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Tribune Terminates $3.9 Billion Merger With Rival Sinclair (wsj.com)

The merger that once seemed all but inevitable has fallen apart. According to The Wall Street Journal, Tribune Media has terminated its merger agreement with rival TV station-owner Sinclair Broadcast Group (Warning: source may be paywalled; alternative source). The company is also suing Sinclair for failing to make sufficient efforts to get their $3.9 billion deal approved by regulators. From the report: The suit, filed in Delaware Chancery Court, alleges that Sinclair breached the merger agreement by engaging in "unnecessarily aggressive and protracted negotiations" with regulators over their requirement that Sinclair divest stations in certain markets to obtain approval, Tribune said in a statement. The deal structures Sinclair proposed, which Tribune said were done to allow it to maintain control over stations, created risks for the deal in violation of the merger agreement. Tribune is seeking financial damages.

The collapse of the deal and lawsuit mark a stunning turn of events for a deal that when it was announced in April of 2016 seemed certain to receive regulatory approval. "Our merger cannot be completed within an acceptable time frame, if ever, Tribune Media Chief Executive 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."
The merger hit the rocks last month when FCC commissioners voted to send the proposed sale to a judge. "FCC chairman Ajit Pai raised 'serious concerns' about Sinclair's selloff of 21 stations it had proposed in order to remain under station ownership limits post-merger," Engadget reported last month. "Had Sinclair declined to sell off some stations, its 173 broadcast stations in 81 markets, combined with Tribune's 42 stations in 33 markets would reach 72 percent of U.S. TV households."

20 of 54 comments (clear)

  1. Read the Lawsuit by Trip+Ericson · · Score: 2

    If you haven't, you should read the text of the lawsuit that Tribune filed against Sinclair. I can only wonder what they were thinking.

    http://www.tribunemedia.com/wp...

    1. Re: Read the Lawsuit by Anonymous Coward · · Score: 1

      Absolutely nuts. Sinclair actually responded to a DoJ recommendation with "sue me" and then threatened to file a lawsuit against the DoJ. Sounds like good legal help is hard to find.

    2. Re: Read the Lawsuit by Anonymous Coward · · Score: 2, Interesting

      Reading the filing it really looks to me that Sinclair was angling to get into a legal fight with the FCC, get to the Supreme Court and get another Citizen United type decision. All so they can spew their dogma laden drivel at as many people as possible.

    3. Re:Read the Lawsuit by rtb61 · · Score: 3, Interesting

      Meh, the idiot box, like it's audience is dying of old age. Seems pretty normal infinite greed corporate approach though, nothing unusual, with psychopathic ego on full display. I am exposed to free to air TV once a week when I visit by eighty odd year old mother, I have not watched any for years, in my own home. One of the surprising changes it makes in your life, loud video advertisements have become extremely offensive to me, I can no longer tolerate them, if fact they put me right off the advertised product, rather than sell it to me. It seem you must need to be continually exposed to them, to adapt to and tolerate them.

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      Chaos - everything, everywhere, everywhen
    4. Re:Read the Lawsuit by drinkypoo · · Score: 3, Insightful

      One of the surprising changes it makes in your life, loud video advertisements have become extremely offensive to me, I can no longer tolerate them, if fact they put me right off the advertised product, rather than sell it to me. It seem you must need to be continually exposed to them, to adapt to and tolerate them.

      Can confirm. Forgot the Fire TV stick on a recent trip where we stayed in a hotel room for a night. Made liberal use of the mute button but the experience was still offensive. Commercials have always pissed me off, though, except when I was a kid and they were for toys. Then I was just pissed off about being poor.

      --
      "You're right," Fisheye says. "I should have set it on 'whip' or 'chop.'"
  2. That's fine with me by divide+overflow · · Score: 1, Insightful

    We don't need to expand the Sinclair propaganda network to 72 percent of the public and we don't need a bigger broadcast version of Fox News, so I'm fine with this deal falling apart.

  3. Good by rsilvergun · · Score: 1, Insightful

    After what Sinclair has done with it's other purchases I'm happy to see one fall through. It's pretty clear that the owners of Sinclair use their media empire to push a specific ideology; one I think it's pretty obvious I don't agree with. They seem to be buying up virtually all media. Having one group own virtually all major media outlets can't possibly be a good thing for Democracy.

    --
    Hi! I make Firefox Plug-ins. Check 'em out @ https://addons.mozilla.org/en-US/firefox/addon/youtube-mp3-podcaster/
  4. Re:Not enough graft by HornWumpus · · Score: 1

    And the Tribune is flaming left...the money is still green.

    --
    John McAfee 'It was like that time I hired that Bangkok prostitute; to do my taxes, while I fucked my accountant'
  5. Re:Not enough hanging traitor Drumpftards by HornWumpus · · Score: 1

    That's just an admission I'm right.

    Still no non corrupt explanation even offered.

    --
    John McAfee 'It was like that time I hired that Bangkok prostitute; to do my taxes, while I fucked my accountant'
  6. Re:Not enough graft by Anonymous Coward · · Score: 1

    And the Tribune is flaming left...

    What nonsense. You'd have to be further to the right than the John Birch Society and the Federalist Society to think the Tribune is "flaming left."

  7. Glad WGN was spared by kamitchell · · Score: 4, Informative

    As a lifelong Chicagoan, I'm glad that the venerable WGN-TV and WGN AM 720 didn't fall to Sinclair. These stations are an invaluable source of independent, local news reporting.

    Editorial at the Sun-Times says it well.

  8. Clinton really screwed this up by WindBourne · · Score: 2

    Before Clinton, owners were prohibited from owning more than 3 areas. As such, the media had a LOT of competition. It meant that 1 owner could not really dominate any area, except for small rural areas. Then Clinton dropped that regulation which IIFC, had gone all the way back to Great Depression. After that, our media has not only gone downhill, but become uncompetitive and unable to deal with the internet.

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    I prefer the "u" in honour as it seems to be missing these days.
    1. Re:Clinton really screwed this up by WindBourne · · Score: 1

      yeah, but it was news media that was prevented from owning too many, not general channels. As far as the channels go, the de-regulating that actually helped things. Stations collapse and others are created. BUT, news is a different matter. Very expensive to get into, and esp for the national news. As such, it was far better to have left this with 3 max (IIRC). Now, we have groups like I heart, Tribune, SInclair, Fox, etc that do their best to control the industry and have turned American news from one of the best into junk.

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      I prefer the "u" in honour as it seems to be missing these days.
    2. Re: Clinton really screwed this up by CaffeinatedBacon · · Score: 1

      News just isn't profitable directly from viewers. Unless you can be setting some agenda and have 'someone' pay you to do that.

    3. Re:Clinton really screwed this up by WindBourne · · Score: 1

      Basically, I remember Clinton signing it and not having an issue with it (OTOH, he opposed things like taking out the IFR (dems killed it), as well as gutting NASA (mostly GOP) ). Did not realize that he was pushed that way. Thanx.

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      I prefer the "u" in honour as it seems to be missing these days.
    4. Re:Clinton really screwed this up by pots · · Score: 1

      People always blame the president for everything, though a large portion of the time (most of the time) they should be directing their ire at congress.

  9. Re:Not enough hanging traitor Drumpftards by Anonymous Coward · · Score: 1

    You're the one making the assertion, not the AC. You're also the one changing the subject, trying to make it about Clinton being "corrupt" when Clinton has nothing to do with this case.

  10. Re:some of you are clueless about sinclair by drinkypoo · · Score: 1

    Since 99% of the stations in any given market are far-left socialist authoritarian, the "conservative direction" is just a move towards objectivity and reason.

    The problem with this idea is that 1) letting businesses run everything doesn't work and 2) the right-wingers are far more authoritarian than the left-wingers. They want to regulate everything, not just business, and then they lie about wanting to regulate business. They want to pick the winners and losers too, they just want to pick them differently.

    --
    "You're right," Fisheye says. "I should have set it on 'whip' or 'chop.'"
  11. Re:Not enough hanging traitor Drumpftards by HornWumpus · · Score: 1

    My facts are on the record. Nobody denies the CGF's bribe flow went to virtually zero, right when the bitch has time for her charity work.

    --
    John McAfee 'It was like that time I hired that Bangkok prostitute; to do my taxes, while I fucked my accountant'
  12. Re:Not enough graft by HornWumpus · · Score: 1

    ^^ Open corruption being excused, because vagina.

    Keep it up. That's how we get more Trump.

    --
    John McAfee 'It was like that time I hired that Bangkok prostitute; to do my taxes, while I fucked my accountant'