Attempted acquisition of Tribune Media by Sinclair Broadcast Group

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The attempted acquisition of Tribune Media by Sinclair Broadcast Group would have seen Hunt Valley, Maryland-based Sinclair Broadcast Group acquire Chicago-based Tribune Media, a deal which was officially announced on May 8, 2017, after months of speculation. The deal, had it been successful, would have made Sinclair (already the largest television broadcaster in the United States) have stations available in 72% of homes.

The deal received criticism from multiple interests groups, as well as politicians from both the Democratic and Republican parties, feeling that the deal would give Sinclair an effective monopoly on broadcasting. Interest groups from all across the political spectrum felt that Sinclair, which has long supported conservative platforms, would spread its philosophy to Tribune stations, in effect trying to persuade voters in swing states.

The deal also received backlash for Federal Communications Commission (FCC) Chairman Ajit Pai, who had reversed several decades-old policies for broadcasting as well as reverse some policies implemented during the Obama administration that negatively affected Sinclair, leading some to speculate that Pai is changing longstanding policies to Sinclair's benefit. This comes especially with two other major media mergers: The Walt Disney Company's proposed acquisition of a majority of 21st Century Fox and AT&T's successful acquisition of Time Warner (now WarnerMedia).[1]

Background[edit]

On March 1, 2017, reports surfaced that Sinclair was in discussions to acquire Tribune, which was approached by Sinclair management about a possible merger in late February. Any deal would occur pending FCC review of the UHF discount, which had been eliminated in a 3-2 vote led by former FCC Chairman Tom Wheeler in September 2016, on grounds of 1985's rule obsolescence as UHF stations transmitting over the ATSC digital format have improved signal reception compared to those which broadcast over the NTSC analog standard. Such a deal would complement Sinclair, as it only has an 11% market overlap with Tribune and requires minimum divestment; additionally, Sinclair would expand its reach within the top-10 markets (currently consisting of only one television station, WJLA-TV, and its associated 24-hour news channel).[2] Reports later stated that Sinclair was offering to buy Tribune at a per-share price in the high $30s.[3][4]

The reports of Sinclair's interest in acquiring Tribune led several unnamed station owners – which also inquired about purchasing some or all of Tribune's assets outright or through a consortium – as well as Tribune shareholder Starboard Value to approach 21st Century Fox about taking options to thwart the deal as a defensive measure; the major impetus was that a combination of Sinclair (which is already the largest Fox affiliate operator by station count, with 54 primary and subchannel-only affiliates) and Tribune (the network's largest affiliate operator by total market reach, as its 14 Fox stations are concentrated in top-50 markets) would potentially result in Sinclair obtaining leverage over 21st Century Fox in reverse compensation negotiations for its Fox and MyNetworkTV affiliates (the 68 Fox affiliates that the two companies own cover a combined 28% of the U.S.).[5] Although 21st Century Fox CEO James Murdoch told investors in February that it was unlikely that its Fox Television Stations unit would acquire additional stations if the FCC relaxed ownership regulations, Financial Times reported on April 30, that Fox was considering a partnership with private equity firm The Blackstone Group – in which Blackstone would help finance the acquisition, while Fox would contribute its existing owned-and-operated stations to the joint venture – to bid for Tribune.[6][7][8] Fox eventually dropped its bid for the company shortly before final bids were submitted to Tribune board members and shareholders on May 5, after it and Blackstone were unable to agree on an offer structure in such a short time period.[9][10][11]

On May 7, 2017, reports indicated that Sinclair was nearing a deal to purchase Tribune.[12][13] These reports were confirmed on May 8, when Sinclair announced that it would acquire Tribune for $3.9 billion,[14] along with the assumption of Tribune's $2.7 billion debt load; it beat Nexstar Media Group, which was not willing to make a higher bid closer to Tribune's appraisal price, for the stations.[15][16][17][18][19][20][21][22][23][24]

Assets that would have been acquired[edit]

Had the merger been successful, Sinclair would have acquired all of Tribune Broadcasting's 42 television stations and their associated digital properties, along with two websites not associated with any television stations. Tribune has stations in the five largest media markets (WPIX, KTLA, WGN-TV, WPHL, and KDAF in order from 1 through 5), all of which would have supplanted WJLA (Washington, D.C./Hagerstown) as the largest market in which Sinclair owns a station (Sinclair would also have gained a duopoly in DC with the acquisition of WDCW); Sinclair's only current Top 10 market presence is WJLA.[2] The two websites that were to have been acquired by Sinclair were Screener (also known as Zap2It) and its subsidiary website TV by the Numbers.[25]

On the radio side, Sinclair would also have acquired ownership of WGN-AM radio and the operating rights to iHeartMedia-owned WMIL-FM radio.

Also acquired would have been the following assets associated with WGN-TV:

The following equity stakes would also have been acquired by Sinclair:

Tribune Media's former newspaper division, now called Tronc (formerly Tribune Online Content, spun off from Tribune in August 2014), would not have been part of the merger. Many Tronc-owned newspapers posted disclaimers that they are no longer involved with Tribune when covering the Sinclair–Tribune merger, including articles that had been written by the Associated Press and Reuters.[27][28][29]

Proposed divestitures and sales[edit]

Although all of Tribune's stations would have been acquired, it planned to flip 16 of the stations, plus 6 stations owned by Sinclair, to other buyers (although it would have ultimately retained control of stations in top-10 markets). The final form of the station divestiture, prior to its referral to an administrative law judge, saw the following divestitures to known other entities: († - owned by Sinclair)

Cunningham Broadcasting acts as an effective subsidiary of Sinclair Broadcasting, as its shareholding consists of trusts controlled by the estate of Carolyn C. Smith, who was the wife of Sinclair's founder Julian Sinclair Smith, in the name of Julian's four sons, one of whom is current Sinclair executive chairman David D. Smith. The four sons are also the majority owners of Sinclair.

All of these stations, except WSFL, are current Fox affiliates. In exchange, Sinclair had purchase rights to WPWR and KTBC, currently owned by Fox.

Also transferred would be the master services agreements to WOLF and WSWB, locally owned but operated currently with Sinclair-owned WQMY.

Earlier plans to divest Tribune Media's Chicago properties to WGN TV, LLC, a newly created company to be owned by Steven Fader, a business executive with close business ties to Sinclair executive chairman Smith, along with sales of KSWB (later proposed for sale to Fox) and WPIX to Cunningham Broadcasting (as noted prior, an effective subsidiary of Sinclair) were scrapped, with Sinclair planning to own and operate those stations outright. With the deal terminated, the sale of stations to Cunningham, Fox, and Meredith, which was to have been a sale from Sinclair to those entities (as those all involved Tribune stations), was also terminated (although Fox and Meredith can still approach Tribune about acquisitions), while Sinclair has yet to decide on the sales of its stations (and LMAs) to Howard Stirk or non-affiliated Standard General.

Criticism[edit]

Sinclair[edit]

To comply with Department of Justice antitrust and FCC ownership regulations (assuming a draft of the latter agency's media ownership review – which is expected to be released as early as late summer – is unable to receive Congressional approval), Sinclair will likely be required to sell stations owned by either company in up to twelve markets in order to address ownership conflicts. The most significant conflicts exist in Seattle, Salt Lake City, Oklahoma City, Harrisburg and Grand RapidsKalamazoo, where Sinclair and Tribune each have two stations that rank among the four highest-rated in terms of total viewership and maintain news departments. Other divestitures or signal reshuffling may be required in St. Louis, Portland (Oregon), Norfolk/Virginia Beach, Greensboro/Winston-Salem/High Point, Richmond, Scranton/Wilkes-Barre and Des Moines where ownership regulations would be violated (either because Sinclair already has or would have operational stewardship of three or more stations, or just two stations with too few independent station owners to permit a duopoly). If the national station ownership cap is not raised any further, Sinclair will also have to divest certain stations in non-conflict markets that would put its total reach over the current 39% limit (the enlarged group would effectively cover nearly 72% of the U.S., but would still reach over 45% coverage even with the UHF discount factored in).[30]

Sinclair CEO Christopher Ripley stated that the company would consider full divestitures of any conflict stations to independent buyers (stating the markets where station divestitures were likeliest to occur, to comply with antitrust regulations on advertising share, are in Seattle, Scranton/Wilkes-Barre and Salt Lake City); however, FCC chairman Ajit Pai's relaxed scrutiny on outsourcing agreements raised concerns by opponents of the deal – most notably by House Minority Leader Nancy Pelosi and House Committee on Energy and Commerce ranking member Frank Pallone in a letter they co-authored in advance of the FCC's April 20 vote that reinstated the UHF discount – that Sinclair could choose to retain the conflict stations through its partner companies, potentially eliminating an independent news voice in those markets.[31] Among the other objections to the deal expressed by Free Press and other media advocacy groups was the perceived conservative lean of the group's syndicated news content, as observers expressed concern that the expansion of partisan content by Sinclair into new markets could worsen existing distrust of American media organizations to local media, which has maintained higher ratings of trustworthiness among the general public over national media.[32][30]

The concerns about Sinclair potentially creating an oligarchy in the broadcast television industry – alongside Nexstar Media Group, which has a station portfolio of similar size – led public interest groups to attempt to block the merger by preventing the UHF discount from being reinstated. On June 1, 2017, the District of Columbia Court of Appeals issued a seven-day administrative stay to the UHF discount rulemaking, in order to allow review of an emergency stay motion filed by The Institute for Public Representation (a coalition of public interest groups comprising Free Press, the United Church of Christ, Media Mobilizing Project, the Prometheus Radio Project, the National Hispanic Media Coalition and Common Cause) on May 15. The coalition argued that the UHF discount was no longer logical from a technical standpoint (as stations that transmit on the UHF band have typically maintained better digital signal quality than those transmitting on VHF, a reversal of the technical issues with both bands during the analog era) and would trigger a wave of mergers and acquisitions in the broadcast television industry that would further reduce diversity in station ownership.[33][34][35][36][37] The D.C. Court of Appeals denied the emergency stay motion on June 15, 2017, though it is still subject to a pending court proceeding to appeal the UHF discount implementation.[38][39][40]

Ajit Pai[edit]

In November 2017, two Democratic members of the U.S. House of Representatives, John Conyers (Mich.) and David Cicilline (R.I.), asked David L. Hunt, the inspector general of the FCC, to investigate whether Pai's legislative actions regarding the relaxation of broadcast ownership rules were biased in favor of Sinclair. The FCC, under Pai, undertook a number of actions that the legislators believe would benefit Sinclair – which has lobbied for such changes for several years – including rolling back certain broadcast television station ownership limitations (including allowing exceptions to duopoly rules that forbid common ownership of two television stations in the same market if both are among the four highest-rated or if such a combination would dilute independent media voices, reinstating a 1985 discount quota on UHF stations repealed two years earlier by Wheeler and his Democratic-led majority, a requirement dating to the FCC's inception for broadcast outlets to maintain office operations within the community of their primary local coverage areas, and removing ownership attribution rules applying to joint sales and shared services agreements).[41][42][43][44][45][46][47] A spokeswoman for Pai said "the request appears to be part of many Democrats' attempt to target one particular company because of its perceived political views... . Any claim that Chairman Pai is modifying the rules now to benefit one particular company is completely baseless."[48][49][50]

On July 16, 2018, FCC chairman Ajit Pai was reported to have "serious concerns" about the merger and proposed a hearing before an administrative law judge.[51][52][53][54]

Countercriticism[edit]

Among those in favor of the merger includes former professional wrestling executive Eric Bischoff. Bischoff spoke in favor of the Sinclair-Tribune deal during a Q&A session on his official Periscope account on March 14, 2018, feeling that Sinclair could utilize WGN America to expand the reach of Sinclair-owned Ring of Honor in a similar manner that Turner Broadcasting System utilized World Championship Wrestling and its predecessors including Jim Crockett Promotions and Georgia Championship Wrestling.[55] On July 25, 2018, U.S. President Donald Trump spoke also in favor of the Sinclair-Tribune deal saying that the FCC's move was “so sad and unfair” and the deal could provide a “conservative voice for and of the people" over the Comcast acquisition of NBCUniversal in 2011 and said that the decision of the FCC move was "Disgraceful".[56][57][58][59][60]

Impact[edit]

Rival companies buying divested stations[edit]

On August 2, 2017, it was reported that Fox Television Stations was in talks with Ion Media to create a joint venture that would own their respective stations. The partnership was said to include plans to shift affiliations from Sinclair stations in favor of Ion-owned stations, such as those whose affiliation agreements are soon to expire. Fox was reportedly concerned of Sinclair's growing influence, and that its conservative news programming would harm Fox News. It has been suggested that this proposed partnership was meant to place pressure on Sinclair, as the Ion stations have historically had little local staff, infrastructure, or programming, including local news—leading an analyst to consider the plan to be unfeasible. Sinclair's stock prices slipped following the news.[61][62] On October 19, 2017, it was reported that Tribune Media shareholders have approved the $3.9 billion deal for the company to be acquired by Sinclair Broadcast Group.[63][64][65][66][67][68] On October 24, 2017, it was reported that the Federal Communications Commission eliminated a rule that required broadcast station groups to maintain a physical presence in the community of their primary local coverage areas, a move that would help media companies further consolidate their operations and potentially assist Sinclair Broadcast Group's media ambitions.[43][69][45][46][47]

On November 29, 2017, it was reported that Sinclair Broadcast Group – which attempted to convince the DOJ's Assistant Attorney General of the Antitrust Division, Makan Delrahim, to relax rules pertaining to a broadcast television combination's total advertising share within a media market but was denied in their efforts – was reportedly close to a deal with the U.S. Department of Justice to sell thirteen unspecified television stations (although Sinclair has attempted to gain DOJ permission to divest only ten stations) as a condition of the approval for its $3.9 billion acquisition of Tribune Media. Nexstar Media Group, Tegna, Inc. and Meredith Corporation are among the groups that have offered to acquire the divested outlets. Fox Television Stations (FTS) has also been reported to have entered into negotiations to acquire between six and ten stations, among those involved in the DOJ consent agreement and/or those already owned by Sinclair or Tribune that are located in markets where neither groups' stations conflict with FCC rules (among them, KCPQ and its MyNetworkTV-affiliated sister KZJO in Seattle, the former of which was earlier sought by Fox in 2014 in a failed attempt to leverage KCPQ's Fox affiliation in order to convince Tribune into selling).[70][71][72][73] On December 14, reports stated that the U.S. Department of Justice signaled that it would grant approval of the Sinclair–Tribune merger, provided that the groups sell off a total of between 11 and 13 stations in the ten conflict markets.[74]

On December 6, 2017, it was reported that FTS would purchase up to 10 Fox affiliates from Sinclair (all in NFL markets) once Sinclair's acquisition of Tribune is finalized. The deal would most likely include Seattle's duopoly of KCPQ and KZJO since Sinclair already owns ABC affiliate KOMO-TV and Univision affiliate KUNS-TV.[73] Other Fox affiliates currently owned by either Sinclair or Tribune involving NFL markets include former O&O's in Cleveland, Denver, Kansas City, and Milwaukee (none of which are in conflict with FCC regulations, though both Sinclair and Tribune overlap in Milwaukee), as well as stations in Baltimore, Buffalo, Green Bay, Indianapolis, Nashville, and Pittsburgh. (The Baltimore station, being Sinclair's flagship station, likely would not be sold in any event.[citation needed]) FTS would reportedly exchange the Orlando duopoly of WOFL and WRBW as well as semi-satellite WOGX to Sinclair in return.[73] Following the United States Department of Justice giving the OK to the Sinclair–Tribune deal, it was reported that Fox would be purchasing Seattle's KCPQ/KZJO, and is at least interested in the Cleveland, Denver, Kansas City, and San Diego Fox affiliates owned by Tribune, as well as some of the other aforementioned Fox affiliates owned by Sinclair and Tribune.[75] The ongoing proposed acquisition of 21st Century Fox by Disney, which would not include the sale of the Fox network to The Walt Disney Company (owner of ABC), would reportedly fund the acquisition of stations by Fox.[76]

On February 21, 2018 Sinclair informed the FCC that it planned to sell off Tribune stations in New York City, Chicago, and San Diego, while seeking waivers to purchase the Tribune stations in Indianapolis, South Central Pennsylvania, and Piedmont Triad. Sinclair is expected to enter into LMA's to operate WPIX and WGN-TV, while selling off KSWB outright. Overlapping stations in Seattle, St. Louis, Salt Lake City, Oklahoma City, Grand Rapids, Michigan, Richmond, Virginia, and Des Moines, Iowa would be sold off to unaffiliated third parties.[77] KPLR-TV, the CW affiliate in St. Louis, was to have been be sold to Meredith.[78] Cunningham Broadcasting was to have acquired 5 stations in Dallas, Houston, Portland, Los Angeles and New York; Armstrong Williams' Howard Stirk Holdings was to have acquired Sinclair stations in Seattle and Salt Lake City and a Tribune station in Oklahoma City; and Standard Media would have nine stations from Sinclair in Oklahoma City, Grand Rapids, Harrisburg, Greensboro, Richmond, Scranton-Wilkes-Barre, and Des Moines.[79]

On May 9, 2018, Fox Television Stations confirmed that it would acquire KCPQ, a Fox affiliate in Seattle; WSFL, a CW affiliate in Miami; KDVR, a Fox affiliate in Denver; WJW, a Fox affiliate in Cleveland; KTXL, a Fox affiliate in Sacramento; KSWB, a Fox affiliate in San Diego; and KSTU, a Fox affiliate in Salt Lake City, for $910 million in cash and value stock.[80] In exchange, Sinclair received options to acquire WPWR-TV and KTBC from Fox.[81][82][83]

Potential impact on the television industry[edit]

Opponents of the deal have pointed out that if approved, the deal may lead to more consolidation, including among the Big Four television networks (ABC, CBS, Fox, NBC) in order to expand their own respective O&O groups, leading to the networks adopting a similar model to their Canadian counterparts in that the majority of their stations are owned-and-operated with only a few affiliates. In addition to Fox purchasing stations as part of the Sinclair–Tribune deal, CBS Corporation CEO Leslie Moonves has stated they would purchase more stations if ownership caps are lifted.[84][85]

Termination of transaction and lawsuits[edit]

Despite facing the prospect of having to appear before an administrative law judge to defend the deal, Sinclair, on August 8, 2018, during its second-quarter earnings call, announced its intention to attempt to complete the deal, with the parties free to walk away after midnight.[86] However, the following day, on August 9, Tribune Media announced that it had terminated the sale agreement with Sinclair, and that it had filed a $1 billion lawsuit against Sinclair in the Delaware Court of Chancery for "repeatedly and willfully breach[ing] its contractual obligations in spectacular fashion". Tribune cited violations of the sale agreement in regards to divestiture of stations, including "belligerent and unnecessarily protracted negations" with the Department of Justice and FCC in an effort to maintain control of stations that it had been advised to divest, and violating conditions barring divestitures from attracting "even the threat" of regulatory scrutiny. If the lawsuit by Tribune is unsuccessful, Tribune would owe Sinclair a $135 million break-up fee.[87][88] Nineteen days later, Sinclair responded to the Tribune lawsuit by countersuing Tribune for $1 billion as well in the same chancery court.[89]

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