Emails and records show UW and KUOW officials worked to keep details secret about the Seattle public radio station’s intentions to buy its competitor KPLU until the day university regents approved the plan. PLU, meanwhile, insisted on not revealing that it initiated the deal.

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Internally, they referred to it as “Fight Club” — a fitting nickname for plans to purchase a public radio station that officials at two universities kept secret from the public for weeks.

Top officials preparing details about an agreement for the University of Washington’s public radio station KUOW to buy Tacoma-based competitor KPLU from Pacific Lutheran University last year kept theproposed deal under wraps for as long as possible, emails and other records obtained by The Seattle Times show.

By not publicly mentioning the prospective sale until the day UW regents approved it, key UW and KUOW officials followed the mantra of their pop-culture reference for the station’s purchase: The first rule of Fight Club is don’t talk about Fight Club.

Specifically, the records show UW communications executive Norm Arkans worked with KUOW President and General Manager Caryn Mathes to ensure word of the proposed sale did not leak out for several weeks before the Nov. 12 regents meeting.

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The actions included describing the deal with intentionally vague language on meeting agendas meant to inform the public about business before the board and its committees.

Then, after regents formally approved KUOW’s intent to purchase KPLU’s broadcast license without discussion during a public meeting, officials for PLU released potentially misleading information in statements prepared to respond to anticipated questions about the sale, the records show.

“They conspired to mislead the public,” said Carol Mac­Kinnon, a University Place attorney and longtime KPLU supporter. “It’s outrageous, especially in a public-radio context. They’re supposed to be stewards of the public trust.”

MacKinnon cites some of the same internal records in a petition, challenging the proposed sale, to the Federal Communications Commission (FCC), which has final approval over the deal.

Officials involved with the prospective sale deny they misled the public, explaining they simply tried to live up to a nondisclosure agreement between the parties while delicate negotiations were still under way.

They added the public eventually got the chance to weigh in and even influenced an alternative outcome that’s now being pursued and would allow a community group to purchase KPLU if it can raise the money.

“All was revealed,” said Mathes, the KUOW president. “The public has had months to have its say, and the normal, conventional progression was altered due to public response. It feels to me that things have played out exactly the way they should have.”

Vague agenda item

In an Oct. 16 email, Mathes informed select KUOW staff aware of the proposed sale that the agenda for the regents meeting “in which the action item on Fight Club will occur gets wide distribution via email the morning of November 6th.”

“Norm (Arkans, the UW communications exec) is working on how to title the item so that it does not garner premature attention,” Mathes added.

Three days later, Arkans emailed Mathes with his proposed wording for the agenda item in which he avoided all mention of KPLU, labeling it a “KUOW License Assignment and Acquisition.”

Arkans explained in the email his “goal” was to provide details about the sale only to regents, and he wouldn’t post any information on the UW’s website.

“All that would be public would be the title of the action item on the agenda, and at the meeting the rest of the item would be made public,” he wrote.

In a recent interview, Arkans said he and Mathes tried only to ensure details of a confidential business transaction didn’t spill out prematurely.

“We were trying to get this Letter of Intent done in time for the regents meeting, and that’s difficult to do when it’s all out in the public,” Arkans said. “In hindsight, we could have been clearer (with agenda language) in my view, but there was no intent to mislead the public.”

Records show representatives for each university signed the letter of intent one to two days before the board meeting, and that more than an hour before the regents voted on it, KUOW and PLU officials began notifying key constituents, underwriters and their stations’ journalists that the KPLU acquisition would be announced.

The regents board unanimously approved the purchase among 11 items on its consent agenda, where regents typically package noncontroversial items that don’t need independent discussion or action.

Arkans noted regents on the board’s Finance and Assets Management committee held a discussion about the proposal and recommended its passage earlier in the day, before the board’s full meeting.

The state’s Open Public Meetings Act requires government bodies to make decisions in public and to publicize agendas for regular meetings at least 24 hours in advance. The law doesn’t say how detailed such notices must be.

MacKinnon, the KPLU supporter and lawyer, contends a 1974 state Supreme Court ruling clearly indicates “when public notice is required, that notice must not be misleading.” She added officials acted as if the regents’ vote had been predetermined.

“This was a flagrant violation of the open meetings law,” MacKinnon said.

Mathes countered the university’s legal department was apprised of the matter “every step of the way” and the “UW followed the letter of the law on notifications.”

“Gauzy wording”

Other records show KUOW and PLU officials worried about how they’d appear following the proposed sale’s announcement, leading them to prepare public statements about the deal that omitted certain information.

In an email with the subject line “Gauzy wording,” Mathes told KUOW colleagues she was working with PLU marketing executive Donna Gibbs on “joint messaging” about the sale, noting PLU’s “President wants to avoid it sounding like a callous ‘asset divestiture.’ ” At the same time, KUOW wanted “it made clear that we weren’t a ‘predator,’ ” Mathes added.

An internal PowerPoint presentation previously shown to KUOW’s Puget Sound Public Radio governing board cited as one motivation for the proposed sale that “PLU wants cash, and to get out of the audio content business completely.”

It also stated PLU first tried to market KPLU to Clear Channel Communications, the nation’s largest radio operator, but was “rebuffed” because the educational reserved band, 88.5 FM, couldn’t easily be converted to commercial use.

Emails between Mathes and PLU’s Gibbs also show PLU intended to market the station to other prospective bidders if a deal with KUOW didn’t work out.

In another email finalizing sale details, Gibbs informed Mathes that PLU was still trying to determine whether KPLU’s campus tower was necessary for the station’s signal transmission, “as our President would like to see the ‘eyesore removed!’ ”

Other internal KUOW records show the station favorably viewed KPLU’s purchase as an opportunity to eliminate “its direct competition,” become a “monopoly” and build “Seattle’s NPR Superstation.”

But the public wasn’t told any of that information. Rather, statements prepared and distributed about the sale — including those from PLU President Thomas Krise — describe a collaborative effort years in the making that aimed to preserve the future of public radio in the region by pooling resources.

In a recent interview, Gibbs denied money influenced the sale, or that PLU initiated discussions, and she said PLU never tried to sell the station to Clear Channel.

“There is absolutely no truth to that statement,” she said.

Krise did not reply to requests to be interviewed for this story.

A Nov. 9 email shows Gibbs informed Arkans that Krise was “insistent” about providing a seemingly disingenuous response to address potential questions from the public about “who approached whom.”

Gibbs emailed the prepared statement to Arkans that said KPLU and KUOW had been exploring “a merger” for years to ensure the region’s public-radio listeners were best served.

Arkans later forwarded Gibbs’ email to Mathes with the comment, “Well, so much for my influence. I don’t even know if that statement has any truth in it.”

Mathes, in turn, forwarded the thread to several KUOW associates, commenting: “Oh well — They’re not going to be forthright about this, so we just have to roll with it.”

Arkans said in a recent interview he had suggested to Gibbs that PLU publicly acknowledge it initiated the sale discussions.

“They approached us with the intent to sell the station,” Arkans said. “My advice was they should just say that, but that was the statement that they came up with. I didn’t think it was the best way to characterize what had transpired. It wasn’t a merger; it was an acquisition.”

Gibbs insisted in a recent interview that the statement PLU provided was truthful.

Mathes said about her email: “The word ‘forthright’ was probably too harsh. That was my frustration showing … What they ended up saying wasn’t untrue.”

Since the outcry

KUOW’s offer to buy KPLU for $8 million entailed converting the news and music station to an all-jazz format and eliminating its news operation.

The deal’s announcement sparked a public outcry. KPLU’s community advisory board, which also wasn’t informed when PLU regents privately approved the UW’s offer in October, voted to oppose the sale.

PLU and UW officials eventually agreed to allow a community group to bid for the station. The recently formed “Friends of 88.5 FM” group has until June 30 to raise $7 million and negotiate a deal with the private university. As of Friday, the group had raised about $5.9 million and had submitted a letter of intent to buy the station. PLU has discretion as to whether it will accept any offer.

Meantime, the UW continues to pursue FCC approval to take over KPLU’s broadcast license. Should approval come before June 30, the university has said it would wait to allow the community group a chance to make an offer for the station.

MacKinnon contends the secretive handling of the deal poses long-term implications about KUOW’s integrity that could harm future licensing and fundraising efforts.

Mathes countered she believes the matter was handled properly with “a public phase baked-in” as part of the FCC approval process.

“There’s a lot of fear and misinformation and people bending the arc of information that’s out there to their own perceptions and sensibilities,” Mathes said. “I think it’s entirely appropriate to have such negotiations in private.”