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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Call to action: Help stop Sinclair from taking over Tribune

First, I want to go thank and apologize to everyone who read my last post. It was way too long. Yes, it contained what I think was good information on several subjects. It happened to be on a snow day and I had nothing better to do then let out some of what I was thinking. It took a good ten hours, but I learned how to use gifs to make the radar show the storm in action in the beginning, and the white leaving Philadelphia at the end.

A lot of what takes so long is gathering all the tags and categories. If you saw the old sitemap page on this site, I had to keep a list of new categories, then publish and go through those new categories you see below the post. I had to physically cut and paste them on the sitemap page, in alphabetical order. The links did come along, but I decided since you already get that on the bottom right (if you’re reading on a desktop, and the very bottom, if not), then I can get rid of that page to save time. That was just a duplicate, so that’s what I did.

Also since that last post, I made changes on the right side (again, if you’re reading on a desktop, and below the posts if not). First, I changed some of the headings and got rid of the link to that sitemap page.

category cloudSecond, I added a Category Cloud that WordPress is now offering. It shows the 30 categories I’ve used the most. The more I use a category, the bigger it looks. I can’t say I’m very proud of what I’ve written so far, based on the categories I’ve used, if this Category Cloud is correct.

(There is no list of tags but I can assure you, the search box will find anything that has been used in a post. WordPress’ search capability is much, much better than Lakana’s for both users and behind-the-scenes people. Surprisingly, at WTXF-Fox 29, we’ve had to use Google searches to find articles we, ourselves, wrote!)weather

Third, I really improved weather and it actually updates on its own!

While on the subject of extras on this blog, I also don’t know why the Twitter feed doesn’t appear on tablets, but am looking into it.

I don’t really want to be remembered by writing about a job I had, no matter how good it was. There are other parts of life. Of course, TV news is something that I’d been interested in since I was a child and studied it on my own, from growing up through college and to this day. Then, two years after college, I finally got my first job in the field and spent my career — minus the eight years I took teaching — in news, so it’s natural I will write about that a lot.

That’s a good segue to the headline of today’s post. The Sinclair attempt to buy Tribune has really been bothering me. I don’t know what you think, but I know what you should think. I’ve seen veteran journalists at stations being bought by Sinclair leaving for the competition, stations in other cities, or just retiring so they could keep the benefits they’ve earned at the other company.

Instructions from Corporate (thanks to Esquire):

Please produce the attached scripts exactly as they are written. This copy has been thoroughly tested and speaks to our Journalistic Responsibility as advocates to seek the truth on behalf of the audience.”

Millions of Americans will soon be watching promotions that begin with one or two anchors introducing themselves and saying,

Script:

“I’m [we are] extremely proud of the quality, balanced journalism that [proper news brand name of local station] produces. But I’m [we are] concerned about the troubling trend of irresponsible, one sided news stories plaguing our country.”

“The sharing of biased and false news has become all too common on social media. More alarming, national media outlets are publishing these same fake stories without checking facts first. Unfortunately, some members of the national media are using their platforms to push their own personal bias and agenda to control ‘exactly what people think’ … This is extremely dangerous to our democracy.”

Then the anchors are supposed to strike a more positive tone and say that their local station pursues the truth.

“We understand Truth is neither politically ‘left or right.’ Our commitment to factual reporting is the foundation of our credibility, now more than ever.”

CNN reports, “Internal documents call the new initiative an ‘anchor delivered journalistic responsibility message.'”

But some TV news anchors forced to read it at Sinclair’s 173 stations said,
* “At my station, everyone was uncomfortable doing it,”
* “so manipulative” and
* “I felt like a POW recording a message.”

Also according to CNN, “The instructions sent to station news directors say that the 60- and 75-second spots should run frequently ‘to create maximum reach and frequency.'”

It’s apparently the brainchild of Scott Livingston, the company’s senior vice president of news. Last year, he starred in an almost identical one, which you’ll be able to see shortly. This year, the local news anchors get that extra attention.

He wrote in a statement to CNN:

“Promo messages, like the one you are referring to, are very common in our industry. … “This promo addresses the troubling trend of false stories on social media [Livingston’s emphasis], and distinguishes our trusted local stations as news destinations where we are committed to honest and accurate reporting. This promo reminds our viewers of this mission.”

Then CNN reports, “After this story was published, Livingston sent CNN another copy of the script. It had one big difference: The word ‘national’ was missing. Instead, it said ‘some media outlets’ publish ‘fake stories.’

You work so hard on something and then realize there’s something wrong with it.

Wait. It gets worse.

CNN says another document went into great detail about how the promos “should look and sound.”

“Talent should dress in jewel tones — however they should not look political in their dress or attire. … Avoid total red, blue and purples dresses and suits. Avoid totally red, blue and purple ties, the goal is to look apolitical, neutral, nonpartisan yet professional. Black or charcoal suits for men…females should wear yellow, gold, magenta, cyan, but avoid red, blue or purple.”

CNN concludes its description with,

“At the end of the promo, viewers are encouraged to send in feedback ‘if you believe our coverage is unfair’ and ‘Corporate will monitor the comments and send replies to your audience on your behalf,’ so ‘In other words, local stations are cut out of the interactions with viewers. Management will handle it instead.'”

This is just indicative of the type of company Sinclair is. I strongly feel TV stations are there to serve the public interest. They use the public airwaves and therefore the rules are different. TV stations should be run by their general managers who live in and are part of the community. And this is exactly the opposite.

map Holmdel
Google Maps: 76.6 miles to Philadelphia, just 45.0 miles to New York (Lower Manhattan)

So should other department heads like news directors. At least one in the Philadelphia market lives in the northern half of Monmouth County, which looks right up at New York. If cities and states can have residency requirements, I think there should be one here, too — not for the financial reasons governments have, but to live among the citizens and serve them better. I wonder whether people in the neighborhood watch New York or Philadelphia TV (if they even get both), and whether they care more about New York or Philadelphia issues and events.

It shouldn’t matter much whether GMs come from the sales side or the news side, as long as they’re serving the public interest. There should be hardly any interference from a major corporation’s headquarters.ABC News Nightline

Sinclair ordered all of its ABC stations not to air April 30, 2004’s episode of Nightline in which Ted Koppel read the names of the more than U.S. troops killed in action in the Iraq war, while their pictures are shown to viewers. According to CNN, ABC News said in a statement:

“We respectfully disagree with Sinclair’s decision to pre-empt ‘Nightline’s’ tribute to America’s fallen soldiers. …The Nightline broadcast is an expression of respect which simply seeks to honor those who have laid down their lives for this country.”

Sinclair saw it differently. In the same article, CNN wrote the Sinclair group put a statement online that said the Nightline program

“appears to be motivated by a political agenda designed to undermine the efforts of the United States in Iraq. … Mr. Koppel and Nightline are hiding behind this so-called tribute in an effort to highlight only one aspect of the war effort and in doing so to influence public opinion against the military action in Iraq.”

It also quoted Sinclair general counsel Barry Faber confirming his company told its ABC affiliates not to air the program because, “We find it to be contrary to public interest.”

Of course, those TV stations not airing the program the rest of the country got to see got many complaints from people who could not.

ABC said it aired the names and pictures of all those killed during the Sept. 11, 2001, terrorist attacks, on the first anniversary.

The CNN article found,

“According to campaign finance records, four of Sinclair’s top executives each have given the maximum campaign contribution of $2,000 to the Bush-Cheney re-election campaign. The executives have not given any donations to the campaign of Sen. John Kerry, the presumptive Democratic nominee, the records showed.”

Keep in mind this was more than six months before the election.

Sinclair should not have the right to do what it did. The decision should’ve been made on the local level. It appears Sinclair’s owners are far right-wingers using their assets (and our airwaves) to get what they want politically. That’s not the public interest.

Looking back at that same election, The Seattle Times wrote in 2013,

“Most notoriously, the company ordered its stations to air a documentary critical of Democratic presidential candidate John Kerry right before the 2004 election. … After an uproar, the stations ended up airing just a few minutes of the documentary, Stolen Honor: Wounds That Never Heal, as well as excerpts from a pro-Kerry documentary and interviews with veterans.”

firedBut Sinclair did not care to learn. It fired Washington bureau chief and reporter Jon Leiberman for publicly questioning the company’s decision to air it! The article continued,

“In 2010, several Sinclair stations aired an infomercial about President Obama intended to sway voters in midterm elections. The 25-minute piece, funded by a Republican political-action group, said Obama “displays tendencies some would call socialist” and claimed the president had accepted campaign donations from Middle Eastern terrorist organizations.

“In 2012, on the Monday before the election, viewers in some swing states found their nightly news or other programs replaced on Sinclair channels by an ‘election special’ produced by Sinclair that was biased against Democrats.”

Pretty sneaky! Like those examples weren’t “to influence public opinion,” as Sinclair said about Nightline way back in 2004?logo strip latest

The Seattle newspaper article, more than eight years after Sinclair was forced to cave in on the Kerry documentary controversy, came as Sinclair was preparing to buy that city’s ABC affiliate, along with Fisher Broadcasting’s other stations.

The article back then added,

“Even without the Fisher stations, Sinclair is the largest independent TV broadcaster in the country, according to its website.”

So who has been running Sinclair the whole time? The article reports, “The company’s top executives are the four sons of Sinclair founder Julian Sinclair Smith.” He died in 1993, but he and his family incorporated Sinclair Broadcast Group earlier, in 1986, and one of his four sons, David, became CEO in 1988.

SIDEBAR: The Baltimore Sun reported David Smith was arrested “and charged with committing a perverted sex act in a company-owned Mercedes” in August, 1996. It happened “in an undercover sting at Read and St. Paul streets, a downtown corner frequented by prostitutes.” Smith and Mary DiPaulo “were charged with committing unnatural and perverted sex act.” Police said “they witnessed the two engage in oral sex while Smith drove north” on Baltimore’s Jones Falls Expressway. Neither Sinclair nor its local flagship station WBFF-45 would comment.

People in the media have lost jobs over less. It looks like Smith used his power and influence to keep most of the media quiet. How do you think Sinclair would have handled another company’s executive in a similar situation?

BACK TO BUSINESS: The Seattle Times article described the four sons.

“They have contributed thousands to the Republican National Committee and conservative candidates, even forming a political-action group more than a decade ago to donate to the campaigns of former President George W. Bush and Sen. John McCain, R-Arizona, among others.”

That said, I should note McCain was angry at the company’s 2004 decision forcing its ABC stations to preempt Nightline due to our victims in Iraq. The CNN article reported McCain, a Vietnam veteran and prisoner of war, wrote in a letter to David Smith:

“Your decision to deny your viewers an opportunity to be reminded of war’s terrible costs, in all their heartbreaking detail, is a gross disservice to the public, and to the men and women of the United States Armed Forces. … It is, in short, sir, unpatriotic. I hope it meets with the public opprobrium it most certainly deserves.”

There is no more Fairness Doctrine, which from 1949 to 1987 required the broadcast license holders to present controversial issues of public importance, and to do so in a manner that was honest, equitable, and balanced. Turns out, the FCC ended it because it supposedly violated those owners’ First Amendment rights! In other words, to hell with the public and their airwaves.

Even without the Fairness Doctrine formally, what it stood for should be maintained. Good journalism requires both sides to be heard on an important issue.

(To avoid confusion, the equal-time rule deals only with political candidates and has been around, in one form or another, since 1927.)

These days, you can continue to call Sinclair the king of the “must-runs,” which The New York Times reported this May arrive every day at its TV stations. The paper defined them as

“short video segments that are centrally produced by the company. Station managers around the country are directed to work them into the broadcast over a period of 24 or 48 hours.”

So much for local control over content! The Times gave these examples:

“Since November 2015, Sinclair has ordered its stations to run a daily segment from a ‘Terrorism Alert Desk’ with updates on terrorism-related news around the world. During the election campaign last year, it sent out a package that suggested in part that voters should not support Hillary Clinton because the Democratic Party was historically pro-slavery. More recently, Sinclair asked stations to run a short segment in which Scott Livingston, the company’s vice president for news, accused the national news media of publishing ‘fake news stories.’”

Does this sound rational or unnerving?

Then, the article mentioned that Seattle station the company bought less than five years ago.

“Eight current and former KOMO employees described a newsroom where some have chafed at Sinclair’s programming directives, especially the must-runs, which they view as too politically tilted and occasionally of poor quality. They also cited features like a daily poll, which they believe sometimes asks leading questions.

“The journalists at KOMO described small acts of rebellion, like airing the segments at times of low viewership or immediately before or after commercial breaks so they blend in with paid spots. They all spoke on condition of anonymity, citing fear of reprisal from the company.

“Those interviewed said that being on the other side of the country from the corporate headquarters outside Baltimore gave them some breathing room. But not always.

“In late 2013, for instance, after The Seattle Times wrote an editorial criticizing Sinclair’s purchase of KOMO, Sinclair ordered KOMO to do a story critical of the newspaper industry, and of The Seattle Times in particular, according to two of the people interviewed.

“KOMO journalists were surprised in January when, at a morning planning meeting, they received what they considered an unusual request. The station’s news director, who normally avoided overtly political stories, instructed his staff to look into an online ad that seemed to be recruiting paid protesters for President Trump’s inauguration. Right-leaning media organizations had seized on the ad, which was later revealed as a hoax, as proof of coordinated efforts by the left to subvert Mr. Trump.

“Only after reporters had left the room did they learn the origin of the assignment, two of them said: The order had come down from Sinclair.”

Seattle is a progressive city. Imagine how all this would fly in New York, Los Angeles and Chicago!

Scott Livingston, the company’s vice president for news, told The Times his company isn’t right-wing. Instead,

“We work very hard to be objective and fair and be in the middle. … I think maybe some other news organizations may be to the left of center, and we work very hard to be in the center.”

I interpret that to mean Sinclair works very hard to be to the right of maybe some other news organizations. And again, refer to what I wrote about local control. (Don’t you think conservatives who insist on local control of children’s schools would also want local control on broadcasting?)

In March, while Sinclair was fighting to take over Tribune, and apparently hoping to sway public opinion, Livingston forced Sinclair stations to run a segment featuring him that blamed everyone else:

Remember, this year, the company is making local news anchors do this work.

mark hyman Mark Hyman, from http://stopthecap.com/2017/05/15/consolidation-sinclair-broadcasting-acquires-42-tribune-tv-stations-3-9-billion-deal/

Sinclair had its former Vice President for Corporate Relations Mark Hyman give “must air” right-wing commentaries for years, and some still run. Variety magazine said “commentary segments on politics and culture from Mark Hyman … typically offer a deeply conservative perspective.”

Boris Epshteyn clip art
Sinclair’s Boris Epshteyn, via Microsoft Word clip art

Then, last April, it hired former Trump campaign spokesman and advisor Boris Epshteyn as its chief political analyst, a month after he left the White House, according to Variety. His last titles were Special Assistant to the President, and Assistant Communications Director for Surrogate Operations for the Executive Office of President Trump.

Livingston said having Epshteyn serve as a commentator on Sinclair’s 173 television stations’ political news coverage is part of its efforts to provide “political context that goes beyond the podium” for viewers, and

“We understand the frustration with government and traditional institutions. … Mr. Epshteyn brings a unique perspective to the political conversation and will play a pivotal role in our mission to dissect the stories in the headlines and to better inform and empower our viewers.”

He must’ve liked what he saw in the “Bottom Line with Boris” segments. Just two months later, Variety reported instead of three per week, Sinclair planned to deliver nine Epshteyn commentaries per week to stations.

According to the magazine:

“His segments have so far been a mix of cheerleading and defensive arguments on behalf of the Trump administration’s agenda.”

fox-news-logoThat’s not exactly “fair and balanced” as Fox News used to proclaim to be.

Sinclair does not offer commentaries from the other side, but tells you the news programming their network-affiliated stations air is left-wing liberalism.

Also, a month after the presidential election, President Trump’s son-in-law and advisor Jared Kushner said Sinclair executives worked with the campaign to spread pro-Trump messages in Sinclair newscasts. Sinclair vehemently denied that and claimed it offered equal amounts of airtime for in-depth interviews to Trump’s rival, Hillary Clinton, and she declined the invitation.

I think most journalists try to be fair and leave their own opinions at home because they tend to be good people who try to do the right thing, unlike a lot of the corporations that only look out for shareholders and in Sinclair’s case, the owners’ political views.

It used to be that a company could not own more than five TV stations. Remember that? But slowly and slowly, the rules were loosened and loosened, more and more.

According to The New York Times,

“Last April, the chairman of the Federal Communications Commission, Ajit Pai, led the charge for his agency to approve rules allowing television broadcasters to greatly increase the number of stations they own.”

change channels 1It got the UHF discount rule reinstated, and that’s not a sign of the times. These days, most people have access to about 100 stations. It used to matter if your local TV station was VHF or UHF, due to antennas and how old TV sets were made for the UHF band. UHF stations were not as accessible, so the FCC decided the amount towards the cap should only be half for those stations, compared to VHF stations.

But now, the signals are digital and most people watch their local stations on cable, satellite, or on the internet. It makes no difference, so the UHF discount is unnecessary. And again, unlike the other 90 or so stations available to most people, local TV stations use the public airwaves and are required to serve the local communities’ interest. If the owners of these corporations don’t like that, then they are in the wrong business. Let them work for a cable station.

But concerning the UHF discount being brought back, The Times immediately said,

“A few weeks later, Sinclair Broadcasting announced a blockbuster $3.9 billion deal to buy Tribune Media — a deal those new rules made possible.”

Ajit Pai fcc wikipedia
Ajit Pai (Wikipedia)

Now, Pai is under investigation by the FCC’s inspector general but it takes two to tango. If he’s guilty, then who did he work with? Sinclair? President Trump, due to Sinclair’s good coverage of him?

I wonder. This is what The Times thinks:

“A New York Times investigation published in August found that Mr. Pai and his staff members had met and corresponded with Sinclair executives several times. One meeting, with Sinclair’s executive chairman, took place days before Mr. Pai, who was appointed by President Trump, took over as F.C.C. chairman.

“Sinclair’s top lobbyist, a former F.C.C. official, also communicated frequently with former agency colleagues and pushed for the relaxation of media ownership rules. And language the lobbyist used about loosening rules has tracked closely to analysis and language used by Mr. Pai in speeches favoring such changes.”

An FCC spokesman representing Mr. Pai countered the allegations of favoritism were “baseless,” and

“For many years, Chairman Pai has called on the F.C.C. to update its media ownership regulations. … The chairman is sticking to his long-held views, and given the strong case for modernizing these rules, it’s not surprising that those who disagree with him would prefer to do whatever they can to distract from the merits of his proposals.”

You decide.

Still, Sinclair would have to sell stations and Variety reported “Sinclair surprised the industry” by proposing to sell two of Tribune’s biggest gems: WPIX in New York and WGN-TV in Chicago.

But can you believe who agreed to buy them, and the prices that will supposedly be paid?

WPIX

WPIX-New York would go to Cunningham Broadcasting Company for a mere $15 million. That’s pennies on the dollar!

And about Cunningham Broadcasting: That company is mostly owned by the family that runs Sinclair, specifically 90 percent by the estate of Carolyn Smith, the late wife of Sinclair founder Julian Sinclair Smith and mother of Sinclair chairman David Smith!

Cunningham has 20 stations, according to its website, but Sinclair is actually the company that runs most of them. That’s a sneaky way to use a shell corporation in order to get around the rules. It’s completely unethical and the FCC should really throw the book at them, but it looks like something similar is about to happen.

WGN-TV

Then, Variety reports “The buyer for WGN-TV is listed as Steven B. Fader, chairman of Baltimore-based Atlantic Capital Group. Fader is a business partner of David Smith in Atlantic Automotive Corp., which owns dozens of car dealerships.”

Again, somebody close to the family. Again, a tiny price. This time, $60 million, which is four times as much as the bigger New York station.

wpwr chicago logoBig city stations don’t get bought and sold so often, but according to Variety, “Back in 2002, Fox paid $425 million to acquire WPWR-TV Chicago, a UHF station that was not nearly as strong in the market as WGN-TV” which is on Channel 9 and much more prominent as the former superstation that carried Bozo the Clown and Chicago Cubs baseball games.

Another station part of the deal is KTLA in Los Angeles, which Tribune bought for a record $510 million way back in 1985. NBC bought WTVJ in Miami for $240 million in 1987.

Do WPIX-New York for $15 million or WGN-TV Chicago for $60 million sound at all reasonable?

I think the FCC should insist Sinclair itemize every TV station it plans to buy from Tribune, tell everyone how much it values each and how it adds up to $3.9 billion.

The New York Times recently reported Sinclair submitted a proposal that

“would put many of the stations in trusts, an arrangement that has raised some concern from consumer groups that the company will try to operate them through partners down the road, because it runs some stations that way now.”

And Sinclair had said WPIX-New York and WGN-TV Chicago would be sold “to third parties that it would partner with later.”

Doesn’t Sinclair running TV stations that are really owned by shell corporations sound familiar, especially for a company that wants to be seen all over the country?

sinclair before tribune
Sinclair now, without Tribune

What Sinclair is willing to accept for WPIX and WGN-TV is outrageous and makes no sense. As Judge Judy says, “If it doesn’t make sense, it’s not true.” And if you believe Judge Judy’s phrase, then the people who run the largest broadcaster in America are liars and therefore unfit.
map Harrisburg Indy Greensboro

Sinclair is also asking for permission to own more than one station out of the top four in Harrisburg, Indianapolis and Greensboro. It already owns TV stations in those cities. Why should it get special permission to break the rule and own more, after all it has done?

Speaking of violations, in December, the FCC proposed fining Sinclair for – as the company put it –

“apparently airing certain public service segments by the Huntsman Cancer Foundation about cancer prevention, treatments and cures, without certain sponsorship identification. … Any absence of sponsorship identification in these public service segments was unintended and a result of simple human error. … We disagree with the FCC’s action and intend to contest this unwarranted fine.”

The proposed amount of $13.4 million was really “for not identifying paid programming as advertising,” according to USA Today.

It continued,

“The FCC said … Sinclair’s Salt Lake City station produced news story-like programming for local news broadcasts and longer 30-minute TV programs for the Huntsman Cancer Foundation. The FCC said these spots that weren’t properly identified as ads aired more than 1,700 times in 2016 across 64 Sinclair-owned TV stations and also for 13 other stations not owned by the company. The FCC said Sinclair apparently didn’t tell these stations that it didn’t own that it was providing an ad.”

CNN said,

“The segments looked just like independent news stories, but Sinclair failed to disclose that they were paid for by the Huntsman Cancer Foundation.”

tv news advertisingSo Sinclair doesn’t know the difference between public service segments, done out of generosity, and ads they charge to air? If that’s the case, then they’re dumb, and dumb people should not be overseeing news. (Just wait a paragraph!)

The proposed fine is supposed to be a record. Some say that’s evidence the FCC is being tough on Sinclair. On the other hand, considering the severity and number of times they did it, others including two FCC commissioners said the fine was too low.tv owner population share

Also, you would think the largest broadcaster in America would do news right. It claims it buys new equipment and really helps local stations provide the best local news to their audiences.

What about Pittsburgh? It’s a large city and Sinclair owns a Fox affiliate, WPGH-Channel 53. It used to produce its own newscast but no longer does. Instead, it runs a newscast produced by a competitor. That’s one less local television voice. Doesn’t Pittsburgh deserve a fourth station offering its own local news? Isn’t the city and region big enough?

Then, what about Sinclair pretty much closing up shop in Toledo, Ohio? Its NBC affiliate there has a few people left in news but production is done out of its CBS/Fox stations in South Bend, Indiana. That includes its anchors and weather people. Who knows if they’ve ever been to Toledo, know anything about it, its history, what’s popular there, etc.? How can they do a decent job and how many people were laid off when Sinclair made that decision? FTV Live’s Scott Jones has shown an example after example of technical problems that happened because of Sinclair going cheap.

(The Fox affiliate in the Scranton/Wilkes-Barre market is a little different. It’s not as bad since the station finally stopped outsourcing news to the competition and started doing its own for the first time last year, except with those same South Bend anchors who would have the same questionable knowledge of northeast Pennsylvania.)

But those South Bend anchors can’t do three newscasts at once. Some things we see live everyday would have to be recorded. Does the weather person say the current conditions, or are they simply put on the bottom of the screen. Can you see live-shots during snowstorms, or what it was like an hour ago?news flash

When there is breaking news and very little information, a good news anchor will be able to ad-lib around about the area the news is taking place. That anchor will tell you where it is, what’s nearby, major places to avoid, etc. The weather person will know the nuances and micro-climates of that area.

Sinclair has shown none of that matters.

Furthermore, several states’ attorneys general have spoken out against the sale, ironically including Maryland where Sinclair is based and Illinois where Tribune is based. That says a lot!nancy reagan

For all of these reasons, including less competition, the FCC should deny Sinclair the chance to buy Tribune. As Nancy Reagan said, just say no. Let this awful waste of time (ten months so far) and money become history as quickly as possible.

This is information on the FCC. The party of the president gets three of the five commissioners, and the other party gets just two. Two recent votes — bringing back the UHF discount and getting rid of net neutrality – have gone party line. The Sinclair-Tribune decision should not go the same way, although the Justice Department has to also make a decision.

I suggest you make a case and email each of the five, letting them know the danger that Sinclair poses by its size, its power, and its ethics. A few clear sentences with your name address and phone number will help. You can even copy and paste this post, write a sentence and add this post’s URL (https://cohenconnect.com/2018/03/11/call-to-action-help-stop-sinclair-from-taking-over-tribune/), or look for other sources if you trust them more than me.

Just copy and paste whatever you do. Then, look at the bottom-left of the FCC’s website under Leadership. You’ll have to click each commissioner and look at the left side to email each one.

CongressDon’t forget Congress created the FCC, oversees it and confirms FCC appointments.

They can even use the Congressional Review Act (CRA) to review new federal regulations issued by government agencies and overrule them by passing joint resolutions. Congress enacted it while Newt Gingrich was House Speaker as part of his Contract with America, and President Clinton signed it into law in 1996.

Click here if you need to find your Congressional Representative (you may need your ZIP+4) and click here to find your senators. Just look for your state at the top of the site.

Then, send what you sent the FCC commissioners.

fcc logoWe are the public, the American people. I don’t think we have been listened to by most of the people in government on any level for far too long, with just a few exceptions. It’s time to make a change and take charge. The FCC has revoked licenses before. In Boston, a whole new channel 5 was established in 1972. It forced the owner of New York’s channel 9 to move to New Jersey and then let it sell instead of revoking its license. In the 1960s, after a several-years long investigation, KYW was brought back to Philadelphia from Cleveland. The FCC can do big things. Let’s have them do this as the start of a new era.

Now for the fun. If you don’t believe me, maybe you‘ll believe John Oliver. Watch his take here.

(OK. This was longer than I intended, probably the longest of any blog I’ve published, but there are so many reasons I feel the way I do (hope you agree!), and that’s just what always ends up happening to me!