I try not to go more than a week without posting something. Unfortunately, it has been 11 days dues to holidays that won’t be letting up anytime soon, and also my IT support specialist classes. (Last night, I finished Course 2, Week 1, out of 5 courses.)
I just don’t like blogs that give a sentence or two without any thought. They’re a waste of time and I’d be embarrassed to post with my name, so I tend to put them on social media. (You can see my last 20 my Twitter posts from @feedbaylenny right here on this site and visit it to see the whole thing. It’s not private. My last blog post, from 11 days ago, is down to #17 which shows I use it a lot.)
And I hate blogs that haven’t been touched in years. Yes, they exist!
Regular readers and those who know me know I tend to be moderate. In the middle, politically.
There are a variety of reasons for not supporting the Democratic Party. It’s turning more to the left, engaging with extremist groups on that side, welcoming more anti-Israel activists, and it unfairly helped Hillary Clinton beat Bernie Sanders in the 2016 primaries. (I’m referring to disliking the unfair help and not referring to Sen. Sanders. I think my first and next-to-last reasons explain enough.)
But that doesn’t automatically mean conservatism is the answer. You can be conservative on some issues and not others. Ask yourself whether a man married three times with a mouth like his can be considered conservative in most uses of the term.
Check out who goes to his rallies. Look closer and see the staging: Always at least one black person and don’t forget getting rid of the “plaid shirt guy”, last week – actually a 17-year-old high school senior.
It definitely doesn’t make President Trump the cure for the far left, and certainly not members of his family who are only part of this discussion because they were the lucky sperm.
Trump has done some good things, arguably the best president dealing with the Middle East, but he’s not perfect there. (Don’t tell me politics has no part in his actions and comments, as he gains Evangelical and some Jewish support.)
Luckily, he says there should be no question between right and wrong when it comes to terrorists and their supporters, unlike certain Democrats. (See Sarsour, Linda.)
“the political party of Palestinian Authority President Mahmoud Abbas (Fattah) apparently (thinking) the day is the perfect time to mock the US’ current president with tasteless cartoons that dishonor the solemnity of the day and the thousands of lives affected by the brutal attacks.”
Think they’re right? Who can forget Palestinians celebrating 17 years ago when they couldn’tblame Donald Trump?
Trump has made some bad policy decisions (civil rights, labor unions), said some very bad things (Sen. John McCain, daily lies and exaggerations, calling the media the enemy), and been involved in some bad behavior (Michael Cohen, Stormy Daniels). Plus, he needs a turnstile for his administration officials because of his management style and it seems he gets to political professionals so much, that they suddenly can’t keep secrets anymore!
To sum up Donald Trump, he does not take people and make them better.
He has huge personal issues, possibly more than any other president, that have influenced his two older sons over the decades. That, and their wealth and fame, guide them. They may be New Yorkers, and live in close proximity to many of us Jewish people, but they are not us and obviously haven’t been influenced by us.
To be fair, I have to add, a Trump-supporting cousin added to the Facebook exchange above shortly before publishing, saying his father Fred was good to Jews and best friends with a rabbi. To quote, “This family has been surrounded by Jews, who basically run the real estate business in NY.”
My response was basically that he suffered from Alzheimer’s disease since his grandsons weren’t even teenagers, so there couldn’t have been much influence. According to Wikipedia, “(Fred) Trump supported Jewish and Israeli causes and institutions, including donating the land for the Beach Haven Jewish Center in Flatbush, New York. He significantly supported Israel Bonds” and other non-Jewish charities. He knew about being of German ancestry and having Jewish tenants, postwar, and we both know the world and people’s behaviors have changed over all this time. I ended by saying I wouldn’t compare Donald to his father, and the grandsons are even more different. (Fred loaned Donald $1 million but kept his business in Brooklyn and Queens. “It was good for me,” Donald later commented. “You know, being the son of somebody, it could have been competition to me. This way, I got Manhattan all to myself.”) That’s not such an appealing quote to me.
In fact, I doubt the young Trumps would admit to being influenced by anybody but their father and revered grandfather, through stories told about him. Eric Trump using a Jewish term in response to Bob Woodward (not Jewish) making money selling a book makes absolutely no sense, and there’s no connection except that it’s a Jewish stereotype. Conservatives try not to label people but this Trump generation tends to.
So let’s look at Eric Trump.
He and his brother, Donald Jr., like hunting. They sure didn’t get that from us!
According to Wikipedia, The Curetivity Foundation’s 2016 tax return shows contributions almost doubling from $1.8 million in 2015 to $3.2 million in 2016, when his father ran for president. (To the younger Trump’s credit, he announced in December, 2016, he’d stop active fundraising for it to avoid speculation donors were using him to gain access to his father, the soon-to-be president.)
The foundation gave about $3 million to St. Jude and other charities but also paid $145,000 to for-profit properties owned by the Trump family. Peanuts (or shekels) for some, but nobody I know personally. That shows how rare such wealth is.
“The best part about all this, according to Eric Trump, is the charity’s efficiency: Because he can get his family’s golf course (Trump National Westchester) for free and have most of the other costs donated, virtually all the money contributed will go toward helping kids with cancer. ‘We get to use our assets 100% free of charge,’ Trump tells Forbes.”
However, “That’s not the case,” according to Forbes. “It’s clear that the course wasn’t free.”
The magazine reported,
“The Trump Organization received payments for its use, part of more than $1.2 million that has no documented recipients past the Trump Organization. Golf charity experts say the listed expenses defy any reasonable cost justification for a one-day golf tournament.”
Also, the Donald J. Trump Foundation
“apparently used the Eric Trump Foundation to funnel $100,000 in donations into revenue for the Trump Organization. … More than $500,000 was re-donated to other charities, many of which were connected to Trump family members or interests, including at least four groups that subsequently paid to hold golf tournaments at Trump courses.”
Worse, Forbes said,
“The president was never known for giving his foundation much money, and from 2009 to 2014, he didn’t give it anything at all.”
Why can’t one family have one foundation? Do the Trumps disagree so much on donations? Couldn’t they save on accounting bills?
And the clincher, according to Forbes, is
“All of this seems to defy federal tax rules and state laws that ban self-dealing and misleading donors.” And, “The person who specifically commanded that the for-profit Trump Organization start billing hundreds of thousands of dollars to the nonprofit Eric Trump Foundation, according to two people directly involved, was none other than the current president of the United States, Donald Trump.”
The article has a lot more details, including, 1. Why the price of the tournament suddenly tripled in 2011, from $46,000 to $142,000, according to the foundation’s IRS filings. Also, 2. Golf tournament costs escalating “to $230,000 in 2013, $242,000 in 2014 and finally $322,000 in 2015 … according to IRS filings.” Plus, 3. This quote attributed to the president:
“I don’t care if it’s my son or not–everybody gets billed.”
You didn’t know any of this before? Neither did I, and I would’ve probably remembered. Besides, the story got picked up by ABC News, CNBC and Business Insider.
There must’ve been a lot of other news going on at the time for this to be buried. Did anyone keep the newspaper from Wednesday, June 7, 2017?
Looking at the big picture, the world is a tough place. So is Washington, but Americans need to give the office of the president and the people who holds that title support during his term (no, not on every issue!). Then, we can reevaluate in about two years.
As for Congress, I have personal questions over whether to support the better candidate if he or she is a Republican, as I believe in my newly-drawn district, since all of Pennsylvania was redrawn due to gerrymandering. That would hurt the chance of getting at least one house of Congress out of Republican control, which could lead to more fair discussions and debates. But it’ll never happen in Philadelphia, and that’ll have to wait for another time.
So for now, I hope you’re safe if you’re in the path of Hurricane Florence!
And of course, we can’t forget Flo on the TV show Alice!
And a special thank you to everyone who visits this site and reads, except certain lawyers, but that may be an eye-opening discussion with full names, evidence and legal documents fully exposed. That can’t happen until next month.Luckily, I’ve learned not to dwell on certain things and hopefully it won’t come to that, but it’s not up to me. As they say in legalese, “Plaintiff has exhausted his administrative remedies.”
You’ve added 300 page views in the past 11 days and while the Sept. 3 post was one of my better ones, if I can say so, I know not all the traffic came from there. So please continue looking through and comment below any article. Remember, I can use some support after that Facebook post above! Also check comments on posts that interest you, since I’m always updating there!
Again, please leave your comments in the section below, and don’t miss out. If you like what you read here, subscribe to CohenConnect.com with either your email address or WordPress account, and get a notice whenever I publish. I’m also available for writing/web contract work.
“terminated its $3.9 billion merger agreement with Sinclair Broadcasting and that it has filed a lawsuit for breach of contract.”
— UPDATE: Sinclair counter-suing Tribune, accusing its onetime takeover target of a “deliberate effort to exploit and capitalize on an unfavorable and unexpected reaction from the FCC to capture a windfall.” —
Tribune sued in Delaware Chancery Court. It’s asking for “approximately $1 billion of lost premium to Tribune’s stockholders and additional damages in an amount to be proven at trial,” according to TVNewsCheck.
— UPDATE: The FCC inspector general cleared Chairman Ajit Pai of being unfairly biased in favor of the Sinclair Broadcast Group–Tribune Media merger. —
“Tribune claimed that Sinclair used ‘unnecessarily aggressive and protracted negotiations’ with the Department of Justice and the FCC over regulatory requirements and that it refused to sell the stations it needed to in order for regulatory approval.”
In the filing, Tribune said:
“Beginning in November 2017, DOJ repeatedly told Sinclair that it would clear the merger if Sinclair simply agreed to sell stations in the 10 markets the parties had identified in the merger agreement. DOJ’s message to Sinclair could not have been clearer: if Sinclair agreed to sales in those 10 markets, ‘We would be done.’”
“Broadcasters may own stations that reach 39 percent of U.S. households – but how that audience is measured has been in dispute. Last year, the FCC’s Republican majority reinstated a measure that treats ultra-high-frequency or UHF band stations as counting for just half of their lower-frequency counterparts, enabling broadcasters to own more stations and enjoy greater reach.”
Democrats had gotten rid of the so-called UHF discount the year before, since it started way back at a time when there where major reception differences between VHF and UHF stations on your television dial.
Ajit Pai (Wikipedia)
“FCC Chairman Ajit Pai, a Republican appointed by President Donald Trump,” is even under investigation by his own agency’s inspector general because of the timing of the reinstatement and whether it was done for Sinclair.
“Sinclair was proposing to control 233 stations in 108 markets, adding 42 Tribune stations to their current roster.”
That would’ve included the nation’s biggest TV markets where Sinclair has no presence, like New York, Los Angeles, Chicago and Philadelphia.
But there was a lot of pushback from public interest groups fighting for smaller companies and localism, and against micromanaging the largest group of stations in the country.
The Fake News Networks, those that knowingly have a sick and biased AGENDA, are worried about the competition and quality of Sinclair Broadcast. The “Fakers” at CNN, NBC, ABC & CBS have done so much dishonest reporting that they should only be allowed to get awards for fiction!
So sad and unfair that the FCC wouldn’t approve the Sinclair Broadcast merger with Tribune. This would have been a great and much needed Conservative voice for and of the People. Liberal Fake News NBC and Comcast gets approved, much bigger, but not Sinclair. Disgraceful!
And President Trump’s son-in-law and advisor Jared Kushner said Sinclair executives worked with the campaign to spread pro-Trump messages in Sinclair newscasts when he was running against Hillary Clinton, which Sinclair vehemently denied.
Plus, conservative media outlets were afraid Sinclair would get in the game and interfere with their efforts to compete with Fox News. And all the time passing didn’t help Sinclair’s case.
“Sinclair’s material breaches were willful breaches of the merger agreement, because they were deliberate acts and deliberate failures to act that were taken with the actual knowledge that they would or would reasonably be expected to result in or constitute a material breach.
“As a result of Sinclair’s breaches, Tribune has sustained financial harm and has lost the expected benefits of the merger agreement.”
“Tribune Media Company today announced that it has terminated its merger agreement (the ‘Merger Agreement’) with Sinclair Broadcast Group, Inc. (‘Sinclair’), and that it has filed a lawsuit in the Delaware Chancery Court against Sinclair for breach of contract. The lawsuit seeks compensation for all losses incurred as a result of Sinclair’s material breaches of the Merger Agreement.
“In the Merger Agreement, Sinclair committed to use its reasonable best efforts to obtain regulatory approval as promptly as possible, including agreeing in advance to divest stations in certain markets as necessary or advisable for regulatory approval. Instead, in an effort to maintain control over stations it was obligated to sell, Sinclair engaged in unnecessarily aggressive and protracted negotiations with the Department of Justice and the Federal Communications Commission (the ‘FCC’) over regulatory requirements, refused to sell stations in the markets as required to obtain approval, and proposed aggressive divestment structures and related-party sales that were either rejected outright or posed a high risk of rejection and delay—all in derogation of Sinclair’s contractual obligations. Ultimately, the FCC concluded unanimously that Sinclair may have misrepresented or omitted material facts in its applications in order to circumvent the FCC’s ownership rules and, accordingly, put the merger on indefinite hold while an administrative law judge determines whether Sinclair misled the FCC or acted with a lack of candor. As elaborated in the complaint we filed earlier today, Sinclair’s entire course of conduct has been in blatant violation of the Merger Agreement and, but for Sinclair’s actions, the transaction could have closed long ago.(I highlighted that last sentence. —Lenny)
“‘In light of the FCC’s unanimous decision, referring the issue of Sinclair’s conduct for a hearing before an administrative law judge, our merger cannot be completed within an acceptable timeframe, if ever,’” said Peter Kern, Tribune Media’s Chief Executive Officer. ‘This uncertainty and delay would be detrimental to our company and our shareholders. Accordingly, we have exercised our right to terminate the Merger Agreement, and, by way of our lawsuit, intend to hold Sinclair accountable.’”
(Tribune’s statement continued with earnings information and then returned to the Sinclair situation. See that at the bottom of this post, along with its CEO’s memo to employees.)
“Tribune Media has now had the opportunity to review the FCC’s troubling Hearing Designation Order. We are currently evaluating its implications and assessing all of our options in light of today’s developments.
“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.”
“engaging in ‘belligerent and unnecessarily protracted negotiations’ with the FCC as well as the Justice Department.” Also, it argued “in its lawsuit that Sinclair had been ‘confrontational with and belittling of DOJ staff.’ During negotiations, for example, Sinclair’s general counsel, Barry Faber, challenged the Justice Department’s top antitrust official, Makan Delrahim, telling him at one point, ‘sue me,’ Tribune alleged. In another meeting, Faber accused Delrahim of ‘misunderstand[ing] the industry,’ the suit said.”
Also new, The Post reported Tribune alleged it threatened to sue Sinclair in February if it didn’t divest stations to secure the DOJ’s support, prompting Sinclair to revise its offer.
“Sinclair Broadcast Group, Inc. announced today that it received a termination notice of its Merger Agreement from Tribune Media Company. In response, the Company subsequently has withdrawn with prejudice its FCC applications to acquire Tribune and filed with the Administrative Law Judge a notice of withdrawal of the applications and motion to terminate the hearing.” ‘’
“‘We are extremely disappointed that after 15 months of trying to close the Tribune transaction, we are instead announcing its termination,’ commented Chris Ripley, President & Chief Executive Officer. ‘We unequivocally stand by our position that we did not mislead the FCC with respect to the transaction or act in any way other than with complete candor and transparency. As Tribune, however commented, in their belief, the FCC’s recent designation of the deal for a hearing in front of an Administrative Law Judge would have resulted in a potentially long and burdensome process and, therefore, pursuing the transaction was not in the best interest of their company and shareholders. As for Tribune’s lawsuit, we fully complied with our obligations under the merger agreement and tirelessly worked to close this transaction. The lawsuit described in Tribune’s public filings today is entirely without merit, and we intend to defend against it vigorously.
“‘Nonetheless, we wish to thank both our and Tribune’s employees and our many advisers who have committed a tremendous amount of time and effort over the past 15 months towards the acquisition of Tribune. It is unfortunate that those efforts have not been realized. The combined company would have benefited the entire broadcast industry and the public through the advancement of ATSC 3.0, increased local news and enhanced programming.’”
Despite Sinclair stock starting lower today, the company announced it’s buying back up to $1 billion of its Class A common shares.
“We strongly believe in the long term outlook of our company and disagree with the market’s current discounted view on our share price,” Ripley said. “The $1 billion authorization does not use our future free cash flow generation, but simply the excess cash currently on our balance sheet.”
Sinclair stock ended the day 2.58 percent higher, but fell in after-hours trading.
The FCC did not comment today.
The Sinclair-Tribune deal would’ve led to several others. Stations that put the combination above the legal ownership limit were supposed to be spun off to several different companies. Now they won’t.
“The RSNs will be sold, and the process of selling them is actually already beginning. Conversations are starting, interest is being expressed. And it’s likely that we’ll negotiate a deal to sell them but the deal will not be fully executed or close until after the overall deal for 21st Century Fox closes.”
It added, Iger said Disney “assumed the responsibility of divestiture” in December 2017 when it first made an offer to Fox, “if the regulatory process demanded that we do that.”
There was never a possibility Fox would keep the networks or buy them back.
Yahoo! suggests potential buyers are Comcast, which has its own RSNs and lost the bidding war for Fox’s assets; Discovery Communications; AT&T, owner of DirecTV and now also Time Warner, but the Justice Department is appealing that; Verizon, owner of Fios; and another cable company, Charter Communications.
So Fox will be left with “the Fox broadcast network, FS1, FS2, Fox Business Network and the Fox News Channel, which, collectively, is known for now as New Fox,” according to The Hollywood Reporter.
“Live sports is clearly the most valuable content in our industry,” executive chairman Lachlan Murdoch said during a conference call, yesterday. His company is now paying a fortune for rights to Thursday Night Football.
But now, with no merger, the station sales to Fox and others are in jeopardy, and decisions whether to sell or not return to Sinclair and Tribune.
“reached a comprehensive agreement with Fox Broadcasting Company to renew the existing Fox affiliations of eight Tribune Media television stations, including KCPQ-TV (Seattle), KDVR-TV (Denver), WJW-TV (Cleveland), KTVI-TV (St. Louis), WDAF-TV (Kansas City), KSTU-TV (Salt Lake City), WITI-TV (Milwaukee), WGHP-TV (Greensboro, NC). Terms of the agreement were not disclosed.”
So we can expect those stations to keep airing Fox programming unless there’s something in the “terms of the agreement” that mentions the merger not happening.
On top of that, last week, FTVLive’s Scott Jones reported, “Fox is very interested in a number of the Tribune stations” – still – and, “the suits from Fox have been spotted inside (those) Tribune stations looking around” as if to buy. So we’ll see if it ends up with more Tribune stations than it was expected to buy under the deal.
Of course, the big question is whether Tribune will still sell at all. TVNewsCheck’s Harry Jessell reported Tribune CEO Peter Kern cast some doubt on that today, telling analysts the company may want to “enhance” its TV station portfolio.
We know Cox Media Group is exploring selling. Others will if the price is right, and prices should rise if there are fewer, bigger companies in the business – especially if they’re allowed to buy more after the FCC takes another look at raising ownership caps.
Despite uncertainty, there’s probably a lot of relief at Tribune stations they won’t have bosses from Sinclair.
“how Sinclair’s aggressive approach in its dealing with the Justice Department and the FCC with regard to its merger with Tribune has been polluting the best regulatory atmosphere in Washington since the Reagan administration.”
Jessell ended his column by writing,
“So, let’s recap. Sinclair’s attempt to win regulatory approval of its Tribune merger has so far severely damaged Sinclair’s standing at the FCC, aggravated the most broadcast-friendly FCC chairman in decades, subjected its own and several other broadcast groups’ basic business dealings to intense Justice Department scrutiny and exposed those same groups to (an antitrust) lawsuit that, no matter how frivolous, needs to be answered.”
On May 8, 2017, the Company entered into the Merger Agreement with Sinclair, providing for the acquisition by Sinclair of all of the outstanding shares of the Company’s Class A common stock and Class B common stock by means of a merger of Samson Merger Sub Inc., a wholly owned subsidiary of Sinclair, with and into Tribune Media Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Sinclair.
In the Merger, each share of the Company’s common stock would have been converted into the right to receive (i) $35.00 in cash, without interest and less any required withholding taxes, and (ii) 0.2300 of a share of Class A common stock of Sinclair.
The consummation of the Merger was subject to the satisfaction or waiver of certain important conditions, including, among others: (i) the approval of the Merger by the Company’s stockholders, (ii) the receipt of approval from the FCC and the expiration or termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and (iii) the effectiveness of a registration statement on Form S-4 registering the Sinclair Common Stock to be issued in connection with the Merger and no stop order or proceedings seeking the same having been initiated by the Securities and Exchange Commission (the “SEC”).
Pursuant to Section 7.1(e) of the Merger Agreement, Sinclair was “entitled to direct, in consultation with the Company, the timing for making, and approve (such approval not to be unreasonably withheld) the content of, any filings with or presentations or submissions to any Governmental Authority relating to this Agreement or the transactions contemplated hereby and to take the lead in the scheduling of, and strategic planning for, any meetings with, and the conducting of negotiations with, Governmental Authorities relating to this Agreement or the transactions contemplated hereby.” Applications to regulatory authorities made jointly by Sinclair and Tribune in connection with the Merger were made at the direction of Sinclair pursuant to its authority under this provision of the Merger Agreement.
On September 6, 2017, Sinclair’s registration statement on Form S-4 registering the Sinclair Common Stock to be issued in the Merger was declared effective by the SEC.
On October 19, 2017, holders of a majority of the outstanding shares of the Company’s Class A Common Stock and Class B Common Stock, voting as a single class, voted on and approved the Merger Agreement and the transactions contemplated by the Merger Agreement at a duly called special meeting of Tribune Media Company shareholders.
The applications seeking FCC approval of the transactions contemplated by the Merger Agreement (the “Applications”) were filed on June 26, 2017, and the FCC issued a public notice of the filing of the Applications and established a comment cycle on July 6, 2017. Several petitions to deny the Applications, and numerous other comments, both opposing and supporting the transaction, were filed in response to the public notice. Sinclair and the Company jointly filed an opposition to the petitions to deny on August 22, 2017 (the “Joint Opposition”). Petitioners and others filed replies to the Joint Opposition on August 29, 2017. On September 14, 2017, the FCC’s Media Bureau issued a Request for Information (“RFI”) seeking additional information regarding certain matters discussed in the Applications. Sinclair submitted a response to the RFI on October 5, 2017. On October 18, 2017, the FCC’s Media Bureau issued a public notice pausing the FCC’s 180-day transaction review “shot-clock” for 15 days to afford interested parties an opportunity to comment on the response to the RFI. On January 11, 2018, the FCC’s Media Bureau issued a public notice pausing the FCC’s shot-clock as of January 4, 2018 until Sinclair has filed amendments to the Applications along with divestiture applications and the FCC staff has had an opportunity to review any such submissions. On February 20, 2018, the parties filed an amendment to the Applications (the “February 20 Amendment”) that, among other things, (1) requested authority under the FCC’s “Local Television Multiple Ownership Rule” (the “Duopoly Rule”) for Sinclair to own two top four rated stations in each of three television markets (the “Top-4 Requests”) and (2) identified stations (the “Divestiture Stations”) in 11 television markets that Sinclair proposed to divest in order for the Merger to comply with the Duopoly Rule and the National Television Multiple Ownership Rule. Concurrently, Sinclair filed applications (the “Divestiture Trust Applications”) proposing to place certain of the Divestiture Stations in an FCC-approved divestiture trust, if and as necessary, in order to facilitate the orderly divestiture of those stations following the consummation of the Merger. On February 27, 2018, in furtherance of certain undertakings made in the Applications and the February 20 Amendment, the parties filed separate applications seeking FCC approval of the sale of Tribune’s stations WPIX-TV, New York, New York, and WGN-TV, Chicago, Illinois, to third-party purchasers. On March 6, 2018, the parties filed an amendment to the Applications that, among other things, eliminated one of the Top-4 Requests and modified the remaining two Top-4 Requests. Also on March 6, 2018, the parties modified certain of the Divestiture Trust Applications. On April 24, 2018, the parties jointly filed (1) an amendment to the Applications (the “April 24 Amendment”) that superseded all prior amendments and, among other things, updated the pending Top-4 Requests and provided additional information regarding station divestitures proposed to be made by Sinclair in 15 television markets in order to comply with the Duopoly Rule or the National Television Multiple Ownership Rule, (2) a letter withdrawing the Divestiture Trust Applications and (3) a letter withdrawing the application for approval of the sale of WPIX-TV to a third-party purchaser. In order to facilitate certain of the compliance divestitures described in the April 24 Amendment, between April 24, 2018 and April 30, 2018, Sinclair filed applications seeking FCC consent to the assignment of license or transfer of control of certain stations in 11 television markets.
On May 8, 2018, the Company, Sinclair Television Group, Inc. (“Sinclair Television”) and Fox Television Stations, LLC (“Fox”) entered into an asset purchase agreement (the “Fox Purchase Agreement”) to sell the assets of seven network affiliates of Tribune for $910.0 million in cash, subject to post-closing adjustments. The network affiliates subject to the Fox Purchase Agreement are: KCPQ (Tacoma, WA); KDVR (Denver, CO); KSTU (Salt Lake City, UT); KSWB-TV (San Diego, CA); KTXL (Sacramento, CA); WJW (Cleveland, OH); and WSFL-TV (Miami, FL). The closing of the sale pursuant to the Fox Purchase Agreement (the “Closing”) was subject to approval of the FCC and clearance under the HSR Act, as well as the satisfaction or waiver of all conditions of the consummation of the Merger, which was scheduled to occur immediately following the Closing.
On May 14, 2018, Sinclair and Tribune filed applications for FCC approval of additional station divestitures to Fox pursuant to the Fox Purchase Agreement. On May 21, 2018, the FCC issued a consolidated public notice accepting the divestiture applications filed between April 24, 2018 and May 14, 2018, for filing and seeking comment on those applications and on the April 24 Amendment, and establishing a comment cycle ending on July 12, 2018.
On July 16, 2018, the Chairman of the FCC issued a statement that he had “serious concerns about the Sinclair/Tribune transaction” because of evidence suggesting “that certain station divestitures that have been proposed to the FCC would allow Sinclair to control [the divested] stations in practice, even if not in name, in violation of the law,” and that he had circulated to the other Commissioners “a draft order that would designate issues involving certain proposed divestitures for a hearing in front of an administrative law judge.”
On July 18, 2018, at the direction of Sinclair pursuant to its authority under the Merger Agreement, Sinclair and Tribune jointly filed an amendment to the Applications reflecting that the applications for divestiture of WGN-TV (Chicago), KDAF (Dallas), and KIAH (Houston) filed in connection with the April 24 Amendment were being withdrawn, that WGN-TV would not be divested, and that KDAF and KIAH would be placed in a divestiture trust pending sales to one or more new third parties. The applications for divestiture of WGN-TV, KDAF and KIAH were withdrawn by concurrent letter filings. On July 19, 2018, the FCC released a Hearing Designation Order (“HDO”) referring the Applications to an FCC Administrative Law Judge (“ALJ”) for an evidentiary hearing to resolve what the FCC concluded are “substantial and material questions of fact” regarding (1) whether Sinclair was the real party-in-interest to the divestiture applications for WGN-TV, KDAF, and KIAH, and, if so, whether Sinclair engaged in misrepresentation and/or lack of candor in its applications with the FCC; (2) whether consummation of the merger would violate the FCC’s broadcast ownership rules; (3) whether grant of the Applications would serve the public interest, convenience, and/or necessity; and (4) whether the Applications should be granted or denied. The HDO designated as parties to the proceeding the FCC’s Enforcement Bureau and persons who had filed formal petitions to deny the Applications, and directed the ALJ to establish a procedural schedule by Friday, August 24, 2018.
On August 2, 2017, the Company received a request for additional information and documentary material, often referred to as a “second request”, from the United States Department of Justice (the “DOJ”) in connection with the Merger Agreement. The second request was issued under the HSR Act. Sinclair received a substantively identical request for additional information and documentary material from the DOJ in connection with the transactions contemplated by the Merger Agreement. The parties entered into an agreement with the DOJ on September 15, 2017 by which they agreed not to consummate the Merger Agreement before certain dates related to their certification of substantial compliance with the second request (which occurred in November 2017) and to provide the DOJ with 10 calendar days’ notice prior to consummating the Merger Agreement. Although Sinclair and DOJ reached agreement on a term sheet identifying the markets in which stations would have to be divested, they did not reach a definitive settlement and their discussions on significant provisions remained ongoing as of August 2018.
Pursuant to the Merger Agreement, the Company had the right to terminate the Merger Agreement if Sinclair failed to perform in all material respects its covenants, and such failure was not cured by the end date of August 8, 2018. Additionally, either party may terminate the Merger Agreement if the Merger is not consummated on or before August 8, 2018 (and the failure for the Merger to have been consummated by such date was not primarily due to a breach of the Merger Agreement by the party terminating the Merger Agreement). On August 9, 2018, the Company provided notification to Sinclair that it had terminated the Merger Agreement, effective immediately, on the basis of Sinclair’s willful and material breaches of its covenants and the expiration of the second end date thereunder. In connection with the termination of the Merger Agreement, on August 9, 2018, the Company provided notification to Fox that it has terminated the Fox Purchase Agreement, effective immediately. Under the terms of each of the Merger Agreement and the Fox Purchase Agreement, no termination fees are payable by any party.
On August 9, 2018, the Company filed a complaint in the Chancery Court of the State of Delaware against Sinclair, alleging breach of contract under the Merger Agreement. The complaint alleges that Sinclair willfully and materially breached its obligations under the Merger Agreement to use its reasonable best efforts to promptly obtain regulatory approval of the Merger so as to enable the Merger to close as soon as reasonably practicable. The lawsuit seeks damages for all losses incurred as a result of Sinclair’s breach of contract under the Merger Agreement.
Earlier this morning we announced the termination of our proposed merger with Sinclair and that we have filed a lawsuit against Sinclair for breach of contract—attached (above —Lenny) is the press release we issued a short time ago.
Given the developments of the last few weeks, and the decision by the Federal Communications Commission to refer certain issues to an administrative law judge in light of Sinclair’s conduct, it’s highly unlikely that this transaction could ever receive FCC approval and be completed, and certainly not within an acceptable timeframe. This delay and uncertainty would be detrimental to our company, to our business partners, to our employees and to our shareholders. Accordingly, our Board made the decision to terminate the merger agreement with Sinclair to enable us to refocus on our many opportunities to drive the company forward and enhance shareholder value.
As for the lawsuit, we are confident that Sinclair did not live up to its obligations under the merger agreement and we intend to hold them accountable. A suit like this does not get resolved overnight and it is the last thing you should be thinking about, but I want you to know that Tribune did everything it was supposed to do, and we will make sure we are treated fairly.
Right now, I am sure many of you are still absorbing the news and wondering what it means for our company, for our future, and most especially for each of you. I want to take a moment to answer these questions and address some of your concerns as we now re-adjust to the old normal of running our great and storied Tribune Media Company.
So, let’s begin there—Tribune Media remains as strong as ever, with great TV stations, important local news and sports programming, a re-energized and financially powerful cable network, and a terrific history of serving our viewers, our advertisers, and our MVPD and network partners. You need look no further than the exceptional financial results we released today for proof of that. Our consistent success is directly related to your talent, your experience, your innovation, and your willingness to give your best every day.
As for the future, we continue to live in complex times in the media world. New consumer habits, new entrants to the space, new competitors every day, and consolidation going on all around us. Rapid change has become the norm—it’s impossible to predict the next big thing. What I do know, though, is that we’ve got valuable assets, great people running them, and we remain one of the preeminent broadcasting companies in America.
No doubt the rumor mill will begin anew with speculation about who might buy us or who we might buy or whether the regulatory landscape still favors consolidation. We can’t do anything about such speculation. What we can do is rededicate ourselves to our own performance. Let’s shake off the cobwebs of deal distraction, ignore the outside noise, and continue delivering on our commitment to each other, to our customers, to our partners and to the communities we serve. If we do that, the rest will take care of itself.
Let’s get together for a companywide town hall meeting tomorrow at Noon ET. We’ll broadcast the meeting live to our business units, talk more about all these issues and take your questions—you can submit questions in advance of the meeting to: email@example.com. In the meantime, if you have any concerns, our HR team is ready to help; and Gary Weitman can handle any media inquiries you might get.
Thank you, again,
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Many of you compared the whole thing to one of those “Is the dress blue or gold?” things from back in 2015. You may remember, a Tumblr user named “swiked” uploaded an image of a dress, which caused a lot of debate about its color.
Is it blue and black, or white and gold?
If you’re like me, you don’t particularly care, although I’d go with blue and black, and wonder about anyone who thought differently.
Part of the reason is that I saw the dress. I hadn’t turned away. I didn’t put in any effort.
As for the sound, I heard the story on TV but wasn’t paying complete attention. I would’ve had to prepare myself to go (slightly) out of my way to listen, and I didn’t. Not even now, while I’m writing against the clock. Maybe later, after this is published. No promises.
If you know me, you wouldn’t be surprised the whole sound thing reminded me of something very different than the dress.
The dress involves seeing. This, like laurel or yanny, is about listening.
It’s that great controversy over what Cecily Tynan said when her microphone was supposedly off. (It never is and never assume otherwise.)
For those of you not from the Philadelphia area, WPVI-Channel 6 has been one of the highest rated TV stations in America for about the last 40 years, give or take a few. Their newscasts may still have more of a share of its market than any other station in the country, as well. (But not the number of viewers since the New York market – covering people in the city, halfway up to Albany, half of New Jersey and all of Long Island – is so much bigger.)
But 6ABC, as it’s branded now, earned everything by being stable yet moving ahead with the times, even when I thought it was impossible, like getting rid of the actual weather map on the wall that was written on, rather than computer-generated.
You’d recognize a newscast from 30 years ago and some of the people on it. They make great hires and don’t change like the season, like so many other stations. People have watched for generations and consider the ones they see on-air family. I’ve never seen anything like it.
(And in 1997, I just wish their assistant news director had called me back sooner than someone across the street at the NBC station. By the time she did, she got a recording from the phone company with my new number, and left me a message saying she recognized the area code which meant I had gone to the competition. I don’t think 6ABC ever hires anyone who has worked at the competition.)
Anyway, on Oct. 29, 2012, during coverage of Superstorm Sandy, Cecily was giving a special weather report while “World News Tonight” (or was it just plain “World News” back then?) would’ve normally aired. It was an important story so Action News had team coverage on the weather. Cecily tossed to her colleague, Adam Joseph, probably for details on a specific aspect of the storm. (I wasn’t in town then, but we can watch.)
It seems he hadn’t turned his microphone on. It can happen, especially during special coverage. Maybe there was no rundown to go by and they were flying by the seat of their pants. Sometimes, the audio operator in the control room would err. In this case, it was probably Adam’s fault, although there was apparently no mic check done to make sure it was working, even at a low level – and also remind him to turn it on if necessary.
Then, you’d think the audio operator would’ve shut off Cecily’s mic but probably made the split-second decision not to, instead, because Adam was speaking but not being picked up.
I think, in a tense moment during special coverage, Cecily did call him a name for making a technical mistake. Things slip out. No big deal among family and friends, unless it goes out over the airwaves.
“6ABC meteorologist Cecily Tynan could clearly be heard saying ‘Moron,’ after tossing to fellow meteorologist Adam Joseph who began speaking while his microphone was off.”
After his hit, according to the paper, Adam went on Twitter to deny Cecily used the word “moron” but “moments later” he “tweeted what seemed like a confirmation of the comment.”
It’s in the article, along with a caricature of the two engaged in rough sport (boxing). Great stuff!
And yes, there is now a promo with the two of them competing at things, just as a brother and sister would.
Finally, the paper described how news anchor since the 1970s, Jim Gardner, handled the situation just before 7pm. Jim is usually a hard news guy but not every second of every day, since he “made the matter more bizarre with a somewhat rambling explanation that Tynan had not insulted Joseph.”
“‘Maybe I shouldn’t even acknowledge this but the folks who thought that Cecily called Adam an untoward name when Adam was having trouble with his microphone, that’s not at all true,’ Gardner stated.”
You’ll have to go back and watch, or read it, to do it justice.
Ain’t it great to be able to get away with that stuff?
“One of Gardner’s legendary gags is to wait for longtime weatherman Dave Roberts (retired, father of actor David Boreanaz -Lenny) to begin his report. As Roberts says ‘We’re bracing for strong wind gusts today,’ Gardner passes gas. Loudly. Roberts and the crew start to laugh, then keep laughing until the camera returns to Gardner, red-faced and giddy, practically in tears.”
Can’t beat that!
OK, maybe that same article estimating his paycheck back then “at near $2.5 million” (that was exactly 12 years and 2 days ago) or perhaps more importantly, earning my respect for writing half his newscasts by himself rather than eating, playing, or other things anchors have been known to do.
Maybe that’s why I don’t think he’s seen a moment before 6pm, not even for promotions. Besides, Jim Gardner hardly needs promos. The people have been programmed for decades.
So I didn’t listen to laurel or yanny. I listened to Cecily, Adam, and – of course – Jim.
For me, that was the right call.
Speaking of calling and writing: Jim, if you ever need a hand on the job…
And happy birthday!
And for those of you in Miami…
(Disclosure: Ducis and I worked together in Miami so long ago, few if any of today’s interns had even been born back then!)
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OK, I may be a day late (and I’m definitely a dollar short, these days), but I read three articles on jobs, yesterday morning — on companies we all know — and they were a whole lot different when I read between the lines.
The share drop may be true and abandoning SOME food stamps may also be true, but there’s a lot more to the story.
(Only picky eaters like me would starve if I was part of the program.)
Trump wants to reduce food-stamp benefits and Yahoo calls it, “Potentially one of the biggest shake-ups in the history of the Supplemental Nutrition Assistance Program, or SNAP,” which is what we used to (or still) call food stamps.
But it shouldn’t be as bad for the poor as you may think at first. The plan is to cut cash payments and substitute the money for packages of actual food.
How many of you ever wondered what the person ahead of you in the checkout line was doing buying “that” with food stamps? The president’s plan should put that question to rest.
Nearly 42.2 million people reportedly got food stamps during the 2017 fiscal year. Those receiving more than $90 a month would get a food-aid package including shelf-stable milk, peanut butter, cereal and meat.
Of course, many of Dollar Tree and Dollar General’s customers are the least wealthy and getting food means they won’t have to (or be able to go out and) buy what they want anymore. With the government’s buying scale, they may even get more.
One analyst Yahoo quoted said those stores “have signaled that food stamps account for roughly five percent of sales,” but the whole grocery industry could be affected.
The plan to overhaul SNAP would save a projected $214 billion over a decade.
Unless you need a book right away — right, students? – you can probably go online and get it (along with everything else Amazon sells) cheaper, and delivered right to your door.
That’s great, but not for booksellers. Employees are often experts but now the chain is reportedly laying off lead cashiers, digital leads and other experienced workers, company-wide. In fact, many of them showed up for work Monday and were told they no longer had a job.
Way to go, Barnes & Noble! That’ll do well for the psyche of your remaining employees, who know they don’t have many similar jobs available.
CNBC reported, “The number of affected workers couldn’t immediately be determined” but we know there are way fewer stores than there were years ago, too many people living far from one, and Borders? Forget it. Dead since the end of 2010. That stinks on every level.
Whose parents didn’t take them to the bookstore as a kid, just to browse or even choose something you’d want? That’s practically just a memory.
The business channel called consumer spending “generally strong this holiday season” but Barnes & Noble holiday sales fell more than 6 percent from the year before.
Amazon isn’t only competition online. It — with its low-price reputation — is also opening up more of its own bricks-and-mortar bookstores.
Then there’s the self-proclaimed low-price leader. Walmart is not just stealing “a larger share of the books market.” It’s “planning to make a massive push in selling e-books and e-readers on Walmart.com later this year.”
If only literacy and education were the goals of these big American companies. Shareholders, rejoice!
“It appears the company isn’t looking to reduce its overall headcount. It currently has 3,900 open corporate job listings in Seattle and 12,000 open positions worldwide, which point to the company’s ‘aggressive’ hiring plans.”
So what’s really going on?
According to CNN’s source, “The majority of the layoffs are affecting the company’s Seattle headquarters, but some global teams may be affected as well.”
Online retail operations are expected to be hit the hardest and employees are already being notified.
But I thought Amazon was doing very well, especially when it came to the holiday season and stealing so much of the book business from Barnes & Noble.
It absolutely is.
Apparently, Amazon has “aggressive” hiring plans even after adding 130,000 jobs in the past year (not including the new ones from Whole Foods). It has 3,900 open corporate job listings in Seattle and 12,000 open positions worldwide. That 12,000 figure doesn’t come close to including workers at the company’s second headquarters — which Philadelphia made the top 20 in landing.
Amazon said, according to CNN, “HQ2 will cost a minimum of $5 billion to construct and operate, and will create as many as 50,000 jobs.” That’s way more than 12,000.
How well is Amazon doing? It reported nearly $2 billion in profit in its latest quarter from the holiday shopping season. That’s not only the largest in its history but the first time it topped $1 billion in a quarter!
But what about those employee layoffs in the headline and how readers were supposed to feel? Amazon said in a statement sent to CNN:
“As part of our annual planning process, we are making headcount adjustments across the company — small reductions in a couple of places and aggressive hiring in many others. … For affected employees, we work to find roles in the areas where we are hiring.”
So now, with Whole Foods in its arsenal, we’ll see what Amazon will be able to perform next. Maybe get the government contract on those food-aid packages that are replacing SNAP/food stamps. I’d count out producing pink slips!
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News organizations post their news on Facebook and other social media sites. Those articles, videos, slideshows, etc. also get picked up on search sites like Google, Yahoo and Bing (Microsoft). If they use the correct SEOs (Search Engine Optimization words) and have a little luck (or pay a little money), then they may even make the top of the list — and more of us will click and see what they have to offer.
(Try it. Go to one of those sites and search for something — anything — that has been making news, local or worldwide. See what comes up, and in what order.)
They want as many people as possible to spend as much time as possible with their product and ads on your screens, so they can charge more for their ads.
Sounds like a great deal for all sides. The content publisher gets more views, and the social media and search sites get depended on more and more for bringing users that excellent content.
But not all content publishers are the same. (See: Trump, fake news.) Some do a better job, while others have an agenda. Fox News used to say “You Decide” since that judgment is subjective.
To do that, the company will “prioritize news that is trustworthy, informative, and local. And we’re starting next week with trusted sources” because “there’s too much sensationalism, misinformation and polarization in the world today.”
So what’s trusted?
“The hard question we’ve struggled with is how to decide what news sources are broadly trusted in a world with so much division. We could try to make that decision ourselves, but that’s not something we’re comfortable with. We considered asking outside experts, which would take the decision out of our hands but would likely not solve the objectivity problem. Or we could ask you — the community — and have your feedback determine the ranking.
“We decided that having the community determine which sources are broadly trusted would be most objective.”
So Facebook is adding questions about which news sources users are familiar with and trust most, in its ongoing quality surveys.
That had 86-year-old Rupert Murdoch come up with a brilliant idea, because he thinks his news organizations would rank near the top.
According to the man who plays News Corp‘s executive chairman and also 21st Century Fox‘s executive co-chairman, Facebook should pay publishers that are considered the most legitimate and trusted for publishing on it!
“I have no doubt that Mark Zuckerberg is a sincere person, but there is still a serious lack of transparency that should concern publishers and those wary of political bias at these powerful platforms.
“The time has come to consider a different route. If Facebook wants to recognize ‘trusted’ publishers then it should pay those publishers a carriage fee similar to the model adopted by cable companies. The publishers are obviously enhancing the value and integrity of Facebook through their news and content but are not being adequately rewarded for those services.”
Like they’re the ones with the credibility problem.
First things first: Conservatives will say they prefer Fox, liberals will do the same for MSNBC, bigots will say they don’t trust LGBT media sources, etc. The quality rankings will just be people’s opinions and nothing professionally determined.
But the big question is, why do these readers who want Murdoch’s content or anybody else’s have to go through Facebook in the first place?
Wouldn’t the smarter thing be to publish on a site you own and control — and can require paid subscriptions if it’s so popular — rather than letting Mark Zuckerberg be your boss?
That way, you can place the content where you want, for as long as you want, on your own conditions!
And Zuckerberg disagreed with Murdoch that news from himself and other publishers make Facebook better.
“Since there’s more public content than posts from your friends and family, the balance of what’s in News Feed has shifted away from the most important thing Facebook can do — help us connect with each other,” he wrote on Jan. 11.
In other words, the professional news media have been taking over Facebook from us common folk!
So do people go to Facebook for news? The answer, sadly, is yes.
But would they go to Facebook without Mr. Murdoch’s news sources, or anybody else’s for that matter? I think probably, to catch up with friends and explore what other people posted. How any of you have not been shocked to get back in touch with people you haven’t seen or heard from in decades?
According to Zuckerberg, “We’ve gotten feedback from our community that public content — posts from businesses, brands and media — is crowding out the personal moments that lead us to connect more with each other” and that’s hurting “people’s well-being.”
So Zuckerberg wants to help you see less “relevant content” and help you “have more meaningful social interactions.”
His timetable? “It will take months … The first changes you’ll see will be in News Feed, where you can expect to see more from your friends, family and groups.”
Want to see whether the Murdoch solution (pay me!) would work? I would!
Please, news publishers: Keep your content to yourself and then check whether fewer people are reading your articles and therefore your ads. And Facebook will evaluate whether its audience is dropping.
That’ll be the evidence. That’ll show you whether it’s worth paying Facebook. And the debate will be over.
Zuckerberg ends by admitting doing good doesn’t always mean a better bottom line, at least not right away.
“Now, I want to be clear: by making these changes, I expect the time people spend on Facebook and some measures of engagement will go down. But I also expect the time you do spend on Facebook will be more valuable. And if we do the right thing, I believe that will be good for our community and our business over the long term too.
“At its best, Facebook has always been about personal connections. By focusing on bringing people closer together — whether it’s with family and friends, or around important moments in the world — we can help make sure that Facebook is time well spent.”
Plus, maybe we’ll see real news sources win out over the fake stuff on your News Feed, and also real life.