FCC to designate hearing on Sinclair/Tribune transaction

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ST. LOUIS, MO — The Federal Communications Commission mentioned Tribune Media, the owner of FOX 2 and KPLR 11, in a press release Monday morning.

FCC Chair Ajit Pai made an announcement about the $3.9 billion transaction and called for a hearing on the matter. The following statement was released Monday concerning the Sinclair/Tribune transaction at FCC.gov:

“Based on a thorough review of the record, I have serious concerns about the Sinclair/Tribune transaction. The evidence we’ve received suggests that certain station divestitures that have been proposed to the FCC would allow Sinclair to control those stations in practice, even if not in name, in violation of the law. When the FCC confronts disputed issues like these, the Communications Act does not allow it to approve a transaction. Instead, the law requires the FCC to designate the transaction for a hearing in order to get to the bottom of those disputed issues. For these reasons, I have shared with my colleagues a draft order that would designate issues involving certain proposed divestitures for a hearing in front of an administrative law judge.”

Sinclair Broadcast Group, the largest owner of local television stations in the country, is aiming to become even bigger with a $3.9 billion acquisition of Tribune Media. The deal would mean Sinclair’s stations would cover a majority of the country. The deal requires approval from the FCC because it involves broadcasting licenses and local stations.

This press release was issued by Tribune Media after the FCC announcement:

“Tribune Media was disappointed to learn that the Chairman had circulated an order designating certain issues for consideration by an Administrative Law Judge. It will review the FCC’s hearing designation order when released and expects to work with the FCC to explore ways to address the concerns identified. Until we have reviewed the order it is difficult to explain the potential issues it might create for the transaction. Fortunately, Tribune’s operations have been strong in 2018 and our team has done a terrific job of maximizing the value of the business through this extended regulatory approval process.”

Sinclair issued this response to the FCC announcement Monday afternoon:

“Sinclair Broadcast Group, Inc. today acknowledged a statement made by Chairman Ajit Pai of the Federal Communications Commission (“FCC”), in which he announced circulation of a draft hearing designation order regarding Sinclair’s pending acquisition of 100% of the issued and outstanding shares of Tribune Media Company (NYSE: TRCO) (“Tribune”) and issued the following statement:
“Sinclair was shocked and disappointed today by the news that FCC Chairman Pai was circulating an order proposing to designate our acquisition of Tribune for an administrative hearing. Although the actual Hearing Designation Order (HDO) has not yet been released, press reports indicate that a leaked version of the HDO suggests that Sinclair may have engaged in misrepresentation or lack of candor. To the extent that the HDO does in fact include any such allegations, we deny such allegations in the strongest possible manner.

Throughout the FCC review process of this transaction, we have had numerous meetings and discussions with the FCC’s Media Bureau to make sure that they were fully aware of the transaction’s structure and basis for complying with FCC rules and meeting public interest obligations. These structures are consistent with structures that Sinclair and many other broadcasters have utilized for many years with the full approval of the FCC. During these discussions and in our filings with the FCC, we have been completely transparent about every aspect of the proposed transaction. We have fully identified who the buyers are and the terms under which stations would be sold to such buyer, including any ongoing relationship we would have with any such stations after the sales. We have filed all relevant agreements documenting such terms as required by FCC rules.

While we understand that certain parties which oppose the transaction object to certain of the buyers based on such buyers’ relationships with Sinclair, a situation we are prepared to address if the FCC agrees with such views, at no time have we misled the FCC in any manner whatsoever with respect to the relationships or the structure of those relationships proposed as part of the Tribune acquisition. Any suggestion to the contrary is unfounded and without factual basis.

We were heartened by the Statement released by Commissioner O’Rielly objecting to ‘blindly sending decisions to the Commission’s Administrative Law Judge (ALJ).’ While we understand that Commissioner O’Rielly was specifically objecting to the lack of defined timelines in the ALJ process, we hope that Commissioner O’Rielly and the other FCC Commissioners will also consider the appropriateness of blindly designating matters for hearing which have been fully disclosed to the FCC and which fully comply with FCC rules and widespread industry precedent.

We are prepared to resolve any perceived issues and look forward to finalizing our acquisition of Tribune Media. The proposed merger of Sinclair Broadcast Group and Tribune Media will create numerous public interest benefits and help move the broadcast industry forward at a time when it is facing unprecedented challenges. We look forward to working with regulators to make the merger a reality.”

Tribune Media issued the following statement Thursday after the FCC’s issued a Hearing Designation Order.

“We will be greatly disappointed if the transaction cannot be completed, but will rededicate our efforts to running our businesses and optimizing assets. Thanks to the great work of our employees, we are having a strong year despite the significant distraction caused by our work on the transaction and, thus, are well-positioned to continue maximizing value for our shareholders going forward.”

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