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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Labor Day weekend leftovers

I don’t know, but I’m pretty sure you’ve had a busy week, between getting used to having your kids in school or planning what to do on this long holiday weekend.

Sorry for the folks in “sunny Florida” with plans ruined while dealing with Tropical Storm Gordon. (But you’re welcome for this souvenir to help you remember the occasion.)

amx_loop

I’ve been doing a lot of reading, besides taking my Google IT Support Professional Certificate class on Coursera, so I haven’t been able to share them on this blog like I should. I say “should” because they follow-up on issues I’ve raised here and you deserve a resolution to what you read here. Often, I put information on social media (my Twitter feed @feedbaylenny is on this page), or in the comments section of blog posts, but it’s only right to follow through in the format you saw it, and update the original. Unfortunately, most media don’t do so.

There may be a lot but it’ll go by quickly.

Ajit Pai fcc wikipedia
Ajit Pai (Wikipedia)

I’ll start with Federal Communications Commission Chairman Ajit Pai being cleared by his agency’s own inspector general. Reuters reported the Donald Trump appointee was under investigation to determine whether he was unfairly biased in favor of the Sinclair Broadcast Group–Tribune Media merger. Just weeks before the deal was announced, Pai raised suspicion by bringing back a rule – the UHF discount – that would’ve helped the largest U.S. television broadcast group stay within national ownership limits. But the inspector general said in his report there was

“no evidence, nor even the suggestion, of impropriety, unscrupulous behavior, favoritism toward Sinclair, or lack of impartiality related to the proposed Sinclair-Tribune merger.”

Of course, the deal never happened since the FCC eventually questioned Sinclair’s candor over necessary sale of some stations. Tribune backed out and sued Sinclair for $1 billion for alleged breach of contract. According to Reuters, Tribune said Sinclair

 “mishandled efforts to get the transaction approved by taking too long and being too aggressive in its dealings with regulators.”

feature Tribune gavel Sinclair

Now, Sinclair is countersuing.

“In Delaware Court of Chancery, Sinclair rejected Tribune’s allegations and suggested the companies had been very close to winning U.S. Department of Justice approval.”

It accused Tribune of pursuing a

“deliberate effort to exploit and capitalize on an unfavorable and unexpected reaction from the FCC to capture a windfall.” Tribune called Sinclair’s counterclaim “entirely meritless” and “an attempt to distract from its own significant legal exposure.”

Do you have access to the internet? Of course you do, since you’re reading this. (OK, maybe you’re reading a friend’s printout of this post.) Regardless, in December, the FCC under Ajit Pai repealed many net neutrality rules passed in 2015 during the Obama administration. Think of it as price up or speed down. Those internet service providers (ISPs) you love to hate, according to Variety, had been banned from

“blocking or throttling traffic, or from selling ‘fast lanes’ so websites and other types of content can gain speedier access to consumers.”

person on computer typing facebookBut luckily, denying all Americans equal access to a free and open internet got very controversial. Friday, California lawmakers passed a bill what Variety called “the strongest government-mandated protections in the country” and it’s now on Gov. Jerry Brown’s desk. Brown hasn’t said whether he’ll sign it. But the FCC ’s repeal forbids states from passing their own net neutrality rules. If Gov. Brown signs California’s bill, this could go to court. Pai, a former Verizon lawyer (think Fios), claims net neutrality stifled investment and burdened ISPs with regulation. Since June, ISPs have been able to make changes as long as they’re disclosed. So far, Reuters reports major providers have made no changes in internet access.

fcc logoHere’s more controversy from the FCC, and something I hadn’t written about before. This time, the agency is accused of lying to its watchdog, Congress, and it involves a TV comedian. More than a year ago, during the height of the net neutrality debate, the FCC claimed its “comment filing system was subjected to a cyberattack,” according to The Verge. On May 7, 2017, our old friend John Oliver, who I’ve shown on this blog several times, asked Last Week Tonight “viewers to leave pro-net neutrality comments on the commission’s ‘Restoring Internet Freedom’ proceeding.” Oliver encouraged them

“to flood the FCC’s website with the use of memorable links like gofccyourself.com and justtellmeifimrelatedtoanazi.com. That night, the FCC’s filing system crashed.”

LANGUAGE: Viewer discretion advised.

The next morning, senior officials concluded, according to emails uncovered by the inspector general, “some external folks attempted to send high traffic in an attempt to tie-up the server.” Of course, the site was shut down by a surge of valid complaints. Several people disputed the unsubstantiated fabricated traffic claim in emails, but the DDoS theory was passed on to commissioners, like Pai, who told members of Congress (Fake News Alert!) what happened that evening was “classified as a non-traditional DDoS attack.” Now, the agency’s inspector general is reporting

“there was no distributed denial of service (DDoS) attack, and this relaying of false information to Congress prompted a deeper investigation into whether senior officials at the FCC had broken the law.”

Turns out, an Oliver producer gave the FCC a “heads up” days before running the episode but it never responded, and the commission knew Oliver’s show had the power to move enough viewers to crash their system! According to that busy inspector general’s report, “We learned very quickly there was no analysis supporting the conclusion” that it was a DDoS attack. That’s when FCC officials started being investigated for allegedly breaking the law by providing false information to Congress. But the Justice Department decided not to prosecute.

We knew Facebook has been on the hot seat with Americans angry about how it handled 50 million users’ people’s data, as far back as March, but President Trump was more concerned about Amazon. Then, days later, I reported, “‘Vice President Mike Pence is concerned about Facebook and Google,’ according to a source. He argues those companies are dangerously powerful, and is worried about their influence on media coverage, as well as their control of the advertising industry and users’ personal info.” It looks like the Pence position is winning. Trump spent the week tweeting about fake news and according to Axios, attacked Google “for allegedly silencing conservative voices.”

Ars Technica reported that on Wednesday, Trump tweeted this

“video that claimed, incorrectly, that Google did not feature his first speech to Congress as president.”

(Hit the play button.)

It also reported Sen. Orrin Hatch (R-Utah) wrote a formal letter to the Federal Trade Commission, released Thursday, asking it to “reconsider the competitive effects of Google’s conduct in search and digital advertising.” But it wasn’t just Google for Trump.

Politico quoted him as saying,

“I think what Google and what others are doing, if you look at what is going on with Twitter and if you look at what’s going on in Facebook, they better be careful because you can’t do that to people. …I think that Google and Twitter and Facebook, they are really treading on very, very troubled territory and they have to be careful.”

nbc nightly news lester holtAnd as you just read, the president also claimed NBC Nightly News anchor “Lester Holt got caught fudging” his tape on Russia, but the peacock network fought back and posted the video of Trump’s extended, unedited interview with Holt last year.

No wonder he hates the media!

Of course, I won’t completely defend the news media from allegations of dumbing down and doing anything for profit in too many cases. But I’d love to see some of these disagreements fought out in open court. I don’t care who sues who. I just want the evidence presented so the truth becomes obvious to everyone.

2013-08-17 Leonard Cohen wikipedia Kings Garden Odense Denmark
Wikipedia: Cohen at King’s Garden, Odense, Denmark, Aug. 17, 2013

Also, I want to know why all Lenny Cohen searches show Leonard Cohen the musician instead of me!

As for the big tech companies, Yahoo! Finance reports,

“Wednesday morning, the Senate Intelligence Committee will question Twitter CEO Jack Dorsey and Facebook chief operating officer Sheryl Sandberg on their responses to foreign disinformation campaigns. The committee also invited Google CEO Sundar Pichai, but he declined to testify — another Google representative will testify in his place.

“Wednesday afternoon, the House Energy & Commerce Committee will quiz Dorsey on Twitter’s ‘algorithms and content monitoring.’”

NBC News has reported Facebook CEO Mark Zuckerberg announced changes to the platform’s news feed product since the data issue March, with “more posts from friends and family” and “less public content, including videos and other posts from publishers or businesses.” Now, NBC continues,

“The goal was to make Facebook more social with fewer commercial and product posts. Publishers ranging from big businesses to mommy bloggers are forced to post more content that they create personally, rather than sharing products or affiliate links.

“With these changes, some small publishers claim to see a massive downside.”

What I want to know is why in July, Zuckerberg decided Facebook would not ban Holocaust deniers! Fortune reported,

“Zuckerberg, who is Jewish, said he found Holocaust deniers ‘deeply offensive.’ Then he said, ‘but at the end of the day, I don’t believe that our platform should take that down because I think there are things that different people get wrong—I don’t think that they’re intentionally getting it wrong. It’s hard to impugn intent and to understand the intent.’”

So Holocaust deniers are simply uninformed? Are you kidding me, Mark? I would’ve hoped Sandberg, who grew up in North Miami Beach, whose brother David was my high school class valedictorian, would’ve set him straight. The Times of Israel reports Sandberg “said in an interview last year that, as a tech company, Facebook hires engineers — not reporters and journalists.” Personally, I find this would be one fight losing my job over. There has to be a line somewhere. Go far enough and you’re “just following orders” and we know what made that phrase so well known.

Zuckerberg later clarified in an email,

“I personally find Holocaust denial deeply offensive, and I absolutely didn’t intend to defend the intent of people who deny that.” Then, he “reiterated a distinction he tried to draw in the interview: Posts that advocate violence will be taken down, but those that peddle misinformation will stay but ‘would lose the vast majority of its distribution in News Feed.’”

Sounds like he has lost the vast majority of his mind!

Also coming up this shortened Labor Day week, Morning Brew reports Sen. Bernie Sanders (I-Vt.) will “introduce a bill requiring major employers—like Amazon, Walmart, and McDonald’s—to cover the cost of government assistance programs its workers rely on…programs like food stamps, public housing, Medicaid, and more.” For years, there has been criticism years about the way Amazon pays and treats workers at its warehouses. According to The Washington Post, the Democratic Socialist said his goal

“is to force corporations to pay a living wage and curb about $150 billion in taxpayer dollars that go to funding federal assistance programs for low-wage workers each year. The bill … would impose a 100 percent tax on government benefits received by workers at companies with 500 or more employees. For example, if an Amazon employee receives $300 in food stamps, Amazon would be taxed $300.”

Keep in mind, Amazon owner Jeff Bezos (another who spent years in Miami) also owns The Washington Post!

Two last things: The cemetery near Detroit finally fixed my grandfather’s grave. In June, it took hours to find the marker since it was buried under inches of dirt. Now, it has been raised and leveled.

oakview cemetery

bar mitzvah shirt

And this weekend is the 3?th anniversary of my bar mitzvah. The party had an animal theme, of course, and all the kids got t-shirts like this. (Yes, I’m keeping the specific year as evergreen as the narrator says on that Philadelphia show The Goldbergs on purpose, even though there are readers who were there!)

So that’s about it. All the original pages I found have been updated.

Before I go, I also have to thank every one of you for more than 16,800 page views on this site! The numbers have risen exponentially recently, and I wonder why. Please let me know if there’s anything I should be doing more here.

Leave your comments in the section below, and don’t miss out. If you like what you read here, subscribe to CohenConnect.com with either your email address or WordPress account, and get a notice whenever I publish. I’m also available for writing/web contract work.

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 sinks, Trump’s temper, Cox’s cash value

There’s something to be said for waiting before starting to write. That’s not my nature. I want to get things out first. I type very well but nobody can do it as quickly as my brain, so I often dictate into a phone and email myself. Then, I make any corrections and additions, and create the graphics and email preferences.

But this saga of Sinclair Broadcast Group trying to buy Tribune Media that has been going on for more than a year and suddenly failing last week – supposedly failing – is full of interesting details.

NO sinclair tribune

I wrote about a lot of them, Tuesday night. That was mostly background. You know how little I admire Sinclair and the people who run it. Tonight, you’ll see exactly what went wrong for the deal and what I think should be done. Let’s just say what went wrong could’ve been a lot of what I wrote Tuesday night!

I’m going to suggest starting by reading that last post, if you haven’t. It gives a lot of background about why Sinclair is so despised – that I’ve written about for months but conveniently put in one place – so there’s no sense repeating it here.

cox media group

But first, the latest, and that’s Cox Media Group – one of the best corporations owning TV stations out there, and a private one – is exploring putting itself up for sale.

Yesterday, FTVLlive’s Scott Jones got a secret copy of the talking points Cox managers are supposed to use while talking to employees. Let’s face it, “talking points” is another phrase meaning public relations. In other words, they’re trying to convince the workers to keep working extra hard because everything is going to be great! (I hope you used your best Tony the Tiger when you read that.)

Of course, that’s not how employees are feeling. When your company suddenly sets itself up to be bought, there is lots of uncertainty. You know spending will go down and jobs will not be filled, so the company’s financials look more attractive. And being bought by another major established company could lead to layoffs. But you know that’s not in the talking points which you can see below in this six-page slideshow.

This slideshow requires JavaScript.

Cox’s 14 TV stations are pretty good and most are highly-rated ones. From left to right, by row, they’re the ABC affiliate in Atlanta; ABC and independent in Orlando; Fox in Boston; CBS in Seattle; NBC in Pittsburgh; ABC and independent in Charlotte; Fox and CBS in Jacksonville; Fox in Memphis; CBS in Dayton, Ohio; Fox in Tulsa, Okla.; and also a “supply-side platform that brings automation and data-driven targeting to the buying and selling of television advertising” called Videa.

cox stations

There are also 61 radio stations, 4 daily newspapers, 11 non-daily papers, 16 digital brands, and one local cable channel.

FTVLive’s Scott Jones also got a market analyst report from Wells Fargo about how much Cox Media may be worth. The answer it gives is $2.65 billion, but consider many factors including the number of willing buyers, whether the stations get split up, and whether Tribune goes back on the market.

wells fargo cox

See Tuesday’s post for a lot more links to, and details on, the rest of Atlanta-based Cox.

So FCC Chairman Ajit Pai was arguably putting himself on the line while supporting the Sinclair-Tribune merger when surprisingly, last week, he said in a statement:

“Based on a thorough review of the record, I have serious concerns about the Sinclair-Tribune transaction. … The evidence we’ve received suggests that certain station divestitures that have been proposed to the FCC would allow Sinclair to control those stations in practice, even if not in name, in violation of the law. … When the FCC confronts disputed issues like these, the Communications Act does not allow it to approve a transaction. Instead, the law requires the FCC to designate the transaction for a hearing in order to get to the bottom of those disputed issues.”

How surprising?

Pai embraced the merger so much, he’s under investigation by the FCC’s inspector general for allegedly greasing the wheels by bringing back the UHF discount rule weeks before the deal was announced. That way, the new, larger company could still meet the FCC ownership limit of 39 percent of U.S. households, rather than vastly exceeding them.

— UPDATE: The FCC inspector general cleared Chairman Ajit Pai of being unfairly biased in favor of the Sinclair Broadcast Group–Tribune Media merger. —

sinclair before tribune
Sinclair’s reach now, without Tribune

Then yesterday – at an awkward moment for Pai, Sinclair and Tribune – a Washington-based U.S. Appeals Court rejected a challenge to the FCC reinstating the UHF discount that could’ve and could still pave the way for the merger. The three-judge panel was comprised of two President Barack Obama nominees and one President Trump nominee. They dismissed the case on technical grounds without considering its merits, ruling the activist groups that filed suit hadn’t shown they’d be injured by the consolidation at the heart of their case. What this really means is Tribune could be worth more if it pulls out of the deal, because other potential suitors will have more flexibility to make offers. Tribune can leave Sinclair at the alter/chuppah on Aug. 8.

The UHF discount, started in 1985, let companies with UHF (channels 14+) stations only count half the coverage area towards the ownership limit. But that was when there was a big difference between watching channels 2 to 13, and channels 14+. With today’s technology – and cable, satellite and computers added to the mix, and broadcast signals digital rather than analog – the quality looks the same. The rule was ended in 2016, just before the end of President Obama’s administration.

So why bring back the rule last year? For big corporations, up against the ownership limit, urging Pai to reinstate it so they could buy more stations – exactly what Sinclair needed to merge with Tribune.

According to Variety, Commissioner Mignon Clyburn, the sole Democrat on the FCC at the time, warned it would diminish diversity, competition, and localism, and she predicted a wave of mergers and acquisitions.

Variety wrote at the time,

“She showed a chart from Bloomberg showing how major station groups benefit from the discount. The largest, ION Media, reaches 33.7% of the country with the discount, but 65.2% without. Univision reaches 23.6% with the discount, but 44.8% without. When the discount was repealed last summer, station groups were allowed to retain their existing holdings, but they would be forced to divest assets in the event of a merger or corporate takeover.”

tv owner population share

But Pai argued the FCC would start examining the media ownership cap and reinstating the UHF discount would give the FCC a “blank slate.” The examination started in December.

generic tvA year later, in April 2018, Variety reported a panel of appellate judges asked why the FCC reinstated the rule and raised some concerns. Two of the three judges on the D.C. Circuit Court of Appeals also expressed concerns the FCC had restored a rule that was considered obsolete.

According to Variety, Judge Gregory Katsas noted to the FCC’s attorney, James Carr, that while the FCC

“might want to raise the cap,” there was “no reason for thinking at that the end of the day, part of the solution will be keeping the discount.”

“I think that is probably fair, your honor,” Carr replied. He argued that the UHF discount shouldn’t be eliminated without considering its implications to the 39% cap.

Meanwhile, CEO Chris Ruddy of conservative TV news network Newsmax said, “The judges on the D.C. Circuit reviewing the FCC’s UHF discount were left scratching their heads wondering why the rule was re-instated when everyone — Republicans and Democrats alike — agree that the discount is an analog relic and makes no sense in a digital world.

“The FCC should avoid the appearance of impropriety and proceed with a transparent national ownership cap proceeding to set a level playing field before approving any merger that benefits just one company, namely Sinclair.”

He also said he told President Trump strict limits on national TV ownership are needed not only to keep a lid on Sinclair, but also on the ‘liberal’ broadcast networks.

I told him [Trump] about my opposition because Sinclair would reach 70 percent of U.S. homes and — while I don’t disagree necessarily with Sinclair’s editorial point of view — I did not want to see NBC and ABC and the big liberal networks…[reaching] 70 percent.

“I think that would have been very dangerous if NBC was dictating the local news coverage in Des Moines, Iowa,” Ruddy said.

Keep in mind, Ruddy’s Newsmax and also Sinclair want to challenge Fox News Channel for conservative news viewers.

Politico summed it up by saying,

“Sinclair has been a frequent target for Democrats and liberal groups disturbed by reports that it favors President Donald Trump in its coverage via ‘must-run’ segments pumped to its network of stations.”

During the 2016 presidential election, The Washington Post reported Sinclair

“gave a disproportionate amount of neutral or favorable coverage to Trump during the campaign” while airing negative stories on Hillary Clinton, and Politico reported “on a boast by Trump’s son-in-law Jared Kushner that the president’s campaign had struck a deal with the broadcast group for better media coverage. Sinclair disputed the characterization, saying it was an arrangement for extended sit-down interviews that was offered to both candidates.”

Also, it was Trump who nominated Pai for the agency’s top post, so most experts felt the merger would eventually get the go-ahead due to President Trump’s public comments praising the media company, which boasts a conservative-leaning, anti-mainstream media news operation.

My last post mentioned many different cases of using shell companies under Sinclair’s control to still broadcast on more stations than allowed. Those so-called sidecar arrangements let Sinclair keep a stake in the revenue and programming of the spun-off stations.

I even asked, “Why was the FCC the last to find out? Or did it know and ignore the facts for political reasons?”

Today, I found a new example of a virtual triopoly (three stations in a market), when the FCC only allows duopolies (two stations in a market) and only under certain conditions.

So what changed? Politico reports problems in three cities.

WGN-TV

First, in Chicago, the plan was to sell

“WGN to Steven Fader, a Maryland business associate of Sinclair Executive Chairman David Smith who oversees car dealerships.”

According to Reuters,

“The draft order circulated by Pai’s office … said Sinclair’s actions around the divestiture of TV station WGN in Chicago ‘includes a potential element of misrepresentation or lack of candor.’”

Ouch! Not good for a company licensed to use the public airwaves. I used another example below and then offered a suggestion about what should happen to Sinclair.

Adweek added,

“The FCC feels Smith selling the asset to his friend and business associate presents a problem,”

and I’ll say the price of $60 million is ludicrous, considering the station is worth hundreds of millions of dollars.

According to The Chicago Tribune,

“The WGN services agreement would have kept Sinclair in charge of everything from programming to ad sales while giving it an option to buy back the station for the same price, subject to adjustments, within eight years.”

WPIX

Sinclair was also supposed to sell WPIX-New York, the nation’s largest TV market by far, for a measly $15 million to that same Cunningham Broadcasting, a company with close ties to the Smith family. That caused Pai to say he was concerned Sinclair’s proposed sales in Chicago and New York may have attempted to deceive the government.

Adweek said also troubling

“were the deals to sell stations in Dallas and Houston to Cunningham Broadcasting.”

The Tribune reported,

“The proposal also included an option to buy the stations back.”

According to Reuters,

“Separate filings with the FCC last month by the American Civil Liberties Union and conservative news outlet Newsmax Media” … raised “questions about whether Sinclair would continue to control some of the stations it proposes to divest.”

So Politico said,

“Pai announced an administrative law judge would review the station spinoff issues. The FCC takes that step when companies fail to persuade it that a transaction, even with conditions, would be in the public interest.”

Ars Technica reported the decision by FCC commissioners to adopt a Hearing Designation Order and have a judge review aspects of the deal was unanimous. Other options were

“denying the merger outright, approving the merger, or approving it with conditions.”

Click here for the full order. One of the key parts reads:

“Among these applications were three that, rather than transfer broadcast television licenses in Chicago, Dallas, and Houston directly to Sinclair, proposed to transfer these licenses to other entities. The record raises significant questions as to whether those proposed divestitures were in fact “sham” transactions. By way of example, one application proposed to transfer WGN-TV in Chicago to an individual (Steven Fader) with no prior experience in broadcasting who currently serves as CEO of a company in which Sinclair’s executive chairman has a controlling interest. Moreover, Sinclair would have owned most of WGN-TV’s assets, and pursuant to a number of agreements, would have been responsible for many aspects of the station’s operation. Finally, Fader would have purchased WGN-TV at a price that appeared to be significantly below market value, and Sinclair would have had an option to buy back the station in the future. Such facts raise questions about whether Sinclair was the real party in interest under Commission rules and precedents and attempted to skirt the Commission’s broadcast ownership rules. Although these three applications were withdrawn today, material questions remain because the real party-in-interest issue in this case includes a potential element of misrepresentation or lack of candor that may suggest granting other, related applications by the same party would not be in the public interest.”

This keeps getting better!at&t time warner

Politico said an administrative law judge was called in 2015 with the proposed Comcast-Time Warner Cable deal. The companies later abandoned it, rather than go through the hearing process. AT&T ended up with Time Warner, at least for now, after a federal judge allowed it without conditions, but the Justice Department is appealing.

By last Wednesday, Reuters reported Sinclair announced it would not divest the three TV stations currently owned by Tribune

“to ‘expedite’ the transaction after the FCC suggested the company would still control the stations,” and “two FCC officials who did not wish to be identified said Wednesday they believe the merger will not be able to proceed.”

Instead, Sinclair itself will acquire WGN-Chicago, and put KDAF-Dallas and KIAH-Houston into a divestiture trust and sold by an independent trustee (if the acquisition is finalized).

The Justice Department is also still reviewing the deal and the FCC may have even more concerns.

Sinclair denied any effort to mislead the FCC and issued this long statement:

“While neither Sinclair or Tribune have seen the draft HDO, Chairman Pai’s comments and press reports indicate the FCC is questioning the proposed divestitures in Dallas, Houston and Chicago.  Accordingly, in order to address such concerns and to expedite the Tribune transaction, Sinclair has withdrawn the pending divestitures of stations in Dallas (KDAF) and Houston (KIAH) to Cunningham Broadcasting Corporation and Tribune has withdrawn the pending divestiture of WGN in Chicago to WGN-TV LLC.  Sinclair intends to request permission from the FCC to put the Dallas and Houston stations into a divestiture trust to be operated and sold by an independent trustee following the closing of the Tribune acquisition.  Sinclair expects to have identified and entered into a purchase agreement with a third party buyer or buyers for the Dallas and Houston stations prior to closing.  As a result of the withdrawal of the application relating to WGN, Sinclair will simply acquire that station as part of the Tribune acquisition, which is, and has always been, fully permissible under the national ownership cap.

“Throughout the FCC review process of the Tribune merger and divestitures, Sinclair has had numerous meetings and discussions with the FCC’s Media Bureau to make sure that they were fully aware of the transaction’s structure and basis for complying with FCC rules and meeting public interest obligations. During these discussions and in our filings with the FCC, we have been completely transparent about every aspect of the proposed transaction. We have fully identified who the buyers are and the terms under which stations would be sold to such buyer, including any ongoing relationship we would have with any such stations after the sales. All relevant agreements documenting such terms as required by FCC rules have been filed. While we understand that certain parties, which oppose the transaction object to certain of the buyers based on such buyers’ relationships with Sinclair, at no time have we withheld information or misled the FCC in any manner whatsoever with respect to the relationships or the structure of those relationships proposed as part of the Tribune acquisition. Any suggestion to the contrary is unfounded and without factual basis.

“While the structures put forth to the FCC throughout the process have all been in compliance with law and consistent with structures that Sinclair and many other broadcasters have utilized for many years with the full approval of the FCC, we have consistently modified the structure in order to address any concerns raised by the FCC. As a result and in light of the ongoing and constructive dialogue we had with the FCC during the past year, we were shocked that concerns are now being raised. Nonetheless, we have decided to move forward with these additional changes to satisfy the FCC’s concerns.

“There can be no question regarding misrepresentation or character given that Sinclair has fully disclosed all terms of all aspects of the transactions it has proposed. The FCC’s reported concerns with sales to certain parties have been eliminated in light of the withdrawals of the applications relating to Dallas, Houston and Chicago. Accordingly, we call upon the FCC to approve the modified Tribune acquisition in order to bring closure to this extraordinarily drawn-out process and to provide certainty to the thousands of Tribune employees who are looking for closure.”

So what’s next for Tribune? Will it stick by the deal as it said it intends? We don’t know for sure yet, but it has until Aug. 8 and I already mentioned reasons to separate from Sinclair.

This video was made before Cox threw its assets into the ring.

One big winner, so far, could be 21st Century Fox Inc. chairman Rupert Murdoch, who has become close with President Trump.

Bloomberg notes, over the decades, Fox and Sinclair have been in business together, but the conservative organizations have also been rivals.

Sinclair owns dozens of local Fox affiliates. So does Tribune. Last year, Fox tried unsuccessfully to outbid Sinclair for Tribune.

In the meantime, the companies divide the retransmission fees paid by cable and satellite operators (meaning what you and I pay). Networks say local stations have more value because of them.

Former Fox exec Preston Paddon remembers in his blog,

“By 1992, Congress found that cable systems were paying carriage fees to the non-broadcast channels but not to the broadcasters, and that this was unfair to the broadcasters.”

It’s why we pay for free local TV if we’re not watching with an antenna.

Anyway, Sinclair buying Tribune and its own Fox affiliates would’ve given it a stronger negotiating hand in talks with Fox about how to divvy up those fees.

So after losing out on Tribune,

“Fox threatened to pull its affiliates from Sinclair and switch the stations to an independent broadcaster. Eventually, in order to satisfy regulators, Sinclair agreed to sell some Tribune stations to Fox, which, in turn, said it would renew Sinclair’s affiliation with more than two dozen stations.”

Now, Fox may be able to buy even more stations.

And “Sinclair may soon compete with Fox News for right-leaning TV viewers” may not come to pass. It has reportedly been talking about hiring former Fox News stars to create a block of conservative programming using WGN America, which it would acquire, or The Tennis Channel, which it already owns. Former Trump advisor Boris Epshteyn and former CBS correspondent Sharyl Attkisson already work for Sinclair. Politico reported Sinclair has even approached current and former Fox talent such as Jeanine Pirro, and Greta Van Susteren and Eric Bolling. I already wrote Talks with former Fox host Bill O’Reilly fell apart. Sinclair won’t admit to any of that.

Also, the Justice Department appealed the ruling that let AT&T buy Time Warner. That’s good for Fox at the moment because it involves Fox News Channel rival CNN, and may have kept Comcast/NBC from buying most of Fox, as it downsizes to become “New Fox.” Murdoch prefers Disney/ABC buying the assets, which the government already approved, and “the Murdoch family would see more tax benefits in that deal.”

So what’s President Trump’s beef? You already read about his relationship with Sinclair.

Tuesday night, he tweeted it was “sad and unfair that the FCC wouldn’t approve the Sinclair Broadcast merger with Tribune,” but Republicans control the FCC, he appointed Ajit Pai as chairman, and Pai has been accused of being too cozy with Sinclair. But except for appointments, the FCC is independent from the White House.

Deadline reported Sinclair commentator Boris Epshteyn, who used to work for Trump, is for the deal. So is Steve Bannon, who got friendly with Sinclair stations in swing states before the election. And Trump has to like Sinclair’s publicity.

The only Democratic FCC commissioner at the moment tweeted her response to the president with just one word: disagree.

But Trump’s friend Rupert Murdoch – who also owns TV stations and the pro-Trump Fox News Channel – is said to be against the merger. That would be especially so if Sinclair starts putting conservative news on cable through WGN America and The Tennis Channel. Trump is so chummy with Murdoch, he called in December to congratulate him on the Disney-21st Century Fox deal.

I wrote another friend, NewsMax chief Chris Ruddy, is definitely against Sinclair-Tribune, as well.

Furthermore, the president compared Sinclair-Tribune to letting “Liberal Fake News NBC and Comcast (get) approved” which happened under the Obama administration and FCC. Trump criticized it as being too big.

He didn’t mention it’s on the level of AT&T-Time Warner, which a federal judge recently allowed but the Justice Department is appealing.

The difference between Sinclair-Tribune and Disney-Fox – and NBC-Comcast and AT&T-Time Warner – is that the first pair involve companies that make content but don’t distribute it. In the second pair, NBC and Time-Warner make content, but Comcast and AT&T actually distribute it — Comcast through cable and AT&T by DirecTV satellite, both of which are paid subscription services.

In April, Axios reported President Trump defended Sinclair after the company started

“forcing conservative, pro-Trump editorials on its” news anchors and “Deadspin created a video of Sinclair broadcasters spurning ‘fake news.’

Viewers of Sinclair’s 200-plus local stations had already seen “centrally drafted opinion items reflecting its conservative, often pro-Trump positions,” but not by their own local anchors and certainly not side-by-side along with so many others.

That was at 6:34am. Keep in mind, a great number of Sinclair’s stations are affiliated with the networks.

Then, at 6:58, Trump took on CNN…

and got pushback from its PR department.

CNN reports some Sinclair journalists said they were unhappy with President Trump’s portrayal of the company as “conservative” because they want to be recognized for their straight-forward, nonpartisan work. Despite their stations being forced to air pro-Trump commentaries and stories, most journalists at local stations don’t want to be labeled by the president or anyone else.

As for Sinclair’s claim of more localism if the deal goes through, FTVLive’s Scott Jones found Sinclair station WSYX-Columbus, Ohio, doing a series of reports called “Gator Week” (as opposed to Shark Week, that has been on the Discovery Channel since 1988). Still, Jones thought it was “odd” considering “you don’t see many alligators in Ohio.” Then, he found out about other Sinclair stations doing the same thing, “including WGXA (Macon, Ga.), WPMI (Mobile, Ala.), WPEC (West Palm Beach) and others.” He joked he wasn’t sure it was a must-run.

I, myself, found Shark Week on a retweet from the Cunningham Broadcasting station in mid-Michigan. Maybe WBSF was allowed to go a different route.

WBSF’s “About” section says it’s “owned and operated by Cunningham Broadcasting Corporation and receives certain services from an affiliation of Sinclair Broadcast Group.” So there are three terms/phrases: owned, operated, and “receives certain services from an affiliation of Sinclair Broadcast Group.” Maybe that’s because just above, it says to send all press releases to news@nbc25news.com. So maybe “certain services from an affiliation of Sinclair Broadcast Group” includes press releases.

But wait!

Below, there are nbc25news email addresses for comments, webmaster (the Sinclair owned, operated, and apparently “affiliated” websites all look similar), contests and weather.

And below that are Sinclair (sbgi.net) email addresses for corporate, two for national advertising, and the secondary person for closed-captioning concerns.

So maybe those are all the “certain services from an affiliation of Sinclair Broadcast Group.”

That’s all very interesting since I knew Sinclair controlled two other stations in the same location!

NBC affiliate WEYI has on its “about” section (with the same look) that it’s “owned and operated by Howard Stirk Holdings, LLC and receives certain services from an affiliation of Sinclair Broadcast Group.” That entire phrase is merely a substitution for Armstrong Williams’ company and we established in my last post that WEYI is one of a few Howard Stirk stations run by Sinclair. They also use the nbc25news email, but it’s more appropriate here.

Then there’s Fox affiliate WSMH that has on its “about” section (with the same look, of course) that it’s – wait for this! – actually “owned and operated by Sinclair Broadcast Group.” The email addresses are all wsmh.com. The “receives certain services” phrase is not there.

I did notice after the paragraph with the name of the owner, etc., and ties to Sinclair, is another called “Community Involvement.”

What’s funny is that all three stations start with “The owner and Sinclair Broadcast Group, LLC. continue to broaden its recruiting outreach…”

That means “the owner” can be whichever company actually holds the station license and it’s not named here, just referred to as “the owner,” out of laziness.

But what’s especially funny here is saying “The owner and Sinclair Broadcast Group” when Sinclair is really the owner!

But seriously, how does Sinclair operate the three stations with the same address, etc.? We learned in my last post that’s not allowed in Baltimore, with Sinclair, Cunningham and Deerfield Media. In fact, in Nov., 2012, TVNewsCheck reported the situation as “a virtual triopoly.”

The FCC’s webpage called Broadcast Ownership Rules clearly states in its section, Local TV Multiple Ownership:

“An entity is permitted to own up to two TV stations in the same Designated Market Area if either:

  • “The service areas – known as the digital noise limited service contour – of the stations do not overlap

  • “At least one of the stations is not ranked among the top four stations in the DMA (based on audience share), and at least eight independently owned TV stations would remain in the market after the proposed combination”

That’s the summary in its entirety! The stations cover the same area. An old website reports “eight full-power television stations in the Flint-Saginaw-Bay City market,” the others being CBS and ABC affiliates, two PBS affiliates and a religious broadcaster.

And the NBC, Fox and CW stations are controlled by the same company, for all intents and purposes. I’d bet the CW station is not in the top four rated, but the rules are for an entity “to own up to two TV stations” – just two!

(The MyNetworkTV affiliate is on a sub-channel of the CBS affiliate.)

I just found the mid-Michigan situation by accident and wonder how many other cities this has been going on in.

TVNewsCheck’s Harry A. Jessell put it this way, and then made lists of winners and losers at this point:

“Its mishandling of its merger application has badly stained its permanent FCC record in a way that could greatly complicate its future regulatory dealings. … And a liar is what the FCC has accused Sinclair of being by obfuscating the fact it would continue to control three major market stations that it told the FCC it would spin off to other broadcasters to comply with ownership limits.

“You see, the FCC acts on the honor system. It presumes that you are obeying all the rules and expects you to confess any infractions. It’s the principal way the FCC polices those it regulates. That’s why lying – the ever-polite FCC calls it “misrepresentation” or “lack of candor” – is taken seriously and is the FCC equivalent of a capital crime. … As the lawyers pointed out to me this week, once indicted for misrepresentation as Sinclair has now been, it sticks because it goes to the broadcaster’s basic character qualifications to be a licensee. It cannot buy or sell a station or even renew a license until it resolves the character question. Sinclair’s best move now is to walk away from the merger and promise, no, swear on a stack of Bibles, that it will never, ever mislead the FCC again.

“Sinclair has no one but itself to blame for this fiasco. It pushed too hard to keep as many of the Tribune stations as it could and somewhere along the line lost sight of the larger goal – get the transfer through the FCC and get to closing. … (David Smith) kept going back to the FCC (and the Justice Department) demanding more and more. Ironically, he will likely end up with nothing, except maybe a new set of regulatory hassles.”

Bloomberg quotes B. Riley FBR Inc. analyst Barton Crockett, who said in a note he has

“never seen such ‘harsh’ language from the FCC about an applicant for a merger. The ‘vitriolic’ tone of the FCC statement makes it dubious that Sinclair and Tribune will be able to come back with divestitures that will satisfy the FCC.”

Bottom line: Anyone who knows me knows I can be tough, especially on myself. The people who run and invest in the nation’s largest media company have been breaking rules all over the place for many years. It’s time the FCC gets extremely serious so it’s taken seriously when protecting the public interest from those using the public airwaves.

Does anyone remember the RKO situation? Have a seat and look for similarities. (I wrote this with information from several Wikipedia listings.)

RKO General 1962
1962 logo

RKO General was the main holding company through 1991 for the non-core businesses of the General Tire and Rubber Company.

It had been in broadcasting since 1943, and General Tire bought the RKO Radio Pictures movie studio in 1955, but dissolved it in 1959. From then until 1991, it operated six TV stations and more than a dozen radio stations. It also holds the record for the longest licensing dispute in television history.

KHJThe trouble began in 1965. RKO General applied for license renewal of KHJ-TV in Los Angeles (now KCAL-Channel 9). A local group, Fidelity Television, challenged it, charging RKO with second-rate programming, and later and more seriously, that General Tire conditioned its dealings with certain vendors on the basis they’d buy advertising time on RKO General stations. These “reciprocal trade practices” are considered anti-competitive. RKO and General Tire executives testified before the FCC and rejected the accusations. Four years later, in 1969, the commission issued an initial finding that Fidelity’s claims were correct.WNAC RKO

That same year, RKO faced a license challenge for WNAC-TV in Boston (now WHDH-Channel 7, not to be confused with the old WHDH-Channel 5), again charged with reciprocal trade practices.

WOR RKOFour years later, in 1973, the FCC ruled in favor of RKO in the Los Angeles case, pending findings in the still-ongoing Boston investigation. The next year, in 1974, when RKO applied for license renewal of WOR-TV in New York (now WWOR-Channel 9, technically Secaucus, NJ), the FCC conditioned the renewal on the Boston case as well.

SIDEBAR: Another Boston FCC case lasted 15 years – not the record, but from sign-on to sign-off – and involved the former WHDH-Channel 5. The DuMont Television Network applied for a construction permit for the channel, but shut down its network before getting it. The Boston Herald Traveler Corporation got the license, signed on in 1957, and shortly after, the FCC started investigating allegations of impropriety in the granting of the television license. (Allegedly, the controversy was over luncheon meetings the newspaper’s chief executive had with an FCC commissioner during the original licensing process.) So the old channel 5 (WHDH) never had a license longer than six months at a time while the standard was three years.

Eventually, the FCC ordered comparative hearings and in 1969, a local group called Boston Broadcasters was granted a construction permit for a new station on channel 5 called WCVB after it promised to air more local programming than any other station in America at the time. That’s even though the old channel 5 (WHDH) often broadcast more local programming than any other commercial TV station in Boston. Herald-Traveler Corporation lost its court case in 1972 and WCVB went on the air in its place. Luckily, everyone on the old channel 5 moved to the new channel 5 which still broadcasts from the suburb of Needham, since the old WHDH-TV refused to sell its studios, transmitter and tower to the new WCVB, which is now owned by Hearst.

NOW BACK TO THE STORY: In June, 1974, an administrative law judge renewed the WNAC-Channel 7 Boston license even after finding General Tire and RKO General had engaged in reciprocal trade practices. In December, 1975, a company competing for the license called Community Broadcasting asked the FCC to revisit the case. It alleged General Tire bribed foreign officials, maintained a slush fund for U.S. political campaign contributions, and misappropriated revenue from overseas operations. RKO denied all the allegations during a year-and-a-half series of proceedings. Then, in July, 1977, General Tire admitted to an eye-popping litany of corporate misconduct, including the bribery and slush fund charges, in order to settle an action brought by the Securities and Exchange Commission. But the TV situation wasn’t over yet. Still, the RKO proceedings dragged on!

Finally, in 1980, after a half-decade of hearings and investigations, the FCC stripped RKO of WNAC’s license. It found RKO “lacked the requisite character” to be the station’s licensee and gave as examples, the reciprocal trade practices of the 1960s, false financial filings by RKO, and General Tire’s gross misconduct in non-broadcast fields.

But the worst was RKO’s dishonesty before the FCC. During hearings, RKO withheld evidence of General Tire’s misconduct, including the fact the SEC had been investigating the company in 1976. RKO also denied it had improperly reported exchanges of broadcast time for various services, despite indications to the contrary in General Tire’s 1976 annual report. So the FCC found RKO had displayed a “persistent lack of candor” over its own and General Tire’s misdeeds, which threatened “the integrity of the Commission’s processes.” That FCC ruling meant RKO lost the KHJ-TV Los Angeles and WOR-TV New York licenses as well.

RKO appealed to the District of Columbia U.S. Court of Appeals, which upheld the revocation solely on the basis of RKO’s lack of candor. It wrote in its opinion, “[t]he record presented to this court shows irrefutably that the licensee was playing the dodger to serious charges involving it and its parent company.” But the court interpreted the candor issue so narrowly that it applied only to WNAC-TV, and ordered rehearings for WOR and KHJ. RKO General appealed again, this time to the U.S. Supreme Court. In 1982, SCOTUS refused to review the license revocation, and it was over. RKO General sold WNAC’s assets to New England Television (NETV), a new company from the merger of Community Broadcasting and another competitor for the license, the Dudley Station Corporation. The FCC granted a full license to NETV on channel 7, which it renamed WNEV-TV. Since then, the station changed its call letters to WHDH-TV, had low ratings, and was sold to Ed Ansin’s Sunbeam Television Corporation. (This WHDH has no relation to the old WHDH-Channel 5.)

It could’ve been worse. In 1983, the FCC began taking competing applications for all of RKO’s broadcasting licenses, but Congress passed a law sponsored by Sen. Bill Bradley requiring the commission to automatically renew the license of any commercial VHF-TV station relocating to a state without one, meaning New Jersey and Delaware. Two months later, RKO General officially changed WOR’s city of license from New York to Secaucus, NJ, where it remains on paper. The FCC made the station move its main studio there and step up coverage of events in the Garden State. Still, WOR maintained its identity as a New York station. (It’s now owned by Fox, which also owns WNYW-Channel 5, and got rid of channel 9’s newscasts.)

In 1984, RKO sold its Radio Networks operation to United Stations. In 1986, under pressure, RKO put WOR up for sale. MCA/Universal won the bidding war and the FCC approved the purchase. In 1987, MCA changed the call letters to WWOR. (Remember the slogan Universal 9, about 15 years before NBCUniversal was formed?)

RKO was lucky it sold WOR. In 1987, an FCC administrative law judge found it unfit to be a broadcast licensee due to a long history of deceptive practices he called the worst case of dishonesty in FCC history, and ordered RKO to surrender the licenses for its two remaining two TV stations and 12 remaining radio stations. RKO declared all of the employees responsible for the misconduct had been fired and appealed, claiming the ruling was deeply flawed. But the FCC made it clear it would probably reject any appeals and strip the licenses, and urged RKO to sell everything before that became necessary.

In 1988, under an FCC-supervised deal, the license of KHJ-Los Angeles was granted to Fidelity, the company that had originally challenged RKO General. Fidelity then transferred it to Disney, before it bought ABC, for $324 million. RKO got about two-thirds and Fidelity got the rest. By 1991, everything was sold. (Fort Lauderdale-Miami’s WAXY-FM 105.9 – which labeled itself “an RKO radio station” before giving its call letters, near the end – was sold in 1990. That was 28 years ago! Unbelievable!)

TVNewsCheck’s Harry Jessell put it this way:

“When people are making comparisons between your station group and RKO General, you know you have screwed up.”

I think there are too many changes going on in the industry right now as technology improves so quickly. Jessell mentioned certain former FCC commissioners would’ve gone the RKO route with Sinclair. I agree because now more than ever, broadcasters use the public airwaves and must pay us back with public service under tougher rules than its competitors. And the FCC needs complete and total honesty, with so much on its hands.

Sinclair needs to be brought down similarly for all it has done, with the same family as owners and no concern for anything but profit over the decades. The stations should be separated. Local broadcasters or broadcasting groups with no other industry interests should be given first shot at the stations. Then, they can hire experienced people with original ideas, and decisions would be made right there in the studio building.

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Big merger, big problem, big surprise!

This was starting to get a little hard to keep track of, and I wrote most of this last night. Good thing I waited to publish, because I had to really rewrite today!

It’s looking like the big media merger I’ve been writing about so frequently may not happen! Even better, it looks like one of the seven deadly sins – greediness – may have killed the deal!

But now, a new contender (and a good one) is putting all its stations up for sale, if the price is right.

Let’s start with the latest.

FTVLive’s Scott Jones learned privately-held conglomerate Cox Enterprises “intends to pursue strategic options for its ownership or other interest in CMG’s (subsidiary Cox Media Group) 14 TV stations.”

This is the statement from the president of Cox Media Group, known as one of the best owners of TV stations in the country.

Cox president

Notice it gives a very tentative timetable of “six months to a year to complete.”

And this is the statement from the president/CEO of parent company Cox Enterprises.

Cox ceo

It seems every letter of this type addresses uncertainty by encouraging employees to keep up the good work.

Cox Media Group owns TV stations, radio stations and newspapers. The parent company also owns Cox Communications, the largest private telecommunications company in the U.S., the nation’s third-largest cable company, advanced digital video, Internet, phone, and home security and automation services. Plus, there’s Cox Automotive, which helps dealers, manufacturers and car shoppers.

There’s no question Cox decided it would try to sell out because Sinclair Broadcast Group – arguably one of the dirtiest and definitely the largest company to own TV stations – seems to have unexpectedly lost its 14-month try for approval to merge with one of the most iconic as well as largest broadcasters, Tribune Media.

NO sinclair tribune

Everything had seemed set. The price of $3.9 billion had been agreed upon.

The Federal Communications Commission – with pro-business Republicans in the majority – even went out of its way to make it happen by reinstating rather than ending a rule!

It brought back the UHF discount in April 2017, less than a year after it was eliminated, paving the way for Sinclair and Tribune combined to meet national ownership limits. The merger was announced the next month.

— UPDATE: The FCC inspector general cleared Chairman Ajit Pai of being unfairly biased in favor of the Sinclair Broadcast Group–Tribune Media merger. —

The combined company was supposed to own control a whopping 233 TV stations and make a move into big cities like New York (WPIX), Los Angeles (KTLA), Chicago (WGN) and Philadelphia (WPHL). Sinclair stations would’ve reached 72 percent of U.S TV households.

Unfortunately for it, the limit was just 39 percent, so Sinclair decided to sell 23 stations – 14 of Tribune’s and nine of its own – to stay under the national TV ownership cap.

So what went wrong? A lot, even though it looked like nothing was going to stop the unfortunate merger.

Rupert Murdoch wikimedia commons
Rupert Murdoch, Wikimedia Commons

Sunday, The Baltimore Sun named several things: Sinclair was already too big; it forced its owners’ conservative views on local news around the country; the company’s ego grew, “assuming it would get its way;” and even behind-the-scenes influence from rival Fox Broadcasting owner Rupert Murdoch.

What finally did the deal in was,

Ajit Pai fcc wikipedia
Ajit Pai (Wikipedia)

“FCC Chairman Ajit Pai, an appointee of President Donald J. Trump who has been viewed as friendly to Sinclair and such a merger, raised ‘serious concerns’ (last) Monday about whether the deal would serve the public interest.”

It’s nice to see the public interest mentioned. Doesn’t happen nearly as often as it should!

Stay with me because if you haven’t realized, there are many aspects to this story. Let’s recap, as more and more information was revealed, to see where we are tonight.

Back in mid-January, I showed you the FCC fined Sinclair $13.4 million for

“allegedly airing news programming that was paid for by a sponsor. … The two Democrats on the five-member FCC pretty much called the Sinclair fine peanuts because Sinclair aired the sponsored content 1,723 times on 77 stations, has had trouble with the FCC before and grossed $2.7 billion in revenue last year. The fine could’ve been $82 million. … I think Sinclair should consider itself lucky. Very lucky.”

By then, it had already bought Bonten Media Group’s stations including WCYB in the Tri-Cities of TN/VA, where I’d been digital media manager.

I wrote,

Click here and see how the WCYB website’s look seemed to change overnight. It’s like everything is becoming the same and there’s no need nor room for creativity.”

Also,

“Sinclair requires conservative commentaries sent from its Maryland headquarters to air during its stations’ local newscasts. That causes viewers to think the biased people they see every night, tossed to by their local anchors, are local as well.”

I remembered, “In 2004, Sinclair barred the ABC affiliates it owned from airing the episode of Nightline that profiled American soldiers killed overseas. (It owns stations affiliated with all of the networks.) The same year, it tried to get its stations to carry a pre-election film that bashed presidential candidate John Kerry.”

And,

“Its gargantuan size already has liberals worried about its influence on elections.”

Bottom line: I admitted “with more competition, a broadcast license is no longer a license to print money as it used to be. But the airwaves belong to the public. TV stations have special responsibilities.” Yet rules were being loosened and I referred to that as, “You give them an inch and they ask for a foot!”

I questioned whether Sinclair would keep its promise to keep local programming local and pay to carry unique events like the Mummers Parade on Philadelphia’s WPHL-17.

On Jan. 27, I actually wrote,

“Next week, the Federal Communications Commission may let Sinclair Broadcast Group buy Tribune Media but force Sinclair to sell off a bunch of stations because it’ll be (way, way, way) too big.”

Fox network

Then, I mentioned 21st Century Fox planning to downsize and what so-called New Fox would look like.

“Reports are Fox will buy ten of those stations. That means, as I wrote earlier this month about the company:

earlier

(Those cities except San Diego had NFL football teams, and Fox – which carries most Sunday NFC games – won Thursday Night Football package that also involves the AFC.)

“Cleveland, are you listening?

“And also from earlier this month, don’t expect a list of Fox-owned TV stations on the Fox Television Stations Group’s website, no matter how many times I put up the link. That would be too relevant!”

Thursday Night Football logo

I called my Feb. 22 post “Got cable, satellite? You’ll foot the bill for Fox’s Thursday Night Football” and showed how Fox’s enormous bid of $3.3 billion for the rights for five years

“is going to trickle down to you and me.”

I traced the skyrocketing cost of sports TV rights over the decades but explained overpaying isn’t always bad because,

“These days, Fox doesn’t have much of a regular Thursday night lineup. The NFL would draw viewers.”

Then, naturally,

“That means Fox stations can expect a call from the network demanding more money for providing better programming – especially in cities with NFL teams – and that may not be so bad, considering what Fox airs on Thursday nights these days? (Do you know?) … And where will these stations get that extra money? Sure, selling ads for higher prices, but also demanding to charge your cable or satellite company more when its contract is up — Fox will insist they do — and that will raise your bill.”

That was part of Fox’s plan to air as many live events as possible and buy more stations. Which brought up Sinclair.

I explained,

“If the $3.9 billion deal goes through, Sinclair will have to sell off some stations because the Federal Communications Commission (public airwaves) and Justice Department (antitrust) ownership limits. Also, Sinclair and Tribune already own stations in some markets and compete, so the combined company would own multiple stations in one city. … Fox wants to buy some of those stations, Sinclair will be forced to sell, and New Fox will have the money from selling so much to Disney/ABC.”

I did note Philadelphia-based Comcast/NBC had “offered substantially more” for Fox at that point.

comcast fox disney

Also,

“Media watchdog groups have long criticized Sinclair for using shared-services agreements to control stations without owning them, which they see as a loophole around the FCC’s ownership rules.”

Plus,

“People strongly opposed to the mega-deal argue it would reduce the number of voices in media and diminish coverage of local news.”

And,

“The (New York) Times learned from New Jersey Rep. Frank Pallone and two congressional aides, ‘The top internal watchdog for the F.C.C. opened an investigation into whether Mr. Pai and his aides had improperly pushed for the rule changes and whether they had timed them to benefit Sinclair.’”

A week later, Feb. 28, I pointed out,

Sinclair owns more Fox affiliates than anyone else, giving it power, and owns more Fox affiliates than stations of any other network. In fact, Variety reports that after the deal, Sinclair will have more Fox affiliates than even 21st Century Fox itself owns! … And Sinclair is proposing it be allowed to keep multiple stations in Harrisburg, Indianapolis, and Greensboro, N.C. — even though FCC rules say a company can’t own two of the top four stations in a local market.”

I posed the question,

“Will the merger bolster local news coverage and be a stronger competitor to internet giants like Facebook and Google — or harm competition?”

Broadcasting & Cable magazine quoted 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 disagreed, saying,

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

Also at that point, the plan was

“for Tribune’s WPIX-New York (CW) and WGN Chicago (independent) to be sold, but still operated by Sinclair, which wants its stations to be seen all over the country and is how it has operated around the rules for years.

“Really gone will be Tribune’s Fox affiliate KSWB-San Diego. Expected to be gone are Tribune’s Fox affiliates in Seattle (KCPQ), Denver (KDVR, which Fox once owned), Salt Lake City (KSTU, which Fox once owned), Sacramento (KTXL) and Cleveland (WJW, which Fox once owned). Let this show Fox owned but sold three of those five stations, which shows a lack of commitment to those communities.

Plus, there’s Tribune’s CW Miami-Fort Lauderdale affiliate (WSFL-Channel 39). Imagine the Fox network buying Miami’s WSFL. I’m sure Fox affiliate WSVN’s owner Ed Ansin would have something to say about that. He has more experience than anyone in that situation because NBC did it to him twice: in Miami in 1989 and Boston in 2017.”

The next day, March 1, was one of the most popular posts, possibly because I hadn’t seen it reported at all by South Florida media. The post also had lots of cities, and old logos and promos.

credits wsvn
I started my producing career at WSVN.

“WSVN without Fox? It’s possible if….” ran through many examples from over the years of networks dumping their affiliates in certain cities because they wanted a station of their own. It was because of “the possibility WSVN-Channel 7 in Miami-Fort Lauderdale may lose its Fox affiliation” if Fox buys the competing CW affiliate, which was one of the stations that was going to be spun off from the Sinclair-Tribune deal. Fox hadn’t owned too many stations compared to other groups.

tv owner population share

I mentioned,

The plan (was) that Fox itself will buy several Tribune stations – all Fox affiliates already – but also WSFL-Channel 39, which is South Florida’s CW affiliate.”

WSFL

Then, I posed two questions,

“What would happen to programming on both stations?” and “Would (Fox) give up WSVN’s good ratings and help from its large news department, just to have a station of its own?”

But in 1989, NBC bought CBS affiliate WTVJ when Ansin wouldn’t sell. CBS bought independent (Fox still just airing on a couple of nights) WCIX with a small news department and signal 30 miles south of all the other stations.

In San Francisco, NBC demanded longtime affiliate KRON for a very low price, when the owners decided to sell. When KRON was sold elsewhere, NBC pulled its affiliation and moved former ABC affiliate KNTV up from San Jose.

In Boston, NBC wanted affiliate WHDH – owned by Ansin – for a very low price. Once again, he refused so NBC dropped WHDH and started a new station using New England Cable News; bumped the Telemundo signal on WNEU-Channel 60 in New Hampshire, which it owned, to a sub-channel, and put NBC on the main channel; bought WBTS-LD (low-powered) Channel 8; and leased a sub-channel of WMFP (virtual channel 60.5) in Lawrence, Mass. Then, after a year, it decided the station should be called NBC 10!

In Raleigh/Durham, NBC dumped its weak affiliate and affiliated with a new station that was owned by a company that owned successful NBC affiliates, but it had to start up a news department from scratch.

WNCN1

In Charlotte, Fox dumped one of its strongest affiliates that had a news department just to affiliate with the former UPN station, and start up a brand new news department, so it could carry Carolina Panthers football games.

You could say viewers in lots of the country got confused and there are no more partnerships, since companies will do whatever it takes to make more money.

Looking ahead, had the Sinclair-Tribune deal gone through, some CW affiliates owned by Tribune probably would’ve lost their affiliations to CBS-owned stations.

And separately, there was the channel 4-channel 6 swap in Miami.

I noted in the Miami market,

“Putting WSFL on the block goes against Sinclair trying to buy up stations in every city around the country – or just make a deal with the owners to operate them, to get around the rules. That’s because neither Sinclair nor Tribune have any other stations in Miami.”

And don’t forget Miami has the Dolphins NFL team.

I ended by showing,

“There are also examples where networks own stations but don’t put their own programs on those stations, because affiliating with competing stations makes more sense.”

But nothing had been decided about Miami.

feature no sinclair tribune miami

By March 7, there was finally some “definite” information, or so everyone thought since some details were released.

Sinclair

“announced it would sell several stations to stay under a new cap, but the deals it reached would let it continue to control the New York and Chicago stations it sells, so those big cities won’t count. (Is there ANYBODY who thinks that’s OK?)”

WPIX

“Sinclair (was supposed to) sell WPIX-New York for a measly $15 million to Cunningham Broadcasting. More than 90 percent of that company’s stock is controlled by trusts owned by the estate of Carolyn Smith, the late wife of Sinclair founder Julian Smith and mother of Sinclair chairman David Smith. So the Smith children own it. Talk about a shell corporation! Cunningham owns 20 stations but at least 14 of them are run by Sinclair!

“And it (was supposed to) sell WGN-TV Chicago for just $60 million to Steven B. Fader, chairman of Baltimore-based Atlantic Capital Group and business partner of David Smith in Atlantic Automotive Corp.

“Those stations are each worth hundreds of millions of dollars, maybe a half-billion.”

WGN-TV

On top of that, Variety says,

“Sinclair would not only continue to operate the stations and receive the lion’s share of their revenue, but the sale agreement with both buyers gives Sinclair an option to buy the stations back within eight years. That’s seen as a marker for the company to bide its time in the hopes that the FCC relaxes its station ownership restrictions in the near future.”

TVNewsCheck‘s editor Harry Jessell reported he spoke to Ansin who said Fox hasn’t mentioned anything about “moving into the market and no expression of interest in WSVN.”

I mentioned several other cities where the networks got rid of affiliates they didn’t want. Some cases were nicer than others.

On a national level, Disney’s bid beat Comcast’s for Fox in the U.S., but it wasn’t over.

Comcast logo sized

In Europe, Comcast outbid Fox to buy the 61 percent of Sky PLC Fox didn’t already own. Fox is still trying to consolidate ownership of the powerful British pay-TV company in order to turn it around and sell Sky to Disney.

fox sky news disney

Broadcasting & Cable (reported) eight of the 50 states’ attorneys general came out against the SinclairTribune merger. They told the Federal Communications Commission “it does not have the authority to raise the 39 percent national audience reach cap for TV station groups, that it does have the authority to eliminate the UHF discount” – the old rule that discounts the number of viewers UHF stations reach by half, because they were weaker and harder to watch years ago before modern technology like cable, computers, etc. – and that it should eliminate the discount.

They – according to B&C – argue

“getting rid of the cap would threaten diversity, competition, and localism, and cites Sinclair Broadcasting, whose Tribune deal would benefit from lifting or eliminating the limit, pointing out that it distributes news stories that must run in its newscasts.”

The attorneys general included the ones from Illinois (home to Tribune) and Maryland (home to Sinclair), who opposed the takeover because

“the combination would decrease consumer choices and diversity in the media marketplace.”

According to The Sun, Sinclair claimed

“the merger would allow the new company to better serve local viewers with expanded local coverage, better facilities and more programming, delivered in part by operational efficiencies.”

Days later, on March 11, I published one of my longest posts.

“Call to action: Help stop Sinclair from taking over Tribune” went into detail about why the deal was bad and showed you how to contact the FCC, your Congressional representative and your senator.

This was when Sinclair started ordering hundreds of its local news anchors around the country to recite a script using President Trump’s talking points against the rest of the media.

You’ll remember,

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

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

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

feature group

And you’ll certainly watch it – and the parodies like above – in this post!

Blame it on Scott Livingston, Sinclair’s senior vice president of news, who wrote in a statement to CNN:

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

CNN also went into great detail about how the promos were supposed to “look and sound.”

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

CNN concluded 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.’”

I gave my opinion on the whole propaganda problem:

“TV stations should be run by their general managers who live in and are part of the community. And this is exactly the opposite. … It shouldn’t matter much whether GMs come from the sales side or the news side, as long as they’re serving the public interest. There should be hardly any interference from a major corporation’s headquarters.”

ABC News Nightline

I reminded readers, “Sinclair ordered all of its ABC stations not to air April 30, 2004’s episode of Nightline in which Ted Koppel read the names of the more than U.S. troops killed in action in the Iraq war,” how Sinclair said the Nightline program

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

and how the company’s lawyer Faber confirmed his company told its ABC affiliates not to air the program because,

“We find it to be contrary to public interest.”

Vietnam veteran and prisoner of war, Sen. John McCain (R-Arizona) disagreed. He wrote in a letter to David Smith:

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

Regardless of politics, whose opinion on “public interest” would you support, John McCain’s or David Smith’s?

Of course, Sinclair stations not airing the program with the rest of the country got many complaints.

So much for localism!

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

Is this someone who deserves a public broadcast license?

vote voting election

But back to politics. CNN also reported,

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

Looking back at that same electionThe 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.”

The article continued,

President Barack Obama Official White House Photo
Official White House Photo

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

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

Therefore, I wrote,

“It appears Sinclair’s owners are far right-wingers using their assets (and our airwaves) to get what they want politically. That’s not the public interest.”

Neither is Sinclair being the king of the “must-runs,” which The New York Times reported in May arrive every day at its TV stations. The paper defined them as

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

Again, so much for local control over content! The Times gave these examples:

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

komo

And it described a Seattle station the company bought less than five years earlier,

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

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

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

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

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

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

Livingston, the company’s vice president for news, told The Times,

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

I interpreted that to mean Sinclair works very hard to be to the right of other news organizations.

At least the Seattle station, an ABC affiliate, carries news.

Sinclair owns a Fox affiliate in Pittsburgh, WPGH-Channel 53. It used to produce its own newscast but no longer does. Instead, it runs a newscast produced by a competitor. That’s one less local television voice.

Sinclair pretty much closed up shop in Toledo, Ohio. Its NBC affiliate there has a few people left in news but production is done out of its CBS/Fox stations in South Bend, Indiana. That includes its anchors and weather people. Who knows if they’ve ever been to Toledo, know anything about it, its history, what’s popular there, etc.? The weather person is supposed to know the nuances and micro-climates of that area. Sinclair has shown none of that matters.

mark hyman
Mark Hyman

Sinclair had its former Vice President for Corporate Relations Mark Hyman give “must air” right-wing commentaries for years and then hired former Trump campaign spokesman and advisor Boris Epshteyn as its chief political analyst, a month after he left the White House.

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

Plus, don’t forget President Trump’s son-in-law and advisor Jared Kushner said Sinclair executives worked with the campaign to spread pro-Trump messages in Sinclair newscasts.

And, concerning the FCC chairman,

“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.”

Then I scrutinized prices for Tribune stations Sinclair was buying versus past station sales and wrote,

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

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. That has caused 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.

Back on March 23, we thought we’d learned the fates of seven more TV stations that would’ve had to be divested.

They were to go to political commentator, entrepreneur, author of a nationally syndicated conservative newspaper column, and host of the daily radio show and the nationally syndicated TV program, The Armstrong Williams Show. Williams is also the largest African-American owner of television stations in the U.S.

armstrong williams

Wikipedia described him as,

principal in Howard Stirk Holdingsa media company affiliated with Sinclair Broadcasting that has made numerous television station purchases.”

Williams had been in business with Sinclair – a corporation with overtly and pushy conservative leanings – before, but this time looked different.

The backstory is that Williams helped Sinclair buy Barrington Broadcasting. He got NBC affiliate WEYI-TV in Flint-Saginaw-Bay City, Mich., and CW affiliate WWMB in Myrtle Beach-Florence, S.C., BUT according to Wikipedia,

“Both stations remain operated by Sinclair under a local marketing agreement, which resulted in allegations that the company was simply acting as a ‘sidecar’ of Sinclair to skirt FCC ownership rules. Williams defended the allegations, noting that he had full control over their programming, and received the majority of their revenue.”

He did buy five other stations, three from Sinclair.

No price was announced in this deal.

at&t time warner

Funny thing is, according to White House Press Secretary Sarah Sanders, President Trump attacked AT&T’s $85.4 billion bid for Time Warner. However, he even spoke to Fox owner Rupert Murdoch in December and congratulated him on his Disney deal!

Maybe that’s because Fox owns Fox News Channel, which Trump likes, and Time-Warner owns CNN, which the president does not like.

Don’t forget Comcast had originally even offered more than Disney for all those Fox assets but was rejected! That may have been a good thing, since a federal judge let AT&T get Time Warner but the government is appealing. A Fox-Comcast deal would’ve been similar, with a content creator and a content provider.

Then I went over the FCC’s broadcast ownership limits and the reason a combined Sinclair-Tribune could not have simply kept the two highest-rated stations in a big city, or more than one in a smaller city.

Days later, on March 26, I mentioned the Sinclair Divestiture Trust. It’s a flexible list of stations in

“a series of Form 314 filings have been made with the FCC indicating the divestiture of up to 23 broadcast television properties by Sinclair.”

The stations – from both Sinclair and Tribune – were put in the trust “for the purpose of removing them from the licensee” – in other words, to be sold off.

According to RBR+TVBR, Sinclair noted stations were placed in the divestiture trust

“in order to retain flexibility, based on the outcome of Sinclair’s request to own two top-four stations in this market, to determine which station, if any, will be placed in the Trust.”

That’s because FCC rules would not have let the proposed controversial combination simply decide to hold onto the two highest-rated stations in a city.

I really wrote a lot because on March 30, I discussed how unionizing could’ve helped those news anchors at Sinclair-run stations who didn’t want to look into a camera and read that corporate promotional nonsense during newscasts. I think a union would’ve helped the journalists keep the business people in their place, which is out of the newsroom.

The Seattle Post-Intelligencer — which properly discloses “KOMO News and SeattlePI have a content-sharing agreement” — called that script

“the next step in the company’s plan to undermine non-Sinclair outlets.”

The SeattlePI continued:

“The claim of balanced reporting is undermined by must-run segments like the one about the ‘Deep State’ that ran during KOMO’s 6pm newscast last week. In the March 21 segment, former Trump adviser Sebastian Gorka parroted a Trump talking point regarding the existence of a ‘Deep State’ attempting to undermine the U.S. government.

“That segment was produced by Sinclair’s Kristine Frazao, who before coming to Sinclair was a reporter and anchor for the Russian-government funded news network RT, described as ‘the Kremlin’s propaganda outlet’ by the Columbia Journalism Review.

“Sinclair also requires stations to run segments from Boris Epshteyn, a Russian-born former Trump adviser who now serves as Sinclair’s chief political analyst. Epshteyn recently produced stories with titles like, ‘Pres. Trump deserves cabinet and staff who support his agenda, yield successes’ and ‘Cable news channels are giving way too much coverage to Stormy Daniels.’”

In January, Sinclair had some nerve when it “asked employees to donate to its political action committee meant to sway lawmakers.” FTV Live’s Scott Jones leaked the document that called the Sinclair Political Action Committee, “our fund that supports candidates for Congress who can influence the future of broadcasting” — in their interest, of course!

jerry springer
Jerry Springer

This all made me wonder when it’s time to jump ship, like WMAQ’s Carol Marin did in Chicago in 1997 when Jerry Springer started giving commentaries on her newscast. The New York Times called her “one of that city’s most popular and respected television news anchors.” Her co-anchor also quit.

I ended with New York magazine publishing a piece titled “Local news is turning into Trump TV, even though viewers don’t want it” describing — without repeating what’s above — how

“Trump’s handpicked FCC chair, Ajit Pai, spent much of last year dismantling regulatory obstacles to media consolidation — including two rules that stood in the way of Sinclair’s desired merger with Tribune Media.”

Then it presumed “Sinclair has repaid this favor with interest” and asked “Why has Sinclair’s programming become more right-wing, even as it has expanded into more left-leaning media markets?”

On April 4, my post “My urge: Follow your conscience, despite the cost” discussed how local TV news anchors around the country have been reading those nonsense marketing scripts the rulers of Sinclair Broadcast Group demanded.

According to Bloomberg, the day before, the statement takes “aim at the integrity of other U.S. media outlets.”

That left many – myself included – wondering why some of the company’s journalists with credibility didn’t just quit doing what they’re told, despite the fact they hate everything about it, personally and professionally? Wouldn’t you have more respect for someone who uses their conscience and just says no, regardless of the consequences?

Bloomberg reported,

“The short answer is the cost may be too steep. According to copies of two employment contracts reviewed by Bloomberg, some Sinclair employees were subject to a liquidated damages clause for leaving before the term of their agreement was up: one that requires they pay as much as 40 percent of their annual compensation to the company.”

Can you imagine?

And that right to enforce the liquidated damages clause isn’t just a scare tactic. I gave an example and later learned, a Sinclair assistant news director who left for a job in another city less than two months before her contract ended had to pay too much to leave.

With Sinclair, some employees who never appeared on television were still required to sign such contracts.

Want to fight? Then there’s forced arbitration which means no sympathetic jury for the employee.

No reasonable person can feel anything but resentment if they know how the company operates.

But don’t forget journalists are natural storytellers.

Mediaite reported in Portland, Ore., the general manager issued an internal memo instructing his staff not to answer questions from anyone contacting them! FTVLive’s Scott Jones got a copy of the memo, which said most callers “likely haven’t actually watched and don’t have full context on (sic) due to social media, etc. I will also remind you that giving statements to the media or sharing negative information about the company can have huge implications.” Click here to see it.

Despite what you read, President Trump tweeted twice he’s a fan of Sinclair.

But KOMO-Seattle anchor Mary Nam – remember, a Sinclair station – took issue with the president and had the guts to call him out for calling watching “Fake News Networks” funny.

Another Sinclair station, WMSN in Madison, Wisc., was dealing with record snowfall (even for them!) and an important state Supreme Court election. Sounds a lot more local, important and even life-saving than the bullshit Sinclair demanded.

And thanks again to FTV Live’s Scott Jones who found this gem from WGN-TV executive producer Jeff Hoover.

In Rochester, Norma Holland of WHAM-13’s Good Day Rochester wrote about her dilemma on Facebook:

The Huffington Post reported,

“Some employees have spoken out about their frustration at having to parrot the conservative politics of their employer,” but also, “Others say they’d like to do more, but they’re wary due to what they say is Sinclair’s policy and practice of closely monitoring its employees.”

Also, “There’s a lot held over us,” a journalist at a Sinclair affiliate told HuffPost on the condition of anonymity. “They pay attention to what websites we’re on.”

Plus,

“Sinclair employees say their parent company often pays especially close attention to its affiliates’ editorial activities, meddling in how they present their stories and graphics, and sometimes going so far as to delete offensive comments on an affiliate’s online articles before that station’s own web editors have a chance to do so.”

So a huge THANK YOU to everyone who has done their part to fight for what’s right. I hope they all still have their jobs, or moved on to something better. Unfortunately, I don’t think that was the case in Portland, Ore.

On April 10, I showed you Sinclair is having an effect on trust in local news.

Local news organizations remained the most trusted source of information in Pew Research Center’s polling on trust in media – even though in January, a Pew Research Center report announced fewer Americans regularly rely on TV news, down to 50 percent of U.S. adults, from 57 percent a year prior.

Then, The Poynter Institute says Emory University researchers found

“many TV local news stations are focusing more on national politics and have taken a rightward slant over the past year. And that move is stemming from ownership of the stations, not the demands of a local audience.”

Poynter noted,

“The study comes just as many are raising concerns about a coordinated effort by one major owner of TV stations that forces its anchors to record a segment about ‘the troubling trend of irresponsible, one-sided news stories plaguing our country.’”

The researchers examined 7.5 million transcript segments from 743 local news stations and saw huge differences between other stations, and outlets owned by Sinclair.

“The authors found Sinclair stations, on average, carried about a third less local politics coverage and a quarter more national politics … (including) commentaries the stations are forced to run by former Trump official Boris Epshteyn.”

Again, how can they claim they’re good for localism?!

On April 11, I wrote about FCC Chairman Ajit Pai speaking at a Las Vegas meeting, the day before.

TVNewsCheck’s Harry A. Jessell reported him saying his approach to broadcast regulations was,

“You either believe in scrapping outdated regulations or you don’t. We do.”

Under the former Verizon lawyer’s leadership, eight rules were eliminated with more to come. (Of course, we know the UHF discount is back, putting Pai under investigation by the FCC inspector general.)girl watching tv

As for what’s next, according to Pai, “In particular, Commissioner [Michael] O’Rielly is now leading an effort to update our children’s television rules so that they better reflect the way that kids watch video these days, and I look forward to getting his recommendations.”

Jessell said O’Rielly got

“a call from an Ohio broadcaster who said his plans for a Saturday morning news program were ‘derailed’ by the need to make way for children’s programming.”

I don’t know which station but will go to go out on a limb and say the news program would be much cheaper using a set already in the studio and an announcer already on staff. And where was the required children’s programming anyway? That’s just my two cents.

Also from Jessell:

“Pai also patted himself on the back for helping broadcasters secure an additional $1 billion from Congress to insure that they will be fully reimbursed for moving to new channels in the wake of the FCC incentive auction.”

So much for helping the poor and the children! Ain’t government great?!

On May 4, I published the massive “Media mega-merger may be moving closer, impacting Miami” because we learned the biggest news for a local TV market if Sinclair and Tribune would’ve merged would’ve been Miami/Fort Lauderdale (of course!).

A week earlier, TVNewsCheck‘s Harry Jessell noted,

For nearly a year, Sinclair has been screwing around, working every angle in its grim determination to hang on to every Tribune station it could in the face of FCC ownership caps and Justice Department antitrust limits.”

But the deal announced in May, 2017, still hadn’t happened.

Government approval would have to come from the Justice Department for antitrust worries, and the FCC to approve ownership limits.

A number of stations would have to be sold and I’d already explained TV ownership limits, with four rules in play: 1. national TV ownership, 2. local TV multiple ownership, 3. the number of independently owned “media voices” – 4. and at least one of the stations is not ranked among the top four stations in the DMA (that’s the “designated market area” or city, and ranking based on audience share), and at least eight independently owned TV stations would remain in the market after the proposed combination.

On April 24, The Wall Street Journal reported Sinclair said it’ll spin off 23 stations in 18 markets – some owned by Sinclair and others by Tribune.

Also on April 24, Deadline magazine reported, “Sinclair expects the transactions for the station sales to close the same day the Tribune deal is approved, and now estimates it all will be wrapped up by June.” Obviously that didn’t happen.

These are the stations owned by Sinclair that would be divested if the merger goes through…

sinclair divest

and these are the stations owned by Tribune.

tribune divest

So we learned who would get the stations, but it’s more complicated than the charts show.

The official licensee could have a different name but we know we’re dealing with stations owned by Sinclair and Tribune.

More importantly and suspiciously is the last column, called Buyer. That’s because Sinclair has been the king of using shell companies to get around ownership rules. These corporations are either owned by the Smith family that owns Sinclair, or others that let Sinclair program them through local marketing agreements. Sinclair doesn’t technically own all those stations, but operates them as if they do.

Cunningham Broadcasting

Cunningham Broadcasting Corporation is the most controversial. It calls itself

“an independent television broadcast company that, together with its subsidiaries, owns and/or operates 20 television stations in 18 markets across the United States.”

Notice “owns and/or operates.”

As for independent, Forbes magazine (not a liberal publication) put out an article called “Meet the Billionaire Clan Behind the Media Outlet Liberals Love To Hate” and it described Sinclair’s owners and their ties to Cunningham.

“The Smith family, which includes brothers David, Robert, Frederick, J. Duncan and a flurry of family trusts, is worth a combined $1.2 billion, Forbes estimates, based on the family members’ ownership of stock in publicly traded Sinclair Broadcasting, share sales over the past 15 years, dividends and some private assets,” it read.

“Revenues have increased 281% over the last decade to $2.7 billion in 2017, while Sinclair’s share price has increased 367% over the same period, pushing its market capitalization up to a recent $3 billion. All of this growth has occurred under the control and oversight of David Smith, 67, the chairman and former CEO of the company, as well as the son of the company’s founder Julian Sinclair Smith,” it continued.

Jessell of TVNewsCheck reported, “Its financials are consolidated with Sinclair’s in its SEC filings and earnings reports.”

Forbes quoted Daniel Kurnos, an analyst at Benchmark Capital, as saying, “Sinclair plays some of the hardest ball of anyone,” from acquiring stations to negotiating advertisement pricing and retransmission fees, which are some of the highest in the business.

sinclair before tribune

Under David Smith, who wouldn’t comment for the article, Sinclair went from three cities – Baltimore, Pittsburgh and Columbus – to what it is now.

“To ‘purely make money’ in a scale-oriented business, David bought up as many broadcast stations as possible. First he concentrated on secondary markets, like Memphis, St. Louis and San Antonio, where operation costs were cheaper than in places like New York or Chicago.

“I believed that certain things were going to happen in the television industry, the most important being consolidation,” David told Forbes in 1996.

So much for public service!

Then came the controversial Cunningham, arguably rigging the system.

“In the 1990s, the company pioneered a technique to circumvent an FCC rule limiting ownership of more than one TV station per metro area. David’s mother, Carolyn Smith, started another business, Cunningham Broadcasting. Following Carolyn’s death in 2012, most of the ownership of Cunningham Broadcasting shifted to a family trust, which is included in the overall Smith family valuation.”

So Cunningham really isn’t independent, as its website claims!

Known as “Glencairn, Ltd. prior to 2002,” it got into some trouble back in 1998. In July of that year, Broadcasting & Cable magazine reported,

PUSH pushing FCC over Sinclair/Glencairn

“The Rainbow/PUSH Coalition is raising questions at the FCC about whether Sinclair Broadcasting is exercising control over a minority-headed TV group with which it has struck a series of local marketing agreements (LMAs).

“In a July 1 filing at the FCC, Rainbow/PUSH said it plans to study whether the LMA deal between Sinclair’s KABB(TV) San Antonio and Glencairn’s KRRT(TV) Kerrville, Tex., violates the commission’s prohibition against common ownership of two local stations. (The rules were more strict then.)

“‘Rainbow/PUSH has not had an opportunity to fully research this matter, and thus preserves here the question of whether Glencaim is the alter ego of Sinclair,’ the group told the FCC.”

More than three years later, in Dec., 2001, Broadcasting & Cable was finally able to report the decision.

FCC fines Sinclair for Glencairn control

“Sinclair Broadcasting exercised illegal control of business partner Glencairn Ltd., the FCC found Monday after three years of investigating the companies’ relationship.

“Each company was fined $40,000 but escaped tougher sanction sought by civil rights groups-a government rejection of Sinclair’s request to buy 14 stations from Sullivan Broadcasting.

“The commission’s three Republicans judged that the companies were liable for misinterpreting FCC policies, but found they did not intentionally mislead the agency about compliance.

“Democratic Commissioner Michael Copps wanted the FCC to pursue a tougher sanction and voted to designate the station sales for hearing in front of an administrative law judge.

“Sinclair has repeatedly ‘stretched the limits’ of FCC ownership rules, he said.”

Back to the Forbes article, last year, Cunningham paid Sinclair more than $120 million for running its stations. Also, Cunningham admits its treasurer and chief financial officer, Lisa Asher, worked as Sinclair’s assistant controller before moving over in 2002.

So we know Cunningham, set to buy Tribune stations in Dallas and Houston, appears to be a shell company, and we can make bets who will operate and control it if the Sinclair-Tribune deal ever comes to fruition.

But there’s a lot more evidence.

Cunningham is headquartered near Sinclair in Maryland, which is very convenient since

“Cunningham Broadcasting owns the FCC broadcast licenses and operates through various management agreements with Sinclair Broadcast Group, Inc. WNUV-TV in Baltimore, Maryland; WTTE-TV in Columbus, Ohio; WMYA-TV in Anderson, South Carolina; WRGT-TV in Dayton, Ohio; WVAH-TV in Charleston, West Virginia; WDBB-TV in Bessemer, Alabama; WBSF-TV in Flint, Michigan; WGTU-TV in Traverse City, Michigan; KBVU-TV in Eureka, California; KCVU-TV in Chico-Redding, California; WEMT-TV in Greeneville, Tennessee; WPFO-TV in Portland, Maine; WYDO-TV in Greenville, North Carolina; and KRNV-TV & KENV-TV in Reno, Nevada.”

bonten tri-cities stations
Bonten’s Tri-Cities stations, from the signature below my work email

Looking at its list of stations — something the Fox Television Stations Group never posted on its own website despite me calling them out for it herehereherehere (so far in no particular order, although I may have missed a couple), and my favorite, here — I showed you Sinclair bought Bonten Media Group but Cunningham bought the stations Bonten operated. Notice those stations listed on the website have no websites of their own.

WBFF

Another dead giveaway is that Cunningham is based at 2000 W. 41st Street, Baltimore MD 21211 and coincidentally, Sinclair flagship WBFF-45 (Fox affiliate) has the same address!

But not just WBFF.

WNUV

So is WNUV-54 (CW affiliate), which says it’s

“owned and operated by Cunningham Broadcasting Corporation and receives certain services from an affiliation of Sinclair Broadcast Group.”

(Sinclair, the corporation, is based in nearby Hunt Valley, MD.)

But that’s not all, folks!WUTV

There’s still WUTV-24 (MyNetworkTV affiliate), with the same look as the other websites, which says it’s

“a SBG Television affiliate owned and operated by Deerfield Media, Inc and receives certain services from an affiliation of Sinclair Broadcast Group.”

Deerfield, with apparently no website of its own (so see Wikipedia’s take), is another of the shell companies, formed in 2012 but not involved in the proposed Tribune transaction.

How’d that happen?

In Nov., 2012, TVNewsCheck reported,

“For years (before 2012), Fox Television Stations’ WUTB Baltimore gave Fox considerable leverage in its sometime contentious affiliation negotiations with Sinclair Broadcast Group.

“If Sinclair ever got out of line, Fox could threaten to yank its affiliation from Sinclair’s flagship station WBFF Baltimore and move it to WUTB.

“But last May, Fox relinquished that leverage when it extended its affiliation with WBFF and 18 other Sinclair stations for five years starting Jan. 1, 2013, and granted Sinclair an option to buy WUTB.

“Sinclair is now exercising that option by assigning it to a third party, Deerfield LLC.

“According to an FCC filing seeking approval of the deal, Deerfield is buying WUTB and allowing Sinclair to run the MNT affiliate through joint sales and shared services agreements.

“The deal gives Sinclair a virtual triopoly in Baltimore where it also operates CW affiliate WNUV, which is owned by Cunningham Broadcasting, Sinclair’s longtime duopoly partner that is controlled by trusts for the children of Sinclair’s controlling shareholders.”

But Sinclair and Deerfield were already in cahoots.

Months earlier, in July, 2012, MarketWatch reported Sinclair intended

“to buy six television stations from Newport Television LLC for $412.5 million and agreed to buy Bay Television Inc. for $40 million. … Sinclair also agreed to sell the license assets of its San Antonio station KMYS and its WSTR station in Cincinnati to Deerfield Media Inc. Sinclair will also assign Deerfield the right to buy the license assets of WPMI and WJTC in the Mobile/Pensacola market, after which Sinclair will provide sales and other non-programming services to each of these four stations under shared services and joint sales agreements.”

The next day, TVNewsCheck reported,

“Sinclair Broadcast is getting six stations in five markets for $412.5 million:
— Cincinnati (DMA 35) — WKRC (CBS)
— San Antonio, Texas (DMA 36) — WOAI (NBC)
— Harrisburg-Lancaster (DMA 41) — WHP (CBS)
— Mobile, Ala.-Pensacola, Fla. (DMA 60) — WPMI (NBC) and WJTC (Ind.)
— Wichita, Kan. (DMA 67) — KSAS (Fox)

“Sinclair is also acquiring Newport’s rights to operate third-party duopoly stations in Harrisburg, Pa. (CW affiliate WLYH), and Wichita, Kan. (MNT affiliate KMTW). Those rights include options to buy the stations. …

“While Sinclair was buying, it was also selling.

“It said it would spin off its CW affiliate in San Antonio (KMYS) and its MNT affiliate in Cincinnati (WSTR) to Deerfield Media Inc., presumably to comply with the FCC ownership limits. In the deal, Deerfield also picks up an option to buy two of the stations it is acquiring from Newport, WPMI-WJTC Mobile, Ala.-Pensacola, Fla.

“Sinclair said it intends to ‘provide sales and other non-programming services to each of these four stations pursuant to shared services and joint sales agreements.’

“In yet another deal, Sinclair said it is buying WTTA Tampa-St. Petersburg from Bay Television Inc. for $40 million. Since 1998, Sinclair has operated WTTA pursuant to a local marketing agreement.”

And that was the start of the Deerfield connection!

Even more telling is that Deerfield’s WUTV moved from Channel 24 (24.1) to 45.2, which is a subchannel of Sinclair’s WBFF! The website doesn’t tell why. It just explains to viewers watching over the air with an antenna how to rescan, but the reason is really the FCC’s recent spectrum auction.

With three stations realistically (unless you prefer names over control), Sinclair was in a great position to sell off some spectrum space and make even more money. This website shows Channel 24 will go off the air and the owner (or operator?) will get $122,912,964 for its spectrum.

So for those of you in Baltimore, do you need to reach the newsroom, are you looking for a job (Would they hire me for my investigative work?), or interested in inspecting the FCC public file of any of the three stations? All the information is the same, from address to phone numbers, and we already established three stations in one city are not allowed!

Why was the FCC the last to find out? Or did it know and ignore the facts for political reasons?hsh Howard Stirk Holdings

To the next perspective buyer…

HSH stands for Howard Stirk Holdings, and is owned by Armstrong Williams. That’s now mostly true.

In a Broadcasting & Cable article on the news section of HSH’s website dated July, 2013, Williams mentions suing the FCC because it

“adopted a new rule restricting joint sales agreements (JSAs) between television broadcasters in the same market.”

He claimed,

“It effectively slams the door shut on an important gateway to enhancing localism, viewpoint diversity, and opportunities in broadcast television ownership by minorities and underrepresented groups.”

But there’s more.

Armstrong Williams talked about the impact of a March 31, 2014, Federal Communications Commission (FCC) ruling that television station owners cannot control more than one station in the same local market via the use of joint sales agreements and shared services agreements, often known as “sidecar” deals. Mr. Armstrong, who owns two TV stations through a sidecar agreement with Sinclair Broadcasting, argued that the ruling could cause minority owners, and small station owners more generally, to be forced out of existence.”

That’s from a C-SPAN article on the news section of HSH’s website dated April, 2014, where you can watch the whole interview.

Washington Times article from a few weeks earlier, on the same News page as the others on HSH’s website, said,

“The FCC, backed by the Obama administration Justice Department, argues that broadcasters have used the shared-service, or “sidecar,” arrangements to circumvent long-standing rules against owning multiple television stations in a single market, allowing them to raise ad prices and weaken market competition.”

It seemed every article in HSH’s News section mentioned Sinclair or those joint sales agreements designed to get by without abiding by the FCC’s ownership rules!

In other words, he was a great partner for Sinclair since he’s a minority (but without the views of most other minorities) and they’re both making money by using each other!

But I found it eventually gets somewhat better.

Wikipedia said Williams helped Sinclair buy Barrington Broadcasting in late 2013, so he got stations in Flint, MI, and Myrtle Beach, SC, but they remain operated by Sinclair. They’re actually his only stations run by Sinclair and remember, at the time, his company was accused of “acting as a ‘sidecar’ of Sinclair to skirt FCC ownership rules.”

But that was then.

A year later, he actually, really bought three stations from Sinclair: one in Charleston and two in Alabama. So they’ve been in business several times, and it may not be over.

That means as of now, Howard Stirk Holdings owns seven stations. Two are in the same Anniston-Tuscaloosa-Birmingham, Ala., market, and Williams’ first two are still run by Sinclair. Now, after other purchases, he’s expecting to buy three more if the Sinclair-Tribune merger happens.

standard media

Then there’s Standard Media GroupI hadn’t heard of them either. Its website says Standard General was founded in 2007 and is pretty much an investment adviser, but getting into the broadcasting business. I was skeptical since investment firms are more likely to sell than others with broadcasting in their blood, especially ones who invest in their communities.

However, I learned it’s owned by Soohyung Kim, who started Standard Media to buy nine of the 23 stations. He was a hedge fund manager involved with Media General, Young Broadcasting and LIN before Media General bought them, and Nexstar bought Media General. He owns no TV stations now, and he’s bringing his winning team from years ago with him.

Standard said if the deal goes through, it’ll fulfill its “goal of swiftly building a substantial broadcast television group with a strong and diverse voice” that includes four state capitals.

meredith corporation

TVSpy noted in St. Louis, where Sinclair owns a station and Tribune owns two, Meredith Corp. “signed a deal to acquire KPLR (CW) from Tribune for $65 million, pairing it with KMOV (CBS) which Meredith has owned since 2013.” But that may not happen, even if there is a merger. The Justice Department denied the company the immediate right to create the duopoly.

Sinclair already owns KDNL (ABC) and would also own Tribune’s KTVI (FOX). Great for owners’ synergies. Bad for the number of independent voices in such a big city. Which do you care more about?

We mentioned New York and Chicago, and those plans have changed.

Politico reported on a potential Sinclair news channel, even though Sinclair execs gave denied it. The channel may be just a few hours in the evening to challenge Fox News for conservative viewers. Fox News is carried in more than 90 million homes, compared to 80 million for WGN America which Sinclair would own if regulators approve, and 55 million for the Tennis Channel which Sinclair already owns. It would be based in Washington, DC, where the company already owns local station WJLA-7 and produces some of its national content.

Fox wasn’t on the list of buyers while negotiations were taking place.

Jessell of TVNewsCheck was more direct, saying all Sinclair

“has to do now is wrap up its negotiations with Fox. I don’t know what’s delaying that deal, except that neither Fox nor Sinclair is famous for making concessions. Once Sinclair does that, it can finalize its application and the FCC can complete it long-stalled review.”

That’s where I wrote,

Those greedy bastards are going to end up screwing everything up for themselves (which I’d love to see happen), and you’ve only read about half of the plans, so far!

NFL LogoFox wanted stations in football cities so badly, it got its hands on Cox’s KTVU in San Francisco (with an NFC team, the 49ers, and the AFC Oakland Raiders across the bay will now be moving to Las Vegas in 2020) and gave Cox its own stations in Boston (the New England Patriots are AFC) and Memphis (no NFL team).

Football teams have moved, but the cities Fox wants are Seattle (especially because it’s NFC), and Cleveland, Denver and Miami (because they have AFC teams). San Diego and St. Louis no longer have teams, so Fox isn’t interested in Tribune’s Fox affiliates in those cities.

Seattle, Cleveland and Denver should be easy. The stations are already Fox affiliates so prime-time programming and the amount of news shouldn’t change. And Fox has leverage because it can threaten to take away its affiliation from those stations, lowering their value, if they’re sold to another company.

Miami is a different story. Fox has a very good affiliate, WSVN-7, owned by Ed Ansin’s Sunbeam Television. The ratings are great, the Miami Dolphins play there, and as an AFC team, they show up on Fox on a few Sundays and may also now be seen on Fox on Thursdays.

Fox WSFL WSVN

But the station that’s available is Tribune’s WSFL-39, a CW affiliate without a news department despite a few morning attempts. Should Fox dump WSVN and start from scratch with WSFL? Would it be worth the effort?

In another article, Jessell analyzed the ownership numbers in this case, and you try to figure out what’s true.

He led by saying,

“Sinclair is telling the FCC that its coverage after spinoffs from its merger with Tribune will be just 58.7%. But that’s for regulatory purposes. (In other words, with the revived UHF discount that only counts channels 14 and up as half the audience of the market.) In the real world, where it matters, Sinclair’s national reach will be 66.3% — a full two-thirds of TV homes.”

But he said Sinclair is telling the FCC

“the coverage of the group will be just 58.7% and, with the UHF discount, below the statutory 39% cap. But those percentages are for regulatory consumption, not the real world.”

So there’s a 7.6-point disparity, the difference between 58.7% and 66.3%. How’d that happen? And don’t forget about the part,

“with the UHF discount, below the statutory 39% cap.”

Jessell explained Sinclair

“is claiming 58% because it is not counting stations in three big markets — WGN Chicago, KDAF Dallas, KIAH Houston — that it is spinning off to closely affiliated companies. Without those markets and the discount in effect, Sinclair’s reach will be just 37.39%, safely below the 39% cap.”

Plus, with Dallas and Houston (but not Chicago),

“Sinclair has put additional distance between itself and Cunningham” but will “have an option to buy the stations should the FCC ever ease the rules to allow it.”

So this is Jessell’s bottom line:

“So, again, for regulatory purposes, Sinclair’s reach will be 58.7% without the discount and 37.39% with it.

“But I don’t think that is reality. Those are not the numbers that Sinclair will be showing national advertisers, MVPDs, vendors and others with which it does business.

“In the real world, Sinclair will have a lot of control over Chicago and some control over Dallas and Houston, and its effective national reach will be 66.3%. (For the record, its reach with the UHF discount will be 41.1%, two points over the cap, but that will not matter because regulators will not be counting the three markets.)”

But Deadline noted Sinclair

“has faced further attention in recent weeks over a push to have local anchors at its stations read company-scripted messages, including a recent prohibition against fake news. The spots … struck many in media as too closely aligned with the dismissive rhetoric of President Donald Trump.”

So the company hasn’t been doing itself any favors.

On May 8, I showed you how the FCC had just published a letter from FCC Chairman Ajit Pai’s response to Sen. Dick Durbin (D-IL) regarding the proposed Sinclair-Tribune merger. Sen. Durbin and others have been especially concerned about Tribune’s WGN-TV9 in Chicago.

Pai to Durbin
https://transition.fcc.gov/Daily_Releases/Daily_Business/2018/db0507/DOC-350587A1.pdf

And the last story I wrote was on May 9. “BREAKING NEWS: Fox buying Miami station” may have gotten more views than any other post.

The negotiation spat between Fox and Sinclair ended with 21st Century Fox announcing it would buy the seven TV stations Tribune owned that had to be spun off to not exceed ownership limits, but had not yet officially found buyers.

“21st Century Fox today announced a definitive agreement with Sinclair Broadcast Group and Tribune Media Company to acquire seven television stations for approximately $910 million. The transaction will grow Fox Television Stations’ (FTS) coverage to nearly half of all U.S. households, and its market presence to 19 of the top 20 DMAs, including the addition of key markets that align with Fox’s sports rights,” it said.

fox chart

Six of those seven are Fox affiliates, so not much would’ve changed for viewers in those cities.

Fox WSFL

Yet, the Miami/Fort Lauderdale station is a CW affiliate. What would become of it, and also Sunbeam-owned Fox affiliate powerhouse WSVN? We may never know since the merger looks dead.

The CEO of Fox Television Stations, Jack Abernethy, said,

“This transaction illustrates Fox’s commitment to local broadcasting and we are pleased to add these stations to our existing portfolio. With this acquisition, we will now compete in 19 of the top 20 markets and have a significantly larger presence in the west, which will enhance our already strong platform. This expansion will further enrich our valuable alignments with the NFL, including our new Thursday Night Football rights, MLB and college sports assets. We are also happy to add many talented Tribune employees to our group, some of whom we know well.”

That’s because Fox actually used to own the Cleveland, Salt Lake City and Denver stations but sold them to a company called Local TV which sold itself to Tribune. So much for Fox actually caring about those communities when it owned those stations, sold them, and now wants them back. I hope the people of Cleveland, Salt Lake City and Denver will challenge Fox’s proposed buy with the FCC.

Also, Fox entered into new network affiliation agreements with Sinclair and the stations it doesn’t own but still operates.

Of course, where would Fox find that approximately $910 million to buy the stations? By selling off most of its assets like its movie and TV studio, cable networks FX and National Geographic, and regional sports networks to Disney – keeping just its network, TV stations, Fox News Channel, Fox Business Network and FS1/FS2 cable sports channels.

Remember, a much leaner “New Fox” network plans to concentrate more on live events, specifically NFL football.

But it may not matter due to this point from the Fox news release:

“Completion of the stations acquisition by 21st Century Fox is anticipated for the second half of this calendar year, subject to the satisfaction of customary closing conditions, including regulatory approvals, and is expected to be coordinated with the closing of Sinclair’s proposed acquisition of Tribune.”

And that’s not so likely anymore.

Since the merger announcement, there have been many holdups. Most notably is opposition from people who hate Sinclair’s conservative leanings, must-run commentaries on its local stations and its history of forced network preemptions. There are also those who think Sinclair was already too big of a company and adding Tribune to it would make it much larger.

After a merger, Sinclair said in a news release,

“Pro forma for the Tribune acquisition and related station divestitures, the Company will own, operate and/or provide services to 215 television stations in 102 markets.”

And I quickly responded,

“Something tells me that company doesn’t know what to say and brags too much, which makes its opponents angrier.”

Deadline magazine said that’ll “reach 62% of U.S. households, but 37.4% according to FCC rules limiting station ownership” — which is 39 percent.

Sinclair owner/chairman David Smith (who also controls Cunningham with his siblings, even though it claims to be independent) was apparently smart enough to stay quiet.

WSFL was supposed to be spun off and not take part in any Sinclair-Tribune merger, since Fox was concentrating on cities in the NFL’s NFC conference. The Miami Dolphins are in the AFC, and WSFL is a CW affiliate without a news department.

I suggested Fox look at CBS, making money while owning CW affiliates (it owns half of the CW) and also independent stations, while letting outside companies with either stronger reach or good news departments have the CBS affiliations.

I predicted WSFL losing its CW affiliation since CBS owns two stations in the market. There’s the CBS station WFOR-4, and WBFS-33 which became a MyNetworkTV affiliate to please CW partner Tribune, since CBS got the CW in so many other cities back when the WB and UPN combined.

If Fox ever gets WSFL, it would make perfect sense for CBS to move the CW affiliation to WBFS. WSFL would be a MyNetworkTV affiliate which is perfectly fine, since Fox owns MyNetworkTV.

Fox would have a place to air any network programming WSVN preempts, its Fox News would have access to WSVN’s powerful news coverage like it does from any other affiliate, it could say it owns a station in Miami/Fort Lauderdale to give advertisers more scale, and it could program and promote WSFL and its MyNetworkTV shows any way it wants.

That’s how I saw the perfect solution.

Of course, nobody is perfect and Fox doesn’t always make the right decisions.

It could start news at WSFL. That would give viewers another choice for news but be a kick in the face to WSVN and confuse the viewers, since the market is already splintered with popular stations in two languages.

And I had to say, the Fox Television Stations Group website never posted the acquisition news. But it did show press releases from Feb. 8, 2017 and Nov. 3, 2016.

Instead, it looks like there will be no Sinclair-Tribune merger. The FCC’s administrative judge could take a year to make a decision, and these companies – not to mention their employees – have ants in their pants.

Part of Sinclair’s statement last Monday, July 16, said,

“During these discussions and in our filings with the FCC, we have been completely transparent about every aspect of the proposed transaction. We have fully identified who the buyers are and the terms under which stations would be sold to such buyer, including any ongoing relationship we would have with any such stations after the sales. … At no time have we withheld information or misled the FCC in any manner whatsoever with respect to the relationships or the structure of those relationships proposed as part of the Tribune acquisition. Any suggestion to the contrary is unfounded and without factual basis. … As a result and in light of the ongoing and constructive dialogue we had with the FCC during the past year, we were *shocked* (my asterisks) that concerns are now being raised.

And with Cox coming in and putting its stations up for sale, the dynamics may have completely changed.

cox media group

I’m going to call it a night and return tomorrow with all the details of what went wrong (or right, if you saw things my way).

Each of the articles above came with details and pictures, and some with videos.

Please leave your comments in the section below, and don’t miss out. If you like what you read here, subscribe to CohenConnect.com with either your email address or WordPress account, and get a notice whenever I publish. I’m also available for writing/web contract work.

Media mega-merger may be moving closer, impacting Miami

I’ve avoided writing much about Sinclair Broadcast Group trying to buy Tribune Media because I’ve been busy and I don’t want to jinx any possibility the merger will fall through.

But there has been some news, and the biggest for a local TV market could be Miami/Fort Lauderdale (of course!).

feature no sinclair tribune miami

You’ll remember, one of the biggest, nastiest TV station groups has been trying to buy another biggie. (Click here for the official Federal Communications Commission docket.)

Of course, I’m referring to Sinclair Broadcast Group doing everything it can to spread its conservative information campaign to most of the U.S. that the company doesn’t already reach.

One week ago, TVNewsCheck‘s Harry Jessell noted,

For nearly a year, Sinclair has been screwing around, working every angle in its grim determination to hang on to every Tribune station it could in the face of FCC ownership caps and Justice Department antitrust limits.”

But the deal announced in May, 2017, still hasn’t happened.

To follow through, it would need government approval: from the Justice Department for antitrust worries and the FCC to approve ownership limits. (And Sinclair may have already gotten “help” from FCC chairman Ajit Pai, who was selected by President Trump. Pai is now under investigation by his own agency’s inspector general. Keep reading.)

— UPDATE: The FCC inspector general cleared Chairman Ajit Pai of being unfairly biased in favor of the Sinclair Broadcast Group–Tribune Media merger. —

The $3.9 billion deal would still require a number of stations to be sold. The questions partially responsible for holding things up were how many, and in which cities? About six weeks ago, I explained TV ownership limits are very complicated, with four rules in play: 1. national TV ownership, 2. local TV multiple ownership, 3. the number of independently owned “media voices” – 4. and at least one of the stations is not ranked among the top four stations in the DMA (that’s the “designated market area” or city, and ranking based on audience share), and at least eight independently owned TV stations would remain in the market after the proposed combination.

angry womanPlus, there have been literally thousands of complaints from activists who know how important this is. Click here to see 4,497 total FCC filings since July 5, 2017, including 891 in the past 30 days. THANK YOU if your name is on the list! Keep reading for directions on how to say no.

Now, click here to see some of the “33 concurrently filed applications on FCC Form 315 that seek the Commission’s consent to a transaction,” back in July, 2017, and what the companies consider “Public interest benefits of the transaction.” You’ll soon know better if you actually believe there are public interest benefits! You’ll also notice the companies fighting for every last station they could, to grow even larger.

sinclair broadcast group

On April 24, The Wall Street Journal reported Sinclair “reached deals to sell nearly two dozen television stations as it works to get regulators to sign off on its purchase of Tribune.”

Sinclair said it’ll spin off 23 stations in 18 markets – some owned by Sinclair and others by Tribune.

Also on April 24, Deadline magazine reported, “Sinclair expects the transactions for the station sales to close the same day the Tribune deal is approved, and now estimates it all will be wrapped up by June.”

Folks, that’s next month!

So let’s take a look at the “List of stations to be divested,” filed with the FCC in April. Click here for the complete 138 pages.

These are the stations currently owned by Sinclair that would be divested only if the merger goes through…

sinclair divest

and these are the stations currently owned by Tribune.

tribune divest

So now we know who is expected to own the stations a Sinclair-Tribune combination would not be allowed to keep. Unfortunately, it’s not as clear as the charts above that list call letters and cities.

First, the official licensee could have a different name but we know we’re dealing with stations owned by Sinclair and Tribune.

More importantly and suspiciously is the last column, called Buyer. That’s because Sinclair has been the king of using shell companies to get around ownership rules. These corporations are either owned by the Smith family that owns Sinclair, or others that let Sinclair program them through local marketing agreements. Sinclair doesn’t technically own all those stations, but operates them as if they do.

So let’s take a look.

Cunningham Broadcasting

Cunningham Broadcasting Corporation is the most controversial. It calls itself “an independent television broadcast company that, together with its subsidiaries, owns and/or operates 20 television stations in 18 markets across the United States.”

First, notice “owns and/or operates.”

As for independent, Wednesday, Forbes magazine (not a liberal publication) put out an article called “Meet the Billionaire Clan Behind the Media Outlet Liberals Love To Hate” and it described Sinclair’s owners and their ties to Cunningham.

“The Smith family, which includes brothers David, Robert, Frederick, J. Duncan and a flurry of family trusts, is worth a combined $1.2 billion, Forbes estimates, based on the family members’ ownership of stock in publicly traded Sinclair Broadcasting, share sales over the past 15 years, dividends and some private assets,” it read.

“Revenues have increased 281% over the last decade to $2.7 billion in 2017, while Sinclair’s share price has increased 367% over the same period, pushing its market capitalization up to a recent $3 billion. All of this growth has occurred under the control and oversight of David Smith, 67, the chairman and former CEO of the company, as well as the son of the company’s founder Julian Sinclair Smith,” it continued.

Jessell of TVNewsCheck reported, “Its financials are consolidated with Sinclair’s in its SEC filings and earnings reports.”

Forbes quoted Daniel Kurnos, an analyst at Benchmark Capital, as saying, “Sinclair plays some of the hardest ball of anyone,” from acquiring stations to negotiating advertisement pricing and retransmission fees, which are some of the highest in the business.

SIDEBAR: Wednesday, The TV Answer Man Phillip Swann reported PlayStation Vue removed Sinclair-owned local stations affiliated with Big 4 networks from its streaming lineup without an explanation. Just Tuesday, subscribers got an e-mail that live channels would be replaced May 1 (that day) with an On-Demand version.

PlayStation Vue

Sinclair said it pulled the stations and blamed “Sony (for) failing to comply with certain contractual provisions.” It didn’t elaborate but urged Sony subscribers to consider other video distributor options, including Sony competitor YouTube TV.

Sony hasn’t commented.

The Baltimore Sun reports, “Sony describes PlayStation Vue as a live streaming TV service for up to five devices at once that offers sports, news and other programs along with premium channels and a cloud DVR.”

BACK TO THE STORY: Under David Smith, who wouldn’t comment for the article, Sinclair went from three cities – Baltimore, Pittsburgh and Columbus – to what it is today.

sinclair before tribune
Sinclair today, without Tribune

“To ‘purely make money’ in a scale-oriented business, David bought up as many broadcast stations as possible. First he concentrated on secondary markets, like Memphis, St. Louis and San Antonio, where operation costs were cheaper than in places like New York or Chicago.

“‘I believed that certain things were going to happen in the television industry, the most important being consolidation,’” David told Forbes in 1996.

So much for public service!

But then came the controversial Cunningham, arguably rigging the system.

“In the 1990s, the company pioneered a technique to circumvent an FCC rule limiting ownership of more than one TV station per metro area. David’s mother, Carolyn Smith, started another business, Cunningham Broadcasting. Following Carolyn’s death in 2012, most of the ownership of Cunningham Broadcasting shifted to a family trust, which is included in the overall Smith family valuation.”

So Cunningham really isn’t independent, as its website claims!

Known as “Glencairn, Ltd. prior to 2002,” it got into some trouble back in 1998. In July of that year, Broadcasting & Cable magazine reported,

PUSH pushing FCC over Sinclair/Glencairn

“The Rainbow/PUSH Coalition is raising questions at the FCC about whether Sinclair Broadcasting is exercising control over a minority-headed TV group with which it has struck a series of local marketing agreements (LMAs).

“In a July 1 filing at the FCC, Rainbow/PUSH said it plans to study whether the LMA deal between Sinclair’s KABB(TV) San Antonio and Glencairn’s KRRT(TV) Kerrville, Tex., violates the commission’s prohibition against common ownership of two local stations. (The rules were more strict then.)

“‘Rainbow/PUSH has not had an opportunity to fully research this matter, and thus preserves here the question of whether Glencaim is the alter ego of Sinclair,’ the group told the FCC.”

More than three years later, in Dec., 2001, Broadcasting & Cable was finally able to report the decision.

FCC fines Sinclair for Glencairn control

“Sinclair Broadcasting exercised illegal control of business partner Glencairn Ltd., the FCC found Monday after three years of investigating the companies’ relationship.

“Each company was fined $40,000 but escaped tougher sanction sought by civil rights groups-a government rejection of Sinclair’s request to buy 14 stations from Sullivan Broadcasting.

“The commission’s three Republicans judged that the companies were liable for misinterpreting FCC policies, but found they did not intentionally mislead the agency about compliance.

“Democratic Commissioner Michael Copps wanted the FCC to pursue a tougher sanction and voted to designate the station sales for hearing in front of an administrative law judge.

“Sinclair has repeatedly ‘stretched the limits’ of FCC ownership rules, he said.”

lisa asher
http://cunninghambroadcasting.com/about-us/

Back to the Forbes article, last year, Cunningham paid Sinclair more than $120 million for running its stations. Also, Cunningham admits its treasurer and chief financial officer, Lisa Asher, worked as Sinclair’s assistant controller before moving over in 2002.

So we know Cunningham, set to buy Tribune stations in Dallas and Houston, appears to be a shell company, and we can make bets who will operate and control it if the Sinclair-Tribune deal ever comes to fruition.

But there’s a lot more evidence.

Cunningham is headquartered near Sinclair in Maryland, which is very convenient since

“Cunningham Broadcasting owns the FCC broadcast licenses and operates through various management agreements with Sinclair Broadcast Group, Inc. WNUV-TV in Baltimore, Maryland; WTTE-TV in Columbus, Ohio; WMYA-TV in Anderson, South Carolina; WRGT-TV in Dayton, Ohio; WVAH-TV in Charleston, West Virginia; WDBB-TV in Bessemer, Alabama; WBSF-TV in Flint, Michigan; WGTU-TV in Traverse City, Michigan; KBVU-TV in Eureka, California; KCVU-TV in Chico-Redding, California; WEMT-TV in Greeneville, Tennessee; WPFO-TV in Portland, Maine; WYDO-TV in Greenville, North Carolina; and KRNV-TV & KENV-TV in Reno, Nevada.”

Fox TV stations

Looking at its list of stations — something the Fox Television Stations Group never posted on its own website despite me calling them out for it herehere, here, here (so far in no particular order, although I may have missed a couple), and my favorite, here — you may realize Sinclair recently bought Bonten Media Group (Disclosure: I used to be Digital Media Manager at the former Bonten’s WCYB but left before the sale.) but Cunningham bought the stations Bonten operated. Notice those stations listed on the website have no websites of their own. And I’ll get back to Fox later. I’ll bet they can’t wait!

WBFFAnother dead giveaway is that Cunningham is based at 2000 W. 41st Street, Baltimore MD 21211 and coincidentally, Sinclair flagship WBFF-45 (Fox affiliate) has the same address!

But not just WBFF.

WNUVSo is WNUV-54 (CW affiliate), which says it’s “owned and operated by Cunningham Broadcasting Corporation and receives certain services from an affiliation of Sinclair Broadcast Group.”

(Sinclair, the corporation, is based in nearby Hunt Valley, MD.)

But that’s not all, folks!

WUTBThere’s still WUTV-24 (MyNetworkTV affiliate), with the same look as the other websites, which says it’s “a SBG Television affiliate owned and operated by Deerfield Media, Inc and receives certain services from an affiliation of Sinclair Broadcast Group.”

Deerfield, with apparently no website of its own (so see Wikipedia’s take), is another of the shell companies, formed in 2012 but not involved in the proposed Tribune transaction.

How’d that happen?

In Nov., 2012, TVNewsCheck reported,

“For years (before 2012), Fox Television Stations’ WUTB Baltimore gave Fox considerable leverage in its sometime contentious affiliation negotiations with Sinclair Broadcast Group.

“If Sinclair ever got out of line, Fox could threaten to yank its affiliation from Sinclair’s flagship station WBFF Baltimore and move it to WUTB.

“But last May, Fox relinquished that leverage when it extended its affiliation with WBFF and 18 other Sinclair stations for five years starting Jan. 1, 2013, and granted Sinclair an option to buy WUTB.

“Sinclair is now exercising that option by assigning it to a third party, Deerfield LLC.

“According to an FCC filing seeking approval of the deal, Deerfield is buying WUTB and allowing Sinclair to run the MNT affiliate through joint sales and shared services agreements.

“The deal gives Sinclair a virtual triopoly in Baltimore where it also operates CW affiliate WNUV, which is owned by Cunningham Broadcasting, Sinclair’s longtime duopoly partner that is controlled by trusts for the children of Sinclair’s controlling shareholders.”

But Sinclair and Deerfield were already in cahoots.

Months earlier, in July, 2012, MarketWatch reported Sinclair intended

“to buy six television stations from Newport Television LLC for $412.5 million and agreed to buy Bay Television Inc. for $40 million. … Sinclair also agreed to sell the license assets of its San Antonio station KMYS and its WSTR station in Cincinnati to Deerfield Media Inc. Sinclair will also assign Deerfield the right to buy the license assets of WPMI and WJTC in the Mobile/Pensacola market, after which Sinclair will provide sales and other non-programming services to each of these four stations under shared services and joint sales agreements.”

The next day, TVNewsCheck reported,

“Sinclair Broadcast is getting six stations in five markets for $412.5 million:
— Cincinnati (DMA 35) — WKRC (CBS)
— San Antonio, Texas (DMA 36) — WOAI (NBC)
— Harrisburg-Lancaster (DMA 41) — WHP (CBS)
— Mobile, Ala.-Pensacola, Fla. (DMA 60) — WPMI (NBC) and WJTC (Ind.)
— Wichita, Kan. (DMA 67) — KSAS (Fox)

“Sinclair is also acquiring Newport’s rights to operate third-party duopoly stations in Harrisburg, Pa. (CW affiliate WLYH), and Wichita, Kan. (MNT affiliate KMTW). Those rights include options to buy the stations. …

“While Sinclair was buying, it was also selling.

“It said it would spin off its CW affiliate in San Antonio (KMYS) and its MNT affiliate in Cincinnati (WSTR) to Deerfield Media Inc., presumably to comply with the FCC ownership limits. In the deal, Deerfield also picks up an option to buy two of the stations it is acquiring from Newport, WPMI-WJTC Mobile, Ala.-Pensacola, Fla.

“Sinclair said it intends to ‘provide sales and other non-programming services to each of these four stations pursuant to shared services and joint sales agreements.’

“In yet another deal, Sinclair said it is buying WTTA Tampa-St. Petersburg from Bay Television Inc. for $40 million. Since 1998, Sinclair has operated WTTA pursuant to a local marketing agreement.”

And that was the start of the Deerfield connection!

tv airwaves

Even more telling is that Deerfield’s WUTV moved from Channel 24 (24.1) to 45.2, which is a subchannel of Sinclair’s WBFF! The website doesn’t tell why. It just explains to viewers watching over the air with an antenna how to rescan, but the reason is really the FCC’s recent spectrum auction.

With three stations realistically (unless you prefer names over control), Sinclair was in a great position to sell off some spectrum space and make even more money. This website shows Channel 24 will go off the air and the owner (or operator?) will get $122,912,964 for its spectrum.

SIDEBAR: The purpose of the reverse auction is “broadcaster licensees bid (low price) to relinquish spectrum usage rights.” Then, “the FCC will reauthorize and relicense the facilities of the remaining broadcast television stations that receive new channel assignments in the repacking” so the remaining stations are close together and that will happen in waves because there are so many. And finally the FCC will sell that spectrum to commercial wireless service providers (high price) to expand mobile broadband services. (That has all happened already except for stations moving to their new assignments.)

It looks like stations sold $10 billion of spectrum and wireless providers bought $19 billion, so the FCC made money.

BACK TO OUR STORY: So for those of you in Baltimore, do you need to reach the newsroom, are you looking for a job (Would they hire me for my investigative work?), or interested in inspecting the FCC public file of any of the three stations? All the information is the same, from address to phone numbers, and we already established three stations in one city are not allowed!

To the next perspective buyer…

hsh Howard Stirk HoldingsHSH stands for Howard Stirk Holdings, and is owned by conservative journalist, entrepreneur and producer Armstrong Williams. Wikipedia described Howard Stirk Holdings as “a media company affiliated with Sinclair Broadcasting that has made numerous television station purchases.”

Don’t believe it? It’s somewhat true, after a controversial beginning.

In a Broadcasting & Cable article on the news section of HSH’s website dated July, 2013, and was written in first-person, Williams mentions suing the FCC for not reviewing

“its broadcast ownership rules every four years. …

“This is one of the reasons why my company, Howard Stirk Holdings, LLC (HSH), has sued the FCC. As an African American licensee of two television stations, I believe that by refusing to complete its 2010 quadrennial review, the FCC has unlawfully withheld taking an action required by Congress and the law, and thus is arbitrarily and capriciously retaining burdensome regulations that are no longer in the public interest.”

Williams was angry the FCC “adopted a new rule restricting joint sales agreements (JSAs) between television broadcasters in the same market.”

He claimed, “It effectively slams the door shut on an important gateway to enhancing localism, viewpoint diversity, and opportunities in broadcast television ownership by minorities and underrepresented groups.”

But there’s more.

Armstrong Williams talked about the impact of a March 31, 2014, Federal Communications Commission (FCC) ruling that television station owners cannot control more than one station in the same local market via the use of joint sales agreements and shared services agreements, often known as “sidecar” deals. Mr. Armstrong, who owns two TV stations through a sidecar agreement with Sinclair Broadcasting, argued that the ruling could cause minority owners, and small station owners more generally, to be forced out of existence.”

That’s from a C-SPAN article on the news section of HSH’s website dated April, 2014, where you can watch the whole interview.

Washington Times article from a few weeks earlier, on the same News page as the others on HSH’s website, said,

“The FCC, backed by the Obama administration Justice Department, argues that broadcasters have used the shared-service, or “sidecar,” arrangements to circumvent long-standing rules against owning multiple television stations in a single market, allowing them to raise ad prices and weaken market competition.”

armstrong williamsWilliams and his supporters suggest a more partisan motive: his conservative views.

In fact, it seems every article in HSH’s News section mentions Sinclair or those joint sales agreements designed to get by without abiding by the FCC’s ownership rules!

In other words, he was a great partner for Sinclair since he’s a minority (but without the views of most other minorities) and they’re both making money by using each other!

But I found it eventually gets somewhat better.

hsh jobs
http://www.hsh.media/search-openings/

Howard Stirk Holdings’ website’s Content Creation page calls it “a leading broadcast television company” but have you heard of it before starting this article? The page doesn’t say how many TV stations it owns or operates on its own. Even the page to search job openings offers no links (except the top navigation which doesn’t say much), and that includes its Terms of Service and Privacy Policy.

Something was obviously wrong, so I turned to the FCC and found no entities or file names from before 2012.

Then I went to Wikipedia and read Williams helped Sinclair buy Barrington Broadcasting in late 2013, so he got stations in Flint, MI, and Myrtle Beach, SC, but they remain operated by Sinclair. They’re actually his only stations run by Sinclair and remember, at the time, his company was accused of “acting as a ‘sidecar’ of Sinclair to skirt FCC ownership rules.”

But that was then.

A year later, he actually, really bought three stations from Sinclair: one in Charleston and two in Alabama.

Charleston wasn’t planned. The first two paragraphs from a Sept., 2014, Broadcasting & Cable magazine article is posted on HSH’s website’s News section.

Howard Stirk Holdings Grabs WCIV for $50,000

“Howard Stirk Holdings, run by Armstrong Williams, has agreed to acquire WCIV Charleston for $50,000. Sinclair picked up WCIV, an ABC affiliate, when it acquired Allbritton. While Howard Stirk is acquiring the license, among other assets, it and Sinclair will share some aspects related to the station, and Sinclair will provide services.

“‘We’ll continue some of the wonderful business relationships we have with them,’ said Armstrong Williams, principal at Howard Stirk Holdings.”

WCIV’s services came up because of a tangled web of local marketing agreements. There were ownership conflicts over licenses and other assets of three stations.

charleston 36Sinclair owned MyNetworkTV affiliate WMMP-36 for years. Then, in 2001, it bought and spun off Fox affiliate WTAT-24 to Glencairn (to become Cunningham) and crafted a local marketing agreement between the two stations. That got Sinclair fined Sinclair $40,000 for illegally controlling a duopoly.

But in 2013, Allbritton sold its entire television group, including ABC affiliate WCIV-4, to Sinclair, which intended to sell WMMP’s license but still control it. Thus, three stations!

Unfortunately for Sinclair, WMMP had that local marketing agreement with WTAT. So Sinclair decided to cut ties from WTAT, keep the more established WCIV and sell WMMP.charleston 4

But Sinclair told the FCC it couldn’t find a buyer for WMMP, so it would shut down WCIV and keep WMMP because its facilities were better — but move WCIV’s affiliation and all its programming to WMMP. Then, WMMP’s programming including MyNetworkTV would move to a subchannel.

Instead, Sinclair filed to have WCIV’s license sold to HSH to avoid shutting it down. Thus, the low price of $50,000. Then, the two stations swapped licenses, Sinclair let Williams’ WCIV share studio space at WMMP’s facilities and Williams explained he hoped to “continue some of the wonderful business relationships we have with [Sinclair]” through the deal — but operated independently from Sinclair.

Shortly after, this page on the company’s website’s News section lifts the first four paragraphs from a Feb., 2015, Broadcasting & Cable magazine article.

Howard Stirk Acquires KVMY Las Vegas

“Howard Stirk Holdings has agreed to acquire KVMY, the Las Vegas MyNetworkTV affiliate, for $150,000. Armstrong Williams is the principal at Howard Stirk, which is closely aligned with Sinclair. The price reflects $25,000 for the equity assets, including the FCC license, and $125,000 for the transmission assets.

“According to the following, Howard Stirk ‘acknowledges that it is not buying the Business of KVMY-TV as a going concern.’” (There was a call letter and affiliation change, but Howard Stirk Holdings runs several digital subchannel networks on the signal.)

“In September, Sinclair agreed to acquire NBC affiliate KSNV Las Vegas for $120 million. It also owns CW outlet KVCW.

“Last year, Howard Stirk Holdings acquired the license and other assets to WCIV Charleston from Sinclair for $50,000.”

So they’ve been in business several times, and it may not be over.

George W BushSome more about Williams: In 2004, the Bush administration paid him $240,000 to promote the No Child Left Behind (NCLB) law on his nationally syndicated TV show and urge other black journalists to do the same. USA Today reported the campaign was part of an effort to build support among black families and Williams was “to regularly comment on NCLB during the course of his broadcasts” and interview Education Secretary Rod Paige for TV and radio spots that aired during the show. Williams said he understood critics could find the arrangement unethical, but “I wanted to do it because it’s something I believe in.”

Two years ago, The Washington Post reported Williams settled a sexual harassment and retaliation suit filed by a former salesman at a DC Jos. A. Bank. Court records reportedly showed the complaint alleged Williams had sought sexual favors after befriending and mentoring the other man. That man did get jobs at the Washington Times and then at a Howard Stirk Holdings TV station, but he lost that job.

It wasn’t Williams’ first such situation.gavel judge

In 1997, Williams’ former personal trainer-turned-producer sued him, contending he “repeatedly kissed and fondled him for almost two years,” before being fired. Williams claimed he was fired for incompetence. That case was also settled.

Bottom line: As of now, Howard Stirk Holdings owns seven stations. Two are in the same Anniston-Tuscaloosa-Birmingham, Ala., market, and Williams’ first two are still run by Sinclair. Now, after other purchases, he’s expecting to buy three more if the Sinclair-Tribune merger happens.

standard media

Then there’s Standard Media Group. I hadn’t heard of them either. Its website says Standard General was founded in 2007 and is pretty much an investment advisor, but getting into the broadcasting business. We’ll see how long that lasts. Investment firms are more likely to sell than others with broadcasting in their blood, especially ones who invest in their communities.

Now, if the deal goes through, it’ll fulfill its “goal of swiftly building a substantial broadcast television group with a strong and diverse voice” that includes four state capitals.

The stations are Fox affiliates except where noted: Oklahoma City, Grand Rapids, York PA, Greensboro NC (ABC), Richmond, Sinclair’s role in a Wilkes Barre Fox-CW-MyNetworkTV triopoly, and Des Moines.

meredith corporation

You may have noticed Meredith Corp. on the list of buyers. TVSpy noted Meredith “has signed a deal to acquire KPLR (CW) from Tribune for $65 million, pairing it with KMOV (CBS) which Meredith has owned since 2013. … Sinclair already owns KDNL (ABC) and will also own KTVI (FOX) in the market.” Great for owners’ synergies. Bad for the number of independent voices in such a big city. Which do you care more about?

WGN-TV

Of the other big city stations, Tribune’s legendary WGN-TV9 is supposed to go to WGN TV LLC but that’s really code for Steven Fader, a Maryland auto dealer and business associate to Sinclair chairman David Smith, for a mere $60 million. Sinclair would also have an option to buy WGN-TV outright within eight years and you know it’s counting on the FCC to relax its ownership rules even more within that time frame!

Concerning WGN, there are now plans for a Sinclair news channel. Yesterday, Politico reported,

“Sinclair Broadcast Group, which for months has denied any interest in challenging Fox News while awaiting approval of a merger with Tribune Co., is gearing up to do just that.”

TVNewser put it this way:

“Even though Sinclair CEO Chris Ripley has said a 24-hour national news network is not in the works, his boss (David) Smith seems to like the idea of a few hours of prime time opinion programming to challenge Fox News.”

Fox News is carried in more than 90 million homes, compared to 80 million for WGN America which Sinclair would own if regulators approve, and 55 million for the Tennis Channel which Sinclair already owns.

If your cable or satellite company doesn’t offer either of those last two, then expect it to get a call when any deal with Sinclair is about to expire.

Politico quotes “a person familiar” saying “Smith has been holding meetings with potential future employees, including former Fox News staff members, and laying out a vision for an evening block of opinion and news programming that would compete with Fox’s top-rated lineup.”

So, the discussions are over “a block of at least three hours, but also potentially up to six. Smith is settled, though, on basing his new operation in Washington, D.C.” That’s because the company already owns local station WJLA-7, where it produces some of its national content.

Greta Van Susteren Wikipedia
Wikipedia

One apparent Sinclair target is former Fox News host Greta Van Susteren, who left the network in Sept., 2016, and then had a short stint at MSNBC before signing on with Voice of America. Van Susteren wrote in an email she has spoken with Smith.

“If the Sinclair deal happens, I might talk to him further. … but it would have to be something that would not take me from VOA,” Van Susteren said.

“Other potential hires are former Fox anchor Eric Bolling and reporter James Rosen,” who both left Fox under sexual harassment allegations. Neither admitted whether they met with Smith or other Sinclair executives.

Talks with former Fox host Bill O’Reilly reportedly fell apart.

The slant of a national news block hasn’t been decided. We know where Sinclair stands, politically, but TVNewser notes, “There are already national challengers from the right, including Newsmax TV and OAN.”

WPIX

And in the nation’s largest market, Tribune’s WPIX-11 is now off the market. It was supposed to go to Cunningham for a mere $15 million. That’s pennies on the dollar, and it would’ve been run by Sinclair. Now, it’ll just go to Sinclair so it’s not on the list.

Tribune Broadcasting Company

But what about those TBDs (to be determined)? They are all owned by Tribune: the Fox affiliates in San Diego, Seattle/Tacoma, Cleveland, Sacramento, Salt Lake City and Denver, and the CW affiliate in Miami/Fort Lauderdale.

And you may have noticed Rupert Murdoch’s Fox conglomerate was not listed as one of the buyers, but that’s sure to change.

The Hollywood Reporter wrote, “Sinclair and Tribune have been negotiating a sale of up to 10 stations to 21st Century Fox, and those talks are still proceeding.”

Jessell of TVNewsCheck was more direct, saying all Sinclair

“has to do now is wrap up its negotiations with Fox. I don’t know what’s delaying that deal, except that neither Fox nor Sinclair is famous for making concessions. Once Sinclair does that, it can finalize its application and the FCC can complete it long-stalled review.”

Those greedy bastards are going to end up screwing everything up for themselves (which I’d love to see happen), and you’ve only read about half of the plans, so far!

Fox network

First, Fox actually used to own the Cleveland, Salt Lake City and Denver stations but sold them to a company called Local TV which sold itself to Tribune. So much for Fox — selling stations and then buying them back later — caring about communities. IMHO, that company can’t make a case for a second chance at ownership.

But now, 21st Century Fox plans to sell off most of its assets like its studio, cable networks and regional sports networks to Disney – keeping just its Fox News Channel, Fox Business Network, its FS1/FS2 cable sports channels, adding to its TV stations, and its network, which will focus on live events, especially NFL Football. The new, smaller company is being referred to as New Fox.NFL Logo

That’s the reason Fox has tried to own stations in cities that have NFC conference football teams since it got the rights to most of their away games in 1994 – and even trade or sell other stations for them – despite the fact a regular season of 16 games could mean the home audience would see its team play about 12 games a year on its local Fox station, unless the team makes the playoffs.

Whether paying a fortune for NFL rights that keep skyrocketing is questionable. It wasn’t questionable in 1994 when Fox arguably overpaid the NFL to get the New World stations to switch away from the Big 3 networks. We’ll see about Fox doing the same on Thursdays, when it doesn’t have popular programming.

Thursday Night Football logo

Fox even got its hands on Cox’s KTVU in San Francisco (with an NFC team, the 49ers, and the AFC Oakland Raiders across the bay will now be moving to Las Vegas in 2020) and give Cox its own stations in Boston (the New England Patriots are AFC) and Memphis (no NFL team).

What has changed is Fox bought the rights to Thursday Night Football, which should split games between NFC and AFC teams. That means Fox has become more interested in AFC team cities, even though there’s no pattern as to which teams play on Thursdays.

Football teams have moved, but the cities Fox wants are Seattle (especially because it’s NFC), and Cleveland, Denver and Miami (because they have AFC teams). San Diego and St. Louis no longer have teams, so Fox isn’t interested in Tribune’s Fox affiliates in those cities.

Seattle, Cleveland and Denver should be easy. The stations are already Fox affiliates so prime-time programming and the amount of news shouldn’t change. And Fox has leverage because it can threaten to take away its affiliation from those stations, lowering their value, if they’re sold to another company.

Remember what Fox did in Charlotte? It dropped a good affiliate, WCCB-Channel 18, because it wanted to own a station where the NFC Carolina Panthers play. Instead, it bought a nothing station, WJZY-Channel 46, and started it from scratch. And it had to do that a second time when it tried to be too different and less traditional the first time! (And, for disclosure: It got a great new news director who is a former colleague.) Remember, Charlotte pretty much sits on the North Carolina-South Carolina line. Old timers are pretty traditional. Was the move worth it for Fox?

Miami is a different story. Fox has a very good affiliate, WSVN-7, owned by Ed Ansin’s Sunbeam Television. (Disclosure: I got my start in journalism there.) It gives Fox great coverage of breaking news in South Florida. Several people at Fox News Channel used to work there. The ratings are great. So what’s the problem?

WSVN

The Miami Dolphins play there, and as an AFC team, they show up on Fox on a few Sundays and may now also be seen on Fox on Thursdays.

But the station that’s available is Tribune’s WSFL-39, a CW affiliate without a news department despite a few morning attempts. WSVN owner Ansin has shown he’ll probably take the station to his grave, with or without any affiliation, so there’s no realistic possibility there.

WSFL

Should Fox dump WSVN and start from scratch with WSFL? Would it be worth the effort?new wsvn 1

Unlike Charlotte, WSVN is a #1 station. And Miami is a very different place. There’s big news regularly and the two main Spanish stations do better than most of the English! People who aren’t bilingual can’t watch all the available stations, which really limits its size, making it actually smaller than the 16th largest market. We’ll have to see who wants WSFL, since a Sinclair-Tribune merger can’t include it due to FCC ownership rules.

One thing I’d say for sure is that WSFL loses its CW affiliation because CBS and Warner Brothers (Time Warner) own the network, and CBS doesn’t only own WFOR-4 (CBS station) and but also WBFS-33 (MyNetworkTV affiliate) and the CW does better.

Staying with this possibility, WSFL could become the new MyNetworkTV affiliate, and MyNetworkTV is owned by Fox.

It’s not so unusual for a network to own stations but not air the network on them.

Let’s take CBS, for example. It owns independents in New York (WLNY-55) and Los Angeles (KCAL-9). In Dallas, WTXA-21 is also independent.

In Miami, WBFS ended up with MyNetworkTV to please Tribune since CBS got the CW in so many other cities when the WB and UPN combined. It’s similar in Boston where WSBK-38 airs MyNetworkTV, but that’s expected to change since Sunbeam’s WLVI-56, which used to be owned by Tribune, airs the CW.

Single CBS-owned stations in Atlanta, Seattle and Tampa air the CW while affiliates owned by other companies air CBS programming.

And in Indianapolis, CBS’ WBXI-47 airs Decades, while the actual CBS affiliation changed from one outside company to another. CBS dumped a strong WISH-8 and went to half of Tribune’s duopoly, independent WTTV-4, over a disagreement with the former Media General.

WPLGA last possibility if Fox is determined to buy a Miami station is ABC affiliate WPLG-10. That station, stable under Post-Newsweek (now Graham Media) for decades, was sold to Berkshire Hathaway as its only broadcast property. We’ve talked about synergies (BH, as an “only child,” has none) and know Warren Buffett wants to turn a profit, so we can imagine Fox dumping WSVN for WPLG, but can’t assume ABC will take its affiliation to WSVN. Remember how CBS didn’t do that in 1989? But that’s highly unlikely.

And somebody will end up with WSFL.

A lot of the information on which stations would be sold was expected since Sinclair hinted in a February filing which stations it planned to sell, to avoid owning more than allowed.

Deadline noted, “For decades, the maximum reach by one single owner has been 39 percent, but the Federal Communications Commission has been re-evaluating the cap.”

old tv sets

More specifically, rather than gutting rules like a good conservative would ordinarily do, the FCC under Pai brought the UHF discount is back. That rule started because it used to matter whether a local TV station was VHF or UHF, due to antennas and how old TV sets were not made for the UHF band. So the FCC decided the amount towards a company’s ownership cap should only be half for those stations, compared to VHF stations. It was ended because today’s technology means it doesn’t matter anymore.

Regarding the UHF discount’s revival, The New York Times wrote, “A few weeks later, Sinclair Broadcasting announced a blockbuster $3.9 billion deal to buy Tribune Media — a deal those new rules made possible.” (Oh, and led to Pai’s investigation. But luckily, Harry Jessell of TVNewsCheck wrote critics of station consolidation say it “now serves only to allow groups to circumvent the intent of Congress, which was to limit groups to 39%” and they’ve “challenged the perpetuation of the UHF discount in court (D.C. Appeals Court), and seem to have made some headway in their oral arguments.”)

It also wrote,

“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.”

Last week, Broadcasting & Cable’s John Eggerton wrote FCC chair Ajit Pai suggested at a House Financial Services and General Government Subcommittee hearing “the FCC had not yet had a chance to fully evaluate” the Sinclair-Tribune deal, but, “He would not agree to delay a decision on the Sinclair-Tribune deal until a court ruling on a related issue, the UHF discount.”

However, “Pai said he would factor the potential court decision into the FCC’s decisionmaking.”

Rep. Mike Quigley (D-IL) told Pai the spin-off of WGN-TV Chicago to the owner of a car dealership owned by Sinclair’s executive chair, “stretches the definition of divestiture under the plan to something unrecognizable” and the planned divestitures make a mockery of FCC rules.

Author Eggerton suggested, “One thing the FCC could do would be to condition the deal on the court upholding the UHF discount” and Jessell expects a decision to come in August or September.

Pai denied Rep. Quigley’s request to hold off on a decision on Sinclair until the UHF discount court decision, saying that was a case of clashing hypotheticals — both what the court would do with the discount and what the FCC would do with the proposed merger.

The nerve, since Congress controls the FCC!

Jessell of TVNewsCheck brought up the old saying, “Possession is nine-tenths of the law, and that is no less true when the thing being possessed is a broadcast license.” He also had a lot more details on the court case.

In another article, Jessell analyzed the ownership numbers in this case, and you try to figure out what’s true.

He led by saying,

“Sinclair is telling the FCC that its coverage after spinoffs from its merger with Tribune will be just 58.7%. But that’s for regulatory purposes. (In other words, with the revived UHF discount that only counts channels 14 and up as half the audience of the market.) In the real world, where it matters, Sinclair’s national reach will be 66.3% — a full two-thirds of TV homes.”

But he said Sinclair is telling the FCC

“the coverage of the group will be just 58.7% and, with the UHF discount, below the statutory 39% cap. But those percentages are for regulatory consumption, not the real world.”

So there’s a 7.6-point disparity, the difference between 58.7% and 66.3%. How’d that happen? And don’t forget about the part, “with the UHF discount, below the statutory 39% cap.”

Jessell explained Sinclair

“is claiming 58% because it is not counting stations in three big markets — WGN Chicago, KDAF Dallas, KIAH Houston — that it is spinning off to closely affiliated companies. Without those markets and the discount in effect, Sinclair’s reach will be just 37.39%, safely below the 39% cap.”

Plus, with Dallas and Houston (but not Chicago), “Sinclair has put additional distance between itself and Cunningham” but will “have an option to buy the stations should the FCC ever ease the rules to allow it.”

So this is Jessell’s bottom line:

“So, again, for regulatory purposes, Sinclair’s reach will be 58.7% without the discount and 37.39% with it.

“But I don’t think that is reality. Those are not the numbers that Sinclair will be showing national advertisers, MVPDs, vendors and others with which it does business.

“In the real world, Sinclair will have a lot of control over Chicago and some control over Dallas and Houston, and its effective national reach will be 66.3%. (For the record, its reach with the UHF discount will be 41.1%, two points over the cap, but that will not matter because regulators will not be counting the three markets.)”

Then Jessell questioned Fox’s counting, assuming it’ll buy Miami, Cleveland, Sacramento as well as Seattle, Denver, Salt Lake City and possibly San Diego.

He calculated Fox reaches 36.8% of homes, but just 24.3% with the UHF discount. If it buys up all seven stations, its reach will grow to 45.9% but, well below the cap at just 30.4% with the discount.

But where will Fox find the money to buy the stations it wants? That’s another story!

Last year, Disney made a $52.4 billion offer to buy most of Fox, including its stake in the European pay TV company Sky.

But The Hollywood Reporter said on Wednesday, “Back in 2004, Comcast CEO Brian Roberts bid $54 billion to acquire The Walt Disney Co.” At the time, Comcast hadn’t bought NBCUniversal but Disney did own ABC. It was a 22 percent more than Disney was worth then, but former CEO Michael Eisner said no anyway.

Now, even though NBCUniversal has performed well, some say Roberts wants revenge by offering the same $52.4 billion as Disney for most of 21st Century Fox.

There could also be a bidding war overseas. Sky had agreed to let Fox, a 39 percent shareholder, buy the portion it doesn’t already own – and that Disney agreed to buy from Fox in December. Comcast could ruin those companies’ plans.

sky news logo

CNN reports, “It pledged … to maintain investment in Sky News for 10 years, and ensure the division’s editorial independence.”

Rupert Murdoch wikimedia commons
Rupert Murdoch, Wikimedia Commons

Then, in January, a UK regulator advised the government to block Fox’s bid to buy the remaining 61 percent of Sky because it would give one family – the Murdochs – too much control over media in Britain.

So Murdoch had preferred Disney as the buyer, afraid the Comcast offer came with more regulatory risks. Then, Disney offered to buy Sky News just to help Murdoch buy full control of Sky News’ parent company, the broadcaster Sky. But CNN reported Fox made a new pitch to win approval for Sky by selling Sky News to Disney, and another proposal that would’ve legally separated Sky News from the rest of Sky to ensure its editorial independence.

Then, last month, The Hollywood Reporter reported, “The U.K. Takeover Panel … ruled that Walt Disney must make a mandatory offer to buy full 100 percent control of Sky if and when it completes its planned acquisition of large parts of 21st Century Fox, including Fox’s stake in Sky.”

Then, according to Deadline, “Disney will have 28 days from the completion of its $66 billion acquisition of Fox to make a $15 offer for all the shares of Sky if Fox’s own $15.7 billion takeover of Sky is not complete by then, or if Comcast’s rival offer has not been accepted. It also (decided) this would not be required if another third party has acquired 50 percent of Sky by then.”

But last week Comcast made its $31 billion bid for Sky official and that’s 16 percent higher. Deadline reported that caused Sky directors to withdraw their recommendation of a Fox takeover bid.

This all comes along with many mergers and acquisitions across the industry.

at&t time warner

In fact, a decision on this may not come until a judge determines whether to let AT&T buy Time Warner. The Justice Department has been fighting against it with an antitrust case. Closing arguments just finished and a decision is expected June 12.

According to The Hollywood Reporter, last week Fox said it’s “considering its options” on Sky and is believed to be prepping a sweetened bid. But Comcast is known for (usually) getting what it wants.

But back to Sinclair, which hasn’t been doing itself any favors.

Deadline noted Sinclair “has faced further attention in recent weeks over a push to have local anchors at its stations read company-scripted messages, including a recent prohibition against fake news. The spots … struck many in media as too closely aligned with the dismissive rhetoric of President Donald Trump.”

So much for localism at a company that already owns or operates an astounding 193 TV stations, in 89 cities, covering a huge part of the American population. (You’ve read the different takes on the numbers.)

This is criticism from The New York Times

from the PBS NewsHour

from USA Today

and even Russia Today

and Al Jazeera English.

But Sinclair fought back against CNN’s criticism (and banned comments from YouTube!):

FTVLive’s Scott Jones showed a memo from Portland, OR – I’m sure one of many around the country – ordering employees not to complain.

katu memo

Notice KyAnn’s name. KyAnn Lewis was the news director until Scott reported today she was fired. No details why, especially in the middle of the May ratings period.

Don’t forget, at least for now, local news organizations remain the most trusted source of information in Pew Research Center’s polling on trust in media – even though in January, a Pew Research Center report announced fewer Americans regularly rely on TV news.

Since then, The Poynter Institute said Emory University researchers found

“many TV local news stations are focusing more on national politics and have taken a rightward slant over the past year. And that move is stemming from ownership of the stations, not the demands of a local audience.”

Poynter noted, “The study comes just as many are raising concerns about a coordinated effort by one major owner of TV stations that forces its anchors to record a segment about ‘the troubling trend of irresponsible, one-sided news stories plaguing our country.’” And you know who that is.

The researchers examined 7.5 million transcript segments from 743 local news stations and saw huge differences between other stations, and outlets owned by the nation’s largest local broadcasting chain, Sinclair Broadcast Group.

“The authors found Sinclair stations, on average, carried about a third less local politics coverage and a quarter more national politics … (including) commentaries the stations are forced to run by former Trump official Boris Epshteyn.”

Researchers warned,

“The ‘slant scores,’ based on repetition of ideologically linked phrases, increased by about one standard deviation after acquisition by Sinclair as compared to other stations in the same markets. … And this programming could spur nationalistic and polarizing movements, ‘be expected to reduce viewers’ knowledge of the activities of local officials’ — and hurt accountability, especially “given the decline of local print media.”

So while everything plays out, from fighting the UHF discount in court, to negotiating spinning off stations, to Fox getting money to buy stations (while keeping its Sinclair affiliates), to counting how long the deal has taken (since May, 2017), to counting how long the steps still to be taken will last, the two companies’ bosses have no public complaints or worries.

Sinclair president and CEO Chris Ripley:

“After a very robust divestiture process, with strong interest from many parties, we have achieved healthy multiples on the stations we are divesting. …While we continue to believe that we had a strong and supportable rationale for not having to divest stations, we are happy to announce this significant step forward in our plan to create a leading broadcast platform with local focus and national reach. The combined company will continue to advance industry technology, including the Next Generation Broadcast Platform, and to benefit from significant revenue and expense synergies.”

Tribune CEO Peter Kern to employees:

“There is no reason to assume that this change won’t be for the better. … So try to focus, as you have always done, on the business at hand—delivering outstanding local journalism and great content for our audiences and communities, collaborating with your colleagues, and driving results for our customers.”

Of course!

Click here for a look at many other Sinclair sins, from must-runs, to forced network preemptions, to the script the local anchors where you may live were forced to read, plus John Oliver’s take on the man in charge of Sinclair holding more licenses than anyone else to broadcast over the public airwaves (at least in TV) despite being “charged with committing a perverted sex act in a company-owned Mercedes” in 1996, according to The Baltimore Sun — and also how to have your say and influence the FCC to deny Sinclair the chance to buy Tribune. Plus, get updates from StopSinclair.com.

Other stories of interest:
Big changes when Sinclair bought Seattle station
Veteran reporter fired after report on climate change
April 18 report DOJ days away from clearing the deal
Sinclair ABC station with no news fires commentator for threatening Parkland teen
Sinclair president/CEO email after forcing anchors to read the script
Top journalism schools voice displeasure with Sinclair
Sinclair allows paid ads attacking it, but sandwiched inside its opinion
Sinclair boss Smith’s response to criticism: ‘You can’t be serious!’
Confessions of a former Sinclair news director
Trump: “So funny to watch Fake News Networks … criticize Sinclair Broadcasting for being biased”
Cincy Councilman says he’s boycotting local Sinclair station
Nick Clooney: ‘I have no idea what these folks are doing for a living, but it isn’t news’
Sinclair Chairman Claims Entire Print Media Has ‘No Credibility’
Sinclair’s “Terrorism Alert Desk” segments are designed to gin up xenophobia
Tom DeLay: Why Trump should block the Sinclair merger
Sinclair TV boss donated to Montana congressman who attacked reporter

Enough of big media controlling everything from corporate headquarters! This is what happens when it does. Locals should be in charge of local programming, following the rules of the FCC for using OUR public airwaves!

OK, since you read everything, I’ll give you John Oliver here!

Please, if you like what you read or watch here, subscribe to CohenConnect.com with either your email address or WordPress account, and get a notice whenever I publish.

Syria, Gaza and the FCC chair babying broadcasters

Industry leaders have been meeting in Las Vegas for the National Association of Broadcasters Show and Adam Symson, president-CEO of the E.W. Scripps Co., made an interesting comparison between broadcast and digital.

“Broadcasting has been traditionally a very protected business — protected by regulation and economically protected because not everybody could have a television station in a market,” he said, according to TVNewsCheck. “That protection allowed us to develop our business in a certain way, historically.”

old tv sets

Running a digital business, on the other hand, “you’re forced to deal with a truly capitalistic, competitive environment,” he said.

fcc logoWhat he’s saying is that there is not a level playing field.

If you want to own a TV station or FM radio station, you need to find one and buy it. It has already been allocated to the area and licensed to operate using the public airwaves, under Federal Communications Commission rules, in the public interest.radio

(For AM radio stations, just find an unused frequency in the area, get the required technical tests done to sow you’re not interfering with anyone else. That should include antenna height and signal power, probably less at night, and then apply. The rules were different way back!)

As I’ve said for years, workers don’t have the First Amendment right to freedom of speech; the station owner does.

black laptop computer keyboardBut there aren’t really a lot of rules when it comes to digital. Anybody can have a website. What you’re reading proves it. So there’s unlimited competition from all over the world, as in World Wide Web.

No, people under 13 should not be filling out information. No porn without at least a warning (and maybe more, as if that works). And it’s not nice to post fake news.

newspaperDon’t forget all the advertising you can sell, since like a newspaper or magazine, digital publishers can have as many pages as they want and even make them longer. TV and radio stations are limited to 24 hours a day. Keep in mind programming and any other content is just to get people from one commercial break to the next, so you can charge more, but too much advertising will cause people to look or listen somewhere else.

 

Of course, looking or listening is free to them and somebody has to pay the bills. Subscriptions usually mean fewer or no commercials since money is coming in. (See: basic cable.)

So, keeping this simple, would you rather have your own TV station or website?

I’d go for the TV station. Yes, it costs more to operate (and even more than that if you want the product to be good). Digital can be done by one person and two cats with a computer connected to the internet.

But the number of TV stations is limited. They used to be referred to as a license to print money. Now, not as much as 50 years ago since, due to the growth of UHF and then cable, but there are still a limited number of stations.

And since they use the public airwaves (not cable, which has its own rules), they have to serve the public. But you’re the owner. You can hire engineers. You can own more than one station. And the number of rules you have to follow is dropping.

TVNewsCheck’s Harry A. Jessell reported FCC Chairman Ajit Pai spoke at that Las Vegas meeting, yesterday. You’d think broadcasters would’ve wet their pants, but what he said wasn’t new.

Pai said his approach to broadcast regulations is, “You either believe in scrapping outdated regulations or you don’t. We do.”

Ajit Pai fcc wikipedia
Ajit Pai (Wikipedia)

So now, eight rules are gone. They include ending the newspaper-broadcast cross-ownership ban and also the main studio rule, which Pai claims “gives broadcasters greater flexibility without sacrificing transparency or community engagement. And it’s already making it easier for broadcasters to add new service or maintain existing service in rural communities” but the rule simply required broadcasters to maintain a main studio in or near their community of license. Think that’s important? Would somebody quite a distance away be an expert or even know enough about your town? So much for localism!

And there are more rules to go.

As for what’s next to go, according to Pai, “In particular, Commissioner [Michael] O’Rielly is now leading an effort to update our children’s television rules so that they better reflect the way that kids watch video these days, and I look forward to getting his recommendations.”

Click here for O’Rielly’s January blog post on the subject.

girl watching tv

Monday, Jessell wrote, “O’Rielly told a group of broadcasters he would like to get rid of the current rule requiring TV stations to air three hours of children’s programming in the form of 30-minute shows each week between 7 and 10am.”

Instead, he expects it to be “more directive” than a call for reform ideas but didn’t have any definite proposals.

The commissioner said his goal is to

“further understand the market and determine if each requirement has produced the benefits to our nation’s children and families and examining these rules to see if they have resulted in any unintended consequences.

“Can we breathe some flexibility into our rules and make them more dynamic and responsive to the needs of kids? For example, studies show that children have shorter attention spans … but our rules only count programming that is 30 minutes in length.”

Jessell also said O’Rielly got “a call from an Ohio broadcaster who said his plans for a Saturday morning news program were ‘derailed’ by the need to make way for children’s programming.” I don’t know which station but will go to go out on a limb and say the news program would be much cheaper using a set already in the studio and an announcer already on staff. And where was the required children’s programming anyway? That’s just my two cents.

And BGR reports Pai, the former Verizon lawyer (gotta love THAT!), is still trying to keep the net neutrality rules dead. Those rules regulate telecom companies and the speed in which they get your computer to certain websites, but the FCC killed them in December. You shouldn’t have to pay more and neither should the owner of the website to see it faster. Internet Service Providers (ISPs) should treat all data on the internet the same.woman on computer

Now, Peoria Public Radio says there are “several states scrambling to keep net neutrality protections before the federal repeal date of April 23.” Sounds difficult to me because internet traffic, like the public airwaves, is interstate commerce which makes it a federal matter.

However, the Illinois proposal “would ask internet service providers who contract with the state to disclose if they don’t plan to follow net neutrality rules.” That’s allowed through transparency rules. U.S. News & World Report says “The Cybersecurity, Data Analytics and IT Committee voted 6-2” in favor of it today, so it’ll move to the state House floor.”

Also, “a lawsuit involving several attorneys general against the FCC is pending.” There are 23 attorneys general signed on. Gizmodo named them: California, Connecticut, Delaware, Hawaii, Illinois, Iowa, Kentucky, Maine, Maryland, Massachusetts, Minnesota, Mississippi, New Jersey, New Mexico, New York, North Carolina, Oregon, Pennsylvania, Rhode Island, Vermont, Virginia, Washington and the District of Columbia. Personal note: I don’t see Florida.

Today, Sen. Sherrod Brown (D-Ohio) wrote in The Logan Daily News,

“Right now, I’m working with my Senate colleagues to pass a resolution in Congress to overturn this disastrous decision. My resolution would reinstate the rules that guarantee us an open Internet. With 50 votes at the ready, we only need one more Republican who is willing to work across the aisle and stand up against corporate special interests.
“The Internet doesn’t belong to a wealthy few.”

What about using the Congressional Review Act (CRA) that can review new federal regulations issued by government agencies and overrule them by passing joint resolutions?

Congress has a window of time lasting 60 legislative days (in session) but there are lots of details on how it works, so that’s probably unlikely. A vote by Congress, which controls the FCC, and the Illinois technique sound better.

And last month, Pai “dwelled on the lack of high-speed internet in rural communities,” after his FCC

“rolled back several provisions meant to protect internet access for low-income and rural citizens, undoing a rule that would force providers to at least maintain existing DSL internet lines, and axing a subsidy for wireless service for low-income residents.”

money dollars centsHe quoted an unnamed politician: “Cable companies panicked at [the Internet’s] threat to their business, so they monopolized Internet connectivity themselves.”

My take? They went too far. If cable and internet companies want to dig to serve one person in a municipality, then they should be forced to serve everyone in that municipality, whether they care to subscribe or not. Don’t electric and phone companies have to? But poor, rural people don’t make these companies money.

In May 2017, John Oliver encouraged viewers to voice their displeasure to the FCC in a particularly creative way:

But acting completely different from gutting rules, the UHF discount is back, putting Pai under investigation by the FCC inspector general. (That rule started because it used to matter whether a 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 a company’s ownership cap should only be half for those stations, compared to VHF stations. It was ended because today’s technology means it doesn’t matter anymore.) Regarding the UHF discount’s revival, The New York Times wrote, “A few weeks later, Sinclair Broadcasting announced a blockbuster $3.9 billion deal to buy Tribune Media — a deal those new rules made possible.”

— UPDATE: The FCC inspector general cleared Chairman Ajit Pai of being unfairly biased in favor of the Sinclair Broadcast Group–Tribune Media merger. —

NO sinclair tribune

It also wrote,

“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.

Pai is not very popular among many Americans who know who he is. According to Jessell, he ended by “thanking broadcasters for their personal support during some of the ‘challenges’ he has faced.” There were death threats after he led the FCC in eliminating the net neutrality rules.

At the end, Pai told the broadcasters,

“I do want … to let you know that … I very much cherish your statements, emails, tweets … personal conversations when I see you in the hallways, and for your thoughts and prayers from afar. They mean more than you know.

“So, on behalf of myself, the Pai family, I want to express my heartfelt gratitude to you. Thank you for being there for me and for us when it counted. I’ll never forget it.”

That was after, Jessell reported,

“Pai also patted himself on the back for helping broadcasters secure an additional $1 billion from Congress to insure that they will be fully reimbursed for moving to new channels in the wake of the FCC incentive auction.”

So much for helping the poor and the children! Ain’t government great?!

Now to the Israel-Gaza Strip border.

Gaza map

Tonight, the liberal Israeli paper Haaretz reported an IDF (Israel Defense Forces) spokesman told them, “The Israeli air force hit a Hamas target in the Gaza Strip.”

Then, “Hamas militant shot machine guns towards the aircraft, triggering rocket alert sirens throughout southern Israel in the regional councils of Shaar Hanegev and Sdot Negev.”

And Jason Greenblatt, President Trump’s assistant and Representative for International Negotiations, tweeted that Hamas, the terror group that rules Gaza and has been galvanizing weekly violent protests there, must cede control to the Fatah-led Palestinian Authority, which rules Judea and Samaria (the West Bank).

The IDF Spokesperson’s Unit said the army “holds Hamas responsible for everything that takes place in the Strip and will not allow the organization to turn the fence into a confrontation zone.”

This is a better look at the situation on the other side of the border.

Remember, in 2005, the Israeli army withdrew and dismantled all settlements in the Gaza Strip. Then, the terror group Hamas was elected as the Palestinian government in Gaza. There are no Israelis on that side.

Palestinians have been burning tires at the Israeli border — more than 10,000 last Friday alone — at the Israeli border, “to obscure the vision of the security fence separating Israel from Gaza so that Israeli troops could not not see infiltrators into the land,” according to The Daily Wire.

This video, in which you see that thick black smoke, is less than a minute long.

Then — get this! — “A spokesman for the Palestinian Transport Ministry complained of the ensuing shortage of tires, demanding that Israel supply more.”

Muhammad Hamdan: “We have been informed by the Israeli side that imports of tires have been halted until further notice. There is no doubt stopping tire imports will have a negative effect on Palestinians in Gaza especially considering there is a shortage of them there. We are going to exert all efforts so that Israel reverses its decision.”

The Times of Israel is reporting the Hamas-run Gazan health ministry claims, “The Israel Defense Forces has so far killed 30 Palestinians in border clashes over the past two weeks.”

The paper reports, “One was apparently shot in the torso while wearing a ‘press’ vest and filming in an area engulfed in thick black smoke caused by protesters setting tires on fire.”

Yet yesterday, I rebutted a friend who posted this on Gacebook.

fb0

I think I used the phrase “war is hell” recently. It applies here too.

fb1
https://unitedwithisrael.org/arabs-on-social-media-slam-hamas-protests-defend-israel/

Then, I got into an argument with some self-hating Jewish stranger on that string.

fb2

It’s almost 8pm in the eastern United States. That makes it the middle of the night in Syria. The timing is perfect, as I remember from the First Gulf War, Operation Desert Storm.

I’m no military expert, but want to know why President Trump hasn’t retaliated against Syria for its “apparent chemical attack in the suburb of Douma at dusk on Saturday,” as The New York Times put it.

map Duma Douma Syria

— The Times says there’s still much “unclear or unconfirmed about the attack” and that includes what could happen in the future involving other countries, namely Russia.

— In the meantime, The Gray Lady reports, “Syrian government forces prevent access to Douma for journalists, aid workers and investigators.”

— It says several independent medical and rescue groups report, “About 500 people … had symptoms consistent with a chemical attack: burning eyes, breathing problems and white foam coming from their mouths and nostrils.”

— The World Health Organization said, “About 70 people died while sheltering in basements” and “Of them, 43 had signs of being exposed to ‘highly toxic chemicals.’”

— According to medical and rescue groups, “Videos circulated by anti-government activists showed graphic images of families sprawled out in their homes, dead from apparent suffocation. A stream of victims rushed into clinics on Saturday.” You probably saw some of it on TV, as did I.

— The next day, Sunday, “Thousands of rebel fighters in Douma agreed … to hand the area over to the government and be bused to an area outside the government’s control in the country’s north.”

That’s all considered confirmed.

But The Times reports, “The state news media in Syria denied that the government had used chemical weapons, and accused a rebel group of fabricating the videos to drum up international support.” Russia and Iran agree. The U.S. and its allies don’t. The United Nations hasn’t decided and members disagree on how to investigate.

The U.S. is still trying to figure out what was used, or whether the attack “was launched by the Syrian government or forces supporting the government.” I wonder, does it really matter?

And who knows what President Trump is going to do, despite these tweets this morning?

His next tweet also mentions Russia, but for a different reason. Is that telling?

This is far from the first time chemical weapons have been used in the Syrian civil war. The Times says it started in August 2013, there ave been several types of chemicals and it “has shown no signs of abating.”

The Times remembers, President Trump’s response to an April 2017 attack that killed dozens of people in Khan Sheikhoun, in northern Syria, didn’t work. He ordered a military strike against the airfield where the weapons were launched, but that had little practical effect. The monitoring group The Syrian Observatory for Human Rights said Syrians were using the airfield again within 24 hours.

So limited strikes don’t work, “but stronger responses carry significant risk of escalation,” according to the paper. Escalation could cause the collapse of the Syrian government, which I think sounds good “but could prolong the war and sow chaos for millions of Syrians. It could also invite a direct military confrontation with Russia, which warned that it would shoot down any missiles.”

President Barack Obama Official White House Photo
Official White House Photo

But something has to be done. President Obama doing nothing after drawing a “red line” was an embarrassment to America and a disgrace to the free world.

It seems “the Obama administration’s determination to close the Iran nuclear deal is to blame for the failure to act on its own red line in Syria.” In case you haven’t realized, I wasn’t pleased with President Obama on the Middle East, I don’t trust the Iranians (and the Arabs don’t either, except Syria) and I had higher hopes for President Trump on the Middle East issue.

Business Insider reported over the summer of 2016, months before the presidential election, the information came from “Wall Street Journal reporter Jay Solomon, who … wrote a book called ‘The Iran Wars.’

He told MSNBC,

“When the president announced his plans to attack [the Assad regime] and then pulled back, it was exactly the period in time when American negotiators were meeting with Iranian negotiators secretly in Oman to get the nuclear agreement.

“US and Iranian officials have both told me that they were basically communicating that if the US starts hitting President Assad’s forces, Iran’s closest Arab ally … these talks cannot conclude.”

And the Islamic Revolutionary Guard Corps reportedly “would not accept a continued engagement with the US if its closest ally was being hit.”

Click here to watch Solomon on Aug. 22, 2016’s Andrea Mitchell Reports.

jay solomon wsj

According to Business Insider, “Ned Price, spokesman for the White House’s National Security Council, denied that US policy on Syria was a part of the Iran nuclear talks.” I don’t think there’s any good excuse for not doing anything.

The magazine was able to look back four years, from 2012 to 2016.

It said in 2012, President Obama said

“his red line with the Assad regime would be the use of chemical weapons. Later that year, Assad’s forces killed nearly 1,500 people in a chemical-weapons attack.”

It also reported,

“Obama gave The Atlantic several reasons for not enforcing the red line — uneasiness about a strike against Syria not being sanctioned by Congress, a lack of support from the international community and the American people, the possibility that the intelligence on the chemical-weapons attack wasn’t 100% solid.”

Still no excuse if you draw a red line.

Business Insider concluded,

“The Iran deal is thought to be the crowning foreign policy achievement of the Obama administration, and experts have speculated previously that his determination not to compromise the deal affected his policy on Syria.”

For one, I’d like to see Assad’s palace turned into rubble. It would be a form of punishment and create a lasting impression for anyone considering sing chemical weapons yet again.

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Facebook: Friend or foe? Keep or delete?

If you were reading the Sunday paper, you may have come across this full-page ad from Facebook with a letter signed by Mark Zuckerberg. Seems like he spent a fortune but needed to for a chance to save his company.

2018-03-25 facebook apology

Axios reports the ad ran “inside the front section of today’s N.Y. Times, on the back cover of today’s WashPost, and in The Wall Street Journal. In London, it’s running in The Sunday Times, The Sunday Telegraph, The Observer, The Mail on SundaySunday Mirror and Sunday Express.”

mark zuckerberg facebookZuckerberg used part of the letter to say he failed to better control Facebook’s customers’ data, and should’ve allowed more experiments with leaked data like a university professor got away with in 2014, just “to make sure this doesn’t happen again.”

But he was far too late.

What happened was a political marketing firm that worked with Donald Trump’s presidential campaign — Cambridge Analytica — improperly accessed the data of 50 million Facebook users. This came at a time political campaigns were increasingly looking to sway voters on popular digital platforms. Politico reported “nobody is certain how much” help it was to the campaign but said Trump’s name added to the furor.

It added, “Facebook has always been slipshod about privacy” since Zuckerberg “sins, seeks forgiveness in confession, and then with that naughty boy expression pasted on his face he goes forth and sins again. Zuckerberg’s filibustering apology and promise today to be a better boy is just more of the same.”

Zuckerberg’s ad mentioned what his company has done, what it’s doing and what it will do, before promising “to do better for you.”

But should’ve come about a week earlier and before the social network’s shares tumbled 14 percent.

Mashable reports it also happened after Facebook’s “lawyers threatened to sue the news outlet reporting the story.”

Campbell Brown
Campbell Brown, Wikipedia

That would be The Guardian.

But Facebook’s head of news partnerships, Campbell Brown, tried to make the company’s regret very clear. She noted it was “not our wisest move. … “If it were me I would have probably not threatened to sue The Guardian,” CNET reported her as saying.

Mashable summarized, “In other words, Facebook threatened legal action to prevent accountability and reform. And they definitely think that was a bad idea.”

And Techdirt reports Facebook was one of the companies that helped kill

“some pretty basic but important consumer privacy rules. The protections, which would have taken effect in March of 2017, simply required that ISPs be transparent about what personal data is collected and sold, while mandating that ISPs provide consumers with the ability to opt of said collection. But because informed and empowered consumers damper ad revenues, ISPs moved quickly to have the rules scuttled with the help of cash-compromised lawmakers.”

sheryl sandbergNow, Deadline magazine reports, “Facebook Chief Operating Officer Sheryl Sandberg acknowledged that the social network will likely be subject to regulation.”

“It’s not a question of ‘if regulation’ it’s a question of what type,” Sandberg said in an interview Thursday with CNBC’s Julia Boorstin. “We are not even waiting around for regulation.”

(Disclosure: Sandberg grew up in North Miami Beach and went to the same schools as me. Her brother David was my senior class valedictorian. I respect both a lot.)

facebook f logo

Facebook and other technology companies rely on the tremendous amount of data they gather from billions of their users. That information makes money for their products, services and – most importantly – advertising sales based on user information.

We volunteer some of that information, like email addresses and birthdays. On the other hand, we give Facebook even more by simply using it. That’s how Facebook knows our likes and friend connections.

Zuckerberg blamed apps that may be leaking user data to third parties and pledged to crack down on them, plus identify them to us.

person on computer typing facebook

But the incident raised new questions about Facebook’s ability to protect user data and led to an online movement calling for users to drop their accounts with the social media giant.

Other developers have been working on us keeping all our data on our computers or a cloud storage provider we choose. Think of it like an encrypted phone book. Then, if we want to use an app, we’d simply give “it a key that could decrypt all that personal information” we control. And if we “later decided the app was no good,” we could simply take back the key, so we control the information.

“There’s no company in the middle that’s hosting all the data,” developer Muneeb Ali explained.

Another benefit is our information is spread out across billions of separate machines, making any single breach far less damaging. Think Equifax.

That’s different in a lot of ways than Facebook, which we’ve been trusting to hold our information.

Politico shared on Wednesday about Facebook, “Once celebrated for its all-seeing, all-knowing, all-tracking ways, it’s now damned for those same attributes.”

 

So should we delete our Facebook accounts?Elon Musk June 2015 flickr

The Washington Post reports Elon Musk followed through on a promise to many of his Twitter followers. The automaker and aerospace innovator – and chief executive – deleted the Facebook pages of both companies he runs, Tesla and SpaceX. Now, go to them and you’ll see pages with a generic Facebook message, “Sorry, this content isn’t available right now.” Along with not being able use Facebook to provide information on his companies, he also lost 5 million combined users’ “likes.”

content isnt available right now

What led to Musk’s big decision was personal. The Post reports he saw a tweet Brian Acton, co-founder of Facebook-owned WhatsApp, wrote Tuesday.

The message could hardly be more simple: The sentence “It is time.” And the hashtag #deletefacebook.

Then, some sarcasm. Musk claimed not to know SpaceX even had a Facebook page.

Shortly after, it became a dare.

dare Musk delete FB

Musk deleted Tesla’s Facebook page, writing it “looks lame anyway.”

Tim Cook January 2009Saturday, Bloomberg reported Apple’s CEO Tim Cook called for stronger privacy regulations that prevent the misuse of data.

Bloomberg said, “Cook called for ‘well-crafted’ regulations that prevent the information of users being put together and applied in new ways without their knowledge.”

Also according to the report, “Cook said his company had long worried that people around the world were giving up information without knowing how it could be used.”

“The ability of anyone to know what you’ve been browsing about for years, who your contacts are, who their contacts are, things you like and dislike and every intimate detail of your life,” Cook said, “from my own point of view it shouldn’t exist.”

But according to Mashable,

Deleting Facebook won’t fix the data privacy nightmare we’re only just waking up to” and “there is no way to undo the damage that’s been done. Scores of developers could still be hoarding our old Facebook data and there’s nothing we can do about it. Moreover, it’s not just Facebook you should be worried about. Almost everything you touch in your digital life is tracking you in more ways than you know. … We, as digital citizens, need to take more responsibility for our data and who we let have it. And companies (likely with the help of some good, old-fashioned government regulation) need to fundamentally change as well. It’s the only way our privacy nightmare ends.”

Mirror Online interviewed leading privacy advocate and CEO of MeWe, Mark Weinstein: Is there any way to use Facebook without giving up all your data?

He said no:

“There is no way to use FB without giving up all your data. People forget or don’t understand that Facebook is a “data” company and that is their true business. So even the facade of “privacy” settings on FB have absolutely nothing to do with their ability to spy on you and track everything you and your friends do. Facebook creates a data packet on you that may include 2,000+ points of information. And Facebook tracks their members across the Web – not just at Facebook but at thousands of sites. If a person wants privacy and data ownership – then Facebook is the wrong company to use.”

USA Today columnist Jefferson Graham has an idea if you choose to keep it:

“Review what apps have access to your Facebook data, then start deleting. … Facebook says it has stricter controls than it used to, and will now take a good, hard look at all its app developers to weed out abuses. You can take that at face value and either believe them, or be highly skeptical. (I’m in the latter camp.) … While you wait for Facebook to (hopefully) change, you can take action. Get rid of as many apps as you can now.”

He also says users “grant sign-on access via Facebook with one click, and in turn, those app developers can get personal data” so “It’s smarter to register for access with the app itself, instead of using the Facebook sign-in.”

Plus,

“Check your Facebook setting to see how many apps have been granted access. … To delete the apps, click the checkmark next to the question mark at the top right of the News Feed, select Settings, then Apps on the left-side menu, and then Apps, Websites and Plug-ins. From there, take a look at who you’ve granted access to, and start deleting those apps you don’t use.” But Facebook makes it difficult since there’s “no Select All button, or even a way to select multiple apps at once. You’ll have to delete each one, one by one.”

Jordan Crook of Tech Crunch says it’s easier. Have a copy of all your Facebook information. Click here for directions on downloading “an archive of your account, which includes your Timeline info, posts you have shared, messages and photos, as well as more hidden information like ads you have clicked on, the IP addresses that are logged when you log into or out of Facebook, and more.”

But he adds, “Oddly, finding the button to delete your Facebook account isn’t available in the settings or menu. It lives on an outside page, which you can find by clicking right here.”

Then, you’ll come up with this:

delete fb

Business Insider has an article “10 reasons to delete your Facebook account.” They include “Facebook’s Terms of Service are completely one-sided,” “Facebook is pulling a classic bait-and-switch,” and “The Facebook application itself sucks.” I’ve discussed several of them. Click here to get the rest and more details.

But Business Insider has another article called “I can’t bring myself to break up with Facebook – and it’s because I used the login to sign into all of my other accounts.” It’s pretty much for app lovers.

One quote:

“I know why I’d used Facebook to log into all these things: It was quick, convenient and secure, or so I thought. But I didn’t foresee the consequences of linking so many applications to one account.”

So how did it happen?
Cambridge Analytica wikipedia

 

Tuesday, CNN reported Aleksandr Kogan said “he gathered information on 30 million Americans through his Facebook personality test app in 2014 — data he then passed to Cambridge Analytica, which later worked on the Trump campaign.”Aleksandr Kogan twitter

 

Then, “When Facebook learned in 2015 that Kogan had shared the information with Cambridge Analytica, it demanded the data be deleted, saying that transferring or selling it was against its company guidelines.”

But the 32-year-old claimed he’s not alone and “suspects thousands of other developers and data scientists had used similar methods to gather information on Facebook users.”

Kogan also claims Facebook is making him a scapegoat, since

“Christopher Wylie, then a Cambridge Analytica staffer, assured him he was doing everything in accordance with Facebook policy. Wylie’s revelations about his former company, reported by The New York Times and The Observer, sparked the current crisis facing Facebook and Cambridge Analytica.”christopher wylie

Wylie, a 28-year-old Canadian with red hair, “came up with an idea that led to the foundation of a company called Cambridge Analytica,” according to The Guardian. The data analytics firm helped the Brexit Leave campaign in the UK to get out of the European Union.

Steve Bannon – the Breitbart executive chairman-turned Trump campaign CEO-turned White House chief strategist – was Wylie’s boss in 2014. Plus, Republican donor Robert Mercer was Cambridge Analytica’s investor.

On top of that, Mediaite reports,

A former staffer at Cambridge Analytica … is now a member of his (Trump’s) administration. Records obtained by watchdog group American Oversight show Kelly Rzendzian served as a political affairs manager for the firm starting in March 2016, the same time during which it was hired by the Trump campaign. Her LinkedIn profile says she worked as a senior advisor for SCL Group, which is affiliated with Cambridge Analytica, from that time to February 2017. As of February 2017, Rzendzian has worked as a special assistant for the Department of Commerce secretary. According to her resume, her time with Cambridge Analytica involved engaging in ‘Collaborate Across Teams to Execute Targeted Engagement and Outreach Strategies, including Oversight of Audience Segmentation and Message Planning for Presidential Campaign.’ … Before she joined Cambridge Analytica, Rzendzian worked on the election campaigns of Mitt Romney and Sen. John McCain (R-Ariz.).”

But Wylie reportedly also came up with the idea “to bring big data and social media to an established military methodology – ‘information operations’ – then turn it on the US electorate.”

For what it’s worth, Kogan told CNN when he started looking into what can be predicted about a person based on what their Facebook “likes,” he was relying on research done by others like Wylie. Then, he found it wasn’t effective.

“What we found ourselves was that the data isn’t very accurate at the individual level at all,” Kogan said.

And that would mean Cambridge Analytica was selling a “myth” to political campaigns because it really couldn’t offer a more sophisticated method of targeting voters by determining their personality types through social media.

Does that make you feel better?

social media

Kogan told CNN he would be happy to testify before Congress and speak to authorities, but he hopes there’s a discussion about how social media companies like Facebook use personal information to sell ads.

He said, in exchange for free services like Facebook, users become the product that’s sold to advertisers.

“Are we concerned with being the product?” he asked.

man reading newspaper

The Guardian reports Cambridge Analytica is being investigated “in the US, as part of special counsel Robert Mueller’s probe into Trump-Russia collusion,” but it’s also the key subject of two inquiries in the UK. The Electoral Commission wants to know the firm’s possible role in the EU referendum and the Information Commissioner’s Office is looking into data analytics for political purposes.

As for Wylie, “Going public involves an enormous amount of risk” since he’s “breaking a non-disclosure agreement and risks being sued. He is breaking the confidence of Steve Bannon and Robert Mercer.”

That’s his problem.

Plus, Mashable reports an FEC filing shows Facebook board member Peter Thiel, “who infamously supported the presidential campaign of Donald Trump, also happened to donate $1,000,000 in October of 2016 to the Super PAC Make America Number 1 — an organization that paid Cambridge Analytica $231,352 toward the end of the same year.”

It summarizes,

“In other words, a portion of Thiel’s wealth — some of which was derived from his early investment in Facebook — likely made its way into the coffers of Cambridge Analytica via Make America Number 1. … Of course, it’s unclear if Thiel knew that Make America Number 1 was shelling out tons of cash to Cambridge Analytica when he made his donation. But here’s the thing: it most certainly was. Thiel’s contribution was on October 26, 2016. FEC documents show that between October 3 and October 19 of the same year Make America Number 1 paid out $323,908 to Cambridge Analytica — $20,000 of which was for ‘DATA ACQUISITION SERVICES.’”

Unfortunately, Democrats did the same – earlier – and with special permission!

President Barack Obama Official White House Photo
Official White House Photo

Politico’s Eric Wilson points out,

And it’s not just Republicans who have taken advantage of Facebook’s invasive features. Far from it: During the 2012 campaign, President Barack Obama’s reelection team built an app that extracted the same types of data in the same fashion as the Cambridge Analytica data in question, with one critical difference: Obama’s team extracted nearly five times the information.

According to Carol Davidsen, a member of Obama’s data team, ‘Facebook was surprised we were able to suck out the whole social graph, but they didn’t stop us once they realized that was what we were doing.’ The social graph is Facebook’s map of relationships between users and brands on its platform. And after the election, she recently acknowledged, Facebook was ‘very candid that they allowed us to do things they wouldn’t have allowed someone else to do because they were on our side.’ There’s been no word on whether the Obama team was asked to delete its data, nor has it been suspended from Facebook.”

black laptop computer keyboard

Now, you and I have things to think about:

Were we some of the 50 million affected? We’re supposed to be notified. When? We’ll see.

Do hundreds of gigabytes of unencrypted Facebook data still exist on Cambridge’s servers, contradicting assurances given to congressional investigators?

Is Facebook really back in control?

Congress

Will Zuckerberg testify about the situation? Sen. Amy Klobuchar (D-Minn.), said in a statement: “They say ‘trust us,’ but Mark Zuckerberg needs to testify before the Senate Judiciary Committee about what Facebook knew about misusing data from 50 million Americans in order to target political advertising and manipulate voters.”

facebook phone mobileVox points out, “For many people, using Facebook regularly is a required part of their job or education.” Find a reporter today who doesn’t have to use Facebook and other social media to break news and tease the product.

And keep in mind, deleting Facebook means we’ll need other ways to find and keep in touch with people we haven’t seen in years. Without it, we won’t be able to send baby (or cat) pictures to many of our contacts with not much more than a click of a button.

Decisions, decisions!

—–

Now, here is something that I realized I missed, although I did not read it anywhere – so it’s true, but you’re getting it late. I’m sorry.

I’ve written many times against Sinclair Broadcast Group buying Tribune Media, and how horrible it would be, and how unethically it’s being done – from the Sinclair people to the Federal Communications Commission.

One issue holding up the $3.9 billion deal, though there should officially be many more, is how many TV stations around the country will have to be sold off, since a Sinclair-Tribune combination will own more stations than the government allows. (Don’t forget the feds recently reestablished the UHF discount just before this deal was made, and FCC chairman Ajit Pai is under investigation because of that.) Another question is which stations would be spun off. And a third is whether the new conglomerate would be allowed to own more than one station (duopolies) in certain cities.

Now, there’s something called the Sinclair Divestiture Trust.

Radio + Television Business Report, which I’d never heard of over the years, reported more than a month ago – back on Feb. 21 – the controversial combination got a step closer.

That’s because “A series of Form 314 filings have been made (that day) with the FCC indicating the divestiture of up to 23 broadcast television properties by Sinclair.”

The Sinclair Divestiture Trust is the place where those stations would be listed and trustee RAFAMEDIA LLC, led by veteran media broker Richard A. Foreman, told RBR+TVBR the stations – from both Sinclair and Tribune – were put in the trust “for the purpose of removing them from the licensee” – in other words, to be sold off.

The article listed these stations:
* Tribune’s KCPQ-TV and KZJO-TV in Seattle-Tacoma,
* Tribune’s KPLR-11 in St. Louis,
* Tribune’s FOX-affiliated KSTU-13 in Salt Lake City,
* Sinclair’s KOKH-TV and KOCB-TV, and also Tribune’s KAUT-TV and KFOR-TV, in Oklahoma City,
* Sinclair’s WXLV-TV and WMYV-TV, and Tribune’s WGHP-TV, in Greensboro, NC,
* Sinclair’s WWMT-TV in Kalamazoo, and Tribune’s WXMI-TV in Grand Rapids,
* Sinclair’s WHP-TV in Harrisburg, and Tribune’s WPMT-TV in York, Pa.,
* Sinclair’s WRLH-TV, and Tribune’s WTVR-TV in Richmond, Va.,
* Sinclair’s KDSM-TV, and Tribune’s WHO-TV in Des Moines, and
* Tribune’s WTTV-TV and WXIN-TV in Indianapolis.

I mentioned many of these stations in my last post, and also a Sinclair-Tribune combination would own four stations in Seattle, three in St. Louis, four in Oklahoma City, three in Greensboro and two in Richmond.

sinclair before tribune
Sinclair currently, without Tribune, from http://sbgi.net/tv-stations/

Don’t forget Sinclair wants all of America to be able to watch local stations it owns. That can’t happen because the limit is 39 percent of the American population. (However, the reinstated UHF discount I mentioned early only counts UHF stations as covering half the people in the market, so the percentage is actually higher. Of course, technology these days means it’s just as easy for you and me to watch a UHF station as a VHF station, so reinstating UHF discount is both controversial and unnecessary, except for large station owners like Sinclair to get even larger.)old tv sets

Sinclair has gotten around the rules, especially while the UHF discount was not enforced from 1985 to April 2017, with shell corporations either owned by the family that owns Sinclair, or others that let Sinclair program them through local marketing agreements. Sinclair doesn’t technically own all those stations, but operates them as if they do.

According to RBR+TVBR, Sinclair noted stations were placed in the divestiture trust “in order to retain flexibility, based on the outcome of Sinclair’s request to own two top-four stations in this market, to determine which station, if any, will be placed in the Trust.”

map Harrisburg Indy GreensboroThat’s because the proposed combination can’t simply decide to hold onto the two highest-rated stations in a city. There are FCC rules, detailed in the last post. They include the population of the market, and also not owning two of the top four rated stations. Sinclair asked the FCC for waivers to that in Harrisburg, Indianapolis and Greensboro.

 

So the trust is flexible.

With that in mind, Divestiture Trust Applications were reportedly being filed on Tribune’s WPIX in New York and KSWB in San Diego, so they may go into the trust but not necessarily.WPIX

WPIX, a CW affiliate, was reportedly going to be sold for just $15 million – rather than hundreds of millions – to Cunningham Broadcasting, owned by Sinclair’s founder’s survivors. Then, Sinclair will run it and possibly buy it back within eight years, if the ownership rules are relaxed further by then.

KSWB, a Fox affiliate, was reportedly going to be sold.

Sinclair Divestiture Trust
Trust list via http://www.tvnewscheck.com/tv-station-directory/group/1434

Not listed in the trust means Sinclair intends to keep KOMO-TV and KUNS-TV in Seattle; KDNL-TV in St. Louis; and KJZZ-TV and KUTV-TV in Salt Lake City.

RBR+TVBR reported Sinclair “intends to keep one of the stations being placed into trust in Indianapolis, Des Moines, Richmond, Harrisburg, Grand Rapids, Greensboro, and Oklahoma City.”

Without selling any stations, RBR+TVBR noted, “The combined company would reach 72% of U.S. television households, and would own and operate the largest number of broadcast television stations of any station group.”

Also, there was a 180-day timeline for the merger to happen, but it was stopped at Day 167 way back on Oct. 18, 2017, for additional comment and revised divestment applications. That means if this really happens, it will have taken much longer than originally thought. If not, then a whole lot of time and money were wasted.

Good!

sinclair broadcast group

And while I’m at it, and Sinclair has so much clout, here are some questions for those who run it:
* How about putting local news back on the air in Pittsburgh? Isn’t the Steel City big enough for four local news stations, especially when you do news in much smaller places?
* How about having local news anchors in local towns, like Toledo OH (where it owns the NBC affiliate) and Scranton/Wilkes-Barre PA (where it owns the Fox affiliate)? Instead, Sinclair’s anchors at its CBS affiliate in South Bend IN do news for all three places, even though they don’t know the other cities. Tell me why this isn’t a money-saver, in the best interest of shareholders rather than the public.
* Why do you really use companies like Cunningham Broadcasting, in which you already own 90 percent, and what would happen if you sold its stations to an outsider with no connection to you?
* How about selling the rest of the TV stations you don’t own the licenses for, using sharing services or local marketing agreements to get by FCC regulations?
* How about letting your local stations program their newscasts locally, rather than making time for your slanted must-carry stories you require them to air daily? You do use localism as a reason the deal with Tribune should go through.

NO sinclair tribune

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