Reports: Nexstar says no to WPIX-NY, WSFL-Miami

If you want to do something well, watch someone else do it. That’s the way to improve in most skills in life.

ftvlive logo

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.

This morning, he had two blog posts about the latest attempt to create the nation’s largest local television station owner: Nexstar Media Group’s effort to buy Tribune Media. (Last year, after a lot of opposition, Sinclair Broadcast Group was not allowed to make the purchase.)

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.

Nexstar owns or operates 174 television stations in 100 mostly small to mid-sized TV markets, reaching nearly 38.7 percent of American households. The limit is 39 percent, and that’s with the FCC’s UHF discount, which only takes half the market’s people into account. Tribune owns or operates 42 stations, including the nation’s biggest cities.

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.)

sinclair skull and crossbones

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.

feature nexstar wpix wsfl

Anyway, this morning, Scott wrote,

“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?

WPIX

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?

disney abc logo

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.)

Scott also wrote,

“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.

WHDH logo 4Then, 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.

Fox TV stationsSo 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.

I’ve shown you how networks have dumped highly-rated, loyal, long-time affiliate stations and went all-out to own stations in cities around the country, even if it meant starting a news department from nothing, which is exactly what WSFL has when it comes to news.

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).

wphl wbfs wwor

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.

WPLGWPLG 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.

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 thisthisthis 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

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Odds, ends and new beginnings

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!

ayelet maayan cohen

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.

MEDIA:

Some cable customers around the country missed the NFL’s Cowboys-Seahawks playoff game over the weekend because of a retransmission dispute between the cable company and a broadcast conglomerate. https://www.ftvlive.com/sqsp-test/2019/1/6/the-fans-are-getting-restless

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).

Here are some tips that could help us accomplish that cord-cut: https://www.makingsenseofcents.com/2015/10/cutting-the-cable-cord-by-getting-a-digital-antenna.html

Fox plans to sell almost everything to ABC/Disney, and getting rid of its regional sports networks was probably wise, considering ABC/Disney is having trouble selling them. https://nypost.com/2018/12/10/disney-plans-to-split-up-foxs-local-sports-networks-to-sell/

Why TV ratings (and the web) matter so much more than social media ratings, other than the fact the TV part makes money and the station actually owns its website. https://www.ftvlive.com/sqsp-test/2018/12/18/look-whos-crossing-the-street-in-dc

Why would anyone give a for-profit corporation that’s for sale (again) free money? What do you think? https://tvnewscheck.com/article/227094/tribune-broadcasting-gets-google-news-grant/

Columnist Harry A. Jessell says the government shutdown isn’t all bad, when you factor in the FCC and the market can do its job: “Wouldn’t it be nice if the shutdown of some pointless and counterproductive broadcast regulations were permanent?” https://tvnewscheck.com/article/top-news/227938/lets-make-partial-fcc-shutdown-permanent/

Where Les Moonves and loyal wife Julie Chen escaped to on New Year’s Eve to party, and how many of the world’s super-rich and super-powerful who probably hate hum hung out there before: https://www.mercurynews.com/2019/01/02/les-moonves-julie-chen-escape-scandal-on-david-geffens-590-million-yacht/

When do you go after your old boss? When he’s no longer your boss and loses $120 million. https://pagesix.com/2018/12/19/stephen-colbert-rips-les-moonves-after-he-was-denied-120m-payout/

Female meteorologist in Chicago looks like a young Shaun Cassidy. What she said, and what Shaun Cassidy did, as well! https://www.ftvlive.com/sqsp-test/2019/1/4/boom

NFL LogoTwo 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/

Advertising on NFL games for the five ad-supported TV networks were up 3.6 percent through 16 of the 17 weeks of this season. https://www.mediapost.com/publications/article/329800/nfl-ad-revenues-up-nearly-4-this-fall.html

Boris Epshteyn clip artFTVLive got a Sinclair internal document that laid out their plans for their must-run “Bottom Line with Boris” segments. What one of President Trump’s former communications spokespersons, now “Chief Political Analyst” for the largest owner of local TV stations, makes for his commentaries. P.S. Boris Epshteyn signed a non-disclosure agreement with the Trump campaign and is barred from talking critically about the president. https://www.ftvlive.com/sqsp-test/2019/1/6/exclusive-sinclair-must-run-costs-nearly-a-million-bucks

sinclair skull and crossbones

A friend in the Oval Office couldn’t even see Sinclair buy Tribune: https://www.baltimoresun.com/entertainment/tv/z-on-tv-blog/bs-fe-zontv-sinclair-bad-year-20181211-story.html

Tribune Broadcasting CompanyColumnist 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/

He said something different, less than a month ago. https://tvnewscheck.com/article/226599/sook-nexstar-sound-right-note-tribune/

Nexstar jumped on Tribune when Sinclair couldn’t become the buyer. As Nexstar looks to become the largest owner of local TV stations, its big boss insists the strategy is to stay laser-focused on local needs. https://variety.com/2018/tv/features/nexstar-tribune-perry-sook-ceo-sinclair-1203094572/

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.”

Watch what happened in late October, when all three possibilities could’ve been big (except #1, in my humble opinion, and you’ll never guess what the viewers chose!). https://marketshare.tvnewscheck.com/2019/01/04/tv-stations-use-megaphone-amplify-news-ratings/

Think the biggest competition for TV news is that other channel? Think again. The rise of technology such as on-demand and “OTT” (over the top) viewing is the most direct threat. This article explains it all. https://cronkitenewslab.com/management/2018/12/21/the-future-of-broadcast-news-is-ott-on-demand/

2018-12-31 andy cohenPoor 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/

Ryan Seacrest talks about moving from the west coast to New York – with his girlfriend – when he was tapped to co-host Live with Kelly and Ryan: https://people.com/tv/ryan-seacrest-opens-up-about-falling-for-girlfriend-shayna-taylor/

Netflix has had massive success lowering TV ratings but what about beating Hollywood? Netflix claims more than 45 million people watched “Bird Box,” making it the highest seven-day viewership of any Netflix original film. Could it get people to stop venturing out and spending money at theaters? The view is mixed. https://www.axios.com/box-office-movie-hits-record-sales-2018-hollywood-2c381e8c-8f7e-4573-9b4b-af127e7a9b68.html Preliminary numbers show theaters took in a record-breaking $11.8 billion in 2018, after years of relatively flat box-office admissions. https://www.axios.com/netflix-movie-industry-hollywood-bird-box-cb920482-4e59-4921-8b2d-632cdb9a47ac.html

How many times have I complained about Facebook on this blog? Let MediaPost tell you even more important information: “It comes as no big shock that Facebook is the least-trusted technology company. What’s surprising is the margin by which it wins this honor in a new poll by Toluna.” https://www.mediapost.com/publications/article/329889/facebook-is-least-trusted-tech-outfit-poll.html

mark zuckerberg facebookA 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

Comcast logo sizedThe 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/

Fewer people, especially younger ones, are watching network prime-time – but one expert said “It’s actually not quite as bad as we were expecting,” and another went with, it’s “still a valuable place to be for advertisers.” https://tvnewscheck.com/article/226770/broadcast-prime-still-8000-pound-gorilla/

When holiday specials and reruns started, CBS, ABC and the CW were having a rough go of it. NBC was hanging tough, and Fox showed renewed signs of life thanks largely to the influx of “Thursday Night Football” viewers. https://variety.com/2018/tv/news/tv-ratings-2018-this-is-us-cbs-abc-fox-1203095671/

fcc logoI’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

coast guard logoThe 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

On and off-air, behind the scenes, the deals, the politics: All the big media changes from 2018 https://www.cnn.com/2018/12/23/media/media-business-year-in-review/index.html

The Top 18 Media Grinches of 2018: https://www.nytimes.com/2018/12/23/business/media/worst-media-people-trump-fox-news-cbs-moonves.html

60 minutes
https://www.cbs.com/shows/60_minutes/

The Egyptian government tried to have 60 Minutes kill Scott Pelley’s interview with Egyptian president Abdel Fattah El-Sisi before it aired last night. Pelley and his producer gave more details. Plus, El-Sisi confirmed this is the deepest and closest cooperation Egypt has ever had with Israel. https://www.adweek.com/tvnewser/60-minutes-scott-pelley-rachael-morehouse-explain-story-behind-the-tense-interview-with-egyptian-president-el-sisi/390052 and https://www.cbsnews.com/news/egypt-president-el-sisi-denies-ordering-massacre-in-interview-his-government-later-tried-to-block-60-minutes-2019-01-06/

MIDDLE EAST AND RELIGION:

You’ve been seeing this growing cable channel’s Twitter posts on the side of this website (desktop, laptop) or below the posts (smartphone, tablet) for months already. https://www.ftvlive.com/sqsp-test/2018/12/21/i24-news-grows

U.S. Ambassador to Israel David Friedman hinted the Trump Administration will not be releasing its Middle East peace plan in the near future. The ambassador said it would be postponed by “several months” because of the Israeli election, April 9, and the ongoing refusal by the Palestinian Authority to accept the plan. https://worldisraelnews.com/us-ambassador-no-peace-plan-anytime-soon

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/

Two Jewish police officers filed a federal lawsuit against the Philadelphia Police Department in November, alleging years of anti-Semitic behavior by their colleagues and being punished professionally for alerting supervisors of their experiences. http://jewishexponent.com/2018/11/28/jewish-philly-cops-file-suit-allege-discrimination/

cory bookerSen. Cory Booker on why he refuses to condemn Farrakhan or Iran, by him and a close rabbi friend of 25 years. “We Jews are sick of being demonized. But we’re also sick of those who say that the demonization must end, but then refuse to condemn the anti-Semites, lest they pay a political price.” https://www.algemeiner.com/2018/12/10/cory-booker-refuses-to-condemn-farrakhan-or-iran-at-adl/

OTHER:

2011 Mayim BialikHow Mayim Bialik managed to spend Thanksgiving with the ex. Oh, not just him but his girlfriend – and his girlfriend’s ex. https://groknation.com/relating/mayim-thanksgiving-blended-family/

NBC’s top 11 must-read LGBTQ news stories of last year: https://www.nbcnews.com/feature/nbc-out/year-s-11-must-read-lgbtq-news-stories-n952346

Rock Hudson’s ‘true love’ says ‘I wish he had been born 30 years later’ https://people.com/movies/rock-hudson-true-love-lee-garlington/

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 thisthis 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

Stupid, stupid, stupid!

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.

Nachman header
https://lauranachman.wordpress.com/

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:

Nachman 1
https://lauranachman.wordpress.com/2018/09/26/furious-at-cbs3/

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.

In fact, here it is:

tornado warning
https://forecast.weather.gov/product.php?site=NWS&issuedby=PHI&product=TOR&format=CI&version=1&glossary=0

 

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.

The National Weather Service website says about tornadoes:

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?most viewed

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?

Does she think the weather wasn’t a story?

Look at all the storm reports around the area.

storm reports
https://philadelphia.cbslocal.com/video/category/news-weather/3941636-weather-update-heat-humidity-return/

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.

ambulance flood
https://philadelphia.cbslocal.com/2018/09/25/heavy-rain-flooding-rescues/

By the way, has she checked Inside Edition‘s website for Cosby coverage? It’s right here:

IE Bill Cosby
https://www.insideedition.com/bill-cosby-sentenced-3-10-years-sexual-assault-case-47081

Seems like much ado over nothing.

By the way, her other gems from overnight:

Nachman 2
https://lauranachman.wordpress.com/2018/09/26/gritty-makes-inside-edition/

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:

IE Gritty
https://www.insideedition.com/philadelphia-flyers-mascot-gritty-ignites-social-media-firestorm-47102

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.”

Amazon Thursday Night Football
https://www.ftvlive.com/sqsp-test/2018/9/26/ladies-night

And finally, her specialty, that she can’t stop writing about:

Nachman 3
https://lauranachman.wordpress.com/2018/09/26/happy-49th-anniversary-brady-bunch/

(That’s its, not it’s!)

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.

nachman jessica dean
https://lauranachman.wordpress.com/2018/09/24/another-new-normal-for-cbs3/

Her readers deserve better.

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.

Tribune to Sinclair: Judge’s gavel instead of merger’s handshake

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.

Today, according to Axios, Tribune announced it

“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 Wall Street Journal reported Tribune alleges Sinclair “failed to make sufficient efforts to get their $3.9 billion deal approved by regulators.”

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.

Personally, it proves what I wrote here on July 25,

“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.

Bloomberg reported,

“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.

“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.

But still, the deal would’ve been so big that some stations would have to go, and that’s what led to problems. Specifically, it was which stations the combined Sinclair-Tribune would own, would have to go.

Sinclair and Tribune are two of the country’s largest broadcasters.

Sinclair, the largest, claims it “owns, operates and/or provides services to 191 television stations in 89 markets.”

According to TVSpy,

“Sinclair was proposing to control 233 stations in 108 markets, adding 42 Tribune stations to their current roster.”

sinclair before tribune
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.

Boris Epshteyn clip art

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.

jared kushnerAnd 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.

Meanwhile, Sinclair defended the merger as necessary consolidation in the face of competition from cable and tech, according to NBC News.

The network also reported it came “in the face of opposition from the FCC and questions about whether Sinclair tried to mislead the government with its divestiture plan, in which it sought to sell some stations to parties close to Sinclair.” (I’ve written about these so-called sidecar agreements time and time again.)

The first sign of trouble, other than delays, came last month.

TVNewsCheck wrote Pai, perhaps the deal’s biggest cheerleader after President Trump, decided he had “serious concerns” about the Tribune stations Sinclair would get in Chicago, Dallas and Houston – that Sinclair might still be able to operate them “in practice, even if not in name.”

WGN-TV

TVSpy put it this way:

“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 has been known to use shell corporations, local marketing agreements and joint sales agreements to operate stations it doesn’t own. (See Cunningham Broadcasting, for example. Click here for Baltimore and here for mid-Michigan.)

There were also concerns about spinning off stations for unreasonably low prices.

Tribune’s complaint alleges

“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.

This morning, Tribune released this statement:

“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.)

That’s a big change from exactly three weeks ago, July 19, when Tribune responded to the FCC issuing its Hearing Designation Order with this statement:

“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.”

Click here for the 62-page complaint.

In case you don’t plan to read it all, The Washington Post reported Tribune accused Sinclair of

“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.

Click here for 176 pages of exhibits.

Sinclair, for its part, put out this response:

“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.’”

FTVLive’s Scott Jones brought more from Ripley.

Chris Ripley statement

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.”

Yahoo! Finance reports Disney will have 90 days from the deal closing to sell, and CEO Bob Iger said on Tuesday’s earnings call,

“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.

It planned to buy some of those stations that had to be spun off from the Sinclair-Tribune deal, probably insisting on the number and places (NFL football markets), or threatening to pull the stations’ affiliations and put Fox programming on a competitor.

“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.

Thursday Night Football logo

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.

However, new deals may already be in the works. Just Monday, Tribune announced it

“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.

Fox WSFL WSVN

Not mentioned is Miami/Fort Lauderdale Tribune station WSFL. That CW affiliate was going to be sold to Fox, even though Fox has an affiliation agreement with Sunbeam’s WSVN in South Florida. What would’ve happened if Fox bought a competitor was anyone’s guess, but that’s now a moot point.

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.

cox media group

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.

TVNewsCheck’s Harry Jessell – who I quote a lot – recently wrote

“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.”

As promised earlier, this is the rest of today’s Tribune statement:

RECENT DEVELOPMENTS

Sinclair Acquisition

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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Sinclair, Tribune TV stations combined: Why it’s not a done deal yet

Let’s start by updating my latest post on television. Last Thursday, in discussing Fox Sports paying a fortune for Thursday Night Football, I brought up Sinclair Broadcast Group – the largest TV owner in America – trying to buy Tribune Broadcasting, another biggie.

Sinclair had given hints on what it would divest in order to get approval from the Federal Communications Commission (public airwaves) and Justice Department (antitrust) ownership limits. You’ll find that here.

Also, I mentioned the FCC’s internal watchdog is looking at whether its chairman, Ajit Pai, pushed too hard for the blockbuster $3.9 billion deal by having his agency let television broadcasters own a lot more stations than they were allowed. That happened mere weeks before the deal was announced.

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Ajit Pai (Wikipedia)

Those against the deal question the timing of the rule changes, and also Pai’s meetings with Sinclair representatives.

Bloomberg reported an FCC spokesman called the accusation against Pai “absurd.”

It used to be a company’s stations couldn’t reach more than 39 percent of the country but the change is, the FCC restored the old rule that lets companies “discount” the reach of their UHF stations in the formula, because those stations were weaker, pre-cable and satellite.

Sinclair’s stations reached 38 percent of the country before the Tribune deal – just short of 39 percent — but with the UHF stations, the combined company would legally reach 72 percent!

Tribune has 42 stations, and Sinclair either owns or operates 193. That’s noteworthy because some stations will still have to be spun off to comply with even the relaxed rules.

So who plans to buy the stations Sinclair would divest if the deal goes through?

Fox TV stations21st Century Fox, since Disney/ABC plans to buy most of its assets, leaving the so-called “New Fox” with just the Fox network; 28 TV stations in 17 markets, covering more than 37 percent of homes, but the Fox Television Stations Group’s website STILL doesn’t list them, as I’ve written time and time again; the Fox News Channel; the Fox Business Network; and a whole lot of cash in exchange for everything else including its studio.

Besides, 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. Three people familiar with the negotiations have said the two sides are expected to come to an agreement eventually.

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The question is: Will the merger bolster local news coverage and be a stronger competitor to internet giants like Facebook and Google — or harm competition?

Broadcasting & Cable magazine quotes Business in the Public Interest chairman and CEO Adonis Hoffman, a former top FCC staffer, as saying,

“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 say those other companies — cable, satellite and the internet — don’t use our public airwaves and broadcasters do, so the rules should be different.

NFL Logo

Last Thursday, I also wrote about Fox trying to buy stations in cities with NFL teams. I don’t exactly care for the emphasis Fox has put on that, since teams have been moving. But it already has a wide majority of the NFC, which it mostly carries Sunday afternoons, and the AFC becomes even more important since Fox will be carrying Thursday Night Football.

sinclair before tribune
Sinclair’s reach without Tribune

So the plan is 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.

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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.

Tomorrow, I’ll have details from history on why he should be worried, even though the status quo since 1989 has been good for both him and Fox.

Here is a hint: I used the phrase “a lack of commitment to those communities” a few paragraphs ago.

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And one more thing about the FCC’s chairman, Ajit Pai. Last Friday, he won the National Rifle Association’s “Charlton Heston Courage Under Fire Award” at the Conservative Political Action Conference for successfully pushing to repeal his agency’s net neutrality rules that are popular with the public.

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https://www.instagram.com/p/BeGTtHtHeft/?taken-by=nationalrifleassociation

Just today, The Washington Post reported, “Surveys last year showed that more than 80 percent of Americans, and 75 percent of Republicans, preferred keeping the FCC rules on the books rather than repealing them.”

The Hill reported, “Pai’s award is a handmade Kentucky long gun, which will be housed in the NRA’s museum in Fairfax, Va.”

Those net neutrality rules made internet companies common carriers like your phone or electric company, equal to all. But according to the American Civil Liberties Union, “What you can see on the internet, along with the quality of your connection, are at risk of falling victim to the profit-seeking whims of powerful telecommunications giants.”

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The Post reports, “There are still “opportunities to challenge the FCC in court and in Congress,” and this afternoon, Ars Technica announced, “The Washington state legislature has approved a net neutrality law that applies to all wired and wireless Internet providers in the state and prohibits blocking, throttling, and paid prioritization.”

If worst comes to worst, the fight to keep net neutrality could become a state by state issue — harder than convincing the FCC, but already being discussed in “more than half of US states.”

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