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.
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.)
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 (it had a deal to buy several from Sinclair after its merger with Tribune, which ended up falling 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.
That’s the case because I verified WBFS-Miami and WWOR-New York air the same shows from 8 to 10pm (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’s 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’s from the area and has 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 that have 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 a few times daily like someone with contacts who goes out in the field, working to uncover facts – or simply a trusted reporter who watches the news and has followers who depend on him.
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.
It was 20 years ago tonight. Not exactly. It was actually four days off, on Nov. 25, but what really matters is it was the night before Thanksgiving in 1998.
I had been producing the 11pm news at CBS affiliate WFSB-3 in Connecticut. It was my last newscast there, before moving to Philadelphia – and also the last weathercast for the legendary Hilton Kaderli, who retired that night.
In fact, Hilton and I just got off the phone. He and his family are doing great. He mentioned he had just been doing a bit of work in his study, and his wife is working on their Thanksgiving turkey as I publish this!
The reason for both of us leaving the same night was, back then, TV stations depended on Nielsen ratings. That company picked times around four months to measure viewership. Then, starting on a Thursday and ending on a Wednesday – every November, February, May and July – networks and stations would go all out to show you their best programming along with their sexiest, dirtiest, most dangerous and practically anything to get you to watch. No vacations were allowed, so the A-team would be on every newscast, every day and night.
In 1998 – for the first and last time, I believe – Nielsen ended the ratings period on the night before Thanksgiving rather than the week before, postponing or canceling news people’s vacation plans.
Stations still use those times to have their on-air people announce retirements, reveal health issues, and more to get you to watch – even though Nielsen now realizes there are more than four months in a year, and doesn’t ask randomly selected viewers to fill out diaries about what they watch anymore. Old habits are hard to break.
The 11pm news was arguably most important (financially, why else?) because it followed the network’s huge primetime audience, and had 35 minutes to fill commercials, rather than the typical 30 for a half hour. Stations would then sell ads based on the ratings for at least the next few months, while also looking at year-to-year. People’s jobs depended on good ratings.
This was my first job outside of Florida, my first time in New England cold and my first time living away from home (except for college).
Downtown Hartford was basically a dead center of a doughnut, but not the night before Thanksgiving. (Why weren’t we live from outside?) The day before Thanksgiving was still busy with travel. (Yes, we had a live picture.)
Since then, the station moved from there, two towns south to Rocky Hill. (Yes, Weathersfield and Rocky Hill are towns, while Hartford is a city!)
These days, Al Terzi – the dean of Connecticut TV news, who actually spent some time in West Palm Beach – moderates a weekly political show on WTIC-Fox 61. Denise D’Ascenzo is still at it at Channel 3 after 32 years (and will always be my shiksa sister!), but gets to drive home at a decent hour. No more Nightbeat for her! We can all see and hear Joe Tessitore on ESPN’s Monday Night Football.
I thank Tom Lowell, Steve Sabato and Deborah Johnson for the opportunity. I followed Tom up from Miami.
Plus, my friend Megan Robinson who followed me up and started producing weekend mornings, before becoming an executive producer in Charlotte. We went to dinner every Sunday night in a different town so we could study the state we covered.
Reporters Dennis House (now anchoring and also blogging, so I get a weekly email to keep up with the area!), Jennifer Watson (in Atlanta), Melissa Francis (Fox Business) and Susan Raff (still there!) found news or followed up on developing stories, sometimes live so late and further away than they would’ve liked to have been.
Assignment editor Andre Hepkins left WFSB and returned as a reporter. Now, he’s a big-time anchor in Baltimore. And Dana Luby kept getting promotion after promotion and recently went from long-time news director of the station to its general manager! Plus, Mike Guerrieri (Vice President of Creative Services at NBC’s Miami station) with the prime-time teases that kept so many viewers up longer than they would’ve liked.
Of course, I’ll never forget the late, great newscast director Jeff Bright. And I’ll never be able to mention everyone whose work went into making the newscast such a success, so please forgive me.
We were a #1 team. I should’ve made more of it. Come to think of it, I think I fought like hell with every one of the people mentioned at least once (except Gayle)! Every one of cared that much and made each other better.
I mentioned I ended up moving to Philadelphia. I stayed six years, returned to Miami for some time before getting back to Philadelphia (for Part B, as this post’s title suggests).
Click here for how The Hartford Courant reported that day.
Now, to the video!
1 of 3: Lots of touches I remember starting, the New England Patriots’ move to Hartford(!), Hilton’s memories, and perhaps a record number of municipalities mentioned in the first tease instead of the typical three
2 of 3: Michael J. Fox reveals he has Parkinson’s and Hilton’s final forecast
3 of 3: Sports, Hilton’s final good-bye and classic clips
(Why didn’t I get an on-air mention after 19-1/2 months?)
Gayle King’s friend Oprah joins Hilton on weather in 1992
And click here to read and watch the most memorable moment in WFSB history (at least involving Hilton)!
If you like 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’m also available for writing/web contract work. LinkedIn: https://www.linkedin.com/in/lennycohen
“terminated its $3.9 billion merger agreement with Sinclair Broadcasting and that it has filed a lawsuit for breach of contract.”
— UPDATE: Sinclair counter-suing Tribune, accusing its onetime takeover target of a “deliberate effort to exploit and capitalize on an unfavorable and unexpected reaction from the FCC to capture a windfall.” —
Tribune sued in Delaware Chancery Court. It’s asking for “approximately $1 billion of lost premium to Tribune’s stockholders and additional damages in an amount to be proven at trial,” according to TVNewsCheck.
— UPDATE: The FCC inspector general cleared Chairman Ajit Pai of being unfairly biased in favor of the Sinclair Broadcast Group–Tribune Media merger. —
“Tribune claimed that Sinclair used ‘unnecessarily aggressive and protracted negotiations’ with the Department of Justice and the FCC over regulatory requirements and that it refused to sell the stations it needed to in order for regulatory approval.”
In the filing, Tribune said:
“Beginning in November 2017, DOJ repeatedly told Sinclair that it would clear the merger if Sinclair simply agreed to sell stations in the 10 markets the parties had identified in the merger agreement. DOJ’s message to Sinclair could not have been clearer: if Sinclair agreed to sales in those 10 markets, ‘We would be done.’”
“Broadcasters may own stations that reach 39 percent of U.S. households – but how that audience is measured has been in dispute. Last year, the FCC’s Republican majority reinstated a measure that treats ultra-high-frequency or UHF band stations as counting for just half of their lower-frequency counterparts, enabling broadcasters to own more stations and enjoy greater reach.”
Democrats had gotten rid of the so-called UHF discount the year before, since it started way back at a time when there where major reception differences between VHF and UHF stations on your television dial.
Ajit Pai (Wikipedia)
“FCC Chairman Ajit Pai, a Republican appointed by President Donald Trump,” is even under investigation by his own agency’s inspector general because of the timing of the reinstatement and whether it was done for Sinclair.
“Sinclair was proposing to control 233 stations in 108 markets, adding 42 Tribune stations to their current roster.”
That would’ve included the nation’s biggest TV markets where Sinclair has no presence, like New York, Los Angeles, Chicago and Philadelphia.
But there was a lot of pushback from public interest groups fighting for smaller companies and localism, and against micromanaging the largest group of stations in the country.
The Fake News Networks, those that knowingly have a sick and biased AGENDA, are worried about the competition and quality of Sinclair Broadcast. The “Fakers” at CNN, NBC, ABC & CBS have done so much dishonest reporting that they should only be allowed to get awards for fiction!
So sad and unfair that the FCC wouldn’t approve the Sinclair Broadcast merger with Tribune. This would have been a great and much needed Conservative voice for and of the People. Liberal Fake News NBC and Comcast gets approved, much bigger, but not Sinclair. Disgraceful!
And President Trump’s son-in-law and advisor Jared Kushner said Sinclair executives worked with the campaign to spread pro-Trump messages in Sinclair newscasts when he was running against Hillary Clinton, which Sinclair vehemently denied.
Plus, conservative media outlets were afraid Sinclair would get in the game and interfere with their efforts to compete with Fox News. And all the time passing didn’t help Sinclair’s case.
“Sinclair’s material breaches were willful breaches of the merger agreement, because they were deliberate acts and deliberate failures to act that were taken with the actual knowledge that they would or would reasonably be expected to result in or constitute a material breach.
“As a result of Sinclair’s breaches, Tribune has sustained financial harm and has lost the expected benefits of the merger agreement.”
“Tribune Media Company today announced that it has terminated its merger agreement (the ‘Merger Agreement’) with Sinclair Broadcast Group, Inc. (‘Sinclair’), and that it has filed a lawsuit in the Delaware Chancery Court against Sinclair for breach of contract. The lawsuit seeks compensation for all losses incurred as a result of Sinclair’s material breaches of the Merger Agreement.
“In the Merger Agreement, Sinclair committed to use its reasonable best efforts to obtain regulatory approval as promptly as possible, including agreeing in advance to divest stations in certain markets as necessary or advisable for regulatory approval. Instead, in an effort to maintain control over stations it was obligated to sell, Sinclair engaged in unnecessarily aggressive and protracted negotiations with the Department of Justice and the Federal Communications Commission (the ‘FCC’) over regulatory requirements, refused to sell stations in the markets as required to obtain approval, and proposed aggressive divestment structures and related-party sales that were either rejected outright or posed a high risk of rejection and delay—all in derogation of Sinclair’s contractual obligations. Ultimately, the FCC concluded unanimously that Sinclair may have misrepresented or omitted material facts in its applications in order to circumvent the FCC’s ownership rules and, accordingly, put the merger on indefinite hold while an administrative law judge determines whether Sinclair misled the FCC or acted with a lack of candor. As elaborated in the complaint we filed earlier today, Sinclair’s entire course of conduct has been in blatant violation of the Merger Agreement and, but for Sinclair’s actions, the transaction could have closed long ago.(I highlighted that last sentence. —Lenny)
“‘In light of the FCC’s unanimous decision, referring the issue of Sinclair’s conduct for a hearing before an administrative law judge, our merger cannot be completed within an acceptable timeframe, if ever,’” said Peter Kern, Tribune Media’s Chief Executive Officer. ‘This uncertainty and delay would be detrimental to our company and our shareholders. Accordingly, we have exercised our right to terminate the Merger Agreement, and, by way of our lawsuit, intend to hold Sinclair accountable.’”
(Tribune’s statement continued with earnings information and then returned to the Sinclair situation. See that at the bottom of this post, along with its CEO’s memo to employees.)
“Tribune Media has now had the opportunity to review the FCC’s troubling Hearing Designation Order. We are currently evaluating its implications and assessing all of our options in light of today’s developments.
“We will be greatly disappointed if the transaction cannot be completed, but will rededicate our efforts to running our businesses and optimizing assets. Thanks to the great work of our employees, we are having a strong year despite the significant distraction caused by our work on the transaction and, thus, are well-positioned to continue maximizing value for our shareholders going forward.”
“engaging in ‘belligerent and unnecessarily protracted negotiations’ with the FCC as well as the Justice Department.” Also, it argued “in its lawsuit that Sinclair had been ‘confrontational with and belittling of DOJ staff.’ During negotiations, for example, Sinclair’s general counsel, Barry Faber, challenged the Justice Department’s top antitrust official, Makan Delrahim, telling him at one point, ‘sue me,’ Tribune alleged. In another meeting, Faber accused Delrahim of ‘misunderstand[ing] the industry,’ the suit said.”
Also new, The Post reported Tribune alleged it threatened to sue Sinclair in February if it didn’t divest stations to secure the DOJ’s support, prompting Sinclair to revise its offer.
“Sinclair Broadcast Group, Inc. announced today that it received a termination notice of its Merger Agreement from Tribune Media Company. In response, the Company subsequently has withdrawn with prejudice its FCC applications to acquire Tribune and filed with the Administrative Law Judge a notice of withdrawal of the applications and motion to terminate the hearing.” ‘’
“‘We are extremely disappointed that after 15 months of trying to close the Tribune transaction, we are instead announcing its termination,’ commented Chris Ripley, President & Chief Executive Officer. ‘We unequivocally stand by our position that we did not mislead the FCC with respect to the transaction or act in any way other than with complete candor and transparency. As Tribune, however commented, in their belief, the FCC’s recent designation of the deal for a hearing in front of an Administrative Law Judge would have resulted in a potentially long and burdensome process and, therefore, pursuing the transaction was not in the best interest of their company and shareholders. As for Tribune’s lawsuit, we fully complied with our obligations under the merger agreement and tirelessly worked to close this transaction. The lawsuit described in Tribune’s public filings today is entirely without merit, and we intend to defend against it vigorously.
“‘Nonetheless, we wish to thank both our and Tribune’s employees and our many advisers who have committed a tremendous amount of time and effort over the past 15 months towards the acquisition of Tribune. It is unfortunate that those efforts have not been realized. The combined company would have benefited the entire broadcast industry and the public through the advancement of ATSC 3.0, increased local news and enhanced programming.’”
Despite Sinclair stock starting lower today, the company announced it’s buying back up to $1 billion of its Class A common shares.
“We strongly believe in the long term outlook of our company and disagree with the market’s current discounted view on our share price,” Ripley said. “The $1 billion authorization does not use our future free cash flow generation, but simply the excess cash currently on our balance sheet.”
Sinclair stock ended the day 2.58 percent higher, but fell in after-hours trading.
The FCC did not comment today.
The Sinclair-Tribune deal would’ve led to several others. Stations that put the combination above the legal ownership limit were supposed to be spun off to several different companies. Now they won’t.
“The RSNs will be sold, and the process of selling them is actually already beginning. Conversations are starting, interest is being expressed. And it’s likely that we’ll negotiate a deal to sell them but the deal will not be fully executed or close until after the overall deal for 21st Century Fox closes.”
It added, Iger said Disney “assumed the responsibility of divestiture” in December 2017 when it first made an offer to Fox, “if the regulatory process demanded that we do that.”
There was never a possibility Fox would keep the networks or buy them back.
Yahoo! suggests potential buyers are Comcast, which has its own RSNs and lost the bidding war for Fox’s assets; Discovery Communications; AT&T, owner of DirecTV and now also Time Warner, but the Justice Department is appealing that; Verizon, owner of Fios; and another cable company, Charter Communications.
So Fox will be left with “the Fox broadcast network, FS1, FS2, Fox Business Network and the Fox News Channel, which, collectively, is known for now as New Fox,” according to The Hollywood Reporter.
“Live sports is clearly the most valuable content in our industry,” executive chairman Lachlan Murdoch said during a conference call, yesterday. His company is now paying a fortune for rights to Thursday Night Football.
But now, with no merger, the station sales to Fox and others are in jeopardy, and decisions whether to sell or not return to Sinclair and Tribune.
“reached a comprehensive agreement with Fox Broadcasting Company to renew the existing Fox affiliations of eight Tribune Media television stations, including KCPQ-TV (Seattle), KDVR-TV (Denver), WJW-TV (Cleveland), KTVI-TV (St. Louis), WDAF-TV (Kansas City), KSTU-TV (Salt Lake City), WITI-TV (Milwaukee), WGHP-TV (Greensboro, NC). Terms of the agreement were not disclosed.”
So we can expect those stations to keep airing Fox programming unless there’s something in the “terms of the agreement” that mentions the merger not happening.
On top of that, last week, FTVLive’s Scott Jones reported, “Fox is very interested in a number of the Tribune stations” – still – and, “the suits from Fox have been spotted inside (those) Tribune stations looking around” as if to buy. So we’ll see if it ends up with more Tribune stations than it was expected to buy under the deal.
Of course, the big question is whether Tribune will still sell at all. TVNewsCheck’s Harry Jessell reported Tribune CEO Peter Kern cast some doubt on that today, telling analysts the company may want to “enhance” its TV station portfolio.
We know Cox Media Group is exploring selling. Others will if the price is right, and prices should rise if there are fewer, bigger companies in the business – especially if they’re allowed to buy more after the FCC takes another look at raising ownership caps.
Despite uncertainty, there’s probably a lot of relief at Tribune stations they won’t have bosses from Sinclair.
“how Sinclair’s aggressive approach in its dealing with the Justice Department and the FCC with regard to its merger with Tribune has been polluting the best regulatory atmosphere in Washington since the Reagan administration.”
Jessell ended his column by writing,
“So, let’s recap. Sinclair’s attempt to win regulatory approval of its Tribune merger has so far severely damaged Sinclair’s standing at the FCC, aggravated the most broadcast-friendly FCC chairman in decades, subjected its own and several other broadcast groups’ basic business dealings to intense Justice Department scrutiny and exposed those same groups to (an antitrust) lawsuit that, no matter how frivolous, needs to be answered.”
On May 8, 2017, the Company entered into the Merger Agreement with Sinclair, providing for the acquisition by Sinclair of all of the outstanding shares of the Company’s Class A common stock and Class B common stock by means of a merger of Samson Merger Sub Inc., a wholly owned subsidiary of Sinclair, with and into Tribune Media Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Sinclair.
In the Merger, each share of the Company’s common stock would have been converted into the right to receive (i) $35.00 in cash, without interest and less any required withholding taxes, and (ii) 0.2300 of a share of Class A common stock of Sinclair.
The consummation of the Merger was subject to the satisfaction or waiver of certain important conditions, including, among others: (i) the approval of the Merger by the Company’s stockholders, (ii) the receipt of approval from the FCC and the expiration or termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and (iii) the effectiveness of a registration statement on Form S-4 registering the Sinclair Common Stock to be issued in connection with the Merger and no stop order or proceedings seeking the same having been initiated by the Securities and Exchange Commission (the “SEC”).
Pursuant to Section 7.1(e) of the Merger Agreement, Sinclair was “entitled to direct, in consultation with the Company, the timing for making, and approve (such approval not to be unreasonably withheld) the content of, any filings with or presentations or submissions to any Governmental Authority relating to this Agreement or the transactions contemplated hereby and to take the lead in the scheduling of, and strategic planning for, any meetings with, and the conducting of negotiations with, Governmental Authorities relating to this Agreement or the transactions contemplated hereby.” Applications to regulatory authorities made jointly by Sinclair and Tribune in connection with the Merger were made at the direction of Sinclair pursuant to its authority under this provision of the Merger Agreement.
On September 6, 2017, Sinclair’s registration statement on Form S-4 registering the Sinclair Common Stock to be issued in the Merger was declared effective by the SEC.
On October 19, 2017, holders of a majority of the outstanding shares of the Company’s Class A Common Stock and Class B Common Stock, voting as a single class, voted on and approved the Merger Agreement and the transactions contemplated by the Merger Agreement at a duly called special meeting of Tribune Media Company shareholders.
The applications seeking FCC approval of the transactions contemplated by the Merger Agreement (the “Applications”) were filed on June 26, 2017, and the FCC issued a public notice of the filing of the Applications and established a comment cycle on July 6, 2017. Several petitions to deny the Applications, and numerous other comments, both opposing and supporting the transaction, were filed in response to the public notice. Sinclair and the Company jointly filed an opposition to the petitions to deny on August 22, 2017 (the “Joint Opposition”). Petitioners and others filed replies to the Joint Opposition on August 29, 2017. On September 14, 2017, the FCC’s Media Bureau issued a Request for Information (“RFI”) seeking additional information regarding certain matters discussed in the Applications. Sinclair submitted a response to the RFI on October 5, 2017. On October 18, 2017, the FCC’s Media Bureau issued a public notice pausing the FCC’s 180-day transaction review “shot-clock” for 15 days to afford interested parties an opportunity to comment on the response to the RFI. On January 11, 2018, the FCC’s Media Bureau issued a public notice pausing the FCC’s shot-clock as of January 4, 2018 until Sinclair has filed amendments to the Applications along with divestiture applications and the FCC staff has had an opportunity to review any such submissions. On February 20, 2018, the parties filed an amendment to the Applications (the “February 20 Amendment”) that, among other things, (1) requested authority under the FCC’s “Local Television Multiple Ownership Rule” (the “Duopoly Rule”) for Sinclair to own two top four rated stations in each of three television markets (the “Top-4 Requests”) and (2) identified stations (the “Divestiture Stations”) in 11 television markets that Sinclair proposed to divest in order for the Merger to comply with the Duopoly Rule and the National Television Multiple Ownership Rule. Concurrently, Sinclair filed applications (the “Divestiture Trust Applications”) proposing to place certain of the Divestiture Stations in an FCC-approved divestiture trust, if and as necessary, in order to facilitate the orderly divestiture of those stations following the consummation of the Merger. On February 27, 2018, in furtherance of certain undertakings made in the Applications and the February 20 Amendment, the parties filed separate applications seeking FCC approval of the sale of Tribune’s stations WPIX-TV, New York, New York, and WGN-TV, Chicago, Illinois, to third-party purchasers. On March 6, 2018, the parties filed an amendment to the Applications that, among other things, eliminated one of the Top-4 Requests and modified the remaining two Top-4 Requests. Also on March 6, 2018, the parties modified certain of the Divestiture Trust Applications. On April 24, 2018, the parties jointly filed (1) an amendment to the Applications (the “April 24 Amendment”) that superseded all prior amendments and, among other things, updated the pending Top-4 Requests and provided additional information regarding station divestitures proposed to be made by Sinclair in 15 television markets in order to comply with the Duopoly Rule or the National Television Multiple Ownership Rule, (2) a letter withdrawing the Divestiture Trust Applications and (3) a letter withdrawing the application for approval of the sale of WPIX-TV to a third-party purchaser. In order to facilitate certain of the compliance divestitures described in the April 24 Amendment, between April 24, 2018 and April 30, 2018, Sinclair filed applications seeking FCC consent to the assignment of license or transfer of control of certain stations in 11 television markets.
On May 8, 2018, the Company, Sinclair Television Group, Inc. (“Sinclair Television”) and Fox Television Stations, LLC (“Fox”) entered into an asset purchase agreement (the “Fox Purchase Agreement”) to sell the assets of seven network affiliates of Tribune for $910.0 million in cash, subject to post-closing adjustments. The network affiliates subject to the Fox Purchase Agreement are: KCPQ (Tacoma, WA); KDVR (Denver, CO); KSTU (Salt Lake City, UT); KSWB-TV (San Diego, CA); KTXL (Sacramento, CA); WJW (Cleveland, OH); and WSFL-TV (Miami, FL). The closing of the sale pursuant to the Fox Purchase Agreement (the “Closing”) was subject to approval of the FCC and clearance under the HSR Act, as well as the satisfaction or waiver of all conditions of the consummation of the Merger, which was scheduled to occur immediately following the Closing.
On May 14, 2018, Sinclair and Tribune filed applications for FCC approval of additional station divestitures to Fox pursuant to the Fox Purchase Agreement. On May 21, 2018, the FCC issued a consolidated public notice accepting the divestiture applications filed between April 24, 2018 and May 14, 2018, for filing and seeking comment on those applications and on the April 24 Amendment, and establishing a comment cycle ending on July 12, 2018.
On July 16, 2018, the Chairman of the FCC issued a statement that he had “serious concerns about the Sinclair/Tribune transaction” because of evidence suggesting “that certain station divestitures that have been proposed to the FCC would allow Sinclair to control [the divested] stations in practice, even if not in name, in violation of the law,” and that he had circulated to the other Commissioners “a draft order that would designate issues involving certain proposed divestitures for a hearing in front of an administrative law judge.”
On July 18, 2018, at the direction of Sinclair pursuant to its authority under the Merger Agreement, Sinclair and Tribune jointly filed an amendment to the Applications reflecting that the applications for divestiture of WGN-TV (Chicago), KDAF (Dallas), and KIAH (Houston) filed in connection with the April 24 Amendment were being withdrawn, that WGN-TV would not be divested, and that KDAF and KIAH would be placed in a divestiture trust pending sales to one or more new third parties. The applications for divestiture of WGN-TV, KDAF and KIAH were withdrawn by concurrent letter filings. On July 19, 2018, the FCC released a Hearing Designation Order (“HDO”) referring the Applications to an FCC Administrative Law Judge (“ALJ”) for an evidentiary hearing to resolve what the FCC concluded are “substantial and material questions of fact” regarding (1) whether Sinclair was the real party-in-interest to the divestiture applications for WGN-TV, KDAF, and KIAH, and, if so, whether Sinclair engaged in misrepresentation and/or lack of candor in its applications with the FCC; (2) whether consummation of the merger would violate the FCC’s broadcast ownership rules; (3) whether grant of the Applications would serve the public interest, convenience, and/or necessity; and (4) whether the Applications should be granted or denied. The HDO designated as parties to the proceeding the FCC’s Enforcement Bureau and persons who had filed formal petitions to deny the Applications, and directed the ALJ to establish a procedural schedule by Friday, August 24, 2018.
On August 2, 2017, the Company received a request for additional information and documentary material, often referred to as a “second request”, from the United States Department of Justice (the “DOJ”) in connection with the Merger Agreement. The second request was issued under the HSR Act. Sinclair received a substantively identical request for additional information and documentary material from the DOJ in connection with the transactions contemplated by the Merger Agreement. The parties entered into an agreement with the DOJ on September 15, 2017 by which they agreed not to consummate the Merger Agreement before certain dates related to their certification of substantial compliance with the second request (which occurred in November 2017) and to provide the DOJ with 10 calendar days’ notice prior to consummating the Merger Agreement. Although Sinclair and DOJ reached agreement on a term sheet identifying the markets in which stations would have to be divested, they did not reach a definitive settlement and their discussions on significant provisions remained ongoing as of August 2018.
Pursuant to the Merger Agreement, the Company had the right to terminate the Merger Agreement if Sinclair failed to perform in all material respects its covenants, and such failure was not cured by the end date of August 8, 2018. Additionally, either party may terminate the Merger Agreement if the Merger is not consummated on or before August 8, 2018 (and the failure for the Merger to have been consummated by such date was not primarily due to a breach of the Merger Agreement by the party terminating the Merger Agreement). On August 9, 2018, the Company provided notification to Sinclair that it had terminated the Merger Agreement, effective immediately, on the basis of Sinclair’s willful and material breaches of its covenants and the expiration of the second end date thereunder. In connection with the termination of the Merger Agreement, on August 9, 2018, the Company provided notification to Fox that it has terminated the Fox Purchase Agreement, effective immediately. Under the terms of each of the Merger Agreement and the Fox Purchase Agreement, no termination fees are payable by any party.
On August 9, 2018, the Company filed a complaint in the Chancery Court of the State of Delaware against Sinclair, alleging breach of contract under the Merger Agreement. The complaint alleges that Sinclair willfully and materially breached its obligations under the Merger Agreement to use its reasonable best efforts to promptly obtain regulatory approval of the Merger so as to enable the Merger to close as soon as reasonably practicable. The lawsuit seeks damages for all losses incurred as a result of Sinclair’s breach of contract under the Merger Agreement.
Earlier this morning we announced the termination of our proposed merger with Sinclair and that we have filed a lawsuit against Sinclair for breach of contract—attached (above —Lenny) is the press release we issued a short time ago.
Given the developments of the last few weeks, and the decision by the Federal Communications Commission to refer certain issues to an administrative law judge in light of Sinclair’s conduct, it’s highly unlikely that this transaction could ever receive FCC approval and be completed, and certainly not within an acceptable timeframe. This delay and uncertainty would be detrimental to our company, to our business partners, to our employees and to our shareholders. Accordingly, our Board made the decision to terminate the merger agreement with Sinclair to enable us to refocus on our many opportunities to drive the company forward and enhance shareholder value.
As for the lawsuit, we are confident that Sinclair did not live up to its obligations under the merger agreement and we intend to hold them accountable. A suit like this does not get resolved overnight and it is the last thing you should be thinking about, but I want you to know that Tribune did everything it was supposed to do, and we will make sure we are treated fairly.
Right now, I am sure many of you are still absorbing the news and wondering what it means for our company, for our future, and most especially for each of you. I want to take a moment to answer these questions and address some of your concerns as we now re-adjust to the old normal of running our great and storied Tribune Media Company.
So, let’s begin there—Tribune Media remains as strong as ever, with great TV stations, important local news and sports programming, a re-energized and financially powerful cable network, and a terrific history of serving our viewers, our advertisers, and our MVPD and network partners. You need look no further than the exceptional financial results we released today for proof of that. Our consistent success is directly related to your talent, your experience, your innovation, and your willingness to give your best every day.
As for the future, we continue to live in complex times in the media world. New consumer habits, new entrants to the space, new competitors every day, and consolidation going on all around us. Rapid change has become the norm—it’s impossible to predict the next big thing. What I do know, though, is that we’ve got valuable assets, great people running them, and we remain one of the preeminent broadcasting companies in America.
No doubt the rumor mill will begin anew with speculation about who might buy us or who we might buy or whether the regulatory landscape still favors consolidation. We can’t do anything about such speculation. What we can do is rededicate ourselves to our own performance. Let’s shake off the cobwebs of deal distraction, ignore the outside noise, and continue delivering on our commitment to each other, to our customers, to our partners and to the communities we serve. If we do that, the rest will take care of itself.
Let’s get together for a companywide town hall meeting tomorrow at Noon ET. We’ll broadcast the meeting live to our business units, talk more about all these issues and take your questions—you can submit questions in advance of the meeting to: firstname.lastname@example.org. 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,
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.
This is my 90th blog post and like most journalists, I identify mistakes all over and somehow — often through publicity — try to get them fixed. But not on this milestone. There’s too much good to write about.
I also want to point out the page CohenConnect Headlines Sitemap has a list of all the blog posts I’ve written and published over the past 3+ years, in chronological order. Nobody — early readers nor myself — can remember everything I’ve done and there hadn’t been a place to look. The right side of what you’re reading (or bottom on mobile) just show the past 10 and the most popular. A regular “sitemap” of category words is well below, on the bottom of the right side (or the bottom on mobile). But the “search” box also works very well, contains both categories and tags, and maybe more.
So staying positive, let’s honor some heroes with this post. These days, there are too few and far between. I remember years ago, while working at WCAU in Philadelphia, Larry Mendte saying on the air with such certainty, “Heroes never admit they are,” or something to that effect.
“Rebecca Boldrick, Hogg’s mother, told TMZ.com that Hogg has another date for the prom.
“Jeff Kasky, Cameron’s dad, told TMZ, ‘Cameron and David love each other very much, as do the 20 or so other kids that are part of their group, but not in a romantic type of way.’”
Then, Cameron’s mother, who has been a friend for about 40 years, posted a picture of the two of them titled “My date” Tuesday night. I’m not naming her because she has not put her name out in the public.
You watched Kasky dress down Sen. Marco Rubio (R-Fla.) in a CNN town hall for refusing to refuse contributions from the National Rifle Association. In fact, what it took for Cameron to try to get a simple “yes” or “no” answer to his question from a sitting U.S. senator and former presidential candidate from his own state was amazing!
Fellow survivor Hogg also became a gun control advocate and activist against gun violence, but he has been more controversial. New to Florida — his family moved from L.A. at the start of high school — he chose to attend Stoneman Douglas because of its TV production classes.
(It really won’t matter because he plans to take next year off after high school to campaign in the midterm elections.)
The next day, Ingraham apologized to Hogg but not anybody else she’d put down over the years, including LeBron James, and by then it was too late.
Any student should be proud of a 4.2 GPA —incl. @DavidHogg111. On reflection, in the spirit of Holy Week, I apologize for any upset or hurt my tweet caused him or any of the brave victims of Parkland. For the record, I believe my show was the first to feature David…(1/2)
… immediately after that horrific shooting and even noted how "poised" he was given the tragedy. As always, he’s welcome to return to the show anytime for a productive discussion. WATCH: https://t.co/5wcd00wWpd (2/2)
“It’s disturbing to know that somebody can bully so many people and just get away with it, especially to the level that she did. … No matter who somebody is, no matter how big or powerful they may seem, a bully is a bully, and it’s important that you stand up to them.”
He even went as far as to compare the tweet and Ingraham’s criticism of him, saying they “were in line with bullying statements she had made about others: a conflict with gays while she was at Dartmouth in 1984 and, recently, responding to LeBron James’s political statements by saying that the NBA star should ‘shut up and dribble.’”
“I’m glad to see corporate America standing with me and the other students of Parkland and everybody else. Because when we work together, we can accomplish anything.”
Then Ingraham took a week off. Fox claimed the vacation had been planned.
Hogg, now 18, has already made political change.
When Leslie Gibson, who was running unopposed for the Maine House of Representatives, described fellow Parkland student Emma González as a “skinhead lesbian,” Hogg called for somebody to challenge the Republican. He got not one but two other candidates, and Gibson dropped out of the race in response to public reaction critical of his comments.
“The Zionist Organization of America is calling on Parkland survivor and activist David Hogg to change the name of his forthcoming book, as it believes that the title shows ‘shocking insensitivity to Holocaust survivors.’
“Random House publishers announced Thursday that David and his sister Lauren had penned a deal with the publishing house to release a book, #NEVERAGAIN: A New Generation Draws the Line, June 5.”
The Blaze also reports the book is being described as
“a statement of generational purpose, and a moving portrait of the birth of a new movement.”
“In times of struggle and tragedy, we can come together in love and compassion for each other,” David told Entertainment Weekly. “We can see each other not as political symbols, but as human beings. And then, of course, there will be times when we simply must fight for what is right.”
Sister Lauren added, “It’s amazing to see that so much love can come from so much loss. But from our loss, our generation will create positive change.”
But I’ve had an issue with using the phrase “never again” since it has always referred to one event: the murders of 6 million Jews and millions of others in the Nazis’ organized extermination campaign during World War II. Personally, I think the book title should be changed, and don’t think the phrase should be used in any other matter, but don’t doubt Hogg’s sincerity about the gun issue.
The ZOA said in part,
“By co-opting ‘Never Again’ title for his book opposing guns, David Hogg trivializes the holocaust” and the Hoggs’ book title “offends Holocaust survivors, Jews, and all human rights-loving people.”
Those are sections the Glenn Beck-founded network chose to highlight, due to its own agenda.
“This statement should not be construed as in any way lessening our shock, outrage and pain regarding the Parkland school shooting. ZOA completely sympathizes with the loving, bereft families and all the infinitely precious victims of the Parkland shooting, all other school shootings, and all other shootings. All affected by these tragedies are in our hearts and prayers. …
“It is an expression that should never be politicized or co-opted by anyone, regardless of political affiliation. …
“The Holocaust was unique and unprecedented, in that: it involved a ‘final solution’ designed to murder every single Jewish man, woman and child; Jews were the only people killed for the ‘crime’ of existing; the murder of Jews was an ‘end in itself’ rather than a means to some other goal; and the people who carried out the ‘Final Solution’ were primarily average citizens ‘just doing a job.’ None of the other terrible slaughters and genocides this world has witnessed share all these characteristics.”
We’ll see what happens.
A third of the 20 founding members of the group Never Again MSD is activist Emma González, who has also had to deal with criticism of her bisexual orientation, hairstyle and more, including this.
The Washington Post reported,
“A doctored animation of González tearing the U.S. Constitution in half circulated on social media during the rally, after it was lifted from a Teen Vogue story about teenage activists. In the real image, González is ripping apart a gun-range target.”
I guess you could say desperate liars were targeting her because they had nothing better.
Kasky, Hogg and González — along with fellow students Jacqueline Cohen and Alex Wind — even made Time magazine‘s list of the 100 most influential people in the world for becoming prominent activists, organizing protests, and speaking out publicly to demand stricter laws on gun control.
Mashable went back further, writing the former president…
Young people have helped lead all our great movements. How inspiring to see it again in so many smart, fearless students standing up for their right to be safe; marching and organizing to remake the world as it should be. We've been waiting for you. And we've got your backs.
I’m in total awe of the extraordinary students in Florida. Like every movement for progress in our history, gun reform will take unyielding courage and endurance. But @barackobama and I believe in you, we’re proud of you, and we’re behind you every step of the way.
Even former NFL placekicker Jay Feely needs a lesson on seriousness, after The Sporting News showed a tweet he posted. It showed a “photo of him holding a gun while standing between his daughter and her prom date” that was intended to be a joke.
Feely should know better. He’s from Florida, grew up there and spent a year with the Miami Dolphins. The next day, he clarified what had happened.
The prom picture I posted was obviously intended to be a joke. My Daughter has dated her boyfriend for over a year and they knew I was joking. I take gun safety seriously (the gun was not loaded and had no clip in) and I did not intend to be insensitive to that important issue
On a more positive note, the South Florida Sun-Sentinel reports the prom will be an “over-the-top” party with a touching tribute, and students promising the best prom ever, after 17 people were shot to death at their school on Valentine’s Day. Four seniors were killed. So were seven freshman (that will be some prom in three years), plus three other students and two adults.
Eventually, the prom committee wanted to recognize the tragedy that’ll mark their high school memories. There will be a memorial near the entrance to the ballroom. It’ll also include two members of their class who died in 2016 of cystic fibrosis and suicide. The memorial will be surrounded by couches and designated as a quiet place to sit and think.
Inside, the prom will be stopped by 17 seconds of silence.
It also won’t be expensive. The cost: Just $30 per ticket, and $50 for non-seniors. The hotel, DJ, florist, decorator, and other vendors are donating their services for free or at cost, and the hotel is giving families of the senior victims a free weekend of their choice.
Good for all of them!
Marjory Stoneman Douglas survivors, along with high school students from around the country, were not even born 19 years ago during the Columbine High School shooting in Littleton, Colo.
(I remember it like yesterday. I had returned from vacation, was working at WCAU, and our news anchor Renee Chenault happened to be from Littleton. She ended up going there to report from her hometown, but being local news, did not get the publicity of Katie Couric for touching the hand of a victim’s father on the Today show.)
There were an estimated 150,000 students protesting on Friday’s anniversary at more than 2,700 walkouts, according to organizers.
“In a new wave of school walkouts, they raised their voices against gun violence. But this time, they were looking to turn outrage into action.”
The students, “turned their attention to upcoming elections as they pressed for tougher gun laws and politicians who will enact them. Scores of rallies turned into voter registration drives. Students took the stage to issue an ultimatum to their lawmakers.”
Activists behind a March 14 protest, a month after Stoneman Douglas, estimated it drew nearly 1 million students.
(I find it interesting The Chicago Tribune used an Associated Press article, while I learned Chicago’s Fox TV station asked the other Fox stations for a story they could post on their website, because they were apparently unable to write one of their own. Were there no rallies anywhere near Chicago? Probably plenty, considering the numbers above! At minimum, I would’ve shown the big one around town and then another in a zip code they wanted to target for ratings. Even chopper video would’ve done the job except for hearing the students tell their reasons for walking out, firsthand. But we know how Fox stations operate with sharing web articles. It seems at this point, they’ve become dependent on their sister-stations rather than even try to do the work. I love how so many of today’s young people are the opposite of this kind of corporate laziness!)
The Washington Post noted, “Critics have questioned whether … the high school students demanding that the nation’s gun laws be strengthened are mature enough to understand the complex policy positions they have staked out.”
Isn’t this exactly what we want from our young people? To think, investigate and reconsider if necessary? And don’t these particular students who experienced what they did have unique insight on the issue? Yet some people feel the need to criticize them. Maybe it’s because they need to be heard. Maybe because these grown-ups really have not grown up and are jealous. Or maybe because “the kids are alright” and and it simply bothers them because they have issues of their own.
How much are they bothered?
Click here for “Ted Nugent says Parkland students ‘have no soul,’ calls them ‘mushy-brained children’” (The Washington Post, March 31, 2018).
Nugent, perhaps the NRA’s most outspoken board member, told a San Antonio radio station, “These poor children, I’m afraid to say, but the evidence is irrefutable. They have no soul,” after discussing with the host their belief the teenagers have been manipulated by left-wing ideologues.
“The lies from these poor, mushy-brained children who have been fed lies and parrot lies,” Nugent said. “I really feel sorry for them. It’s not only ignorant, dangerous and stupid — it’s soulless. To attack the good, law-abiding families of America when well-known, predictable murderers commit these horrors is deep in the category of soulless.”
Click here for “How the Parkland teens became villains on the right-wing Internet” (The Washington Post, March 26, 2018).
If ardent NRA supporters don’t lose now, or in this year’s midterms, or even the 2020 presidential election, they should absolutely know the demographics of this country are changing. Eventually, they will lose to people who have felt real pain and others of that generation. It’s going to happen, whether they’ll consider themselves martyrs, or if they’re even alive to feel any suffering from their defeat.
According to The Guardian, “Those present recalled that after the plane had landed, Shults walked through the aisle to talk to them, to see how they were doing.”
Talk about responsibility AND customer service!
Turns out, The Guardian continued,
“Shults was one of the first female fighter pilots in the US Navy and was elite enough to fly an F/A-18 Hornet. She flew training missions as an ‘enemy pilot’ during Operation Desert Storm, as women were then still excluded from combat missions.”
Also not to be forgotten is the heroism of Waffle House diner James Shaw Jr. Early Sunday morning, outside Nashville, he was sitting with a friend at the restaurant counter when police said a gunman wearing nothing but a green jacket opened fire outside.
As CNN reported, “Glass shattered, dust swirled and Shaw said he saw a man lying on the ground.”
Four people were killed.
BREAKING: 3 persons fatally shot & 4 others wounded at the Waffle House, 3571 Murfreesboro Pike. Gunman opened fire @ 3:25 a.m. A patron wrestled away the gunman's rifle. He was nude & fled on foot. He is a white man with short hair. pic.twitter.com/d1qxRxsGNx
“bolted from his seat and slid along the ground to the restroom, he said. But he kept an eye and an ear out for the gunman. And the moment the shooter paused, Shaw decided to ambush him … before more lives were lost.”
He charged at the man with the rifle. They fought. Finally, Shaw said he managed to wrestle the barrel of the rifle from the gunman, tossed it behind the counter and the shooter escaped.
Investigation on going at the Waffle House. Scene being processed by MNPD experts. This is the rifle used by the gunman. pic.twitter.com/lihhRImHQN
“The gun was hot and he was naked but none of that mattered,” Shaw said, with a burn on his hand a wound on his elbow where a bullet grazed it.
He told reporters,
“I figured if I was going to die, he was going to have to work for it. … I was just trying to live.”
This laptop bag, empty except for a handwritten ID card bearing the name Travis Reinking, was found by a citizen near the I-24 Old Hickory Blvd interchange. Unknown whether it was discarded before or after the shooting. Reinking is believed to have been in that area Sat. night. pic.twitter.com/yduQlXvAFE
Travis Jeffrey Reinking, 29, was arrested Monday, after a 34-hour manhunt.
BREAKING: 5 more warrants have now been issued against Travis Reinking charging 4 counts of attempted murder and 1 count of unlawful gun possession in the commission of a violent felony. 1 of the attempted murder victims is hero James Shaw. Reinking's court date is now May 7. pic.twitter.com/YI1NT4qWcf
NBC News pointed out he went from wearing only a green jacket to a green “suicide smock — a padded gown made from heavy-duty polyester that is held together with Velcro strips.”
If you are of a certain age, you remember Schoolhouse Rock! from ABC on Saturday mornings. The jazz musician who was instrumental in that cartoon series died Monday in Mount Bethel, Pa., 92 miles and an hour-and-a-half drive from Philadelphia.
Bob Dorough was 94.
Schoolhouse Rock! ran from 1973 to 1985. The cartoons, including “My Hero, Zero” and “Three is a Magic Number,” (the first in the series) were written and performed by Dorough.
His biography says he “entertained and instructed unsuspecting children.”
Schoolhouse Rock! came back for another five years in the 1990s and its 40th anniversary was marked with a DVD edition of the entire five subject series.
Has a Schoolhouse Rock! tune ever helped you on a test? Do you have a favorite? I especially liked how a bill became a law (“I’m Just a Bill”) and “Conjunction Junction.”
Finally, there’s the Wells Fargo Center in Philadelphia, site of last night’s Sixers playoff game where they eliminated the Miami Heat. Actually, the topic is replacement names, and Wells Fargo is not a very good corporate citizen.
I have always been against companies buying names for stadiums and liked it when NBC Sports, before losing the NFL in 1998, made it a point of not referring to the names of stadiums but just the city, unless there was confusion between different stadiums.
The stadium, where the Flyers played hockey until their season ended earlier this week, is named for Wells Fargo which is a big bank in Philadelphia and many other cities. Before that, it was named Wachovia. Before that, First Union. FU Center had something special to it. And before that, CoreStates. Just shows you how banks take each other over and waste money having to change the names on every branch and piece of real estate, including the ones they sponsor or use to advertise.
Just two years ago, Wells Fargo’s employees recused of secretly opening more than 2 million deposit and credit card accounts to meet their sales targets and receive bonuses. The bank had to pay $185 million to settle those allegations. It also fired about 5,300 employees for doing what may have been their jobs. In that case as well, Wells Fargo did not admit or deny allegations.
San Francisco-based Wells Fargo has been the nation’s third largest bank by assets.
FYI, the late Wilt Chamberlain played for the San Francisco/Philadelphia Warriors and the Philadelphia 76ers, and is widely considered one of the greatest and most dominant players in NBA history. He still holds the single-game scoring record, having scored 100 in one game. It happened March 2, 1962, in Hershey, Pa. against the New York Knicks. The Philadelphia Warriers moved west to San Francisco after that season.
Same thing in New England. Their team was in the Super Bowl and they don’t get sick of Tom Brady nor Bill Belichick. They watch.
But what about the rest of America? Apparently two thirds of Americans did not watch. And this was the Super Bowl!
Imagine how that would translate to Thursday night National Football League games, known for having bad matchups and also being available on the NFL Network and streaming, besides being broadcast on a local TV station.
But three weeks ago, Fox decided to pay a fortune — $3.3 billion for the rights for five years, and expanded digital highlight rights — and the money it’ll cost is going to trickle down to you and me.
Let’s talk schedules, the reason and then the money.
(Not many remember Fox trying to take Monday Night Football from founder ABC back in early 1987, even before it started programming. That didn’t work and it took until 1994 for Fox to get an NFL package. Oh, and five times as much money as CBS would bid!)
These days, Fox doesn’t have much of a regular Thursday night lineup. The NFL would draw viewers.
“We look forward to continuing our terrific long-term partnership with the NFL on Sunday afternoons with more than 100 games per season (Lenny: many in markets where the home teams are playing) including next year’s Super Bowl LIII.”
The last NFL schedule expansion was in 1987 when ESPN started carrying some Sunday night games. It was the first time the NFL aired games on cable and they only took place in the second half of the regular season. Two years later, the NFL added games on TNT in the season’s first half. TNT aired those games until 1997, when ESPN took the whole season. Like today, games in each competing team’s home market also aired on a regular TV station, so the games were not cable-exclusive but close. But the arrangement ended after the 2005 season.
That’s because NBC had no football for seven seasons and was desperate to get it back. It had lost AFC team away games to CBS, which itself had been outbid by Fox for NFC team away games.
NBC was given flexible-scheduling for most of the second half of the season, meaning it can “steal” regular Sunday games from CBS or Fox that are better than what was on its original schedule, and the whole country can watch.
When that happens, NBC will tell the league at least 12 days (two Tuesdays) before, and move that CBS or Fox game to NBC. However, CBS and Fox can “protect” five Sunday afternoon games over six weeks, weeks 11-16. Also, the league can move games between 1pm to the more-watched 4pm ET slot.
Now that you understand that, Thursday night games were actually added back in 2006 and air on The NFL Network, so the NFL could push cable and satellite companies to carry the network very few people were able to watch (and thus charge the subscribers more, which is the crux of this post).
It wasn’t until 2014 that Thursday Night Football got real recognition. The NFL decided to let a network produce the game – which would air on The NFL Network — but let the producing network simulcast some of the games. That’s what CBS did in 2014 and 2015, and NBC joined to split the Thursday package in 2016 and 2017. The contracts for the rights were short.
That’s when Fox decided to pay a fortune – much more money – for a longer period of time, over five years.
There are several reasons, which may or may not turn out to be right.
Add the Thursday rights fee of $3.3 billion to the cost of producing all the games, estimated to be even more than that, and you wonder how Fox will pay for it all.
That’s where you and I come in.
For years, if a TV station wanted to appear on a cable or satellite company’s lineup, then the cable or satellite company would have to pay the TV station. Otherwise, the TV station could take away the right to carry it, the station would not air on the cable or satellite company’s lineup, the viewers wouldn’t be able to watch it, both sides would blame each other, and finally there would be a secret agreement and our prices would go up.
That happens all the time.
But the TV station doesn’t get to keep all that money the cable or satellite companies pay it. The networks figure they’re the reason the TV stations are worth so much to the cable and satellite companies, and demand their share in retransmission fees.
Also, it used to be that a network would pay its affiliates in every city to carry its commercials (which kept them in business), and the programming that surrounds them (that attracts more people to the commercials and therefore more money). That has been completely reversed and it’s called – of all things – reverse comp, meaning compensation. The stations now pay the networks.
And when a network decides to pay for a special event, it asks its affiliates to help out.
He also says it can happen to stations in AFC markets because Thursday night games have teams from all over competing, not mostly the NFC but nearly equally the AFC.
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.
It has been estimated cable and satellite companies pay ESPN about $6 per month per subscriber. Think about what your cable or satellite bill is. Do you watch ESPN? Would you be willing to go without it and save $6 every month? If your answer is yes, then do you have a choice?
It’s the same story here, but on a much lower, local level. We may be talking about a quarter – 25 cents – every month for the local station if Fox gets Thursday Night Football. Check out your bill and see what you’re paying for local stations (as a whole) every month. And while you’re at it, see what it costs to get your regional sports networks.
And besides calling on stations, New Fox — much smaller after selling what it plans to sell — needs to make money somehow.
It has two possibilities and is reportedly looking into both.
First is to air as many live events as possible. Scripted sitcoms and dramas are expensive. Live programming, especially sports that’s also expensive, is supposed to draw viewers.
Second is to buy more stations. A TV station used to be a license to print money. That’s not the case anymore, with so much competition and paying networks instead of getting paid by them, but life isn’t so bad.
However, there is concern that in the filing, Sinclair said it has buyers for New York and Chicago, and it intends to run the stations through an “options and services agreement” with those buyers. 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.
Sinclair did admit there are eight cities — including Seattle, St. Louis, Salt Lake City and Oklahoma City — where it needs to sell a station to comply with FCC rules on the number of stations a single owner can have in a given market. But again, Sinclair said it has buyers for Seattle, Oklahoma City, and Greensboro, N.C., so it can continue operating those stations after a sale.
On the other hand, Sinclair also made a case it should be able to own more than one of the top four stations in Harrisburg, Indianapolis and Greensboro, N.C.
Last week, The 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.”
People strongly opposed to the mega-deal argue it would reduce the number of voices in media and diminish coverage of local news.
So Fox wants to buy more stations and number one is KCPQ, its Seattle affiliate in the home of the NFC’s Seahawks, and where Sinclair already owns a competing station.
Other NFL cities where Fox doesn’t already own a station are the next biggest possibilities. Keep in mind, we don’t how how the late news of Sinclair’s FCC filing and the FCC’s inspector general’s investigation could change or stop things.
Preseason doesn’t count. Those rights are usually bought locally. Not all of the NFC games air on Fox. Not when an AFC team comes to town. Not when the game is on Sunday or Monday nights, or Thursday night until now.
And a competing station can be the local team’s “official station” even if its network doesn’t carry the games. That means special promotions with the team, greater access and maybe a show with the coach. Not too bad.
“It’s been a wonderful run, but I just felt now was the right time to step away and I’m grateful that NBC left that decision to me.”
It’s a huge job, day after day, with so many events and athletes to know all about. At the 2014 Winter Olympics in Sochi, he went on the air after catching an eye infection.
Now, NBC took Mike Tirico from ABC and ESPN to do the chore, which may have doubled because the network brilliantly decided to carry everything live on the west coast (starting at 5pm) and go until 2am in the east, when west coast prime time ends at 11. Of course, the South Korea time zone helped get everything live, but it’s still six long hours on the air.
It’s kind of fitting, in a way. Costas had hosted every Olympic Games since 1992. Tirico was the first student to receive the Bob Costas Scholarship at Costas’ alma mater, Syracuse University, back in 1987.
Costas is at the point in his career and life that he can say what he wants, and I love that. I hope I come across just as honestly these days, as well. It’s almost a waste to keep your mouth shut, if you know what you’re talking about.
As for the Super Bowl, it’s one game and just over three hours of time that most of America and much of the world would be watching. And he’d only have to be an expert on two teams. Sounds much, much easier — something he can handle with his eyes closed.
But in November, he said, “This game (football) destroys people’s brains,” referring to players’ concussions and other head injuries.
He’s absolutely right! Don’t think so? Look at all the damage done. Look at the behavior of some former players who got hit too hard too many times. Keep reading for the names of some players who died too young because of the damage, and a description of how the damage happens.
Parents, is it worth a four-year scholarship to college? Do the students getting the scholarships actually study for a job in the real world, or is football an extra responsibility that’s much more important than regular studies and credits?
Don’t get me wrong. I love watching football, especially when I know the team and the players. But I’m no die-hard who would watch some college football game between two west coast teams I know nothing about.
I like watching the players give it all to catch a pass, the defense trying to block and then tackle the runner if necessary. And the runner doing whatever it takes to get an extra few feet or make it out of bounds while keeping control of the ball. But first, the defensive line trying to blitz the quarterback, with his offensive counterparts protecting him.
“an estimated 130-plus plays, hundreds of hits, tackles, spears, and lay outs. For a young and healthy athlete, that can lead to serious brain trauma.”
“According to the NFL, there were 271 documented game-related concussions this past season — the most recorded by the league since 2011. Roughly one-third of those were caused by helmet-to-helmet contact.”
The magazine describes “one of the season’s dirtiest” games. It happened in January 2016.
“How dirty? With 22 seconds left in the game, the Steelers’ star wide receiver, Antonio Brown, was midair, ready to catch a ball that he hoped would put the Steelers within range of a game-winning field goal. Instead, Bengals’ linebacker Vontaze Burfict launched himself at Brown as he came down, slamming his helmet (which in the NFL can weigh four to six pounds) into the side of Brown’s head, whipping it sideways on his brain stem. The hit, at an estimated 707 miles per hour, carried about 1600 pounds of tackling force. It flattened Brown on his back, seemingly knocking him unconscious. Jim Nantz, the NFL’s normally unflappable play-by-play guy, was apoplectic, calling the assault ‘disgraceful.’
“The Steelers, who ended up winning the game 18 – 16, later said Brown had suffered ‘concussion like symptoms.’
“In the NFL, that’s code for ‘has a concussion.’”
A co-director at Boston University’s Chronic Traumatic Encephalopathy (CTE) Center told the magazine “what mostly likely went on inside Brown’s head that day.”
“As Burfict slammed into the left side of Brown’s head, he twisted it up and to the right. The slo-mo is painful just to watch. According to (Dr. Robert) Cantu, a hit like that would lead to a textbook rotational concussion, among the worst a player can suffer. There are several things happening inside Brown’s skull, the moment of impact. Brown’s brain begins to twist and spin. It does this in the opposite direction of the hit and inside his skull’s cerebrospinal fluid, a clear fluid that cushions the brain. In that same moment, his brain’s nerve fibers stretch and rotate.”
Also, according to the magazine,
“A large percentage of NFL concussions are the results of T-bone hits (at the ear hole) or right between the eyes. These hits rattle the brain’s center of gravity. What they do is make the brain to rock dangerously backwards and forward, repeatedly hitting the skull. In young athletes (think teenagers), the brain is flush with the bone. So this effect is not as pronounced as in older players, who have a one-eighth to a quarter-inch space, more room for the brain to ricochet off the skull, and thus to cause more harm.
“Blows to the side of the head, like the that laid out Brown, are far more dangerous. The spinning a brain undergoes during a rotational concussion can cause significant structural issues.
“As Brown’s body recoils, his brain continues swirling back and forth before finally oscillating to a stop. That’s where things fade to black, both in Brown’s consciousness and in our scientific understanding.”
Stanford bio-engineer David Camarillo recently told PBS KQED’s Quest blog, “One of the serious issues is the wobbling of the brain.”
“The exertion caused by a rotational hit puts a much greater degree of stretch and strain on the nerve tissue than a linear hit,” Dr. Cantu explained. “It isn’t just going in one direction. It is going side to side, front and back.”
The magazine describes the injury.
“As soon as Brown’s head is hit, his brain violently accelerates. Neurotransmitters — chemicals that allow neurons to communicate with each other — are released, but since the trauma is so great, these neurotransmitters are chaotic and rendered effectively useless. At the same time, the new membranes surrounding the brain’s neuronal cells stretch so thin that ions like potassium and sodium flow out of the neurons and into the fluid-packed extracellular space. These ions are quickly replaced by calcium, which flows into the cell and basically paralyzes the neuron.”
“The cell is unable to transmit nerve impulses. So what you have is a cell that is alive, but is greatly impaired and nonfunctioning. Cantu calls it ‘an energy crisis in the brain.’ And it can last not just minutes, but for months. That means whatever responsibility that cell controls, whether it be memory, speech or rage control, it can’t do its job. ‘So if the cell affects vision, you won’t see properly,’ says Cantu.”
But that’s not all.
“Microseconds after the ion chemical reaction, Brown’s nerve cells and fibers start to stretch. Once the blood vessels in those parts break, microscopic hemorrhages occur. Doctors using specialty MRI scans have seen these ruptures in injured NFL players as tiny holes where vessels have bled out. If the vessels bleed into the brain’s tissue, the fluid could kill neurons, which can already be in bad shape from a hit as severe as Brown’s.
“Scientists do not know how to measure the number of cells injured in a concussion. They just don’t know. But for athletes who suffer from CTE, a degenerative condition that can only be diagnosed through autopsy (90 out 94 former NFL players who authorized the examination over the past eight years have had it), the cell death is crippling. It leads to massive atrophy in the medial surface of the brain’s temporal lobe. That’s the region and area of the brain that is associated, in part, with memory and language. If the cells don’t have enough rehab time (say, a player takes the field too soon), they ‘tip over,’ says Cantu, and die, causing brown stains to develop throughout that region (a phenomenon noted by medical examiners during autopsies on NFL players).”
Players like Dave Duerson and Terry Long wasted away due to the ravages of CTE and then ultimately committed suicide.
No football fan could forget Junior Seau. A team of scientists who analyzed the brain tissue of renowned NFL linebacker after his 2012 suicide concluded he suffered a debilitating brain disease likely caused by two decades worth of hits to the head, researchers and his family told ABC News.
That January 2013 article reported,
“More than 30 NFL players have in recent years been diagnosed with CTE, a condition once known as ‘punch drunk’ because it affected boxers who had taken multiple blows to the head. Last year, some 4,000 retired players filed lawsuits against the league over its alleged failure to protect players from brain injuries.
“The NFL has said it did not intentionally hide the dangers of concussions from players and is doing everything it can now to protect them.”
Ken Stabler suffered from CTE, died of colon cancer in 2015 and donated his roughly three-pound brain to Cantu’s CTE Center for analysis. Shortly before his death, he established the XOXO Stabler Foundation to take
“up a cause that directly affected the foundation’s chairman: sports-related brain trauma.
“The foundation’s new initiative XOXO Game Plan for Change is focused on changing the course and culture of contact sports to increase sports safety and reduce brain trauma in athletes. To facilitate change, the XOXO Stabler Foundation funds research on related brain diseases, methods of treatment and prevention, and educational outreach.”
Antwaan Randle El, 36, told the Pittsburgh Post-Gazette he suffered severe memory loss and couldn’t even walk down the stairs.
Calvin Johnson announced he’d retire at age 30 likely because of fears relating to his post-retirement health.
“The very severity of the disease, at least that we’re seeing in American football players, seems to correlate with the duration of play. The longer they play, the more severe we see it,” Dr. Ann McKee told The New York Times.
“Not only do I not have a problem with it, I am actually happy about it. I have long had ambivalent feelings about football, so at this point, it’s better to leave the hosting to those who are more enthusiastic about it.”
Again, Costas not part of the Olympics nor the Super Bowl seemed like a surprise. And again, it’s great to be able to do what you want and not do what you don’t want.
But Costas says we should not be surprised. His Olympics decision was made way back. And as for the Super Bowl,
“I have been making the same points for several years, often on NBC. In halftime commentaries, interviews with (NFL commissioner) Roger Goodell and other prominent NFL figures, appearances on CNN and elsewhere, I have addressed the issue of football and its undeniable connection to brain trauma many times.
“Because the evidence is overwhelming and the effects are often devastating. It’s the elephant in the stadium at every game whether others choose to acknowledge it or not. And it’s not going away. So the idea that I am only now finding my voice on this, or that NBC was taken aback by what I said at Maryland is just wrong. It’s all simple and straightforward.”
I love people who speak freely!
Yes, there are benefits to being a popular, rich athlete. A lot of good needs to be done in the world. It costs money. People need food and clean water. Children here need examples, especially the ones without fathers.
But would you go out on the field, even with a ton of protection, and do something that has destroyed so many people’s lives?
ESPN reported last April, owners were not happy with the weeks-long “intermissions” every four years and wanted “conciliatory offers from the International Olympic Committee and/or the NHL Players’ Association.”
“Any sort of inconvenience the Olympics may cause to next season’s schedule is a small price to pay compared to the opportunity to showcase our game and our greatest players on this enormous international stage.”
A deal didn’t happen, the players can’t compete and be Olympians this year, so Costas could call hockey. I don’t think he ever has, but he’s probably too smart to compete against the Olympics!
P.P.S. I couldn’t resist! Please forgive me.
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