CINCINNATI—In relation to the Nexstar Media Group and Tribune Media proposed merger, the E.W. Scripps Company has announced that it has acquired eight television stations in seven markets. The new stations include two CBS, two Fox and four CW stations, bringing Scripps total station footprint to 59 in 42 markets, giving the company a 30 percent reach to U.S. TV households.

Scripps acquired seven stations in six markets for $505 million, while also paying $75 million for WPIX, the CW affiliate in New York City. The other stations are KASW, the CW affiliate in Phoenix; WSFL, the CW affiliate in Miami-Fort Lauderdale; KSTU, the Fox affiliate in Salt Lake City; WTKR, the CBS affiliate, and WGNT, the CW affiliate in Norfolk, Va.; WTVR, the CBS affiliate in Richmond, Va.; and WXMI, the Fox affiliate in Grand Rapids, Mich.

Scripps now has nine markets were it operates more than one station. These are also the first stations for Scripps in Virginia and Utah.

The company says that it will finance the transaction with a combination of term loans and unsecured debt. In addition, it is giving Nexstar the option to buy back WPIX from March 31, 2020, through the end of 2021.

The deal is set to close at the same time as the Nexstar-Tribune merger.

“This acquisition represents another step in our plan to improve the depth, reach and durability of our broadcast television station portfolio while adding nicely to the company’s free cash flow operation,” said Adam Symson, president and CEO of Scripps, in the announcement.

CHICAGO—Tribune Broadcasting pulled its TV stations from Charter Communications’ Spectrum cable system in 24 markets after the expiration of its contract on Wednesday. The action affects approximately six million viewers on 33 television stations.

Charter claims that Tribune is demanding more than double an increase in retransmission fees. Tribune says it is charging only what it considers “fair rates.” 

The dispute comes as the NFL begins playoffs this coming weekend. The league reported this week that viewership rose 5 percent in the 2018 season, with viewership averaging nearly 16 million viewers per game. Forty-six of the top 50 rated TV programs during the 2018 season were NFL games. 

“We don’t think it’s fair that they (Tribune Broadcasting) are demanding huge fee increases, especially since their programming is provided free with a TV antenna, and much of it is available for free on the internet.” Charter said in a statement.

"We're extremely disappointed that we do not have an agreement on the renewal of our contract with Spectrum," said Gary Weitman, Tribune Media's senior vice president for corporate relations. "We've offered Spectrum fair market rates for our top-rated local news, live sports and high-quality entertainment programming, and similarly fair rates for our cable network, WGN America," Weitman continued. "Spectrum has refused our offer and failed to negotiate in a meaningful fashion."

Stations affected by Charter’s actions include WPIX New York, KTLA Los Angeles, KDAF Dallas, and KSWB San Diego. WGNA America, the basic cable channel, also is affected.

DALLAS—Nexstar Media Group will acquire Tribune Media, making it the country’s largest owner of local television stations, in a deal valued at $6.4 billion (cash and debt assumption) under the terms of a definitive merger agreement announced today.

Nexstar will pay $46.50 per share of Tribune stock in cash as well as assume the media company’s outstanding debt. The agreed to share price represents a 15.5 percent premium over the closing price of Tribune shares on Nov. 30 and a 45 percent premium since July 16 when FCC Chairman Ajit Pai announced his intention to circulate a Hearing Designation Order regarding Sinclair Broadcast Group’s planned acquisition of Tribune and divestiture of certain stations.

“Nexstar has long viewed the acquisition of Tribune Media as a strategically, financially and operationally compelling opportunity that brings immediate value to shareholders of both companies,” said Perry Sook, Nexstar Chairman, President and CEO. “We have thoughtfully structured the transaction in a manner that positions the combined entity to better compete in today’s rapidly transforming industry landscape and better serve the local communities, consumers and businesses where we operate.”

The deal brings together two media organizations with complementary national coverage. If approved by regulators, the combined company will reach about 39 percent of U.S. television households, Nexstar said.

Tribune’s media assets include 42 owned and operated TV stations in major U.S. media markets, a general entertainment cable network, WGN America, and a 31 percent stake in TV Food Network. The combined company will own or service 216 full power TV stations in 118 markets (not accounting for any divestitures) and a significant digital media operation.

In the first year following completion of the merger and divestitures, Nexstar anticipates realizing about $160 million in operating synergies. Bank of America, Merrill Lynch, Credit Suisse and Deutsche Bank have committed financing for the transaction, it added.

According to Sook, Nexstar has developed a comprehensive plan to comply with regulatory requirements and believes it has “a clear path to closing.”

This summer the proposed merger of Sinclair and Tribune hit a serious snag when FCC Chairman Ajit Pai expressed concern about the legality of the transaction. The commission voted to allow an administrative judge to resolve the issue, delaying resolution of the matter indefinitely and prompting Tribune to walk away.

Separately, the FCC’s Office of Inspector General has completed a follow-up investigation of the proposed Sinclair-Tribune merger and again has found no evidence that the FCC Chairman acted improperly.

The investigation stemmed from a request by U.S. Rep. Frank Pallone Jr. (D-N.J.), ranking member of the House Committee on Energy and Commerce, to investigate Pai’s conduct regarding his interactions with the White House as related to the Sinclair-Tribune merger.

“We are pleased that the Office of Inspector General has confirmed for a second time that there were no improper actions taken during the Sinclair-Tribune review process and that the investigation has concluded,” said Brian Hart, director of the FCC’s Office of Media Relations.

BALTIMORE--Sinclair Broadcast Group on Tuesday answered Tribune’s lawsuit over their failed merger with a countersuit.

Sinclair agreed to acquire Tribune for $3.9 billion, but the deal fell through earlier this month after the Dept. of Justice and the FCC expressed objections.

Each company canceled the deal and Tribune sued Sinclair seeking damages of at least $1 billion and claimed that Sinclair did not move appropriately to achieve government consent.

[Read: Tribune Files Lawsuit Against Sinclair, Effectively Ending Merger]

"We were extremely disappointed that the Tribune transaction was terminated," said Chris Ripley, Sinclair's president & chief executive officer.

"We are likewise disappointed that Tribune, through its meritless lawsuit, is seeking to capitalize on an unfavorable and unexpected reaction from the Federal Communications Commission to capture a windfall for Tribune,” Ripley added. “Today, we filed our response to Tribune's complaint, along with a counterclaim against Tribune for breaching the merger agreement. As described in our filing, we fully complied with our obligations under the merger agreement and worked tirelessly to close the transaction. The Company looks forward to vigorously defending against Tribune's claims and pursuing our own claim."

Tribune responded with a statement of its own.

“Sinclair’s counterclaim to Tribune’s complaint is entirely meritless and simply an attempt to distract from its own significant legal exposure resulting from its persistent violations of Tribune’s contractual right,” Tribune said.

“As detailed in Tribune’s complaint, Sinclair repeatedly and willfully breached its contractual obligations during what should have been a straightforward regulatory review process," Tribune added. "Sinclair’s misconduct culminated in its submitting to the Federal Communications Commission divestiture proposals that led the Commission to order a hearing on the fundamental issue of Sinclair’s lack of candor, thus ending any chance at merger approval in any reasonable timeframe. Tribune looks forward to holding Sinclair accountable in court.”

ENGLEWOOD, COLO.—UPDATED (6/17): Tribune responded yesterday to Dish's proposal for arbitration over their carriage deal, and it was a hard no, calling the proposal "a hollow offer, designed to mislead consumers and avoid returning to meaningful negotiations."

"Dish Routinely makes these offers of arbitration instead of negotiating, and they are always rejected," said Gary Weitman. "Arbitration is an expensive substitute for the negotiating process set up by Congress and Dish has a history of walking away from arbitration when the outcomes goes against it."

Tribune specifically pointed to Dish's 2010 arbitration with NBCU/Comcast, which was covered by TV Technology sister publication Multichannel News.

Instead, Tribune is proposing that the FCC Chairman's Office monitor negotiation between the two companies. It also asks again for Dish to accept its proposed extension to Aug. 31 of a status quo basis so stations can be restored while negotiations continue.

Dish released a new press release on Friday morning, with Dish EVP Warren Schlichting saying: "If Tribune is serious in its commitment to accept fair market rates, then there is no downside for them to immediately restore the Tribune channels on Dish while allowing a neutral third-party arbitrator to review Dish's agreements with other station groups, as well as the rates that Tribune receives from our pay-TV competitors and determine the fair market rates that Tribune desires on a basis that is binding upon Dish and Tribune."

Schlichting also points out that Dish is willing to retroactively pay any new rates back to the date the channels are restored to consumers and, in regard to Tribune's point about Dish walking away from past arbitration, the model would not allow the opportunity for either company to do so.

"Regrettably, we can only interpret Tribune's unwillingness to participate in binding arbitration as an indication that it is actually angling for rates that are above fair market and that it wants to keep the Tribune channels off Dish as long as possible in order to continue to use innocent consumers as pawns to gain negotiating leverage against Dish," concluded Schlichting.

UPDATED (6/16): Announced in a press release, Dish says it has invited Tribune to enter into binding, baseball-style arbitration that were modeled off of the procedures used for the Comcast/NBCU merger. As part of the arbitration, Dish has asked that Tribune restore its channels on Dish.

"We want to return these local stations to our customers immediately, and binding, baseball-style arbitration offers a path to reach a fair deal and to serve the best interests of our customers," said Warren Schlichting, Dish executive vice president of programming.

UPDATED (6/15): Tribune’s blackout of its 42 local stations and WGN America across 33 Dish markets continues, as Tribune says that it has not heard anything from Dish in regards to negotiating a new contract.

Tribune Media Senior Vice President of Corporate Relations Gary Weitman said that Tribune submitted a proposal to Dish at 11:50 p.m. ET on Sunday evening, but have had “zero response.”

“We repeatedly offered Dish an extension through the end of August, more than 60 days, for precisely this reason—they drag their feet in negotiations,” said Weitman. “Dish rejected every offer, which demonstrates a total disregard for their customers and our viewers.”

"Dish offered to extend the contract so that consumers would have continued access to Tribune channels while negotiations continued," said John Hall, head of corporate communications at Dish, to TV Technology. "Tribune rejected the offer. Only Tribune can cause a channel blackout. Rather than continuing to negotiate in good faith, Tribune chose to remove their channels from Dish. Rather than negotiate in the press, we suggest that Tribune respond to our last offer with a meaningful and fair offer for our customers."

Some of the programming that could be missed if the blackout continues includes Thursday’s Game 6 of the NBA Finals and this weekend’s U.S. Open.

Customers in 33 markets across 34 states and the District of Columbia saw 42 of their channels go dark on Sunday from a blackout by the Tribune Broadcasting Company. This is reportedly a result of the two companies failing to reach a contract extension over a raise in carriage rates.

“Tribune is demanding an unreasonable rate increase for channels that are available for free over the air,” said Schlichting. Tribune's Senior Vice President for Corporate Relations Gary Weitman, however, told TV Technology that "high quality programming is not free."

In the meantime, Dish says that it will offer affected customers free over-the-air antennas so they can watch Tribune’s local broadcast channels for free.

Another element of the negotiations, per Dish, was Tribune’s attempt to “force bundle” WGN America with its local broadcast stations. Dish reports that WGN America viewership is down on average more than 20 percent since it became a cable network in 2014 and that its content is often available on other channels offered by Dish. “Tribune is using local viewers as leverage to raise rates for WGN America—a channel that is in decline,” claimed Schlichting.

Weitman disputes these claims about WGN America being in decline to TV Technology, citing two original shows that premiered on the network in the past year, "Underground" and "Outsiders." Weitman says both shows were among the top 15 scripted cable shows for the 2015-2016 TV season in the Nielsen ratings

Dish claims that it offered a short-term contract extension to Tribune to renew carriage of its local stations that would include a retroactive true-up when new rates were agreed upon. The true-up would reportedly have reimbursed Tribune at the new rates for the period of any contract extension while maintaining customer’s abilities to access Tribune’s stations during negotiations.

“Actions like these are precisely the reason that Congress has mandated, and the FCC has opened, a formal process to investigate tactics like this,” said R. Stanton Dodge, Dish executive vice president and general counsel. The FCC issued a Notice of Proposed Rulemaking in September 2015 on what constitutes negotiating for retransmission consent in good faith; Dish and other companies and public interest groups of the American Television Alliance have asked that Tribune’s tactics be considered as violations of good faith negotiations.

"Tribune Broadcasting has negotiated comprehensive agreements with all of its cable, satellite and telco providers," said Weitman. "We've reached fair market deals with all of them. We're off Dish Network because it refuses to offer us what we both know to be fair market value."

Weitman said in a statement over the weekend that Tribune offered to extend negotiations with Dish. "We want to reach an agreement with Dish... Dish has refused our offer." Tribune also noted in its statement that Dish has a track record in these retransmission disputes, with failed negotiations leading to blackouts 12 times before in the last three years.

“Each year, the cost to carry local broadcast stations rises far beyond the rate of inflation, leading to blackouts across the country that affect millions of subscribers of various pay-TV companies,” Dish said in its statement. Media industry analysis company SNL Kagan reports that broadcast fees were grew from $215 million in 2006 to around $4.9 billion in 2014; SNL Kagan forecasts those feeds could reach $10.3 billion by 2021.

Affected stations on the black out across the 33 markets include ABC, CBS, CW, Fox, NBC, MyNetwork and independent stations. A full list of the stations can be found here.