If you want to do something well, watch someone else do it. That’s the way to improve in most skills in life.
That’s one reason I read Scott Jones’ blog, FTVLive.com. Say what you want about him or his spelling, but he’s usually right on the money when it comes to facts, and won’t make claims without backing them up. In other words, I trust what he writes.
When you get this big, things get complicated. The company gets up against against Federal Communications Commission ownership limits, as well as Department of Justice antitrust regulations.
The deal is that Nexstar will pay $4.1 billion for Tribune. Sinclair had offered $3.9 billion but according to USA Today, “breached its contract by misleading regulators during the transaction’s approval process.” Nexstar’s last major purchase was in 2017, when it bought 71 stations from Media General for $4.6 billion.
The ownership limits, which I explained in this post from last March, come into play because two large companies will already own stations in the same markets competing against each other, and will together own too many as a whole. That’s why some stations will need to be sold.
Briefly, the four categories of FCC rules are 1. national TV ownership, 2. local TV multiple ownership, 3. the number of independently owned “media voices” – 4. and at least one of the stations is not ranked among the top four stations in the DMA (that’s the “designated market area” 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. (Keep in mind, these rules seem to get loosened every time a company comes close to hitting the limit.)
In the case of Nexstar and Tribune, there would be a long list involving about 15 cities. (Nexstar would do well by being honest in its effort to buy Tribune, as opposed to what Sinclair did and had been doing for years.)
Perry Sook, Nexstar’s president and CEO, started the company in 1996 with one station in Scranton, Pa. He has been buying ever since.
“We have no aspirations to be a national anything,” Sook said, according to Variety. “Our company goes from Burlington, Vermont to Honolulu and each of those communities have different needs and different tastes. We do three things that are vitally important: We produce local news content. We deliver entertainment and information. And we help local businesses sell stuff. Those are our reasons to exist.”
That’s contrary to Sinclair, which was reportedly interested in creating a national news network and using must-runs on its stations to spread its ownership’s conservative beliefs.
“Sources tell FTVLive that Nexstar is not planning on keeping WPIX in New York City after it purchases the station as part of the Tribune deal.”
So if Nexstar pretty-much owns so many stations in small to mid-sized TV markets, and claims to be solely interested in local broadcasting (while probably taking advantage of some scale), why leave out a station in the #1 TV market in the country, which itself broadcasts to about a whopping six percent of American households?
According to Scott,
“The spinning off of WPIX will help bring Nexstar under the ownership cap and it will likely put a lot of money back into the Nexstar back account.”
I’d rather see competition remain in New York. I can’t imagine Nexstar losing the power of selling ads on stations in every one of the biggest, influential, most lucrative cities (New York, Los Angeles, Chicago, Philadelphia, San Francisco, Washington, etc.). And it could probably make money selling off many of its smaller market stations, have fewer people doing the same jobs on payroll, pay less for benefits like health insurance, have less regulatory paperwork to do, etc. But it could possibly achieve what Scott suggested in just one move.
Instead of Nexstar, I dread a New York competitor coming in and gutting WPIX’s news department, which has grown over the years from 30 minutes at 7:30pm and an hour at 10, to include morning and early evening news.
Among competitors, WCBS already owns WLNY (Long Island). WNBC already owns WNJU (Telenundo). WNYW (Fox) bought WWOR and got rid of its news department. That pretty much leaves WABC, which is said to be in the buying mood since owner Disney hasn’t bought stations in years, is not up against ownership limits, and has been said to be interested in Cox’s stations (especially its ABC affiliates in Atlanta, Orlando and Charlotte). A duopoly in New York would be good for WABC, but not the public, which owns the airwaves. But considering the other major stations already own second stations in the Big Apple, could WABC be refused?
Of course, Disney/ABC is already buying most of 21st Century Fox’s assets, including its TV and movie studios, and cable channels except news and business, for $71 billion. The New York Post reports the closing is expected in February or March, and Sinclair may end up buying Fox’s regional sports networks which Disney can’t keep (it already owns ESPN) and nobody else seems to want them.
The so-called New Fox would consist only of its TV stations, and its news and business cable channels. (Comcast/NBC wanted Fox’s entertainment assets but Disney/ABC offered more. Comcast is ending up with Fox’s share of European telecommunications and pay-TV giant Sky.)
“Along with spinning off WPIX in New York, Nexstar plans on selling off WSFL, the Tribune station in Miami.”
We’ve been through this before. Fox has a great Miami affiliate, WSVN, which is owned by Ed Ansin’s Sunbeam Television Corporation. In the 1980s, he wouldn’t sell to then-affiliate partner NBC, so the peacock bought WTVJ in early 1987 and took away WSVN’s #1 primetime programming on Jan. 1, 1989. WSVN became a Fox affiliate on the few days the new network broadcast back then and put its future into local news, more sensational back then, which has worked out well.
Then, just a few years ago, the same thing happened with Sunbeam’s WHDH in Boston. Ansin refused to sell to NBC so the peacock invented a station pretty much from scratch to put its programming. Since Boston already had a Fox affiliate (Miami’s went to CBS in 1989), WHDH is now completely independent, without a network, and worth much less.
So Fox has been selling off assets but is interested in buying TV stations (with a deal to buy several from Sinclair after its merger with Tribune that fell through) and rights to live programming, especially sports and especially the National Football League. In the past, Fox wanted stations in cities with NFC teams because it broadcasts NFC team away games on Sunday afternoons. Then, it bought the rights to Thursday Night Football, which includes the whole league, so now it’s interested in stations in cities with AFC teams, like the Miami Dolphins.
Why would Nexstar sell Tribune’s only Florida station when it doesn’t have much to show for itself in the Sunshine State? Good question! Nexstar only owns WFLA in Tampa, WKRG in Mobile/Pensacola and WMBB in Panama City. Maybe it knows it could get a great deal from Fox (perhaps part of a multi-station deal where Nexstar and Tribune have too many stations competing), or it knows global warming will have Florida under water sooner rather than later.
One thing I disagree on with Scott about Fox possibly buying WSFL is that WSVN would probably not exchange affiliations with that current CW affiliate and become the new one. That’s because CBS is a part owner of The CW and that affiliation would likely go to its second Miami station, WBFS, which would probably mean WSVN ends up with WBFS’ MyNetworkTV affiliation.
On the other hand, Philadelphia MyNetworkTV affiliate WPHL (owned by Tribune) airs off-network syndicated reruns from 8 to 10pm (a great idea!) and its MyNetworkTV obligations (pretty much syndicated dramas) air overnight. It also got rid of the “My” on its logo.
I checked because WBFS-Miami and WWOR-New York air the same shows from 8 to 10 (and Fox owns both WWOR and MyNetworkTV, so the shows will definitely run in pattern).
Anson’s WHDH – which has been independent for two years – airs Family Feud for an hour at 8 and local news from 9 to 11:35pm. So there are alternatives.
What’s going to happen? Are the reports from Scott true? If so, are they subject to change?
Again, we’ll have to sit back on our couches, and wait and see.
Disappointing news and news coverage
Last night, a woman was shot to death two blocks from my parents (and where I lived from the end of kindergarten, to leaving WSVN and moving to Connecticut, minus my three college years). It happened at about 5pm. I found out when my sister-in-law sent me a TV station’s screen-grab.
Turns out, the victim was a well-known real estate agent, who’d had her face and her dog on many bus benches while I was growing up. It happened outside her daughter’s house (same high school, two years older) and the gunman was her estranged son-in-law, who later killed himself.
In the early evening, between 7:30 and 8:30pm, I couldn’t find anything on WSVN’s website, and nonsense with very few facts from the network-owned stations.
WTVJ was a block off and WFOR had no location.
WPLG had the best coverage, with the right block and video with a reporter at the scene during its newscast which ended at 6:30, but supposedly the latest was on a different reporter’s personal, private Facebook page. We never met, but I went to school with his brother years ago, so he was from the area and had contacts. I found out about his Facebook coverage when I got a call from one of our dozens of mutual friends (28, to be exact), and asked him about it – on Facebook.
Me: “Why did you put Highland Lakes shooting privately on your personal page, but not on your professional page for any interested parties?”
Him: “The station posts on my public”
Me: “I’m sorry. That sucks.”
Him: “Ok sorry”
Me: “I meant for you. I’m sure not everything they’ve posted has been perfect, or the way you would have.”
He doesn’t know what I do and have done for a living, and you see he didn’t realize I felt sorry for him apparently not being able to publish on social media pages with his name and picture, and depending on others to do it right! His public Facebook page hasn’t been used in almost a month, and his work Twitter account was only used sporadically, not daily like someone with contacts who goes out in the field, working to uncover facts.
We know people on-air are not decision-makers but they should be trusted to publish on pages with their names and pictures, along with certain folks in the newsroom. Those people on-air with their names and pictures online will probably be the best at making sure what’s reported there is accurate and presented properly.
Who else would care as much?
If you appreciate what you read here, subscribe with either your email address or WordPress account, and get a notice whenever I publish. Don’t rely on social media with its hacking issues and censoring like this, this, this and this. (I explained the reason for the fourth “this” in my last post.) I just became certified as an IT Support Specialist and am also available for writing/web contract work. LinkedIn: https://www.linkedin.com/in/lennycohen
It’s always good to be remembered, and hopefully being your last new year’s message of the year will keep some of my thoughts on your minds. (I’d be embarrassed to post something like this more than a week late, even by a few minutes!)
Let me start with the most important: that I became an uncle again, just before the new year. Jennifer and Daniel had a beautiful baby girl, Ayelet. She joins Betzalel, Noam and Tali. I’m due for a visit, and can’t wait!
If there’s one good thing about life, it’s that we can usually make fresh starts. Sometimes it’s harder and sometimes it’s not complete, but it’s possible for everybody to some degree. Just start by taking inventory, and figuring out what’s lacking and what’s extra.
In that sense, I completed a life detour by finishing the five courses I needed to earn the Google IT Support Specialist certificate. While I’m on the right track, I started freelancing on a new job that involves my old skills (always with a lot to learn), and hope to become fulltime – which will likely mean working on IT issues there as needed. Details to come. My Twitter feed on this site would be a good place to see it first.
Another big victory for me is all of you, reading this blog and following what I write. It was just Dec. 6 – 32 days ago – this blog hit 20,000 views. Believe me, I don’t visit unless there’s a reason, and that’s usually commenting to update a post. It’s the reason I urge you to comment. You may have come up with a thought I didn’t, and nobody else either, so you’d be adding to the discussion. You’re welcome to say nice things or maybe even criticize me (I’ve never refused to publish anything). But perhaps most importantly is you’ll get an email there’s an update on a topic you care about.
Right now, Monday night, the log says there have been 21,169 hits, and I’ve only published two posts since the 20,000 mark, 32 days ago. So thank you.
On the other hand, this email from Amazon arrived Saturday afternoon:
“We are writing to notify you that your Associates Program application has been rejected and you will no longer have access to Associates Central.
This action was taken because we have not yet received qualified sales activities from your account. As a reminder, Accounts that have not referred three qualified sales within in 180-days of sign-up are automatically rejected.”
Notice how I couldn’t have included that if I’d posted this when I originally wanted!
I’ve made no secret I haven’t made a cent off the blog and won’t ask you pay, make donations, etc., even though it’s costing me money. I don’t like how other sites do that, and also Facebook.
Furthermore, I promised to avoid a certain topic while I’m doing this outside freelance work, and if I become full-time, new thoughts on the topic will end permanently.
So without further ado, let me tie up some loose ends on some posts I’ve written about, pretty much linking to new articles that aren’t in the blog. I’m going to do it by category – Media, Middle East and Religion, and Other – not in any particular order in each category.
How many companies in the pay-TV industry have been raising their prices recently? Five: DirecTV, U-verse, Comcast, Charter and the latest, Dish. That’s despite the industry losing customers over the past few years, largely because of rising prices. https://tvanswerman.com/2018/12/23/dish-becomes-5th-pay-tv-op-to-raise-prices-for-2019/ Yes, the cost of programming is going up but I think the biggest culprits are local TV stations asking for more and more of that retransmission compensation, and regional sports networks. I suggest considering cord-cutting. And since I’m taking the time to write, can someone please tell me how to do it while keeping the news channels and a few others (plus, fast internet).
Two years of NFL ratings declines are over. This season, the National Football League improved its overall deliveries by five percent. In fact, 34 of the top 50 most-watched broadcasts were NFL games, and so were 61 of the top 100. Three of Fox’s “Thursday Night Football” broadcasts made the top 100 after Fox had nothing on Thursdays before this season. Maybe overpaying was the right choice. And NBC’s strong schedule of highly competitive games (the Sunday night average margin of victory was just 9.6 points per game, down from 12.9 in 2017) nearly closed the gap with Fox and CBS. They spend more, airing multiple games on Sundays to a team’s home city. https://adage.com/article/media/top-50-u-s-broadcasts-2018/316102/
The Olympics is taking the year off. So are political ads in most places. But there’s good news, considering vehicle ads are among the most popular on TV. Automakers reported an increase of 0.3 percent over a year ago to 17.27 million vehicles. That’s despite rising interest rates, a volatile stock market, and rising car and truck prices. “If there are lots of jobs and people are getting bigger paychecks, they will buy more.” So no worries about the broadcast business. Don’t let your boss tell you they’re broke. Ask for a raise! https://tvnewscheck.com/article/227839/us-new-vehicle-sales-slightly-17-27m/
Columnist Harry A. Jessell making predictions, including whether Nexstar will be able to close on its merger with Tribune by the end of the third quarter as it said when it announced the merger on Dec. 3: “The regulatory approval process is already a month behind schedule. On the day of the announcement, Nexstar said that the transfer application would be submitted to the FCC the next day and that the ‘comprehensive divestiture plan’ needed for complying with the FCC’s local ownership rules would soon follow. We’re still waiting.” https://tvnewscheck.com/article/227690/whats-store-19-jessells-8-ball-knows/
The number of gimmicks to get you to watch local TV news is growing, thanks to a viewer engagement platform I’m not going to help by naming. Wednesday mornings at 10 in Detroit, viewers choose the Big Story. The boss explained it’s
“not necessarily the lead story or the breaking story, but it’s the story we put more resources into, to dig deep into that story.”
Poor Andy Cohen! (No relation.) I insulted a longtime friend by saying Cohen doesn’t matter to me. Now, in a story you wouldn’t have seen here if I got this blog out on time, the Times Square Alliance is fighting his suggestion they singled him out when they made him take down his umbrella during his New Year’s Eve CNN broadcast. Cohen furiously ranted live on the air about being forced to take it down during a downpour. (Slavery is over. How much did he make?) According to the Alliance,
“It has been our policy that umbrellas are not permitted on the media riser so as to not interfere with media colleagues’ sightlines. There were over 100 credentialed members of the media and 15 live broadcast camera spots on the media riser this year.”
If CNN had paid for a stand-alone stage with no other networks present, there wouldn’t have been a problem. And despite Cohen’s claim the Alliance threatened to pull CNN’s credentials, they say, “Some tempers flared, but it was never the case, nor will it be the case, that CNN would be denied credentials or the ability to cover New Year’s Eve.” https://pagesix.com/2019/01/02/times-square-alliance-rips-andy-cohen-over-umbrella-claim/
A new round of Facebook data controversies incensed lawmakers and added to the social network’s mounting problems. “Mark Zuckerberg testified that Facebook doesn’t sell users’ data,” according to Rep. Frank Pallone Jr. (D-N.J.), ranking member of the House Energy and Commerce Committee. “But the company does make deals to hand out consumers’ data for its own financial benefit, including by allowing companies to snoop, or even delete, users’ private messages.” Pallone vowed further action. We’ll see if Democrats and Republicans agree enough to pass a comprehensive data privacy bill. https://thehill.com/policy/technology/422569-lawmakers-grow-impatient-with-facebook
The Justice Department reportedly decided not to ramp up an investigation into Comcast buying NBCUniversal, seven years ago. That’s even though President Trump had doubled-down on his criticism of the merger as anti-competitive. In a consent decree, Comcast agreed not to withhold NBC programming from rival cable companies or video streaming services, but that expired in September. The DOJ had said it was still monitoring Comcast a month earlier, in August. https://nypost.com/2018/12/27/justice-department-backs-off-comcast-nbcuniversal-merger-probe/
I’ve written about the FCC loosening rules and one that’s still around really bothers me when broken. So I emailed this letter to the Media Bureau, Policy Division, EEO Branch, where I’m sure somebody will read it when the government shutdown ends:
In early January, Scripps bought three TV stations as part of Gray Television’s acquisition of Raycom.
1. WTXL, Tallahassee FL: Immediately named Matt Brown vice president and general manager.
2. KXXV & KRHD, Waco TX: Immediately named Adam Chase vice president and general manager.
3. WFTS, Tampa FL: Named Sarah Moore news director (Matt Brown’s old job) the very next day!
Your rules on hiring practices are below, along with the source.
For instances 1 and 2 above, were there already vice president and general managers in place who did not resign? How long can a TV station go without a vice president and general manager? Don’t they ever take vacations? Could another department head (or more) temporarily taken on the responsibilities, especially in such a large ownership group with plenty of managers overseeing the TV stations? Could Scripps, at a minimum, have waited to hire until after fulfilling your requirements?
For instance 3, news departments go without news directors for long amounts of time, trying out assistant news directors to save money. Again, could Scripps, at a minimum, have waited to hire until after fulfilling your requirements? (I think this one is the easiest YES.)
I don’t think any of the above qualify as “demanding or special circumstances” (especially #3) since sales happen all the time and Scripps was expecting these to happen. It wasn’t as if there was a disaster and the stations needed immediate leadership, or someone suddenly died and employees had to work while being comforted.
I see your rules of immediately hiring without posting being broken all the time and think it should stop. It’s all about who knows who, which defeats the purpose of EEO (Equal Employment Opportunity). Scripps excluded dozens of qualified and worthy men and women of all backgrounds from applying.
I hope you severely punish these stations, and others that do this in the future, because they will keep doing so until you stop them.
FCC rule requirements (https://www.fcc.gov/consumers/guides/eeo-rules-and-policies-radio-and-broadcast-and-non-broadcast-tv)
The FCC’s EEO rules require broadcasters and MVPDs subject to the recruitment requirements to:
§ widely distribute information concerning each full-time (30 hours or more) job vacancy, except for vacancies that need to be filled in demanding or special circumstances;
§ provide notice of each full-time job vacancy to recruitment organizations that request notice
The government shutdown is having an impact on meteorologists. Meteorologist Brittney Merlot at KQDS in Duluth said, “As a meteorologist, an important reading we need this time of year is the water temperature. It helps us determine lake effect snow and also monitor lake ice formation.” But they’re not getting it from the Coast Guard. https://www.ftvlive.com/sqsp-test/2019/1/4/government-shutdown-hurts-meteorologists
National Security Advisor John Bolton met with Israeli Prime Minister Benjamin Netanyahu, last night, partly to signal the U.S. withdrawal of troops from Syria wouldn’t affect America’s support for the Jewish State. “I think in fact, under your leadership, Mr. Prime Minister – you and President Trump – we now have the best U.S.-Israel relationship in our history,” Bolton said. https://worldisraelnews.com/netanyahu-bolton-meeting-reaffirms-us-commitment-to-israel/
All the best to you in 2019, or at least what’s left of it!
If you appreciate what you read here, subscribe with either your email address or WordPress account, and get a notice whenever I publish. Don’t rely on social media with its hacking issues and censoring like this, this and this. I just became certified as an IT Support Specialist and am also available for writing/web contract work. LinkedIn: https://www.linkedin.com/in/lennycohen
THANK YOU! I don’t know what else to say. There’s nothing special about hitting 20,000 blog page views except that it’s a big round number.
The blog is a hobby and will be four years old next month. It’s just a way for me to practice writing, learn better use of the web in blog and email situations, and connect and express myself without being a slave to Facebook, Twitter and the others. I’ve written about social media’s hacking and censoring issues here, here and here.
(On this special occasion, so you know what I’m referring to, I’m going to break what I’ve learned about “email situations” and give subscribers the entire post here in email form.)
FYI, here are the answers to four questions you may have:
No, I haven’t made a cent off the blog. Instead, it costs me to have the domain without WordPress’ name in there, so it’s easier for everyone to remember. If you know me, then you know it’s not about the money. Maybe that’ll come someday.
I’ve never refused to publish anyone’s comments on the blog. (WordPress does look for possible spammers, and I don’t see what’s there. If you post and don’t see it approved and online within a reasonable amount of time, then write to me on the Contact CohenConnect page.) In fact, I suggest you comment on the bottom of the blog site, rather than on Facebook, Twitter and the others.
One reason I suggest that is it’s also a chance for you to respond as you wish, with fewer people seeing how you really feel. I can be honest and outspoken, and encourage you to be the same on issues you find important.
Another is because I’m always *updating* blogs in the comments section. I’d guess the average post has a dozen updates underneath! (Go check!) If there’s something you’re interested in (say, net-neutrality), then comment. I always try to follow-up, which is something the mainstream media should do more often, rather than mainly trying to be first with a breaking story. Just this morning I posted this update with a link to The Hill that anyone who commented on Oct. 2 would’ve been made aware of:
“A HALF-MILLION MORE REASONS TO OVERTURN THIS! FCC Chairman Ajit Pai is acknowledging it’s a ‘fact’ that a half-million comments were submitted from Russian email addresses during the public comment period, ahead of the FCC’s net neutrality repeal last year.”
The one thing I really ask is that you subscribe, so you’ll get an email whenever I post. You know it’s not often and you’ll never have to think about missing anything.
Here’s to lessons learned and better work over the next 20,000!
P.S. It’ll also be good to hear if there are any topics you’d like me to write about!
(Online definition of moment: “a very brief period of time.” The italics are mine.)
September’s blog numbers were high with more than a thousand views, despite the fact I only published four posts. (I know. I have to do better on that. And I can’t complain about the time, but each takes many hours to get – hopefully – just right!)
Growing means there are stories some newer readers haven’t seen yet, and I just happen to have some follow-ups for those of you who are longtime readers.
‘A’ for Amazon from minimum wage workers
Amazon has been under fire for a lot of things, from low wages to working conditions, but the former is about to change.
Amazon claims the median salary for a full-time employee in the U.S. is $34,123, and not the $28,446 figure Sen. Bernie Sanders (I-VT) claimed when he proposed a bill that
“would impose a 100 percent tax on government benefits received by workers at companies with 500 or more employees. For example, if an Amazon employee receives $300 in food stamps, Amazon would be taxed $300.”
That’s a win for Amazon’s lowest-paid workers, but there’s a loss for Warner Wolf (not that he works at Amazon).
“Let’s go to the verdict!”
I’ve said many times I don’t want to live in Florida and that was even when I lived there. I think the Sunshine State has nothing to offer except a short time to thaw out at the beach in the winter. Oh, and low taxes and some family.
“In a ruling released last week, Manhattan Supreme Court Justice James d’Auguste wrote that the 80-year-old Wolf’s residence in the premier state for retirees means the suit fails on jurisdictional grounds.
“‘Due to the fact that Wolf is a Florida resident that worked in Florida, he lacks any viable claims…since the impact of any alleged discriminatory conduct would have been in Florida,’ d’Auguste wrote.”
The judge also noted Imus lives in Texas and at 78, he’s in the same age category.
“Imus once said it was time to put Wolf ‘out to pasture’ and ‘shoot him with an elephant dart gun.’”
Wolf’s firing happened in 2016, months after he moved to Naples, Fla., and contributed to the show from there.
“We tried it. It sucks,” Imus emailed shortly before Wolf’s final appearance. “If you’re in the studio in New York … it’s terrific. Anything else is not.”
But Imus himself left the Big Apple a year earlier, in 2015, to live on a ranch in the Lone Star State! The rest of the crew worked out of New York.
From radio and TV, to your computer and smartphone.
Sunday was a big day and not just for football fans. This involves every single one of you who uses the Internet.
Last December, the Federal Communications Commission under President Trump’s appointed chairman Ajit Pai repealed many net neutrality rules passed in 2015 during the Obama administration. Those rules prohibited internet service providers (ISPs) from slowing down or blocking content, or charging for access to certain sites. Consider it Internet freedom and equal access. You pay for a month and should be able to use it as you like.
But later Sunday, the Justice Department sued to prevent the law from taking effect. It argued broadband communications are interstate commerce and that’s regulated by the federal government, not the states.
The FCC wants to deregulate the industry and its repeal actually, specifically forbids states from passing their own net neutrality rules. Pai, a former Verizon lawyer (think Fios), claims net neutrality stifles investment and burdens ISPs with regulation.
The feds’ net neutrality rules are set to take effect in January for the rest of us.
Unfortunately, this post isn’t ending as happily as it started.
I’ve watched and studied politics for decades, and written about it many times here. But lately, I’ve come to hate the subject. Any wonder why?
TV news anchor Howard Beale (played by Peter Finch) probably had a similar feeling in the 1976 movie Network.
We may even be at the point where he screamed,
“We know things are bad — worse than bad. They’re crazy!”
(Let me know in the comments section below.)
The line
“I’m as mad as hell and I’m not going to take this anymore!”
became so popular, it ranked number 19 on the American Film Institute’s list of the top 100 movie quotations in American cinema, released June 21, 2005, for the organization’s 100th anniversary. Network itself came in number 66 in the movie category. (The number 1 quote was Clark Gable as Rhett Butler saying
And thanks, Todd, for having me watch this years ago. New readers will come to learn I’m not the best with movies. Last month, I finally watched another 1976 movie classic, shot right across the street.
Rocky became the highest-grossing film of the year (spawning six sequels) and went on to win three Oscars, including Best Picture. As for the AFI, it’s movie number 78, number 2 in sports after Raging Bull (click here for genres) and quote number 80.
(“Yo, Adrian!”)
And the scene there last week, if you follow me on Twitter, or just look at the feed on right side of this page (below on mobile):
Now, what you can do (rather than sticking your head out the window in the rain):
The deadline to register to vote in the Nov. 6 midterm elections – just 35 days away – is a week from today (Oct. 9) in Pennsylvania, two weeks from today (Oct. 16) in New Jersey, next Saturday (Oct. 13) in Delaware, next Friday (Oct. 12) in New York, and next Thursday (Oct. 11) in Florida (and I meant what I said). That should cover most of you. (Click here if it doesn’t.) Make sure you’re registered, learn about your candidates, and take a moment to note Tuesday, Nov. 6, on your calendar right now. (You may even get a sticker!)
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. LinkedIn: https://www.linkedin.com/in/lennycohen
Sometimes I see or hear something so stupid, I lose control and have to call it out right away. That’s especially true when it comes from somebody who makes herself seem like some sort of expert on a topic. Unfortunately, this is one of those times.
I woke up to a lot of emails, as usual, but three were about blog posts from Laura Nachman, who has “Philly TV and Radio” on the top of her site. She has been writing about the subject since before I first came to town in 1998.
So much of what she writes is nonsense, which makes it good that her posts tend to be short, but take a look at the first of her three posts from overnight:
The ONLY thing good about this is that it happened after the storm and not during it!
She’s not just angry, but furious KYW-CBS3 broke into programming for what she referred to as a “weather alert” which was really a tornado warning, if she knew the difference and was paying attention. I mean, if it was on for ten minutes (I’d say almost, but I was doing my own work and not timing the meteorologist), wouldn’t a normal viewer have been able to get that? The coverage and maps seemed on point.
Does she really think TV stations make information like tornado warnings up? Maybe she’s confused that some stations call a “First Alert Day” or some other branding to get viewers to watch throughout the day because something may happen, but a tornado warning comes from the National Weather Service.
If a TV station didn’t break into coverage for a tornado warning, then what type of weather coverage should warrant a special report? A few inches of snow?
And the tornado warning came from an arm of the same federal government that licenses TV and radio stations to use the public airways for the public interest.
“Biggest Takeaway: (Their bold font) Whatever plan you base off a tornado warning, that NWS tornado warning needs to be received instantly, & your plan triggered and accomplished rapidly (within a few minutes) to be of value.”
Isn’t that something that should be of concern to the public?
Nachman claims she’s furious because she “missed Inside Edition‘s coverage of the Bill Cosby sentencing.” BFD! (See definition #1.)
I’m sorry that was inconvenient for Ms. Nachman, but Philadelphia didn’t miss any coverage of the Bill Cosby sentencing.
Didn’t every station break into afternoon programming when he was sentenced? Didn’t all the stations have live reports from the Montgomery County Courthouse for the past two days?
Was anybody really surprised Cosby was sentenced to prison? The only variable was the length of time, and that gets less and less important when the convict is an 81-year-old blind man.
Then, she chastises the station:
“You just had three and a half hours of local news from 4-7 to talk about the possible tornado.”
That’s absolutely wrong. First, some math: 4-7pm is three hours, not three-and-a-half hours as Bachman claimed. Furthermore, the half-hour from 6:30 to 7 was not local news. It was the CBS Evening News with Jeff Glor, so that’s down to two-and-a-half hours.
Nachman certainly wouldn’t make a good news producer if she can’t time her newscast. Maybe her boss should double-check her timesheets for other exaggerations.
And yes, Glor’s newscast covered Bill Cosby for his national audience. I didn’t have three TV sets on at the same time but I’d guess the other two network newscasts did, as well.
You wanted more national coverage? What about CNN, MSNBC and Fox News? Did you consider those for hour after hour?
Does Laura Nachman really think local news from 4 to 6:30 can cover a tornado warning issued at 6:47pm? Let’s give her a lesson in telling time. 6:47pm comes AFTER 6:30pm. Therefore, there was no way to put a tornado warning issued at 6:47 into a newscast that ended at 6:30pm. Besides, if we could go back and control time, wouldn’t you be furious irked if that took away from your Cosby coverage?
Let’s look at some other numbers. CBS3 claims the two ‘Most Viewed’ stories on its website are Bill Cosby stories. Nachman can check there if she wants to know more. Plus, just about every other website in the world has Cosby coverage in some form or another! Does anybody else think demanding specific coverage from Inside Edition makes her sound like a two-year-old?
Also, look at the number of rescues, thanks to first-responders. The video of the ambulance that had to be pulled out because it was stuck in high water was obviously from after the sun went down, and close to the area of the tornado warning.
I’m so glad she got to see this, which has been all over the local news for two days, and the mascot even visited the local stations yesterday. It’s also here, for the rest of you:
Nachman is into sports coverage. Yesterday, she published separate posts naming the announcers for this weekend’s Penn State and Eagles’ games, and two short items on Monday about the same sports radio story.
Unfortunately, in this #MeToo world, she missed the big universal story that FTVLive.com’s Scott Jones mentioned and even non-sports fans would care about.
“Amazon’s live streams of 11 NFL ‘Thursday Night Football’ games will feature the first all-female broadcast booth in league history, the company announced on Tuesday.
“Andrea Kremer, a longtime NFL reporter and recent Pro Football Hall of Fame inductee, will announce the games alongside Hannah Storm, an ESPN ‘SportsCenter’ anchor and ‘Monday Night Football’ pregame show host.”
Maybe Nachman should consider other people’s lives and property, and think of herself as lucky instead of furious. She did lose her credibility in the storm but I’m sure that won’t stop her from hosting a Brady Bunch party for herself today. Priorities!
I just wonder if Nachman is so furious at CBS3 she’s going to boycott Jessica Dean’s last newscasts tonight. Nah! I don’t wonder at all.
And please, 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.
I don’t know, but I’m pretty sure you’ve had a busy week, between getting used to having your kids in school or planning what to do on this long holiday weekend.
Sorry for the folks in “sunny Florida” with plans ruined while dealing with Tropical Storm Gordon. (But you’re welcome for this souvenir to help you remember the occasion.)
I’ve been doing a lot of reading, besides taking my Google IT Support Professional Certificate class on Coursera, so I haven’t been able to share them on this blog like I should. I say “should” because they follow-up on issues I’ve raised here and you deserve a resolution to what you read here. Often, I put information on social media (my Twitter feed @feedbaylenny is on this page), or in the comments section of blog posts, but it’s only right to follow through in the format you saw it, and update the original. Unfortunately, most media don’t do so.
“no evidence, nor even the suggestion, of impropriety, unscrupulous behavior, favoritism toward Sinclair, or lack of impartiality related to the proposed Sinclair-Tribune merger.”
Of course, the deal never happened since the FCC eventually questioned Sinclair’s candor over necessary sale of some stations. Tribune backed out and sued Sinclair for $1 billion for alleged breach of contract. According to Reuters, Tribune said Sinclair
“mishandled efforts to get the transaction approved by taking too long and being too aggressive in its dealings with regulators.”
Now, Sinclair is countersuing.
“In Delaware Court of Chancery, Sinclair rejected Tribune’s allegations and suggested the companies had been very close to winning U.S. Department of Justice approval.”
It accused Tribune of pursuing a
“deliberate effort to exploit and capitalize on an unfavorable and unexpected reaction from the FCC to capture a windfall.” Tribune called Sinclair’s counterclaim “entirely meritless” and “an attempt to distract from its own significant legal exposure.”
Do you have access to the internet? Of course you do, since you’re reading this. (OK, maybe you’re reading a friend’s printout of this post.) Regardless, in December, the FCC under Ajit Pai repealed many net neutrality rules passed in 2015 during the Obama administration. Think of it as price up or speed down. Those internet service providers (ISPs) you love to hate, according to Variety, had been banned from
“blocking or throttling traffic, or from selling ‘fast lanes’ so websites and other types of content can gain speedier access to consumers.”
But luckily, denying all Americans equal access to a free and open internet got very controversial. Friday, California lawmakers passed a bill what Variety called “the strongest government-mandated protections in the country” and it’s now on Gov. Jerry Brown’s desk. Brown hasn’t said whether he’ll sign it. But the FCC ’s repeal forbids states from passing their own net neutrality rules. If Gov. Brown signs California’s bill, this could go to court. Pai, a former Verizon lawyer (think Fios), claims net neutrality stifled investment and burdened ISPs with regulation. Since June, ISPs have been able to make changes as long as they’re disclosed. So far, Reuters reports major providers have made no changes in internet access.
Here’s more controversy from the FCC, and something I hadn’t written about before. This time, the agency is accused of lying to its watchdog, Congress, and it involves a TV comedian. More than a year ago, during the height of the net neutrality debate, the FCC claimed its “comment filing system was subjected to a cyberattack,” according to The Verge. On May 7, 2017, our old friend John Oliver, who I’ve shown on this blog several times, asked Last Week Tonight “viewers to leave pro-net neutrality comments on the commission’s ‘Restoring Internet Freedom’ proceeding.” Oliver encouraged them
“to flood the FCC’s website with the use of memorable links like gofccyourself.com and justtellmeifimrelatedtoanazi.com. That night, the FCC’s filing system crashed.”
LANGUAGE: Viewer discretion advised.
The next morning, senior officials concluded, according to emails uncovered by the inspector general, “some external folks attempted to send high traffic in an attempt to tie-up the server.” Of course, the site was shut down by a surge of valid complaints. Several people disputed the unsubstantiated fabricated traffic claim in emails, but the DDoS theory was passed on to commissioners, like Pai, who told members of Congress (Fake News Alert!) what happened that evening was “classified as a non-traditional DDoS attack.” Now, the agency’s inspector general is reporting
“there was no distributed denial of service (DDoS) attack, and this relaying of false information to Congress prompted a deeper investigation into whether senior officials at the FCC had broken the law.”
Turns out, an Oliver producer gave the FCC a “heads up” days before running the episode but it never responded, and the commission knew Oliver’s show had the power to move enough viewers to crash their system! According to that busy inspector general’s report, “We learned very quickly there was no analysis supporting the conclusion” that it was a DDoS attack. That’s when FCC officials started being investigated for allegedly breaking the law by providing false information to Congress. But the Justice Department decided not to prosecute.
Google search results for “Trump News” shows only the viewing/reporting of Fake News Media. In other words, they have it RIGGED, for me & others, so that almost all stories & news is BAD. Fake CNN is prominent. Republican/Conservative & Fair Media is shut out. Illegal? 96% of….
It also reported Sen. Orrin Hatch (R-Utah) wrote a formal letter to the Federal Trade Commission, released Thursday, asking it to “reconsider the competitive effects of Google’s conduct in search and digital advertising.” But it wasn’t just Google for Trump.
CNN is working frantically to find their “source.” Look hard because it doesn’t exist. Whatever was left of CNN’s credibility is now gone!
The hatred and extreme bias of me by @CNN has clouded their thinking and made them unable to function. But actually, as I have always said, this has been going on for a long time. Little Jeff Z has done a terrible job, his ratings suck, & AT&T should fire him to save credibility!
“I think what Google and what others are doing, if you look at what is going on with Twitter and if you look at what’s going on in Facebook, they better be careful because you can’t do that to people. …I think that Google and Twitter and Facebook, they are really treading on very, very troubled territory and they have to be careful.”
What’s going on at @CNN is happening, to different degrees, at other networks – with @NBCNews being the worst. The good news is that Andy Lack(y) is about to be fired(?) for incompetence, and much worse. When Lester Holt got caught fudging my tape on Russia, they were hurt badly!
And as you just read, the president also claimed NBC Nightly News anchor “Lester Holt got caught fudging” his tape on Russia, but the peacock network fought back and posted the video of Trump’s extended, unedited interview with Holt last year.
No wonder he hates the media!
Of course, I won’t completely defend the news media from allegations of dumbing down and doing anything for profit in too many cases. But I’d love to see some of these disagreements fought out in open court. I don’t care who sues who. I just want the evidence presented so the truth becomes obvious to everyone.
Wikipedia: Cohen at King’s Garden, Odense, Denmark, Aug. 17, 2013
Also, I want to know why all Lenny Cohen searches show Leonard Cohen the musician instead of me!
As for the big tech companies, Yahoo! Finance reports,
“Wednesday morning, the Senate Intelligence Committee will question Twitter CEO Jack Dorsey and Facebook chief operating officer Sheryl Sandberg on their responses to foreign disinformation campaigns. The committee also invited Google CEO Sundar Pichai, but he declined to testify — another Google representative will testify in his place.
“Wednesday afternoon, the House Energy & Commerce Committee will quiz Dorsey on Twitter’s ‘algorithms and content monitoring.’”
NBC News has reported Facebook CEO Mark Zuckerberg announced changes to the platform’s news feed product since the data issue March, with “more posts from friends and family” and “less public content, including videos and other posts from publishers or businesses.” Now, NBC continues,
“The goal was to make Facebook more social with fewer commercial and product posts. Publishers ranging from big businesses to mommy bloggers are forced to post more content that they create personally, rather than sharing products or affiliate links.
“With these changes, some small publishers claim to see a massive downside.”
What I want to know is why in July, Zuckerberg decided Facebook would not ban Holocaust deniers! Fortune reported,
“Zuckerberg, who is Jewish, said he found Holocaust deniers ‘deeply offensive.’ Then he said, ‘but at the end of the day, I don’t believe that our platform should take that down because I think there are things that different people get wrong—I don’t think that they’re intentionally getting it wrong. It’s hard to impugn intent and to understand the intent.’”
So Holocaust deniers are simply uninformed? Are you kidding me, Mark? I would’ve hoped Sandberg, who grew up in North Miami Beach, whose brother David was my high school class valedictorian, would’ve set him straight. The Times of Israel reports Sandberg “said in an interview last year that, as a tech company, Facebook hires engineers — not reporters and journalists.” Personally, I find this would be one fight losing my job over. There has to be a line somewhere. Go far enough and you’re “just following orders” and we know what made that phrase so well known.
“I personally find Holocaust denial deeply offensive, and I absolutely didn’t intend to defend the intent of people who deny that.” Then, he “reiterated a distinction he tried to draw in the interview: Posts that advocate violence will be taken down, but those that peddle misinformation will stay but ‘would lose the vast majority of its distribution in News Feed.’”
Sounds like he has lost the vast majority of his mind!
Also coming up this shortened Labor Day week, Morning Brew reports Sen. Bernie Sanders (I-Vt.) will “introduce a bill requiring major employers—like Amazon, Walmart, and McDonald’s—to cover the cost of government assistance programs its workers rely on…programs like food stamps, public housing, Medicaid, and more.” For years, there has been criticism years about the way Amazon pays and treats workers at its warehouses. According to The Washington Post, the Democratic Socialist said his goal
“is to force corporations to pay a living wage and curb about $150 billion in taxpayer dollars that go to funding federal assistance programs for low-wage workers each year. The bill … would impose a 100 percent tax on government benefits received by workers at companies with 500 or more employees. For example, if an Amazon employee receives $300 in food stamps, Amazon would be taxed $300.”
Sanders-021507-18335- 0004
Keep in mind, Amazon owner Jeff Bezos (another who spent years in Miami) also owns The Washington Post!
Two last things: The cemetery near Detroit finally fixed my grandfather’s grave. In June, it took hours to find the marker since it was buried under inches of dirt. Now, it has been raised and leveled.
And this weekend is the 3?th anniversary of my bar mitzvah. The party had an animal theme, of course, and all the kids got t-shirts like this. (Yes, I’m keeping the specific year as evergreen as the narrator says on that Philadelphia show The Goldbergs on purpose, even though there are readers who were there!)
So that’s about it. All the original pages I found have been updated.
Before I go, I also have to thank every one of you for more than 16,800 page views on this site! The numbers have risen exponentially recently, and I wonder why. Please let me know if there’s anything I should be doing more here.
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.
It’s either coincidence, karma or a higher power when things come together in ways previously thought impossible.
This weekend, Jewish people around the world read the Torah portion Shofetim (שֹׁפְטִים, or “Judges,” comprising Deuteronomy 16:18–21:9).
The best-known line in it is the third, “Justice, justice shall you pursue” (צֶ֥דֶק צֶ֖דֶק תִּרְדֹּ֑ף, Deut. 16:20).
Shofetim also happens to be the Torah portion from my bar mitzvah and it’s interesting that it’s coming up this week because an article in Axios yesterday said,
“It looks like one of the seven deadly sins – greediness – may have killed the (merger) deal!”?
Yesterday, Axios wrote,
“The conservative broadcaster has been accused of lying to the FCC, and of acting in bad faith with Tribune.”
There’s not much a huge corporation can do to anger the Federal Communications Commission these days – if it follows the rules, which get eased all the time – but lying is its one big crime.
“force Sinclair to sell off a bunch of stations because it’ll be (way, way, way) too big.”
And that was the crux of the problem: ownership limits and which stations would be sold off. Oh, and would the companies buying really be associated with Sinclair and let Sinclair control the stations?
“Based on a thorough review of the record, I have serious concerns about the Sinclair-Tribune transaction. … The evidence we’ve received suggests that certain station divestitures that have been proposed to the FCC would allow Sinclair to control those stations in practice, even if not in name, in violation of the law. … When the FCC confronts disputed issues like these, the Communications Act does not allow it to approve a transaction. Instead, the law requires the FCC to designate the transaction for a hearing in order to get to the bottom of those disputed issues.”
That was a huge surprise and the turning point in the drawn-out deal.
“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’ Monday about whether the deal would serve the public interest.”
Ah, the public interest! It’s always nice to hear about that, since we’re talking about use of the public airwaves.
I quoted TVNewsCheck’s Harry A. Jessell on the seriousness of what Sinclair had actually been doing pretty quietly doing for years:
“Its mishandling of its merger application has badly stained its permanent FCC record in a way that could greatly complicate its future regulatory dealings. … And a liar is what the FCC has accused Sinclair of being by obfuscating the fact it would continue to control three major market stations that it told the FCC it would spin off to other broadcasters to comply with ownership limits.
Sinclair’s reach. Large enough?
“You see, the FCC acts on the honor system. It presumes that you are obeying all the rules and expects you to confess any infractions. It’s the principal way the FCC polices those it regulates. That’s why lying – the ever-polite FCC calls it “misrepresentation” or “lack of candor” – is taken seriously and is the FCC equivalent of a capital crime. … As the lawyers pointed out to me this week, once indicted for misrepresentation as Sinclair has now been, it sticks because it goes to the broadcaster’s basic character qualifications to be a licensee. It cannot buy or sell a station or even renew a license until it resolves the character question. Sinclair’s best move now is to walk away from the merger and promise, no, swear on a stack of Bibles, that it will never, ever mislead the FCC again.
“Sinclair has no one but itself to blame for this fiasco. It pushed too hard to keep as many of the Tribune stations as it could and somewhere along the line lost sight of the larger goal – get the transfer through the FCC and get to closing. … (David Smith) kept going back to the FCC (and the Justice Department) demanding more and more. Ironically, he will likely end up with nothing, except maybe a new set of regulatory hassles.”
— 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.” —
“We have been completely transparent about every aspect of the proposed transaction.”
One thing Sinclair failed to do after telling the FCC it was withdrawing the deal was asking the administrative law judge, who FCC commissioners unanimously recommended look into Sinclair’s representations during the Tribune negotiations, to end his planned hearing. The FCC’s Enforcement Bureau said it had no problem if the hearing was terminated.
“Although Sinclair’s pleading states that the applications ‘have been withdrawn’ and are to be dismissed with prejudice, it fails to specifically seek such relief from the Chief Administrative Law Judge.”
B&C added,
“That’s because the licenses are now before him, rather than the FCC staffers who had been vetting them before the hearing designation.”
This is a world of bigger and bigger broadcasting companies – in part because of competition from cable, satellite and the internet – but as I’ve said about a million times, the broadcasters have special responsibilities since they use the public airways. And they need a tougher FCC to keep them, and the newer companies, in line.
On the other hand, Axios quoted Dennis Wharton, executive vice president of communications for the National Association of Broadcasters as saying,
“Scale matters when we are competing against massive pay TV conglomerates, Facebook, Apple and Netflix. If you want a healthy broadcast business that keeps the Super Bowl on free TV, that encourages local investigative journalism and allows stations to go 24-7 live with California wildfire coverage, broadcasters can’t be the only media barred from getting bigger.”
The FCC is still determining whether to raise the limits on TV station ownership above 39 percent. Most experts told Axios they
“believe that cap will be lifted above 50 percent, but they don’t know what the exact limit will be, or when it will be passed and implemented.”
Anyway, the FCC has taken away broadcast licenses before. I wrote about the RKO General situation all over the country, and also allegations of impropriety in the granting of a Boston television license.
According to experts Axios spoke to, Sinclair’s first batch of licenses comes up for renewal in June 2020. (Look for more activist challenges then.)
They also
“describe Sinclair as a ‘hard headed’ company that rarely engages with D.C. and which recently lost its top lobbyist.”
That description should come as no surprise to any regular reader of this blog.
So for now, there’s no deal, but a lawsuit, between Sinclair and Tribune.
“can be reviewed by an administrative law judge during a license renewal hearing, were the FCC to recommend such a hearing (which may be likely, given FCC’s concerns and Sinclair’s many outside critics),”
according to Axios.
The judge could revoke Sinclair’s licenses outright, which would teach the industry and its investors a big, important lesson. But a telecom lawyer Axios spoke to said,
“A more likely scenario … is that the FCC would reach a settlement whereby Sinclair is required to divest stations.”
My opinion: Crush them or cut them down to size, but at least do something.
One last note is that Sinclair is going to have trouble finding another merger partner due to its potential license renewal issues, but also because Tribune’s lawsuit accused the company of being “belligerent.” It’s what happens when you’re too big.
Now to the Tribune side, where there is less justice.
“bonuses to executives who worked for more than 15 months on its failed merger.”
You’d think they’d be in line for bonuses after a successful merger!
How big are these bonuses? Reuters reported the company said,
“16 percent of target annual bonuses, which had been conditioned on completion of the Sinclair merger.” (I underlined. –Lenny)
Are you hearing this, shareholders?
This is what it adds up to. Three top executives – chief financial officer Chandler Bigelow, president of broadcast media Larry Wert, and general counsel and chief strategy officer Edward Lazarus – will be getting
“between $102,000 and $160,000. Other executives will get bonuses based on a similar percentage of their targeted annual bonuses.”
Why?
“In recognition of the substantial efforts and time that each of them devoted to the company’s anticipated merger with Sinclair and their contributions to maintain and grow the company’s business,”
according to the company.
That’s if the company was actually spending money to “maintain and grow” the business which is doubtful because companies in the process of being bought are cheap, not replacing employees or equipment so the financial sheets look better.
And what about all the employees who were encouraged to work under harder conditions and so much uncertainty for so long?
That’s the world, these days, kids.
Reuters also mentioned,
“Last week, Tribune Media Chief Executive Officer Peter Kern told investors it (was) ‘open to all opportunities’ in terms of industry consolidation or remaining independent. He noted on an investor call there was ‘tons of activity out there.’
“Kern said he would continue to run the company until Tribune reached a ‘permanent state.’”
“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.”
But knowing Fox is selling most of its assets to Disney/ABC and looking for more stations to buy, especially those in NFL football team markets, I’d consider Tribune a seller rather than a buyer.
“Recall that just prior to the announcement of the Sinclair deal, Fox tried to swoop in and buy Tribune out from underneath Sinclair. It coveted some of Tribune’s stations and it feared Sinclair becoming too big an affiliate group for it to push around.”
I’d also consider telling the FCC not to let Fox buy any of those eight stations, except Seattle, because it owned them at one point and sold them when it made sense for the company. In other words, it showed no commitment to the communities or their people. Companies shouldn’t be allowed to sell unneeded stations and then buy them back when they feel they’ll make more money.
Besides Fox, which could face ownership limits, Jessell pointed to Soo Kim’s new Standard Media, which was going to buy nine Tribune stations in seven cities, and Nexstar as potential buyers.
Jessell also mentions there are a lot more stations on the market now than two years ago.
“Not in the entire history of broadcasting, with the possible of RKO, has a major company so thoroughly managed to trap itself in such a regulatory and legal morass. …
“If Executive Chairman David Smith did not control the board, he would be thrown out for directing this debacle and hobbling the company at a critical time for it and the industry. It will be interesting to see who is made the scapegoat. …
“Sinclair can continue to churn out cash, but, from a strategic standpoint in broadcasting, is indefinitely sidelined. Until it resolves the alleged character issues at the FCC, it cannot buy a broadcast license. It can’t even renew one.
“Sinclair’s challenge today is to start digging out — and it’s going to be costly. First it must settle with Tribune. And then it has to return to the good graces of the FCC.” …
Also, “The Sinclair independent shareholders (could) file a lawsuit against Smith and his team for gross mismanagement.” …
And, “Indeed, Sinclair did everything wrong, allowing arrogance and self-righteousness to overcome its good sense at every turn.”
I think a lot of justice is what’s needed here, and soon.
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.
It’s a great day in broadcasting, or as great as things can get in this day and age. There will be no merger between Sinclair Broadcast Group and Tribune Media.
“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.
The first sign of trouble from the Federal Communications Commission, other than delays, came last month. It was a surprise, considering how the FCC greased the wheels for the takeover, whether on purpose or not. (That’s under investigation.)
— UPDATE: The FCC inspector general cleared Chairman Ajit Pai of being unfairly biased in favor of the Sinclair Broadcast Group–Tribune Media merger. —
TVNewsCheck continued,
“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.’”
That’s what happens when you get into business with a company like Sinclair. I’ve written plenty about it and its top officials, including those who inherited the company.
“Even better, it looks like one of the seven deadly sins – greediness – may have killed the deal!”
The deal, while complex and controversial, should not have been a problem.
The biggest hurdle was supposed to be national ownership rules, but ironically, the FCC took care of that just weeks before the deal’s May 2017 announcement.
“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.”
Sinclair’s reach, without Tribune
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!
They were joined by Democrats concerned Sinclair would give even more stations its conservative bent. Sinclair requires so-called must-runs, including airing commentaries by one of President Trump’s former communications spokespersons, Boris Epshteyn. The company also forced anchors at their stations to read a message that parroted President Trump’s talking points about the media.
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.
“Pai suggested Sinclair would sell but still operate those stations, which is illegal. The FCC then sent the deal for review by an administrative law judge.”
“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.”
As I wrote here on July 27, “Tribune can leave Sinclair at the alter/chuppah on Aug. 8.” That was yesterday.
“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.
One of those companies is 21st Century Fox, which The Hollywood Reporter described as partially merging with Disney/ABC. Disney still plans to buy “the Fox film and TV studio, Nat Geo, FX Networks, Star India, 39 percent of Sky and 30 percent of Hulu … along with 22 regional sports networks (RSNs).”
Disney is selling those regional sports networks because the Justice Department was worried they “coupled with ESPN would create a sports monopoly.”
“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.
This is Tribune CEO Kern’s memo to employees, thanks again to FTVLive’s Scott Jones:
Tribune Team,
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: questions@tribunemedia.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,
Peter
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There’s something to be said for waiting before starting to write. That’s not my nature. I want to get things out first. I type very well but nobody can do it as quickly as my brain, so I often dictate into a phone and email myself. Then, I make any corrections and additions, and create the graphics and email preferences.
But this saga of Sinclair Broadcast Group trying to buy Tribune Media that has been going on for more than a year and suddenly failing last week – supposedly failing – is full of interesting details.
I wrote about a lot of them, Tuesday night. That was mostly background. You know how little I admire Sinclair and the people who run it. Tonight, you’ll see exactly what went wrong for the deal and what I think should be done. Let’s just say what went wrong could’ve been a lot of what I wrote Tuesday night!
But first, the latest, and that’s Cox Media Group – one of the best corporations owning TV stations out there, and a private one – is exploring putting itself up for sale.
Yesterday, FTVLlive’s Scott Jones got a secret copy of the talking points Cox managers are supposed to use while talking to employees. Let’s face it, “talking points” is another phrase meaning public relations. In other words, they’re trying to convince the workers to keep working extra hard because everything is going to be great! (I hope you used your best Tony the Tiger when you read that.)
Of course, that’s not how employees are feeling. When your company suddenly sets itself up to be bought, there is lots of uncertainty. You know spending will go down and jobs will not be filled, so the company’s financials look more attractive. And being bought by another major established company could lead to layoffs. But you know that’s not in the talking points which you can see below in this six-page slideshow.
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Cox’s 14 TV stations are pretty good and most are highly-rated ones. From left to right, by row, they’re the ABC affiliate in Atlanta; ABC and independent in Orlando; Fox in Boston; CBS in Seattle; NBC in Pittsburgh; ABC and independent in Charlotte; Fox and CBS in Jacksonville; Fox in Memphis; CBS in Dayton, Ohio; Fox in Tulsa, Okla.; and also a “supply-side platform that brings automation and data-driven targeting to the buying and selling of television advertising” called Videa.
There are also 61 radio stations, 4 daily newspapers, 11 non-daily papers, 16 digital brands, and one local cable channel.
FTVLive’s Scott Jones also got a market analyst report from Wells Fargo about how much Cox Media may be worth. The answer it gives is $2.65 billion, but consider many factors including the number of willing buyers, whether the stations get split up, and whether Tribune goes back on the market.
See Tuesday’s post for a lot more links to, and details on, the rest of Atlanta-based Cox.
So FCC Chairman Ajit Pai was arguably putting himself on the line while supporting the Sinclair-Tribune merger when surprisingly, last week, he said in a statement:
“Based on a thorough review of the record, I have serious concerns about the Sinclair-Tribune transaction. … The evidence we’ve received suggests that certain station divestitures that have been proposed to the FCC would allow Sinclair to control those stations in practice, even if not in name, in violation of the law. … When the FCC confronts disputed issues like these, the Communications Act does not allow it to approve a transaction. Instead, the law requires the FCC to designate the transaction for a hearing in order to get to the bottom of those disputed issues.”
How surprising?
Pai embraced the merger so much, he’s under investigation by the FCC’s inspector general for allegedly greasing the wheels by bringing back the UHF discount rule weeks before the deal was announced. That way, the new, larger company could still meet the FCC ownership limit of 39 percent of U.S. households, rather than vastly exceeding them.
— UPDATE: The FCC inspector general cleared Chairman Ajit Pai of being unfairly biased in favor of the Sinclair Broadcast Group–Tribune Media merger. —
Sinclair’s reach now, without Tribune
Then yesterday – at an awkward moment for Pai, Sinclair and Tribune – a Washington-based U.S. Appeals Court rejected a challenge to the FCC reinstating the UHF discount that could’ve and could still pave the way for the merger. The three-judge panel was comprised of two President Barack Obama nominees and one President Trump nominee. They dismissed the case on technical grounds without considering its merits, ruling the activist groups that filed suit hadn’t shown they’d be injured by the consolidation at the heart of their case. What this really means is Tribune could be worth more if it pulls out of the deal, because other potential suitors will have more flexibility to make offers. Tribune can leave Sinclair at the alter/chuppah on Aug. 8.
The UHF discount, started in 1985, let companies with UHF (channels 14+) stations only count half the coverage area towards the ownership limit. But that was when there was a big difference between watching channels 2 to 13, and channels 14+. With today’s technology – and cable, satellite and computers added to the mix, and broadcast signals digital rather than analog – the quality looks the same. The rule was ended in 2016, just before the end of President Obama’s administration.
So why bring back the rule last year? For big corporations, up against the ownership limit, urging Pai to reinstate it so they could buy more stations – exactly what Sinclair needed to merge with Tribune.
“She showed a chart from Bloomberg showing how major station groups benefit from the discount. The largest, ION Media, reaches 33.7% of the country with the discount, but 65.2% without. Univision reaches 23.6% with the discount, but 44.8% without. When the discount was repealed last summer, station groups were allowed to retain their existing holdings, but they would be forced to divest assets in the event of a merger or corporate takeover.”
But Pai argued the FCC would start examining the media ownership cap and reinstating the UHF discount would give the FCC a “blank slate.” The examination started in December.
According to Variety, Judge Gregory Katsas noted to the FCC’s attorney, James Carr, that while the FCC
“might want to raise the cap,” there was “no reason for thinking at that the end of the day, part of the solution will be keeping the discount.”
“I think that is probably fair, your honor,” Carr replied. He argued that the UHF discount shouldn’t be eliminated without considering its implications to the 39% cap.
Meanwhile, CEO Chris Ruddy of conservative TV news network Newsmax said, “The judges on the D.C. Circuit reviewing the FCC’s UHF discount were left scratching their heads wondering why the rule was re-instated when everyone — Republicans and Democrats alike — agree that the discount is an analog relic and makes no sense in a digital world.
“The FCC should avoid the appearance of impropriety and proceed with a transparent national ownership cap proceeding to set a level playing field before approving any merger that benefits just one company, namely Sinclair.”
He also said he told President Trump strict limits on national TV ownership are needed not only to keep a lid on Sinclair, but also on the ‘liberal’ broadcast networks.
“Sinclair has been a frequent target for Democrats and liberal groups disturbed by reports that it favors President Donald Trump in its coverage via ‘must-run’ segments pumped to its network of stations.”
“gave a disproportionate amount of neutral or favorable coverage to Trump during the campaign” while airing negative stories on Hillary Clinton, and Politico reported “on a boast by Trump’s son-in-law Jared Kushner that the president’s campaign had struck a deal with the broadcast group for better media coverage. Sinclair disputed the characterization, saying it was an arrangement for extended sit-down interviews that was offered to both candidates.”
Also, it was Trump who nominated Pai for the agency’s top post, so most experts felt the merger would eventually get the go-ahead due to President Trump’s public comments praising the media company, which boasts a conservative-leaning, anti-mainstream media news operation.
My last post mentioned many different cases of using shell companies under Sinclair’s control to still broadcast on more stations than allowed. Those so-called sidecar arrangements let Sinclair keep a stake in the revenue and programming of the spun-off stations.
I even asked, “Why was the FCC the last to find out? Or did it know and ignore the facts for political reasons?”
Today, I found a new example of a virtual triopoly (three stations in a market), when the FCC only allows duopolies (two stations in a market) and only under certain conditions.
“The draft order circulated by Pai’s office … said Sinclair’s actions around the divestiture of TV station WGN in Chicago ‘includes a potential element of misrepresentation or lack of candor.’”
Ouch! Not good for a company licensed to use the public airwaves. I used another example below and then offered a suggestion about what should happen to Sinclair.
Adweek added,
“The FCC feels Smith selling the asset to his friend and business associate presents a problem,”
and I’ll say the price of $60 million is ludicrous, considering the station is worth hundreds of millions of dollars.
“The WGN services agreement would have kept Sinclair in charge of everything from programming to ad sales while giving it an option to buy back the station for the same price, subject to adjustments, within eight years.”
Sinclair was also supposed to sell WPIX-New York, the nation’s largest TV market by far, for a measly $15 million to that same Cunningham Broadcasting, a company with close ties to the Smith family. That caused Pai to say he was concerned Sinclair’s proposed sales in Chicago and New York may have attempted to deceive the government.
Adweek said also troubling
“were the deals to sell stations in Dallas and Houston to Cunningham Broadcasting.”
The Tribune reported,
“The proposal also included an option to buy the stations back.”
“Separate filings with the FCC last month by the American Civil Liberties Union and conservative news outlet Newsmax Media” … raised “questions about whether Sinclair would continue to control some of the stations it proposes to divest.”
So Politico said,
“Pai announced an administrative law judge would review the station spinoff issues. The FCC takes that step when companies fail to persuade it that a transaction, even with conditions, would be in the public interest.”
“Among these applications were three that, rather than transfer broadcast television licenses in Chicago, Dallas, and Houston directly to Sinclair, proposed to transfer these licenses to other entities. The record raises significant questions as to whether those proposed divestitures were in fact “sham” transactions. By way of example, one application proposed to transfer WGN-TV in Chicago to an individual (Steven Fader) with no prior experience in broadcasting who currently serves as CEO of a company in which Sinclair’s executive chairman has a controlling interest. Moreover, Sinclair would have owned most of WGN-TV’s assets, and pursuant to a number of agreements, would have been responsible for many aspects of the station’s operation. Finally, Fader would have purchased WGN-TV at a price that appeared to be significantly below market value, and Sinclair would have had an option to buy back the station in the future. Such facts raise questions about whether Sinclair was the real party in interest under Commission rules and precedents and attempted to skirt the Commission’s broadcast ownership rules. Although these three applications were withdrawn today, material questions remain because the real party-in-interest issue in this case includes a potential element of misrepresentation or lack of candor that may suggest granting other, related applications by the same party would not be in the public interest.”
This keeps getting better!
Politico said an administrative law judge was called in 2015 with the proposed Comcast-Time Warner Cable deal. The companies later abandoned it, rather than go through the hearing process. AT&T ended up with Time Warner, at least for now, after a federal judge allowed it without conditions, but the Justice Department is appealing.
“to ‘expedite’ the transaction after the FCC suggested the company would still control the stations,” and “two FCC officials who did not wish to be identified said Wednesday they believe the merger will not be able to proceed.”
Instead, Sinclair itself will acquire WGN-Chicago, and put KDAF-Dallas and KIAH-Houston into a divestiture trust and sold by an independent trustee (if the acquisition is finalized).
The Justice Department is also still reviewing the deal and the FCC may have even more concerns.
Sinclair denied any effort to mislead the FCC and issued this long statement:
“While neither Sinclair or Tribune have seen the draft HDO, Chairman Pai’s comments and press reports indicate the FCC is questioning the proposed divestitures in Dallas, Houston and Chicago. Accordingly, in order to address such concerns and to expedite the Tribune transaction, Sinclair has withdrawn the pending divestitures of stations in Dallas (KDAF) and Houston (KIAH) to Cunningham Broadcasting Corporation and Tribune has withdrawn the pending divestiture of WGN in Chicago to WGN-TV LLC. Sinclair intends to request permission from the FCC to put the Dallas and Houston stations into a divestiture trust to be operated and sold by an independent trustee following the closing of the Tribune acquisition. Sinclair expects to have identified and entered into a purchase agreement with a third party buyer or buyers for the Dallas and Houston stations prior to closing. As a result of the withdrawal of the application relating to WGN, Sinclair will simply acquire that station as part of the Tribune acquisition, which is, and has always been, fully permissible under the national ownership cap.
“Throughout the FCC review process of the Tribune merger and divestitures, Sinclair has had numerous meetings and discussions with the FCC’s Media Bureau to make sure that they were fully aware of the transaction’s structure and basis for complying with FCC rules and meeting public interest obligations. 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. All relevant agreements documenting such terms as required by FCC rules have been filed. While we understand that certain parties, which oppose the transaction object to certain of the buyers based on such buyers’ relationships with Sinclair, 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.
“While the structures put forth to the FCC throughout the process have all been in compliance with law and consistent with structures that Sinclair and many other broadcasters have utilized for many years with the full approval of the FCC, we have consistently modified the structure in order to address any concerns raised by the FCC. As a result and in light of the ongoing and constructive dialogue we had with the FCC during the past year, we were shocked that concerns are now being raised. Nonetheless, we have decided to move forward with these additional changes to satisfy the FCC’s concerns.
“There can be no question regarding misrepresentation or character given that Sinclair has fully disclosed all terms of all aspects of the transactions it has proposed. The FCC’s reported concerns with sales to certain parties have been eliminated in light of the withdrawals of the applications relating to Dallas, Houston and Chicago. Accordingly, we call upon the FCC to approve the modified Tribune acquisition in order to bring closure to this extraordinarily drawn-out process and to provide certainty to the thousands of Tribune employees who are looking for closure.”
So what’s next for Tribune? Will it stick by the deal as it said it intends? We don’t know for sure yet, but it has until Aug. 8 and I already mentioned reasons to separate from Sinclair.
This video was made before Cox threw its assets into the ring.
Bloomberg notes, over the decades, Fox and Sinclair have been in business together, but the conservative organizations have also been rivals.
Sinclair owns dozens of local Fox affiliates. So does Tribune. Last year, Fox tried unsuccessfully to outbid Sinclair for Tribune.
In the meantime, the companies divide the retransmission fees paid by cable and satellite operators (meaning what you and I pay). Networks say local stations have more value because of them.
“By 1992, Congress found that cable systems were paying carriage fees to the non-broadcast channels but not to the broadcasters, and that this was unfair to the broadcasters.”
It’s why we pay for free local TV if we’re not watching with an antenna.
“Fox threatened to pull its affiliates from Sinclair and switch the stations to an independent broadcaster. Eventually, in order to satisfy regulators, Sinclair agreed to sell some Tribune stations to Fox, which, in turn, said it would renew Sinclair’s affiliation with more than two dozen stations.”
Now, Fox may be able to buy even more stations.
And “Sinclair may soon compete with Fox News for right-leaning TV viewers” may not come to pass. It has reportedly been talking about hiring former Fox News stars to create a block of conservative programming using WGN America, which it would acquire, or The Tennis Channel, which it already owns. Former Trump advisor Boris Epshteyn and former CBS correspondent Sharyl Attkisson already work for Sinclair. Politico reported Sinclair has even approached current and former Fox talent such as Jeanine Pirro, and Greta Van Susteren and Eric Bolling. I already wrote Talks with former Fox host Bill O’Reilly fell apart. Sinclair won’t admit to any of that.
Also, the Justice Department appealed the ruling that let AT&T buy Time Warner. That’s good for Fox at the moment because it involves Fox News Channel rival CNN, and may have kept Comcast/NBC from buying most of Fox, as it downsizes to become “New Fox.” Murdoch prefers Disney/ABC buying the assets, which the government already approved, and “the Murdoch family would see more tax benefits in that deal.”
So what’s President Trump’s beef? You already read about his relationship with Sinclair.
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!
Tuesday night, he tweeted it was “sad and unfair that the FCC wouldn’t approve the Sinclair Broadcast merger with Tribune,” but Republicans control the FCC, he appointed Ajit Pai as chairman, and Pai has been accused of being too cozy with Sinclair. But except for appointments, the FCC is independent from the White House.
Deadline reported Sinclair commentator Boris Epshteyn, who used to work for Trump, is for the deal. So is Steve Bannon, who got friendly with Sinclair stations in swing states before the election. And Trump has to like Sinclair’s publicity.
The only Democratic FCC commissioner at the moment tweeted her response to the president with just one word: disagree.
But Trump’s friend Rupert Murdoch – who also owns TV stations and the pro-Trump Fox News Channel – is said to be against the merger. That would be especially so if Sinclair starts putting conservative news on cable through WGN America and The Tennis Channel. Trump is so chummy with Murdoch, he called in December to congratulate him on the Disney-21st Century Fox deal.
I wrote another friend, NewsMax chief Chris Ruddy, is definitely against Sinclair-Tribune, as well.
Furthermore, the president compared Sinclair-Tribune to letting “Liberal Fake News NBC and Comcast (get) approved” which happened under the Obama administration and FCC. Trump criticized it as being too big.
He didn’t mention it’s on the level of AT&T-Time Warner, which a federal judge recently allowed but the Justice Department is appealing.
The difference between Sinclair-Tribune and Disney-Fox – and NBC-Comcast and AT&T-Time Warner – is that the first pair involve companies that make content but don’t distribute it. In the second pair, NBC and Time-Warner make content, but Comcast and AT&T actually distribute it — Comcast through cable and AT&T by DirecTV satellite, both of which are paid subscription services.
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!
That was at 6:34am. Keep in mind, a great number of Sinclair’s stations are affiliated with the networks.
Then, at 6:58, Trump took on CNN…
Check out the fact that you can’t get a job at ratings challenged @CNN unless you state that you are totally anti-Trump? Little Jeff Zuker, whose job is in jeopardy, is not having much fun lately. They should clean up and strengthen CNN and get back to honest reporting!
Once again, false. The personal political beliefs of CNN's employees are of no interest to us. Their pursuit of the truth is our only concern. Also, Jeff's last name is spelled Z-U-C-K-E-R. Those are the facts. #FactsFirst🍎
CNN reports some Sinclair journalists said they were unhappy with President Trump’s portrayal of the company as “conservative” because they want to be recognized for their straight-forward, nonpartisan work. Despite their stations being forced to air pro-Trump commentaries and stories, most journalists at local stations don’t want to be labeled by the president or anyone else.
As for Sinclair’s claim of more localism if the deal goes through, FTVLive’s Scott Jones found Sinclair station WSYX-Columbus, Ohio, doing a series of reports called “Gator Week” (as opposed to Shark Week, that has been on the Discovery Channel since 1988). Still, Jones thought it was “odd” considering “you don’t see many alligators in Ohio.” Then, he found out about other Sinclair stations doing the same thing, “including WGXA (Macon, Ga.), WPMI (Mobile, Ala.), WPEC (West Palm Beach) and others.” He joked he wasn’t sure it was a must-run.
I, myself, found Shark Week on a retweet from the Cunningham Broadcasting station in mid-Michigan. Maybe WBSF was allowed to go a different route.
WBSF’s “About” section says it’s “owned and operated by Cunningham Broadcasting Corporation and receives certain services from an affiliation of Sinclair Broadcast Group.” So there are three terms/phrases: owned, operated, and “receives certain services from an affiliation of Sinclair Broadcast Group.” Maybe that’s because just above, it says to send all press releases to news@nbc25news.com. So maybe “certain services from an affiliation of Sinclair Broadcast Group” includes press releases.
But wait!
Below, there are nbc25news email addresses for comments, webmaster (the Sinclair owned, operated, and apparently “affiliated” websites all look similar), contests and weather.
And below that are Sinclair (sbgi.net) email addresses for corporate, two for national advertising, and the secondary person for closed-captioning concerns.
So maybe those are all the “certain services from an affiliation of Sinclair Broadcast Group.”
That’s all very interesting since I knew Sinclair controlled two other stations in the same location!
NBC affiliate WEYI has on its “about” section (with the same look) that it’s “owned and operated by Howard Stirk Holdings, LLC and receives certain services from an affiliation of Sinclair Broadcast Group.” That entire phrase is merely a substitution for Armstrong Williams’ company and we established in my last post that WEYI is one of a few Howard Stirk stations run by Sinclair. They also use the nbc25news email, but it’s more appropriate here.
Then there’s Fox affiliate WSMH that has on its “about” section (with the same look, of course) that it’s – wait for this! – actually “owned and operated by Sinclair Broadcast Group.” The email addresses are all wsmh.com. The “receives certain services” phrase is not there.
I did notice after the paragraph with the name of the owner, etc., and ties to Sinclair, is another called “Community Involvement.”
What’s funny is that all three stations start with “The owner and Sinclair Broadcast Group, LLC. continue to broaden its recruiting outreach…”
That means “the owner” can be whichever company actually holds the station license and it’s not named here, just referred to as “the owner,” out of laziness.
But what’s especially funny here is saying “The owner and Sinclair Broadcast Group” when Sinclair is really the owner!
But seriously, how does Sinclair operate the three stations with the same address, etc.? We learned in my last post that’s not allowed in Baltimore, with Sinclair, Cunningham and Deerfield Media. In fact, in Nov., 2012, TVNewsCheck reported the situation as “a virtual triopoly.”
The FCC’s webpage called Broadcast Ownership Rules clearly states in its section, Local TV Multiple Ownership:
“An entity is permitted to own up to two TV stations in the same Designated Market Area if either:
“The service areas – known as the digital noise limited service contour – of the stations do not overlap
“At least one of the stations is not ranked among the top four stations in the DMA (based on audience share), and at least eight independently owned TV stations would remain in the market after the proposed combination”
That’s the summary in its entirety! The stations cover the same area. An old website reports “eight full-power television stations in the Flint-Saginaw-Bay City market,” the others being CBS and ABC affiliates, two PBS affiliates and a religious broadcaster.
And the NBC, Fox and CW stations are controlled by the same company, for all intents and purposes. I’d bet the CW station is not in the top four rated, but the rules are for an entity “to own up to two TV stations” – just two!
“Its mishandling of its merger application has badly stained its permanent FCC record in a way that could greatly complicate its future regulatory dealings. … And a liar is what the FCC has accused Sinclair of being by obfuscating the fact it would continue to control three major market stations that it told the FCC it would spin off to other broadcasters to comply with ownership limits.
“You see, the FCC acts on the honor system. It presumes that you are obeying all the rules and expects you to confess any infractions. It’s the principal way the FCC polices those it regulates. That’s why lying – the ever-polite FCC calls it “misrepresentation” or “lack of candor” – is taken seriously and is the FCC equivalent of a capital crime. … As the lawyers pointed out to me this week, once indicted for misrepresentation as Sinclair has now been, it sticks because it goes to the broadcaster’s basic character qualifications to be a licensee. It cannot buy or sell a station or even renew a license until it resolves the character question. Sinclair’s best move now is to walk away from the merger and promise, no, swear on a stack of Bibles, that it will never, ever mislead the FCC again.
“Sinclair has no one but itself to blame for this fiasco. It pushed too hard to keep as many of the Tribune stations as it could and somewhere along the line lost sight of the larger goal – get the transfer through the FCC and get to closing. … (David Smith) kept going back to the FCC (and the Justice Department) demanding more and more. Ironically, he will likely end up with nothing, except maybe a new set of regulatory hassles.”
“never seen such ‘harsh’ language from the FCC about an applicant for a merger. The ‘vitriolic’ tone of the FCC statement makes it dubious that Sinclair and Tribune will be able to come back with divestitures that will satisfy the FCC.”
Bottom line: Anyone who knows me knows I can be tough, especially on myself. The people who run and invest in the nation’s largest media company have been breaking rules all over the place for many years. It’s time the FCC gets extremely serious so it’s taken seriously when protecting the public interest from those using the public airwaves.
Does anyone remember the RKO situation? Have a seat and look for similarities. (I wrote this with information from several Wikipedia listings.)
1962 logo
RKO General was the main holding company through 1991 for the non-core businesses of the General Tire and Rubber Company.
It had been in broadcasting since 1943, and General Tire bought the RKO Radio Pictures movie studio in 1955, but dissolved it in 1959. From then until 1991, it operated six TV stations and more than a dozen radio stations. It also holds the record for the longest licensing dispute in television history.
The trouble began in 1965. RKO General applied for license renewal of KHJ-TV in Los Angeles (now KCAL-Channel 9). A local group, Fidelity Television, challenged it, charging RKO with second-rate programming, and later and more seriously, that General Tire conditioned its dealings with certain vendors on the basis they’d buy advertising time on RKO General stations. These “reciprocal trade practices” are considered anti-competitive. RKO and General Tire executives testified before the FCC and rejected the accusations. Four years later, in 1969, the commission issued an initial finding that Fidelity’s claims were correct.
That same year, RKO faced a license challenge for WNAC-TV in Boston (now WHDH-Channel 7, not to be confused with the old WHDH-Channel 5), again charged with reciprocal trade practices.
Four years later, in 1973, the FCC ruled in favor of RKO in the Los Angeles case, pending findings in the still-ongoing Boston investigation. The next year, in 1974, when RKO applied for license renewal of WOR-TV in New York (now WWOR-Channel 9, technically Secaucus, NJ), the FCC conditioned the renewal on the Boston case as well.
SIDEBAR: Another Boston FCC case lasted 15 years – not the record, but from sign-on to sign-off – and involved the former WHDH-Channel 5. The DuMont Television Network applied for a construction permit for the channel, but shut down its network before getting it. The Boston Herald Traveler Corporation got the license, signed on in 1957, and shortly after, the FCC started investigating allegations of impropriety in the granting of the television license. (Allegedly, the controversy was over luncheon meetings the newspaper’s chief executive had with an FCC commissioner during the original licensing process.) So the old channel 5 (WHDH) never had a license longer than six months at a time while the standard was three years.
ABC-TV’s Video ID w/WCVB-TV Boston Byline – Late 1977
Eventually, the FCC ordered comparative hearings and in 1969, a local group called Boston Broadcasters was granted a construction permit for a new station on channel 5 called WCVB after it promised to air more local programming than any other station in America at the time. That’s even though the old channel 5 (WHDH) often broadcast more local programming than any other commercial TV station in Boston. Herald-Traveler Corporation lost its court case in 1972 and WCVB went on the air in its place. Luckily, everyone on the old channel 5 moved to the new channel 5 which still broadcasts from the suburb of Needham, since the old WHDH-TV refused to sell its studios, transmitter and tower to the new WCVB, which is now owned by Hearst.
NOW BACK TO THE STORY: In June, 1974, an administrative law judge renewed the WNAC-Channel 7 Boston license even after finding General Tire and RKO General had engaged in reciprocal trade practices. In December, 1975, a company competing for the license called Community Broadcasting asked the FCC to revisit the case. It alleged General Tire bribed foreign officials, maintained a slush fund for U.S. political campaign contributions, and misappropriated revenue from overseas operations. RKO denied all the allegations during a year-and-a-half series of proceedings. Then, in July, 1977, General Tire admitted to an eye-popping litany of corporate misconduct, including the bribery and slush fund charges, in order to settle an action brought by the Securities and Exchange Commission. But the TV situation wasn’t over yet. Still, the RKO proceedings dragged on!
Finally, in 1980, after a half-decade of hearings and investigations, the FCC stripped RKO of WNAC’s license. It found RKO “lacked the requisite character” to be the station’s licensee and gave as examples, the reciprocal trade practices of the 1960s, false financial filings by RKO, and General Tire’s gross misconduct in non-broadcast fields.
But the worst was RKO’s dishonesty before the FCC. During hearings, RKO withheld evidence of General Tire’s misconduct, including the fact the SEC had been investigating the company in 1976. RKO also denied it had improperly reported exchanges of broadcast time for various services, despite indications to the contrary in General Tire’s 1976 annual report. So the FCC found RKO had displayed a “persistent lack of candor” over its own and General Tire’s misdeeds, which threatened “the integrity of the Commission’s processes.” That FCC ruling meant RKO lost the KHJ-TV Los Angeles and WOR-TV New York licenses as well.
RKO appealed to the District of Columbia U.S. Court of Appeals, which upheld the revocation solely on the basis of RKO’s lack of candor. It wrote in its opinion, “[t]he record presented to this court shows irrefutably that the licensee was playing the dodger to serious charges involving it and its parent company.” But the court interpreted the candor issue so narrowly that it applied only to WNAC-TV, and ordered rehearings for WOR and KHJ. RKO General appealed again, this time to the U.S. Supreme Court. In 1982, SCOTUS refused to review the license revocation, and it was over. RKO General sold WNAC’s assets to New England Television (NETV), a new company from the merger of Community Broadcasting and another competitor for the license, the Dudley Station Corporation. The FCC granted a full license to NETV on channel 7, which it renamed WNEV-TV. Since then, the station changed its call letters to WHDH-TV, had low ratings, and was sold to Ed Ansin’s Sunbeam Television Corporation. (This WHDH has no relation to the old WHDH-Channel 5.)
It could’ve been worse. In 1983, the FCC began taking competing applications for all of RKO’s broadcasting licenses, but Congress passed a law sponsored by Sen. Bill Bradley requiring the commission to automatically renew the license of any commercial VHF-TV station relocating to a state without one, meaning New Jersey and Delaware. Two months later, RKO General officially changed WOR’s city of license from New York to Secaucus, NJ, where it remains on paper. The FCC made the station move its main studio there and step up coverage of events in the Garden State. Still, WOR maintained its identity as a New York station. (It’s now owned by Fox, which also owns WNYW-Channel 5, and got rid of channel 9’s newscasts.)
In 1984, RKO sold its Radio Networks operation to United Stations. In 1986, under pressure, RKO put WOR up for sale. MCA/Universal won the bidding war and the FCC approved the purchase. In 1987, MCA changed the call letters to WWOR. (Remember the slogan Universal 9, about 15 years before NBCUniversal was formed?)
RKO was lucky it sold WOR. In 1987, an FCC administrative law judge found it unfit to be a broadcast licensee due to a long history of deceptive practices he called the worst case of dishonesty in FCC history, and ordered RKO to surrender the licenses for its two remaining two TV stations and 12 remaining radio stations. RKO declared all of the employees responsible for the misconduct had been fired and appealed, claiming the ruling was deeply flawed. But the FCC made it clear it would probably reject any appeals and strip the licenses, and urged RKO to sell everything before that became necessary.
In 1988, under an FCC-supervised deal, the license of KHJ-Los Angeles was granted to Fidelity, the company that had originally challenged RKO General. Fidelity then transferred it to Disney, before it bought ABC, for $324 million. RKO got about two-thirds and Fidelity got the rest. By 1991, everything was sold. (Fort Lauderdale-Miami’s WAXY-FM 105.9 – which labeled itself “an RKO radio station” before giving its call letters, near the end – was sold in 1990. That was 28 years ago! Unbelievable!)
“When people are making comparisons between your station group and RKO General, you know you have screwed up.”
I think there are too many changes going on in the industry right now as technology improves so quickly. Jessell mentioned certain former FCC commissioners would’ve gone the RKO route with Sinclair. I agree because now more than ever, broadcasters use the public airwaves and must pay us back with public service under tougher rules than its competitors. And the FCC needs complete and total honesty, with so much on its hands.
Sinclair needs to be brought down similarly for all it has done, with the same family as owners and no concern for anything but profit over the decades. The stations should be separated. Local broadcasters or broadcasting groups with no other industry interests should be given first shot at the stations. Then, they can hire experienced people with original ideas, and decisions would be made right there in the studio building.
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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.
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.
Rupert Murdoch, Wikimedia Commons
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, “assuming it would get its way;” and even behind-the-scenes influence from rival Fox Broadcasting owner Rupert Murdoch.
What finally did the deal in was,
Ajit Pai (Wikipedia)
“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.
“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. … 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.
I wrote,
“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.”
Also,
“Sinclair 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.”
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!”
#WeAreSinclair: “We will be just as committed to local news there as we are in our other successful markets.” I've seen some of their other stations and don't buy it. #phl17https://t.co/OKuHDXUp7k
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.
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 – which carries most Sunday NFC games – 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.”
Then, naturally,
“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.
I explained,
“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.
Also,
“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.”
Plus,
“People strongly opposed to the mega-deal argue it would reduce the number of voices in media and diminish coverage of local news.”
And,
“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.’”
“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 Tribune’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.”
“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.
“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.”
“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.”
“Sinclair would not only continue to operate the stations and receive the lion’s share of their revenue, but the sale agreement with both buyers gives Sinclair an option to buy the stations back within eight years. That’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.”
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.”
“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 Trump’s talking points against the rest of the media.
You’ll remember,
“I’m [we are] extremely proud of the quality, balanced journalism that [proper news brand name of local station] produces. But I’m [we are] concerned about the troubling trend of irresponsible, one sided news stories plaguing our country.
“The 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 ‘exactly what people think’ … This is extremely dangerous to our democracy.
“We understand Truth is neither politically ‘left or right.’ Our commitment to factual reporting is the foundation of our credibility, now more than ever.”
Blame it on Scott Livingston, Sinclair’s senior vice president of news, who wrote in a statement to CNN:
“Promo messages, like the one you are referring to, are very common in our industry. … “This promo addresses the troubling trend of false stories on social media [Livingston’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.”
CNN also went into great detail about how the promos were supposed to “look and sound.”
“Talent should dress in jewel tones — however they should not look political in their dress or attire. … 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 men…females should wear yellow, gold, magenta, cyan, but avoid red, blue or purple.”
“At the end of the promo, viewers are encouraged to send in feedback ‘if you believe our coverage is unfair’ and ‘Corporate will monitor the comments and send replies to your audience on your behalf,’ so ‘In other words, local stations are cut out of the interactions with viewers. Management will handle it instead.’”
I gave my opinion on the whole propaganda problem:
“TV stations should be run by their general managers who live in and are part of the community. And this is exactly the opposite. … It shouldn’t matter much whether GMs come from the sales side or the news side, as long as they’re serving the public interest. There should be hardly any interference from a major corporation’s headquarters.”
I reminded readers, “Sinclair ordered all of its ABC stations not to air April 30, 2004’s episode of Nightline in which Ted Koppel read the names of the more than U.S. troops killed in action in the Iraq war,” how Sinclair said the Nightline program
“appears to be motivated by a political agenda designed to undermine the efforts of the United States in Iraq. … Mr. Koppel and Nightline 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,”
and how the company’s lawyer Faber confirmed his company told its ABC affiliates not to air the program because,
“We find it to be contrary to public interest.”
Vietnam veteran and prisoner of war, Sen. John McCain (R-Arizona) disagreed. He wrote in a letter to David Smith:
“Your decision to deny your viewers an opportunity to be reminded of war’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. … It is, in short, sir, unpatriotic. I hope it meets with the public opprobrium it most certainly deserves.”
Regardless of politics, whose opinion on “public interest” would you support, John McCain’s or David Smith’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 Sun reporting he was arrested “and charged with committing a perverted sex act in a company-owned Mercedes” in August, 1996. It happened “in an undercover sting at Read and St. Paul streets, a downtown corner frequented by prostitutes.” Smith and Mary DiPaulo “were charged with committing unnatural and perverted sex act.” Police said “they witnessed the two engage in oral sex while Smith drove north” on Baltimore’s Jones Falls Expressway. Neither Sinclair nor its local flagship station WBFF-45 would comment. 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,
“According to campaign finance records, four of Sinclair’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.”
“Most notoriously, the company ordered its stations to air a documentary critical of Democratic presidential candidate John Kerry right before the 2004 election. … After an uproar, the stations ended up airing just a few minutes of the documentary, Stolen Honor: Wounds That Never Heal, as well as excerpts from a pro-Kerry documentary and interviews with veterans.”
The article continued,
Official White House Photo
“In 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 “displays tendencies some would call socialist” and claimed the president had accepted campaign donations from Middle Eastern terrorist organizations.
“In 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 ‘election special’ produced by Sinclair that was biased against Democrats.”
Therefore, I wrote,
“It appears Sinclair’s owners are far right-wingers using their assets (and our airwaves) to get what they want politically. That’s not the public interest.”
Neither is Sinclair being the king of the “must-runs,” which The New York Times reported in May arrive every day at its TV stations. The paper defined them as
“short 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.”
Again, so much for local control over content! The Times gave these examples:
“Since November 2015, Sinclair has ordered its stations to run a daily segment from a ‘Terrorism Alert Desk’ 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 Party was historically pro-slavery. More recently, Sinclair asked stations to run a short segment in which Scott Livingston, the company’s vice president for news, accused the national news media of publishing ‘fake news stories.’”
And it described a Seattle station the company bought less than five years earlier,
“Eight current and former KOMO employees described a newsroom where some have chafed at Sinclair’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.
“The 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.
“Those 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.
“In late 2013, for instance, after The Seattle Times wrote an editorial criticizing Sinclair’s purchase of KOMO, Sinclair ordered KOMO to do a story critical of the newspaper industry, and of The Seattle Times in particular, according to two of the people interviewed.
“KOMO journalists were surprised in January when, at a morning planning meeting, they received what they considered an unusual request. The station’s news director, who normally avoided overtly political stories, instructed his staff to look into an online ad that seemed to be recruiting paid protesters for President Trump’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.
“Only 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.”
Livingston, the company’s vice president for news, told The Times,
“We work very hard to be objective and fair and be in the middle. … I think maybe some other news organizations may be to the left of center, and we work very hard to be in the center.”
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. That’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 they’ve ever been to Toledo, know anything about it, its history, what’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.
Mark Hyman
Sinclair had its former Vice President for Corporate Relations Mark Hyman give “must air” right-wing commentaries for years and then hired former Trump campaign spokesman 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, don’t forget 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.
“Sinclair’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.”
Then I scrutinized prices for Tribune stations Sinclair was buying versus past station sales and wrote,
“I 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.”
Back on March 23, we thought we’d learned the fates of seven more TV stations that would’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, The Armstrong Williams Show. Williams is also the largest African-American owner of television stations in the U.S.
Williams had been in business with Sinclair – a corporation with overtly and pushy conservative leanings – before, but this time looked different.
The backstory is that Williams helped Sinclair buy Barrington Broadcasting. He got NBC affiliate WEYI-TV in Flint-Saginaw-Bay City, Mich., and CW affiliate WWMB in Myrtle Beach-Florence, S.C., BUT according to Wikipedia,
“Both stations remain operated by Sinclair under a local marketing agreement, which resulted in allegations that the company was simply acting as a ‘sidecar’ 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.”
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&T’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 that’s because Fox owns Fox News Channel, which Trump likes, and Time-Warner owns CNN, which the president does not like.
Don’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 would’ve been similar, with a content creator and a content provider.
Then I went over the FCC’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.
“a series of Form 314 filings have been made with the FCC indicating the divestiture of up to 23 broadcast television properties by Sinclair.”
The stations – from both Sinclair and Tribune – were put in the trust “for the purpose of removing them from the licensee” – in other words, to be sold off.
According to RBR+TVBR, Sinclair noted stations were placed in the divestiture trust
“in order to retain flexibility, based on the outcome of Sinclair’s request to own two top-four stations in this market, to determine which station, if any, will be placed in the Trust.”
That’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 could’ve helped those news anchors at Sinclair-run stations who didn’t want to look into a camera and read that corporate promotional nonsense during newscasts. I think a union would’ve helped the journalists keep the business people in their place, which is out of the newsroom.
The Seattle Post-Intelligencer — which properly discloses “KOMO News and SeattlePI have a content-sharing agreement” — called that script
“the next step in the company’s plan to undermine non-Sinclair outlets.”
“The claim of balanced reporting is undermined by must-run segments like the one about the ‘Deep State’ that ran during KOMO’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 ‘Deep State’ attempting to undermine the U.S. government.
“That segment was produced by Sinclair’s Kristine Frazao, who before coming to Sinclair was a reporter and anchor for the Russian-government funded news network RT, described as ‘the Kremlin’s propaganda outlet’ by the Columbia Journalism Review.
“Sinclair also requires stations to run segments from Boris Epshteyn, a Russian-born former Trump adviser who now serves as Sinclair’s chief political analyst. Epshteyn recently produced stories with titles like, ‘Pres. Trump deserves cabinet and staff who support his agenda, yield successes’ and ‘Cable news channels are giving way too much coverage to Stormy Daniels.’”
This all made me wonder when it’s time to jump ship, like WMAQ’s Carol Marin did in Chicago in 1997 when Jerry Springer started giving commentaries on her newscast. The New York Times called her “one of that city’s most popular and respected television news anchors.” Her co-anchor also quit.
I ended with New York magazine publishing a piece titled “Local news is turning into Trump TV, even though viewers don’t want it” describing — without repeating what’s above — how
“Trump’s handpicked FCC chair, Ajit Pai, spent much of last year dismantling regulatory obstacles to media consolidation — including two rules that stood in the way of Sinclair’s desired merger with Tribune Media.”
Then it presumed “Sinclair has repaid this favor with interest” and asked “Why has Sinclair’s programming become more right-wing, even as it has expanded into more left-leaning media markets?”
According to Bloomberg, the day before, the statement takes “aim at the integrity of other U.S. media outlets.”
That left many – myself included – wondering why some of the company’s journalists with credibility didn’t just quit doing what they’re told, despite the fact they hate everything about it, personally and professionally? Wouldn’t you have more respect for someone who uses their conscience and just says no, regardless of the consequences?
Bloomberg reported,
“The short answer is the cost may be too steep. According to copies of two employment contracts reviewed by 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.”
Can you imagine?
And that right to enforce the liquidated damages clause isn’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 there’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 don’t forget journalists are natural storytellers.
Mediaite reported in Portland, Ore., the general manager issued an internal memo instructing his staff not to answer questions from anyone contacting them! FTVLive’s Scott Jones got a copy of the memo, which said most callers “likely haven’t actually watched and don’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.” Click here to see it.
Despite what you read, President Trump tweeted twice he’s a fan of Sinclair.
So funny to watch Fake News Networks, among the most dishonest groups of people I have ever dealt with, criticize Sinclair Broadcasting for being biased. Sinclair is far superior to CNN and even more Fake NBC, which is a total joke.
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!
Actually, this isn't funny at all. None of it. When media giants gobble up local news stations, there are repercussions. And since you brought it up first this morning, will your admin green light the Tribune buyout? https://t.co/9Udm54LLOx
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.
In response to the Sinclair message aired: "WMSN/FOX47 Madison did not air the Sinclair promotional announcement during our 9pm news this weekend. Rather, we stayed true to our commitment to provide our Madison area viewers local news, weather and sports of interest to them." pic.twitter.com/9rcpliT7tD
“Some employees have spoken out about their frustration at having to parrot the conservative politics of their employer,” but also, “Others say they’d like to do more, but they’re wary due to what they say is Sinclair’s policy and practice of closely monitoring its employees.”
Also, “There’s a lot held over us,” a journalist at a Sinclair affiliate told HuffPost on the condition of anonymity. “They pay attention to what websites we’re on.”
Plus,
“Sinclair employees say their parent company often pays especially close attention to its affiliates’ editorial activities, meddling in how they present their stories and graphics, and sometimes going so far as to delete offensive comments on an affiliate’s online articles before that station’s own web editors have a chance to do so.”
So a huge THANK YOU to everyone who has done their part to fight for what’s right. I hope they all still have their jobs, or moved on to something better. Unfortunately, I don’t think that was the case in Portland, Ore.
“many 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.”
Poynter noted,
“The study comes just as many are raising concerns about a coordinated effort by one major owner of TV stations that forces its anchors to record a segment about ‘the troubling trend of irresponsible, one-sided news stories plaguing our country.’”
The researchers examined 7.5 million transcript segments from 743 local news stations and saw huge differences between other stations, and outlets owned by Sinclair.
“The authors found Sinclair stations, on average, carried about a third less local politics coverage and a quarter more national politics … (including) commentaries the stations are forced to run by former Trump official Boris Epshteyn.”
Again, how can they claim they’re good for localism?!
As for what’s next, according to Pai, “In particular, Commissioner [Michael] O’Rielly is now leading an effort to update our children’s television rules so that they better reflect the way that kids watch video these days, and I look forward to getting his recommendations.”
Jessell said O’Rielly got
“a call from an Ohio broadcaster who said his plans for a Saturday morning news program were ‘derailed’ by the need to make way for children’s programming.”
I don’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 children’s programming anyway? That’s just my two cents.
Also from Jessell:
“Pai 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.”
So much for helping the poor and the children! Ain’t government great?!
On May 4, I published the massive “Media mega-merger may be moving closer, impacting Miami” because we learned the biggest news for a local TV market if Sinclair and Tribune would’ve merged would’ve been Miami/Fort Lauderdale (of course!).
A week earlier, TVNewsCheck‘s Harry Jessell noted,
A number of stations would have to be sold and I’d already explained TV ownership limits, with four rules in play: 1. national TV ownership, 2. local TV multiple ownership, 3. the number of independently owned “media voices” – 4. and at least one of the stations is not ranked among the top four stations in the DMA (that’s the “designated market area” 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.
“an independent television broadcast company that, together with its subsidiaries, owns and/or operates 20 television stations in 18 markets across the United States.”
“The Smith family, which includes brothers David, Robert, Frederick, J. Duncan and a flurry of family trusts, is worth a combined $1.2 billion, 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,” it read.
“Revenues 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,” it continued.
Forbes quoted Daniel Kurnos, an analyst at Benchmark Capital, as saying, “Sinclair plays some of the hardest ball of anyone,” 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 – Baltimore, Pittsburgh and Columbus – to what it is now.
“To ‘purely make money’ 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.
“I believed that certain things were going to happen in the television industry, the most important being consolidation,” David told Forbes in 1996.
So much for public service!
Then came the controversial Cunningham, arguably rigging the system.
“In 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. 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.”
So Cunningham really isn’t independent, as its website claims!
“The 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).
“In 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 Glencairn’s KRRT(TV) Kerrville, Tex., violates the commission’s prohibition against common ownership of two local stations. (The rules were more strict then.)
“‘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,’ the group told the FCC.”
“Sinclair Broadcasting exercised illegal control of business partner Glencairn Ltd., the FCC found Monday after three years of investigating the companies’ relationship.
“Each 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.
“The 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.
“Democratic 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.
“Sinclair has repeatedly ‘stretched the limits’ of FCC ownership rules, he said.”
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.
“Cunningham 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.”
Bonten’s Tri-Cities stations, from the signature below my work email
Another dead giveaway is that Cunningham is based at 2000 W. 41st Street, Baltimore MD 21211 and coincidentally, Sinclair flagship WBFF-45 (Fox affiliate) has the same address!
Deerfield, with apparently no website of its own (so see Wikipedia’s take), is another of the shell companies, formed in 2012 but not involved in the proposed Tribune transaction.
“For years (before 2012), Fox Television Stations’ WUTB Baltimore gave Fox considerable leverage in its sometime contentious affiliation negotiations with Sinclair Broadcast Group.
“If 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.
“But last May, Fox relinquished that leverage 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.
“Sinclair is now exercising that option by assigning it to a third party, Deerfield LLC.
“According 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.
“The 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.”
But Sinclair and Deerfield were already in cahoots.
“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.
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 buyer…
HSH stands for Howard Stirk Holdings, and is owned by Armstrong Williams. That’s now mostly true.
“adopted a new rule restricting joint sales agreements (JSAs) between television broadcasters in the same market.”
He claimed,
“It 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.”
But there’s more.
“Armstrong Williams talked about the impact of a March 31, 2014, Federal Communications Commission (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 “sidecar” deals. Mr. Armstrong, 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.”
“The FCC, backed by the Obama administration Justice Department, argues that broadcasters have used the shared-service, or “sidecar,” 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.”
It seemed every article in HSH’s News section 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. They’re actually his only stations run by Sinclair and remember, at the time, his company was accused of “acting as a ‘sidecar’ of Sinclair to skirt FCC ownership rules.”
But that was then.
A year later, he actually, really 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.
Sinclair already owns KDNL (ABC) and would also own Tribune’s KTVI (FOX). 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.
Politico 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 own if regulators approve, 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 of TVNewsCheck was more direct, saying all Sinclair
“has 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.”
That’s where I wrote,
“Those 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!”
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?
“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.)”
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.
“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.
“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.”
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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Then, just a few years ago, the same thing happened with Sunbeam’s WHDH in Boston. Ansin refused to sell to NBC so the peacock invented a station pretty much from scratch to put its programming. Since Boston already had a Fox affiliate (Miami’s went to CBS in 1989), WHDH is now completely independent, without a network, and worth much less.
So Fox has been selling off assets but is interested in buying TV stations (with a deal to buy several from Sinclair after its merger with Tribune that fell through) and rights to live programming, especially sports and especially the National Football League. In the past, Fox wanted stations in cities with NFC teams because it broadcasts NFC team away games on Sunday afternoons. Then, it bought the rights to Thursday Night Football, which includes the whole league, so now it’s interested in stations in cities with AFC teams, like the Miami Dolphins.
WPLG had the best coverage, with the right block and video with a reporter at the scene during its newscast which ended at 6:30, but supposedly the latest was on a different reporter’s personal, private Facebook page. We never met, but I went to school with his brother years ago, so he was from the area and had contacts. I found out about his Facebook coverage when I got a call from one of our dozens of mutual friends (28, to be exact), and asked him about it – on Facebook.
Two years of NFL ratings declines are over. This season, the National Football League improved its overall deliveries by five percent. In fact, 34 of the top 50 most-watched broadcasts were NFL games, and so were 61 of the top 100. Three of Fox’s “
FTVLive got a Sinclair internal document that laid out their plans for their 
Columnist Harry A. Jessell making predictions, including whether 
Poor Andy Cohen! (No relation.) 
A new round of 
The Justice Department reportedly decided not to ramp up an investigation into Comcast buying NBCUniversal, seven years ago. That’s even though President Trump had doubled-down on his criticism of the merger as anti-competitive. In a consent decree, Comcast agreed not to withhold NBC programming from rival cable companies or video streaming services, but that expired in September. The DOJ had said it was still monitoring Comcast a month earlier, in August. 
I’ve written about the FCC loosening rules and one that’s still around really bothers me when broken. So I emailed this letter to the Media Bureau, Policy Division, EEO Branch, where I’m sure somebody will read it when the government shutdown ends:
The government shutdown is having an impact on meteorologists. Meteorologist Brittney Merlot at KQDS in Duluth said, “As a meteorologist, an important reading we need this time of year is the water temperature. It helps us determine lake effect snow and also monitor lake ice formation.” But they’re not getting it from the Coast Guard. 
How 
September’s blog numbers were high with more than a thousand views, despite the fact I only published four posts. (I know. I have to do better on that. And I can’t complain about the time, but each takes many hours to get – hopefully – just right!)
Last December, the Federal Communications Commission under President Trump’s appointed chairman Ajit Pai repealed many 
But luckily, denying all Americans equal access to a free and open internet got very controversial. Friday, California lawmakers passed a bill what Variety called “the strongest government-mandated protections in the country” and it’s now on Gov. Jerry Brown’s desk. Brown hasn’t said whether he’ll sign it. But the FCC ’s repeal forbids states from passing their own net neutrality rules. If Gov. Brown signs California’s bill, this could go to court. Pai, a former Verizon lawyer (think Fios), claims net neutrality stifled investment and burdened ISPs with regulation. Since June, ISPs have been able to make changes as long as they’re disclosed. So far, 
And as you just read, the president also claimed NBC Nightly News anchor “Lester Holt got caught fudging” his tape on Russia, but the peacock network fought back and 
One thing Sinclair failed to do after telling the FCC it was withdrawing the deal was asking the administrative law judge, who FCC commissioners unanimously recommended look into Sinclair’s representations during the Tribune negotiations, to end his planned hearing. The FCC’s Enforcement Bureau said it had no problem if the hearing was terminated.
This is a world of bigger and bigger broadcasting companies – in part because of competition from cable, satellite and the internet – but as I’ve said about a million times, the broadcasters have special responsibilities since they use the public airways. And they need a tougher FCC to keep them, and the newer companies, in line.
Anyway, 
Are you hearing this, shareholders?
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.
A year later, in April 2018, 
The trouble began in 1965. RKO General applied for license renewal of KHJ-TV in Los Angeles (now KCAL-Channel 9). A local group, Fidelity Television, challenged it, charging RKO with second-rate programming, and later and more seriously, that General Tire conditioned its dealings with certain vendors on the basis they’d buy advertising time on RKO General stations. These “reciprocal trade practices” are considered anti-competitive. RKO and General Tire executives testified before the FCC and rejected the accusations. Four years later, in 1969, the commission issued an initial finding that Fidelity’s claims were correct.
Four years later, in 1973, the FCC ruled in favor of RKO in the Los Angeles case, pending findings in the still-ongoing Boston investigation. The next year, in 1974, when RKO applied for license renewal of WOR-TV in New York (now WWOR-Channel 9, technically Secaucus, NJ), the FCC conditioned the renewal on the Boston case as well.
Sinclair does not offer commentaries from the other side, but tells you the news programming their network-affiliated stations air is left-wing liberalism.
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).
