pp. 75-80, 95-97, 160-162)

KUHF Agreements - May 24, 2010 (PDF1 p. 147, PDF2 pp. 2, 33, 93, 98, 120, 159)

Due Diligence - May 19-July 29, 2010 (PDF1 pp. 12-20, 86-87, 116, 140-144, 146, PDF2 pp. 23-25, 121-125)

From: Richard Zansitis [mailto: zansitis@rice.edu]

Sent: Wednesday, May 19, 2010 6:01 PM

To: Shapiro, Ruth E

Cc: Miller, Margaret; Jonathan Mirsky; Kevin Kirby

Subject: Re: Due Diligence

Ruth -

Since the title report I sent you clearly establishes that the University has clear title to the real estate on which the tower sits, and I have indicated that there are no liens on the real or personal property which we seek to convey that I am aware, the 1990 agreement among KRTS, Michael Stude and Rice University is not relevant to this transaction in any way. However, in an effort to try to move this forward, attached is a copy of sections 3.03 and 3.04 of the 1990 agreement referred to in the final paragraph of the 1990 Warranty Deed.

We are still awaiting receipt of any drafts of agreements from the University of Houston or its outside counsel.

Richard

30-Day Extension of Letter of Intent - June 10-11, 2010 (PDF1 pp. 1-3, 133-139, PDF2 pp. 1-4, 8-11, 132-133, 144-149, 154-155, 167-168)

From: Kevin Kirby [mailto: Kevin.Kirby@rice.edu]

Sent: Thursday, June 10, 2010 1:18 PM

To: Carlucci, Carl P

Cc: mmiller@dowlohnes.com; zansistis@rice.edu; 'Mark Davis'; JMirsky@wiltshiregrannis.com; Shapiro, Ruth E

Subject: FW: Extension of Letter of Intent

Carl,

Rice University agrees to a 30 day extension to the Letter of Intent (Purchase of Certain Assets of Radio Station KTRU-FM in Houston, Texas) dated April 5, 2010 and signed by me on April 12, 2010. The extension, as requested below, would expire on July 11, 2010.

I am hopeful that we will work expeditiously together to finalize the purchase agreement (including the full due diligence requested which we are now prepared to proceed with) and the management agreement.

Please call me if you have any questions.

Kevin

From: Carlucci, Carl P [mailto: ccarlucc@Central.UH.EDU]

Sent: Thursday, June 10, 2010 2:40PM

To: Kevin Kirby

Cc: mmiller@dowlohnes.com; zansitis@rice.edu; Mark Davis; JMirsky@wiltshiregrannis.com; Shapiro, Ruth E; Cornell, Dona H; Hugetz, Edward T; Proffitt, John M

Subject: RE: Extension of Letter of Intent

Thank you. We also agree to the extension.

Carl

From: Kevin Kirby [mailto: Kevin.Kirby@rice.edu]

Sent: Thursday, June 10, 2010 3:36 PM

To: Carlucci, Carl P

Cc: mmiller@dowlohnes.com; zansitis@rice.edu; 'MarkDavis'; JMirsky@wiltshiregrannis.com; Shapiro, Ruth E; Cornell, Dona H; Hugetz, Edward T; Proffitt, John M; dan.fu@rice.edu

Subject: RE: Extension of Letter of Intent

Thanks Carl. Per our discussion, our single point of contact at Rice for all of the due diligence is Dan Fu (dan.fu@rice.edu; 713-348-6091). Dan will work with our station manager to collect all of the information you require. Who should Dan interact with?

Kevin

Subject: RE: Extension of Letter of Intent

Date: Friday, 11 June 2010 11:51

From: Carlucci, Carl P

To: Kevin Kirby Kevin.Kirby@rice.edu

Cc: Miller, Margaret mmiller@dowlohnes.com, zansitis@rice.edu zansitis@rice.edu, Mark Davis MDavis@wiltshiregrannis.com, JMirsky@wiltshiregrannis.com JMirsky@wiltshiregrannis.com, Shapiro, Ruth rshapiro@Central.UH.EDU, Cornell, Dona H DGHamilton@Central.UH.EDU, Hugetz, Edward T EHugetz@Central.UH.edu, Proffitt, John M jproffitt@Central.UH.EDU, Daniel Fu dan.fu@rice.edu

Conversation: Extension of Letter of Intent

Kevin, Our representative will be John Profitt[sic]

JProffitt@KUHF.org

832.842.1816

Carl

KTRU and KUHF - July 1, 2010 (PDF1 pp. 102-105, 108-109, PDF2 p. 94)

KTRU Management Agreement - July 2, 2010 (PDF1 pp. 5-6)

Confidential Real Estate Project/Project Site Visit - July 16, 2010 (PDF1 pp. 99-101, 106-107, 110-115)

- Prepping for July 26, 2010 visit to tower site and inspection

Latest, Conference call - July 14-20, 2010 (PDF1 pp. 40-44, 68, 70-72, 80-84)

- Latest version of Press releases, discussion on having a community champion.

- Decision for conference call on July 20, 2010 at 4 PM

UH Board Committee Agenda - July 14, 2010 (PDF2 p. 92)

- UH puts Rice on notice for public release of KTRU purchase on Board Agenda

Confidential - July 21, 2010 (PDF1 p. 67)

KTRU Equipment - July 27-31, 2010 (PDF1 p. 145, PDF2 p. 88-90, 112-114)

KTRU Transmission Tower Property - Inquiry Form - August 2-3, 2010 (PDF1 pp. 88-92, PDF2 pp. 115-119)

Translator and STL Applications - August 5, 2010 (PDF1 p. 7)

Leak - August 7-8, 2010 (PDF1 p. 27, 150)

From: Fraser, Debra J [dfraser@kuhf.org]

Sent: Saturday, August 07, 2010 11:38 PM

To: bj.almond@rice.edu

Cc: dfraser@kuhf.org

Subject: Info

BJ,

If there is ANYthing more you can share with me about the leak to the DJ, I'd really appreciate it. You can call anytime Sunday. Leave a message & I'll call you right back, cell

Thanks,

Debra

8/8/10 09:42, "Linda Thrane" wrote:

John: Will says someone from KUHF told a KTRU deejay about the sale. Let's try to batten down the hatches and touch base on our announcement tomorrow it.

From: B.J. Almond

To: Fraser, Debra J

Cc: balmond@rice.edu

Sent: Sunday, August 08, 2010 9:53:00

Subject: Re: Info

Debra,

I don't have any additional details, but I'll ask Will Robedee (KTRU general manager) if he knows more.

B.J.

From: "Proffitt, John M"

Date: Sun, 8 Aug 2010 10:19:46

To: thrane@rice.edu

Subject: Re: Leak

BJ has been coordinating with Richard Bonnin as soon as this information became available from Will. Richard and I have spoken about how to respond between last night and Monday, when you and Karen are back. So far, so good - no inquiries, and nothing in the blogosphere as far as I can tell with some Google searching.

In my overnight investigations, we've come up with a possible suspect on our staff. His supervisor will speak with him directly Monday morning. Any further information that Will might have would be helpful, obviously, in our investigation.

OTOH, the agenda for the F&A committee meeting was posted Friday, and it is pretty thorough in outlining the project to be considered. Doesn't identify the Seller, but one doesn't need a PhD from RU to figure it out....

http://www.uhsa.uh.edu/regents/board_meetings/agenda_finance%20081110.html

Go to this link, and scroll down to Item J. Click on "Summary of Transaction"

As far as being proactive and going public Monday, or whenever, that is a Kirby/Carlucci call, I would think. I am of mixed mind and would prefer to wait one more day, Tuesday, when the Aug. 17th agenda (full board) should be posted late afternoon of the 10th - and that will be full disclosure.

John

Subject: Re: Leak

Date: Sunday, 08 August 2010 12:30

From: Linda Thrane

Reply-To: "thrane@rice.edu"

To: John Proffitt JProffitt@kuhf.org

Hi: I actually found the committee agenda online last Wednesday. Agree a Tuesday announcement makes sense if it doesn't blow sooner. You guys sure threw a curve last week!

Will isn't offering more info about your leaker. Hope nothing messes up the deal twixt now and the full board meeting. I emailed Karen and told her to call me any time if need be. Things will be fine!

Linda

From: B.J. Almond [balmond@rice.edu]

Sent: Monday, August 08, 2010 2:55 PM

To: Fraser, Debra J

Subject: Re: Info

Debra,

Unfortunately, Will said the "third- or fourth-hand knowledge that he received was that it came from a KUHF "DJ." That's not much to go on ...

B.J.

Tangible Assets - August 11, 2010 (PDF1 pp. 4, 8-9)

One more thing - August 11, 2010 (PDF1 p. 33, 60)

From: Bonnin, Richard J [mailto: rjbonnin@Central.UH.EDU]

Sent: Wednesday, August 11, 2010 10:44 AM

To: 'thrane@rice.edu'

Subject: one more thing

The vote was not unanimous.

One of our regents opposed the proposal and asked very pointed and probing questions.

It's fortunate that no media attended.

From: Linda Thrane [mailto: thrane@rice.edu]

Sent: Wednesday, August 11, 2010 10:46 AM

To: Bonnin, Richard J

Subject: RE: one more thing

Do you expect that regent to try to recruit others to his point of view ahead of the full board meeting? Can you give me a sense of what the questions were? Thanks, Linda

From: Bonnin, Richard J

Sent: Wednesday, August 11, 2010 10:58 AM

To: 'Linda Thrane'

Subject: RE:one more thing

I don't think her point of view will gain any traction.

Her questions were focused on the specific benefits to UH of operating two public radio stations. Her premise was that we should be able to get those same benefits and services from KUHF. She also noted that KUHF currently devotes only a small fraction of its programming to UH news and events.

KUHF release - August 16, 2010 (PDF1 pp. 35-38, 48-51, 61-62, 77-79)

- Confirms Jeannie Kever agreed to embargo.

Houston Press; Chronicle - August 16, 2010 (PDF1 pp. 148-

From: B.J. Almond [mailto: balmond@rice.edu]

Sent: Monday, August 16, 2010 2:08 PM

To: thrane@rice.edu

Subject: Houston Press

I talked to the Houston Press; they've heard the rumors and want to know if we'll comment. It's for their Web site, so as soon as we tell them something, it's likely to go up in nanoseconds.

From: Linda Thrane [mailto: thrane@rice.edu]

Sent: Monday, August 16, 2010 2:48 PM

To: Clarke, Karen B; 'B.J. Almond'; Bonnin, Richard J

Subject: RE: Houston Press; Chronicle

Hi: Karen, I left you a couple of messages at your office and on your cellphone. Things remain fairly quiet, with the exception below, so we think it's smart to hold off telling the rest of our internal "heads up" audience, including the KTRU folks, until tomorrow morning. That way we don't risk the KTRU folks going into full roar, and triggering a press frenzy, ahead of your regents' action. We think we can do some quick heads ups tomorrow just as the regents act and the press release is issued.

However, Richard said you are thinking about giving the story to Kever now

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In fact, B.J. just called and said you did give the story to her. B.J. and I will have to run back to our folks and set off the heads ups.

What does the news release look like? Thanks, Linda

From: Clarke, Karen B

Sent: Monday, August 16, 2010 3:06 PM

To: 'Linda Thrane'

Cc: Bonnin, Richard J

Subject: RE: Houston Press; Chronicle

Linda:

I have returned your calls and left a voice message. Houston Press reporter Chris Gray has called us multiple times as well as contacted KUHF. We have not spoken with him or confirmed anything at all with Houston Press.

BJ shared with Richard that you did not recall having any conversation with us about sharing the story with Jeannie Kever in advance of the Board meeting. I am perplexed, since I recall you saying that you agreed that for both Rice and UH, preserving our relationship with her is in both of our best interests. On Friday, we talked about our hopes of having a quiet weekend, and if we were successful in getting Jeannie to agree to embargo the story until the morning of the Board meeting, that would be ideal. I truly believed that is that plan we had all agreed to. We talked about not wanting to put ourselves in a defensive position...better to push it out without apology rather than defend ourselves, etc.

I will ask Richard to forward the final version of the news release to you. At this point, we may not have the luxury of issuing a joint release. I will talk with Richard about this, and one of us will contact you with an update.

Thanks, Linda.

Karen

News About KTRU - August 17, 2010 (PDF2 pp. 152-153)

- Leebron's e-mail response to concerned alumni about sale of KTRU

Rice Standard KTRU questions - August 17, 2010 (PDF1 pp. 74-76)

Corrections on KUHF's headline and story - August 18, 2010 (PDF1 pp. 45-47, 53-59, 63-66, 117-118, 152-154)

Checking in - August 18-19, 2010 (PDF1 p. 94-95)

- Linda Thrane gets anxious over web coverage and backlash of KTRU sale

Daily Cougar - August 23, 2010 (PDF1 pp. 31, 97)

From: Linda Thrane [thrane@rice.edu]

Sent: Monday, August 23, 2010 10:16 AM

To: Clarke, Karen B; Bonnin, Richard J; 'B.J. Almond'

Subject: daily cougar

Karen and Richard: I know student newspapers can get things wrong, and the Thresher is in full roar as well, but I am very concerned about several statements that seem to be showing up in several places, including the Texas Watchdog and this Daily cougar story. We need to be clear that UH is not buying KTRU, but rather is buying the tower, frequency and license. We all need to keep saying KTRU will continue to serve its listeners via www.ktru.org to help counter that opposition. UH should stop saying the deal is not done, which only motivates people trying to scuttle the deal. Finally, we seem to have lost our primary message about the greater good to the Houston community from this deal and need to get that back out front. (If only our original news release with that theme had reached the Chronicle, which really picked apart the one that went out. By the way, be sure to take "and Rice University officials" out of the lead of that one, as we requested, since it was no longer a joint release.) At a minimum, would you ask the Daily Cougar to run corrections to the misstatements about "buying KTRU" and to note that KTRU will remain in business via www.ktru.org?

Let's get back on track with the original join messaging. I know you share my concern that UH and Rice will appear at odds, rather than united, and further fuel our various critics. If this falls apart, we'll both be left with the worst of both worlds - plenty of criticism, loss of credibility and no deal. Thanks, Linda

http://thedailycougar.com/2010/08/23/uh-to-increase-frequency-with-addition-of-ktru/

Clarification - August 23, 2010 (PDF1 p. 28)

Public Records Request/KTRU Purchase - August 25, 2010 (PDF1 pp. 119-122, PDF2 p. 101)

- Discussion over identity of Nick Schlossman, who requested public records of related documents

Today's Chronicle - August 28, 2010 (PDF1 p. 96)

From: Linda Thrane

Date: Sat, 28 Aug 2010 20:45:43

To: John Proffitt

Subject: Today's Chronicle

John:

Today's story was such an "I told you so moment." Between you and me, this could have been the story in which public radio aficionados extolled the acquisition of a second frequency but, because you were ordered to lay low and not rally support, you don't have the favorable groundswell that would have easily outshouted the vocal but smaller groundswell of opposition. This should have been more about public radio and Houston, less about UH and KTRU. (Fussing about the outlying signal was a weird angle. 50,000 watts is 50,000 watts!)

I spoke to Councilmember and Mayor Pro Tem Anne Clutterbuck's chief of staff last night. Both she and Mayor Parker understand and support the deal but Annise in particular is not eager to step into the fray. I stressed the extreme value of, at some point, having her express the positives to a city of Houston's size of having two public radio stations for news, information, music and the arts.

Hope we get this deal done Monday. Best, Linda

APA - September 13 - October 18, 2010 (PDF1 pp. 25-26, PDF2 pp. 12-22, 26-30, 38-39, 83-84, 163-164)

Revised Drafts - September 16, 2010 (PDF2 pp. 165-166)

UH/Rice:Radio Tower Survey - September 16, 2010 (PDF2 pp. 141-142, 150-151)

Conference Call - September 20, 2010 (PDF2 pp. 81-82, 157-158)

Campus Update - October 13, 2010 (PDF1 p. 30)

Radio station purchase moves forward - October 13, 2010 (PDF1 pp. 29)

- Press release

PDF2 pp. 104-109 1990-1991 Agreement/Deed Transfer

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