The negotiation spat between Fox and Sinclair is apparently over, and Sinclairâ€™s proposed $3.9 billion merger with Tribune will have one less hurdle.
21st Century Fox announced itâ€™s buying the seven TV stations Tribune owned that had to be spun off to not exceed ownership limits, but had not yet officially found buyers.
Friday, from documents filed with the Federal Communications Commission, I reported those stations were:
â€œ21st Century Fox today announced a definitive agreement with Sinclair Broadcast Group and Tribune Media Company to acquire seven television stations for approximately $910 million. The transaction will grow Fox Television Stationsâ€™ (FTS) coverage to nearly half of all U.S. households, and its market presence to 19 of the top 20 DMAs, including the addition of key markets that align with Foxâ€™s sports rights.â€
You see those same seven TBD stations on the Fox news release.
You also see six of those seven are Fox affiliates, so not much should change for viewers in those cities.
Yet, the Miami/Fort Lauderdale station is a CW affiliate. What will become of it, and also Sunbeam-owned Fox affiliate powerhouse WSVN?
Thatâ€™s still to be determined.
Iâ€™m hearing the possible loss of Fox affiliation is going around the Newsplex (WSVN), but I would hesitate because I donâ€™t think that would be the right decision for anybody: Fox (out to make money) nor the viewers (getting the best public service).
The CEO of Fox Television Stations, Jack Abernethy, said,
â€œThis transaction illustrates Foxâ€™s commitment to local broadcasting and we are pleased to add these stations to our existing portfolio. With this acquisition, we will now compete in 19 of the top 20 markets and have a significantly larger presence in the west, which will enhance our already strong platform. This expansion will further enrich our valuable alignments with the NFL, including our new Thursday Night Football rights, MLB and college sports assets. We are also happy to add many talented Tribune employees to our group, some of whom we know well.â€
Remember, a much leaner â€œNew Foxâ€ network plans to concentrate more on live events, specifically NFL football.
Several of the stations have NFL football teams in their markets. Others, like San Diego which lost the Chargers, and Sacramento which is near San Francisco, are very close.
The big trophy is Seattle, since the Seahawks are in the NFL, and Fox carries most of its NFC conference away games on Sundays. But now, Fox also has the rights to Thursday Night Football games which feature AFC conference teams just about equally.
Also new today, 21st Century Fox has also entered into new network affiliation agreements with Sinclair and the stations it doesnâ€™t own but still operates.
Plus, Fox will give Sinclair options to acquire two of its stations â€“ Chicago CW-affiliate WPWR for approximately $15 million, since Fox already owns station WFLD â€“ and Austin FOX station KTBC for approximately $160 million, which Fox didnâ€™t sell off years ago when its focus was on the largest markets because KTBC-Channel 7 is the only VHF TV station in Texasâ€™ capital.
Fox actually used to own theÂ Cleveland, Salt Lake City and Denver stations but sold them to a company called Local TV which sold itself to Tribune.Â So much for Fox actually caring about those communities when it owned those stations, sold them, and now wants them back. I hope the people of Cleveland, Salt Lake City and Denver will challenge Fox’s proposed buy with the FCC.
Of course, where will Fox find thatÂ approximately $910 million? I mentionedÂ a much leaner â€œNew Foxâ€ thatÂ plans to sell off most of its assets like its studio, cable networks and regional sports networks to Disney â€“ keeping just its network, TV stations, Fox News Channel, Fox Business Network and FS1/FS2 cable sports channels.
There’s one last new point from the Fox news release:
â€œCompletion of the stations acquisition by 21st Century Fox is anticipated for the second half of this calendar year, subject to the satisfaction of customary closing conditions, including regulatory approvals, and is expected to be coordinated with the closing of Sinclairâ€™s proposed acquisition of Tribune.â€
Sinclair had said it expected its merger with Tribune to close in the second quarter of the year.
In fact, yesterday was exactly a year since the Agreement and Plan of Merger was filed with the FCC.
But companies cannot own stations covering more than 39 percent of U.S. households. Sinclair has used shell corporations with names like Cunningham and Deerfield to control but not technically own more stations than allowed. And the FCC brought back the UHF Discount soÂ the percentage a UHF station (channel 14+) counts towards a companyâ€™s ownership cap would only be half for those stations, compared to VHF stations.
That rule started because it used to matter whether a local TV station was VHF or UHF, due to antennas and how old TV sets were not made for the UHF band. But President Trump’s appointed FCC chairman Ajit Pai made sure to bring it back weeks before the Sinclair-Tribune merger was announced, and it could not have been possible otherwise, so Pai is under investigation by the FCC’s inspector general.
— UPDATE: The FCC inspector general cleared Chairman Ajit Pai of being unfairly biased in favor of the Sinclair Broadcast Groupâ€“Tribune Media merger. —
Since the merger announcement, there have been many holdups. Most notably is opposition from people who hate Sinclair’s conservative leanings, must-run commentaries on its local stations and its history of forced network preemptions. There are also those who think Sinclair was already too big of a company and adding Tribune to it would make it much larger.
As of now, Sinclair says it owns or operates 193 TV stations, consisting of 614 channels (including digital subchannels) in 89 U.S. markets. Just look at that footprint!
After a merger, Sinclair says in a news release,
â€œPro forma for the Tribune acquisition and related station divestitures, the Company will own, operateÂ and/or provide services to 215 television stations in 102 markets.â€
Something tells me that company doesn’t know what to say and brags too much, which makes its opponents angrier.
DeadlineÂ magazine says that’llÂ â€œreach 62% of U.S. households, but 37.4% according to FCC rules limiting station ownershipâ€ — which is 39%.
The Sinclair news release lists all of the stations that will be sold for a merger, and the cities that will have stations as part of the merger.
In fact, I’m not sure SinclairÂ President/CEOÂ Chris Ripley understands chutzpah, but this is part of his quote:
â€œAfter a very robust divestiture process, with strong interest from many parties, we have achievedÂ healthy multiples on the stations being divested. …Â While we continue to believe that we had a strong and supportable rationale for not havingÂ to divest stations, we are happy to announce this significant step forward in our plan to create a leadingÂ broadcast platform with local focus and national reach. We expect the combined company to continueÂ to advance industry practices and technology, including the Next Generation Broadcast Platform, andÂ to benefit from significant revenue and expense synergies.â€
Sinclair owner/chairman David Smith (who also controls Cunningham with his siblings, even though it claims to be independent) was apparently smart enough to stay quiet.
Click here for what Tribune had to say.
WSFL was supposed to be spun offÂ and not take part in any Sinclair-Tribune merger, since Fox was supposed to be concentrating on those cities in the NFL’s NFC conference. The Miami Dolphins are in the AFC, andÂ WSFL is a CW affiliate without a news department.
I suggested Fox look at CBS, making money while owning CW affiliates (it owns half of the CW) and also independent stations, while letting outside companies with either stronger reach or good news departments have the CBS affiliations.
I predicted WSFL losing its CW affiliation since CBS owns two stations in the market. There’s the CBS station WFOR-4, and WBFS-33 which became a MyNetworkTV affiliateÂ to please CW partner Tribune, since CBS got the CW in so many other cities back when the WB and UPN combined.
Now, it’ll make perfect sense for CBS to move the CW affiliation to WBFS. Where would that leave WSFL? As aÂ MyNetworkTV affiliate. Is there any problem with that? Absolutely not! Why? Because Fox actually ownsÂ MyNetworkTV.
Fox would have a place to air any network programming WSVN preempts, its Fox News would have access to WSVN’s powerful news coverage like it does from any other affiliate, it could say it owns a station in Miami/Fort Lauderdale to give advertisers more scale, and it could program and promote WSFL and itsÂ MyNetworkTV shows any way it wants.
That’s how I see the perfect solution.
Of course, nobody is perfect and Fox doesn’t always make the right decisions.
It dropped a good Charlotte affiliate, WCCB-Channel 18, because it wanted to own a station where the NFC Carolina Panthers play. Instead, it bought a nothing station,Â WJZY-Channel 46, started it from scratch, and took years and a lot of money to build it into anything.
It could do the same thing in Miami and start news at WSFL. That would give viewers another choice for news but be a kick in the face to WSVN and confuse the viewers, since the market is already splintered with popular stations in two languages.
Could Fox buy WSVN? As people in New York’s 6th borough would say, Fugetaboutit!Â Sunbeam owner Ansin has shown heâ€™ll probably take the station to his grave,Â with or without any affiliation, so thereâ€™s no realistic possibility there.
He lost WSVN’s NBC affiliation in 1989 by refusing to sell that station. It bought WTVJ instead. (Why wouldÂ Ansin get back into business with NBC in Boston in 1994, rather than Fox, after NBC dropped him in Miami? To make money, of course!)
Just last year, the same think happened with his WHDH in Boston. Ansin refused yet again, saying NBC offered half what WHDH was worth and trying to steal it. So NBCÂ dropped Ansin a second time and started a new station called NBC Boston, now NBC 10, even though it’s not on channel 10 and NBC is really on WJAR-Channel 10 (owned by Sinclair) in nearby Providence, RI!
One last thing:Â The Fox Television Stations Group website â€”Â which hadn’t posted a list of its stations (What else is it for?) despite me calling them out for itÂ here,Â here,Â here,Â hereÂ (so far in no particular order, although I may have missed a couple), and my favorite,Â hereÂ â€”Â never posted today’s news. But it does show press releases from Feb. 8, 2017 and Nov. 3, 2016.
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