This was starting to get a little hard to keep track of, and I wrote most of this last night. Good thing I waited to publish, because I had to really rewrite today!
It’s looking like the big media merger I’ve been writing about so frequently may not happen! Even better, it looks like one of the seven deadly sins ― greediness ― may have killed the deal!
But now, a new contender (and a good one) is putting all its stations up for sale, if the price is right.
Let’s start with the latest.
FTVLive’s Scott Jones learned privately-held conglomerate Cox Enterprises “intends to pursue strategic options for its ownership or other interest in CMG’s (subsidiary Cox Media Group) 14 TV stations.”
This is the statement from the president of Cox Media Group, known as one of the best owners of TV stations in the country.
Notice it gives a very tentative timetable of “six months to a year to complete.”
And this is the statement from the president/CEO of parent company Cox Enterprises.
It seems every letter of this type addresses uncertainty by encouraging employees to keep up the good work.
Cox Media Group owns TV stations, radio stations and newspapers. The parent company also owns Cox Communications, the largest private telecommunications company in the U.S., the nation’s third-largest cable company, advanced digital video, Internet, phone, and home security and automation services. Plus, there’s Cox Automotive, which helps dealers, manufacturers and car shoppers.
There’s no question Cox decided it would try to sell out because Sinclair Broadcast Group — arguably one of the dirtiest and definitely the largest company to own TV stations — seems to have unexpectedly lost its 14-month try for approval to merge with one of the most iconic as well as largest broadcasters, Tribune Media.
Everything had seemed set. The price of $3.9 billion had been agreed upon.
The Federal Communications Commission — with pro-business Republicans in the majority — even went out of its way to make it happen by reinstating rather than ending a rule!
It brought back the UHF discount in April 2017, less than a year after it was eliminated, paving the way for Sinclair and Tribune combined to meet national ownership limits. The merger was announced the next month.
— UPDATE: The FCC inspector general cleared Chairman Ajit Pai of being unfairly biased in favor of the Sinclair Broadcast Group-Tribune Media merger. —
The combined company was supposed to
own control a whopping 233 TV stations and make a move into big cities like New York (WPIX), Los Angeles (KTLA), Chicago (WGN) and Philadelphia (WPHL). Sinclair stations would’ve reached 72 percent of U.S TV households.
Unfortunately for it, the limit was just 39 percent, so Sinclair decided to sell 23 stations — 14 of Tribune’s and nine of its own — to stay under the national TV ownership cap.
So what went wrong? A lot, even though it looked like nothing was going to stop the unfortunate merger.
Sunday, The Baltimore Sun named several things: Sinclair was already too big; it forced its owners’ conservative views on local news around the country; the company’s ego grew, â€œassuming it would get its way;â€ and even behind-the-scenes influence from rival Fox Broadcasting ownerÂ Rupert Murdoch.
What finally did the deal in was,
“FCC Chairman Ajit Pai, an appointee of President Donald J. Trump who has been viewed as friendly to Sinclair and such a merger, raised ‘serious concerns’ (last) Monday about whether the deal would serve the public interest.”
It’s nice to see the public interest mentioned. Doesn’t happen nearly as often as it should!
Stay with me because if you haven’t realized, there are many aspects to this story. Let’s recap, as more and more information was revealed, to see where we are tonight.
Back in mid-January, I showed you the FCC fined Sinclair $13.4 million for
“allegedly airing news programming that was paid for by a sponsor. … The two Democrats on the five-member FCC pretty much called the Sinclair fine peanuts because Sinclair aired the sponsored content 1,723 times on 77 stations, has had trouble with the FCC before and grossed $2.7 billion in revenue last year. The fine could’ve been $82 million. â€¦ I think Sinclair should consider itself lucky. Very lucky.”
By then, it had already bought Bonten Media Group‘s stations including WCYB in the Tri-Cities of TN/VA, where I’d been digital media manager.
“Click here and see how the WCYB website’s look seemed to change overnight. It’s like everything is becoming the same and there’s no need nor room for creativity.”
â€œSinclair requires conservative commentaries sent from its Maryland headquarters to air during its stations’ local newscasts. That causes viewers to think the biased people they see every night, tossed to by their local anchors, are local as well.â€
I remembered, â€œIn 2004, SinclairÂ barred the ABC affiliates it ownedÂ from airing the episode ofÂ NightlineÂ that profiled American soldiers killed overseas. (It owns stations affiliated with all of the networks.) The same year, it tried to get its stations to carryÂ a pre-election film that bashed presidential candidate John Kerry.â€
“Its gargantuan size already has liberals worried about its influence on elections.”
Bottom line: I admitted “with more competition, a broadcast license is no longer a license to print money as it used to be. But the airwaves belong to the public. TV stations have special responsibilities.” Yet rules were being loosened and I referred to that as, “You give them an inch and they ask for a foot!”
I questioned whether Sinclair would keep its promise to keep local programming local and pay to carry unique events like the Mummers Parade on Philadelphia’s WPHL-17.
“Next week, the Federal Communications Commission may let Sinclair Broadcast Group buy Tribune Media but force Sinclair to sell off a bunch of stations because it’ll be (way, way, way) too big.”
Then, I mentioned 21st Century Fox planning to downsize and what so-called New Fox would look like.
“Reports are Fox will buy ten of those stations. That means, as I wrote earlier this month about the company:
(Those cities except San Diego had NFL football teams, and Fox â€“ which carries most Sunday NFC games â€“ won Thursday Night Football package that also involves the AFC.)
“Cleveland, are you listening?
“And also from earlier this month, don’t expect a list of Fox-owned TV stations on the Fox Television Stations Group‘s website, no matter how many times I put up the link. That would be too relevant!”
I called my Feb. 22 post “Got cable, satellite? You’ll foot the bill for Fox’s Thursday Night Football” and showed how Fox’s enormous bid of $3.3 billion for the rights for five years
“is going to trickle down to you and me.”
I traced the skyrocketing cost of sports TV rights over the decades but explained overpaying isn’t always bad because,
“These days, Fox doesn’t have much of a regular Thursday night lineup. The NFL would draw viewers.”
“That means Fox stations can expect a call from the network demanding more money for providing better programming — especially in cities with NFL teams — and that may not be so bad, considering what Fox airs on Thursday nights these days? (Do you know?) … And where will these stations get that extra money? Sure, selling ads for higher prices, but also demanding to charge your cable or satellite company more when its contract is up — Fox will insist they do — and that will raise your bill.”
That was part of Fox’s plan to air as many live events as possible and buy more stations. Which brought up Sinclair.
“If the $3.9 billion deal goes through, Sinclair will have to sell off some stations because the Federal Communications Commission (public airwaves) and Justice Department (antitrust) ownership limits. Also, Sinclair and Tribune already own stations in some markets and compete, so the combined company would own multiple stations in one city. … Fox wants to buy some of those stations, Sinclair will be forced to sell, and New Fox will have the money from selling so much to Disney/ABC.”
I did note Philadelphia-based Comcast/NBC had “offered substantially more” for Fox at that point.
“Media watchdog groups have long criticized Sinclair for using shared-services agreements to control stations without owning them, which they see as a loophole around the FCC’s ownership rules.”
“People strongly opposed to the mega-deal argue it would reduce the number of voices in media and diminish coverage of local news.”
“The (New York) Times learned from New Jersey Rep. Frank Pallone and two congressional aides, ‘The top internal watchdog for the F.C.C. opened an investigation into whether Mr. Pai and his aides had improperly pushed for the rule changes and whether they had timed them to benefit Sinclair.'”
A week later, Feb. 28, I pointed out,
“Sinclair owns more Fox affiliates than anyone else, giving it power, and owns more Fox affiliates than stations of any other network. In fact, Variety reports that after the deal, Sinclair will have more Fox affiliates than even 21st Century Fox itself owns! … And Sinclair is proposing it be allowed to keep multiple stations in Harrisburg, Indianapolis, and Greensboro, N.C. — even though FCC rules say a company can’t own two of the top four stations in a local market.”
I posed the question,
“Will the merger bolster local news coverage and be a stronger competitor to internet giants like Facebook and Google — or harm competition?”
“When any number of companies outside the broadcast sector can reach the entire country with the same programming, the national cap becomes a fiction that limits, and applies only to, broadcasters.”
I disagreed, saying,
“Those other companies — cable, satellite and the internet — don’t use our public airwaves and broadcasters do, so the rules should be different.”
Also at that point, the plan was
“for Tribuneâ€™s WPIX-New York (CW) and WGN Chicago (independent) to be sold, but still operated by Sinclair, which wants its stations to be seen all over the country and is how it has operated around the rules for years.
“Really gone will be Tribune’s Fox affiliate KSWB-San Diego. Expected to be gone are Tribune’s Fox affiliates in Seattle (KCPQ), Denver (KDVR, which Fox once owned), Salt Lake City (KSTU, which Fox once owned), Sacramento (KTXL) and Cleveland (WJW, which Fox once owned). Let this show Fox owned but sold three of those five stations, which shows a lack of commitment to those communities.
“Plus, there’s Tribune’s CW Miami-Fort Lauderdale affiliate (WSFL-Channel 39). Imagine the Fox network buying Miami’s WSFL. I’m sure Fox affiliate WSVN’s owner Ed Ansin would have something to say about that. He has more experience than anyone in that situation because NBC did it to him twice: in Miami in 1989 and Boston in 2017.”
The next day, March 1, was one of the most popular posts, possibly because I hadn’t seen it reported at all by South Florida media. The post also had lots of cities, and old logos and promos.
“WSVN without Fox? It’s possible if…” ran through many examples from over the years of networks dumping their affiliates in certain cities because they wanted a station of their own. It was because of “the possibility WSVN-Channel 7 in Miami-Fort Lauderdale may lose its Fox affiliation” if Fox buys the competing CW affiliate, which was one of the stations that was going to be spun off from the Sinclair-Tribune deal. Fox hadn’t owned too many stations compared to other groups.
“The plan (was) that Fox itself will buy several Tribune stations — all Fox affiliates already — but also WSFL-Channel 39, which is South Florida’s CW affiliate.”
Then, I posed two questions,
“What would happen to programming on both stations?” and “Would (Fox) give up WSVN’s good ratings and help from its large news department, just to have a station of its own?”
But in 1989, NBC bought CBS affiliate WTVJ when Ansin wouldn’t sell. CBS bought independent (Fox still just airing on a couple of nights) WCIX with a small news department and signal 30 miles south of all the other stations.
In San Francisco, NBC demanded longtime affiliate KRON for a very low price, when the owners decided to sell. When KRON was sold elsewhere, NBC pulled its affiliation and moved former ABC affiliate KNTV up from San Jose.
In Boston, NBC wanted affiliate WHDH — owned by Ansin — for a very low price. Once again, he refused so NBC dropped WHDH and started a new station using New England Cable News; bumped the Telemundo signal on WNEU-Channel 60 in New Hampshire, which it owned, to a sub-channel, and put NBC on the main channel; bought WBTS-LD (low-powered) Channel 8; and leased a sub-channel of WMFP (virtual channel 60.5) in Lawrence, Mass. Then, after a year, it decided the station should be called NBC 10!
In Raleigh/Durham, NBC dumped its weak affiliate and affiliated with a new station that was owned by a company that owned successful NBC affiliates, but it had to start up a news department from scratch.
In Charlotte, Fox dumped one of its strongest affiliates that had a news department just to affiliate with the former UPN station, and start up a brand new news department, so it could carry Carolina Panthers football games.
You could say viewers in lots of the country got confused and there are no more partnerships, since companies will do whatever it takes to make more money.
Looking ahead, had the Sinclair-Tribune deal gone through, some CW affiliates owned by Tribune probably would’ve lost their affiliations to CBS-owned stations.
And separately, there was the channel 4-channel 6 swap in Miami.
I noted in the Miami market,
“Putting WSFL on the block goes against Sinclair trying to buy up stations in every city around the country — or just make a deal with the owners to operate them, to get around the rules. That’s because neither Sinclair nor Tribune have any other stations in Miami.”
And don’t forget Miami has the Dolphins NFL team.
I ended by showing,
“There are also examples where networks own stations but don’t put their own programs on those stations, because affiliating with competing stations makes more sense.”
But nothing had been decided about Miami.
By March 7, there was finally some ‘definite’ information, or so everyone thought since some details were released.
“announced it would sell several stations to stay under a new cap, but the deals it reached would let it continue to control the New York and Chicago stations it sells, so those big cities won’t count. (Is there ANYBODY who thinks that’s OK?)”
“Sinclair (was supposed to) sell WPIX-New York for a measly $15 million to Cunningham Broadcasting. More than 90 percent of that company’s stock is controlled by trusts owned by the estate of Carolyn Smith, the late wife of Sinclair founder Julian Smith and mother of Sinclair chairman David Smith. So the Smith children own it. Talk about a shell corporation! Cunningham owns 20 stations but at least 14 of them are run by Sinclair!
“And it (was supposed to) sell WGN-TV Chicago for just $60 million to Steven B. Fader, chairman of Baltimore-based Atlantic Capital Group and business partner of David Smith in Atlantic Automotive Corp.
“Those stations are each worth hundreds of millions of dollars, maybe a half-billion.”
â€œSinclair would not only continue to operate the stations and receive the lionâ€™s share of their revenue, but the sale agreement with both buyers gives Sinclair an option to buy the stations back within eight years. Thatâ€™s seen as a marker for the company to bide its time in the hopes that the FCC relaxes its station ownership restrictions in the near future.â€
TVNewsCheck‘s editor Harry Jessell reported he spoke to Ansin who said Fox hasn’t mentioned anything about “moving into the market and no expression of interest in WSVN.”
I mentioned several other cities where the networks got rid of affiliates they didn’t want. Some cases were nicer than others.
On a national level, Disney’s bid beat Comcast’s for Fox in the U.S., but it wasn’t over.
In Europe, Comcast outbid Fox to buy the 61 percent of Sky PLC Fox didn’t already own. Fox is still trying to consolidate ownership of the powerful British pay-TV company in order to turn it around and sell Sky to Disney.
Broadcasting & Cable (reported) eight of the 50 states’ attorneys general came out against the Sinclair–Tribune merger. They told the Federal Communications Commission “it does not have the authority to raise the 39 percent national audience reach cap for TV station groups, that it does have the authority to eliminate the UHF discount“ — the old rule that discounts the number of viewers UHF stations reach by half, because they were weaker and harder to watch years ago before modern technology like cable, computers, etc. — and that it should eliminate the discount.
They — according to B&C — argue
“getting rid of the cap would threaten diversity, competition, and localism, and cites Sinclair Broadcasting, whose Tribune deal would benefit from lifting or eliminating the limit, pointing out that it distributes news stories that must run in its newscasts.”
The attorneys general included the ones from Illinois (home to Tribune) and Maryland (home to Sinclair), who opposed the takeover because
“the combination would decrease consumer choices and diversity in the media marketplace.”
According to The Sun, Sinclair claimed
“the merger would allow the new company to better serve local viewers with expanded local coverage, better facilities and more programming, delivered in part by operational efficiencies.”
Days later, on March 11, I published one of my longest posts.
“Call to action: Help stop Sinclair from taking over Tribune” went into detail about why the deal was bad and showed you how to contact the FCC, your Congressional representative and your senator.
This was when Sinclair started ordering hundreds of its local news anchors around the country to recite a script using President Trumpâ€™s talking points against the rest of the media.
â€œIâ€™m [we are] extremely proud of the quality, balanced journalism that [proper news brand name of local station] produces. But Iâ€™m [we are] concerned about the troubling trend of irresponsible, one sided news stories plaguing our country.
â€œThe sharing of biased and false news has become all too common on social media. More alarming, national media outlets are publishing these same fake stories without checking facts first. Unfortunately, some members of the national media are using their platforms to push their own personal bias and agenda to control â€˜exactly what people thinkâ€™ … This is extremely dangerous to our democracy.
â€œWe understand Truth is neither politically â€˜left or right.â€™ Our commitment to factual reporting is the foundation of our credibility, now more than ever.â€
And youâ€™ll certainly watch it â€“ and the parodies like above â€“ in this post!
Blame it on Scott Livingston, Sinclairâ€™s senior vice president of news, who wroteÂ in a statement to CNN:
â€œPromo messages, like the one you are referring to, are very common in our industry. â€¦ â€œThis promo addresses the troubling trend of false stories onÂ social mediaÂ [Livingstonâ€™s emphasis], and distinguishes our trusted local stations as news destinations where we are committed to honest and accurate reporting. This promo reminds our viewers of this mission.â€
CNN alsoÂ went into great detail about how the promos were supposed to â€œlook and sound.â€
â€œTalent should dress in jewel tones â€” however they should not look political in their dress or attire. â€¦ Avoid total red, blue and purples dresses and suits. Avoid totally red, blue and purple ties, the goal is to look apolitical, neutral, nonpartisan yet professional. Black or charcoal suits for menâ€¦females should wear yellow, gold, magenta, cyan, but avoid red, blue or purple.â€
CNN concludedÂ its description with,
â€œAt the end of the promo, viewers are encouraged to send in feedback â€˜if you believe our coverage is unfairâ€™ and â€˜Corporate will monitor the comments and send replies to your audience on your behalf,â€™ so â€˜In other words, local stations are cut out of the interactions with viewers. Management will handle it instead.â€™â€
I gave my opinion on the whole propaganda problem:
â€œTV stations should be run by their general managers who live in and are part of the community.Â And this is exactly the opposite. â€¦ It shouldnâ€™t matter much whether GMs come from the sales side or the news side, as long as theyâ€™re serving the public interest. There should be hardly any interference from a major corporationâ€™s headquarters.â€
I reminded readers, â€œSinclair ordered all of its ABC stationsÂ not to air April 30, 2004â€™s episode ofÂ NightlineÂ in which Ted Koppel read the names of the more than U.S. troops killed in action in the Iraq war,â€ how Sinclair said theÂ NightlineÂ program
â€œappears to be motivated by a political agenda designed to undermine the efforts of the United States in Iraq. â€¦ Mr. Koppel andÂ NightlineÂ are hiding behind this so-called tribute in an effort to highlight only one aspect of the war effort and in doing so to influence public opinion against the military action in Iraq,â€
and how the companyâ€™s lawyer Faber confirmed his company told its ABC affiliates not to air the program because,
â€œWe find it to be contrary to public interest.â€
Vietnam veteran and prisoner of war,Â Sen. John McCain (R-Arizona) disagreed. He wrote in a letter toÂ David Smith:
â€œYour decision to deny your viewers an opportunity to be reminded of warâ€™s terrible costs, in all their heartbreaking detail, is a gross disservice to the public, and to the men and women of the United States Armed Forces. â€¦ It is, in short, sir, unpatriotic. I hope it meets with the public opprobrium it most certainly deserves.â€
Regardless of politics, whose opinion on â€œpublic interestâ€ would you support, John McCainâ€™s or David Smithâ€™s?
Of course, Sinclair stations not airing the program with the rest of the country got many complaints.
So much for localism!
Speaking of David Smith, I had to mention The Baltimore SunÂ reporting he was arrestedÂ â€œand charged with committing a perverted sex act in a company-owned Mercedesâ€ in August, 1996. It happened â€œin an undercover sting at Read and St. Paul streets, a downtown corner frequented by prostitutes.â€Â Smith and Mary DiPaulo â€œwere charged with committing unnatural and perverted sex act.â€ Police said â€œthey witnessed the two engage in oral sex while Smith drove northâ€ on Baltimoreâ€™sÂ Jones Falls Expressway. Neither Sinclair nor its local flagship station WBFF-45 would comment.Â People in the media have lost jobs over less.
Is this someone who deserves a public broadcast license?
But back to politics. CNN also reported,
â€œAccording to campaign finance records, four of Sinclairâ€™s top executives each have given the maximum campaign contribution of $2,000 to the Bush-Cheney re-election campaign. The executives have not given any donations to the campaign of Sen. John Kerry, the presumptive Democratic nominee, the records showed.â€
Looking back at that same election,Â The Seattle TimesÂ wrote in 2013,
â€œMost notoriously, the company ordered its stations to air a documentary critical of Democratic presidential candidate John Kerry right before the 2004 election. â€¦ After an uproar, the stations ended up airing just a few minutes of the documentary,Â Stolen Honor: Wounds That Never Heal, as well as excerpts from a pro-Kerry documentary and interviews with veterans.â€
The article continued,
â€œIn 2010, several Sinclair stations aired an infomercial about President Obama intended to sway voters in midterm elections. The 25-minute piece, funded by a Republican political-action group, said Obama â€œdisplays tendencies some would call socialistâ€ and claimed the president had accepted campaign donations from Middle Eastern terrorist organizations.
â€œIn 2012, on the Monday before the election, viewers in some swing states found their nightly news or other programs replaced on Sinclair channels by an â€˜election specialâ€™ produced by Sinclair that was biased against Democrats.â€
Therefore, I wrote,
â€œIt appears Sinclairâ€™s owners are far right-wingers using their assets (and our airwaves) to get what they want politically. Thatâ€™s not the public interest.â€
Neither is SinclairÂ being the king of the â€œmust-runs,â€ whichÂ The New York TimesÂ reported in May arrive every day at its TV stations. The paper defined them as
â€œshort video segments that are centrally produced by the company. Station managers around the country are directed to work them into the broadcast over a period of 24 or 48 hours.â€
Again, so much for local control over content!Â The TimesÂ gave these examples:
â€œSince November 2015, Sinclair has ordered its stations to run a daily segment from aÂ â€˜Terrorism Alert Deskâ€™Â with updates on terrorism-related news around the world. During the election campaign last year, it sent out a package that suggested in part that voters should not support Hillary Clinton because the Democratic PartyÂ was historically pro-slavery. More recently, Sinclair asked stations to run a short segment in which Scott Livingston, the companyâ€™s vice president for news,Â accused the national news mediaÂ of publishing â€˜fake news stories.â€™â€
And it described a Seattle station the company bought less than five years earlier,
â€œEight current and former KOMO employees described a newsroom where some have chafed at Sinclairâ€™s programming directives, especially the must-runs, which they view as too politically tilted and occasionally of poor quality. They also cited features like a daily poll, which they believe sometimes asks leading questions.
â€œThe journalists at KOMO described small acts of rebellion, like airing the segments at times of low viewership or immediately before or after commercial breaks so they blend in with paid spots. They all spoke on condition of anonymity, citing fear of reprisal from the company.
â€œThose interviewed said that being on the other side of the country from the corporate headquarters outside Baltimore gave them some breathing room. But not always.
â€œIn late 2013, for instance, afterÂ The Seattle Times wrote an editorial criticizing Sinclairâ€™s purchase of KOMO, Sinclair ordered KOMO to do a story critical of the newspaper industry, and ofÂ The Seattle Times in particular, according to two of the people interviewed.
â€œKOMO journalists were surprised in January when, at a morning planning meeting, they received what they considered an unusual request. The stationâ€™s news director, who normally avoided overtly political stories, instructed his staff to look into an online ad that seemed to beÂ recruiting paid protestersÂ for President Trumpâ€™s inauguration. Right-leaning media organizations had seized on the ad, which was later revealed as a hoax, as proof of coordinated efforts by the left to subvert Mr. Trump.
â€œOnly after reporters had left the room did they learn the origin of the assignment, two of them said: The order had come down from Sinclair.â€
Livingston, the companyâ€™s vice president for news, toldÂ The Times,
â€œWe work very hard to be objective and fair and be in the middle. â€¦ I think maybe some other news organizations may be to the left of center, and we work very hard to be in the center.â€
I interpreted that to mean Sinclair works very hard to be to the right of other news organizations.
At least the Seattle station, an ABC affiliate, carries news.
Sinclair owns a Fox affiliate in Pittsburgh, WPGH-Channel 53. It used to produce its own newscast but no longer does. Instead, it runs a newscast produced by a competitor. Thatâ€™s one less local television voice.
Sinclair pretty much closed up shop in Toledo, Ohio. Its NBC affiliate there has a few people left in news but production is done out of its CBS/Fox stations in South Bend, Indiana. That includes its anchors and weather people. Who knows if theyâ€™ve ever been to Toledo, know anything about it, its history, whatâ€™s popular there, etc.? The weather person is supposed to know the nuances and micro-climates of that area. Sinclair has shown none of that matters.
Sinclair had its former Vice President for Corporate Relations Mark Hyman give â€œmust airâ€ right-wing commentaries for years and then hired former Trump campaign spokesmanÂ and advisor Boris Epshteyn as its chief political analyst, a month after he left the White House.
Sinclair does not offer commentaries from the other side, but tells you the news programming their network-affiliated stations air is left-wing liberalism.
Plus, donâ€™t forget President Trumpâ€™s son-in-law and advisor Jared Kushner said Sinclair executives worked with the campaign to spread pro-Trump messages in Sinclair newscasts.
And, concerning the FCC chairman,
â€œAÂ New York TimesÂ investigationÂ published in August found thatÂ Mr. Pai and his staff members had met and corresponded with Sinclair executives several times. One meeting, with Sinclairâ€™s executive chairman, took place days before Mr. Pai, who was appointed by President Trump, took over as F.C.C. chairman.
â€œSinclairâ€™s top lobbyist, a former F.C.C. official, also communicated frequently with former agency colleagues and pushed for the relaxation of media ownership rules. And language the lobbyist used about loosening rules has tracked closely to analysis and language used by Mr. Pai in speeches favoring such changes.â€
Then I scrutinized prices for Tribune stations Sinclair was buying versus past station sales and wrote,
â€œI think the FCC should insist Sinclair itemize every TV station it plans to buy from Tribune, tell everyone how much it values each and how it adds up to $3.9 billion.â€
I think most journalists try to be fair and leave their own opinions at home because they tend to be good people who try to do the right thing, unlike a lot of the corporations that only look out for shareholders and in Sinclairâ€™s case, the ownersâ€™ political views. That has caused veteran journalists at stations being bought by Sinclair leaving for the competition, stations in other cities, or just retiring so they could keep the benefits theyâ€™ve earned at the other company.
Back on March 23, we thought weâ€™d learned the fates of seven more TV stations that wouldâ€™ve had to be divested.
They were to go to political commentator, entrepreneur, author of a nationally syndicated conservative newspaper column, and host of the daily radio show and the nationally syndicated TV program,Â The Armstrong Williams Show. Williams is also the largest African-American owner of television stations in the U.S.
Wikipedia described him as,
â€œprincipal in Howard Stirk Holdings,Â a media companyÂ affiliated withÂ Sinclair BroadcastingÂ that has made numerous television station purchases.â€
Williams had been in business with Sinclair â€“ a corporation with overtly and pushy conservative leanings â€“ before, but this time looked different.
The backstory is that Williams helped Sinclair buy Barrington Broadcasting. He got NBC affiliateÂ WEYI-TVÂ inÂ Flint-Saginaw-Bay City, Mich., andÂ CWÂ affiliateÂ WWMBÂ inÂ Myrtle Beach-Florence, S.C., BUT according to Wikipedia,
â€œBoth stations remain operated by Sinclair under aÂ local marketing agreement, which resulted in allegations that the company was simply acting as a â€˜sidecarâ€™ of Sinclair to skirt FCC ownership rules. Williams defended the allegations, noting that he had full control over their programming, and received the majority of their revenue.â€
He did buy five other stations, three from Sinclair.
No price was announced in this deal.
Funny thing is, according to White House Press Secretary Sarah Sanders, President Trump attacked AT&Tâ€™s $85.4 billion bid for Time Warner. However, he even spoke to Fox owner Rupert Murdoch in December and congratulated him on his Disney deal!
Maybe thatâ€™s because Fox owns Fox News Channel, which Trump likes, and Time-Warner owns CNN, which the president does not like.
Donâ€™t forget Comcast had originally even offered more than Disney for all those Fox assets but was rejected! That may have been a good thing, since a federal judge let AT&T get Time Warner but the government is appealing. A Fox-Comcast deal wouldâ€™ve been similar, with a content creator and a content provider.
Then I went over the FCCâ€™s broadcast ownership limits and the reason a combined Sinclair-Tribune could not have simply kept the two highest-rated stations in a big city, or more than one in a smaller city.
Days later, on March 26, I mentioned the Sinclair Divestiture Trust. Itâ€™s a flexible list of stations in
â€œa series of Form 314 filings have been made with the FCC indicating the divestiture of up to 23 broadcast television properties by Sinclair.â€
The stations â€“ from both Sinclair and Tribune â€“ were put in the trust â€œfor the purpose of removing them from the licenseeâ€ â€“ in other words, to be sold off.
According toÂ RBR+TVBR, Sinclair noted stations were placed in the divestiture trust
â€œin order to retain flexibility, based on the outcome of Sinclairâ€™s request to own two top-four stations in this market, to determine which station, if any, will be placed in theÂ Trust.â€
Thatâ€™s because FCC rules would not have let the proposed controversial combination simply decide to hold onto the two highest-rated stations in a city.
I really wrote a lot because on March 30, I discussed how unionizing couldâ€™ve helped those news anchors at Sinclair-run stations who didnâ€™t want to look into a camera and read that corporate promotional nonsense during newscasts. I think a union wouldâ€™ve helped the journalists keep the business people in their place, which is out of the newsroom.
TheÂ Seattle Post-IntelligencerÂ â€” which properly discloses â€œKOMO News and SeattlePI have a content-sharing agreementâ€ â€”Â called that script
â€œthe next step in the companyâ€™s plan to undermine non-Sinclair outlets.â€
â€œThe claim of balanced reporting is undermined by must-run segments like the one about the â€˜Deep Stateâ€™ that ran during KOMOâ€™s 6pm newscast last week. In the March 21 segment, former Trump adviser Sebastian Gorka parroted a Trump talking point regarding the existence of a â€˜Deep Stateâ€™ attempting to undermine the U.S. government.
â€œThat segment was produced by Sinclairâ€™s Kristine Frazao, who before coming to Sinclair was a reporter and anchor for the Russian-government funded news network RT, described as â€˜the Kremlinâ€™s propaganda outletâ€™ by the Columbia Journalism Review.
â€œSinclair also requires stations to run segments from Boris Epshteyn, a Russian-born former Trump adviser who now serves as Sinclairâ€™s chief political analyst. Epshteyn recently produced stories with titles like, â€˜Pres. Trump deserves cabinet and staff who support his agenda, yield successesâ€™ and â€˜Cable news channels are giving way too much coverage to Stormy Daniels.â€™â€
In January,Â Sinclair had some nerve when it â€œasked employees to donate to its political action committeeÂ meant to sway lawmakers.â€Â FTV Liveâ€™s Scott Jones leaked the documentÂ that called the Sinclair Political Action Committee, â€œour fund that supports candidates for Congress who can influence the future of broadcastingâ€ â€” in their interest, of course!
This all made me wonder when itâ€™s time to jump ship, likeÂ WMAQâ€™s Carol Marin did in Chicago in 1997Â when Jerry Springer started giving commentaries on her newscast.Â The New York TimesÂ called her â€œone of that cityâ€™s most popular and respected television news anchors.â€ Her co-anchor also quit.
I ended with New York magazineÂ publishing a piece titled â€œLocal news is turning into Trump TV, even though viewers donâ€™t want itâ€ describing â€” without repeating whatâ€™s above â€” how
â€œTrumpâ€™s handpicked FCC chair, Ajit Pai, spent much of last year dismantling regulatory obstacles to media consolidation â€”Â including two rulesÂ that stood in the way of Sinclairâ€™s desired merger with Tribune Media.â€
Then it presumed â€œSinclair has repaid this favor with interestâ€ and asked â€œWhy has Sinclairâ€™s programming become more right-wing, even as it has expanded into more left-leaning media markets?â€
On April 4, my post â€œMy urge: Follow your conscience, despite theÂ costâ€ discussed how local TV news anchors around the country have been reading those nonsense marketing scripts the rulers of Sinclair Broadcast Group demanded.
According to Bloomberg, the day before, the statementÂ takes â€œaim at the integrity of other U.S. media outlets.â€
That left many â€“ myself included â€“ wondering why some of the companyâ€™s journalists with credibility didnâ€™t just quit doing what theyâ€™re told, despite the fact they hate everything about it, personally and professionally? Wouldnâ€™t you have more respect for someone who uses their conscience and just says no, regardless of the consequences?
â€œThe shortÂ answer is the cost may be too steep.Â According to copies of two employment contracts reviewed byÂ Bloomberg, some Sinclair employees were subject to a liquidated damages clause for leaving before the term of their agreement was up: one that requires they pay as much as 40 percent of their annual compensation to the company.â€
Can you imagine?
And that right to enforce the liquidated damages clause isnâ€™t just a scare tactic. I gave an example and later learned, a Sinclair assistant news director who left for a job in another city less than two months before her contract ended had to pay too much to leave.
With Sinclair, some employees who never appeared on television were still required to sign such contracts.
Want to fight? Then thereâ€™s forced arbitration which means no sympathetic jury for the employee.
No reasonable person can feel anything but resentment if they know how the company operates.
But donâ€™t forget journalists are natural storytellers.
MediaiteÂ reported in Portland, Ore.,Â the general manager issued an internal memo instructing his staff not to answer questionsÂ from anyone contacting them! FTVLiveâ€™s Scott Jones got a copy of the memo, which said most callers â€œlikely havenâ€™t actually watched and donâ€™t have full context on (sic) due to social media, etc. I will also remind you that giving statements to the media or sharing negative information about the company can have huge implications.â€Â Click here to see it.
Despite what you read, President Trump tweeted twice heâ€™s a fan of Sinclair.
But KOMO-SeattleÂ anchor Mary Nam â€“ remember, a Sinclair stationÂ â€“ took issue with the president and had the guts to call him outÂ for calling watching â€œFake News Networksâ€ funny.
Another Sinclair station, WMSN in Madison, Wisc., was dealing with record snowfall (even for them!) and an important state Supreme Court election. Sounds a lot more local, important and even life-saving than the bullshit Sinclair demanded.
And thanks again to FTV Liveâ€™s Scott JonesÂ who found this gem from WGN-TV executive producer Jeff Hoover.
In Rochester,Â Norma HollandÂ of WHAM-13â€™sÂ Good Day RochesterÂ wrote about her dilemma on Facebook:
The Huffington PostÂ reported,
â€œSome employeesÂ have spoken outÂ about their frustration at having to parrot the conservative politics of their employer,â€ but also, â€œOthers say theyâ€™d like to do more, but theyâ€™re wary due to what they say is Sinclairâ€™s policy and practice of closely monitoring its employees.â€
Also, â€œThereâ€™s a lot held over us,â€ a journalist at a Sinclair affiliate toldÂ HuffPostÂ on the condition of anonymity. â€œThey pay attention to what websites weâ€™re on.â€
â€œSinclair employees say their parent company often pays especially close attention to its affiliatesâ€™ editorial activities, meddling in how they present their stories and graphics, and sometimes going so far as to delete offensive comments on an affiliateâ€™s online articles before that stationâ€™s own web editors have a chance to do so.â€
So a huge THANK YOU to everyone who has done their part to fight for whatâ€™s right. I hope they all still have their jobs, or moved on to something better. Unfortunately, I donâ€™t think that was the case in Portland, Ore.
On April 10, I showed you Sinclair is having an effect on trust in local news.
Local news organizations remained the most trusted source of information inÂ PewÂ Research Centerâ€™s polling on trust in mediaÂ â€“ even thoughÂ in January, aÂ Pew Research Center reportÂ announced fewer Americans regularly rely on TV news, down to 50 percent of U.S. adults, from 57 percent a year prior.
Then,Â The Poynter InstituteÂ saysÂ Emory University researchersÂ found
â€œmany TV local news stations are focusing more on national politics and have taken a rightward slant over the past year. And that move is stemming from ownership of the stations, not the demands of a local audience.â€
â€œThe study comes just as many are raising concerns about aÂ coordinated effortÂ by one major owner of TV stations thatÂ forces its anchors to record a segmentÂ about â€˜the troubling trend of irresponsible, one-sided news stories plaguing our country.â€™â€
The researchersÂ examined 7.5 million transcript segments from 743 local news stations andÂ saw huge differencesÂ between other stations, and outlets owned by Sinclair.
â€œThe authors found Sinclair stations, on average, carried about a third less local politics coverage and a quarter more national politics â€¦ (including) commentaries the stations are forced to run byÂ former Trump official Boris Epshteyn.â€
Again, how can they claim theyâ€™re good for localism?!
On April 11, I wrote about FCC Chairman Ajit Pai speaking at a Las Vegas meeting, the day before.
TVNewsCheckâ€™s Harry A. JessellÂ reported him saying his approach to broadcast regulations was,
â€œYou either believe in scrapping outdated regulations or you donâ€™t. We do.â€
Under the former Verizon lawyerâ€™s leadership, eight rules were eliminated with more to come. (Of course, we know theÂ UHF discount is back, putting Pai under investigation by the FCC inspector general.)
As for whatâ€™s next, according to Pai, â€œIn particular, Commissioner [Michael] Oâ€™Rielly is now leading an effort to update our childrenâ€™s television rules so that they better reflect the way that kids watch video these days, and I look forward to getting his recommendations.â€
Jessell said Oâ€™Rielly got
â€œa call from an Ohio broadcaster who said his plans for a Saturday morning news program were â€˜derailedâ€™ by the need to make way for childrenâ€™s programming.â€
I donâ€™t know which station but will go to go out on a limb and say the news program would be much cheaper using a set already in the studio and an announcer already on staff. And where was the required childrenâ€™s programming anyway? Thatâ€™s just my two cents.
Also from Jessell:
â€œPai also patted himself on the back for helping broadcasters secure an additional $1 billion from Congress to insure that they will be fully reimbursed for moving to new channels in the wake of the FCC incentive auction.â€
So much for helping the poor and the children!Â Ainâ€™t government great?!
On May 4, I published the massive â€œMedia mega-merger may be moving closer, impactingÂ Miamiâ€ because we learned the biggest news for a local TV market if Sinclair and Tribune wouldâ€™ve merged wouldâ€™ve been Miami/Fort Lauderdale (of course!).
A week earlier,Â TVNewsCheckâ€˜s Harry Jessell noted,
â€œFor nearly a year, Sinclair has been screwing around, working every angleÂ in its grim determination to hang on to every Tribune station it could in the face of FCC ownership caps and Justice Department antitrust limits.â€
But the deal announced in May, 2017, still hadnâ€™t happened.
Government approval would have to come from the Justice Department for antitrust worries, andÂ the FCC to approve ownership limits.
A number of stations would have to be sold andÂ I’d already explained TV ownership limits, withÂ four rules in play: 1. national TV ownership, 2. local TV multiple ownership, 3. the number of independently owned â€œmedia voicesâ€ â€“ 4. and at least one of the stations is not ranked among the top four stations in the DMA (that’s the â€œdesignated market areaâ€ or city, and ranking based on audience share), and at least eight independently owned TV stations would remain in the market after the proposed combination.
On April 24, The Wall Street JournalÂ reported SinclairÂ said it’ll spin off 23 stations in 18 markets â€“ some owned by Sinclair and others by Tribune.
Also on April 24,Â DeadlineÂ magazine reported, â€œSinclair expects the transactionsÂ for the station sales to close the same day the Tribune deal is approved, and now estimates it all will be wrapped up by June.â€ Obviously that didn’t happen.
These are the stations owned by Sinclair that would be divested if the merger goes throughâ€¦
and these are the stations owned by Tribune.
So we learned who would get the stations, but it’s more complicated than the charts show.
The official licensee could have a different name but we know we’re dealing with stations owned by Sinclair and Tribune.
More importantly and suspiciously is the last column, called Buyer. That’s because Sinclair has been the king ofÂ using shell companies to get around ownership rules. TheseÂ corporations are either owned by the Smith family that owns Sinclair, orÂ others that let Sinclair program them through local marketing agreements. Sinclair doesnâ€™t technically own all those stations, but operates them as if they do.
Cunningham Broadcasting CorporationÂ is the most controversial.Â It calls itself
â€œan independent television broadcast company that, together with its subsidiaries, owns and/or operatesÂ 20 television stationsÂ in 18 markets across the United States.â€
Notice â€œowns and/or operates.â€
As for independent,Â ForbesÂ magazine (not a liberal publication) put out an articleÂ called â€œMeet the Billionaire Clan Behind the Media Outlet Liberals Love To Hateâ€ and it described Sinclairâ€™s owners and their ties to Cunningham.
â€œThe Smith family, which includes brothers David, Robert, Frederick, J. Duncan and a flurry of family trusts, is worth a combined $1.2 billion,Â Forbes estimates, based on the family members’ ownership of stock in publicly traded Sinclair Broadcasting, share sales over the past 15 years, dividends and some private assets,â€ it read.
â€œRevenues have increased 281% over the last decade to $2.7 billion in 2017, while Sinclair’s share price has increased 367% over the same period, pushing its market capitalization up to a recent $3 billion. All of this growth has occurred under the control and oversight of David Smith, 67, the chairman and former CEO of the company, as well as the son of the company’s founder Julian Sinclair Smith,â€ it continued.
Jessell ofÂ TVNewsCheckÂ reported, â€œIts financialsÂ are consolidated with Sinclair’s in its SEC filings and earnings reports.â€
ForbesÂ quoted Daniel Kurnos, an analyst at Benchmark Capital, as saying, â€œSinclair plays some of the hardest ball of anyone,â€ from acquiring stations to negotiating advertisement pricing and retransmission fees, which are some of the highest in the business.
Under David Smith, who wouldn’t comment for the article, Sinclair went from three cities â€“ Baltimore, Pittsburgh and Columbus â€“ to what it is now.
â€œTo â€˜purely make moneyâ€™ in a scale-oriented business, David bought up as many broadcast stations as possible. First he concentrated on secondary markets, like Memphis, St. Louis and San Antonio, where operation costs were cheaper than in places like New York or Chicago.
â€œI believed that certain things were going to happen in the television industry, the most important being consolidation,â€ David toldÂ ForbesÂ in 1996.
So much for public service!
Then came the controversial Cunningham, arguably rigging the system.
â€œIn the 1990s, the company pioneered a technique to circumvent an FCC rule limiting ownership of more than one TV station per metro area. David’s mother, Carolyn Smith, started another business, Cunningham Broadcasting.Â Following Carolyn’s death in 2012, most of the ownership of Cunningham Broadcasting shifted to a family trust, which is included in the overall Smith family valuation.â€
So Cunningham really isn’t independent, as its website claims!
Known as â€œGlencairn, Ltd. prior to 2002,â€Â it got into some trouble back in 1998.Â In July of that year,Â Broadcasting & CableÂ magazine reported,
PUSH pushing FCC over Sinclair/Glencairn
â€œThe Rainbow/PUSH Coalition is raising questions at the FCC about whether Sinclair Broadcasting is exercising control over a minority-headed TV group with which it has struck a series of local marketing agreements (LMAs).
â€œIn a July 1 filing at the FCC, Rainbow/PUSH said it plans to study whether the LMA deal between Sinclair’s KABB(TV) San Antonio and Glencairnâ€™s KRRT(TV) Kerrville, Tex., violates the commission’s prohibition against common ownership of two local stations. (The rules were more strict then.)
â€œâ€˜Rainbow/PUSH has not had an opportunity to fully research this matter, and thus preserves here the question of whether Glencaim is the alter ego of Sinclair,â€™ the group told the FCC.â€
More than three years later,Â in Dec., 2001,Â Broadcasting & CableÂ was finally able to report the decision.
FCC fines Sinclair for Glencairn control
â€œSinclair Broadcasting exercised illegal control of business partner Glencairn Ltd., the FCC found Monday after three years of investigating the companies’ relationship.
â€œEach company was fined $40,000 but escaped tougher sanction sought by civil rights groups-a government rejection of Sinclair’s request to buy 14 stations from Sullivan Broadcasting.
â€œThe commission’s three Republicans judged that the companies were liable for misinterpreting FCC policies, but found they did not intentionally mislead the agency about compliance.
â€œDemocratic Commissioner Michael Copps wanted the FCC to pursue a tougher sanction and voted to designate the station sales for hearing in front of an administrative law judge.
â€œSinclair has repeatedly â€˜stretched the limitsâ€™ of FCC ownership rules, he said.â€
Back to theÂ ForbesÂ article,Â last year, Cunningham paid Sinclair more than $120 millionÂ for running its stations. Also, Cunningham admitsÂ its treasurer and chief financial officer, Lisa Asher, worked as Sinclairâ€™s assistant controllerÂ before moving over in 2002.
So we know Cunningham, set to buy Tribune stations in Dallas and Houston, appears to be a shell company, and we can make bets who will operate and control it if the Sinclair-Tribune deal ever comes to fruition.
But there’s a lot more evidence.
Cunningham isÂ headquartered near Sinclair in Maryland, which is very convenient since
â€œCunningham Broadcasting owns the FCC broadcast licenses and operates through various management agreements with Sinclair Broadcast Group, Inc. WNUV-TV in Baltimore, Maryland; WTTE-TV in Columbus, Ohio; WMYA-TV in Anderson, South Carolina; WRGT-TV in Dayton, Ohio; WVAH-TV in Charleston, West Virginia; WDBB-TV in Bessemer, Alabama; WBSF-TV in Flint, Michigan; WGTU-TV in Traverse City, Michigan; KBVU-TV in Eureka, California; KCVU-TV in Chico-Redding, California; WEMT-TV in Greeneville, Tennessee; WPFO-TV in Portland, Maine; WYDO-TV in Greenville, North Carolina; and KRNV-TV & KENV-TV in Reno, Nevada.â€
Looking at its list of stationsÂ â€”Â something theÂ Fox Television Stations Group never posted on its own website 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€” I showed you Sinclair boughtÂ Bonten Media GroupÂ but Cunningham bought the stations Bonten operated. Notice those stationsÂ listed on the websiteÂ have no websites of their own.
Another dead giveaway is that Cunningham is based at 2000 W. 41st Street, Baltimore MD 21211 and coincidentally, Sinclair flagshipÂ WBFF-45Â (Fox affiliate) has the same address!
But not just WBFF.
So isÂ WNUV-54Â (CW affiliate),Â which says itâ€™s
â€œowned and operated by Cunningham Broadcasting CorporationÂ and receives certain services from an affiliation of Sinclair Broadcast Group.â€
â€œa SBG Television affiliate owned and operated by Deerfield Media, IncÂ and receives certain services from an affiliation of Sinclair Broadcast Group.â€
Deerfield, with apparently no website of its ownÂ (so see Wikipedia’s take), is another of the shell companies, formed in 2012 but not involved in the proposed Tribune transaction.
How’d that happen?
In Nov., 2012,Â TVNewsCheckÂ reported,
â€œFor years (before 2012), Fox Television Stations’ WUTB Baltimore gave Fox considerable leverage in its sometime contentious affiliation negotiations with Sinclair Broadcast Group.
â€œIf Sinclair ever got out of line, Fox could threaten to yank its affiliation from Sinclair’s flagship station WBFF Baltimore and move it to WUTB.
â€œBut last May, Fox relinquished that leverageÂ when it extended its affiliation with WBFF and 18 other Sinclair stations for five years starting Jan. 1, 2013, and granted Sinclair an option to buy WUTB.
â€œSinclair is now exercising that option by assigning it to a third party, Deerfield LLC.
â€œAccording to an FCC filing seeking approval of the deal, Deerfield is buying WUTB and allowing Sinclair to run the MNT affiliate through joint sales and shared services agreements.
â€œThe deal gives Sinclair a virtual triopoly in Baltimore where it also operates CW affiliate WNUV, which is owned by Cunningham Broadcasting, Sinclair’s longtime duopoly partner that is controlled by trusts for the children of Sinclair’s controlling shareholders.â€
But Sinclair and Deerfield were already in cahoots.
Months earlier, in July, 2012,Â MarketWatchÂ reported Sinclair intended
“to buy six television stations from Newport Television LLC for $412.5 million and agreed to buy Bay Television Inc. for $40 million. … Sinclair also agreed to sell the license assets of its San Antonio station KMYS and its WSTR station in Cincinnati to Deerfield Media Inc. Sinclair will also assign Deerfield the right to buy the license assets of WPMI and WJTC in the Mobile/Pensacola market, after which Sinclair will provide sales and other non-programming services to each of these four stations under shared services and joint sales agreements.”
“Sinclair Broadcast is getting six stations in five markets for $412.5 million:
— Cincinnati (DMA 35) — WKRC (CBS)
— San Antonio, Texas (DMA 36) — WOAI (NBC)
— Harrisburg-Lancaster (DMA 41) — WHP (CBS)
— Mobile, Ala.-Pensacola, Fla. (DMA 60) — WPMI (NBC) and WJTC (Ind.)
— Wichita, Kan. (DMA 67) — KSAS (Fox)
“Sinclair is also acquiring Newport’s rights to operate third-party duopoly stations in Harrisburg, Pa. (CW affiliate WLYH), and Wichita, Kan. (MNT affiliate KMTW). Those rights include options to buy the stations. …
“While Sinclair was buying, it was also selling.
“It said it would spin off its CW affiliate in San Antonio (KMYS) and its MNT affiliate in Cincinnati (WSTR) to Deerfield Media Inc., presumably to comply with the FCC ownership limits. In the deal, Deerfield also picks up an option to buy two of the stations it is acquiring from Newport, WPMI-WJTC Mobile, Ala.-Pensacola, Fla.
“Sinclair said it intends to ‘provide sales and other non-programming services to each of these four stations pursuant to shared services and joint sales agreements.’
“In yet another deal, Sinclair said it is buying WTTA Tampa-St. Petersburg from Bay Television Inc. for $40 million. Since 1998, Sinclair has operated WTTA pursuant to a local marketing agreement.”
And that was the start of the Deerfield connection!
Even more telling is that Deerfield’s WUTV moved from Channel 24 (24.1) to 45.2, which is a subchannel of Sinclair’s WBFF! The website doesn’t tell why. It just explains to viewers watching over the air with an antenna how to rescan, but the reason is really the FCC’s recent spectrum auction.
With three stations realistically (unless you prefer names over control), Sinclair was in a great position to sell off some spectrum space and make even more money. This website shows Channel 24 will go off the air and the owner (or operator?) will get $122,912,964 for its spectrum.
So for those of you in Baltimore, do you need to reach the newsroom, are you looking for a job (Would they hire me for my investigative work?), or interested in inspecting the FCC public file of any of the three stations? All the information is the same, from address to phone numbers, and we already established three stations in one city are not allowed!
Why was the FCC the last to find out? Or did it know and ignore the facts for political reasons?
To the next perspective buyerâ€¦
HSH stands forÂ Howard Stirk Holdings, and is owned by Armstrong Williams. That’s now mostly true.
In a Broadcasting & CableÂ article on the news section of HSH’s website dated July, 2013, Williams mentions suing the FCC because it
“adopted a new rule restricting joint sales agreements (JSAs) between television broadcasters in the same market.”
â€œIt effectively slams the door shut on an important gateway to enhancing localism, viewpoint diversity, and opportunities in broadcast television ownership by minorities and underrepresented groups.â€
But thereâ€™s more.
â€œArmstrong WilliamsÂ talked about the impact of a March 31, 2014,Â Federal Communications CommissionÂ (FCC) ruling that television station owners cannot control more than one station in the same local market via the use of joint sales agreements and shared services agreements, often known as â€œsidecarâ€ deals. Mr. Armstrong,Â who owns two TV stations through a sidecar agreement with Sinclair Broadcasting, argued that the ruling could cause minority owners, and small station owners more generally, to be forced out of existence.â€
That’s fromÂ a C-SPAN article on the news section of HSHâ€™s websiteÂ dated April, 2014, where you can watch the whole interview.
A Washington Times article from a few weeks earlier, on the same News page as the others on HSH’s website, said,
â€œTheÂ FCC, backed by the Obama administration Justice Department, argues that broadcasters have used the shared-service, or â€œsidecar,â€ arrangements to circumvent long-standing rules against owning multiple television stations in a single market, allowing them to raise ad prices and weaken market competition.â€
It seemed every articleÂ in HSH’s News sectionÂ mentioned Sinclair or those joint sales agreements designed to get by without abiding by the FCC’s ownership rules!
In other words, he was a great partner for Sinclair since he’s a minority (but without the views of most other minorities) and they’re both making money by using each other!
But I found it eventually gets somewhat better.
Wikipedia said Williams helped Sinclair buy Barrington Broadcasting in late 2013, so he got stations in Flint, MI, and Myrtle Beach, SC, but they remain operated by Sinclair.Â They’re actually his only stations run by SinclairÂ and remember, at the time, his company was accused of â€œacting as a â€˜sidecarâ€™ of Sinclair to skirt FCC ownership rules.â€
But that was then.
A year later, he actually,Â reallyÂ bought three stations from Sinclair: one in Charleston and two in Alabama. So they’ve been in business several times, and it may not be over.
That means as of now, Howard Stirk Holdings owns seven stations. Two are in the same Anniston-Tuscaloosa-Birmingham, Ala., market, and Williams’ first two are still run by Sinclair. Now, after other purchases, he’s expecting to buy three more if the Sinclair-Tribune merger happens.
Then there’s Standard Media Group. I hadn’t heard of them either. Its website says Standard General was founded in 2007 and is pretty much an investment adviser, but getting into the broadcasting business. I was skeptical since investment firms are more likely to sell than others with broadcasting in their blood, especially ones who invest in their communities.
However, I learned it’s owned by Soohyung Kim, who started Standard Media to buy nine of the 23 stations. He was a hedge fund manager involved with Media General, Young Broadcasting and LIN before Media General bought them, and Nexstar bought Media General. He owns no TV stations now, and he’s bringing his winning team from years ago with him.
Standard said if the deal goes through, it’ll fulfill its “goal of swiftly building a substantial broadcast television group with a strong and diverse voice” that includes four state capitals.
TVSpyÂ noted in St. Louis, where Sinclair owns a station and Tribune owns two, Meredith Corp. â€œsigned a deal to acquire KPLR (CW)Â from Tribune for $65 million, pairing it with KMOV (CBS) which Meredith has owned since 2013.â€ But that may not happen, even if there is a merger. The Justice Department denied the company the immediate right to create the duopoly.
Sinclair already owns KDNL (ABC) and would also own Tribune’s KTVI (FOX).Â Great for owners’ synergies. Bad for the number of independent voices in such a big city. Which do you care more about?
We mentioned New York and Chicago, and those plans have changed.
PoliticoÂ reported on a potential Sinclair news channel, even though Sinclair execs gave denied it. The channel may be just a few hours in the evening to challenge Fox News for conservative viewers. Fox News is carried in more than 90 million homes, compared to 80 million for WGN America which Sinclair would ownÂ ifÂ regulators approve,Â and 55 million for the Tennis Channel which Sinclair already owns. It would be based in Washington, DC, where the company already owns local station WJLA-7 and produces some of its national content.
Fox wasn’t on the list of buyers while negotiations were taking place.
Jessell ofÂ TVNewsCheckÂ was more direct, sayingÂ all Sinclair
â€œhas to do now is wrap up its negotiations with Fox. I don’t know what’s delaying that deal, except that neither Fox nor Sinclair is famous for making concessions. Once Sinclair does that, it can finalize its application and the FCC can complete it long-stalled review.â€
That’s where I wrote,
â€œThose greedy bastards are going to end up screwing everything up for themselves (which I’d love to see happen), and you’ve only read about half of the plans, so far!â€
Fox wanted stations in football cities so badly, it got its hands on Cox’s KTVU in San Francisco (with an NFC team, the 49ers, and the AFC Oakland Raiders across the bay will now be moving to Las Vegas in 2020) and gave Cox its own stations in Boston (the New England Patriots are AFC) and Memphis (no NFL team).
Football teams have moved, but the cities Fox wants are Seattle (especially because it’s NFC), and Cleveland, Denver and Miami (because they have AFC teams). San Diego and St. Louis no longer have teams, so Fox isn’t interested in Tribune’s Fox affiliates in those cities.
Seattle, Cleveland and Denver should be easy. The stations are already Fox affiliates so prime-time programming and the amount of news shouldn’t change. And Fox has leverage because it can threaten to take away its affiliation from those stations, lowering their value, if they’re sold to another company.
Miami is a different story. Fox has a very good affiliate, WSVN-7, owned by Ed Ansin’s Sunbeam Television. The ratings are great, the Miami Dolphins play there, and as an AFC team, they show up on Fox on a few Sundays and may also now be seen on Fox on Thursdays.
But the station that’s available is Tribune’s WSFL-39, a CW affiliate without a news department despite a few morning attempts. Should Fox dump WSVN and start from scratch with WSFL? Would it be worth the effort?
In another article, Jessell analyzed the ownership numbers in this case, and you try to figure out what’s true.
He led by saying,
“Sinclair is telling the FCC that its coverage after spinoffs from its merger with Tribune will be just 58.7%. But that’s for regulatory purposes. (In other words, with the revived UHF discount that only counts channels 14 and up as half the audience of the market.) In the real world, where it matters, Sinclair’s national reach will be 66.3% — a full two-thirds of TV homes.”
But he said Sinclair is telling the FCC
“the coverage of the group will be just 58.7% and, with the UHF discount, below the statutory 39% cap. But those percentages are for regulatory consumption, not the real world.”
So there’s a 7.6-point disparity, the difference between 58.7% and 66.3%. How’d that happen? And don’t forget about the part,
“with the UHF discount, below the statutory 39% cap.”
Jessell explained Sinclair
“is claiming 58% because it is not counting stations in three big markets ― WGN Chicago, KDAF Dallas, KIAH Houston ― that it is spinning off to closely affiliated companies. Without those markets and the discount in effect, Sinclair’s reach will be just 37.39%, safely below the 39% cap.”
Plus, with Dallas and Houston (but not Chicago),
“Sinclair has put additional distance between itself and Cunningham but will have an option to buy the stations should the FCC ever ease the rules to allow it.”
So this is Jessell’s bottom line:
“So, again, for regulatory purposes, Sinclair’s reach will be 58.7% without the discount and 37.39% with it.
“But I don’t think that is reality. Those are not the numbers that Sinclair will be showing national advertisers, MVPDs, vendors and others with which it does business.
“In the real world, Sinclair will have a lot of control over Chicago and some control over Dallas and Houston, and its effective national reach will be 66.3%. (For the record, its reach with the UHF discount will be 41.1%, two points over the cap, but that will not matter because regulators will not be counting the three markets.)”
“has faced further attention in recent weeks over a push to have local anchors at its stations read company-scripted messages, including a recent prohibition against fake news. The spots … struck many in media as too closely aligned with the dismissive rhetoric of President Donald Trump.”
So the company hasn’t been doing itself any favors.
On May 8, I showed you how the FCC had just published a letter from FCC Chairman Ajit Pai’s response to Sen. Dick Durbin (D-IL) regarding the proposed Sinclair-Tribune merger. Sen. Durbin and others have been especially concerned about Tribune’s WGN-TV9 in Chicago.
And the last story I wrote was on May 9. “BREAKING NEWS: Fox buying Miami station” may have gotten more views than any other post.
The negotiation spat between Fox and Sinclair ended with 21st Century Fox announcing it would buy the seven TV stations Tribune owned that had to be spun off to not exceed ownership limits, but had not yet officially found buyers.
“21st 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 Stations’ (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 Fox’s sports rights,” it said.
Six of those seven are Fox affiliates, so not much would’ve changed for viewers in those cities.
Yet, the Miami/Fort Lauderdale station is a CW affiliate. What would become of it, and also Sunbeam-owned Fox affiliate powerhouse WSVN? We may never know since the merger looks dead.
The CEO of Fox Television Stations, Jack Abernethy, said,
“This transaction illustrates Fox’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.”
That’s because Fox actually used to own the Cleveland, Salt Lake City and Denver stations but sold them to a company called Local TV which sold itself to Tribune. 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.
Also, Fox entered into new network affiliation agreements with Sinclair and the stations it doesn’t own but still operates.
Of course, where would Fox find that approximately $910 million to buy the stations? By selling off most of its assets like its movie and TV studio, cable networks FX and National Geographic, and regional sports networks to Disney — keeping just its network, TV stations, Fox News Channel, Fox Business Network and FS1/FS2 cable sports channels.
Remember, a much leaner “New Fox” network plans to concentrate more on live events, specifically NFL football.
But it may not matter due to this point from the Fox news release:
“Completion 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 Sinclair’s proposed acquisition of Tribune.”
And that’s not so likely anymore.
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.
After a merger, Sinclair said in a news release,
“Pro forma for the Tribune acquisition and related station divestitures, the Company will own, operate and/or provide services to 215 television stations in 102 markets.”
And I quickly responded,
“Something tells me that company doesn’t know what to say and brags too much, which makes its opponents angrier.”
Deadline magazine said that’ll “reach 62% of U.S. households, but 37.4% according to FCC rules limiting station ownership” — which is 39 percent.
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.
WSFL was supposed to be spun off and not take part in any Sinclair-Tribune merger, since Fox was concentrating on cities in the NFL’s NFC conference. The Miami Dolphins are in the AFC, and 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 affiliate to please CW partner Tribune, since CBS got the CW in so many other cities back when the WB and UPN combined.
If Fox ever gets WSFL, it would make perfect sense for CBS to move the CW affiliation to WBFS. WSFL would be a MyNetworkTV affiliate which is perfectly fine, since Fox owns 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 its MyNetworkTV shows any way it wants.
That’s how I saw the perfect solution.
Of course, nobody is perfect and Fox doesn’t always make the right decisions.
It could 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.
And I had to say, the Fox Television Stations Group website never posted the acquisition news. But it did show press releases from Feb. 8, 2017, and Nov. 3, 2016.
Instead, it looks like there will be no Sinclair-Tribune merger. The FCC’s administrative judge could take a year to make a decision, and these companies ― not to mention their employees ― have ants in their pants.
Part of Sinclair’s statement last Monday, July 16, said,
“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. … At no time have we withheld information or 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. … As a result and in light of the ongoing and constructive dialogue we had with the FCC during the past year, we were *shocked* (my asterisks) that concerns are now being raised.“
And with Cox coming in and putting its stations up for sale, the dynamics may have completely changed.
I’m going to call it a night and return tomorrow with all the details of what went wrong (or right, if you saw things my way).
Each of the articles above came with details and pictures, and some with videos.
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