Federal Communications Commission Washington, D.C. 20554 September 14, 2017 Via Electronic Mail Miles 8, Mason Pillsbury Winthrop Shaw Pittman LLP 1200 Seventeenth Street, NW Washington, DC 20036 ‘miles.mason@pillsburylaw.com Mace J. Rosenstein Covington & Burling LLP One City Center £850 Tenth Steet, NW ‘Washington, D.C. 20001, mrasenstein@eov.com Re: Applications to Transfer Control of Tribune Media Company to Sinclair Broadeast Group, Inc, MB Docket No, 17-179 Dear Counsel: (On June 26,2017, the Federal Communications Commission (Commission) accepted fr filing applications seeking consent othe taser of control of subsidiaries of Tribune Media Company (Tribune) holding te licenses of fll-power broadcast television stations (and related broadcast auxiliary facilites), low-power television stations, TV translator stations, and one AM radio station to Sinclit Broadcast Group, nc. (Sinclar, jointly the Applicants). In order forthe Commission to review the pplisations and make the necessary public nts finding unde section 310() of the Communication ‘Actof 1934, as amended (the Act) we requte additional information, documents, and clarifications of certain mates discused in the applications and other information submitted tothe Commission. If necessary, we wil follow up with addtional requests fr information and documents. Accordingly, pursuant to setion 308(b) ofthe Act, we request that the Applicants provide writen responses and supporting documentation foreach request set forth inthe enclosed Request fer Information (Request) and, where appropriate, amend th applications to reflet such responses. We ‘would appreciate receiving your responses no later than Oetober 8, 2017. For instretios on how to "edt Basan Etosha Pleading Cel for Application fo Transfer Convo of Pbune Medta Cpa 10 ‘SinelarBroaeat Group, Iz and Perit Disclose Ee Pare Stats forthe Proceeding, Pubic Note, MB Deke No, 17-179, DA 17-647 (MB July 6, 2017 (Pu Note) 247 USC.§310,‘demify and organize the information, data, documents, and narrative responses called for by the Request, please se the instruction that accompany the enclosed Request ‘Your responses should be filed with Marlene H. Doth, Secretary ofthe Commission, under reference number MB Docket No. 17-179. For any responses that are submited on paper, pease fil in accordance with the Public Notice. For ary responses filed electronically, please submit them according ‘othe attached instructions and coordinate with Commission staf, or designated information technology personnel, to ensure that any’ responsive electonic records are submitted to the Commission ina technological format that is compatible with Commision database systems and are processed and organize ina manner thats acceptable to the Commission, For any electronic flings made using the Commission's Eleetonie Comment Filing Systm, please also serve the documents via e-mail to Vanessa Lemmné at Vanessa Lemmeaiec.g0¥ Ifyou have any question regarding this matter, plesse contact David Brow, Deputy Chief, ‘Video Division, Media Bureau, a (202) 418-1645 or David Roberts, Video Division, Media Bureas, at (202) 418-1618 Sincerely, Michal He Ong Chief Madia Bureau EnclosuresREQUEST FOR INFORMATION FROM SINCLAIR AND TRIBUNI 1. On page 26 of the Comprehensive Exhibit, the Applicants asert that Post-Transation the ‘Combined Company would exceed the permissible commercial broadcast television national audience reach, 47 CER. § 733555(@)* Specifically, they state that “without divestiture, the ‘combined company would have an audience reach approximately 6.5% in excess ofthe 39%% ‘cap. The Applicants donot give Sinclair's curent national audience reach. Deseribe in tal and provide documents tat support and demonstrate Sinclair's current national audience reach and the specific calculations and methodology used to determin both that figure 2s well asthe PPost-‘Transaction 4.5 percent national audience reach. 2. Onppage 26 ofthe Comprehensive Exhibit, the Applicants state that they will: [Take such actions tothe extent required to comply withthe tems ofthe Merger ‘Agreement and the national tolvision ovmership limit (including the UHE Discount, in ‘order to obtain FCC approval ofthe transaction, To the extent that thre are changes, or ‘proposed changes, tothe national television ownership init, the applicants may file ‘amendments othe applications to addres such changes? ‘The Applicants do not indicate what steps, ifany, they have already taken or what specific steps ‘thoy plan to take Post-Transction to comply with the national ownership init. Desribe in detail tnd provide documents hat support your description of wht specific steps the Applicant have ten and/or what specifi steps they plan to take o comply With the national ownership limit, including a complete list of stations that would be divested to comply with 47 CER. § 73.3555(e) and any attempts to market those stations, including, but not limited to, contacts with tation brokers andr potential yer, any plans to request permission o place stations in divestiure trusts, andor any plans to sek a waiver(s) of 47 CPR. § 73.3555(0), 3, On ages 13-14 of the Comprehensive Evhibi, the Applicant ist ten Designated Market Areas (DMA) where Sinclair and Tribune both own fll-power commercial television broadeast stations, but the Commission's local broadcast television ownership rules, 47 CER § 73.3855(b), would not permit the Combined Company to own al he current Sinslair and Teibune ‘Stations inthe DMA post consummation (Non-Compliant Overlap Markets).° For each Non- ‘Compliant Overlap Marke, provide a detailed shoving with supporting documeats listing the ‘Top Four stations as measured by Nielsen Research Service or any comparable ratings service: and a detailed showing with supporting document of the fll-ower commercial and non- ‘commercial television broadcast stations in each Non-Compliant Overlap Marke, including a showing listing the current independently owned and operating, fll power, eommercial and 5 Comprehensive Exhibit to Transfer Applications (Comprekensive Exhibit) a 26 “Applicants have ei on the UHP Discount in their esleultions. 1 sta aa 13.14noncommercial TV stations and a showing listing the independently owned and operating, fall power, commercial and noncommercial TV statins that would remain Post-Transacton In each ‘Non-Compliant Overlap Market, specify if any ofthe noise-limited contours of the listed stations ‘do not overlap the noise-limited contours ofthe Applicants’ stations (On page 12 of the Compretensive Exhibit the Applicants state that in the Non-Compliant ‘Overlap Markets they: [Mlntend to take ations... 5 necessary to comply withthe tems ofthe Merger ‘Agreement andthe Commission’ local television ownership rules as required in order to ‘obtain FCC approval of the Transaction. To the extent that there are changes proposed changes, to the Commission’ local ownership rues that would permit acquisition of the Tribune licenses in any ofthese markets in which such ownership is currently prohbitod, tho applicants may file amendments to address such changes. To the ‘extent that divestitures may be necessary, applications will be filed upon locating appropriate buyers and signing appropriate purchase agreements” ‘The Applicants do not indicate what steps, ifany, tht they have taken so far to comply with the local television ownership rules. Describe in detail and provide documents that suppor and demonstrate what steps, ifany the Applicants have taken or plan to take 1 comply vith the lea {television ownership rues, including a complete lis of stations that would be divested to comply ‘wath 47 CAR 13-3999(b) and any attempts to market thse stations, eluding, Dut nt med 'o,contaets with sation brokers sndior potential buyers, any pans to request permission to place stations in divestiture trusts, andor any plans to seek a waiver(s) of 7 CER. § 73:3555(0). (On page 2 ofthe Comprehensive Exhibit the Applicants state that “(he Transaction will produce both operating efficiencies and economies of scale..."" Describe in detail, quantify, and provide documents that support and demonstate the operational efficiencies and economies of scale that would result from the Transaction that would not be achieved absent the Transaction, (On page 2 ofthe Comprehensive Exhibit, the Applicants state thatthe transaction wil result in _reatr audience reach hich will make Sinclair more atractve to programmers, inluding networks and syndictors, generating revenaes tht con be reinvested inthe broadcast operations in @ manner tat improves service othe public? Describe in detail, quantify, aa provide documents that support and demonstrate the expected impact ofthe greater audience reach tht would esult rom this Transaction, In patowar, demonstrate how the increased audince reach wil make Sinclair more stractve to programmers Maw "a2, on{na manner that would not cur absent approval ofthis Transaction, including, But nt limited to increased ratings on existing stations, any new or enhanced presence by Sinclair inthe DMAS where ithold licenses; changed viewer demographis forthe company overall and/or is stations in particular; and improved MVPD distbution of Sinclar stations. Describe in detail, and provide documents that support and demonstrate how Sinclar plans to reinvest the additonal revenues generated by any predicted greater audience reach and how such reinvestment will, improve service ta the public 7. Onpage? of the Comprehensive Exhibit, the Applicants tate: [T]he Transaction will make implementing ATSC 3.0 more ficient by offering economics of sale in equipment purchasing and installation services. Achieving 2 hationvide buildout is essential for television manufacturers o create asufiietly large market to jusity production of ATSC 3,0 televisions and for mobile device ‘manufacires and consumer electronics retailers to begin prodacing and selling ATSC 3.0 mobile device.” Describe in detail and provide documents that support and demonstrate spesifi examples ofthe \ypes of equipment and serviee(s) in which Applicants expect to realize the anticipated economies ‘of scale desribed inthe above quoted language and the anticipated savings they expect to _chieve that would not be achieved without the proposed merger. Deseibe in deal and provide ‘documents that support and demonstrate an explanation as to why thls Transaction “will eke implementing ATSC 3.0 more efficent by offering economies of scale in equipment purchasing snd installation services” 8. Onpage3 of the Comprehensive Exhibit, the Applicants state that “Sinclair intend to increase capital investments as wells expand news and other local coverage tothe Tribune Stations post merger." ‘4, Deseribe in deal and provide documents that support and demonstrat the capital Jnvestments that Sinclar plans to make inthe Tribune Stations Post Trancation;, ', Deseribe in detail and provide documents that support and demonstrate any specific plans that Sinolair bas made toad local programming, local newscas end: local sports at the Tribune Stations Post-Transaction; «©. Desetibe in detail and provide documents that support and demonstrat any spose plans ‘that Sinclar has made to increase coverage of state government and local government at the Tribune Stations Post Transaction; 4, Deserie in detail and provide documents tht support and demonstrate any specie plans ‘that Sinclar has made to increase or decrease the numberof investigative reporters or journalists a the Tribune tations Post-Transaction; raw. Seas.‘&.Deseribe in det and provide documents that support and demonstrate any specific plans that Sinclir has to increase and improve the amount of digital content on the Tribune Stations Post-Transction, 9. Onpage 2of the Comprehensive Exhibit, the Applicant state that Sinclair would “offer even eter valve to multi-channel video distributors.” Deseribe in deal and provide documents that support and demonstrate how the Transaction would offer greater value to MVPDS. 10. Provide a complete list and copes of all Sharing Agreements or Options to which ether Sinclar ‘or Tribune isa party in the DMA in which the Tribune Stations are located, In each case, specify the type of agreement (eg local marketing agreement, shared services agreement, et.) and the Broadcast Liensee() that is(re) also party tothe Sharing Agreement or Option. In each «ase include the term ofthe Agreement, its expiration date, andthe tems for renewal. Paar,Definitions ‘The following definitions spply only to tis Information Request. They are not intended to set or modify precedent outside the context of this document. In this Information Request, the following terms shal tha the following meanings (such meanings to be equally applicable to both the singular and plural forms ofthe terms defined): 1, "The term “FCC” means the Federal Communications Commission 2, Thoterm “Comprehensive Exhibit” refers tothe amended Comprehensive Exhibit filed ‘with the Commission on July 6, 2017 3, Theterms “and” and “oe” have both conjunctive and disjunctive meanings 4. Tho word “any” shal be construed to include the word “all” and the word “all” shal be construed t includ the word “any.” The word “each” shal be construed t include the word “every.” fd the word “every” shal be construed to include the word “each.” All words usd in the singular should be construed o ince the plural, and all words used in the plural should be construed to include the singular. 5. Therm “documents” means all computer files and writen, recorded, and eraphic materials of every kind inthe possession, custody, or conto of the Applicants, The term “documents” Includes without limitation, elecrenic corespondence, metadata, embedded, hidden and ober bibliographic or historical data describing or relating to documents created, revise, or distibuted on ‘computers ystems, and all duplicates of documents (whether or not identical) inthe files of or inthe es Iaintaied on behlf ofall director, officery manager rather mpervitory employees, duplicates of ‘documents in all other files tht are not identical duplicate ofthe originals, and duplicates of documents the orginal of which ae not inthe possession, custody, or control ofthe Applicants. The term “documents” inludes spreadsheets, as well as underying cell formulae and other codes. In adition, the term “documents inchides without limitation any amendments side eters, appendices, o attachments, ‘The term “computer files” includes without limitation information stored in, or accessible through, computer or other information rrieval systems, Ths, the Applicants should produce documents that ‘exist in machine-readable form, including documents red in personal computers, portable computers, ‘workstations, minicomputers, mainframes, servers, backup disks and tapes and archive disks and tapes, and ater forms of offline storage, whether on or off the Applicants’ premises. Electronic mail messages should also be provided, even if only available on backup or archive tapes or dsks. Computer files shall, be printed and produced in herd copy’ or produced in machino-eadable form (provided that Commission stal¥ determine prior to submission tht it would bein fomeat hat allows the Commission to use the ‘computer fils), together with instretion and all ther materials necessary to use or interpret the dats. Unless otherwise specified, the term “documents” excludes bill of lading, invoices, purchase ores, customs declarations, and ciber similar documents of purely transactional nature and also excludes frchitectural plans and enginering blueprints. Where more than one identical copy of a requested document exists, the Applicants shall only produce oe representative copy. 6. Theterm “Teibune” means Tibune Media Company, and is Subsidiaries nd Affiliates. 7. Theterms “Sinclair” or the “Company” means Sinclar Broadcast Group, In, and is Subsidiaries and ALiliates. 8 The term “Applicants” means Sinclair and Tribune. 9. The term “Transaeton” means the tansation contemplated inthe applications filed by 7‘Sinclair and Tribune, on July 6,2017 that, ifeompeted, would effectuate the sale of Tribune's broadcast subsidiaries to Sincli. 10. The term “Post-Transacion” means the period of time following closing bythe Applicants on the Transaction 11, The term “Combined Company” means the entity holding, contoling, of Having n attributable interes inthe FOC Hcenses that are curently held by, contoed by, or aeibued to Tribune and Sinclair that will suit Post-ransacton. 12, The term “Tribune Stations” means the television broadcast stations that are the subject, ofthe Transscton. 13. The term “Multichannel Video Programming Distributor” or “MVPD” means an entity, including cable operators, which is engaged in the business of making available for prchase, by subseribers or customers, multiple channels of Video Programming. 14, The term “Sharing Agreement” means: 1) any contacts or other agreements by which Sinclair or Tribune provides “time brokerage" or “local marketing” a defined in 47 CFR. § 73.3555, Note 2G) 2) any’ Joint Sales Agreements as defined in 47 CER. § 73.3585, Note 2k) to which Sinclair ‘or Tribune isa party; (3) any agreements) witha Broadcast Licensee ia which either Sinclar or Tevbune 4oes nat own an atibutabl interest, but for which either Sinclar or Tribune provides any type of pyro, personnel, maintenance, or other administrative services, inctuding but not limited to greements sled ab “shared services agreements"; and (5) any agreements for lease of facilis by Sinclair or Tribune to any Broadcast Licensee. 15, The term “Option” shall mean any agreement which grants either Sinclair or Tribune an option to purchase either the license af «broadcast station ora Broadcast License, including warrants ‘redeemable forthe purchase of equity andr voting interests in suc license. 16, The erm “Broadcast License” means any porson or entity holding or having an atvibutable interest in a Hiense from the FCC pursuant 47 US.C. § 307, er seq.Instructions |, Submit responses to Information Requests in both paper and electronic form, unless an clectroaie form is specie (eg, electonic spreadsheet). Submit responsive documents (including ‘materials containing Highly Confidential or Confidential Information) in electronic form only, unless cothervse specified. The Commission des not now require the submission of paper copies ofthese documents at this time, but eserves the right o require their submission at a ater ime, 2. The Commission acepts electronic productions loaded ont hard drives, CD-ROMs, oF DVD-ROMSs. Where the size ofthe production exceeds the capacity of single DVD-ROM, hard drives should be used asthe delivery medium, For each piece of media, e unique identi {(MEDIAID) must be provided and must be physically visible om cke exterior ofthe physical item. IF ‘the media is encrypted, supply the tool fr deryptin on or with the same media, as well as insustons for decryption. Provide te password separately. All documents produced in electronic format shall be scanned for, and free of, viruses. The Commission will turn any infected media for replacement, which may affect the timing ofthe Applicans” compliance with this Iformstion Request. The Commission doesnot accept loud file productions via email or those that reposted on ovinload sites (eg, FTP, secure serve) 3. Where naetiv response is required, identify each document relied upon to support the Applicant’ eecponse inthe narative response, 4. Documents submited i response to this Information Request that were or willbe submited both tothe Commission andthe US. Deparment of Justice most have the same Bates umber. 5. Documents must be uniquely and sequentially numbered across the entire production, ‘with an endorsement burned into each image. Each number shall be ofa consistent length, include leading zeros inthe number, and nique fr each produced page. Numbers shovld contain no more than three segments connected by a hyphen, The leading segment must be the Applicant identifier, @ mide segment identifying the custodian, and a sequential page counter with connecting hyphens (e.g, ABCCO-CEO-00000001). The numberof digits inthe rumerc portion of the format should not change in subsequets productions, nor should spaces, hyphens, or other separators be zdded or ‘deleted. Under no circumstances should Identitiation numbers contain embedded spaces, slashes (), bockslshes(), carts), underscores (), ampersands (&), hash marks (, pls signs (+), perent sign (4), dollar signs (8), exclamation marks (1), pipes (), any’ character used asa delimiter in the ‘etadst load file, or any character not allowed in Windows fle-naening convention (\J: * 2 <>] -@%, 16, Each esponsive document shall be submited in its entirety, even if ony a portion ofthat document is responsive toa request made herein. This means thatthe document shall not be eited, cut oF expunged, and shall nclde all appendices, tables, o ether attachment, and all ther documents refered to inthe document or attachments. All weiten meierils necessary to understand any document responsive to these Requests shall also be submited7. Documents writen in a language other than English must be translated into English; ‘automated or machine translations are not permitted. Submit the foreign language document with the English translation attached, 8. Foreach statoment submited in response tothe Information Request, indicate, by number and subsection, the specific request to which itis responsive 9. Foreach document submited in response tothe Information Request, identify the Person(s) from whose files the document was retrieved (Le, the custodian). Ifany document is not dated, if known, state the date on which it was prepared. If any document doesnot identify futhors) or recipients), provide, if known, the name(s) of the author(s) or evpien(s). The ‘Applicants must identity with reasonable specificity all documents provided in response to these Roques. 10, The specific requests made herein are continuing in nature. The Applicants are required to produce in the futre any and all documents and information that are rexponsive to tho requests ‘made heroin but not ntally produced. In this regard, the Applicants must supplement their responses (a) ithe Applicants learns that, in some material respec, the documents and information inialydislosed were incomplete or incorest or () if addtional responsive documents or