Tribune Media Files Suit, Terminates Sinclair Merger Deal

August 10, 2018 Last Updated: August 10, 2018

Tribune Media Co. said on Aug. 9 it had terminated a $3.9 billion deal to be acquired by Sinclair Broadcast Group and was suing Sinclair for breach of contract after regulators objected to the acquisition that was supported by U.S. President Donald Trump.

Tribune filed the lawsuit against Sinclair, the largest U.S. broadcast station owner, alleging material breach of contract over its failure to win over regulators 15 months after the merger was first announced.

Tribune seeks about $1 billion of lost premium to Tribune’s stockholders and additional damages in an amount to be proven at trial over what it called Sinclair’s “misconduct,” according to a copy of the lawsuit filed in Delaware.

The deal’s termination, which scuppers Sinclair’s efforts to dramatically expand, comes after criticism by Democrats and public advocacy groups over whether the merger was in the public interest. It also follows a significant blow from the Republican-led Federal Communications Commission last month, when it questioned Sinclair’s candor over the planned sale of some stations.

The FCC said Sinclair did not “fully disclose facts” about the planned sale of three stations, including pre-existing business relationships between the company and prospective buyers. It also said the $60 million purchase price for Tribune’s WGN-TV in Chicago “appeared to be significantly below market value.”

Sinclair shares sank 2.8 percent to $26.32 in late morning trading, while Tribune climbed 3.3 percent to $34.76.

‘Played Hardball’

In its lawsuit, Tribune said Sinclair failed to live up to obligations to agree to asset sales to independent operators in order to win approval for the deal.

Instead, Tribune said, Sinclair played hardball with the Justice Department, and in January 2018 when the top antitrust official, Makan Delrahim, told Sinclair that the divestitures were inadequate, Sinclair General Counsel Barry Faber replied, “Sue me.”

The suit said “Sinclair’s absurdly aggressive regulatory proposals, disregard of the FCC’s signals, and the lengthy and avoidable delays that flowed from Sinclair’s behavior” led to the merger’s failure.

The FCC said in July Sinclair “did not fully disclose” facts about the merger, raising questions about whether the company had “attempted to skirt the Commission’s broadcast ownership rules” and would, in fact, actually control the stations Sinclair said it was divesting.

FCC Chairman Ajit Pai has been vocal in his opposition to the deal, a stance that was criticized by Trump. Pai declined to comment Aug. 9.

“So sad and unfair that the FCC wouldn’t approve the Sinclair Broadcast merger with Tribune. This would have been a great and much needed Conservative voice for and of the People,” Trump said in a Twitter post in July.

Advocacy group Free Press said in an FCC filing in August 2017 that Sinclair forces its TV stations to “air pro-Trump propaganda and then seeks favors from the Trump administration.” The group praised Tribune’s announcement Aug. 9.

Pai told Congress after Trump’s tweet that he stood by his decision to refer the issue to a hearing. The FCC declined to comment on Aug. 9.

Sinclair, which owns 192 stations, said in May 2017 that it planned to acquire Chicago-based Tribune’s 42 TV stations in 33 markets.

Other Bids?

Tribune is likely to receive other bids as the industry faces a wave of consolidation.

Nexstar Media Group and Twenty-First Century Fox Inc., partnering with private equity, had considering buying Tribune before Sinclair announced its deal and are likely bidders, analysts have said.

Last month, Cox Enterprises Inc. said it was exploring strategic options for its 14 television properties, citing statements by Pai “that he intends to loosen rules around ownership of local TV stations.”

Sinclair did not immediately comment on Aug. 9, but said last month “at no time have we withheld information or misled the FCC in any manner whatsoever.”

The FCC voted last month to refer the proposed merger to an administrative law judge to review questions about Sinclair’s candor, a move that analysts had then said would likely lead to the deal’s collapse.

The company is “open to all opportunities” in terms of industry consolidation or remaining independent, Tribune Media Chief Executive Officer Peter Kern told investors on a call on Aug. 9. He noted there was “tons of activity out there.”

Kern said he would continue to run the company until Tribune reached a “permanent state.”

He said the merger’s failure was not the result of “an unwelcoming regulatory environment” but how Sinclair moved forward.

Questions About Divestments

Under the terms of the deal, Tribune and Sinclair had the right to call off the merger without paying a termination fee if it was not completed by Aug. 8.

A dozen Senate Democrats said in April Sinclair was deliberately distorting news coverage by forcing local stations to read scripts that criticized what it described as “the troubling trend of irresponsible, one-sided news stories plaguing our country.”

The FCC raised questions after Sinclair had proposed to sell WGN to Maryland auto dealer Steven Fader, a longtime business associate of Sinclair Executive Chairman David Smith, as Sinclair would largely continue to operate the station under a services agreement.

Sinclair also had planned to sell stations in Dallas and Houston to Cunningham Broadcasting Corp, a company controlled by the estate of Smith’s mother.

To attempt to satisfy the FCC, Sinclair had said last month it would not divest WGN and would seek to put the two Texas stations into a divestiture trust to be sold and operated by an independent trustee.

The FCC’s concerns followed similar questions raised in separate filings by the American Civil Liberties Union and conservative news outlet Newsmax Media.

The ACLU said Aug. 9 “the merger would have trampled on First Amendment principles” and “crippled the future of journalism.”

By David Shepardson