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Sinclair and Tribune Part 2: The Redux


Weeters

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Just a thought here: Couldn’t the same UHF ruling that would have crippled any Sinclair-Trib deal ALSO be a problem for FOX? They’re pretty close to the cap as is.

 

I’m not totally convinced they get everything they want out of this either—and you can bet Sinclair will try and stall via litigation.

 

Ed Ansin’s probably smiling right about now, though!

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Just a thought here: Couldn’t the same UHF ruling that would have crippled any Sinclair-Trib deal ALSO be a problem for FOX? They’re pretty close to the cap as is.

 

I’m not totally convinced they get everything they want out of this either—and you can bet Sinclair will try and stall via litigation.

 

Ed Ansin’s probably smiling right about now, though!

As far as Fox is concerned since they are considered to be a network if/when the courts nulify the UHF Discount, the FCC will probably grandfather Fox since they would be above the cap without the Discount.

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As far as Fox is concerned since they are considered to be a network if/when the courts nulify the UHF Discount, the FCC will probably grandfather Fox since they would be above the cap without the Discount.

 

True. They did give Tribune a waiver didn't they? Trib ain't a network but still.

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True. They did give Tribune a waiver didn't they? Trib ain't a network but still.

I think Tribune did, in fact, get a waiver from the FCC after the 2013 purchase of Local TV, correct me if I'm wrong but Tribune is in at least 40 or 41% of U.S. TV Homes

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Just a thought here: Couldn’t the same UHF ruling that would have crippled any Sinclair-Trib deal ALSO be a problem for FOX? They’re pretty close to the cap as is.

 

I’m not totally convinced they get everything they want out of this either—and you can bet Sinclair will try and stall via litigation.

 

Ed Ansin’s probably smiling right about now, though!

Here's the thing: we don't really know the fate of the UHF Discount rule. For all we know, that court challenge could end with Paid Off prevailing, which would clear the decks for Rupert Murdoch.

 

Imagine how furious David Smith will get when he sees the courts ruling in favor of that rule. But he has no one to blame but himself. Sinclair could have easily played by the rules and we'd be seeing Boris Epysteyn on WGN-TV three times a day. But they didn't, and thus screwed themselves bigly.

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Do WPIX and WLNY overlap significantly because if they don't, then CBS could make a case for getting PIX. Highly doubtful that they will but just keeping an open mind.

This should answer that question.

 

But remember that CBS only owns WLNY just for the sake of cable carriage. They petitioned the FCC back in 2012 that WLNY's city-grade signal based in Riverhead didn't overlap with their FM signals, thus, they were able to acquire 101.9 FM as WFAN-FM.

 

I can see Standard walking away with the big 3.

A private-equity firm like Standard is going to want the small-market legacy NYT stations. No way they want WPIX, WGN and KTLA.

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A private-equity firm like Standard is going to want the small-market legacy NYT stations. No way they want WPIX, WGN and KTLA.

 

Standard predecessor Young Broadcasting was in Los Angeles for a minute with KCAL and we all know about them (and later Media General) owning KRON.

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A private-equity firm like Standard is going to want the small-market legacy NYT stations. No way they want WPIX, WGN and KTLA.

 

Exactly!

 

PIX WGN and KTLA are NOT the most profitable...nor the most desirable stations in the lot.

 

Super high tax states...super regulations...super duper political hassles.

labor cost...utility cost (mega high in Ca.).

 

Give me the small and mid markets in markets that show growth and little political / local regulations and low taxes. Local growth is a huge factor due to the erosion of the national viewership in general.

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Well, I still hope Seattle's KCPQ would become a Fox O&O. Correct me if I am wrong. Sorry for the repetition. Fingers crossed. It has been four years since Tribune had agreed with Fox to extend its affiliation agreement for KCPQ through this month.

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"Given these issues and others described below, we are unable to find, based upon the record before us, that grant of the applications would be consistent with the public interest, as required by Sections 309(a) and 310(d) of the Communications Act of 1934, as amended (the Act). Specifically, substantial and material questions of fact exist regarding whether: (1) Sinclair was the real party in interest to the sale of WGN-TV, KDAF (a Dallas station), and KIAH (a Houston station); (2) if so, whether Sinclair engaged in misrepresentation and/or lack of candor in its applications with the Commission; and (3) whether consummation of the overall transaction would be in the public interest, including whether it would comply with Section 73.3555 of the Commission’s rules, the broadcast ownership rules."

 

Some highlights of the HDO:

 

"According to the objectors, problematic aspects of the proposed divestitures of the Texas stations include: the intertwined relationship between Sinclair and Cunningham, particularly in light of past Commission findings regarding the nature of the relationship; the recent

acquisition of the voting shares of Cunningham by Michael Anderson, a Sinclair associate, for a $400,000 sales price that is far below market value; the fact that the children of Sinclair’s controlling shareholders are beneficiaries of trusts controlling the non-voting shares of Cunningham with the parents holding options to buy the voting shares in the future; and Sinclair’s apparent guarantee of $53.6 million of Cunningham’s debt."

 

"The sale of WGN-TV to Fader involves many atypical deal terms, as well as several agreements that delegate operation of many aspects of the station to Sinclair. In particular, WGN TV, LLC, would have entered into a JSA, SSA, Option, and lease-back of non-license assets necessary for operation of the station. Sinclair would have sold advertising time, provided back office services, and programmed a significant portion of the station’s weekly broadcast hours. Furthermore, pursuant to the proposed transaction, WGN TV, LLC, would have purchased only the station license and certain other minimal assets, primarily a transmitter. Sinclair would have purchased the station’s other assets."

 

"The $60 million sales price for WGN-TV appears to be far below market value. For instance, the 2002 sale of WPWR-TV, Chicago, IL, to Fox Television Stations, Inc., was executed at $425,000,000—over seven times the sales price for WGN-TV. WGN-TV’s programming, and in particular, its widespread cable carriage, make the station uniquely valuable to the overall deal. As a result, a substantial and material question of fact is presented by Fader’s purchase of this station at what appears to be a highly discounted price."

 

"KDAF and KIAH are located in the fifth and seventh largest markets in the nation, respectively, yet the combined sales price was below the $65 million price that was agreed to by Meredith Corporation for station KPLR-TV, St. Louis, Missouri, which is located in the 21st largest market."

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"WTF just happened?"

All these guys just got slapped silly, and they have NO CLUE how to react.

 

We have never been down this road...not even close.

 

This will put every broadcaster on notice.

But "Notice" of what?

 

Sinclair may have boffed it, but plenty of other station groups were playing almost the exact same game.

 

This was not a right-left thing as I hope we all will now see.

 

This is a Right-Wrong thing.

(no pun intended)

 

Let's see what happens.

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"WTF just happened?"

All these guys just got slapped silly, and they have NO CLUE how to react.

 

We have never been down this road...not even close.

 

This will put every broadcaster on notice.

But "Notice" of what?

 

Sinclair may have boffed it, but plenty of other station groups were playing almost the exact same game.

 

This was not a right-left thing as I hope we all will now see.

 

This is a Right-Wrong thing.

(no pun intended)

 

Let's see what happens.

 

It's true. But no one else has been openly blatant about abusing these practices to the scale that Sinclair has (Nexstar would probably be next on that list).

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"Given these issues and others described below, we are unable to find, based upon the record before us, that grant of the applications would be consistent with the public interest, as required by Sections 309(a) and 310(d) of the Communications Act of 1934, as amended (the Act). Specifically, substantial and material questions of fact exist regarding whether: (1) Sinclair was the real party in interest to the sale of WGN-TV, KDAF (a Dallas station), and KIAH (a Houston station); (2) if so, whether Sinclair engaged in misrepresentation and/or lack of candor in its applications with the Commission; and (3) whether consummation of the overall transaction would be in the public interest, including whether it would comply with Section 73.3555 of the Commission’s rules, the broadcast ownership rules."

 

Some highlights of the HDO:

 

"According to the objectors, problematic aspects of the proposed divestitures of the Texas stations include: the intertwined relationship between Sinclair and Cunningham, particularly in light of past Commission findings regarding the nature of the relationship; the recent

acquisition of the voting shares of Cunningham by Michael Anderson, a Sinclair associate, for a $400,000 sales price that is far below market value; the fact that the children of Sinclair’s controlling shareholders are beneficiaries of trusts controlling the non-voting shares of Cunningham with the parents holding options to buy the voting shares in the future; and Sinclair’s apparent guarantee of $53.6 million of Cunningham’s debt."

 

"The sale of WGN-TV to Fader involves many atypical deal terms, as well as several agreements that delegate operation of many aspects of the station to Sinclair. In particular, WGN TV, LLC, would have entered into a JSA, SSA, Option, and lease-back of non-license assets necessary for operation of the station. Sinclair would have sold advertising time, provided back office services, and programmed a significant portion of the station’s weekly broadcast hours. Furthermore, pursuant to the proposed transaction, WGN TV, LLC, would have purchased only the station license and certain other minimal assets, primarily a transmitter. Sinclair would have purchased the station’s other assets."

 

"The $60 million sales price for WGN-TV appears to be far below market value. For instance, the 2002 sale of WPWR-TV, Chicago, IL, to Fox Television Stations, Inc., was executed at $425,000,000—over seven times the sales price for WGN-TV. WGN-TV’s programming, and in particular, its widespread cable carriage, make the station uniquely valuable to the overall deal. As a result, a substantial and material question of fact is presented by Fader’s purchase of this station at what appears to be a highly discounted price."

 

"KDAF and KIAH are located in the fifth and seventh largest markets in the nation, respectively, yet the combined sales price was below the $65 million price that was agreed to by Meredith Corporation for station KPLR-TV, St. Louis, Missouri, which is located in the 21st largest market."

Another thing to note about this from the FCC order...

Accordingly, in this Hearing Designation Order, we commence a hearing before the Administrative Law Judge to determine whether the above-captioned applications should be granted or denied.6 Given the seriousness of the issues presented, we direct the Media Bureau to hold in abeyance all other pending applications and amendments thereto related to the overall proposed Sinclair-Tribune transaction until the issues that are the subject of this Hearing Designation Order have been resolved with finality
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"WTF just happened?"

All these guys just got slapped silly, and they have NO CLUE how to react.

 

We have never been down this road...not even close.

 

This will put every broadcaster on notice.

But "Notice" of what?

 

Sinclair may have boffed it, but plenty of other station groups were playing almost the exact same game.

 

This was not a right-left thing as I hope we all will now see.

 

This is a Right-Wrong thing.

(no pun intended)

 

Let's see what happens.

Every major non-network broadcast chain uses sidecars or shells to some degree or another. Raycom, Tribune, Nexstar and Gray all come to mind, along with predecessors that M&A'ed into those three.

 

But no other broadcaster has been a walking, talking ethics dumpster fire like Sinclair has. Look at any other M&A that's taken place in recent years and the buyer/seller have not even approached the limits of what Sinclair has done here. Sure, Nexstar isn't clean as the wind-driven snow, but they never intentionally kept mum on divestitures for an incorrigibly long time while they were buying Media General. Gray and Raycom announced them immediately. Entercom and CBS Radio went over and above and placed double the amount of stations that were asked of them by the DOJ.

 

That it took this FCC to finally call them out, even in the most cynical of views I'd have towards Pai, says a goddam lot. Could have been a blessing in disguise, as had Tom Wheeler stayed in his post as lead commissioner, Sinclair wouldn't have done something this insanely brazen.

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Standard predecessor Young Broadcasting was in Los Angeles for a minute with KCAL and we all know about them (and later Media General) owning KRON.

What was Young Broadcasting became Media General and is now Nexstar. The Standard General private equity firm invested into the company after Young filed for bankruptcy because they were dumb enough to outbid NBC for KRON. They had no intentions to stay in the business, just to make a good ROI.

 

That's like saying a plumber can fly an airplane because he fixed the kitchen sink at the home of a 747 pilot who clogged the sink with too many potato peelings.

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If the "sham" sale of WGN is the iceberg that sinks the Titanic, could the FCC backtrack and unwind other supposed "sham" deals involving Cunningham, Deerfield and Howard Stirk?

 

It happened years ago when NBC muscled their way into Philadelphia and pushed Westinghouse and KYW into Cleveland. A decade later, the trade was reversed and KYW went home to Philly and NBC returned to Cleveland as WKYC.

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