FCC Opens Comment Docket on Sinclair-Tribune Merger

WASHINGTON—The Federal Communications Commission has opened a docket on Sinclair’s $3.9 billion acquisition of Tribune Media. On June 27, the commission accepted Sinclair’s applications for transferring control of the Tribune broadcast assets comprising 80 individual licenses covering some 42 TV stations, plus translators and six radio stations, including WGN-AM in Chicago, where Tribune is based.

“Sinclair would acquire Tribune through a merger of a newly formed subsidiary of Sinclair with and into Tribune, immediately followed by Tribune merging with and into Sinclair’s wholly owned subsidiary, Sinclair Television Group, Inc., with STG as the surviving company. As a result, Tribune’s licensee subsidiaries would become indirect subsidiaries of Sinclair,” the Public Notice announcing the opening of the docket stated.

The docket number is 17-179. Petitions to deny the merger are due Aug. 7, 2017. Opposition filings are due Aug. 22, 2017. Replies are due Aug. 29, 2017.

Sinclair and Tribune both own full-power stations in several markets. In 10 such “overlap” markets, FCC rules prohibit Sinclair from owning both its own and the Trib stations. In another overlap market—Milwaukee—Sinclair owns holds a duopoly comprising WCGV and WVTV, while Tribune holds a license for WITI in the same market. However, since Sinclair sold WCGV in the incentive auction, it is seeking a waiver to allow common ownership until WCGV is powered down.

In yet another overlap market, Tribune owns two stations, but Sinclair cannot acquire both because of the “top-four” local media ownership rule prohibiting ownership of more than two of four stations with the greatest market share in a given market.

The merger will create a permissible duopoly in another market where both Trib and Sinclair own single stations, and in two more, Sinclair will acquire existing Tribune duops.

The deal also would give Sinclair four radio stations in Seattle and two in Chicago.

The proposed transaction would result in Sinclair exceeding the national 39 percent audience reach cap by 6.5 percent, inclusive of the UHF discount that counts only half of the audience for a UHF license toward the total.

According to the Public Notice, Sinclair and Tribune say they will “will take such actions to the extent required to comply with the terms of the merger agreement and the national television ownership limit—including the UHF discount—in order to obtain FCC approval of the transaction. To the extent that there are changes, or proposed changes, to the national television ownership limit, the applicants may file amendments to the applications to address such changes.”

Sinclair also seeks to continue satellite waivers in two markets and failing station waivers in two markets.