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Sinclair and Tribune Part 2: The Redux


Weeters

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Rupert Murdoch’s jowls are tingling.

 

So are Perry Sook's.

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'd be awesome, but I would highly doubt it.

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Is it me or is Tribune expressing some passive-aggressive frustration at how Sinclair has handled this whole thing?

 

They don't seem as defensive as Sinclair is about how this deal has been handled.

 

They may feel they need to play out the string at least until the end date of August 8.

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They may feel they need to play out the string at least until the end date of August 8.

Does Tribune wait until the August 8th deadline to terminate the deal or do they do it anywhere from the day before to two weeks before August 8th?

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Does Tribune wait until the August 8th deadline to terminate the deal or do they do it anywhere from the day before to two weeks before August 8th?

 

Would you like to pay $135,500,000 tomorrow or $0 in just after three weeks?

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Would you like to pay $135,500,000 tomorrow or $0 in just after three weeks?

If I were the CEO of Tribune, assessing the situation as it is, I would pay nothing to Sinclair for terminating the merger whatsoever

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If I were the CEO of Tribune, assessing the situation as it is, I would pay nothing to Sinclair for terminating the merger whatsoever

Then they have to wait. There's no way they can back out of the $135M outside date fee as it is written, especially when Sinclair can take the company to court and force them to pay it.

 

Refusing to pay that large amount of money under that circumstance is not only unethical, it's also insanely stupid and would be a sure-fire loss in court.

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I wonder if this creates some serious investigations into Deerfield Media and Mission Broadcasting.

 

Probably not,

But,

 

It's a real clear signal to all the other station groups that "you better get your act together" if you want to play in the future.

 

The entire broadcast industry would be crippled if everyone was under investigation all the time.

 

And besides...

Most this stuff is still legal to some extent.

 

We will see what happens.

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Then they have to wait. There's no way they can back out of the $135M outside date fee as it is written, especially when Sinclair can take the company to court and force them to pay it.

 

Refusing to pay that large amount of money under that circumstance is not only unethical, it's also insanely stupid and would be a sure-fire loss in court.

So it's either they wait until August 8th to terminate the merger agreement or terminate it tomorrow or next week and pay that $135 million correct?

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The HDO should have a LOT of companies worried, including FOX.

 

There are two elements in play: The sidecar deals, and the fair market value. If we agree that most every major player right now is using sidecars to circumvent this/that/the other thing, they're definitely not going to do it anymore if Sinclair loses licenses over their abuse of the system, regardless of how safe everyone else was playing it. That will require real, legit divestitures in a market where there are not many players left.

 

Fair market value stands to ding FOX, even if marginally since they'll have billions to play with after the Disney deal if that goes through. They could buy all of the Trib FOX stations (or even all of Tribune!) up if they wanted to, but they would for sure be overpaying vs. the $900M deal on the table now without a guaranteed ROI. If anyone can afford to do that, it's FOX, but it doesn't mean it's good sense for the balance sheet.

 

As much a blessing this may seem on the surface, there's a small to decent chance this Sinclair case brings down a lot of traditional media. I could see Sinclair continuing to double down on this for exactly that reason--if they can't take advantage, why would they want anybody else to?

 

It's a Hell of a game of Russian roulette.

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If they have to 100% divest a lot of stations then won't that require new owners to seriously invest in their operations? Are there a lot of people willing to do that? Like, giving WTTE its own news department and studios?

 

It is pretty frightening how many long-term players have disappeared over the last seven years. There is no more Belo. No more LIN. No more Journal. No more Media General. There will soon be no more Raycom. Is private equity all that interested in another go-round? (Granted, I don't expect them to do much other than just milk things, as is their MO) Will Jason Elkin finally make another comeback?

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I'm sure there will be an investigation into past dealings and whether other offers that offered more money and separate control as opposed to the agreements entered in to. If they were economically necessary, or were the highest bid, then fine. Otherwise, they could be subject to review and if licenses are called into question, we could have another "auction" on our hands where a whole bunch of stations could be stripped from an "owner" and sold to another if they were true "sham" deals.

 

Another consequence is that the damage has been done by consolidation, and if these stations were pulled into an auction, the buyer would have to have the financial means or technical resources to run them again.

 

And finally, if Tribune was snookered into a bad deal with Sinclair that plunges them into bankruptcy, expect a lawsuit and maybe some stations handed off as a possible settlement....

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With so many developments regarding the Sinclair-Tribune deal, it kind of feels like a real soap opera, but without the catfights, might as well rename this deal "As The Hunt Valley Churns" for all we know....

 

I'd love to see a news business soap opera called 'NewsChannel'.

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I'd love to see a news business soap opera called 'NewsChannel'.

 

But after 13 weeks when you want to cancel "NewsChannel"...it won't go away...

 

...and it grows into it's own monster...destroying national resources...consuming valuable electrons...ruining lives and tearing poor defenseless little children from the arms of their screaming mothers.......

 

Oh wait...

 

never mind.

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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.

 

What about Hearst, Scripps, or Graham?

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What about Hearst, Scripps, or Graham?

Honestly, I'd like to see Hearst get off their butts and start looking at the opportunities. They haven't acquired anything in years. Are they playing the long game, or just uninterested? They're pretty competent when it comes to running their stations.

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Honestly, I'd like to see Hearst get off their butts and start looking at the opportunities. They haven't acquired anything in years. Are they playing the long game, or just uninterested? They're pretty competent when it comes to running their stations.

 

They're private and probably debt-free. Compared to heavily-leveraged public companies with Wall Street on them constantly, why mess with a good thing?

 

The TV stations are almost certainly cash cows for them but they seem more likely to sell them than expand the group much further, if at all. I figured Raycom was gonna hang in there because they are also privately held but you never know. (Of course, Hearst seems like the type of company to worry greatly about the tax hit...)

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Hearst, Scripps and Graham all play by the rules and have legal duopolies that correspond to a top 4 controlling a weaker station.

Cox too, with the exception of Jacksonville, whose agreement was necessitated when Clear Channel sold to Newport. It was fine and legal back when it was entered into since WTEV was a weak UPN station paired with WAWS. By the time Clear Channel left TV, WTEV was tied to CBS because of WJXT dumping them several years before. WTEV was now in the top 4 and still tied to the hip of WAWS....so they sold WTEV to a shell, and when Newport cashed out, the shell remained, just as one tied to Cox instead.

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