continuing coverage Sinclair and Tribune Part 2: The Redux

[dman748 1250]

From B&C yesterday, three state Attorneys General (IL, IA & RI) have filed petitions to the FCC to deny the merger.

2 questions I have about this:

 

1. Why is the Rhode Island Attorney General getting involved with Sinclair/Tribune where we all know Tribune doesn't own a station in Providence, other than to try and possibly get Sinclair out of Rhode Island and sell WJAR? Of course that's for the speculatron thread

 

2. Other than the Illinois AG (which the St. Louis DMA covers several counties in IL) why is Iowa and Rhode Island concerned about St. Louis and why is Illinois and the rest concerned about Indianapolis?

 

Sorry but those 3 AGs need to worry about their own issues in their respective states and not who controls which TV station (but of course we all know that ain't going to happen and the left will continue to fight Sinclair-Tribune until both companies walks away from the merger)

[compubit 670]

Iowa does have a say: WHO in Des Moines is Tribune and KDSM with Sinclair (along with KGAN/KFXA in Cedar Rapids and KMEG/KPTH in Sioux City...)

 

J

[scrabbleship 427]

Iowa does have a say: WHO in Des Moines is Tribune and KDSM with Sinclair (along with KGAN/KFXA in Cedar Rapids and KMEG/KPTH in Sioux City...)

 

J

 

Plus just outside the state WQAD for Tribune plus KTVO, KHQA, and KPTM/KXVO for Sinclair.

[NewsMaster 226]

1. Why is the Rhode Island Attorney General getting involved with Sinclair/Tribune where we all know Tribune doesn't own a station in Providence, other than to try and possibly get Sinclair out of Rhode Island and sell WJAR? Of course that's for the speculatron thread

 

WJAR has been a disaster under Sinclair ownership. Had it not been for NBC moving stations in Boston in 2016 (and NBC Boston not being available in Bristol County), WPRI would easily be the #1 station in the market right now. It's not to the point where WJAR has had to fend off WLNE (since the latter is even more of a dumpster fire), but WJAR is not even close to where it was during its time as an O&O and even under Media General ownership.

[dman748 1250]

WJAR has been a disaster under Sinclair ownership. Had it not been for NBC moving stations in Boston in 2016 (and NBC Boston not being available in Bristol County), WPRI would easily be the #1 station in the market right now. It's not to the point where WJAR has had to fend off WLNE (since the latter is even more of a dumpster fire), but WJAR is not even close to where it was during its time as an O&O and even under Media General ownership.

That may explain why Rhode Island is involved in this case (technically they shouldn't be as Tribune's closest station to Rhode Island is the WTIC/WCCT duopoly in Hartford/New Haven, CT) BUT having said, they DO have the right to be involved if they feel that one company is having a negative impact on the business in which they are running

[GoldenShine9 1509]

WJAR has been a disaster under Sinclair ownership. Had it not been for NBC moving stations in Boston in 2016 (and NBC Boston not being available in Bristol County), WPRI would easily be the #1 station in the market right now. It's not to the point where WJAR has had to fend off WLNE (since the latter is even more of a dumpster fire), but WJAR is not even close to where it was during its time as an O&O and even under Media General ownership.

 

If WLNE can find a reputable owner, that station could easily leap up the rankings.

[Rusty Muck 4159]

Sinclair has been a total PR dumpster fire, especially in the most recent months into and following the "dangerous to our democracy" promo publicity stunt (which, let's face facts, Sinclair - especially David Smith and Bob Livingston - knew what they were doing and craved the attention in the worst way). That included WJAR.

 

You shouldn't be surprised to see said three AGs file injunctions against them. It's only going to get more obnoxious from here on out, because Sinclair isn't a small-market broadcast chain anymore.

[GoldenShine9 1509]

Sinclair has been a total PR dumpster fire, especially in the most recent months into and following the "dangerous to our democracy" promo publicity stunt (which, let's face facts, Sinclair - especially David Smith and Bob Livingston - knew what they were doing and craved the attention in the worst way). That included WJAR.

 

You shouldn't be surprised to see said three AGs file injunctions against them. It's only going to get more obnoxious from here on out, because Sinclair isn't a small-market broadcast chain anymore.

 

I can't imagine how they will feel in Hunt Valley if the Gray-Raycom deal closes before the Tribune takeover. And this is with the cards as perfectly lined up for them as it gets too...minus the "deep state"...

[mre29 1338]

If WLNE can find a reputable owner, that station could easily leap up the rankings.

 

At this point, I suspect there are three things keeping WLNE from being snapped up by any company that isn't Sinclair or Nexstar: Its sister stations, KLKN and WSNN-LD, and Citadel likely wanting way too much money for them.

[TheRolyPoly 1843]

At this point, I suspect there are three things keeping WLNE from being snapped up by any company that isn't Sinclair or Nexstar: Its sister stations, KLKN and WSNN-LD, and Citadel likely wanting way too much money for them.

 

Citadel needs to sell WLNE immediately. They have turned it into trash, as if WLNE wasn't trash already.

[Rusty Muck 4159]

I can't imagine how they will feel in Hunt Valley if the Gray-Raycom deal closes before the Tribune takeover. And this is with the cards as perfectly lined up for them as it gets too...minus the "deep state"...

Graycom is a clean merger with a minimum of divestitures needed. It would be totally fitting if they got cleared before Tribune-Sinclair does.

[Samantha 2876]

Common Cause and Public Knowledge want the FCC to hold the proceeding in abeyance until the UHF discount ruling is issued.

 

Also worth noting: they still haven't identified a new buyer for KPLR, which I suppose means the clock has yet to restart on this thing.

[dman748 1250]

Common Cause and Public Knowledge want the FCC to hold the proceeding in abeyance until the UHF discount ruling is issued.

 

Also worth noting: they still haven't identified a new buyer for KPLR, which I suppose means the clock has yet to restart on this thing.

They said the clock will restart after July 12th so expect a buyer for KPLR and/or KDNL (along with either WXIN or WTTV) to be identified sometime or around the week before the clock is to restart

 

I did email Harry Jessell about this, when I get a response from him I'll let you know

[CircleSeven 1944]

They said the clock will restart after July 12th so expect a buyer for KPLR and/or KDNL (along with either WXIN or WTTV) to be identified sometime or around the week before the clock is to restart

 

I didn't hear anything about them divesting in Indy (at least not yet).

 

But that Outside Date is getting closer. August 8th.

[GoldenShine9 1509]

I didn't hear anything about them divesting in Indy (at least not yet).

 

But that Outside Date is getting closer. August 8th.

 

This is really quite the soap opera. Sinclair is so desperate to hang on to everything - they spent many months insisting nothing would be divested and we will win everything. By contrast, in the Gray-Raycom deal, they instantly announced the stations they were getting rid (and probably had that in mind when they were talking). Huge difference in behavior.

[Samantha 2876]

This is really quite the soap opera. Sinclair is so desperate to hang on to everything - they spent many months insisting nothing would be divested and we will win everything. By contrast, in the Gray-Raycom deal, they instantly announced the stations they were getting rid (and probably had that in mind when they were talking). Huge difference in behavior.

 

In the Allbritton deal, it took them quite some time to agree to concessions, especially in terms of giving up on buying WHTM.

[dman748 1250]

In the Allbritton deal, it took them quite some time to agree to concessions, especially in terms of giving up on buying WHTM.

 

And it took just a little over a year to complete it, normally it should take about 6 to 9 months maybe 10 months but this is Sinclair we're talking about here, they insist on NOT divesting anything, period.

 

I didn't hear anything about them divesting in Indy (at least not yet).

 

But that Outside Date is getting closer. August 8th.

 

What exactly is the outside date? Is it one of those where one company has that certain length of time to complete an acquisition of another?

[Georgie56 3059]

This is really quite the soap opera. Sinclair is so desperate to hang on to everything - they spent many months insisting nothing would be divested and we will win everything. By contrast, in the Gray-Raycom deal, they instantly announced the stations they were getting rid (and probably had that in mind when they were talking). Huge difference in behavior.

 

Sinclair is a power-hungry media company. That should say it all.

[Samantha 2876]

What exactly is the outside date? Is it one of those where one company has that certain length of time to complete an acquisition of another?

 

Yup, that's what an outside date is in M&A terms. (The merger agreement in this case calls it the "end date".) An end date, mind you, can be extended.

 

The Merger Agreement provides as follows.

 

———

 

The merger agreement may be terminated at any time prior to the effective time:

 

• by mutual written consent of Sinclair and Tribune;

 

• by either Sinclair or Tribune:

 

• if the effective time has not occurred on or before May 8, 2018, subject to an automatic extension to August 8, 2018 in certain circumstances, if the only outstanding unfulfilled conditions relate to HSR approval or FCC approval, which we refer to as the "end date." Notwithstanding the foregoing, the right to terminate the merger agreement under this clause will not be available to a party if the failure of the effective time to occur before the end date was primarily due to such party's breach of any of its obligations under the merger agreement;

 

• if any governmental authority of competent jurisdiction has issued a final and non-appealable order permanently prohibiting the consummation of the merger; provided that the Party seeking to terminate the merger agreement under this clause will have used its reasonable best efforts to have such order lifted; or

 

• if, after completion of the special meeting (including any adjournment or postponement thereof), the Tribune shareholders have not approved the merger proposal;

 

[and by Sinclair if Tribune breaches any of its obligations or the board revokes recommendation of the deal]

 

———

 

Essentially, the end date was May 8, a year after the merger agreement was filed. An automatic three-month extension kicked in because the only outstanding unfulfilled conditions were HSR (Hart-Scott-Rodino antitrust review by the Department of Justice) and FCC approval.

 

The August 8 outside date becomes more serious, particularly if Tribune sees the length of the acquisition and opts to terminate it. (I would not expect Sinclair to be the party to terminate the agreement here.)

[ABC 7 Denver 1552]

Would Weigel or Nexstar buy HellaKPLR?

[dman748 1250]

Yup, that's what an outside date is in M&A terms. (The merger agreement in this case calls it the "end date".) An end date, mind you, can be extended.

 

The Merger Agreement provides as follows.

 

———

 

The merger agreement may be terminated at any time prior to the effective time:

 

• by mutual written consent of Sinclair and Tribune;

 

• by either Sinclair or Tribune:

 

• if the effective time has not occurred on or before May 8, 2018, subject to an automatic extension to August 8, 2018 in certain circumstances, if the only outstanding unfulfilled conditions relate to HSR approval or FCC approval, which we refer to as the "end date." Notwithstanding the foregoing, the right to terminate the merger agreement under this clause will not be available to a party if the failure of the effective time to occur before the end date was primarily due to such party's breach of any of its obligations under the merger agreement;

 

• if any governmental authority of competent jurisdiction has issued a final and non-appealable order permanently prohibiting the consummation of the merger; provided that the Party seeking to terminate the merger agreement under this clause will have used its reasonable best efforts to have such order lifted; or

 

• if, after completion of the special meeting (including any adjournment or postponement thereof), the Tribune shareholders have not approved the merger proposal;

 

[and by Sinclair if Tribune breaches any of its obligations or the board revokes recommendation of the deal]

 

———

 

Essentially, the end date was May 8, a year after the merger agreement was filed. An automatic three-month extension kicked in because the only outstanding unfulfilled conditions were HSR (Hart-Scott-Rodino antitrust review by the Department of Justice) and FCC approval.

 

The August 8 outside date becomes more serious, particularly if Tribune sees the length of the acquisition and opts to terminate it. (I would not expect Sinclair to be the party to terminate the agreement here.)

So if Tribune were to terminate the deal would Standard General and Fox terminate as well or would those other deals with Standard and Fox go on regardless of what Tribune does?

[broadcastfan9751 136]

So if Tribune were to terminate the deal would Standard General and Fox terminate as well or would those other deals with Standard and Fox go on regardless of what Tribune does?

 

The agreements with Fox and Standard would terminate, since they are contingent on the Tribune deal. However, I think Fox may still try to acquire at least KCPQ if the deal falls through, but if the deal falls through due to the UHF discount getting overturned, they wouldn't be able to acquire all of the stations they are seeking to acquire right now.

[DonDonP1 113]

The agreements with Fox and Standard would terminate, since they are contingent on the Tribune deal. However, I think Fox may still try to acquire at least KCPQ if the deal falls through, but if the deal falls through due to the UHF discount getting overturned, they wouldn't be able to acquire all of the stations they are seeking to acquire right now.

 

I agree with you about KCPQ becoming a Fox O&O.

[Rusty Muck 4159]

So if Tribune were to terminate the deal would Standard General and Fox terminate as well or would those other deals with Standard and Fox go on regardless of what Tribune does?

Tribune isn't going to terminate the deal, not when they stand to lose ... what ... $500M as a breakup fee to Sinclair?

 

That being said, assuming this deal somehow just falls apart, watch as Tribune PE investor Starboard will let other companies pick the company apart so as to reclaim that lost breakup fee. That includes Fox. No one else is going to be brazen enough to buy the company outright if Sinclair inexplicably can't get it.

[Rusty Muck 4159]

In the Allbritton deal, it took them quite some time to agree to concessions, especially in terms of giving up on buying WHTM.

They also pulled off some shenanigans in Brimingham and Charleston that still passed FCC muster, it being their fourth or fifth attempt at a divestiture plan.