Tribune Backs Out of $3.9 Billion Sinclair Merger

By Harper Neidig, The Hill

09 August 18

ribune Media has backed out of its proposed $3.9 billion merger with Sinclair Broadcast Group and filed a $1 billion lawsuit against the broadcasting giant for allegedly breaching their agreement.

In an announcement early Thursday morning, Tribune blamed Sinclair for the regulatory roadblocks that the deal has encountered at the Federal Communications Commission (FCC). Last month, the FCC voted unanimously to subject the merger to an administrative law proceeding, a taxing and time-consuming process that was expected to kill the deal.

"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," Tribune CEO Peter Kern said in a statement.

"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," he added.

Sinclair later announced that it would withdraw its merger application from the FCC.

“We are extremely disappointed that after 15 months of trying to close the Tribune transaction, we are instead announcing its termination,” Sinclair CEO Chris Ripley said in a statement.

"As for Tribune’s lawsuit, we fully complied with our obligations under the merger agreement and tirelessly worked to close this transaction," Ripley added. "The lawsuit described in Tribune’s public filings today is entirely without merit, and we intend to defend against it vigorously.”

The announcement brings an end to a merger that was thought to have a staunch champion in FCC Chairman Ajit Pai, whose tenure had been marked by a deregulatory agenda that had cleared out restrictions against consolidation in the media industry.

But optimism about the merger's chances evaporated last month when Pai announced that he had "serious concerns" and proposed sending it before an administrative law judge. A sticking point for regulators at the FCC and the Justice Department was a series of side deals that Sinclair had proposed in order to bring the combined company into compliance with regulations on the number of local TV stations a company could own.

Those transactions involved selling highly valuable stations to buyers with business ties to Sinclair for below-market prices, the FCC alleged. And the sales had strings attached that would allow Sinclair to retain significant control over the stations' operations and programming.

The so-called "sidecar deals" unraveled the merger's chances of approval, Tribune said, and ultimately prompted its decision to back out and file a lawsuit.

In its lawsuit filed with the Delaware Court of Chancery Thursday morning, Tribune accused Sinclair of torpedoing the deal by stubbornly refusing to accede to the demands of antitrust regulators at the FCC and the Justice Department.

“In exercising its authority under the merger agreement to lead the regulatory approval process, Sinclair repeatedly favored its own financial interests over its contractual obligations by rejecting clear paths to regulatory approval. Instead, Sinclair fought, threatened, insulted, and misled regulators in a misguided and ultimately unsuccessful attempt to retain control over stations that it was obligated to sell.”

At one point, the lawsuits claims, Sinclair general counsel Barry Faber told senior Justice Department officials during negotiations “sue me” and that Sinclair threatened to file its own lawsuit against the agency.

According to the complaint, the demands from the Justice Department involved selling off stations in a handful of markets that posed anticompetitive concerns, and Tribune had also included those sales as part of their merger agreement.

The end of the proposed deal is a victory for the broad coalition that had lined up against it. The opposition included an unusual mix of Democratic lawmakers, cable companies, liberal consumer groups and conservative media outlets.

Critics said that the merger, which would have given the combined company an unrivaled reach into nearly three quarters of the country's television-viewing households, would have consolidated too much media power into one entity. Those critics cheered Thursday's announcement and pushed for the FCC to consider revoking Sinclair's broadcasting license over its alleged deceptions.

“The collapse of the merger is great news for dozens of local communities that will be spared Sinclair’s slanted coverage and ridiculous must-runs," Craig Aaron, the CEO of the public interest group Free Press, said in a statement. "As details of Sinclair’s deceptions emerge — and with other investigations underway at the Department of Justice — it’s reasonable to question whether the broadcaster deserves to hold any licenses to profit off the public airwaves."

The opposition gained traction after a viral video from the website Deadspin showed local television anchors at stations owned by the right-wing Sinclair reciting "must-run" editorials blasting bias in the media.

The video prompted a widespread outcry, which in turn spurred President Trump to come to Sinclair's defense. Sinclair has been friendly to the Trump administration and has hired former aides to the president like spokesman Boris Epshteyn.

Trump also blasted the FCC last month for cracking down on the deal.

"So sad and unfair that the FCC wouldn’t approve the Sinclair Broadcast merger with Tribune," the president said in a tweet. "This would have been a great and much needed Conservative voice for and of the People. Liberal Fake News NBC and Comcast gets approved, much bigger, but not Sinclair. Disgraceful!"

Tribune and Sinclair are also facing a handful of antitrust lawsuits alleging that they conspired to raise advertising rates at local television stations.