Sinclair-Tribune Opposition Documents

Before the
FEDERAL COMMUNICATIONS COMMISSION
Washington, DC 20554
In the Matter of )
)
Applications of Tribune Media Company )
and Sinclair Broadcast Group ) MB Docket No. 17-179
For Consent to Transfer Control of )
Licenses and Authorizations )
COMMENTS OF THE AMERICAN CIVIL LIBERTIES UNION
Faiz Shakir
National Political Director
American Civil Liberties Union
915 15°1 Street NW
Washington, D.C 20005
Jacob J. Hutt
Staff Attorney
125 Broad Street, 18th Floor
New York, New York 10004
June 19, 2018

I. Introduction
The Federal Communications Commission should deny the assignment oflicenses from
Tribune Media Company to Sinclair Broadcasting Group. Under Section 310(d) of the
Communications Act, the Commission must detennine whether a proposed license transfer will
serve the public interest, convenience, and necessity, which the Applicants for the proposed
license transfer bear the burden of proving. 1 Sinclair and Tribune have failed to meet their
burden. This proposed merger, which would create the largest television broadcasting company
in history, is anticompetitive to its core, in direct contradiction of the Commission's public
interest requirement.
Exposure to a diversity of viewpoints is a cornerstone of the First Amendment. Such
diversity is advanced by a competitive marketplace of ideas, where power is not consolidated in
the hands of a few speakers-in this case, a few television broadcasting companies. By contrast,
the proposed merger not only consolidates an unprecedented amount of market power into one
corporate entity, it does so deceptively, purporting to divest Sinclair of control over several
stations while simultaneously fanning pacts for Sinclair to operate these stations for the new
owners. The proposed merger would also violate the FCC's rules on competition in local
markets, and would have violated the FCC' s ownership cap had the Commission not reinstated
an outdated exception to the cap, just in time for Sinclair to qualify for this exception. The
consequence of such unprecedented consolidation will be a less equal playing field for local and
independent broadcasters who regularly negotiate with this media giant. As a result, consumers
of smaller broadcasters-especially those in rural, low-income, and nonwhite communities-will
bear the brunt of increased prices and more blackouts. And for consumers of any Sinclair-owned
1
47 U.S.C. §§ 2!4(a), 3!0(d).
2
station, the merger's result will be more uniform content, controlled from a distant corporate
office.
This last feature of the proposed merger-a corporate headqua1iers instructing local
stations how to report the news-is particularly concerning in Sinclair's case. Sinclair has a well-
documented practice of forcing local broadcasters to read ideological scripts, take positions on
partisan issues, and play pre-taped segments featuring talking points from White House
surrogates. Such a pattern of content control is deeply concerning, no matter where on the
ideological spectrum it falls. Overall, Sinclair has failed to explain how any public interest
benefits from its proposal outweigh the clear harms that will flow from it. The Commission
should deny this proposal.
IL Statement of Interest
The American Civil Liberties Union is a nationwide, non-profit, nonpartisan 26 U.S.C.
§ 501(c)(4) organization with nearly two million members dedicated to the constitutional
principles of liberty and equality. Since its founding in 1920, the ACLU has advocated robust
First Amendment protections through litigation and advocacy. The ACLU's interest in the
Sinclair-Tribune proposed merger derives from the First Amendment's guarantee of freedom of
expression, a guarantee designed to assure citizens a diversity of viewpoints. While the ACLU
primarily defends civil liberties against governmental imposition, it also believes that the
functions of government include responsibility for restraining private agencies from interfering
with those liberties. Thus, even ifthe government is not itself censoring particular viewpoints, it
should restrain private, monopolistic actors from blocking such ideas from the marketplace. In
light of these longstanding policies, the ACLU has an interest in ensuring that the Commission
3
does not approve the creation of a company whose size and established practices would restrict
viewpoint diversity.
III. Consolidation in the telecommunications industry hanns viewpoint diversity,

conflicting with First Amendment principles.
Viewpoint diversity has long been an animating goal of the right to speak freely. Over the
course of the twentieth century, the Supreme Court codified this value into U.S. constitutional
law. In Whitney v. California, Justice Louis Brandeis echoed the Founding Fathers' belief that
expansive, wide-ranging debate offers "protection against the dissemination of noxious
doctrine." 2 And Justice Oliver Wendell Holmes famously articulated the First Amendment's
commitment to the "free trade in ideas," noting that "the best test of truth is the power of the
thought to get itself accepted in the competition of the market." 3 By the 1960s, the Court had
forcefully articulated "a profound national commitment" to "uninhibited, robust, and wide-open"
expression of diverse viewpoints. 4
The Court's application of these principles to regulation of media industries has
confirmed that the govermnent not only can but should prevent the creation of communications
monopolies in its efforts to promote viewpoint diversity. For example, when considering
whether the Associated Press violated federal antitrust law, the Court wrote that the First
Amendment "rests on the assumption that the widest possible dissemination of information from
diverse and antagonistic sources is essential to the welfare of the public. " 5 First Amendment
2
Whitney v. California, 274 U.S. 357, 375 (1927) (Brandeis, J., concurring).
3
Abrams v. United States, 250 U.S. 616, 630 (1919) (Holmes, J., dissenting).
4
New York Times Co. v. Sullivan, 376 U.S. 254, 270 (1964).
5
Associated Press v. United States, 326 U.S. I, 20 (1945).
4
values thus support robust governmental scrutiny of attempts by private actors to repress the free
exchange of ideas. 6
The Supreme Court has extended this logic to the regulation of broadcast media. For
example, in Red Lion Broadcasting Co. v. FCC, the Comi responded to the argument that the
First Amendment prohibited the government from taking certain regulatory actions against a
radio broadcasting company by stating: "There is nothing in the First Amendment which
prevents the Government from requiring a licensee to share his frequency with others and to
conduct himself as a proxy or fiduciary with obligations to present those views and voices which
are representative of his community and which would otherwise, by necessity, be barred from the
airwaves." 7 Several decades later, in the context of television broadcasting, the Court in Turner
Broadcasting System, Inc. v. FCC stated that the "First Amendment's command that government
not impede the freedom of speech does not disable the government from taking steps to ensure
that private interests not restrict, through physical control of a critical pathway of
communication, the free flow of information and ideas." 8
Indeed, the Supreme Court has repeatedly recognized that longstanding First Amendment
values support reasonable government regulation of broadcast companies. In Columbia
Broadcasting System, Inc. v. Democratic National Committee, the Court explained that the
Telecommunication Act's mandate that the FCC "repeal or modify any regulation it determines
to be no longer in the public interest" 9 presented a "standard [that] necessarily invites reference
6
Id.
7
Red Lion Broad. Co. v. F.C.C., 395 U.S. 367, 389 (1969).
8
Turner Broad. Sys., Inc. v. F.C.C., 512 U.S. 622, 657 (1994).
9
Telecommunications Act of 1996, Pub. L. No. 104-104 § 202(h) (1996).
5
to First Amendment principles." 10 In fact, the Court has held that the very "purpose of the First
Amendment [is] to preserve an uninhibited marketplace of ideas in which truth will ultimately
prevail, rather than to countenance monopolization of that market." 11 And because "[i]t is the
right of the public to receive suitable access to social, political, esthetic, moral, and other ideas
and experiences," it necessarily follows that this "right may not constitutionally be abridged
either by Congress or by the FCC." 12 These statements from the Supreme Court support the idea
that the government should act to preserve and promote viewpoint diversity in the broadcasting
marketplace.
An uninhibited marketplace of ideas is particularly important in the television
broadcasting context, where many Americans form opinions on matters of public debate.
Television news, and specifically local television news, remains the most widely used news
platform in the country: 46 percent of U.S. adults get their news from local television, surpassing
print newspapers (20 percent) and the Internet (38 percent). 13 In other words, the stakes for the
marketplace of ideas are high. News content conveyed on local television stations, and who
controls these stations, play a critical role in detennining how our democracy functions.
IV. The proposed merger would create a television broadcast company with
unprecedented control over the marketplace, undennining broadcast localism and
viewpoint diversity.
The proposed merger runs directly contrary to the above principles. First, the proposed
merger's market reach, which has been widely documented, 14 would give Sinclair unprecedented
'°Columbia Braad. Sys., Inc. v. D.NC., 412 U.S. 94, 121-22 (1973); see also United States v. Midwest Video C01p.,
406 U.S. 649, 667-69 (1972); F.C.C. v. Nat 'l Citizens Comm.for Broad., 436 U.S. 775, 795-96 (1978).
11
Red Lion, 395 U.S. at 390.
12
Id.
13
Amy Mitchell et al., The Modern News Consumer, Pew Research Center (July 7, 2016),
http://www.joumalism.org/2016/07/07 /pathways-to-news.
14
See Comments of Allied Progress in Opposition to the Sinclair-Tribune Merger at I, 5-14, MB Docket No. 17-
179 (Nov. 2, 2017); Reply Comments in Opposition to the Merger by the Att'ys. Gen. of the States of Ill., Md.,
Mass., and R.I. at 5, MB Docket No. 17-179 (Nov. 2, 2017); Petition to Deny of American Cable Association at I, 6,
6
control over television broadcasting. It would make Sinclair the nation's largest television
broadcasting company, with its content reaching far more than the 39 percent of American
households allowed by the FCC. In the face of FCC pushback and public backlash to the
proposal, Sinclair has sought to evade this requirement by I) selling its biggest acquisitions from
Tribune, but forming agreements to operate many of these stations for their new owners, 15
keeping the details of these agreements largely hidden both from regulators and the public; 16 and
2) relying on a recently reinstated yet long discredited FCC rule-known as the UHF discount-
that allows media companies to own a greater number of stations while still falling within
ownership limits. 17 (At the time of this filing, the FCC was defending the reinstatement of this
rule against legal challenge in the D.C. Circuit. 18 ) The resulting company will either own or
operate some 200 television stations across the country, bringing Sinclair closer to what
I 0-11, 13-16, 18, MB Docket No. 17-179 (Aug. 7, 2017); Petition to Dismiss or Deny of Dish Network L.L.C. at
1-2, MB Docket No. 17-179 (Aug. 7, 2017); Comments of Free Press at 4-5, MB Docket 17-179 (Nov. 2, 2017);
Comments of the National Cable Television Cooperative (NCTC) at 6, MB Docket 17-179 (Nov. 2, 2017); Petition
to Dismiss or Deny ofNewsmax Media at 2-3, 5, MB Docket No. 17-179 (Aug. 7, 2017); Comments ofNTCA-The
Rural Broadband Association at 3-4, MB Docket l 7-179 (Nov. 2, 2017); Petition to Deny of Public Knowledge,
Common Cause, and United Church of Christ, OC Inc. at 5-6, MB Docket No. 17-179 (Aug. 7, 2017); Reply of
Public Knowledge at 5, MB Docket No. 17-179 (Aug. 29, 2017).
15
Stephen Battaglio, Sinclair Agrees to Se/123 TV Stations to Gain Approval for Tribune Deal, L.A. Times (Apr.
24, 2018), http ://www.latimes.com/business/hollywood/la-fi-ct-sinclair-tribune-20180424-story.html. The Coalition
to Save Local Media, in a letter to the Secretary of the F.C.C, calls this an "extraordinarily distorted view" of what
qualifies as a station divestiture. Letter Regarding Sinclair Amendment, Coalition to Save Local Media (Feb. 28,
2018).
16
See Letter from American Cable Association at I, MB Docket No. 17-179 (May 24, 2018) ("Earlier this week,
Sinclair submitted its most recent amendment to its proposed merger with Tribune, along with two dozen or so
divestiture applications. Yet Sinclair withheld more than 250 agreements, schedules, exhibits, and related
documents, including materials that appear to contemplate ongoing relationships between Sinclair and the parties to
whom it will putatively divest stations.").
17
See Margaret Harding McGill & John Hendel, How Trump's FCC Aided Sinclair's Expansion, Politico (Aug. 6,
2017), https://www.politico.com/story/2017/08/06/trump-fcc-sinclair-broadcast-expansion-241337; Ted Johnson,
Appeals Court Questions Why FCC Revived UHF Discount Rule, Variety (Apr. 20, 2018),
http ://variety.com/2018/politics/news/fcc-sinclair-uhf-discount-aj it-pai-120277 6761 /.
18
Free Press v. F.C.C., No. 17-1129 (D.C. Cir. filed Nov. 7, 2018).
7
company founder David Smith has aptly called "an instantaneous final consolidation of the
industry." 19
The effect of such conglomeration will be a crowding out oflocal ownership of
broadcasting stations and reduced viewpoint diversity in the television news market. First, in
multiple instances, the new company will violate the FCC's duopoly rule, under which no
broadcasting company can own more than one of the top four television stations in any local
market. In the past, the FCC has stated that "the public would be exposed to wide variety of
viewpoints if ownership of media outlets were diffused among more rather than fewer firms. " 20
The Sinclair merger would consolidate the same ownership, and the same viewpoints, among
multiple stations in the same local market.
Second, and relatedly, the merger would give Sinclair sufficient market power to drive
smaller broadcasters out of business, hitting rural consumers especially hard. With such
consolidated ownership, Sinclair will step up its "take it or leave it" retransmission offers to
small cable stations, which will result in higher prices passed on to consumers and a crowding
out of stations that do not or cannot afford to submit to strong-arm negotiating tactics. 21
Consumers of these small cable stations will also be more likely to experience blackouts. 22 This
process will disproportionately hann rural consumers, many of whom rely exclusively on small
cable stations for their television broadcasting. 23 Moreover, with a focus on large metropolitan
markets as opportunities for growth, Sinclair has offered no plans to expand local news
19
Price Colman, David Smith: Sinclair's Singular Visionmy, TVNewsCheck (Feb. 21, 2014),
http://www.tvnewscheck.com/article/74 320/david-smith-sinclairs-singular-visionary.
20
Allied Progress Comments at 15, quoting In Re Echo Star Commc'ns Corp., 17 F.C.C. Red. 20,559 20,581
(2002).
21
NCTC Comments at 4.
22
Petition to Deny ofNTCA at 6, MB Docket No. 17-179 (Aug. 7, 2017).
23
The Rural Broadcasting Association reports that many small cable stations-multichannel video programming
distributors, or "MVPDs"-provide rural consumers' only access to television broadcasts, as they cannot receive
any over-the-air signals due to their location. Id. at 6.
8
coverage. 24 Fewer small, independent broadcasters means fewer voices with a dedicated
connection to covering local community issues.
If Sinclair's evasive tactics in meeting the FCC's loosened restrictions are successful, the
resulting merger will create the largest television broadcasting company in history. In violation
of historical FCC principles, this company will exercise monopoly-like control of the market.
V. The proposed merger would be especially hannful to viewpoint diversity given

Sinclair's track record of forcing local stations to run or omit ideological content.
Apart from the general concern with a broadcasting company of this size, there are
compelling reasons specific to Sinclair Media to deny this proposal. In particular, there is
extensive evidence of Sinclair's ideological control of local news broadcasters' content.
Examples include:
In 2004, Sinclair removed an edition of ABC News' Nightline from local affiliates
because it claimed the edition, which would have read the names of troops killed in
Iraq, was intended to hurt President Bush. 25
After 9/11, the company required station anchors, including weather forecasters, to
read editorials explicitly supporting the Bush administration's "War on Terror." 26
Sinclair produced and aired two infomercials coinciding with the 2010 and 2012
elections that accused President Obama ofraising campaign money from Hamas. 27
24
Free Press Comments at 6-7. For a discussion of the proposed merger's likely impact on rural consumers, see
Comments ofNTCA-The Rural Broadband Association.
25
Partisan Pablum: How Sinclair's Political Agenda Threats the Quality Local Journalism Consumers Trust, Allied
Progress 6 (2017), https://www.scribd.com/document/35 64 7 6829/Partisan-Pablum-How-Sinclair-s-Political-
Agenda-Threatens-the-Quality-Local-Joumalism-Consumers-Trust.
26
Allied Progress Comments at 17.
27
Partisan Pablum, 9.
9
A Sinclair-owned local broadcasting station in Seattle was given an "unusual request"
to report on the purported recruiting of paid protestors at President Trump's 2017
inauguration, a story that was later proven false. 28
Under Sinclair's "Central Casting" initiative, newscasters at Sinclair-owned
television broadcasting stations nationwide are required to read a script which
laments "one-sided news stories plaguing our country" and the "sharing of biased and
false news," echoing President Trump's criticism of"fake news." 29
As many as nine times a week, Sinclair features a "must-run" segment on its local
stations across the country entitled "Bottom Line With Boris," a brief, pro-Trump
message from fonner Trump White House official and media surrogate Boris
Epshteyn. 30 A veteran broadcaster of the Baltimore Sun calls Epshteyn' s segments
"as close to classic propaganda as anything I have seen in broadcasting television in
the last 30 years." 31
While such political content may be common on national cable news stations, such as
Fox News and MSNBC, local news stations typically avoid opinion punditry on divisive,
national politics and emphasize local current events, building community trust in their
reporting. 32 In cases where local stations use their discretion to cover political topics, they do so
in response to local interest in these topics-not in response to marching orders from a national
28
29
Melanie Schmitz, Local TV Forced to Denounce 'One-Sided News' by America's Largest Media Company,
ThinkProgress (Mar. 30, 2018), https://thinkprogress.org/sinclair-forces-reporters-to-read-script-about-fake-news-
63ae6fcea30e/.
30
Hadas Gold, Sinclair Increases 'Must-Run' Boris Epshteyn Segments, Politico (Jul. 10, 2017),
https://www.politico.com/blogs/on-media/20 I 710711O/boris-epshteyn-sinclair-broadcasting-240359.
31
David Zurawik, Sinclair Taking Perilous Political Path With Boris Epshteyn, Baltimore Sun (Jul. 14, 2017),
http://www.baltimoresun.com/entertainment/tv/z-on-tv-blog/bs-fe-zontv-sinclair-epshteyn-20 I 70711-story.html.
32
10
corporate headquarters. This reflects longstanding FCC policy favoring broadcast licenses that
relate "to the principal community or other political subdivision which it primarily serves." 33 A
top-down requirement that local stations run ideological content detached from local interests
runs against this principle.
It is worth emphasizing that the specific, political ideology Sinclair promotes is
immaterial to the problem of a national broadcasting company mandating content for local
stations. 34 While the similarity between White House talking points and Sinclair's mandated
content is concerning, Sinclair's must-run practices would be equally troubling ifthe required
content reflected a different political ideology. The fact that commenters from across the political
spectrum have opposed the merger demonstrates that Sinclair's content control is a general
problem, not one specific to its conservative politics. 35
VI. The proposed merger would have negative racial justice implications, based on the
disproportionate rate at which people of color rely on local news, on Sinclair's history
of airing racially offensive commentary, and on decreased opportunities for minority-
owned outlets.
In addition to these broad issues at stake in media conglomeration, the Sinclair merger's
impact on local news would disproportionately affect communities of color in at least three
ways. First, these communities rely heavily on local news. According to a Pew Research Center
study, 41 percent of nonwhite consumers often get news from local television, compared to 35
33
See 47 C.F.R. § 73.1120. See also Petition of Public Knowledge et al. at 3-5.
34
John Nichols, The Real Problem With Sinclair, The Nation (Apr. 2, 2018), https://www.thenation.com/article/the-
real-problem-with-sinclair/ ("The mistake that many pundits and partisans will make is to imagine that the
controversy regarding Sinclair has to do with conservatism versus liberalism.... The real problem is with the
amplification of [political] messaging by a media conglomerate that is now the largest owner and operator of local
television stations nationwide.").
35
See, e.g., Petition ofNewsmax Media (petition in opposition to Sinclair 1nerger from conservative ne\vs
commentator); Petition of BM ore Indivisible, MB Docket No. 17-179 (Nov. 2, 2017) (petition in opposition to
Sinclair merger from group "dedicated to protecting our communities and our values by resisting the Trump agenda"
(https ://indivisiblebaltimore. org/)).
11
36
percent of white consumers. In some cities, the gap is greater: 60 percent of Hispanic
consumers in Denver, CO follow local and neighborhood news compared with 43 percent of
their white neighbors, and 70 percent of Black consumers in Macon, GA follow local and
neighborhood news compared with 43 percent of white consumers. 37 This disparity suggests that
people of color rely more heavily on local news and are therefore likely to be disprop01iionately
affected by any manipulation oflocal news media. Given clear evidence of Sinclair's willingness
to tinker with content presented by local news media, communities of color are especially likely
to be affected by Sinclair's actions.
Second, Sinclair has not shied away from airing content that is disparaging towards
minority groups. As a coalition of civil rights organizations wrote in a letter to FCC Chai1man
Ajit Pai, Sinclair's must-run stories have regularly included racist content, such as the must-run
segment "Terrorism Alert Desk," which "has repeatedly targeted Muslim-Americans and
conflated Islam with terror." 38 In 2010, Sinclair aired the documentary, Breaking Point: 25
Minutes That Will Change America, which suggested that Barack Obama had once said in a
speech, "You want freedom? You're gonna have to kill some crackers! You're gonna have to kill
some of those babies." 39 It has also featured on its "must-run" segments fonner presidential
36
Fewer Americans Rely on TV News; What Type They Watch Varies By Who They Are, Pew Research Center (Jan.
5, 2018), http://www.pewresearch.org/fact-tank/2018/01/05/fewer-americans-rely-on-tv-news-what-type-they-
watch-varies-by-who-they-are/.
37
Local News in a Digital Age, Pew Research Center (Mar. 5, 2015), http://www.joumalism.org/2015/03/05/local-
news-in-a-digital-age/.
38
Letter Regarding Proposed Sinclair-Tribune Merger, Latino Victory Fund Coalition (2017),
https://savelocalmedia.com/files/2017-08-28-lvp-coalition-letter. pdf.
39
Michael Harriot, Trump's Favorite News Outlet Is Not Who You Think ... and You Should Be Worried, The Root
(Aug. 3, 2017), https://www.theroot.com/trumps-favorite-news-outlet-is-not-who-you-think-and-17974 79368.
12
adviser Sebastian Gorka, who notoriously warned on a Sinclair-produced town hall event that
"black Africans" were "murdering each other by the bushel" in Chicago. 40
Third, the proposed merger would fail to advance the FCC's longstanding goal of
adequately representing minorities in broadcast ownership. Since 1978, the FCC has recognized
that inadequate representation in minority broadcast ownership is "detrimental not only to the
minority audience but to all of the viewing and listening public." 41 And as recently as 2016, a
federal appeals court reaffinned the FCC's "statutory obligation to promote minority and female
broadcast ownership."42 Greater consolidation of the television broadcasting industry will make
it more difficult for new licensees to enter this industry. 43 Sinclair's acquisition of Tribune Media
only serves to consolidate the industry further, without taking meaningful steps to diversify an
already racially stratified market.
VII. Conclusion: The FCC should deny the proposed Sinclair-Tribune merger.
The combination of Sinclair's overwhelmingly dominant market share and its existing
practices of mandating ideological content for local television newscasters make the proposed
merger a dangerous one for viewpoint diversity in television news broadcasting. The proposed
merger's racial justice implications are similarly concerning. For these reasons, the FCC should
deny the proposed Sinclair-Tribune merger.
* * *
40
Rebecca Savransky, Gorka: 'B/ackAji-icans' Are Murdering Each Other 'By the Bushel', The Hill (Oct. 24,
20 I 7), http://thehill.com/homenews/news/3 568 67-gorka-black-africans-murdering-each-other-by-the-bushel.
41
Statement ofPolicy on Minority Ownership a/Broadcasting Facilities, 68 F.C.C. 2d 979, 980-81 (1978).
42
Prometheus Radio Project v. F.C.C., 824 F.3d 33, 40 (3d Cir. 2016).
43
Declaration of Alex Nogales, National Hispanic Media Coalition, in Declarations in Support of Supplemental
Brief for Petitioners at 13, Free Press v. F. C.C., No. 17-1129 (D.C. Cir. 2018) ("When local television stations are
owned by a small number of large corporations such as Sinclair, it makes it more difficult for Latinos to find jobs in
the television industry as producers, writers, actors, journalists and editors, and to beco1ne owners of television
stations.").
13
In accordance with the Commission's rules, we will file a copy of this letter
electronically in the docket listed above.
Sincerely,
Paiz Shakir
National Political Director
American Civil Libe1iies Union
915 15t11 Street NW
Washington, D.C 20005
Staff Attorney
125 Broad Street, 18th Floor
New York, New York 10004
14
Before the
In the Matter of )
)
Applications of Tribune Media Company and )
Sinclair Broadcast Group ) MB Docket No. 17-179
For Consent to Transfer Control of Licenses )
and Authorizations )
)
)
PETITION TO DENY OF CINEMOI, HERNDON-RESTON INDIVISIBLE,

INTERNATIONAL CINEMATOGRAPHERS GUILD, LATINO VICTORY PROJECT,
NATIONAL ASSOCIATION OF BROADCAST EMPLOYEES AND TECHNICIANS –
CWA, NTCA – THE RURAL BROADBAND ASSOCIATION, PUBLIC KNOWLEDGE,
RIDE TELEVISION NETWORK, AND SPORTS FANS COALITION
Pursuant to Sections 309(d) and 310(d) of the Communications Act of 1934, as amended,
and on behalf of independent programmers, television and film workers, viewers, and consumers
from across the political spectrum,1 Cinemoi, Herndon-Reston Indivisible, International
Cinematographers Guild, Latino Victory Project, National Association of Broadcast Employees
and Technicians – CWA, NTCA – The Rural Broadband Association, Public Knowledge, RIDE
1
The signees of this Petition to Deny are parties in interest who each will suffer concrete, particularized
harms as a direct result of the merger of Sinclair and Tribune. As has been well established on the record,
independent programmers will be injured by Sinclair’s increased leverage to demand capacity and higher carriage
fees for its affiliated cable networks, multicast broadcast signals, and ATSC 3.0 broadcast signals, which will have
the effect of crowding out independent networks in MVPDs’ channel lineups and squeezing licensing fees for such
networks. See, e.g., Comments of Cinemoi, RIDE Television Network, AWE – A Wealth of Entertainment,
MAVTV Motor Sports Network, One America News Network, TheBlaze, and Eleven Sports Network, MB Docket
No. 17-179 at 4, 9-10 (Aug. 7, 2017) (“August 2017 Independent Programmer Comments”). Consumers and
viewers will also be injured by the loss of localism and diversity and by the immediate material increases to their
cable bills as a result of Sinclair’s planned retransmission consent “step-ups.” See, e.g., id. at 4, 7-9, 11-13. And
MVPDs and their customers would also be harmed by the higher retransmission consent fees. See, e.g., Petition to
Dismiss or Deny of DISH Network L.L.C., MB Docket No. 17-179, at 14-45 (Aug. 7, 2017) (“August 2017 DISH
Petition to Dismiss or Deny”); Petition to Deny of American Cable Association, MB Docket No. 17-179, at 10-20
(Aug. 7, 2017) (“August 2017 ACA Petition to Deny”).
Television Network, and Sports Fans Coalition2 respectfully submit this Petition to Deny the
original and amended license assignment applications filed by Sinclair Broadcast Group
(“Sinclair”) and Tribune Media Company (“Tribune,” and together, the “Applicants”).3
I. INTRODUCTION
After numerous filings, withdrawals, and re-filings, the Applicants have, with their most
recent submission, once more put forth a series of sham divestitures that would skirt the
Commission’s rules while giving the combined company outsized local and national market
shares. This would lead to higher prices for consumers, fewer carriage opportunities for
independent programmers, and a loss of localism and viewpoint diversity.
As an initial matter, it simply makes no sense for the Commission to rule on the
transaction when the rules of the road on broadcast ownership may be fundamentally altered in
the coming months. Rather, the better course – and the one that would be more transparent to all
interested parties and American consumers – would be to defer consideration of the transaction
until after the D.C. Circuit rules on the legality of the Commission’s April 2017 reinstatement of
the UHF discount and the Commission completes its review of the national ownership limit.4 To
2
The signees are also each members of the Coalition to Save Local Media (“Coalition”). This filing is on
behalf of the signees in their individual capacities and not on behalf of the Coalition.
3
See Media Bureau Establishes Consolidated Pleading Cycle for Amendments to the June 26, 2017,
Applications to Transfer Control of Tribune Media Company to Sinclair Broadcast Group, Inc., Related New
Divestiture Applications, and Top-Four Showings in Two Markets, Public Notice, DA 18-530 (May 21, 2018)
(“May 21 Public Notice”); see also Applications of Tribune Media Company and Sinclair Broadcast Group for
Consent to Transfer Control of Licenses and Authorizations, Comprehensive Exhibit, MB Docket No. 17-179 (June
26, 2017).
4
Likewise, dozens of Members of Congress have urged Chairman Pai to stay consideration of the
Transaction until the D.C. Circuit has ruled on the UHF discount. See, e.g., Letter from Hon. Bill Nelson et al., to
Ajit Pai, Chairman, FCC, at 1 (Apr. 26, 2018) (requesting that the agency “not approve any pending transfers of
control of broadcast licenses as part of proposed mergers or acquisitions” “until the agency has conducted and
completed a holistic look at the state of broadcasting and the media and waited for a ruling from the U.S. Court of
Appeals for the D.C. Circuit.”); Letter from Hon. Tony Cárdenas et al., to Ajit Pai, Chairman, FCC, at 2 (June 13,
2018) (“Due process is important . . . should the D.C. Circuit rule against the FCC, the Sinclair-Tribune merger
would be unlawful.”).
-2-
the extent that the Commission adopts a new ownership cap, the Commission should not
grandfather pending transactions. Moreover, if the Commission decides to rule on the
transaction as currently structured, it should reject the transaction, since it would result in
substantial consumer and other marketplace harms and disserve the public interest.5
II. THE COMMISSION SHOULD DENY THE APPLICATIONS
Under Section 310(d) of the Communications Act, the Commission must determine
whether the assignment of licenses from Tribune to Sinclair will serve the public interest,
convenience, and necessity.6 As detailed below, the Applicants have not come close to making
the required showing to satisfy the public interest standard. The transaction will cause
substantial public interest harms, and the Applicants’ proposed divestiture plan will not
ameliorate those harms or otherwise advance the public interest.
The proposed transaction would create an industry behemoth, with more than 200
stations in 102 markets reaching over 60 percent of all households nationwide (even without
5
In the alternative, should the Commission determine that a “substantial and material question of fact” still
exists, it must formally designate the Applications for hearing. 47 U.S.C. § 309(e); Application of EchoStar
Communications Corporation, (a Nevada Corporation), General Motors Corporation, and Hughes Electronics
Corporation (Delaware Corporations) (Transferors) and EchoStar Communications Corporation (a Delaware
Corporation) (Transferee), Hearing Designation Order, 17 FCC Rcd. 20559 ¶ 289 (2002) (“EchoStar HDO”)
(designating the transaction for a hearing after finding that “Applicants have failed to demonstrate that the proposed
transaction would not cause anticompetitive and other harms, and have failed to demonstrate that the potential public
interest benefits resulting from the transaction would outweigh those harms”).
6
The Commission makes this determination by conducting a three-part inquiry. Applications of Level 3
Communications, Inc. and CenturyLink, Inc. For Consent to Transfer Control of Licenses and Authorizations,
Memorandum Opinion and Order, 32 FCC Rcd. 9581 ¶¶ 8-11 (2017). First, the Commission must “assess[] whether
the proposed transaction complies with the specific provisions of the Act, other applicable statutes, and the
Commission’s rules.” Id. ¶ 8. Only if the proposed transaction does not violate a statute or rule will the
Commission consider the second step of the inquiry: “whether the transaction could result in public interest harms
by substantially frustrating or impairing the objectives or implementation of the Act or related statutes.” Id. ¶ 9.
The Commission next “considers a transaction’s public interest benefits . . . with the applicants bearing the burden
of proving those benefits by a preponderance of the evidence.” Id. ¶ 10. “[I]f the Commission is able to find that
narrowly tailored, transaction-specific considerations are able to ameliorate any public interest harms and the
transaction is in the public interest, it may approve the transaction as so conditioned. In contrast, if the Commission
is unable to find that a proposed transaction even with such conditions serves the public interest or if the record
presents a substantial and material question of fact, then it must designate the application for hearing.” Id. ¶ 11; 47
U.S.C. § 309(f); see also EchoStar HDO ¶ 289.
-3-
counting the sham “divestitures” described below), including stations in many of the major
markets.7 The record already compiled in this proceeding has amply demonstrated that the
transaction would result in higher retransmission consent fees, which will get passed on to
consumers in the form of higher subscription fees; fewer carriage opportunities for independent
programmers because the combined company will be able to use its substantial size and scope to
demand increased carriage and higher fees for its affiliated content, crowding out carriage
opportunities for competing programming; and reduced localism and diversity given Sinclair’s
well-established track record of forcing its local broadcast stations to carry its “must-run”
content and cutting local newsroom staff.
A. Applicants’ Proposed Divestitures Are Shams.
The Applicants have, time and again, tried to address concerns about the proposed
transaction by proposing various “divestitures.”8 As commenters pointed out, these proposed
divestitures were shams, since they gave Sinclair the ability to continue managing the stations
involved and also gave it the option of repurchasing the stations at a later time. Applicants’
latest plan is more of the same. Applicants pledge to divest six stations to comply with local and
national ownership rules, yet Sinclair retains the option to repurchase each of these stations, and
Sinclair has simultaneously entered into various services agreements, allowing Sinclair to
effectively exercise control of these stations.9
7
See Austen Hufford, Sinclair to Raise $1.5 Billion by Selling Stations, Wall St. J., May 9, 2018,
https://www.wsj.com/articles/sinclair-to-raise-1-5-billion-from-station-divestitures-1525874141.
8
See May 21 Public Notice n.2 (describing Sinclair’s series of filed but withdrawn sets of divestiture
applications); Letter from Ross J. Lieberman, Senior Vice President of Government Affairs, American Cable
Association, to Marlene H. Dortch, Secretary, FCC, MB Docket No. 17-179, at 2 (May 24, 2018) (“May 24 ACA
Letter”) (“[I]t has taken Sinclair nearly a year—and no fewer than four major amendments—to reveal which stations
it proposes to divest, the parties who seek to acquire them, and the terms on which it proposes to do so. Indeed,
Sinclair has still not provided this basic information with respect to the duopoly that it hopes to create in St. Louis.
Rather, Sinclair promises to provide this information at a later date.”).
9
See File No. BALCDT-20180227ABD (selling WGN-TV to David D. Smith’s business associate Steven B.
Fader); File Nos. BALCDT-20180427ABL and BALCDT-20180427ABM (selling KDAF and KIAH to
-4-
To make matters worse, Applicants’ proposed sales are to a number of traditional Sinclair
sidecar entities on highly favorable, non-market terms. Chicago’s WGN-TV will be sold to
Steven B. Fader, a business partner of Sinclair Executive Chairman David D. Smith in Atlantic
Automotive Corp., who has no apparent broadcast or media experience.10 Dallas’s KDAF and
Houston’s KIAH will be sold to Cunningham Broadcasting, which had been owned by David D.
Smith’s mother, Carolyn Cunningham Smith, and is now owned by Michael Anderson, formerly
the sole trustee of Carolyn Smith’s trust, with David D. Smith and his brothers – the controlling
shareholders of Sinclair – holding non-voting shares in the company.11 Not only does Sinclair
retain an option to repurchase KDAF and KIAH from Cunningham, but David Smith and his
brothers hold options to purchase the whole of Cunningham itself at below market prices and
terms.12 Likewise, Oklahoma City’s KAUT-TV, Seattle’s KUNS-TV, and Salt Lake City’s
KMYU will be sold to Howard Stirk Holdings (“HSH”), whose owner, Armstrong Williams,
recently said of the purchase: “I know I got a good deal. . . . That’s what happens when you’ve
had a partnership and a relationship for 25 years . . . sometimes you get prices that nobody else
can get.”13 Indeed, analysts have said HSH bought the stations at discounts of anywhere from
Cunningham Broadcasting subsidiaries); File Nos. BALCDT-20180426ABP, BALCDT-20180426ABR, and

BALCDT-20180426ABQ (selling KAUT-TV, KUNS-TV, and KMYU to Howard Stirk Holdings).
10
See, e.g., Joe Flint & John McKinnon, Sinclair Faces Federal Resistance Over Proposed Purchase of
Tribune Media, Wall St. J., Apr. 10, 2018, https://www.wsj.com/articles/sinclair-faces-fcc-resistance-over-tribune-
purchase-1523387359; Holden Willen, Sinclair CEO Expects Decision Soon on Long-Awaited Tribune Acquisition,
Balt. Bus. J., June 7, 2018, https://www.bizjournals.com/baltimore/news/2018/06/07/sinclair-ceo-expects-decision-
soon-on-long-awaited.html (noting the sale to Fader is a “controversial move”).
11
See File Nos. BTCCDT-20130226/AFW/AFX/AFY/AFZ/AGC/AGD/AGE; BTCCDT-
20150206ACP/ACQ/ACR/ACS; and BALCDT-20171211ACN.
12
See id.
13
Jason Schwartz, Armstrong Williams Got ‘Sweetheart’ Deal from Sinclair, Politico, June 13, 2018,
https://www.politico.com/story/2018/06/13/sinclair-broadcasting-armstrong-williams-642997. Although the
Commission does not traditionally examine the purchase price of a station sale, it will “consider such matters where
it appears from other facts that the arrangement may not have been an arms-length transaction between the parties.”
Edwin L. Edwards, Sr. (Transferor) and Carolyn C. Smith (Transferee) For Consent to the Transfer of Control of
Glencairn, Ltd., Memorandum Opinion and Order and Notice of Apparent Liability, 16 FCC Rcd. 22236 ¶¶ 20, 26
(2001) (“Glencairn Order”) (finding that petitioners had “set forth specific allegations of fact sufficient to show that
-5-
$10 million to $55 million and that the WGN-TV price tag was “very low.”14 Likewise, the
Cunningham purchase price is curiously low for two stations located in top-10 DMAs, and, in
any event, those $60 million will be moving from one Smith family pocket to another. Allowing
Sinclair to circumvent the rules in this manner will make a mockery of the public interest
standard and decades of Commission precedent.
Moreover, it is likely that these disclosed sweetheart deals are only the tip of the iceberg.
As detailed in American Cable Association’s May 24 Letter, “Sinclair withheld more than 250
agreements, schedules, exhibits, and related documents, including materials that appear to
contemplate ongoing relationships between Sinclair and the parties to whom it will putatively
divest stations.”15
The appropriate standard for the Commission to follow in evaluating these proposed
divestitures is clear and is one that has been advocated by commenters for months.16 Unless the
Applicants commit to fully divesting the stations, without any accompanying service agreements
or repurchase options, then the Commission must reject Applicants’ divestiture plan. This is the
certain of the current transactions in this proceeding have resulted in Sinclair exercising de facto control over
[Cunningham Broadcasting, then doing business as Glencairn] in violation of Section 310(d) of the Communications
Act”). In the Glencairn Order, the Commission concluded that that “a reasonable businessman” would not have
agreed to the transactions orchestrated by Sinclair. See id. ¶ 26. The Commission should make the same inquiries
into the apparently less-than-arms-length Fader, HSH, and Cunningham deals, including the prices of Sinclair’s
repurchase options.
14
https://www.politico.com/story/2018/06/13/sinclair-broadcasting-armstrong-williams-642997.
15
May 24 ACA Letter at 1.
16
See, e.g., Letter from Charles P. Herring, President, AWE – A Wealth of Entertainment, et al., to Marlene
H. Dortch, Secretary, FCC, MB Docket No. 17-179, at 2 (Feb. 28, 2018) (“February 28 Members of the Coalition to
Save Local Media Letter”); Letter from John Simpson, Consultant to Newsmax Media, to Marlene H. Dortch,
Secretary, FCC, MB Docket Nos. 17-179 (Feb. 28, 2018) (“February 28 Newsmax Letter”); May 24 ACA Letter at
4.
-6-
approach the Department of Justice has followed in prior broadcast-related transactions,
including the 2016 Nexstar-Media General and 2014 Sinclair-Allbritton transactions.17
B. Applicants’ Duopoly Waiver Requests Further Underscore Why The

Transaction Should Be Rejected.
In establishing a process for duopoly waivers, the Commission expressly invited parties
to raise concerns about the impact of the proposed waiver on retransmission consent fees “in the
context of a specific proposed transaction if such issues are relevant to the particular market,
stations, or transaction.”18 As detailed at length on the record in this proceeding, the Applicants’
requests, if granted, would give Sinclair unprecedented leverage in retransmission consent
negotiations to demand higher fees and broader carriage for its content,19 to the detriment of
consumers and independent programmers.20
17
See, e.g., Final Judgment at 16, United States v. Nexstar Broad. Grp., Inc., No. 1:16-cv-01772-JDB
(D.D.C. Nov. 16, 2016) (“Defendants may not (1) reacquire any part of the Divestiture Assets, (2) acquire any
option to reacquire any part of the Divestiture Assets or to assign the Divestiture Assets to any other person, (3) enter
into any local marketing agreement, joint sales agreement, other cooperative selling arrangement, or shared services
agreement, or conduct other business negotiations jointly with the Acquirers with respect to the Divestiture Assets,
or (4) provide financing or guarantees of financing with respect to the Divestiture Assets, during the term of this
Final Judgment.”); Final Judgment at 15-16, United States v. Gray Television, Inc., No. 1:15-cv-02232-RC (D.D.C.
Mar. 3, 2016) (using the same language); Final Judgment at 14, United States v. Sinclair Broad. Grp., Inc., No. 1:14-
cv-01186-TSC (D.D.C. Nov. 25, 2014) (using substantially similar language).
18
2014 Quadrennial Regulatory Review – Review of the Commission’s Broadcast Ownership Rules and
Other Rules Adopted Pursuant to Section 202 of the Telecommunications Act of 1996, Order on Reconsideration and
Notice of Proposed Rulemaking, 32 FCC Rcd. 9802 ¶ 82 n.239 (2017).
19
See, e.g., August 2017 DISH Petition to Dismiss or Deny at 14-45; August 2017 ACA Petition to Deny at
10-20; Petition to Deny of Competitive Carriers Association, MB Docket No. 17-179, at 21-25 (Aug. 7, 2017);
Petition to Deny of Public Knowledge, Common Cause, and United Church of Christ, OC Inc., MB Docket No. 17-
179, at 7-9 (Aug. 7, 2017); Petition to Deny of Free Press, MB Docket No. 17-179, at 31-36 (Aug. 7, 2017);
Comments of the American Television Alliance, MB Docket No. 17-179, at 1-10 (Aug. 7, 2017).
20
See, e.g., August 2017 Independent Programmer Comments at 4, 7-13. Even other broadcasters are
concerned about the retransmission consent market share of Sinclair. See, e.g., Letter from Pete Iacobelli, Chief
Executive Officer, Heritage Broadcasting of Michigan, to Jessica Rosenworcel, Commissioner, FCC, MB Docket
No. 17-179, at 1 (Apr. 10, 2018) (“If Sinclair is allowed to own affiliates unbridled across the United States, this will
provide them with majority market share of satellite and cable operators retransmission revenue garnering a
disproportionate share of this revenue regardless of their ratings. This means other broadcasters will not have an
equal playing field to receive their share of retransmission revenue.”).
-7-
MVPDs will have to pay more to carry Sinclair-owned broadcast stations and cable
networks, ultimately driving up rates for MVPD customers. And independent programmers are
also harmed by this market dynamic, as MVPD resources that could otherwise be used for
independent programming are spent on Sinclair.21 Sinclair’s increased leverage would put
downward pressure on licensing fees for sellers of programming to the combined company, as
well, including many small and minority-owned production companies that sell content in
syndication.22
Aside from demanding higher carriage fees, Sinclair will have the leverage to demand
greater carriage for its affiliated cable networks, multicast broadcast signals, and planned ATSC
3.0 broadcast signals.23 This would consume MVPD bandwidth that could otherwise be used for
independent programming. Consumers would ultimately pay the price, as they would be offered
less diverse content at higher rates.
The Applicants’ public response to the Media Bureau’s May 21 Information Request only
serves to reinforce the severity and immediacy of these harms should the top-four waivers and
sham “divestitures” be approved. The Applicants’ data shows that retransmission consent rates
21
Independent programmers have described these harms in depth on the record. See generally August 2017
Independent Programmer Comments; Petition to Dismiss or Deny of Newsmax Media, MB Docket No. 17-179
(Aug. 7, 2017); Letter from John Simpson, Hope Beckham Inc., Consultant to Newsmax Media, to Marlene H.
Dortch, Secretary, FCC, MB Docket Nos. 17-179 et al. (Sept. 29, 2017); Letter from Michael Fletcher, Chief
Executive Officer, RIDE Television Network, to Ajit v. Pai, Chairman, FCC, MB Docket No. 17-179 (Nov. 2,
2017); Comments of RIDE Television Network, AWE – A Wealth of Entertainment, One America News Network,
Cinemoi, and TheBlaze, MB Docket No. 17-179 (Nov. 2, 2017); Letter from Brian Thorn, Strategic Research
Associate – Communications Workers of America, Coalition to Save Local Media, to Marlene H. Dortch, Secretary,
FCC, MB Docket No. 17-179 (Feb. 2, 2018); February 28 Members of the Coalition to Save Local Media Letter;
February 28 Newsmax Letter.
22
Id.
23
See also August 2017 Independent Programmer Comments at 10 (discussing independent programmer
complaints regarding Sinclair’s practice of coercing MVPDs to expand carriage of Sinclair-affiliated networks, even
under its existing leverage).
-8-
in the Indianapolis and St. Louis markets have already skyrocketed,24 and that the stations
involved in the proposed duopolies have been leading beneficiaries of these higher fees.25 These
historical shares do not take into account retransmission consent contract step-ups that Sinclair
has said it will impose for the acquired stations, which will cause retransmission consent rates to
rise even higher.26 And Sinclair’s history of flouting the Commission’s retransmission consent
rules, among other violations,27 should make the Commission particularly wary of granting the
waiver requests.
24
Letter from Miles S. Mason, Pillsbury Winthrop Shaw Pittman LLP, Counsel for Sinclair Broadcast Group,
Inc., to Marlene H. Dortch, Secretary, FCC, MB Docket No. 17-179, at 4, 11 (May 29, 2018) (“May 29 Information
Request Response”). Over the past four years, total retransmission consent revenues in the Indianapolis DMA
increased by nearly 113 percent (from $37.7 million in 2014 to $80.2 million in 2017). Id. at 4. Over the same
period, retrans revenues increased 73 percent in the St. Louis DMA (from $48 million in 2014 to $83 million in
2017). Id. at 11.
25
From 2015 to 2017, the two stations to be owned by Sinclair in its proposed Indianapolis duopoly – CBS
affiliate WTTV and Fox affiliate WXIN – accounted for nearly half (between 45.7 and 47.2 percent) of total
retransmission consent revenue in the entire Indianapolis DMA, which includes ten other broadcast stations. Id. at
5-9. Likewise, the combined retransmission consent revenue of the proposed St. Louis duopoly of Fox affiliate
KTVI and ABC affiliate KDNL accounted for between 44.6 and 34.5 percent of the total retransmission consent
revenue in the St. Louis market over this same period – in a market that includes 13 other stations. Id. at 13-18.
26
Sinclair Broadcast Group Investor Presentation at 7 (May 8, 2017); see also, e.g., August 2017 DISH
Petition to Dismiss or Deny at 34-35. For example, the data included in Sinclair’s public Information Request
response makes clear that KDNL, the only top-four station Sinclair currently owns in the two markets in question,
has the highest retransmission consent fees in the St. Louis market by a significant margin. KDNL alone has
accounted for nearly one-third of the entire retransmission consent revenue collected in the St. Louis market from
2014 to 2017. May 29 Information Request Response at 13-18.
27
See Sinclair Broadcast Group, Inc., Order, 31 FCC Rcd. 8576 ¶ 4 (MB 2016) (finding Sinclair liable for
breach of a broadcaster’s good faith negotiation obligation for leading prohibited joint retransmission consent
negotiations for “36 Non-Sinclair Stations with which it has JSAs, LMAs, or SSAs, concurrently with its negotiation
for retransmission consent of at least one Sinclair Station in the same local market”); see also Letter from Rick
Chessen, Chief Legal Officer, Senior Vice President, Legal & Regulatory Affairs, NCTA – The Internet &
Television Association, to Marlene H. Dortch, Secretary, FCC, MB Docket No. 17-179, at 2 (Feb. 27, 2018)
(“Sinclair’s demonstrated willingness to use sidecar agreements to unlawfully engage in joint retransmission consent
negotiations warrants a careful review of the proposed services agreements to ensure that they contain safeguards
sufficient to prevent the recurrence of this unlawful conduct.”); May 24 ACA Letter at 4 (“If the services provided
would in some way permit Sinclair to engage in joint retransmission consent negotiations with such parties—or even
for the parties to exchange data or information related to retransmission consent—they would increase the already
considerable harm the transaction will cause.”).
-9-
III. CONCLUSION
For all of the reasons above, the Commission must reject the transaction.
Respectfully submitted,
/s/
Daphna Edwards Ziman Howard M. Weiss

President Member
Cinemoi Herndon-Reston Indivisible
6380 Wilshire Blvd. Suite 910 3061 Mt. Vernon Ave., #N405
Los Angeles, CA 90048 Alexandria, VA 22305
Dave Twedell Cristobal J. Alex

Business Representative President
International Cinematographers Guild Latino Victory Project
7755 Sunset Blvd. 700 14th Street NW
Los Angeles, CA 90046 Washington, DC 20005
Charlie Braico Jill Canfield

President Vice President, Legal & Industry Assistant
National Association of Broadcast General Counsel
Employees and Technicians – CWA NTCA – The Rural Broadband Association
501 3rd Street NW 4121 Wilson Boulevard, Suite 1000
Washington, DC 20001 Arlington, VA 22203
Harold Feld Michael Fletcher

Senior Vice President Chief Executive Officer
Public Knowledge RIDE Television Network
1818 N Street NW 1025 S. Jennings Ave.
Suite 410 Fort Worth, TX 76104
Brian Hess
Executive Director
Sports Fans Coalition
1300 19th Street NW, Suite 500
June 20, 2018
- 10 -
DECLARATION
The foregoing Petition to Deny of Cinemoi, Herndon-Reston Indivisible, International
Television Network, and Sports Fans Coalition has been prepared using facts of which I have
personal knowledge or upon information provided to me. I declare under penalty of perjury that
the foregoing is true and correct to the best of my information, knowledge, and belief.
Executed on June 20, 2018
/s/ -
Michael Fletcher
CERTIFICATE OF SERVICE
I, Sarah Gurren, hereby certify that on June 20, 2018, I caused a true and correct copy of
the foregoing Petition to Deny to be served by electronic mail on the following:
Mace Rosenstein Miles S. Mason

Covington & Burling LLP Pillsbury Winthrop Shaw Pittman LLP
One City Center 1200 Seventeenth Street, NW
850 Tenth Street, NW Washington, DC 20036
Washington, DC 20001-4956 miles.mason@pillsburylaw.com
mrosenstein@cov.com
David Brown David Roberts

Federal Communications Commission Federal Communications Commission
Media Bureau Media Bureau
445 12th Street, SW 445 12th Street, SW
Washington, DC 20554 Washington, DC 20554
David.Brown@fcc.gov David.Roberts@fcc.gov
Jeremy Miller
Federal Communications Commission
Media Bureau
445 12th Street, SW
Jeremy.Miller@fcc.gov
June 20, 2018 /s/ -

Sarah Gurren
Before the
In the Matter of )
)
MB Docket No. 17-179
Sinclair Broadcast Group )
BALCDT - 20180427ABM
BALCDT - 20180427ABL and
BALCDT - 20180227ABD
)
NEWSMAX MEDIA, INC.’S PETITION TO DENY
Jonathan D. Schiller
BOIES SCHILLER FLEXNER LLP
575 Lexington Ave, 7th Floor
New York, NY 10022
(212) 446-2300
Robert M. Cooper
Richard A. Feinstein
1401 New York Ave, N.W.
(202) 237-2727
Newsmax Media, Inc. (“Newsmax”) petitions the Federal Communications Commission
(the “Commission” or the “FCC”) to deny the applications filed by Sinclair Broadcast Group,
Inc. (“Sinclair”) and Tribune Media Company (“Tribune”) seeking consent from the
Commission to the transfer of control of subsidiaries of Tribune holding the licenses of full-
power broadcast television stations, low-power television stations, and TV translator stations to
Sinclair, and consent to combine two top-four rated stations. 1 This petition is based on the
insufficiency of the purported third-party divestitures that Sinclair asserts will allow it to comply
with Commission rules. As explained below, Sinclair’s proffered divestiture plan renders this
transaction antithetical to the public interest.
I. Introduction
Sinclair Broadcasting Group, Inc. has agreed to acquire Tribune Media Company
(collectively, “Applicants”). Sinclair is a television broadcasting company that has a broadcast
distribution platform consisting of 191 stations in 89 markets, which Sinclair either owns
outright, provides programming and operating services pursuant to agreements commonly
referred to as local marketing agreements (“LMAs”), or provides sales services and other non-
programming operating services pursuant to other outsourcing agreements (such as joint sales
agreements (“JSAs”) and shared services agreements (“SSAs”)). 2 Tribune is a broadcast
company that owns 42 television stations in 33 markets, cable network WGN America, digital
1
Newsmax is a party in interest who will suffer concrete, particularized harms as a direct result of the merger of
Sinclair and Tribune. As has been well established on the record, Newsmax, like other independent
programmers, will be injured by Sinclair’s immediate, increased leverage to demand higher license fees and demand
carriage of Sinclair’s wholly-owned cable channels, further reducing the limited channel capacity now available to
independent cable networks. See, e.g. Petition to Dismiss or Deny of Newsmax Media, MB Docket No. 17-179, at 3
(Aug. 7, 2017) (“August 2017 Newsmax Petition to Dismiss or Deny”).
2
Sinclair Broadcasting Group, Inc., 10-Q, March 31, 2018, at 10.
1
multicast network Antenna TV, minority stakes in the TV Food Network, ThisTV,
CareerBuilder, and a variety of real estate assets. 3
The size and breadth of these companies has resulted in substantial overlap between them
and the combined ability to broadcast to many more people in the United States than permitted
under existing Commission rules and regulations. The Applicants have filed successive
installments of divestiture amendments in an attempt to bring this transaction into technical
compliance with the recently relaxed national cap and duopoly restrictions, the latest of which is
the subject of this public comment cycle. Even then, in its application for consent to the transfer
of Tribune’s 33 license subsidiaries to Sinclair, Sinclair and Tribune note that without
divestiture, the combined company would have an audience reach approximately 6.5 percent in
excess of the 39 percent cap imposed by the Commission’s national television ownership rule.
And this calculation is conservative, given that it is based on application of the UHF discount
that is currently the subject of an appeal in the D.C. Circuit. 4 Without this discount, the
combined company would almost 60 percent of the national audience, well in excess of the 39
percent level imposed by the FCC’s own rules. 5 Given the D.C. Circuit’s a high degree of
skepticism towards the propriety of the discount, the Commission should hold this proceeding in
abeyance until the Court rules in that proceeding. Otherwise, if the Court reverses or remands
the Commission’s action after the transaction has been approved and consummated, the
Applicants would have to unscramble it or find stations covering another 20 percent of the
3
Id. at 16
4
5
Sinclair Response to FCC Request for Information, Ex. 1 and 2, filed October 5, 2017; see 47 C.F.R. §
73.3555(e)(1)(prohibiting the transfer of a license for a commercial television broadcast station if the transfer will
result in the transferee having an attributable interest in television stations that reach greater than 39 percent of the
national audience.).
2
nation’s television households and seek authority to divest those stations, too, on top of the ones
whose divestiture is being proposed here.
But even if the UHF discount were to be sustained, the divestitures would not be enough
to bring the transaction below the 39 percent cap. This is because many of the proposed
divestitures do not appear to be at arm’s length, if they are genuine transfers at all. Sinclair’s
relationship with some of the proposed divestees, along with its history of using side car
agreements, suggests that the divestitures are a smokescreen. Indeed, the divestitures appear
intended to enable Sinclair to pretend to divest these stations while retaining control over them
through agreements, and continuing to extract revenue from the stations, in circumvention and
contravention of the FCC’s rules.
First, Sinclair’s proposed sale of two stations to Cunningham Broadcast Corporation is a
divestiture designed to circumvent the national ownership rules. It would provide Sinclair with a
seller over which Sinclair can exert control and for which ownership may in fact be attributable
to Sinclair. The Commission has already found that Sinclair has the ability to exercise control
over Cunningham. 6 An evidentiary hearing is expected to show that Sinclair continues to hold
control of Cunningham in violation with the FCC rules. Accordingly, the Form 314 Applications
submitted by the Applicants do not represent legitimate divestitures sufficient to comply with
47 CFR 73.3555(e).
Second, Sinclair’s divestiture of WGN-TV to WGN-TV LLC, a company formed only
recently that is controlled by a business associate of one of the directors and controlling
shareholders of Sinclair, represents another divestiture in name only and will again enable the
6
See In the Matter of Edwin L. Edwards Sr. (Transferor) and Carolyn C. Smith (Transferee) for Consent to the
Transfer of Control of Glencairn, Ltd., parent entity of Baltimore (WNUV-TV) Licensee, Inc. Licensee of Television
Station WNUV-TV, Baltimore, Md., et al., file No. BTCCT-19991116BEC, Memorandum Opinion and Order and
Notice of Apparent Liability, 16 FCC Rcd 22236 (2001) (“In the Matter of Edwards”).
3
controlling shareholders of Sinclair to exert control and obtain financial benefits from stations
they are claiming to divest.
Third, while the balance of the proposed divestitures does not immediately indicate an
attempt by Sinclair to circumvent the FCC’s rules, given Sinclair’s history of utilizing side car
agreements to control and obtain revenue from stations and that the terms of these divestitures
seem to be quite favorable to the purchasers, a hearing is necessary to examine these
transactions. By one count, the Applicants have withheld 274 separate agreements, schedules,
exhibits, and related documents from their 21 divestiture agreements. 7 These documents include
disclosure schedules to the asset purchase agreements, disclosure schedules on an option
agreement with Fox, a news share agreement, and a shared programming license agreement. 8
The Amendments and divestiture applications tell us little about the new station owners,
including who will manage the companies taking over the divested stations and whether those
persons have any experience in running a broadcast station. The Commission should verify that
there are no hidden or transitory arrangements that will be unraveled after a few years such that
Sinclair essentially will continue to derive economic and operational benefits from these stations.
II. Legal Standard
Sections 214(a) and 310(d) of the Communications Act require the Commission to
determine whether “the Applicants have demonstrated that the public interest would be served by
the proposed acquisition.” 9 The Commission’s analysis “encompasses an examination of [the
7
Letter from Ross Lieberman, American Cable Association, to Marlene Dortch, FCC, MB Docket No. 17-179, at 3
n.7 (May 24, 2018).
8
Id. at 3.
9
In the Matter of Applications for Consent to the Transfer of Control of Licenses & Section 214 Authorizations by
Time Warner Inc. & America Online, Inc., Transferors, to AOL Time Warner Inc., Transferee, CS Docket No. 00-
30, Mem. Op. & Order, 16 FCC Rcd 6547, 6554 ¶ 19 (2001)(“AOL/Time Warner Order”).
4
potential] anticompetitive effects [of the merger]” 10 as well as evaluation of “the potential impact
of the proposed transaction on the rules, policies, and objectives of the Communication Act.” 11
In evaluating transfer applications, the Commission employs “a balancing test weighing
any potential public interest harms of the proposed transaction against the potential public
interest benefits. The applicants bear the burden of proving by a preponderance of the evidence,
that the proposed transaction, on balance, will serve the public interest.” 12 If the Commission is
“unable to find that the proposed transaction serves the public interest, or if the record presents a
substantial or material question of fact, section 309(e) of the Act requires that [the Commission]
designate the application for hearing.” 13 Indeed, if a party challenging an application to transfer
control through a petition to deny provides “specific allegations of fact sufficient to show that . . .
a grant of the application would be prima facie inconsistent with [the public interest],” 14 which
the Commission finds to present “substantial and material question of fact” concerning whether
the grant of the application would serve the public interest “the Commission must formally
designate the application for a hearing” 15
Here, a hearing is necessary to resolve whether the proposed transaction conforms with
the Commission’s rules regarding ownership of more than one station in a DMA. Under the
10
Id. at 6550 at ¶ 4.
11
In the Matter of Applications of Comcast Corp., Gen. Elec. Co. & NBC Universal, Inc., MB Docket No. 10-56,
Mem. Op. & Order, 26 FCC Rcd 4238, 4248 ¶ 19 (2011)(“Comcast/NBC Universal Order”); see also AOL/Time
Warner Order at 6550 at ¶ 4. See also In the Matter of Applications of Level 3 Communications, Inc. and
CenturyLink, Inc. For Consent to Transfer Control of Licenses and Authorizations, WC Docket No. 16-403, Mem.
Op. & Order, 32 FCC Rcd 9581 ¶¶ 8-9 (2017).
12
In the Matter of SBC Commc’ns Inc. & AT&T Corp. Applications for Approval of Transfer of Control, WC
Docket No. 05-65, Mem. Op. & Order, 20 FCC Rcd 18290, 18300 ¶ 16 (2005) (“SBC/AT&T Order”); see also
Comcast/NBC Universal Order at 4247 ¶ 22; In the Matter of Applications filed by Global Crossing Ltd. And Level
3 Commc ’ns, Inc. for Consent to Transfer Control, IB Docket No. 11-78, Mem. Op. & Order & Declaratory Ruling,
26 FCC Rcd 14056, 14061 ¶ 10 (2011) (“Global Crossing/Level 3 Order”).
13
SBC/AT&T Order at 18301 ¶ 16 n. 63.
14
47 U.S.C. § 309(d)(1).
15
47 U.S.C. § 309(e).
5
Duopoly Rule any “entity may directly or indirectly own, operate, or control two television
stations licensed in the same DMA [only] if : (a) the “digital noise limited service contours of the
stations [] do not overlap;” or (b) at the time the application to acquire or construct the station(s)
is filed, at least one of the stations is not ranked among the top four stations in the DMA based
on Nielsen ratings (“Top-Four Prohibition”). 16 The Top-Four Prohibition does not apply where,
at the request of an applicant, the Commission concludes “that permitting an entity to directly or
indirectly own, operate, or control two television stations licensed in the same DMA would serve
the public interest, convenience, and necessity.” 17
In addition to this market-specific rule, the Commission also limits ownership on a
national level (“National Television Multiple Ownership Rule”). The FCC’s national television
ownership rule states that “[n]o license for a commercial television broadcast station shall be
granted, transferred or assigned to any party (including all parties under common control) if the
grant, transfer or assignment of such license would result in such party or any of its stockholders,
partners, members, officers or directors having a cognizable interest in television stations which
have an aggregate national audience reach exceeding thirty-nine (39) percent.” 18 Any person
exceeding the thirty-nine percent limitation must make divestitures sufficient to come into
compliance. 19
III. Sinclair’s Divestitures Are Insufficient To Remedy The Proposed Transaction’s

Violation Of The FCC’s Ownership Rules.
Sinclair recognizes that the proposed transaction places the company in violation of the
Duopoly Rule and the National Television Multiple Ownership Rule. Indeed, if the transaction
16
47 C.F.R. § 73.3555(b).
17
47 C.F.R. § 73.3555(b)(2).
18
47 C.F.R. § 73.3555(e).
19
47 C.F.R. § 73.3555(e).
6
were to go forward without any divestitures, it would result in a company that would reach
almost 60 percent of the national audience—nearly 20 percentage points above the 39 percent
limit. Sinclair manages to reduce this to 6.5 percent above the 39 percent limit only by relying
on the Commission’s Reconsideration Order that allows Sinclair to apply the UHF discount, 20 an
order that remains under review by the D.C. Circuit. 21 Uncertainty over whether the D.C. Circuit
will affirm the Commission’s Order is alone sufficient to justify delaying consideration of the
proposed transaction. However, even if the Commission is inclined to move forward in the face
of this judicial uncertainty, the public interest demands that it not simply approve a divesture
plan that raises a multitude of questions.
Sinclair proposes several divestitures to bring itself into compliance with the
Commission’s ownership rules. 22 Specifically, it has proposed the following transactions:
• Cunningham Broadcast Corporation will purchase KDAF-TV, Dallas, TX and

KIAH-TV, Houston, TX for $60 million; 23
• WGN-TV LLC will purchase WGN-TV, Chicago, IL for $60 million; 24
• Howard Stirk Holdings (“HSH”) will purchase KUNS-TV, Seattle, WA, KAUT-
TV, Oklahoma City, OK, and KMYU-TV, St. George, UT for $4.95 million; 25
• Place KNDL-TV and KPLR-TV in St. Louis, MO into the Sinclair Divestiture
Trust pending Department of Justice, Antitrust Division approval of the
divestiture of one of these stations; 26
20
21
Free Press, et. al v. F.C.C., et. al, DC Circuit Court of Appeals Case number 17-1129.
22
Amendment to Comprehensive Exhibit, In the Matter of Applications of Tribune Media Company and Sinclair
Broadcast Group for Consent to Transfer Control of License and Authorizations, MB Docket 17-719.
23
Jason Schwartz, Armstrong Williams got ‘sweetheart’ deal from Sinclair, Politico (June 13, 2018), available at
https://www.politico.com/story/2018/06/13/sinclair-broadcasting-armstrong-williams-642997 (“Schwartz, Williams
Got Sweetheart Deal”); Sinclair Amendment to Comprehensive Exhibit, April 24, 2018, at 22-23.
24
Schwartz, Williams Got Sweetheart Deal.
25
Broadcast Group for Consent to Transfer Control of License and Authorizations, MB Docket 17-719, April 24,
2018; Schwartz, Williams Got Sweetheart Deal.
7
• Fox Broadcasting Company will purchase KCPQ (TV), Seattle, WA, WSFL-TV,
Miami, FL, KDVR, Denver, CO, WJW (TV), Cleveland, OH, KTXL(TV),
Sacramento, CA, KSWB-TV, San Diego, CA, and KSTU, Salt Lake City, UT for
a total of $0.9 billion; 27 and
• Standard Media Group will purchase KOKH-TV, Oklahoma City, OK; WXLV-
TV, Greensboro, NC; WXMI(TV), Grand Rapids, MI; WRLH-TV, Richmond,
VA; KDSM-TV, Des Moines, IA; WPMT(TV), York, PA; WOLF, Wilkes Barre,
PA; WQMY, Wilkes Barre, PA; and WSWB, Wilkes Barre, PA for $441.7
million.28
The Commission should reject, or at least conduct full hearings, on this divestiture plan
because two of these transactions—the divestitures to Cunningham Broadcast Corporation and to
WGN-TV LLC—present substantial questions regarding whether Sinclair will actually surrender
control of the divested asset and represent “sidecar” divestitures undertaken solely to circumvent
the national ownership cap for which there is no public interest precedent.
A. The Commission Has Already Held That Sinclair Controls Cunningham,

Which The Companies’ Relationship Confirms
Part of Sinclair’s divestiture plan is to sell KDAF-TV, Dallas, TX and KIAH-TV,
Houston, TX to Cunningham. 29 These transactions will not result in a change of control of these
assets. The Commission has already found that Sinclair has the ability to exercise de facto
control over Cunningham. 30 In the Matter of Edwin L. Edwards and Carolyn Smith et. al, the
FCC ruled that Sinclair and Cunningham Broadcasting, then known as Glencairn, entered into
transactions that were not executed at arms-length, allowing Sinclair to exercise de facto control
over Cunningham. Specifically, the Commission reached this conclusion on several bases,
26
See Comprehensive Exhibit FCC Form 315 BTCCDT-20180514ABV.
27
Sinclair Amendment to Comprehensive Exhibit, April 24, 2018, at 22-23; Sinclair Enters Into Agreements to Sell
TV Stations Related to Closing Tribune Media Acquisition, PRNewswire, available at
https://www.prnewswire.com/news-releases/sinclair-enters-into-agreements-to-sell-tv-stations-related-to-closing-
tribune-media-acquisition-300635743.html (“PRNewswire, Sinclair Agrees To Sales”).
28
Sinclair Amendment to Comprehensive Exhibit, April 24, 2018, at 22-23; PRNewswire, Sinclair Agrees To Sales.
29
Sinclair Amendment to Comprehensive Exhibit, April 24, 2018, at 2.
30
In the Matter of Edwards at ¶ 23.
8
including the fact that Glencairn would obtain its stations at a small fraction of their value, which
the Commission found indicated “that it was Sinclair, and not Edwards, that made the decision as
to what stations Glencairn should acquire and at what price.” 31 The FCC chose not to enforce
stringent penalties against Sinclair and Glencairn only because it believed that it was not “likely
that such violations may continue in the future, particularly in light of Edwards’ departure and
the assumption of control of Glencairn by Carolyn Smith.” 32
The transaction now before the Commission shows that its hope was misguided.
Although Cunningham has changed its name from Glencairn, and the form of its ownership,
Sinclair still retains control over Cunningham. Cunningham used to be held by the estate of
Sinclair’s owners’ mother: “Up until January 2018, when [the stock was] purchased by an
unrelated party after receiving FCC approval, the voting stock of the Cunningham Stations was
owned by the estate of Carolyn C. Smith, the mother of [the] controlling shareholders” of
Sinclair. 33 This has made the ownership more complex but Cunningham is only superficially not
under Sinclair’s control. 34 Sinclair’s owners, or trusts in their children’s names, own all of the
non-voting shares in Cunningham. 35 The voting shares are ostensibly owned by Michael
Anderson, who joined Cunningham as the President and CEO in 2009 and purchased the voting
stock from Cunningham for a little over $400,000 in January 2018. 36 Sinclair’s controlling
31
Id. at ¶ 24.
32
Id. at ¶ 31.
33
Sinclair Broadcast Group, Inc., 10-Q, March 31, 2018, at 22.
34
See S. Derek Turner, Cease to Resist: How the FCC’s Failure to Enforce Its Rules Created a New Wave of Media
Consolidation, Free Press (Oct. 2013) at 4-5, 26-28, available at https://ecfsapi.fcc.gov/file/7520960125.pdf
(“Turner, Cease to Resist”).
35
The Smith family directly owns 4 percent of the non-voting stock while trusts in the name of Smith family’s
brothers hold the remaining 96 percent.
36
Sinclair 10-K, March 1, 2018, at F-39; See Turner, Cease to Resist at 27; Cunningham Broadcasting website,
‘About Us’ available at http://cunninghambroadcasting.com/team-member/michael-anderson-2/; see also Keach
9
shareholders—Carolyn Smith’s sons, David Smith, Frederick Smith, J. Duncan Smith, and
Robert Smith—each hold options to acquire Mr. Anderson’s voting shares such that they can
regain control of the company. These options are in addition to the ownership of all of
Cunningham’s non-voting shares. 37 Cunningham’s ownership structure is thus still tightly
connected to Sinclair’s ownership.
For this reason, it is no surprise that the divesture agreement does not reflect market
prices for the assets. Cunningham is purchasing KDAF (Dallas) and KIAH (Houston) for
substantially below what they are worth, even taking into account Sinclair’s position of needing
to divest the assets. Cunningham is purchasing these assets for a combined price of $60 million.
By contrast, in Sinclair’s divestiture with Meredith Corporation—an entity without any apparent
ties to Sinclair—Sinclair proposed to sell KPLR-TV in St. Louis to Meredith Corporation for
$65 million. KDAF and KIAH are similar to KPLR in terms of affiliation agreements and UHF
spectrum location. 38 Yet, with respect to the size of market, KDAF is in the 5th largest DMA
and KIAH is in the 7th largest DMA, while KPLR is in the 21st largest DMA. 39 Nevertheless,
despite the apparent greater value of the stations, Cunningham is paying for them as if they are
worth less than half of KPLR.
In addition to Sinclair’s continued de facto control over Cunningham, Sinclair’s control
of Cunningham is also reflected in the commercial relations between them in apparent violation
of the Commission’s Equity Plus Debt Standard. Sinclair has “jointly and severally,
Hagey, Sinclair Draws Scrutiny Over Growth Tactics, Wall Street Journal (Oct. 20, 2013), available at
https://www.wsj.com/articles/sinclair-draws-scrutiny-over-growth-tactic-1382321755?ns=prod/accounts-wsj
37
Sinclair 10-K, March 1, 2018, at F-39 to F-40; see Turner, Cease to Resist.
38
Sinclair Response to FCC Request For Information, Ex. 2, Response to Request 1; Sinclair Amendment to
Comprehensive Exhibit, filed April 24, 2018, at 12-13, Ex. F-2, Ex. J.
39
Id.
10
unconditionally and irrevocably guaranteed” $53.6 million of Cunningham debt. 40 This figure
appears to be before any possible financing arrangements Sinclair has further guaranteed as a
result of the Cunningham acquisitions in Houston and Dallas.
Under the attribution rules, the Commission will find a nonvoting interest in a license
holder attributable if the interest passes a two part test, known as the Equity Plus Debt Standard:
• The equity (including all stockholdings, whether voting or nonvoting, common or

preferred) and debt interest or interests, in the aggregate, exceed 33 percent of the
total asset value, defined as the aggregate of all equity plus all debt, of that media
outlet; and
• The interest holder also either (a) holds an interest in a broadcast licensee, cable
television system, newspaper, or other media outlet operating in the same market that
is subject to the broadcast multiple ownership or cross-ownership rules or (b) supplies
over fifteen percent of the total weekly broadcast programming hours of the station in
which the interest is held.
Since Sinclair has not revealed the financial position of Cunningham Broadcasting and
the specifics of Sinclair’s debt guarantees, it is impossible to know if Cunningham meets the first
prong of this test. Given the size of this guarantee, and the size of Cunningham, it is possible that
Sinclair controls more than 33 percent of Cunningham’s assets under the debt plus equity
standard, which would mean Sinclair has an attributable interest in the stations owned by
Sinclair. 41 The true nature of the financial positions of both companies is something that is only
likely to be revealed in an evidentiary hearing.
Moreover, Sinclair has a history of providing programming in excess of 15 hours per
month to stations owned by Cunningham Broadcasting. 42 Sinclair also provides services to
40
41
Cumulus Licensing LLC C/O Lewis J. Paper, Esq. Andrew S. Kersting, et. al, 21 FCC Rcd. 2998, 3000 (March 23,
2006)
42
Written Testimony of Matthew F. Wood, Policy Director, Free Pree and the Free Press Action Fund, before the
Congress of the United States House of Representations, Committee on Energy and Commerce, Subcommittee on
Communications and Technology regarding “Reauthorization of the Satellite Television Extension and Localism
Act,” on March 12, 2014, at 13, 14 n. 21, 17-18 available at
11
Cunningham-owned WNUV-TV, WMYA-TV, WTTE-TV, WRGT-TV and WVAH-TV
governed by a master agreement that expires on July 1, 2023 at the earliest, but provides for
extensions to July 1, 2033. 43 Additionally, Sinclair executed purchase agreements that give it the
right to acquire, and give Cunningham the right to force Sinclair to acquire, the license-related
assets of these stations from Cunningham, including 100 percent of the capital stock or the assets
of these individual subsidiaries of Cunningham. 44 This all goes to show that Sinclair is retaining
control of Cunningham even after the purported divestiture.
B. The Nature Of The Divestiture To WGN-TV LLC Suggests That Sinclair

Intends To Continue To Operate, Assert Control And Potentially Extract
Revenue From WGN-TV
WGN-TV, LLC, is a newly formed company headed by Steven Fader, the CEO of
Atlantic Automotive Corp (“Atlantic”), a holding company for MileOne Autogroup. 45 MileOne
Autogroup is a network of 40 auto dealerships in Maryland, Pennsylvania, Virginia and North
Carolina. 46 Steven Fader and David Smith, a director and controlling shareholder of Sinclair, are
business partners. 47 David Smith has a controlling interest in Atlantic Automotive and serves as
a member of its board. 48 Atlantic Automotive is also a Sinclair advertiser and tenant. 49
https://docs.house.gov/meetings/IF/IF16/20140312/101835/HHRG-113-IF16-Wstate-WoodM-20140312.pdf; S.
Derek Turner, Cease to Resist: How the FCC’s Failure to Enforce Its Rules Created a New Wave of Media
Consolidation, Free Press, October, 2013, at 4, 39 n. 85, available at https://ecfsapi.fcc.gov/file/7520960125.pdf
43
Sinclair Broadcast Group, Inc., 10-K, March 1, 2018.
44
Id.
45
Christopher Dinsmore et. al, Sinclair Broadcast, Tribune Media Announce Plans To Sell TV Stations To Move
Merger Forward, The Baltimore Sun (June 8, 2018), available at http://www.baltimoresun.com/business/bs-bz-
sinclair-tribune-sales-20180424-story.html (“Dinsmore, Moving Merger Plans Forward”).
46
Id.; Ben Munson, Sinclair Plans $60M Sale Of WGN-TV To Chairman’s Business Partner, FierceCable (Mar. 2,
2018), available at https://www.fiercecable.com/video/sinclair-plans-60m-sale-wgn-tv-to-chairman-s-business-
partner (“Munson, Sinclair $60M Sale Of WGN-TV”).
47
Munson, Sinclair $60M Sale Of WGN-TV.
48
Sinclair Broadcast Group, Inc., April 26, 2018, Proxy Statement.
49
10-K, March 1, 2018.
12
WGN-TV, LLC is purchasing WGN-TV from Sinclair for $60 million with an option for
Sinclair to buy it back after eight years. 50 Moreover, at closing, Sinclair will enter into a JSA,
SSA, and Option with respect to station WGN-TV. 51 With a “brand like WGN in the nation’s
third-biggest media market,” WGN-TV LLC should have paid a minimum of $100 million or
$150 million. 52 Even the terms of the sidecar arrangements are financially favorable to
Sinclair. 53 Moreover, outside experts agree that the sidecar agreements give Sinclair leverage in
negotiating fees that cable companies pay to carry their stations, as well as fees Sinclair pays
networks for their affiliations. 54
Sinclair’s proposed transaction with WGN-TV LLC will thus provide Sinclair continued
control over WGN-TV and allow it to retain many of the financial benefits of owning and
operating the station. And again, without detailed information about the financial position of
WGN-TV LLC and any debt guarantees made by Sinclair, it is impossible to determine if this
divestiture is permitted under the Equity Plus Debt rule.
C. Option Agreements Further Confirm Sinclair's De Facto Control Over

Cunningham Broadcasting and WGN TV LLC
As referenced earlier, all of divestitures to Sinclair-affiliated companies include option
purchase agreements that provide Sinclair the right to reacquire the divested assets. While not
illegal per se, the terms of the agreement illustrate the influence Sinclair exercises with
Cunningham Broadcasting and WGN TV LLC.
50
51
Sinclair Amendment to Comprehensive Exhibit, at 20 n. 72, April 24, 2018; Dinsmore, Moving Merger Plans
Forward; see also Schwartz, Williams Got Sweetheart Deal.
52
Id.
53
Id.
54
Id.
13
The option agreements undermine any claim, as has been made, that the fire sale prices at
which Sinclair is selling the divested assets is the result of “good negotiating.” 55 Each
divestiture includes a provision allowing Sinclair to reacquire the stations at a substantially
similar price for a period of up to 48 years. 56 And while Sinclair can freely assign its option
rights, the grantors (Cunningham and WGN TV LLC) need Sinclair’s consent to assign their
option rights. 57 Moreover, Sinclair’s option survives assignment of the assets or a merger or
consolidation of the grantees. 58
No arms-length transaction would provide the seller an option to buy back the sold assets,
at a substantially similar price, for nearly half a century. This illustrates that the divestitures are
sham transactions in which Cunningham and WGN TV LLC are merely warehouses for licenses
Sinclair is not legally able to own. It is clear that Sinclair made the decisions as to what stations
these firms would buy, the terms on which they would buy them, and at what price. This is a
clear violation of the Commission’s decision in Edwards and as a result, the stations should be
attributable under 47 CFR 73.3555(e).
IV. Conclusion
The foregoing demonstrates that there are, at minimum, serious questions about whether
the proposed divestitures are truly arms-length transactions that will divest Sinclair of the assets
at issue. Moreover, given Sinclair’s history of utilizing side car agreements to control and obtain
revenue from stations and the favorable terms purchasers are receiving for the divestitures, the
55
Schwartz, Williams Got Sweetheart Deal (reporting the owner of one entity Sinclair is being divested to, Mr.
Williams of Howard Stirk Holdings, stating “I know I got a good deal…I’m a tremendous negotiator. I’m like
Donald Trump; I know how to negotiate.”).
56
Option Agreement, between Sinclar and WGN TV, LLC, at ¶ 2 (providing for an initial eight year term that can
be renewed, at Sinclair’s option, five times), available at https://licensing.fcc.gov/cdbs/CDBS_Attachment/
getattachment.jsp?appn=101783802&qnum=5040&copynum=1&exhcnum=5.
57
Id. at ¶ 9.
58
Id. at ¶ 10.
14
Commission should closely review the terms of those agreements to guarantee that they are not
designed solely to circumvent the Commission’s rules. This is particularly true given Sinclair’s
decision to withhold a great amount of information about the divestitures. It has not identified
which of the stations it will place in trust. 59 Moreover, by one count, the Sinclair has withheld
274 separate agreements, schedules, exhibits, and related documents from their 21 divestiture
agreements. 60 Consequently, there remain substantial questions to be resolved before the
Commission can make a public interest determination.
For these reasons, Newsmax respectfully urges the Commission to deny the petition to
transfer licenses or, at minimum, to designate the above-referenced applications for divestiture
by Sinclair for an evidentiary hearing and, upon any finding inconsistent with 47 CFR 73.3555,
deny the application for consent to transfer control of licenses and authorizations in the above
captioned proceeding between Sinclair Broadcast Group and Tribune Media Company.
/s/ Jonathan D. Schiller

New York, NY 10022
(212) 446-2300
59
Sinclair Broadcast Group, Inc. and Tribune Media Company, February 2018 Amendment to June Comprehensive
Exhibit at 32 (Feb. 20, 2018) (“By the time the parties are ready to close the Transaction, they will have decided
which Stations to place in the Trust.”). Sinclair Broadcast Group, Inc. and Tribune Media Company, May 2018
Amendment to June Comprehensive Exhibit (May 14, 2018). The Applicants have filed applications to send KDNL
and KPLR to the Sinclair Divestiture Trust. Sinclair intends to only divest one of the two stations but has not
specified which one it will keep. The station Sinclair keeps will form a Top-4 duopoly along with KTVI. Id. at 2.
60
n.7 (May 24, 2018).
15
Robert M. Cooper
(202) 237-2727
Counsel for Newsmax Media Inc.
16
DECLARATION
The foregoing Petition to Deny has been prepared using facts of which I have personal
knowledge or upon information that has been provided to me. I declare under penalty of perjury
that the foregoing is true and correct to the best of my information, knowledge, and belief.
Executed June 20, 2018
/s/ Jonathan Schiller

Jonathan Schiller
Counsel to Newsmax Media Inc.
I, Jonathan Schiller, hereby certify that on June 20, 2018, a true and correct copy of the
foregoing Petition to Deny was filed with the Federal Communications Commission and copies
were served by e-mail upon the following:
Mace J. Rosenstein Miles S. Mason

One City Center 850 Tenth Street, NW 1200 Seventeenth Street, NW
Washington, D.C. 20001 Washington, DC 20036
mrosenstein@cov.com miles.mason@pillsburylaw.com
David Roberts David Brown

Video Division, Media Bureau Video Division, Media Bureau
Washington, D.C. 20554 Washington, D.C. 20554
David.Roberts@fcc.gov David.Brown@fcc.gov
Jeremy Miller
Video Division, Media Bureau
445 12th Street, SW
Washington, D.C. 20554

Jonathan Schiller
June 20, 2018

Before the
In the Matter of )
)
Applications of Tribune Media Company ) MB Docket No. 17-179
and Sinclair Broadcast Group for Consent )
to Transfer Control of Licenses and )
Authorizations
PETITION TO DENY
The American Cable Association hereby submits this Petition to Deny in
response to recent amendments filed by Sinclair Broadcast Group, Inc. (“Sinclair”) in
support of its proposed acquisition of Tribune Media Company (“Tribune”).1 We
continue to object to the proposed transaction for many of the reasons specified in our
initial petition to deny,2 including:
1 Media Bureau Establishes Consolidated Pleading Cycle for Amendments to the June 26,
2017, Applications to Transfer Control of Tribune Media Company to Sinclair Broadcast
Group, Inc., Related New Divestiture Applications, and Top-Four Showings in Two Markets,
Public Notice, DA 18-530, MB Docket No. 17-179 (rel. May 21, 2018) (“May Public Notice”).
As specified therein, we submit this Petition to Deny in response to each of the applications,
and corresponding with each of the file numbers, listed in the May Public Notice. Pursuant
to the instructions in the May Public Notice, and after consultation with Commission staff, we
are filing this Petition in MB Docket No. 17-179, and will serve counsel for each of Sinclair,
Tribune, and the divestiture applicants.
2 Petition to Deny of American Cable Association, MB Docket No. 17-179 (filed Aug. 7, 2017)
(“ACA Petition”); Applications of Tribune Media Co. and Sinclair Broadcast Group, Inc. for
Consent to Transfer Control of Licenses and Authorizations, MB Docket No. 17-179, May
Applicants have failed to provide sufficient information for the Commission to
engage in the necessary analysis, including any meaningful analysis with respect
to retransmission consent.3
Applicants would gain additional leverage in local markets, enabling them to raise
retransmission consent fees ultimately paid by ACA member subscribers.4
Applicants would gain substantial new national leverage, enabling them to raise
ACA also supports, and hereby incorporates by reference, the Comments filed today by
the American Television Alliance, of which ACA is a member and which we helped
draft.6 ATVA’s comments stated:
The Commission may not lawfully ignore retransmission consent, either with
respect to the transaction generally or with respect to Applicants’ “top-four”
showings in St. Louis and Indianapolis specifically.
14, 2018 Amendment to Comprehensive Exhibit (filed May 14, 2018) (“May Amendment”).
The May Amendment represents Applicants’ fourth such change to its original application.
Applications of Tribune Media Co. and Sinclair Broadcast Group, Inc. for Consent to
Transfer Control of Licenses and Authorizations, MB Docket No. 17-179, Amendment to
June Comprehensive Exhibit (filed April 24, 2018) (“April Amendment”); Applications of
Tribune Media Co. and Sinclair Broadcasting Group, Inc. for Consent to Transfer Control of
Licenses and Authorizations, MB Docket No. 17-179, Amendment to June Comprehensive
Exhibit (filed March 8, 2018); Applications of Tribune Media Co. and Sinclair Broadcast
Group, Inc. for Consent to Transfer Control of Licenses and Authorizations, MB Docket No.
17-179, Amendment to June Comprehensive Exhibit (filed Feb. 20, 2018).
3 ACA Petition at 9.
4 Id. at 10-18.
5 Id. at 18-20.
6 See Comments of the American Television Alliance, MB Docket No. 17-179 (filed June 20,
2018).
2
Applicants have failed to demonstrate that retransmission consent harms—which
the Commission has already determined will occur generally when parties
combine two top-four stations in a market—will not occur in St. Louis and
Indianapolis.
Applicants have failed to demonstrate that claimed benefits of top-four
combinations in St. Louis and Indianapolis will outweigh retransmission consent-
related harms.
We write separately to emphasize two additional issues. First, the divestiture
applicants have not even attempted to show that their proposed divestitures serve the
public interest. Second, to the extent the Commission permits divestitures to occur
“immediately after closing,” it should require Sinclair and any purchasers to agree that
Sinclair does not “acquire” or “obtain control of” the stations to be divested. That
clarification is necessary because Sinclair’s retransmission consent agreements contain
“after-acquired-station clauses,” which automatically raise retransmission consent fees
for any station that Sinclair acquires. Without such a clarification, the purchasers of
stations divested by Sinclair might attempt to raise prices under these after-acquired-
station clauses, thereby undermining the purposes of the divestiture.
I. DIVESTITURE APPLICANTS HAVE FAILED TO DEMONSTRATE THAT THE

DIVESTITURES WOULD SERVE THE PUBLIC INTEREST.
Under Section 310(d) of the Communications Act, no broadcast license may be
transferred or assigned unless the Commission first finds that the transfer or
assignment would serve “the public interest, convenience, and necessity.”7 This
7 47 U.S.C. § 310(d); AT&T Inc. and DIRECTV, 30 FCC Rcd. 9131, ¶ 2 (2015) (“AT&T and
DIRECTV”).
3
requirement obviously applies to all transfers and assignments—including proposals for
divestiture meant to bring a separate transaction into compliance with Commission rules
and antitrust obligations. While it is easy to think of these as merely “divestiture
applications,” they themselves contemplate substantial changes to the disposition of
Commission licenses, and raise their own public interest issues. One set of
divestitures—those to Fox—will allow a national network that also owns numerous
related assets to expand its television station portfolio substantially.8
Here, however, none of the divestiture applications contain any demonstration
with respect to the public interest. Rather, all of them—including transfers to Fox,
Howard Stirk, and Cunningham Broadcasting—contain statements substantially similar
to this one:
The instant application is one of a number of applications (“Applications”) being
filed contemporaneously herewith seeking Commission consent to assign the
stations listed below from subsidiaries of Tribune Media Company (“Tribune”) to
Fox Television Stations, LLC (“FTS”) immediately prior to the consummation of
the pending merger (the “Merger Transaction”) of Sinclair Broadcast Group, Inc.
(“Sinclair”) and Tribune. Applications with respect to the Merger Transaction were
filed on June 26, 2017. 9
8 Of course, the growth of network owned and operated stations raises particular issues as
they relate to network-affiliate relations. See, e.g., Comments of the ABC Television
Affiliates Association et. al, MB Docket No. 17-318 (filed Mar. 19, 2018).
9 See, e.g., BALCDT- 20180514ABF Exhibit 5, available at https://licensing.fcc.gov/cgi-
bin/ws.exe/prod/cdbs/forms/prod/cdbsmenu.hts?context=25&appn=101784222&formid=314
&fac_num=22215.
4
In considering license transfers, the Commission weighs claimed benefits of the
proposed transfer against any potential public interest harms.10 Since divestiture
applicants have submitted no evidence of public interest benefits, the Commission must
reject the divestitures upon finding of any harm.
And there is good reason to think that the divestiture transactions will themselves
cause harm. For example, the divestitures of stations to Fox will make Fox larger
nationally. Fox’s reach will grow from 37 percent of homes to 46 percent (not counting
the UHF discount).11 After the transaction, Fox will cover 19 of the top 20 local markets
in the U.S.12 This dramatically increased national reach, in turn, will give Fox even more
leverage to raise retransmission consent prices than it has today—just as the “principal”
transaction will give Sinclair even more leverage than it has today. Just as the
Commission will have to consider whether Sinclair’s increased national reach will lead
to higher prices, it must consider whether Fox’s increased national reach will likewise
lead to higher prices. In Fox’s case, the leverage will prove especially harmful because
it would give Fox new combinations of network affiliates and Regional Sports Networks
in Miami, Cleveland, and San Diego.13 By any measure, then a stand-alone Sinclair-
10 E.g., Media General, Inc. and Nexstar Media Grp., Inc., 32 FCC Rcd. 183, ¶ 19 (2017).
11 Reuters Staff, Fox to Buy Seven TV Stations from Sinclair for About $910 Million, Reuters
(May 9, 2018, 8:20 AM), https://www.reuters.com/article/us-tribune-media-m-a-sinclair-
ma/fox-to-buy-seven-tv-stations-from-sinclair-for-about-910-million-idUSKBN1IA1SH.
12 Emily Price, Fox is Buying 7 Sinclair-Owned Television Stations for $910 Million, Fortune
(May 9, 2018), http://fortune.com/2018/05/09/fox-buying-sinclair-stations/.
13 Fox may or may not divest its RSNs to Disney, Comcast/NBCU, or a third party. As the
Commission found in Comcast-NBCU, the combination of broadcast and RSN assets can
enable an integrated entity to raise prices. Comcast Corp., Gen. Elec. Co. & NBC Universal,
Inc., 26 FCC. Rcd. 4238, ¶ 138 (2011) (“We conclude that commenters have raised a
legitimate concern about the effect the combination of Comcast's RSNs and the NBC O&O
stations will have on carriage prices for both of those networks.”).
5
Fox “divestiture” is a transaction that deserves attention commensurate with the review
given to other major broadcast transactions, such as Nexstar-Media General, Gannett-
Belo, and Tribune-Local TV, as the transaction could be compared to those
transactions.14
II. THE COMMISSION SHOULD CONFIRM THAT SINCLAIR WILL NOT

“ACQUIRE” TRIBUNE STATIONS TO BE DIVESTED.
Sinclair has suggested that certain divestitures of Tribune stations will occur
“immediately after” closing.15 The Commission should either require Sinclair to commit
as a condition of approval that it will not “acquire” or obtain “control” of such stations or it
should deny the transaction. Otherwise, Sinclair would be able to activate its after-
acquired clauses for stations that it is supposed to be divesting. As described in earlier
correspondence,16 here’s how such “laundering” could work:
Suppose that SmallTown Cable Company carries Tribune Station A for $1.00 per
month. Suppose further that SmallTown Cable also carries a Sinclair Station B
for $2.00 per month.
Now suppose that SmallTown Cable’s agreement with Sinclair contains an “after-
acquired station” clause so that it applies to any station Sinclair purchases.
Suppose Tribune Station A transferred to Divestiture Buyer “immediately after

consummation of the transaction.” Sinclair could argue that it “acquired” Tribune
Station A during the very short intermediate period. In such case, the after-
acquired station clauses would apply—meaning that the station’s rate would
increase from $1.00 to $2.00.
14 See, e.g., Media Gen., Inc. and Nexstar Media Grp., Inc., 32 FCC Rcd. 183 (2017); Belo
Corp. and Gannett Co., Inc., 28 FCC Rcd. 16867 (2013); Local TV Holdings, LLC and
Tribune Broad. Co. II, LLC, 28 FCC Rcd. 16850 (2013).
15 See May Amendment at 6 n.16 (“Stations marked with a * will be divested immediately after
consummation of the Transaction. Stations marked with a ** will be divested immediately
prior to consummation of the Transaction.”);
16 See Letter from Ross Lieberman to Marlene Dortch, MB Docket Nos. 17-179 et al., at 1-2
(filed Mar. 12, 2017).
6
If Divestiture Buyer assumes Station A’s contracts, and no other contract
between SmallTown Cable and Divestiture Buyer governs, then SmallTown
Cable would pay $2.00 going forward, instead of the $1.00 it would have paid
had Divestiture Buyer obtained the station immediately before closing.
Of course, Sinclair itself would not obtain higher retransmission consent rates
under this scenario, so one might question its incentive to argue that it had acquired
Tribune Station A. Yet Tribune Station A is more valuable to Divestiture Buyer at the
“Sinclair rate” than at the “Tribune rate,” and Sinclair may have accounted for this
additional value in setting the station’s divestiture price. Alternatively, Sinclair may
contemplate ongoing involvement in retransmission consent for Station A going forward,
for which a higher “entry price” would presumably constitute an advantage—especially
if, as appears to be the case, Sinclair’s management fee depends on the “divested”
station’s retransmission consent fees.17 In light of our concerns with the documents
17 As discussed in ATVA’s comments, the Joint Sales Agreement and Shared Services
Agreements between Sinclair and Armstrong gives Armstrong nominal control of
retransmission consent. Sinclair’s management fee, however, depends on Armstrong’s
retransmission consent fees—strongly suggesting that Sinclair at a minimum possesses
information about Armstrong’s retransmission consent negotiations in violation of the
prohibition on joint ownership rules. Joint Sales Agreement, available at
https://licensing.fcc.gov/cdbs/CDBS_Attachment/getattachment.jsp?appn=101784249&qnu
m=5040&copynum=1&exhcnum=2 (“Armstrong Form JSA”); (requiring station to elect
retransmission consent); Shared Services Agreement, available at
m=5040&copynum=1&exhcnum=3 (“Armstrong Form of SSA”) (“Station Licensee shall
retain the authority (a) to make elections for must-carry or retransmission consent status, as
permitted under the FCC Rules, and (b) to negotiate, execute, and deliver retransmission
consent agreements with cable, satellite, and other multichannel video providers (“MVPDs”)
for which Station Licensee has provided timely notice of its election of retransmission
consent.”); Id. Schedule A ¶ 3 (incorporating by reference JSA Schedule 3.1); Armstrong
Form JSA Schedule 3.1, ¶ 1. (“Net Sales Revenue. For purposes of this Agreement, the
term ‘Net Sales Revenue’ means (i) all gross revenue received by Sales Agent or Station
Licensee for all Advertisements, less agency, buying service or other sales commissions
paid to or withheld by an advertiser, agency or service, as the case may be, (ii) any network
compensation or other similar payments (net of any expenses for reverse retransmission
payments other expenditures paid by Station Licensee or otherwise paid in respect of the
7
Sinclair has submitted, we continue to urge the Commission to require Applicants to
submit all documentation related to the divestiture applications, since Sinclair appears
to have unilaterally determined not to provide such documents.18
Longstanding Commission precedent states that Sinclair does not obtain
“control” of a station for purposes of the Communications Act through the kind of
“essentially instantaneous” transaction contemplated here.19 Yet this Commission
precedent may not stop Sinclair or a divestiture party from claiming otherwise to smaller
cable operators that may not have resources with which to dispute the point with
Sinclair in court. The Commission should either clarify that Sinclair does not “acquire”
or obtain “control” of Tribune divestiture stations for all purposes, or, if Sinclair is
unwilling to concede the point, deny the transactions on this basis.
Station pursuant to applicable network agreements) made to Station Licensee or otherwise

paid in respect of the Station or its programming, (iii) any retransmission fees or other similar
payments (net of any expenditures paid pursuant to applicable retransmission consent
agreements and/or OTT agreements) made to Station Licensee or otherwise paid in respect
of the Station or its programming or other payments made to Station Licensee pursuant to
any retransmission consent agreements and (iv) any other amounts designated for inclusion
in the calculation of Net Sales Revenue pursuant to the terms and subject to the conditions
of this Agreement.”).
18 See Letter from Ross Lieberman to Marlene Dortch, MB Docket No. 17-179 (filed May 24,
2018).
19 See, e.g., John H. Phipps, Inc. (Assignor) and WCTV Licensee Corp. (Assignee), 11 FCC
Rcd. 13053, ¶ 9 (1996) (permitting non-substantive “essentially instantaneous” transfers to
complete complex transactions).
8
AMERICAN CABLE ASSOCIATION
By:
Matthew M. Polka Ross J. Lieberman

President and CEO Senior Vice President of Government
American Cable Association Affairs
875 Greentree Road American Cable Association
Seven Parkway Center, Suite 755 2415 39th Place, NW
Pittsburgh, Pennsylvania 15220 Washington, DC 20007
(412) 922-8300 (202) 494-5661
June 20, 2018
9
Certificate of Service
I, Ross Lieberman, hereby certify that on this day, true and correct copies of the
foregoing Petition to Deny were sent by electronic mail (where indicated with an
asterisk) and first-class mail to the following:
Colby M. May, Esq., PC David G. O’Neill

P.O. Box 15473 1200 New Hampshire Ave, NW
Washington, DC 20003 Ste 600
Attorney for Howard Stirk Holdings and Washington, DC 20036
Affiliates Attorney for Sinclair Divestiture Trust
Joseph M. Di Scipio Scott R. Flick

400 North Capitol St, NW Pillsbury, Winthrop, Shaw, Pittman LLP
Ste 890 1200 17th St, NW
Attorney for Fox Television Stations, LLC Attorney for Cunningham Broadcasting
Corporation and Affiliates

Washington, DC 20001 Attorney for Sinclair Broadcast Group,
Attorney for Tribune Media Company Inc.
David Roberts* David Brown*

Jeremy Miller*
445 12th Street, SW
Ross Lieberman
June 20, 2018
Before the
In the Matter of
Applications of Tribune Media Company and MB Docket No. 17-179

Sinclair Broadcast Group for Consent to
Transfer Control of Licenses and
Authorizations
COMMENTS OF THE AMERICAN TELEVISION ALLIANCE

IN RESPONSE TO APPLICANTS’ MAY AMENDMENT
Mike Chappell Michael Nilsson

THE AMERICAN Mark Davis
TELEVISION ALLIANCE HARRIS, WILTSHIRE & GRANNIS LLP
1155 F Street, N.W. 1919 M Street, N.W.
Suite 950 The Eighth Floor
(202) 333-8667 (202) 730-1300
Counsel for the
American Television Alliance
June 20, 2018

SUMMARY
Nearly a year after it first proposed to acquire Tribune, Sinclair has submitted its fourth
amendment to its original application. This one seeks to demonstrate that the new combination
of “top-four” stations in St. Louis and the continuation of a recent such combination in
Indianapolis will serve the public interest. It does not come close to doing so. It neither
addresses the impact of retransmission consent fees on consumers nor demonstrates that any
benefits arising from the duopolies will outweigh the harms created by the transaction.
Both traditional and new legal standards govern the Commission’s review here. Section
310(d) requires the Commission to balance the harms of a proposed transaction (including retail
price increases) against claimed benefits. The new “case-by-case” exception to the local media
ownership rules requires a similar balancing of the harms of the proposed duopoly against the
claimed benefits of that duopoly—again, including retransmission consent and the potential for
retail price increases. And as always, the Administrative Procedure Act (“APA”) requires the
Commission to provide a reasoned explanation before abandoning prior findings.
Taken together, these standards mean that the Commission cannot lawfully ignore
retransmission consent-related harm to consumers in this proceeding. The Commission
previously found that top-four duopolies lead to higher consumer prices (and did not abandon
that finding when it amended its local media ownership rule last fall). New evidence in this
proceeding confirms that prior finding. Logically, then, Applicants can succeed here only if (1)
they can demonstrate that retransmission consent harms do not exist with respect to the particular
duopolies they seek (or that conditions would ameliorate such harms); or (2) they can
demonstrate that the benefits of these particular duopolies outweigh the harms. They have done
neither:
i
Applicants have failed to even address the issue of retransmission consent fees,
notwithstanding the Commission’s explicit suggestion that they do so. Here, they focus
solely on questions of ratings and overall revenues—while earlier, they even suggested
that price increases are a good thing. This is a remarkable omission where
retransmission-consent and other distribution revenues now account for between 45 and
50 percent of Sinclair’s revenue.
Applicants have failed to show that their asserted benefits will outweigh retransmission
consent-related harms. Indeed, these claimed benefits are not even cognizable under the
Commission’s transaction precedent because they are neither transaction-specific nor
verifiable. They are simply promises that, if given duopolies, Sinclair will increase local
news coverage post-merger. The Commission should not rely on such vague promises
from a party that has become notorious for its efforts to make local news less local.
We are also concerned that Sinclair will maintain influence over stations it purports to
divest—including the possibility that they may unlawfully conduct or influence joint
retransmission consent negotiations. We are particularly concerned on this score in light of
Sinclair’s demonstrated and repeated abuses related to “sidecars” and its apparent withholding of
key materials in this proceeding. The Commission should ensure that it and the public can
review all of the arrangements between Sinclair and the divestiture parties that exist now, as well
as any the parties enter into after closing. It should also consider prohibiting such sidecar
arrangements, as the Department of Justice did when Nexstar and Media General divested
stations, or at a minimum ensuring that those arrangements reflect genuine divestitures.
ii
TABLE OF CONTENTS
I. Legal Standard ......................................................................................................................... 3
II. The Commission Cannot Ignore The Transaction’s Effect on Consumer Prices.................... 6
The Commission Has Already Determined that Top-Four Duopolies Cause Harms. ..... 7
Additional Evidence Submitted in This Proceeding Confirms the Harms Caused
by Duopolies. ................................................................................................................... 9
III. Applicants Fail to Show That the Duopolies They Seek Will Not Increase Consumer
Prices. .................................................................................................................................... 11
IV. Applicants Have Not Demonstrated That the Benefits of This Transaction Will
Outweigh the Harms. ............................................................................................................. 13
V. Sinclair Should Not Be Allowed to Circumvent the Commission’s Local Ownership Rules
and its Prohibition on Joint Retransmission Consent Negotiations. ..................................... 18
Before the
In the Matter of

Authorizations

The American Television Alliance (“ATVA”) hereby provides its comments on Sinclair
Broadcast Group, Inc.’s (“Sinclair’s”) latest amendment to its proposed acquisition of Tribune
Media Company (“Tribune”).1 Sinclair originally proposed to create numerous “top-four
1
Media Bureau Establishes Consolidated Pleading Cycle for Amendments to the June 26, 2017,
Applications to Transfer Control of Tribune Media Company to Sinclair Broadcast Group, Inc.,
Related New Divestiture Applications, and Top-Four Showings in Two Markets, Public Notice, DA
18-530, MB Docket No. 17-179 (rel. May 21, 2018) (“May Public Notice”). As specified therein, we
submit these comments in connection with each of the transfer applications listed in the Public
Notice. See Applications of Tribune Media Co. and Sinclair Broadcast Group, Inc. for Consent to
Transfer Control of Licenses and Authorizations, MB Docket No. 17-179, May 14, 2018 Amendment
to Comprehensive Exhibit (filed May 14, 2018) (“May Amendment”). As the May Public Notice
sets forth, “this proceeding involves multiple transactions in multiple markets and requires, inter alia,
coordinated timing to effectuate divestures of certain stations,” so “consolidated processing of these
applications will result in administrative efficiency and ensure a comprehensive record in this
proceeding.” May Public Notice at 1-2. The May Amendment represents Applicants’ fourth such
change to its original application. Applications of Tribune Media Co. and Sinclair Broadcast Group,
Inc. for Consent to Transfer Control of Licenses and Authorizations, MB Docket No. 17-179,
Amendment to June Comprehensive Exhibit (filed April 24, 2018) (“April Amendment”);
Applications of Tribune Media Co. and Sinclair Broadcasting Group, Inc. for Consent to Transfer
Control of Licenses and Authorizations, MB Docket No. 17-179, Amendment to June Comprehensive
Exhibit (filed March 8, 2018); Applications of Tribune Media Co. and Sinclair Broadcast Group, Inc.
duopolies.”2 Now, however, it seeks to create a new one in St. Louis3 and to extend one that
Tribune recently created in Indianapolis.4 Applicants’ May Amendment thus purports to contain
for Consent to Transfer Control of Licenses and Authorizations, MB Docket No. 17-179, Amendment
to June Comprehensive Exhibit (filed Feb. 20, 2018).
2
By “top-four duopolies,” we refer to ownership of two or more top-four, full power, overlapping
stations specifically prohibited by the Commission’s local ownership rules without a special showing.
47 C.F.R. § 73.3555. More broadly, we refer to combinations of the “Big Four” networks (ABC,
CBS, NBC, and FOX) within a single market—whether or not they fall within the specific
prohibition—as “Big Four combinations.” The Commission’s rules permit broadcasters to obtain
Big-Four combinations through acquisition of low power stations, through multicast arrangements,
through network affiliation changes, or through combinations that do not involve a top-four rated
station.
3
Applicants hope to combine the ABC affiliate with a FOX affiliate in St. Louis if permitted to do so
by the Department of Justice. See May Amendment at 1. They nonetheless maintain that they need
not make a top-four showing. This, they argue, is because the ABC affiliate was the fifth ranked
station in the market when the Applications were originally filed. April Amendment at 12. Of
course, the only reason why the ABC affiliate was ranked so low is because it was an independent
station for many years, and only recently became affiliated with the ABC network. And, to the extent
the various amendments filed in this proceeding constitute “major” amendments, Amendment of Parts
1 and 21 of the Commission’s Rules and Regulations Applicable to the Domestic Public Radio
Services (Other than Maritime Mobile), 60 F.C.C.2d 549, ¶ 6 (1976) (“[W]e consider an application
which is amended by a major amendment to be so changed as to be the equivalent of a newly filed
application.”), the appropriate date to consider would be the date the amendment was filed. 47 C.F.R.
§ 73.3555(b)(1)(i) (generally prohibiting combinations where, “[a]t the time the application to acquire
or construct the station(s) is filed, at least one of the stations is not ranked among the top four stations
in the DMA, based on the most recent all-day (9 a.m.-midnight) audience share, as measured by
Nielsen Media Research or by any comparable professional, accepted audience ratings service.”).
When the April Amendment was filed, the ABC affiliate had regained its place in the top four. April
Amendment at 2 n.7 (noting that two St. Louis stations, an ABC affiliate and a CW affiliate, have
switched rankings between the time the original application was filed and the time the April
Amendment was filed). Regardless, applicants have purported to make a top-four showing, which we
believe concedes the point that the Commission should not approve the proposed duopoly if the
showing turns out insufficient.
4
Tribune already controls WTTV, the CBS affiliate, and WXIN, the FOX affiliate. The combination
became a duopoly in 2015, when WTTV changed its affiliation from CW to CBS. April Amendment
at 5 n. 19. As Applicants concede, the Commission’s rules generally prohibit Sinclair from acquiring
this duopoly. See 47 C.F.R. § 73.3555(b)(1)(i) (permitting multiple ownership if, “at the time the
application to acquire or construct the station(s) is filed,” the requisite conditions exist). When the
Commission has granted the approval of existing duopolies, it has done so by granting a six-month
waiver, during which the company is required to divest its interest in one of the stations causing the
violation of the local television ownership rule. Clear Channel Broad. Licenses, Inc., Citicasters Co.
Cent. NY News, Inc., CCB Texas Licenses, L.P., Capstar Tx Ltd. P’ship Bel Meade Broad. Co., Inc.,
Ackerley Broad. Operations, LLC, Ackerley Broad. Fresno, LLC & Newport Television LLC, 22 FCC
Rcd. 21196, ¶ 21 (2007). Moreover, as discussed in more detail in Part III, the fact that Tribune could
2
a “top-four showing,” as discussed in last year’s Local Ownership Reconsideration for both
markets.5 Yet Applicants have failed to demonstrate that the benefits of these two top-four
duopolies will outweigh the acknowledged harms. The Commission should reject Applicants’
requests.
I. LEGAL STANDARD
This proceeding represents the first opportunity for the Commission to undertake the
“case-by-case” review for top-four duopolies that it announced in its Local Ownership
Reconsideration last year.6 In any such review, a combination of familiar and new legal
standards governs the Commission’s review.
The Commission’s General Transaction Review Standard. Under the Communications
Act, the Commission will approve a proposed license transfer only if it first concludes that the
transfer will serve “the public interest, convenience, and necessity.”7 In this review, the
Commission “employs a balancing process, weighing any potential public interest benefits of the
proposed transaction against any potential public interest harms.”8 Applicants, not opponents,
create a top-four duopoly without seeking Commission approval provides evidence of how the parties
might seek to circumvent their divestitures.
5
2014 Quadrennial Regulatory Review — Review of the Commission's Broadcast Ownership Rules &
Other Rules Adopted Pursuant to Section 202 of the Telecommunications Act of 1996, et al., 32 FCC
Rcd. 9802 (2017) (“Local Ownership Reconsideration”). In St. Louis, ATVA objects primarily to
joint ownership of KDNL-TV (ABC) and KTVI (Fox).
6
The Commission is simultaneously considering a similar showing submitted by Gray Broadcasting.
See Public Notice, Media Bureau Seeks Comment on Top-four Showing In, and Extends Petition to
Deny Date for, Application to Assign Stations from Red River Broadcast Co., LLC to Gray Television
Licensee, LLC, Public Notice, DA 18-596 (rel. June 7, 2018).
7
47 U.S.C. § 310(d); AT&T Inc. and DIRECTV, 30 FCC Rcd. 9131, ¶ 2 (2015) (“AT&T-DIRECTV”).
8
Media General, Inc. and Nexstar Media Grp., Inc., 32 FCC Rcd. 183, ¶ 19 (2017).
3
bear the burden of demonstrating that the proposed transaction serves the public interest.9 The
Commission’s analysis is “informed by, but not limited to” merger analysis under the Clayton
Act, in which the government may seek to enjoin a merger that “substantially lessen[s]
competition.”10 Whether a transaction will create or enhance pricing power, leading to consumer
price increases and related harms, ranks among the foremost “public interest harms” of concern
to the Commission.11 Likewise, a powerful public interest benefit is the possibility that the
transaction will decrease retail prices.12 The Commission has not hesitated to reject or place
conditions on transactions where retransmission consent-related harms outweighed claimed
benefits.13
9
E.g., AT&T-DIRECTV ¶ 18 (“The Applicants bear the burden of proving, by a preponderance of the
evidence, that the proposed transaction, on balance, serves the public interest.”).
10
Id. ¶¶ 20-21 (citing 15 U.S.C. § 18).
11
See, e.g., EchoStar Commc'ns Corp., Gen. Motors Corp. and Hughes Elecs. Corp., 17 FCC Rcd.
20559, ¶ 169 (2002) (“EchoStar HDO”) (“[The evidence] strongly suggests that, in the absence of
any significant savings in marginal cost, the merger will result in a large increase in post-merger
equilibrium prices. Given this likelihood, we cannot find that the Applicants have met their burden of
demonstrating that the proposed merger will produce merger-specific public interest benefits of the
magnitude the Applicants allege.”); XM Satellite Radio Holdings Inc. to Sirius Satellite Radio Inc., 23
FCC Rcd. 12348, ¶ 6 (2008) (“XM Satellite-Sirius”) (“We also conclude that, absent Applicants'
voluntary commitments and other conditions discussed below, the proposed transaction would
increase the likelihood of harms to competition and diversity. As discussed below, assuming a
satellite radio product market, Applicants would have the incentive and ability to raise prices for an
extended period of time.”); Applications for Consent to the Assignment and/or Transfer of Control of
Licenses Adelphia Commc'ns Corp. to Time Warner Cable Inc. and Comcast Corp., 21 FCC Rcd.
8203, ¶ 116 (2006) (“[W]e find that the transactions may increase the likelihood of harm in markets
in which Comcast or Time Warner now hold, or may in the future hold, an ownership interest in
RSNs, which ultimately could increase retail prices for consumers and limit consumer MVPD choice.
We impose remedial conditions to mitigate these potential harms.”) (emphasis added).
12
AT&T and DIRECTV ¶ 4 (“We find that the combined AT&T-DIRECTV will increase competition
for bundles of video and broadband, which, in turn, will stimulate lower prices, not only for the
Applicants' bundles, but also for competitors' bundled products—benefiting consumers and serving
the public interest.”).
13
See, e.g., Gen. Motors Corp. & Hughes Elecs. Corp., 19 FCC Rcd. 473, ¶ 201 (2004); Comcast
Corp., Gen. Elec. Co. & NBC Universal, Inc., 26 FCC Rcd. 4238, ¶ 48 (2011) (each imposing
conditions related to retransmission consent). Sinclair made these very points when it sought to
condition Comcast’s merger with Time Warner Cable. Petition to Deny of Sinclair Broadcast Group,
4
The “Case-By-Case” Review for Top-Four Duopolies. The Commission’s local
ownership rules prohibit transactions that would combine two or more top-four, full power,
overlapping television stations.14 Since November, however, the rules permit the Commission to
set aside the top-four prohibition if, upon an applicant’s request, it finds that doing so serves the
public interest, convenience, and necessity.15 In this analysis, the Commission will consider the
specific circumstances in a local market or with respect to a specific transaction on a case-by-
case basis.16
The Ownership Reconsideration Order lists a variety of information that parties can
provide to help establish that application of the top-four prohibition is not in the public interest.17
This information specifically includes retransmission consent fees.18 The broad formulation of
the rule, moreover, indicates that the Commission must make the same sort of finding with
respect to a proposed top-four duopoly that it must already make about the transaction
generally—i.e., that the asserted benefits of the top-four duopoly outweigh the harms of that
duopoly. Just as the Commission counts the possibility of retail price hikes as a “harm” when it
Inc. at 1, MB Docket No. 14-57 (filed Aug. 25, 2014) (“[Applicants] must show that the merger: (a)
does no harm, and (b) will affirmatively benefit the public.”); id. (“The Commission must examine
the public interest, convenience, and necessity, ensuring that the merged company will promote
competition in the marketplace.”); id. at 3 (“[Competitive concerns raised by Sinclair] could lead to
higher consumer prices . . . .”).
14
See 47 C.F.R. § 73.3555.
15
47 C.F.R. § 73.3555(b)(2).
16
Id.
17
Local Ownership Reconsideration ¶ 82.
18
Id.
5
considers transactions more generally under the public interest standard, it must likewise count
such potential harm when it considers top-four duopolies under the same standard.19
Adherence to Prior Findings. In all of its activities, including the transaction and top-
four duopoly reviews, the Commission must comply with the Administrative Procedure Act.
Under the APA’s prohibition against arbitrary or capricious agency action,20 the Commission
may reverse an explicit finding only if it offers a satisfactory explanation for doing so.21 An
agency must provide a more detailed explanation when, for example, “its new policy rests upon
factual findings that contradict those which underlay its prior policy; or when its prior policy has
engendered serious reliance interests that must be taken into account.”22
II. THE COMMISSION CANNOT IGNORE THE TRANSACTION’S EFFECT ON CONSUMER

PRICES.
In applying the legal standards discussed above, the Commission cannot ignore the harm
caused by higher retransmission consent and consumer prices. The Commission must balance
the harms and benefits of top-four duopolies. It has already found that such duopolies will raise
retransmission consent prices and thus will result in consumer price increases. Additional
evidence in this proceeding confirms the Commission’s prior finding. In order to approve the
proposed duopoly, the Commission must therefore conclude either that: (1) retransmission
19
In Part III, below, we discuss what appears to be Applicants’ narrower view of the rules.
20
5 U.S.C. § 706(2)(A); see Vermont Yankee Nuclear Power Corp. v. Nat. Res. Def. Council, Inc., 435
U.S. 519, 545-49 (1978).
21
See Motor Vehicle Mfrs. Ass’n. of U.S., Inc. v. State Farm Mut. Auto. Ins. Co., 463 U.S. 29, 43
(1983); FCC. v. Fox Television Stations, Inc., 556 U.S. 502, 515 (2009) (“To be sure, the requirement
that an agency provide reasoned explanation for its action would ordinarily demand that it display
awareness that it is changing position. An agency may not, for example, depart from a prior policy
sub silentio or simply disregard rules that are still on the books. . . .”).
22
Fox, supra, 556 U.S. at 515.
6
consent harms do not exist for these particular duopolies (or that conditions will sufficiently
address them); or (2) these particular duopolies offer benefits that outweigh the harms. This is
not, as broadcasters have suggested, a new “pay TV-centric hurdle on top of the existing
generally applicable public interest standard.”23 It is the public interest standard to be applied to
this transaction.
The Commission Has Already Determined that Top-Four Duopolies Cause

Harms.
The Commission has already found that the sort of combination proposed by applicants
will lead to higher consumer prices. In its Joint Negotiation Order, the Commission explicitly
and at length found that permitting a single entity to negotiate retransmission consent on behalf
of more than one top-four station in a single market will “invariably tend to yield” higher
retransmission consent fees.24 It stated that “same market, Top Four stations are considered by
an MVPD seeking carriage rights to be at least partial substitutes for one another.”25 It also
found that such increases may cause pressure for retail price increases,26 a harm that “outstrip[s]
23
Letter from Rick Kaplan to Marlene Dortch, MB Docket No. 14-50 et al. at 5 (filed Nov. 9, 2017)
(“NAB Nov. 9 Letter”).
24
Amendment of the Commission’s Rules Related to Retransmission Consent, 29 FCC Rcd. 3351, ¶ 10
(2014) (“Joint Negotiation Order”) (“[J]oint negotiation among any two or more separately owned
broadcast stations serving the same DMA will invariably tend to yield retransmission consent fees
that are higher than those that would have resulted if the stations competed against each other in
seeking fees.”). Of course, the Joint Negotiation Order contained rules about joint negotiation among
non-commonly owned stations. As we explained in an earlier ex parte, however, the Commission
had no reason to issue rules about joint ownership because the Commission’s rules already prohibited
common ownership of such stations absent a specific waiver showing. And the harms caused by joint
negotiation and joint ownership of top-four stations are precisely the same. If a party can increase
prices when it can negotiate on behalf of two non-commonly owned top-four stations in a market, it
can also increase prices when it owns two top-four stations in that market and negotiates for both.
See Letter from Michael Nilsson to Marlene Dortch, MB Docket No. 15-216 et al. at 3 n.13 (Nov. 3,
2017) (citing economic studies).
25
Joint Negotiation Order ¶ 13.
26
Id. ¶ 17.
7
any efficiency benefits” from joint negotiation.27 Congress later codified and expanded this
rule.28 The Department of Justice then relied on similar conclusions when it required divestitures
in the Nexstar-Media General merger.29
The Commission’s Local Ownership Reconsideration did not abandon this prior finding.
It merely rejected the notion that the prior finding prevented the Commission from engaging in a
case-by-case review.30 The Commission concluded, in part, that “common ownership of two
top-four stations implicates a broader range of potential benefits and harms than a narrow
agreement between two top-four stations to jointly negotiate retransmission consent so there is
no inherent inconsistency between adopting a bright-line rule in the latter case and a case-by-
case review in the former case.”31 This, however, does not say that retransmission consent does
not matter. It states that retransmission consent stands among a “broader range of potential
benefits and harms” that the Commission must consider in deciding whether to grant a proposed
27
Id. ¶ 10 (“With regard to Top Four broadcasters, we can confidently conclude that the harms from
joint negotiation outstrip any efficiency benefits identified and that such negotiation on balance hurts
consumers.”).
28
STELA Reauthorization Act of 2014, Pub. L. No. 113-200, § 103(a); 47 U.S.C. § 325(b)(3)(C)(iv)
(subsequent legislation requiring the Commission to “prohibit a television broadcast station from
coordinating negotiations or negotiating on a joint basis with another television broadcast station in
the same local market . . . to grant retransmission consent under this section to a[n MVPD], unless
such stations are directly or indirectly under common de jure control permitted under the regulations
of the Commission . . . .”).
29
See Competitive Impact Statement at 8, United States v. Nexstar Broad. Grp., Inc., No. 1:16-cv-
01772-JDB (D.D.C. Sept. 2, 2016), available at https://www.justice.gov/atr/case-
document/file/910661/download.
30
Local Ownership Reconsideration ¶ 82 n.239.
31
Id.
8
top-four duopoly. In the final analysis, in considering harms and benefits, the Commission
cannot ignore a harm that it has already found to exist.32
Additional Evidence Submitted in This Proceeding Confirms the Harms

Caused by Duopolies.
Additional evidence submitted by ATVA and its members in the last six months provide
further support for the Commission’s prior conclusions regarding top-four duopolies and
retransmission consent prices.33 In the Media Ownership proceeding, for example, executives of
ATVA member companies testified that entities controlling more than one of the FOX, CBS,
ABC, and NBC network affiliates in a single market can—and do—increase prices.34
More importantly, ATVA member DISH has presented empirical evidence in this
proceeding confirming the Commission’s earlier findings.35 In a series of economic reports,
32
The Commission has, to our knowledge, taken into account the harms of retransmission consent
related to local-market consolidation at least three times. In one such case, the Commission declined
to take action because of divestitures ordered by the Department of Justice. Media General, Inc. and
Nexstar Media Grp., Inc., 32 FCC Rcd. 183, ¶ 35 (2017) (“With the divestitures, the transaction will
not significantly change whatever bargaining leverage Applicants currently have in the affected local
markets.”). In the other, the Commission found that, subject to certain conditions related to
retransmission consent, the combination met the “failing station” standard for a waiver—i.e., that the
benefits outweighed the harms. Fireweed Commc'ns LLC and Gray Television Licensee, LLC, 31
FCC Rcd. 6997 (2016). And in the third, petitioners had raised issues of joint negotiation among
non-commonly owned parties—an issue that was then pending in a rulemaking. The Commission
chose to address the issue in the rulemaking context instead. Belo Corp. and Gannett Co., Inc., 28
FCC Rcd. 16867 ¶ 31 (2013). In none of these cases did the Commission simply dismiss the
retransmission consent-related harm caused by duopolies.
33
State Farm, supra, 463 U.S. at 43 (“Normally, an agency rule would be arbitrary and capricious if the
agency has . . . failed to consider an important aspect of the problem [or] offered an explanation for
its decision that runs counter to the evidence before the agency . . . .”).
34
See Letter from Michael Nilsson to Marlene Dortch, MB Docket No. 15-216 et al. (filed Oct. 25)
(“ATVA Oct. 25 Letter”), attached hereto as Exhibit A.
35
See Declaration of Janusz Ordover, attached to Petition to Deny of DISH Network L.L.C., MB
Docket No. 17-179 (filed Aug. 7, 2017) (“DISH Petition”) (“Ordover Decl.”); Declaration of William
P. Zarakas and Jeremy A. Verlinda , attached to DISH Petition (“Zarakas and Verlinda Decl.”); Reply
Declaration of Janusz Ordover ¶ 11, attached to Reply Comments of DISH Network, L.L.C., MB
Docket No. 17-179 (filed Aug. 29, 2017) (“DISH Reply”) (“Ordover Reply Decl.”); Reply
9
DISH used its own confidential data to confirm the Commission’s findings that top-four stations
are considered by an MVPD seeking carriage rights to be at least partial substitutes for one
another. Thus, DISH demonstrated that an MVPD would lose more by the combined entity
withholding both top-four stations simultaneously than by each party withholding its own top-
four station separately.36
Applicants have not rebutted these findings. Applicants’ economist did file an initial
submission, in which he agreed with the economic theory presented by DISH but disputed
aspects of DISH’s evidence.37 Yet Applicants have never responded to DISH’s reply
declarations containing the econometric analyses described above. Nor did Applicants submit
their own analysis using their own data—data that would surely shed light on duopoly pricing
issues.
Declaration of William P. Zarakas and Jeremy A. Verlinda attached to DISH Reply (“Zarakas and
Verlinda Reply Decl.”).
36
First, DISH conducted a regression analysis of subscriber cancellations in DMAs affected by a media
group blackout. It compared (1) the combined impacts in a market where two stations were blacked
out (even if they were unlike stations; i.e., one top-four network and one non top-four station) to (2)
the sum of the impacts in a market where the broadcaster controls a top-four station and another
market where the broadcaster controls a non-top-four station. DISH Reply at 37. It then adjusted the
impact from the loss of a non top-four station to reflect the higher value of a top-four station by using
the ratio of the retransmission fees that the associated broadcaster charges for top-four and non-top
four stations, respectively. Id. DISH found that the impact on subscriber cancellations resulting from
the loss of two local broadcast stations in the same market is greater than the sum of the individual
impacts associated with the blackout of one local broadcast station in one market and another station
in another market. Id. at 37-38.
37
Declaration of Gautam Gowrisankaran ¶ 38, attached to Applicants’ Consolidated Opposition to
Petitions to Deny, MB Docket No. 17-179 at 27 (filed Aug. 23, 2017) (“Applicants’ Consolidated
Opp.”) (“Gowrisankaran Dec.”) (“I agree with Dr. Ordover’s general use of a bargaining model
. . . .”).
10
III. APPLICANTS FAIL TO SHOW THAT THE DUOPOLIES THEY SEEK WILL NOT INCREASE
CONSUMER PRICES.
Acknowledgement of the consumer harms generally stemming from top-four duopolies
does not end the analysis. Those seeking top-four duopolies can demonstrate that the harm the
Commission has found to exist generally does not exist in particular markets—either because of
peculiarities of the market itself or because Applicants propose conditions to address these
harms.38 This is why the Commission suggested in its Local Ownership Reconsideration Order
that applicants submit data related to retransmission consent fees,39 and why the Media Bureau
last month specifically requested additional retransmission consent-related data.40
Here, however, Applicants make no attempt to address retransmission consent-related
harms at all, including the harms found in the Joint Negotiation Order. Instead, the Applicants
only provide ratings share data and revenue (including retransmission consent revenue) along
with an overview of other competitors in the market. But they do not even attempt to argue (nor
does their data show) that their proposed top-four duopolies would not cause retransmission
consent prices to rise or that there is anything special about the markets in Indianapolis or St.
Louis that should cause the Commission to deviate from its prior conclusions that joint
negotiations by top-four stations will cause retransmission consent prices to rise.
Rather than show that their top-four duopolies would not affect retransmission consent
prices, Applicants appear to suggest that the Commission should approve the proposed duopolies
38
Gen. Motors Corp. & Hughes Elecs. Corp., Transferors, 19 FCC Rcd. 473, 510-13 (2004) (News
Corp. proposes to be bound by the program access rules as a condition of purchasing DIRECTV). As
discussed in Part IV, below, parties can also show that the purported benefits of their transaction
outweighs the harms.
39
Id. ¶ 82.
40
See, e.g., Letter from Michelle M. Carey to Miles S. Mason and Mace J. Rosenstein, MB Docket No.
17-179 (May 21, 2018) (requesting information related to retransmission consent revenues).
11
because they comport with two factors discussed in the Local Ownership Reconsideration
Order: (1) they allegedly will not result in the merged entity holding outsize market share
compared to other broadcasters; and (2) pre-merger, there is not a huge gap between the fourth
and fifth ranked station.41 But while those two factors may be relevant to the public-interest
analysis,42 the Commission has never suggested that those factors—or any other set of factors—
are outcome determinative without regard to other harms caused by the proposed duopoly.43 On
the contrary, the applicants “must demonstrate that the benefits of the proposed transaction
would outweigh the harms,”44 which they cannot do without addressing the effect of their
duopolies on retransmission consent.
Applicants’ failure to address retransmission consent and consumer prices appears
deliberate, as they earlier argued that retransmission consent issues “are not relevant to the public
interest determination the Commission must make.”45 Congress, they argue, has already created
a marketplace for retransmission consent.46 When fees “are determined by the give and take of
the marketplace, the public interest is served.”47 So even if this transaction permits Sinclair to
increase retransmission consent fees significantly, “those higher rates reflect the marketplace at
41
May 14 Amendment at 3; April Amendment at 6, 14.
42
Local Ownership Reconsideration ¶¶ 79, 80.
43
Id. ¶82 (2017) (“Given the variations in local markets and specific transactions, however, we do not
believe that applicants would be well served by a rigid set of criteria for our case-by-case analysis.”).
44
Id. at ¶82. Even if the Commission were to agree with Sinclair’s view of the legal standard for a top-
four showing—i.e., that it is limited to the two factors raised by Sinclair—it would still have to
consider retransmission consent and retail price increases as part of its broader transaction review, or
explain why it is abandoning decades of precedent.
45
Applicants’ Consolidated Opp. at 27.
46
Id. at 28.
47
Id.
12
work.”48 This position, however, ignores the most rudimentary aspects of any transaction
review.49 The facts demonstrate that this transaction will lead to higher consumer prices by
increasing Applicants’ leverage in retransmission consent negotiations. That Applicants
characterize such negotiations as taking place in a marketplace has no bearing on whether this
transaction will change that marketplace in a way that harms consumers and disserves the public
interest.
In any event, Applicants ignore retransmission consent-related harms to consumers from
the two duopolies entirely. In light of the failure to address consumer pricing at all, the
Commission must conclude that the transaction will place upward pressure on retransmission
consent rates in these markets, and ultimately will raise consumers’ bills.
IV. APPLICANTS HAVE NOT DEMONSTRATED THAT THE BENEFITS OF THIS TRANSACTION
WILL OUTWEIGH THE HARMS.
Having failed to show that their proposed duopolies would not cause retransmission
consent-related harms (or that conditions would ameliorate those harms), Applicants can succeed
in only one way—by establishing public-interest benefits from the duopolies that outweigh these
harms. Here again, however, they come short.
In St. Louis, Sinclair claims that formerly-independent KDNL (now Tribune’s ABC
affiliate) offered limited news for years and now offers no local news.50 It states that, if
permitted to combine KDNL with KTVI (Sinclair’s Fox affiliate), Sinclair would plan to
48
Id. at 31.
49
As ATVA member ACA has suggested, the most generous reading of Sinclair’s remarkable assertion
is not that higher prices don’t cause harm, but instead that any consumer harms from higher prices are
outweighed by public interest benefits purportedly stemming from such increases. Letter from
Michael Nilsson to Marlene Dortch, MB Docket No. 17-318 (filed June 16, 2018).
50
April Amendment at 16.
13
add newscasts and staffing to KDNL.51 This, in turn, would result in simultaneous and
distinct newscasts on the two stations “to produce community-driven and hyper-local
news.”52 Alternatively, Sinclair claims that if the Commission permits it to own KTVI
and KPLR-TV, it would continue to produce news and local programming that Tribune is
already producing.53
In Indianapolis, Sinclair argues that Tribune’s duopoly of WTTV and WXIN has been
able to produce more news and local programming since WTTV obtained its CBS
affiliation in 2015.54 Permitting Sinclair to own both of these stations would “simply
maintain the status quo” with respect to these claimed benefits.55
These claimed benefits, however, do not come close to outweighing the retransmission consent
harms the Commission has previously found and which DISH’s economic analysis reiterates.56
Indeed, these claimed benefits are not cognizable under long-established Commission precedent
because they are neither transaction-specific nor verifiable.
The Claimed Benefits are Not Transaction-Specific. Claimed public interest benefits
must be transaction-specific. “That is, the claimed benefit must be likely to occur as a result of
51
Id.
52
Id.
53
May Amendment at 4-5.
54
55
Id. at 11.
56
Comcast Corp., Gen. Elec. Co. & NBC Universal, Inc., 26 FCC Rcd. 4238, ¶227 (2011) (“The
Commission applies a ‘sliding scale approach’ to its ultimate evaluation of benefit claims. Where
potential harms appear both substantial and likely, the Applicants' demonstration of claimed benefits
must reveal a higher degree of magnitude and likelihood than the Commission would otherwise
demand. On the other hand, where potential harms appear less likely and less substantial, we will
accept a lesser showing.”).
14
the transaction but unlikely to be realized by other practical means having less anticompetitive
effect.”57 Applicants have demonstrated neither that the benefits they cite are likely to occur as a
result of the transaction nor that they are unlikely to be realized otherwise.58
First, Sinclair’s promise of more local news is not a quantifiable and enforceable
commitment.59 In the past, the Commission has relied on enforceable commitments in weighing
asserted benefits.60 Without such specific and enforceable commitments, however, the
Commission has no basis to ensure that the public actually receives the benefits of the promised
news offerings. Particularly in cases of significant harm (such as here), the Commission should
not rely on “mere speculation and promises about post-merger behavior.”61
Nor can the Commission conclude that the more money Sinclair makes from its
duopolies, the more money it will spend on local news. The Commission has no basis to
conclude that Sinclair would spend its increased revenues on improving local news. Here,
57
AT&T-DIRECTV ¶ 273 (emphasis added).
58
Id.
59
Indeed, Sinclair cites maintenance of the status quo as a claimed benefit in Indianapolis.
60
AT&T-DIRECTV at 9277-79; XM Satellite-Sirius at 12394-417; Qwest Commc'ns Int'l Inc. &
Centurytel, Inc. d/b/a Centurylink for Consent to Transfer Control, 26 FCC Rcd. 4194, 4211 (2011)
(“CenturyLink's broadband deployment and adoption commitments constitute public interest benefits.
We emphasize that these voluntary commitments rely on private investment, and do not rely on
public funding sources such as universal service support. This type of private-sector investment in
broadband, and the competition it will promote among providers, is critical to ensuring a healthy and
innovative broadband ecosystem and to encouraging new products and services that benefit American
consumers and businesses of every size. These commitments are consistent with the Applicants'
asserted benefit of focusing on local communities and rural customers; accordingly, we accept these
commitments and make them binding and enforceable conditions of our approval.”).
61
Echo Star Commc’ns Corp., 17 FCC Rcd. 20559, ¶ 102 (2002) (“Moreover, given the high
concentration levels, the court must undertake a rigorous analysis of the kinds of efficiencies being
urged by the parties in order to ensure that those ‘efficiencies’ represent more than mere speculation
and promises about post-merger behavior.”) (citing FTC v. H.J. Heinz Co., 246 F.3d 708, 720-21
(D.C. Cir. 2001)).
15
Sinclair’s past and recent conduct seems especially relevant. It has made headlines lately
precisely because of attempts to replace local news with regional or national segments dictated
from corporate headquarters.62 The record in this proceeding, moreover, shows that Sinclair has
a long history of shedding local news assets after acquiring stations.63 Sinclair seems
particularly unlikely to devote additional revenues to improving local news coverage in light of
this evidence to the contrary.
Even if one were to believe Sinclair’s promises, Sinclair cannot show that such
improvements are “unlikely to be realized otherwise.”
As DISH has shown, Tribune has a much better record on news issues than does
Sinclair.64 It thus remains likely that Tribune on its own would offer better news
programming than a combined Sinclair-Tribune.
Sinclair claims that efficiencies caused by the proposed duopolies will permit extra
news coverage.65 Sinclair nowhere explains, however, why it could not obtain these
particular efficiencies (sharing of news facilities, for example) through contract—even
though Sinclair claims that this is what it uses “sidecars” for.66 Nor, for that matter,
62
Timothy Burke, How America's Largest Local TV Owner Turned Its News Anchors Into Soldiers In
Trump's War On The Media, Deadspin (Mar. 31, 2018), https://theconcourse.deadspin.com/how-
americas-largest-local-tv-owner-turned-its-newsanc-1824233490.
63
DISH Petition at 49-56, Free Press PTD at 22-23.
64
DISH Petition at 59.
65
April Amendment at 16 (“The merger of KDNL-TV’s newsroom with the KTVI newsroom would
enable Sinclair to leverage Tribune’s existing news operations and to add news in the DMA.”).
66
E.g., Letter from Barry Faber to Marlene Dortch, MB Docket No. 09-182 (Dec. 6, 2012) (suggesting
that cost savings from JSAs “generally result from the efficiencies inherent in combining operations
in a single location and from requiring fewer employees to perform combined tasks for two television
stations (such as management, engineering, finance, master control, traffic, etc.)” and arguing that
“such arrangements have prevented the demise of numerous failing stations and have allowed
16
does Sinclair explain why the other alleged efficiencies from this transaction in non-
duopoly markets could not be directed to pay for additional news coverage in duopoly
markets.
Applicants’ showing is not transaction-specific for yet another reason. The Commission
did not eliminate the top-four duopoly prohibition. Rather, it created an exception to the general
rule meant to apply “based on the circumstances in a particular market or with respect to a
particular transaction.”67 Accordingly, the Commission should not consider alleged benefits
claimed to be true generally. Benefits that hold true across many or most local markets cannot
logically form the basis of a showing that is supposed to be specific to a particular market or
markets. They are, at best, evidence that the Commission should permit duopolies more
generally—a conclusion that the Commission rejected last year. Here, Applicants make no effort
to explain why the benefits they cite are specific to St. Louis or Indianapolis. They make,
instead, generalized claims that they will spend more money on news if permitted to merge.
Such “benefits,” even if they existed, could not be used as a justification for a “market-specific”
exception to the general rule. Were the Commission to permit a duopoly based on such a
showing, the exception would quickly swallow the rule itself.
The Claimed Benefits are Not Verifiable. Claimed benefits must also be verifiable.68
Applicants have the burden of providing sufficient evidence to support each claimed benefit to
enable the Commission to verify its likelihood and magnitude. The Commission discounts
licensees to take advantage of improved financial situations to bring diverse programming to the
video marketplace, which benefits the viewing public.”).
67
Local Ownership Reconsideration Order ¶ 78.
68
AT&T-DIRECTV ¶ 274.
17
speculative benefits that it cannot verify. Moreover, “benefits that are to occur only in the distant
future may be discounted or dismissed because, among other things, predictions about the more
distant future are inherently more speculative than predictions about events that are expected to
occur closer to the present.”69
Sinclair has made no claims as to the timing of its promised improvements to St. Louis
and Indianapolis news services. Accordingly, all such claims are “speculative” in that they may
occur only in the “distant future.” More generally, while some of the claimed news
improvements are sufficiently specific for the Commission to verify,70 others are not. Some
claims of news improvements—such as the promise to “expand the stations’ investigative
reporting” in Indianapolis71—are far too vague to be verified by the Commission. Likewise, the
Commission should ignore claims of a new, “hyper-local” focus for news, as Sinclair has
provided no basis by which the Commission can verify this claim.72 Sinclair has failed to
explain, for example, how much news must be “hyper-local” to validate this clam. Nor has it
explained what counts as “hyper-local” for these purposes.
V. SINCLAIR SHOULD NOT BE ALLOWED TO CIRCUMVENT THE COMMISSION’S LOCAL

OWNERSHIP RULES AND ITS PROHIBITION ON JOINT RETRANSMISSION CONSENT
NEGOTIATIONS.
When Sinclair first proposed to acquire Tribune, it sought to create numerous top-four
duopolies in violation of the Commission rules. After a year of different proposals, Sinclair has
now settled on a plan to divest stations in most of those markets, seeking to create or maintain
69
Id. (citing Echostar HDO, 17 FCC Rcd. at 20630-31 (2002)).
70
April Amendment at 16 (listing specific newscasts “planned” for St. Louis).
71
Id. at 11.
72
Id. at 16 (discussing “hyper-local” strategy for St. Louis).
18
duopolies only in St. Louis and Indianapolis.73 Just as the Commission examines the duopolies
Sinclair officially seeks, it should examine each of Sinclair’s purported divestitures in what
otherwise would be duopoly markets to ensure that they are genuine—particularly in light of
Sinclair’s past conduct involving allegedly “independent” television stations.
To begin with, some of Applicants’ proposed divestitures contemplate an official ongoing
commercial relationship between Sinclair and the proposed divestiture party through Joint Sales
and Shared Services agreements. These agreements, on their face, place responsibility for
retransmission consent issues in the hands of the divestiture party.74 For example, the “Form of
Shared Service Agreement” with Armstrong purports to give Sinclair responsibility only for
technical issues, promotions, and back office management, while leaving authority to negotiate
retransmission consent with Armstrong.75 Yet this alone does not prevent Sinclair and
Armstrong from engaging in a wide variety of coordination with respect to retransmission
consent, including through informal, non-binding, and secret arrangements. Indeed, the
agreement seems to facilitate such prohibited retransmission consent coordination. Under this
agreement, Sinclair gets paid only after it delivers to Armstrong a “monthly statement” of “net
73
May Amendment, Attachment 1 (listing divestitures).
74
E.g., Joint Sales Agreement, available at
https://licensing.fcc.gov/cdbs/CDBS_Attachment/getattachment.jsp?appn=101784249&qnum=5040
&copynum=1&exhcnum=2 (“Armstrong Form JSA”); (requiring station to elect retransmission
consent); Shared Services Agreement, available at
&copynum=1&exhcnum=3 (“Armstrong Form of SSA”) (“Station Licensee shall retain the authority
(a) to make elections for must-carry or retransmission consent status, as permitted under the FCC
Rules, and (b) to negotiate, execute, and deliver retransmission consent agreements with cable,
satellite, and other multichannel video providers (“MVPDs”) for which Station Licensee has provided
timely notice of its election of retransmission consent.”).
75
Armstrong Form of SSA ¶ 6.
19
sales revenue”—a term defined to include retransmission consent revenue.76 Moreover,
Sinclair’s payments appear to depend in part on how high such revenues are.77 Here, in other
words, the four corners of the document contemplate Sinclair having information related to
Armstrong’s retransmission consent pricing. This would violate the prohibition on joint
negotiation within a market, which prohibits “any informal, formal, tacit or other agreement
and/or conduct that signals or is designed to facilitate collusion regarding retransmission terms or
agreements between or among . . . broadcast television stations that are not commonly owned
and that serve the same DMA.”78
Other details about divestitures meant to comply with the national ownership cap raise
serious doubts about whether Sinclair’s proposed duopoly divestitures are real. According to
recent press reports, a number of Sinclair’s proposed national-cap divestitures involve sales to
76
Id. Schedule A ¶ 3 (incorporating by reference JSA Schedule 3.1); Armstrong Form JSA Schedule
3.1, ¶ 1. (“Net Sales Revenue. For purposes of this Agreement, the term ‘Net Sales Revenue’ means
(i) all gross revenue received by Sales Agent or Station Licensee for all Advertisements, less agency,
buying service or other sales commissions paid to or withheld by an advertiser, agency or service, as
the case may be, (ii) any network compensation or other similar payments (net of any expenses for
reverse retransmission payments other expenditures paid by Station Licensee or otherwise paid in
respect of the Station pursuant to applicable network agreements) made to Station Licensee or
otherwise paid in respect of the Station or its programming, (iii) any retransmission fees or other
similar payments (net of any expenditures paid pursuant to applicable retransmission consent
agreements and/or OTT agreements) made to Station Licensee or otherwise paid in respect of the
Station or its programming or other payments made to Station Licensee pursuant to any
retransmission consent agreements and (iv) any other amounts designated for inclusion in the
calculation of Net Sales Revenue pursuant to the terms and subject to the conditions of this
Agreement.”).
77
Id.
78
Joint Negotiation Order ¶ 27. The Commission replaced its original joint negotiation rules after
Congress enacted its own version of the rule in STELAR, which is not limited to top-four
combinations. 47 C.F.R. § 76.65(b)(1)(viii) (prohibiting joint negotiation among non-commonly
broadcasters within a single local market). The Commission described the new version as “broader
than, and thus supersed[ing], the Commission's [then-] existing prohibition.” Implementation of
Sections 101, 103 & 105 of the STELA Reauthorization Act of 2014, 30 FCC Rcd. 2380, ¶ 4 (2015).
We thus understand the new rule to encompass the prior rule’s prohibition on information sharing.
20
close friends of its CEO at prices that are significantly below market value. For example,
Sinclair proposes to sell three stations to Armstrong Williams, “a longtime friend of Sinclair
Executive Chairman David Smith” for about $4.95 million—a price that is “$45 million to $55
million less than what Justin Nielson, a senior research analyst who tracks the broadcast sector
for the data and research firm Kagan, said he would have expected.”79 The same report notes
that Sinclair plans to sell another group of stations to Cunningham, “a company with close ties to
the Smith family” in a deal that “could have left as much as $40 million on the table.” Of course,
profit-maximizing businesses do not ordinarily leave tens of millions of dollars on the table,
which suggests that something else is going on here. If Sinclair is “selling” stations to allies for
fractions of their fair-market value, that strongly suggests that it is not truly ceding control or that
it expects to receive something else in return.80 Nor is it any mystery what Sinclair stands to
gain by retaining influence or control over stations they divest to comply with the Commission’s
rules: keeping “divested” stations “close at hand” gives Sinclair “increased leverage in
negotiating the fees that cable companies pay to carry their stations, as well as the fees Sinclair
pays networks for their affiliations.”81
More broadly, in light of Commission findings that Sinclair has impermissibly negotiated
retransmission consent agreements on behalf of putatively independent stations,82 we are
79
Jason Schwartz, Armstrong Williams got ‘sweetheart’ deal from Sinclair, Politico (June 13, 2018),
80
Edwin L. Edwards, Sr (Transferor) and Carolyn C. Smith (Transferee) for Consent to the Transfer,
16 FCC Rcd. 22236, ¶24 (2001) (“Further, the structuring of the Sullivan III transaction to allow
Sinclair to pay almost all of the purchase price of the Sullivan III stations and Glencairn to obtain
these stations at a small fraction of their value underscores the fact that it was Sinclair, and not
Edwards, that made the decision as to what stations Glencairn should acquire and at what price.”).
81
Schwartz, supra.
82
See Sinclair Broad. Grp., Inc., 31 FCC Rcd. 8576, ¶ 4 (2016).
21
concerned about the possibility that Sinclair might have engaged in undisclosed
“understandings” with divestiture partners, or may enter into agreements after obtaining
Commission approval, that would enable it to engage in prohibited joint negotiation in putative
duopoly markets. Two years ago, the Commission found that Sinclair had violated the
prohibition on joint retransmission consent negotiations in a single market and announced a
consent decree in which Sinclair paid nearly $10 million to settle the proceeding.
“Sinclair represented numerous Non-Sinclair Stations in retransmission consent
negotiations with MVPDs between April 2, 2015 (the effective date of the Commission's
rule implementing the statutory prohibition on joint negotiation) and November 30,
2015.”83
“More specifically, during this time period, Sinclair negotiated retransmission consent on
behalf of, or coordinated negotiations with, a total of 36 Non-Sinclair Stations with which
it had JSAs, LMAs, or SSAs, concurrently with its negotiation for retransmission consent
of at least one Sinclair Station in the same local market.”84
“These negotiations involved a total of six different MVPDs, and in some instances
Sinclair represented the same Non-Sinclair Station in retransmission consent negotiations
with multiple MVPDs.”85
Unfortunately, Sinclair’s cavalier approach to the Commission’s rules appears to be
continuing in this proceeding. ATVA member ACA noted that Sinclair has unilaterally withheld
numerous agreements, schedules, exhibits, and related documents, including materials that
83
Id.
84
Id.
85
Id.
22
appear to contemplate ongoing relationships between Sinclair and the parties to whom it will
putatively divest stations.86 Sinclair determined not to supply many of these materials because it
unilaterally concluded that they either “contain proprietary information” (notwithstanding
procedures in place for protecting such information from disclosure87) or “are not germane to the
Commission’s consideration of this application.”88
Of course, stations routinely enter into any number of arrangements (including JSAs,
SSA, and LMAs) for perfectly valid reasons. Yet, even if the Commission permits such
arrangements generally, it should not permit parties to use them to circumvent media ownership
and joint retransmission consent negotiation rules—particularly with a party that has a recent
history of violating these very rules. Accordingly:
The Commission should, as an initial matter, require Applicants to submit for review all
agreements, arrangements, and understandings among themselves and divestiture parties
with respect to the divested stations. This should, of course, apply to all such
arrangements that exist now. It should also apply, as a condition of approval, to
arrangements that the parties enter into after closing.
Second, the FCC should adopt the approach the Department of Justice took in a much
smaller merger—prohibiting most such arrangements between Applicants and their
86
See Letter from Ross Lieberman to Marlene Dortch, MB Docket No. 17-179 (filed May 24, 2018).
87
See Tribune Media Co. & Sinclair Broad. Grp., Inc., 32 FCC Rcd. 5612 (MB 2017) (issuing
protective order).
88
Application for Consent to Assignment of Broad. Station Construction Permit or License, File No.
BALCDT-20180514AAU (filed May 14, 2018) (“KCPQ Transfer”) (transfer of KCPQ from Tribune
to Fox).
23
divestiture counterparties.89 (While the FCC’s local media ownership rules were
different then, the competitive harm that DOJ sought to remedy—namely, ensuring that
prevented the merging parties from raising retransmission consent prices to consumers—
was exactly the same as that faced here.90)
Third, if the Commission does not prohibit these arrangements altogether, Sinclair should
not be allowed to retain significant influence over the divested station’s finances,
89
Final Judgment at 16, United States v. Nexstar Broad. Grp., Inc., No.1:16-cv-01772-JDB (D.D.C.,
Nov. 16, 2016), available at https://www.justice.gov/atr/case-document/file/925071/download
(“Defendants may not (1) reacquire any part of the Divestiture Assets, (2) acquire any option to
reacquire any part of the Divestiture Assets or to assign the Divestiture Assets to any other person, (3)
enter into any local marketing agreement, joint sales agreement, other cooperative selling
arrangement, or shared services agreement, or conduct other business negotiations jointly with the
Acquirers with respect to the Divestiture Assets, or (4) provide financing or guarantees of financing
with respect to the Divestiture Assets, during the term of this Final Judgment. The shared services
prohibition does not preclude Defendants from continuing or entering into agreements in a form
customarily used in the industry to (1) share news helicopters or (2) pool generic video footage that
does not include recording a reporter or other on-air talent, and does not preclude Defendants from
entering into any non-sales-related shared services agreement or transition services agreement that is
approved in advance by the United States in its sole discretion.”).
90
Competitive Impact Statement at 8-9, United States v. Nexstar Broad. Grp., Inc., No. 1:16-cv-01772-
JDB (D.D.C., Sept. 2, 2016), available at https://www.justice.gov/atr/case-
document/file/910661/download (“The proposed merger would also diminish competition in the
negotiation of retransmission agreements with MVPDs in the DMA Markets. The acquisition would
provide Nexstar with the ability to threaten MVPDs in each of the DMA Markets with the
simultaneous blackout of at least two major broadcast networks: its own network(s) and Media
General’s network(s). That threatened loss of programming, and the resulting diminution of an
MVPD’s subscribers and profits, would significantly strengthen Nexstar’s bargaining position. Prior
to the merger, an MVPD’s failure to reach a retransmission agreement with Nexstar for a broadcast
television station might result in a blackout of that station and threaten some subscriber loss for the
MVPD. But because the MVPD would still be able to offer programming on Media General’s major
network affiliates, which are at least partial substitutes for Nexstar’s affiliates, many MVPD
subscribers would simply switch stations instead of cancelling their MVPD subscriptions. After the
merger, an MVPD negotiating with Nexstar over a retransmission agreement could be faced with the
prospect of a dual blackout of major broadcast networks (or worse), a result more likely to cause the
MVPD to lose subscribers and therefore to accede to Nexstar’s retransmission fee demands. For these
reasons, the loss of competition between the Nexstar and Media General stations in each DMA
Market would likely lead to an increase in retransmission fees in those markets and, because
increased retransmission fees typically are passed on to consumers, higher MVPD subscription
fees.”).
24
personnel and programming, the traditional indicia of control employed by the
Commission.91 The Commission should examine all relevant information in making this
determination, including the price at which divestiture stations are sold, the identity of the
buyer, and the nature of any ongoing relationships between the parties. In doing so, it
should prohibit any arrangements that violate the prohibition on joint retransmission
consent negotiation, including those that permit or facilitate unlawful information
sharing, or in which one party is paid based on another party’s retransmission consent
revenues.
Fourth, the Commission should clarify that, to the extent Tribune stations are being
divested, Sinclair should not acquire or obtain control of such stations prior to transfer,
regardless of whether the transfer takes place immediately before or immediately after
closing.92 As ACA has explained, if Sinclair were to obtain control of such stations, it
could cause those station’s rates to “jump” to higher, Sinclair-imposed rates through the
operation of “after-acquired station” clauses between Sinclair and MVPDs. Under
existing precedent, Sinclair would not obtain such control.93 Yet additional clarity would
be useful, particularly in light of Sinclair’s past behavior.
91
Stereo Broadcasters, 87 F.C.C. 2d 87, ¶ 29 (1981); see also, e.g., News International PLLC, 97
F.C.C. 2d 349, ¶ 20 (1984) (describing finances, personnel, and programming as “the three most
important factors in determining control”); 47 C.F.R. § 73.3555 notes 2(j) and (k) (specifying that
time brokerage and joint sales agreements, respectively, must leave stations with ultimate control over
“facilities including, specifically, control over station finances, personnel and programming”).
92
See May Amendment at 6 n.16 (“Stations marked with a * will be divested immediately after
consummation of the Transaction. Stations marked with a ** will be divested immediately prior to
consummation of the Transaction.”).
93
John H. Phipps, Inc. and WCTV Licensee Corp., 11 FCC Rcd. 13053, ¶ 9 (1996) (permitting non-
substantive “essentially instantaneous” transfers to complete complex transactions).
25
CONCLUSION
For the reasons stated herein, and in ATVA’s August 2017 Comments, the Commission
should reject Sinclair’s proposal to increase consumer prices through the creation of top-four
duopolies. At a minimum, it should impose conditions designed to prevent future abuses and
increased consumer bills.
Respectfully Submitted,
_________________________________

(202) 333-8667 (202) 730-1300
Counsel for the
June 20, 2018
26
I, Michael Nilsson, hereby certify that on June 20, 2018, I caused true and correct copies
of the foregoing to be served by first-class or (where indicated by an asterisk) electronic mail
upon the following:


Ste 890 1200 17th St, NW

Washington, DC 20001 Attorney for Sinclair Broadcast Group, Inc.
Attorney for Tribune Media Company

Jeremy Miller*
445 12th Street, SW
/s/Michael Nilsson
Harris, Wiltshire & Grannis LLP
Before the
In the Matter of )
)
Applications of Sinclair Broadcast Group ) MB Docket No. 17-179
and Tribune Media Company )
For Consent to Assign or Transfer )
Control of Licenses and Authorizations )
)
Petition to Deny of
Communications Workers of America
National Association of Broadcast Employees and Technicians – CWA
The NewsGuild – CWA
Brian Thorn
Debbie Goldman
501 Third Street NW
(202) 434-1131 (phone)
(202) 434-1201 (fax)
bthorn@cwa-union.org
June 20, 2018

TABLE OF CONTENTS
I. Introduction and Executive Summary………..……………………………....................2
II. New Sinclair would violate the 39 percent national audience reach limit
mandated by Congress…………………………………………………………………...4
III. The Sinclair-Tribune merger would reduce viewpoint diversity and

localism………………………………………….……………………………....................6
IV. The Sinclair-Tribune merger would result in significant job loss……………………..8
V. Sinclair’s latest divestiture proposal does not resolve the merger’s public interest or
competitive harms………………………………..………………...................................10
VI. The Commission should not rule on the Sinclair-Tribune merger before the DC
Circuit rules on the Commission’s reinstatement of the UHF discount……………..12
VII. Conclusion………………………………………………………………….....................13
1
I. Introduction and Executive Summary
The Communications Workers of America (CWA), the National Association of Broadcast
Employees and Technicians-CWA (NABET-CWA), and The NewsGuild-CWA (TNG-CWA)
submit this petition to deny in response to the Federal Communications Commission’s
(Commission) Public Notice regarding the applications of Sinclair Broadcast Group (Sinclair)
and Tribune Media Company (Tribune) (collectively Applicants) to transfer control of 42
television stations in 33 markets, as well as WGN America, WGN Radio, and a 31 percent stake
in Food Network from Tribune to Sinclair as well as Sinclair’s most recent divestiture
application. 1 CWA represents 700,000 workers in telecommunications and information
technology, the airline industry, news media, broadcast and cable television, education, health
care and public service, manufacturing, and other fields. CWA, NABET-CWA, and The News
Guild-CWA have an interest in this proceeding as representatives of Sinclair and Tribune
employees, as workers in the broadcast and media industries, and as consumers of broadcast
media.
The Commission should deny the Sinclair-Tribune applications. Applicants have a
responsibility to demonstrate “the public interest, convenience, and necessity will be served by the
transfer.” 2 To evaluate the application, the Commission’s public interest analysis embodies a
“deeply rooted preference for preserving and enhancing competition in relevant markets […] and
ensuring a diversity of information sources and services to the public.” 3 More than a year has
1
See Media Bureau Establishes Consolidated Pleading Cycle for Amendments to the June 26, 2017 Applications to
Transfer Control of Tribune Media Company to Sinclair Broadcast Group, Inc., Related New Divestiture Applications,
and Top-Four Showings in Two Markets, MB Docket No. 17-179, Public Notice, DA 18-530 (rel. May 21, 2018);
Applications of Sinclair Broadcast Group and Tribune Media Company for Consent to Transfer Control of Licenses
and Authorizations, Comprehensive Exhibit (filed July 19, 2017). (Sinclair-Tribune Application).
2
47 USC §310(d).
3
See Applications of Comcast Corporation, General Electric Company and NBC Universal for Consent to Assign
Licenses and Transfer Control of Licenses, Memorandum Opinion & Order, MB Docket No. 10-56 (2011) p. 11.
2
passed since Sinclair and Tribune announced their merger, 4 almost one year since the
Commission’s initial pleading cycle, 5 and more than five months since the Commission paused its
180-day merger review shot clock in response to Sinclair’s then-latest – but not final – divestiture
amendments. 6 In all this time, Sinclair and Tribune have failed to demonstrate in their application
and in the ensuing months that any purported merger-related benefits exceed the substantial public
interest harms. On the contrary, it remains clear that the Sinclair-Tribune merger does not serve
the public interest because it would violate the congressionally mandated 39 percent national
audience cap, reduce competition, harm localism, eliminate jobs, and diminish viewpoint
diversity. Sinclair’s most recent divestiture proposal does not resolve these merger-related harms.
In fact, the details of the divestiture proposal indicate that the inadequate plan will exacerbate
these harms, as Sinclair will maintain effective control over at least six of those stations through
ownership relationships and sidecar agreements.
There is broad opposition to the Sinclair-Tribune merger and broad agreement that the
proposed divestitures fail to address the significant public interest harms associated with the
merger. The Coalition to Save Local Media, representing a diverse coalition of organizations
opposed to the merger, includes American Cable Association, Asian Americans Advancing
Justice | AAJC, A Wealth of Entertainment channel, Cinemoi, Citizens for the Republic, Common
Cause, Competitive Carriers Association, the Computer and Communications Industry
Association, DISH, Indivisible–Herndon & Reston, International Cinematographers Guild, ITTA,
Latino Victory Project, Leased Access Programmers Association, NTCA—The Rural Broadband
4
Sydney Ember and Michael J. de la Merced, “Sinclair Unveils Tribune Deal, Raising Worries It Will Be Too
Powerful,” New York Times (May 8, 2017).
5
See Media Bureau Establishes Pleading Cycle for Applications to Transfer Control of Tribune Media Company to
Sinclair Broadcast Group, Inc. and Permit-But-Disclose Ex Parte Status for the Proceeding, MB Docket No. 17-179,
Public Notice, DA 17-647 (rel. July 6, 2017).
6
See Michelle M. Carey, FCC Media Bureau Chief, ex parte, MB Docket No. 17-179 (rel. Jan. 11, 2018). Available at:
https://ecfsapi.fcc.gov/file/01113103321641/DA-18-38A1_Rcd.pdf
3
Association, One America News Network, Parents Television Council, Public Knowledge, RIDE
TV, the Sports Fans Coalition, TheBlaze, and UCC, OC Inc. 7 In addition, labor unions; 8 civil
rights, consumer, and public interest organizations; 9 cable, satellite TV, and rural broadband
providers; 10 independent news and entertainment programmers; 11 as well as many members of
Congress, 12 state attorneys general, 13 and members of the general public 14 stand united in their
opposition to this anti-competitive merger that would violate statutory ownership limits and
reduce the diversity of news and information that forms the bedrock of our democracy.
mandated by Congress
The Commission has repeatedly stated and courts have repeatedly affirmed that structural
rules to promote diversity in media ownership are essential to preserve the free flow of ideas and
7
For more information visit SaveLocalMedia.com. See also, Letter from 15 members of the Coalition to Save Local
Media to Marlene H. Dortch, FCC Secretary, MB Docket No. 17-179 (Feb. 28, 2018).
8
See Reply Comments of Communications Workers of America, the National Association of Broadcast Employees
and Technicians, and The NewsGuild, MB Docket No. 17-179 (filed Aug. 29, 2017). The International
Cinematographers Guild also opposes the merger as a member of the Coalition to Save Local Media. See also, Letter
from Lonnie R. Stephenson, International President of the International Brotherhood of Electrical Workers, to Michelle
M. Carey, FCC Media Bureau Chief, MB Docket No. 17-179 (Aug. 7, 2017).
9
See Petition to Deny of Free Press, MB Docket No. 17-179 (filed Aug. 7, 2017); Petition to Deny of Public
Knowledge, Common Cause, United Church of Christ, OC Inc., MB Docket No. 17-179 (filed Aug. 7, 2017);
Comments of Consumers Union, MB Docket No. 17-179 (filed Nov. 2, 2017).
10
See Petition to Deny of American Cable Association, MB Docket No. 17-179 (filed Aug. 7, 2017); Petition to
Dismiss or Deny of DISH Network, LLC, MB Docket No. 17-179 (filed Aug. 7, 2017); Petition to Deny of NTCA—
The Rural Broadband Association, MB Docket No. 17-179 (filed Aug. 7, 2017).
11
See Comments of Cinemoi, Ride Television Network, AWE – A Wealth of Entertainment, MAVTV Motor Sports
Network, One American News Network, TheBlaze, Eleven Sports Network, MB Docket No. 17-179 (Aug. 7, 2017).
12
See Letter from Tony Cárdenas et al. to Ajit Pai, FCC Chairman, on the transaction between Sinclair and Tribune.
(June 12, 2018). (US House Letter). See also, Letter from Hon. Bill Nelson et al. to Ajit Pai, FCC Chairman, (Apr. 26,
2018). (The Commission should “not approve any pending transfers of control of broadcast licenses as part of proposed
mergers or acquisitions . . . until the agency has conducted and completed a holistic look at the state of broadcasting
and the media and waited for a ruling from the US Court of Appeals for the DC Circuit.”)
13
See Reply Comments in Opposition to the Merger by the Attorneys General of Illinois, Maryland, Massachusetts,
and Rhode Island, MB Docket No. 17-179 (filed Nov. 2, 2017). In addition, attorneys general from eight states called
on the Commission to maintain strict national audience reach limits. The attorneys general argued that maintaining the
UHF discount is “unjustified and arbitrary,” and cited the Sinclair-Tribune transaction as a threat to media diversity.
See Revised Comments of the Attorneys General of the States of Illinois, California, Iowa, Maine, Massachusetts,
Pennsylvania, Rhode Island, and Virginia, MB Docket 17-318 (filed Feb. 27, 2018).
14
Lorraine Mirabella, “Opponents of Sinclair Broadcast takeover of Tribune Media protest outside shareholders
meeting,” The Baltimore Sun (June 7, 2018).
4
information that is vital to democracy. 15 In 1985, the Commission determined that a national
television audience reach limit was necessary to protect localism, competition, and viewpoint
diversity. Eleven years later, in the Telecommunications Act of 1996, Congress directed the
Commission to increase the national audience reach cap from 25 to 35 percent, and in 2004
directed the Commission to set the cap at 39 percent of national television households, where the
limit remains today. 16 Following the proposed merger, New Sinclair would be the largest
broadcaster in the country, owning, operating, programming, and providing sales and advertising
services for 223 television stations in 108 markets, including 39 of the top 50 markets. Sinclair’s
footprint would expand to reach 72 percent of US television households, violating the limit by 33
percent. 17 Even with Sinclair’s latest divestiture amendments, New Sinclair would own or operate
215 stations in 102 markets, reaching 59 percent of television households and violating the cap by
20 percent. 18
In addition to exceeding the national audience reach limit, Sinclair has been a leader in
15
See Sinclair Broadcast Group v. FCC, 284 F.3d 148 (DC Circuit 2002) (“In Sinclair, the Court of Appeals noted that
ownership limits encourage diversity in the ownership of broadcast stations, which can in turn encourage a diversity of
viewpoints in the material presented over the airwaves. The court added that diversity of ownership as a means to
achieving viewpoint diversity has been found to service a legitimate government interest…”); Notice of Proposed
Rulemaking, In the Matter of 2002 Biennial Regulatory Review-Review of the Commission’s Broadcast Ownership
Rules and Other Rules Adopted Pursuant to Section 202 of the Telecommunications Act of 199, Cross- Ownership of
Broadcast Stations and Newspapers, Rules and Policies Concerning Multiple Ownership of Radio Broadcast Stations
in Local Markets, Definition of Radio Markets; MB Docket No. 02-277, MM Docket No. 01- 235, MM Docket No. 01-
317, MM Docket No. 00-244, (adopted Sept. 12, 2002). See also Turner Broadcasting System v. FCC, 512 U.S. 622,
662 (1994) (“The Supreme Court has determined that ‘promoting the widespread dissemination of information from a
multiplicity of sources’ is a government interest that is not only important, but is of the ‘highest order,’ Notice, 11
(quotation marks omitted); Rules and Policies Concerning Multiple Ownership of Radio Broadcast Stations in Local
Markets, 16 FCC Rcd 19861, 19877 (2001) (“Commission policy presumes that multiple owners are more likely to
provide ‘divergent viewpoints on controversial issues,’ which the Commission has stated is essential to democracy.”).
16
See Amendment of Section 73.35555 of the Commission’s Rules relating to Multiple Ownership of AM, FM, and
Television Broadcast Stations, Memorandum Opinion and Order, 100 FCC 2d 74, 87-92 (1985);
Telecommunications Act of 1996, Pub. L. No. 104-04 § 202(c)(1), 110 Stat. 56, 111 (1996); Consolidated
Appropriations Act, 2004, Pub. L. No. 108-199 § 629, 118 Stat. 3, 99-100 (2004); 47 CFR § 73.3555(e)(1): “No
license for a commercial television broadcast station shall be granted, transferred or assigned to any party (including all
parties under common control) if the grant, transfer or assignment of such license would result in such party or any of
its stockholders, partners, members, officers or directors having a cognizable interest in television stations which have
an aggregate national audience reach exceeding thirty-nine (39) percent.”
17
Sinclair-Tribune Application.
18
See Sinclair Broadcasting Group, Amendment to Comprehensive Exhibit (Apr. 24, 2018). Fifty-nine percent is a
generous calculation, since, as we discuss below, the proposed divestiture will still leave Sinclair with effective control
over at least six stations reaching 6.9 million households.
5
joint service agreements (JSAs) and shared service agreements (SSAs), also known as sidecar
agreements. In essence, these agreements are consolidation by another name. As Free Press notes,
JSAs and SSAs “effectively subvert public interest-based media ownership limitations, allowing
the larger broadcaster in such agreements to exert significant control over stations while a shell or
sidecar corporation maintains nominal ownership.” 19 The practical result of JSAs and SSAs is that
there are fewer stations producing news, fewer TV stations competing to present a diversity of
viewpoints, fewer broadcast station employees, fewer journalists, less time devoted to local news
coverage, and less competition to constrain advertising rates. In 2015, Sinclair had 44 sharing
agreements across the 162 broadcast stations it owns. If the merger is approved, Sinclair would
have a controlled duopoly or sidecar arrangement in 63 television markets, or almost 60 percent of
the merged company’s total markets.
The Sinclair-Tribune merger relies on the UHF discount to avoid the 39 percent national
audience reach limit mandated by Congress. However, the technical disparity that the discount
addressed no longer exists and the discount’s recent reinstatement by the Commission is under
court review. 20 Sinclair’s extensive use of SSAs and JSAs to skirt media ownership limits coupled
with its post-merger scale in violation of the national audience reach limit present a significant
structural threat to viewpoint diversity and competition and are reason enough to deny the merger.
The threats to localism, viewpoint diversity, and jobs compound the merger-related public interest
harms.
III. The Sinclair-Tribune merger would reduce viewpoint diversity and localism
The Supreme Court has affirmed that “assuring that the public has access to a multiplicity
of information sources is a governmental purpose of the highest order, for it promotes values
19
See Petition to Deny of Free Press, MB Docket 17-179 (Aug. 7, 2017), p. 13.
20
See Free Press et al. v. Federal Communications Commission et al., case number 17-1129, in the United States
Court of Appeals for the District of Columbia Circuit.
6
central to the First Amendment.” 21 The Sinclair-Tribune merger would reduce viewpoint diversity
and localism, especially for marginalized groups like communities of color and low-income
households, which rely heavily on local news broadcasts.
Despite the growth of the Internet, television remains the dominant screen for news
consumption, particularly local news. About fifty-seven percent of Americans report that they
often watch TV to get their news 22 and about 23 million American households watch the local
evening news. 23 In addition, people of color view broadcast television at a disproportionate rate.
Communities of color represent 44 percent of all broadcast-only homes in 2012, but only
represented 37 percent of the population. 24 According to the National Association of Broadcasters,
more than 7.7 million African-Americans, 14.6 million Hispanics, and 2.6 million Asian
American and Pacific Islander households rely on over-the-air broadcast TV. 25 Since these
communities rely disproportionately on broadcast television, they will be disproportionately
impacted by the reduction in localism and viewpoint diversity that would result from the massive
consolidation implicated by the proposed transaction.
Sinclair’s corporate editorial policy that requires its stations to air “must-run” segments
(also called “central casting”) compounds the serious merger-related harms to localism and
viewpoint diversity. Sinclair’s “must-runs” substitute locally produced broadcasts with centrally
originated programming, undercutting localism by forcing stations to cover particular issues in a
21
Turner Broadcasting System, Inc. v. FCC, 512 U.S. 663 (1994).
22
Amy Mitchell, Jeffrey Gottfried, Michael Barthel, & Elisha Shearer, The Modern News Consumer: News attitudes
and practices in the digital era, Pew Research Center (July 2016). Available at:
http://www.journalism.org/2016/07/07/pathways-to-news/
23
Katerina Eva Matsa, State of the News Media 2016, Pew Research Center (June 2016). Available at:
https://assets.pewresearch.org/wp-content/uploads/sites/13/2016/06/30143308/state-of-the-news-media-report-2016-
final.pdf
24
See National Association of Broadcasters, Over-the-air TV Viewership Soars to 54 Million Americans (June 18,
2012).
25
The National Association of Broadcasters, “Broadcast Television and Radio in African-American Communities”
(Jan. 2017); “Broadcast Television and Radio in Hispanic Communities” (Jan. 2017); “Broadcast Television and Radio
in Asian-American Communities” ( Jan. 2017). See also, Comments of The Leadership Conference on Civil and
Human Rights, MB Docket No. 17-318 (Mar. 19, 2018).
7
particular way with a particular viewpoint regardless of local station decisions. 26 This is
longstanding practice at Sinclair, 27 which it claims to use to cut costs. 28 And while this practice
results in less original news reporting and research, leading to job cuts, there are additional
dangers of these must-run segments. Forcing a particular viewpoint across stations – as opposed to
letting local stations compete for stories and elevate issues important to local communities –
results in widespread uniformity of thought. When uniformity of thought is used to push a
political narrative, it becomes propaganda. This danger was demonstrated by a video showing
news anchors from numerous local news networks owned by Sinclair reading talking points that
support one political party’s narrative about the media. 29 “This is a danger to our democracy,”
anchors from across the country said in unison. They are right.
IV. The Sinclair-Tribune merger would result in significant job loss
Sinclair has a long history of scaling back quality news and cutting jobs. When Sinclair
buys a station, cutting local news operations is not far behind. To cite a few examples:
• KOMO in Seattle, WA, Sinclair cut the station’s investigative reporting team, resulting in
a revolt against Sinclair’s management practices. 30
• WNWO in Toledo, OH, Sinclair moved the news operation out of the state, producing
news out of WSBT in South Bend, IN. 31
• WUHF in Rochester, NY, Sinclair fired the entire news, weather, and sports anchor
teams, and half of the remaining news staff. 32
• WXLV in Greensboro, NC, Sinclair fired the entire staff of 35. 33
26
Jim Rutenberg with Micheline Maynard, “TV News That Looks Local, Even if It’s Not,” The New York Times (June
2, 2003). Available at: http://www.nytimes.com/2003/06/02/business/tv-news-that-looks-local-even-if-it-s-not.html;
Jeffrey Layne Blevins, “Sinclair’s proposed purchase of Tribune Media is bad news for Des Moines, AZ Central (June
29, 2017). Available at: https://www.azcentral.com/story/opinion/columnists/2017/06/29/sinclairs-proposed-purchase-
tribune-media-bad-news-des-moines/439884001/
27
NABET-CWA staff who represent Sinclair bargaining units report that Sinclair management requires local stations
to run editorials generated from corporate headquarters in Baltimore, MD, and has done so for the last 18 years.
28
See Comments of Sinclair Broadcast Group, Broadcast Localism, MB Docket No. 04-233 (filed Apr. 28, 2008).
29
Deadspin, “Sinclair’s Soldiers in Trump’s War on Media,” (Apr. 2, 2018). Available on the website’s YouTube
channel: https://www.youtube.com/watch?v=_fHfgU8oMSo
30
Rachel Lerman, “KOMO Cuts Positions in Newsroom,” Seattle Times (Jan. 5, 2017).
31
Scott Jones, Sinclair Cuts Back Ohio Newscast, FTVLive (Feb, 20, 2017).
32
Free Press, Sinclair and the Public Airwaves – A History of Abuse (Oct. 11, 2004), p. 2.
33
Ibid.
8
• KOKH in Oklahoma City, OK, Sinclair fired the sports and weather departments, one
photo journalist, one reporter, and six other staff. 34
• KDNL in St. Louis, MO, Sinclair shut down the news operation, making it the only top-
four station in a top-25 market without a local newscast. 35
• WLFL in Raleigh, NC, Sinclair fired approximately one-third of the news staff. 36
After Sinclair purchased Washington, DC’s WJLA in 2013, it decimated the news operation. 37
Sinclair fired several on-air talent, including entertainment reporter Arch Campbell, sports anchor
Leon Harris, and 44-year veteran and one of the first female African-American anchors Maureen
Bunyan, along with many behind-the-scenes news producers and photographers. Gordon Peterson,
a long-time news anchor, left the station on principle along with the news director. Over the past
decade, Sinclair has reduced workers per station by more than 8 percent. 38 In 1Q2007, Sinclair
employed, on average, 48 workers per station. As of Dec. 2016, Sinclair has approx. 8,400
employees working at 191 stations, a ratio of 44 workers per station.
As discussed above, Sinclair has been a leader in joint service and shared service
agreements, which destroy jobs while resulting in fewer stations producing news, less time
devoted to local news, and fewer broadcast station employees and journalists. 39 The primary cost-
saving in these models is the reduction of employees through the elimination of locally originated
programming at one or more of the affected stations by duplicating (or triplicating) the same
programming. As Professor Danilo Yanich concluded in a study of local TV news and joint and
shared service agreements: “These arrangements have invariably resulted in a loss of jobs in at
34
Ibid.
35
Ibid.
36
Ibid.
37
Paul Farhi, “Here’s what happened the last time Sinclair bought a big-city station,” Washington Post (May 8, 2017).
38
The job-cutting trend extends beyond the last ten years. See Free Press, ex parte, MB Docket No. 09-182 (Mar. 7,
2014). (“One only need look at Sinclair’s employment levels over the past decade to see that the company has a long
track record of laying off workers and reducing the number of staff at each of its stations. In early 2001, Sinclair
employed 3,500 workers at its 63 owned or operated stations, or an average of 55.6 jobs per station. By the end of
February [2014], that number had declined to 43 workers per station.”)
39
See Comments of Communications Workers of America, The Newspaper Guild, and the National Association of
Broadcast Employees and Technicians, MB Docket Nos. 14-50, 09-182, 07-294, 04-256 (filed Aug. 5 2014).
9
least one of the stations involved in the agreement.” 40 Following the merger – including so-called
divestitures – the new Sinclair will have duopolies in 37 markets, triopolies in 19 markets, and
four or more stations in six markets across the country, with the result that these job-eliminating
trends are likely to continue.
V. Sinclair’s latest divestiture proposal does not resolve the merger’s public interest
or competitive harms
Sinclair’s most recent divestiture proposal – its fifth related to this transaction – contains
significant problems that strain the meaning of the word “divestiture.” While Sinclair claims it
will sell 23 stations, a careful look at the proposal reveals that the company will maintain control
over at least six of those stations. Sinclair proposes selling six stations to companies with close
ties to Sinclair. In four of these six locations, Sinclair will enter into joint service agreements and
shared services agreements, effectively allowing Sinclair to retain control of these so-called
divested stations.
• WGN-TV in Chicago, the third largest media market in the country reaching 3.3 million
households, will be sold to Steven B. Fader, a business partner of David Smith, Sinclair’s
executive chairman. 41 Sinclair plans to enter into sidecar agreements with WGN,
effectively allowing Sinclair to retain control of this station.
• KUNS in Seattle, KMYU in Salt Lake City, and KAUT in Oklahoma City will be sold
to Howard Stirk Holdings (HSH), which is owned by Armstrong Williams, a friend of
Sinclair’s owners. 42 Sinclair plans to enter into sidecar agreements with each of these
stations, effectively allowing Sinclair to retain control. Seattle, WA is the twelfth largest
media market in the country, reaching 1.9 million households. Salt Lake City, UT is the
thirtieth largest media market in the country, reaching 950,000 households. And Oklahoma
City, OK is the forty-first largest media market in the country, reaching 705,000
households.
40
Danilo Yanich, ex parte, “Local TV News and Service Agreements: A Critical Look,” Docket No. 09-182 (Oct. 24,
2011), p. 102.
41
Joe Flint and John McKinnon, “Sinclair Faces Federal Resistance Over Proposed Purchase of Tribune Media,” Wall
Street Journal (Apr. 10, 2018). Available at: https://www.wsj.com/articles/sinclair-faces-fcc-resistance-over-tribune-
purchase-1523387359; Holden Willen, “Sinclair CEO Expects Decisions Soon on Long-Awaited Tribune Acquisition,
Baltimore Business Journal, (June 7, 2018). Available at:
https://www.bizjournals.com/baltimore/news/2018/06/07/sinclair-ceo-expects-decision-soon-on-long-awaited.html
42
Jason Schwartz, “Armstrong Williams Got ‘Sweetheart’ Deal from Sinclair,” Politico (June 13, 2018). Available at:
https://www.politico.com/story/2018/06/13/sinclair-broadcasting-armstrong-williams-642997
10
Moreover, Sinclair will sell HSH these three stations for $4.9 million, a fraction of the $50-
60 million an industry analyst expected. 43 The “sweetheart” deal should raise serious
concerns about whether this divestiture is a legitimate, arms-length transaction.
• KDAF in Dallas and KIAH in Houston will be sold to Cunningham Broadcasting, which
is owned and controlled by Michael Anderson, an investment banker with close ties to
Sinclair’s owners. Cunningham currently owns, and Sinclair operates, KTXD in Dallas.
Acquiring KDAF will give Cunningham Broadcasting a duopoly in Dallas, TX.
In 2014, the Commission required Sinclair, as a condition of its purchase of eight Allbritton
Communications’ stations, to eliminate all sidecar agreements in overlapping markets. 44 In
reviewing the Sinclair-Tribune transaction, the Commission should follow this precedent and see
these sidecar agreements as what they are: a way to maintain control and skirt divestiture rules. 45
Moreover, Sinclair has a history of evading Commission rules with its sidecar agreements.
Two years ago, the Commission fined Sinclair more than $9 million for violating Section 325 of
the Communications Act, which prohibits broadcast television stations from “failing to negotiate
in good faith.” 46 In the course of its investigation, the Commission’s Media Bureau found that
“Sinclair represented numerous Non-Sinclair Stations in retransmission consent negotiations with
MVPDs (multi-channel video programming distributors)” and that “Sinclair negotiated
retransmission consent on behalf of, or coordinated negotiations with, a total of 36 Non-Sinclair
Stations with which it has JSAs, LMAs (local marketing agreements), or SSAs, concurrently with
its negotiations for retransmission consent of at least one Sinclair Station in the same local
market.” 47 Sinclair’s past violations of the Commission’s rules on joint retransmission consent
negotiations provide further evidence that Sinclair’s post-divestiture sidecar agreements with
43
Ibid.
44
See, Federal Communications Commission, Memorandum Opinion and Order, MB Docket No. 13-203 (rel. July 24,
2014).
45
Keach Hagey, “Sinclair Draws Scrutiny Over Growth Tactic,” Wall Street Journal (Oct. 20, 2013).
46
47 USC § 325(b)(2)(C).
47
See Federal Communications Commission, Order, Acct No. MB-201641420017, FRNL 0004331096 (rel. July 29,
2016), p. 5.
11
WGN in Chicago, KUNS in Seattle, KMYU in Salt Lake City, and KAUT in Oklahoma are not
divestitures at all, but are designed to ensure that Sinclair retains effective control over these
stations reaching 6.9 million households, giving New Sinclair greater leverage in retransmission
consent negotiations and the ability to set anti-competitive advertising prices.
In summary, the Commission should reject Sinclair’s divestiture proposal because it does
not resolve the public interest and anti-competitive harms resulting from the proposed transaction.
Even the most generous post-divestiture calculation that includes the six “non-divested” stations
would still give the New Sinclair a 59 percent national audience reach, in clear violation of the 39
percent national audience reach limit mandated by Congress. The Commission should reject the
divestiture plan, and by extension, the Sinclair-Tribune transaction applications.
VI. The Commission should not rule on the Sinclair-Tribune merger before the Court
of the DC Circuit rules on the Commission’s reinstatement of the UHF discount
audience reach limit mandated by Congress. The UHF discount, adopted in 1984, is a technically
obsolete method of counting audience reach that is currently under court review. The discount was
intended to account for technical differences between UHF and VHF stations. It allowed TV
broadcasters to count UHF stations at 50 percent when calculating the broadcast owners’ ability to
reach television households across the country. But today, after the digital TV transition, the
technical disparity that the discount addressed no longer exists and the Commission rightfully
eliminated the discount in 2016. 48 However, in 2017, the Commission reinstated the UHF
discount.
Public interest groups challenged the Commission’s reinstatement of the UHF discount at
48
See Federal Communications Commission, Report and Order, MB Docket No. 13-236 (rel. Sept. 7, 2016).
12
the US Court of Appeals for the DC Circuit. 49 At the center of the case is whether the
Commission under Chairman Pai acted arbitrarily when it reversed an earlier Commission
decision to eliminate the discount. A judgement is expected in August, after this pleading cycle
ends.
The Commission should not rule on the Sinclair-Tribune merger until the DC Circuit rules
on the public interest groups’ challenge of the UHF discount reinstatement. From a practical
standpoint, if the Commission were to rule on the merger before the court’s ruling and if the court
vacates the Commission’s reinstatement of the UHF discount, the merged company will, even
with the current divestiture proposal, far exceed the 39 percent audience reach limit mandated by
Congress and it will be difficult to un-do the transaction to comply with the law. Moreover, due
process is important. As more than 40 US representatives wrote in a recent letter to Chairman Pai
on this matter: “Confidence in the courts ensures confidence in our laws and institutions.
Undermining a decision-making process by the court harms public confidence in the FCC’s ability
to make decisions that are consistent with public interest and current law.” 50 CWA concurs. As
both a practical and procedural matter, the Commission should not rule on the Sinclair-Tribune
merger before the DC Circuit rules on the Commission’s reinstatement of the UHF discount.
VII. Conclusion
Over the past year, across five divestiture proposals, Applicants fail to demonstrate that
any purported merger-related benefits exceed the substantial public interest harms. Even with the
totally inadequate proposed divestitures, the Sinclair-Tribune merger would violate the 39 percent
national audience reach limit mandated by Congress. It would reduce viewpoint diversity, harm
localism, diminish competition in the industry, and result in significant job loss. Sinclair’s most
49
50
See US House Letter, p.2.
13
recent divestiture proposal does not resolve merger-related harms. Indeed, the proposal strains the
meaning of the word “divestiture.” Although Sinclair claims it will sell 23 stations, it will in fact
maintain effective control over at least six of those stations through ownership relationships and
sidecar agreements with four of those stations. Sinclair’s past history demonstrates that Sinclair
uses sidecar agreements to leverage anti-competitive pricing in retransmission negotiations. And
while it would be premature for the Commission to rule on the proposed transaction before the
DC Circuit issues a decision on the UHF discount, the Commission should deny the Sinclair-
Tribune merger.
Brian Thorn
June 20, 2018
14
BEFORE THE
WASHINGTON, D.C. 20554
In the Matter of )
)
and Sinclair Broadcast Group )
)
)
PETITION TO DENY
DISH Network L.L.C. (“DISH”)1 respectfully petitions the Commission to deny the
amended applications of Sinclair Broadcast Group, Inc. (“Sinclair”) to acquire Tribune Media
Company (“Tribune”) (collectively, the “Applicants”) and their related divestiture requests
(collectively, the “Applications”).2
1
DISH is a multichannel video programming distributor (“MVPD”) that retransmits local
broadcast stations in every one of the 210 designated market areas in the United States. DISH
today has retransmission consent agreements with both Applicants, allowing it to retransmit
certain local broadcast stations owned by the Applicants. DISH expects to negotiate with both
Applicants in the future for continued retransmission of their stations. In addition, DISH’s Sling
TV, an Online Video Distributor (“OVD”), has started offering local stations in a number of
markets, and intends to expand this offering if it can achieve reasonable terms from broadcast
groups such as Sinclair and Tribune. For these and other reasons described herein, DISH is a
party in interest under Section 309(d)(1) of the Communications Act. See 47 U.S.C. § 309(d)(l).
2
See Public Notice, MB Docket No. 17-179, Media Bureau Establishes Consolidated Pleading
Cycle for Amendments to the June 26, 2017, Applications to Transfer Control of Tribune Media
Company, to Sinclair Broadcast Group, Inc., Related New Divestiture Applications, and Top-
Showings in Two Markets, DA 18-530 (May 21, 2018). DISH filed a Petition to Dismiss or
Deny the initial application. Petition to Dismiss or Deny of DISH Network L.L.C., MB Docket
No., 17-179 (Aug. 7, 2017) (“Petition”). DISH also filed a reply to the Applicants’ Opposition.
See Reply of DISH Network L.L.C., MB Docket No. 17-179 (Aug. 7, 2017) (“Reply”). Because
the facts and arguments presented in those pleadings apply to the amended applications as well
as the new applications, DISH incorporates both by reference.
1
I. INTRODUCTION AND SUMMARY
Through this proposed transaction, Sinclair seeks permission to become the largest
broadcaster in the country. As DISH and numerous other diverse parties have explained
previously, this transaction will lead to higher prices, more station blackouts, less choice, and
less local news for millions of consumers.3 The Applicants have not addressed these harms, and
have not provided evidence that this transaction will lead to verifiable benefits. During the initial
pleading cycle, DISH, among other things, submitted economic evidence that has essentially
gone unrebutted by the Applicants. The Applicants submitted an economic report that was not
fully responsive to DISH’s showings, and DISH responded with a new study that the Applicants
have yet to address.
The Applicants now propose new divestitures that were not in their initial filing. Among
other things, the Applicants attempt to 1) address the overlaps between their respective stations
through arrangements that merit closer scrutiny; and 2) bring the reach of the transaction within
an ownership cap that depends on the survival of the recently reinstated UHF discount, a rule
3
Petition to Deny of the American Cable Association, MB Docket No. 17-179 (Aug. 7, 2017);
Petition to Deny of NTCA – The Rural Broadband Association, MB Docket No. 17-179 (Aug. 7,
2017) (“NTCA Petition”); Petition to Deny of the Competitive Carriers Association, MB Docket
No. 17-179 (Aug. 7, 2017); Comments of T-Mobile USA, Inc., MB Docket No. 17-179 (Aug. 7,
2017); Comments of the American Television Alliance, MB Docket No. 17-179 (Aug. 7, 2017);
Petition to Deny of Free Press, MB Docket No. 17-179 (Aug. 7, 2017); Petition to Deny of
Public Knowledge, Common Cause, and the United Church of Christ, OC Inc., MB Docket No.
17-179 (Aug. 7, 2017); Comments of Cinémoi, RIDE Television Network, Awe – A Wealth Of
Entertainment, MAVTV Motor Sports Network, One America News Network, TheBlaze and
Eleven Sports Network, MB Docket No. 17-179 (Aug. 7, 2017); Petition to Dismiss or Deny of
Newsmax Media, Inc., MB Docket No. 17-179 (Aug. 7, 2017); Petition to Deny of Steinman
Communications, Inc., MB Docket No. 17-179 (Aug. 7, 2017); Letter from Karl Frisch,
Executive Director, Allied Progress to Ajit Pai, Chairman, FCC, MB Docket No. 17-179 (Aug.
7, 2017); Letter from Lonnie R. Stephenson, International President, International Brotherhood
of Electrical Workers to Michelle M. Carey, Media Bureau Chief, FCC, MB Docket No. 17-179
(Aug. 7, 2017).
2
that is currently under review by the D.C. Circuit. It is therefore premature to move forward
with the Applications until the Court settles the status of the UHF discount.
II. THE RECORD DOES NOT DEMONSTRATE THAT THE MERGER IS IN THE
PUBLIC INTEREST
Benefits. The Applicants’ initial public interest showing was two-and-a-half pages of
assertions, with no supporting evidence.4 In their Opposition, the Applicants tried re-framing
their initial assertions to rely on size and scale as a public interest rationale, suggesting that the
combined company would be able “to invest in local news and sports (among other
programming) and to advance and leverage their technological innovation,”5 and “negotiate for
compensation from MVPDs that more closely reflects the fair value of broadcast
programming.”6 But, these arguments were not backed by adequate evidence.
Harms. As many stakeholders have noted, the merger will lead to higher prices in the
form of increased retransmission consent fees. This view is supported by the econometric
analysis prepared by DISH’s experts, Professor Janusz Ordover, William Zarakas, and Dr.
Jeremy Verlinda, who explained that the transaction will lead to higher retransmission consent
fees and higher prices for consumers.7 The Applicants responded with a paper from Professor
Gowrisankaran that was limited to questioning the assumptions and context under which DISH’s
4
Application of Tribune Media Company and Sinclair Broadcast Group, Inc., MB Docket No.
17-179, at 2-4 (June 28, 2017).
5
Tribune Media Company and Sinclair Broadcast Group, Inc., Consolidated Opposition to
Petitions to Deny, MB Docket No. 17-179, at 6 (Aug. 22, 2017) (“Opposition”).
6
Id. at 29. The ability to “negotiate for compensation from MVPDs that more closely reflects
the fair value of broadcast programming,” id. at 42-44, turns the public interest analysis on its
head, as it would result in higher prices for MVPDs, higher prices for OVDs, and ultimately
higher prices for consumers.
7
Petition at 14-43 and Exhibits D and E.
3
analyses were undertaken, while not reaching any conclusions.8 The Applicants did not model or
estimate the economic effects of the merger. On reply, Professor Ordover, Mr. Zarakas, and Dr.
Verlinda showed that Professor Gowrisankaran’s objections were not supported by academic
literature.9
Localism. Finally, while the Applicants claim localism as a benefit to the transaction, the
record has demonstrated the opposite. DISH’s Petition to Deny detailed Sinclair’s practice of
acquiring local broadcast stations and shedding local talent and news operations. The Applicants
admitted that Sinclair reduced news staff at many of the stations Sinclair acquired from Fisher
and Allbritton.10 The Applicants also admitted that Sinclair moves news operations out of a local
market,11 having supposedly “local” broadcasters providing local news from another community
altogether.
III. IT IS PREMATURE FOR THE COMMISSION TO MOVE FORWARD WITH

THE AMENDED APPLICATIONS
The latest amendments and divestiture applications attempt to remedy same-market
station overlaps and bring Sinclair into compliance with the statutory 39 percent national
ownership cap.12 Because the post-divestiture transaction will still give Sinclair a national
audience reach of 65.9 million television households (58.77% of the nation’s total), its
compliance with the 39% national ownership cap also assumes application of the UHF
discount.13 But the discount may be eliminated in a pending case before the D.C. Circuit.14
8
Id.
9
Reply at 27-36.
10
Opposition at 9 (“[W]hile anchors may have been replaced or staffing may have been reduced
at some stations. . . .”); id. at 20 (“While there have been staffing reductions over the
years. . . .”); id. at Exhibit H ¶ 6 (“While Sinclair has had some staff reductions at many of the
stations it acquired. . . .”).
11
Id. at 19.
4
During oral argument in that case, one of the three judges foreshadowed the rule’s uncertain fate
by noting: “[i]t doesn’t seem that there’s any option for keeping [the discount] in its current
form that seems at least plausible at this stage . . . I don’t understand the point of keeping this
thing alive when everyone has said it’s obsolete, it’s harmful, there’s no point to it, it’s way
outdated, it needs to be gone.”15
If the UHF discount were to be eliminated after the transaction is approved and
consummated, then Sinclair would be out of compliance with the cap for about 20% of the
nation’s households. It would therefore need to propose new divestitures that would have to be
greater than what it has proposed to date. As a result, it is premature to move forward with the
merger applications until the Court settles the status of the UHF discount. To the extent the
Commission chooses to revise the national ownership cap, the appropriate place to do so is in the
separate proceeding that is currently open for public input.16
IV. CONCLUSION
The Applicants have not provided the Commission with the means to find that the
transaction is in the public interest.17 Therefore, the Commission should deny the Applications
as amended.
12
See Consolidated Appropriations Act of 2004, Pub. L. No. 108-199, § 629, 118 Stat. 3, 99-100
(2004); see also 47 C.F.R. § 73.3555(e).
13
See May Amendment at Exhibit J.
14
Free Press, et al. v. FCC, Case No. 17-1129 (D.C. Cir. 2017).
15
Oral Argument Transcript, Free Press, et al. v. FCC, Case No. 17-1129 (D.C. Cir. 2017), at
32, 1:10.
16
Amendment of Section 73.3555(e) of the Commission’s Rules, National Television Multiple
Ownership Rule, Notice of Proposed Rulemaking, MB Docket No. 17-318 (Dec. 18, 2017).
17
Applications of Level 3 Communications, Inc. and CenturyLink, Inc. For Consent to Transfer
Control of Licenses and Authorizations, 32 FCC Rcd. 9581, 9586 ¶ 11 (2017).
5
____________/s/________________
Pantelis Michalopoulos Jeffrey H. Blum, Senior Vice President
Stephanie A. Roy & Deputy General Counsel
Christopher Bjornson Alison Minea, Director and Senior Counsel,
Steptoe & Johnson LLP Regulatory Affairs
1330 Connecticut Ave, N.W. Hadass Kogan, Corporate Counsel
Washington, D.C. 20036 DISH Network L.L.C.
(202) 429-3000 1110 Vermont Avenue, N.W., Suite 750
Counsel for DISH Network L.L.C. (202) 293-0981
June 20, 2018
6
I hereby certify that, on this 20th day of June 2018, I caused a copy of the foregoing Petition to
Deny of DISH Network L.L.C. to be filed electronically with the Commission using the ECFS system and
caused a copy of the foregoing to be served upon the following individuals by electronic mail.

Washington, D.C. 20001 miles.mason@pillsburylaw.com
mrosenstein@cov.com

/s/ Christopher Bjornson___________

Steptoe & Johnson, LLP
7
Before the
)
In the Matter of )
)
Application of Sinclair Broadcast ) MB Docket No. 17-179
Group, Inc. and Tribune Media Company )
)
PETITION TO DENY DIVESTITURE APPLICATIONS
Dana J. Floberg
S. Derek Turner
Matthew F. Wood
Free Press
1025 Connecticut Ave, NW
Suite 1110
202-265-1490
June 20, 2018

TABLE OF CONTENTS
INTRODUCTION AND EXECUTIVE SUMMARY………………………………………….2
I. Statement of Interest……………………………………………………………………… 5
II. Sinclair’s Acquisition of Tribune Would Not Serve the Public Interest…………………..
6
A. The Proposed Divestitures Fail to Eliminate Harms of Overlap Markets………... 7
B. The Proposed Divestitures Fail to Eliminate Harms of National Audience

Overreach………………………………………………………………………...14
CONCLUSION………………………………………………………………………………… 18
Exhibit A: Declarations of Craig Aaron, Mary Tuma, Stephen Barker, James Rinnert, Denis
Moynihan, Anthony Shawcross, Julie Kay Johnson, Russell James Martin, Michele (Shelly) Ann
Silver, Weldon Frederick Wooden, Ernesto Aguilar, Nicholas Shoemaker, Thomas H. Klammer,
Susan Lacerda Stupy, Meg Amelia Riley, Henry Fernandez, Manolia Charlotin, Andrew Glass,
Joann Hill, Rosalind Schneider, Jonathan Rintels, Desiree Hill, Steven P. Hunt, Hannah Jane
Sassaman, Christine Quigley, Mary Kathryn Taylor, Sue Wilson, William Steven Child, Steve
Gevurtz, Seena Seward, Bev Hovda, and Ken Hovda
1
INTRODUCTION AND EXECUTIVE SUMMARY
Free Press, pursuant to Sections 309(d) and 310(d) of the Communications Act (the
“Act”), 47 U.S.C. §§ 309(d), 310(d), and 47 C.F.R. § 73.3584, petitions the Federal
Communications Commission (“FCC” or “Commission”) to deny the assignment of licenses
from Tribune Media Company (“Tribune”) to Sinclair Broadcast Group, Inc. (“Sinclair”)
(together, “Applicants”).1 This Petition to Deny the Applicants’ Divestiture Applications
complements Free Press’s initial petition to deny and our reply filed in the above-captioned
docket in 20172; and it is submitted in response to the Commission’s Public Notice in this same
docket, released on May 21, 2018, setting forth procedures for filing petitions to deny the
Divestiture Applications.3
1
Free Press seeks denial of the transfer of all licenses subject to this proceeding, File Nos.
BTCCDT-20170626AGH; BTCCDT-20170626AGL; BTCCDT-20170626AGO; BTCCDT-20170626AFZ;
BTCCDT-20170626AGA; BTCCDT-20170626AGB; BTCCDT-20170626AGC; BTCCDT-20170626AFH;
BTCCDT-20170626AFI; BTCCDT-20170626AFP; BTCCDT-20170626AFO; BTCCDT-20170626AFN;
BTCCDT-20170626AFM; BTCCDT-20170626AFL; BTCCDT-20170626AFK; BTCCDT-20170626AFJ;
BTCCDT-20170626AFT; BTCCDT-20170626AFY; BTCCDT-20170626AGF; BTCCDT-20170626AGP;
BTCCDT-20170626AGI; BTCCDT-20170626AGN; BTCCDT-20170626AGM; BTCCDT-20170626ADY;
BTCCDT-20170626ADZ; BTCCDT-20170626AFR; BTCCDT-20170626AFR; BTCCDT-20170626AFU;
BTCCDT-20170626AFV; BTCCDT-20170626AFW; BTCCDT-20170626AEM; BTCCDT-20170626AFF;
BTCCDT-20170626AFE; BTCCDT-20170626AFD; BTCCDT-20170626AFC; BTCCDT-20170626AFB;
BTCCDT-20170626AFA; BTCCDT-20170626AEZ; BTCCDT-20170626AEY; BTCCDT-20170626AEX;
BTCCDT-20170626AEW; BTCCDT-20170626AEV; BTCCDT-20170626AEU; BTCCDT-20170626AET;
BTCCDT-20170626AES; BTCCDT-20170626AER; BTCCDT-20170626AEQ; BTCCDT-20170626AEP;
BTCCDT-20170626AEO; BTCCDT-20170626AEN; BTCCDT-20170626AEL; BTCCDT-20170626AGQ;
BTCCDT-20170626AGR; BTCCDT-20170626AGS; BTCCDT-20170626AGT; BTCCDT-20170626AGU;
BTCCDT-20170626AGV; BTCCDT-20170626AGW; BTCCDT-20170626AGX; BTCCDT-20170626AEF;
BTCCDT-20170626AEE; BTCCDT-20170626AFQ; BTCCDT-20170626AGJ; BTCCDT-20170626AEG;
BTCCDT-20170626AGD; BTCCDT-20170626AGE; BTCCDT-20170626AEA; BTCCDT-20170626AEB;
BTCCDT-20170626AFG; BTCCDT-20170626AGK; BTCCDT-20170626AGG; BTCCDT-20170626AFX;
BTCCDT-20170626AEK; BTCCDT-20170626ADX; BTCCDT-20170626AED; BTCCDT-20170626AGY;
BTCCDT-20170626AEC; BTCCDT-20170626AEH; BTCCDT-20170626AEJ; BTCCDT-20170626AEI.
2
See generally Petition to Deny of Free Press, MB Docket No. 17-179 (Aug. 7, 2017) (“Free Press Initial Petition”).
Free Press additionally filed a Reply to Consolidated Opposition during the first pleading cycle: Reply to
Consolidated Opposition, MB Docket No. 17-179 (Aug. 29, 2017) (“Free Press Reply”).
3
See Media Bureau Establishes Consolidated Pleading Cycle for Amendments to the June 26, 2017 Applications,
MB Docket No. 17-179, Public Notice, DA 18-530 (rel. May 21, 2018).
2
Sinclair is a nationwide television broadcasting company that owns and operates a total
of 191 broadcast television stations in 89 markets.4 On May 8, 2017, Sinclair announced that it
had entered into an agreement to acquire Tribune for $3.9 billion, with a total transaction value
of more than $6.7 billion including the debt value assumed. This agreement would transfer to
Sinclair 42 television stations in 33 markets, as well as WGN America, WGN Radio, and a 31
percent stake in Food Network. Free Press filed a Petition to Deny the transaction on the basis of
extensive media ownership rule violations and impending public interest harms.5 The Applicants
filed amendments to the original applications on April 24, 2018, and again on May 14, 2018,
including a new set of applications seeking permission to divest certain stations to third parties.6
If the Commission approves these transfers and divestitures, Sinclair would still become
the largest broadcaster in the country, owning, operating, programming, and/or providing sales
services to 215 television stations in 102 markets, including 35 of the top 50 markets. In eleven
of those markets, Sinclair would own or operate two, three, or even four stations in combinations
that the Local Television Multiple Ownership Rule (“duopoly rule”) would prohibit under certain
circumstances, even if the Commission succeeds in re-shaping and gutting that rule.7
4
See Sinclair Broadcast Group Inc., Form 10-Q Quarterly Report at 10 (May 10, 2018) (“Sinclair 10-Q”)
http://sbgi.ir.edgar-online.com/fetchFilingFrameset.aspx?FilingID=12745658&Type=HTML&filename=SINCLAIR
_BROADCAST_GROUP_INC_10Q_20180510.
5
See generally Free Press Initial Petition; Free Press Reply.
6
File Nos. BALCDT-20180430ACV; BALCDT-20180426ABR; BALCDT-20180426ABQ;
BALCDT-20180430ADA; BALCDT-20180430ACY; BALCDT-20180430ACU; BALCDT-20180514ABW;
BALCDT-20180514ABC; BALCDT-20180514AAU; BALCDT-20180514ABB; BALCDT-20180514ABA;
BALCDT-20180514ABF; BALCDT-20180514AAZ; BALCDT-20180514ABD; BALCDT-20180514ABE;
BALCDT-20180426ABP; BALCDT-20180427ABL; BALCDT-20180427ABM; BALCDT-20180430ADB;
BALCDT-20180430ACX; BALCDT-20180227ABD; BTCCDT-20180514ABV.
7
See 47 C.F.R. § 73.3555(b).
3
Overall, Sinclair’s owned-station footprint would expand to reach 58.8 percent of U.S.
television households8 – rising to 66.3 percent when counting the reach of nominally divested
sidecar stations over which Sinclair would exert de facto control.9 The National Television
Multiple Ownership Rule (“national audience reach cap”) expressly forbids combinations that
result in any broadcaster reaching more than 39 percent of such households nationally.10 Sinclair
relies on the technically-obsolete UHF discount to adjust its national cap calculation to 37.4
percent,11 despite the very real possibility that the D.C. Circuit will overturn the Commission’s
unsupportable decision to exhume the UHF discount from its deserved regulatory grave.
Additionally, were Sinclair’s sidecar stations and shell companies included in its national reach
calculations, even the UHF discount figure rises to an unacceptable 41.1 percent.
Moreover, the proposed divestitures fail to mitigate the serious public interest harms Free
Press and other Petitioners identified in the first pleading cycle.12 Sinclair once again abuses
sharing agreements and other shady arrangements with subsidiary sidecar companies to maintain
functional control over violative station combinations, and in a newly-deceptive twist, to hide the
actual extent of the broadcaster’s national reach. The Applicants also rely heavily on a series of
ill-advised decisions the Commission recently made to slash media ownership protections. The
8
See Applications of Tribune Media Company and Sinclair Broadcast Group for Consent to Transfer Control of
Licenses and Authorizations, Amended Comprehensive Exhibit, Amendment to FCC Form 315, at Exhibit J
National Ownership Calculation (April 24, 2018) (“April Comprehensive Exhibit”).
9
All Free Press calculations use the Nielsen 2017-2018 Local Television Market Universe Ranking to determine
percentage of household share for specific DMAs.
10
See 47 C.F.R. § 73.3555(e).
11
See April Comprehensive Exhibit at Exhibit J; Press Release, Sinclair Broadcast Group Inc., “Sinclair Provides
Additional Information About Agreements to Sell TV Stations Related To Closing Tribune Media Acquisition”
(May 9, 2018) (“May Amendment Announcement”), http://sbgi.net/wp-content/uploads/2018/05/Divestitures-
Announcement-FINAL.pdf.
12
See Free Press Initial Petition at 20-26; Petition to Deny of Public Knowledge, Common Cause, and United
Church of Christ OC, Inc., MB Docket No. 17-179, at 3-7 (Aug. 7, 2017); Petition to Deny of Dish Network LLC,
MB Docket No. 17-179, at 45-65 (Aug. 7, 2017); Petition to Deny of American Cable Association, MB Docket No.
17-179, at 13-20 (Aug. 7, 2017).
4
proposed transaction violates the spirit and the letter of the Commission’s rules, and would do
permanent harm to broadcast competition, diversity and localism.
I. Statement of Interest
Free Press is a national, nonpartisan organization working to reform the media, to
increase public participation in crucial media and telecommunications policy debates, and to
foster policies that will produce a more competitive, equitable and public-interest-oriented media
ecosystem. Free Press is the largest media reform organization in the United States, with more
than 1.4 million activists and members nationwide.
Since its inception, a core component of Free Press’ mission has been to promote diverse
and independent media ownership, and to prevent the concentration of media markets and the
harms that flow therefrom. Free Press has participated extensively in media ownership
proceedings at the Commission, including the 2014 Quadrennial Media Ownership Review,
previous quadrennial reviews and litigation stemming from them, and several broadcast
television license transfer proceedings prior to this transaction. Free Press similarly filed an
initial Petition to Deny (“Initial Petition”) and Reply to Consolidated Opposition during the first
pleading cycle addressing the instant transaction. In each proceeding, Free Press has advocated
for policies that promote competition, diversity, and localism to serve the public interest. As
such, Free Press constitutes a “party in interest” within the meaning of Section 309(d) of the
Communications Act, as amended, and has standing to participate in this proceeding.
As demonstrated herein and in the attached declarations, originally filed with our Initial
Petition, Free Press has members and constituents that reside in the areas served by television
5
stations subject to this Petition.13 Additionally, nearly 60,000 Free Press members have signed an
online petition opposing the Sinclair-Tribune merger. Grant of permission for the assignment of
these licenses would harm Free Press, along with its members and constituents, by causing a
permanent loss of diversity of viewpoints available to their communities, a permanent decrease
in competition in local news, and a variety of related harms to diversity of ownership and
localism in news coverage.
II. Sinclair’s Acquisition of Tribune Would Not Serve the Public Interest
As Free Press noted in our Initial Petition, Section 310(d) of the Act requires the
Commission to determine whether a proposed license transfer will serve the public interest,
convenience, and necessity. A critical part of this determination involves assessing whether the
transaction complies with the Act and with the Commission’s media ownership rules.14 Sinclair’s
proposed divestitures are intended to bring the transaction into superficial compliance with the
duopoly rule, and into temporary nominal compliance with the congressionally mandated
national audience reach cap (pending the D.C. Circuit decision on the Commission’s nonsensical
reinstatement of the obsolete UHF discount). But as with the entire proposed transaction, the
divestitures likewise violate the spirit and the letter of the Commission’s rules by making
abundant use of obsolete regulatory loopholes and deceptive shell games. Even should the
Commission mistakenly decide to accept these bad-faith efforts as sufficient rule compliance, the
Applicants still fail to demonstrate any affirmative public interest benefits to counter the obvious
13
See Declarations of Craig Aaron, Mary Tuma, Stephen Barker, James Rinnert, Denis Moynihan, Anthony
Shawcross, Julie Kay Johnson, Russell James Martin, Michele (Shelly) Ann Silver, Weldon Frederick Wooden,
Ernesto Aguilar, Nicholas Shoemaker, Thomas H. Klammer, Susan Lacerda Stupy, Meg Amelia Riley, Henry
Fernandez, Manolia Charlotin, Andrew Glass, Joann Hill, Rosalind Schneider, Jonathan Rintels, Desiree Hill,
Steven P. Hunt, Hannah Jane Sassaman, Christine Quigley, Mary Kathryn Taylor, Sue Wilson, William Steven
Child, Steve Gevurtz, Seena Seward, Bev Hovda, and Ken Hovda (attached as Exhibit A).
14
See 47 U.S.C. § 310(d).
6
threats this massive consolidation poses to local news coverage generally and to viewers in
communities of color specifically.
A. The Proposed Divestitures Fail to Eliminate Harms of Overlap Markets
In our initial Petition to Deny, Free Press explained the serious harms that must
inevitably result from the Applicants’ proposal to transfer stations serving a dozen “overlap
markets,” in which both Tribune and Sinclair currently own or operate local television stations.
We noted that ownership of multiple local television stations within the same media market
“would subject the impacted communities to diminished competition resulting from a reduction
in the number of independent broadcast voices – an outcome that both Republican- and
Democratic-led Commissions have recognized as harmful to the public interest.”15 When we
consider that people of color and low-income families over-index as broadcast television
viewers, it’s clear that these communities are bearing the brunt of the harms caused by the waves
of newsroom closures and job cuts that have come hand-in-hand with market consolidation.16 Far
from resulting in “more news,” as Sinclair repeatedly claims, multi-station combinations in a
single market lead to fewer stations producing original news, and more stations rebroadcasting
the same cookie-cutter programming handed down from Sinclair’s corporate headquarters.17 In
fact, a recent Emory University study found that local news stations bought by Sinclair
noticeably decreased their local political news coverage and took on a more extreme
right-leaning political slant – often by wedging “must-run” propagandistic content into local
newscasts and forcing robotic corporate scripts into the mouths of local reporters.18
15
Free Press Initial Petition at 9.
16
See id. at 21.
17
See id. at 22.
18
See Ex Parte of Free Press, MB Docket No. 17-179 at 2 (Apr. 17, 2018) (“Free Press Ex Parte”).
7
The Commission’s duopoly rule was intended to curtail those harms by preventing such
disastrous and anti-competitive broadcast combinations. This purpose is still a vital one, even
after the Commission’s recent mistaken actions to undercut the duopoly rule at the expense of
local communities. On November 16, 2017, this Commission voted to eliminate the Eight Voices
Test which barred any combinations that would reduce the number of independent broadcast
voices to fewer than eight competitors, and also voted to allow Top Four station duopoly
combinations on a case-by-case basis.19 These ill-advised changes smoothed the way for big
broadcasters like Sinclair to gobble up even more of their erstwhile competitors and what little
remains of competition and diversity in local broadcast markets, and they cleared the way for
Sinclair’s dystopian vision of the industry consolidating down “to two or three large
broadcasters, and really just one to two strong local players in each market.”20
Free Press, Common Cause, National Association of Broadcast Employees and
Technicians-Communications Workers of America, and the United Church of Christ Office of
Communication, Inc. sued the Commission to reinstate the media ownership duopoly
protections, which the communities that broadcasters are licensed to serve rely on to ensure they
have access to a variety of independent voices instead of a handful of consolidated corporate
monoliths.21 Approving this transaction on the basis of dramatically weakened local ownership
rules currently under litigation would be a serious affront to the public interest. Additionally, it
19
In the Matter of 2014 Quadrennial Regulatory Review – Review of the Commission’s Broadcast Ownership Rules
and Other Rules Adopted Pursuant to SEction 202 of the Telecommunications Act of 1996, MB Docket No. 14-50,
Order on Reconsideration and Notice of Proposed Rulemaking, FCC 17-156, ¶ 66 (2017).
20
Transcript of Sinclair Broadcast Group Q2 Earnings Call (Aug. 2, 2017), https://seekingalpha.com/article/4093745
-sinclair-broadcast-group-sbgi-q2-2017-results-earnings-call-transcript?part=single.
21
See generally Petition for Review, Free Press et al. v. FCC, No. 18-1072 (D.C. Cir. Mar. 9, 2018). That petition
for review was consolidated with a similar challenge filed in the Third Circuit by Prometheus Radio Project and
Media Mobilizing Project.
8
would raise further questions of an improper relationship between Commission officials and the
Applicants.22 The Commission should postpone its decision regarding this transaction until after
its hasty and misguided cuts to local ownership rules are settled in the courts. Rushing to approve
an unprecedented merger – only made possible, in its present form, by highly-disputed rule
changes still under appellate review – is entirely unnecessary.
Yet Sinclair denied any need to comply even with these greatly relaxed local ownership
rules in the original applications,23 and its President and CEO Chris Ripley reiterated that
willfully ignorant argument with the broadcaster’s May 9 amendment announcement,
disclaiming the proposed divestitures with the statement: “While we continue to believe that we
had a strong and supportable rationale for not having to divest stations, we are happy to
announce this significant step forward.”24
Sinclair has done the absolute bare minimum of half-acknowledging the need for
divestitures in most of the markets where this combination would blatantly violate the duopoly
rule. The proposed divestitures are, as we predicted, nothing more than a sham stitched together
by reliance on shell games and loopholes.
In five markets, Sinclair proposes to “divest” stations to known sidecar corporations
Howard Stirk Holdings (“HSH”) and Cunningham Broadcasting (“Cunningham”), using a suite
of sharing agreements and sale options that allow Sinclair to maintain de facto control of these
22
Cecilia Kang, “F.C.C. Watchdog Looks Into Changes That Benefited Sinclair,” New York Times (“By the end of
the year, in a previously undisclosed move, the top internal watchdog for the F.C.C. opened an investigation into
whether Mr. Pai and his aides had improperly pushed for the rule changes and whether they had timed them to
benefit Sinclair”) (Feb. 15, 2018), https://www.nytimes.com/2018/02/15/technology/fcc-sinclair-ajit-pai.html.
23
Licenses and Authorizations, Comprehensive Exhibit, FCC Form 315, at 12 (June 28, 2017).
24
See May Amendment Announcement.
9
stations.25 Salt Lake City represents one of the most dramatic examples: If the instant transaction
and new divestiture proposals were approved, Sinclair would own both KUTV(TV) and
KJZZ-TV outright, plus operate both KMYU-TV (a newly proposed divestiture to HSH) and
KENV-DT (an existing Cunningham station) through sharing agreements, giving Sinclair control
of four local television stations in a single market.
This strategy is so old that Free Press finds itself disappointed not only by Sinclair’s utter
lack of concern for its public interest obligations, but also by its shamelessness. As Free Press
has noted time and time again, both HSH and Cunningham are legal subsidiaries of Sinclair
according to the Securities Exchange Commission (“SEC”).26 Sinclair lists 28 percent of
HSH-owned stations and 72 percent of Cunningham-owned stations as Sinclair properties on its
own website.27 Every single Cunningham-owned station prior to this divestiture proposal has
maintained a sharing agreement of some variety with a local Sinclair station.28
What’s more, the divested stations in this transaction are being nominally sold to sidecars
at well below-market price – as little as one-tenth the fair market price, in fact29 – despite the fact
25
Applicants propose to divest KUNS-TV in Seattle-Tacoma, KMYU-TV in Salt Lake City, and KAUT-TV in
Oklahoma City to Howard Stirk Holdings in order to comply with the duopoly rule (File Nos.
BALCDT-20180426ABR; BALCDT-20180426ABQ; BALCDT-20180426ABP). Applicants also propose to divest
KDAF(TV) in Dallas and KIAH(TV) in Houston to Cunningham Broadcasting in order to comply with the national
audience reach cap (File Nos. BALCDT-20180427ABL; BALCDT-20180427ABM), discussed more extensively
below.
26
See S. Derek Turner, Free Press, Cease to Resist: How the FCC’s Failure to Enforce its Rules Created a New
Wave of Media Consolidation, at 5 (2014) (“[U]nder Securities Exchange Commission rules, Cunningham,
Deerfield and Howard Stirk are considered the same company as Sinclair, which ‘has the power to direct the
activities’ of these companies that ‘most significantly impact [the sidecar company’s] economic performance.’”),
http://www.freepress.net/ sites/default/files/resources/Cease_to_Resist_March_2014_Update.pdf.
27
See generally Sinclair Broadcast Group, “TV Stations,” http://sbgi.net/tv-stations/.
28
See generally Cunningham Broadcasting Corporation, “Our Stations,” http://cunninghambroadcasting.com/
our-stations/.
29
Jason Schwartz, “Armstrong Williams got ‘sweetheart’ deal from Sinclair,” Politico (June 13, 2018) (“Williams is
acquiring the three stations — in Seattle, Salt Lake City and Oklahoma City — for $4.95 million. That’s some $45
million to $55 million less than what Justin Nielson, a senior research analyst who tracks the broadcast sector for the
data and research firm Kagan, said he would have expected.”), https://www.politico.com/story/2018/06/13/sinclair-
broadcasting-armstrong-williams-642997.
10
that Sinclair would also assume $2.7 billion more in debt pre-divestiture if this transaction were
approved, resulting in a 69 percent increase in the company’s debt burden.30 Lowballing its own
assets in this manner can only be understood once one remembers that Sinclair earns massive
revenues from these sidecar stations, which qualify as variable interest entities for which Sinclair
is considered a “primary beneficiary.”31 For example, Sinclair earned $37.6 million in
consolidated revenues in Q1 of 2018 from its arrangements with Cunningham alone.32 As former
Commission Chairman Tom Wheeler explained, these sham divestitures “require the suspension
of regulatory disbelief.… It borders on a regulatory fraud.”33 By supposedly divesting violative
duopoly stations to HSH or Cunningham, Sinclair is proposing to transfer the relevant stations
from its metaphorical right hand to its left hand, and calling this farce diverse ownership.
Applicants’ also exploit sharing agreements with Tribune’s existing sidecar company,
Dreamcatcher.34 While Sinclair acknowledges its de facto ownership of three stations in the
Wilkes Barre-Scranton-Hazleton market and proposes to dissolve the suite of sharing agreements
it uses to maintain that control,35 it plans to flout the spirit of the rules blatantly and retain control
of three local stations in the Norfolk-Portsmouth-Newport News market, including two stations
currently owned by Dreamcatcher and operated by Tribune.36 Owning and operating a total of
30
Matt Hogan, “Sinclair Broadcast Group’s Breaking News: 40% Upside,” Benzinga (Apr. 30, 2018),
https://www.benzinga.com/markets/18/04/11604306/sinclair-broadcast-groups-breaking-news-40-upside.
31
See Sinclair 10-Q at 11-12.
32
Id. at 23.
33
Margaret Harding McGill, “‘It borders on a regulatory fraud’,” Politico (May 30, 2018),
https://www.politico.com/ story/2018/05/30/sinclair-layoffs-broadcast-stations-553028.
34
Free Press Initial Petition at 11 (“In filings to the SEC, Tribune acknowledges that Dreamcatcher is an ‘entity
formed in 2013 specifically to comply with FCC cross-ownership rules related to the Local TV Acquisition.’”); Free
Press Reply at 6-7.
35
April Comprehensive Exhibit at 20. It’s worth noting that Sinclair will maintain the sharing agreement with
Dreamcatcher-owned station WNEP-TV.
36
Id.
11
three stations in a single market clearly violates the Commission’s duopoly rule, but Applicants
offer no proposal for remediation or divestiture.
Applicants’ supposed divestiture proposal for the St. Louis market is also ripe for abuse.
In a bout of convenient indecision, Sinclair proposes to spin off both KDNL-TV and KPLR-TV
into a trust, later to regain ownership of one of the two stations depending on business
negotiations – but ignores the fact that unless Sinclair divests KPLR-TV, it will be in possession
of an impermissible Top Four duopoly combination in the St. Louis market.37 In the past, Sinclair
has manipulated such postponed divestitures to wind up divesting no stations at all, creating
impermissible duopoly combinations in direct contravention of the Commission’s orders.38
To avoid creating such impermissible duopolies in both Seattle-Tacoma and Salt Lake
City, Sinclair has filed applications to transfer ownership of one Top Four station in each market
to Fox Broadcasting Company (“Fox”).39 However, if approved, the purchase of these two
stations alone would put Fox in violation of the national audience reach cap by bumping its reach
to 39.9 percent of U.S. television households (26.8 percent with the antiquated UHF discount).40
In combination with the five other stations Sinclair plans to divest to Fox to reduce Sinclair’s
national ownership calculation, Fox’s post-deal reach would be 46.3 percent of households (30.6
37
St. Louis Divestiture Trust Comprehensive Exhibit (May 2018) File Nos. BALCDT-20180514ABW;
BTCCDT-20180514ABV, https://licensing.fcc.gov/cdbs/CDBS_Attachment/getattachment.jsp?appn=101784986&q
num=5060&copynum=1&exhcnum=1.
38
See the discussion of Allbritton divestitures in the Free Press Initial Petition at 15-17 and Free Press Reply at 7-9.
39
See Asset Purchase Agreement for the Sale of Television Stations KCPQ, KDVR, KSTU, KSWB-TV, KTXL,
WJW, WSFL-TV by and among Sinclair Television Group, Inc., Tribune Media Company and Fox Television
Stations, LLC, File Nos. BALCDT-20180514AAU; BALCDT-20180514ABF, https://licensing.fcc.gov/cdbs/
CDBS_Attachment/getattachment.jsp?appn=101784222&qnum=5040&copynum=1&exhcnum=1.
40
Fox currently reaches 37.4 percent of television households, 24.7 percent with the UHF discount. With the
purchase of KCPQ(TV) in Seattle and KSTU(TV) in Salt Lake City, Fox would reach 39.9 percent of television
households, 26.8 percent with the UHF discount.
12
percent with the UHF discount).41 In other words, Sinclair plans to escape violating the
Commission’s rules by aiding another broadcaster to violate those rules and exceed the 39
percent national audience reach cap. This cannot be considered a good faith effort to serve the
public interest and comply with the duopoly rule.
Should the Commission mistakenly conclude that these numerous attempts at skirting the
duopoly rule do not count as violations due to Sinclair’s hand-waving divestitures, it should
nonetheless consider the serious public interest harms that these combinations present. The
Commission’s obligation to evaluate proposed transactions for affirmative public interest
benefits before granting approval does not end with an assessment of rule compliance, but must
extend to consider the extant impacts on competition, diversity, and localism. By divesting
stations to its own “sidecar” shell companies, Sinclair is reducing the number of truly
independent competitive voices in local markets, and ensuring that no true competitor could ever
buy the station, since in these agreements Sinclair reserves a first sale option for itself. By
divesting stations to another massive broadcaster such as Fox, the transaction harms localism by
foreclosing opportunities for small local broadcasters to compete with these national
conglomerates that pursue a top-down approach to news. Local communities, and particularly
communities of color, would see a substantial decline in the diversity and quality of local news
coverage airing across multiple channels controlled by the same parent company. These grave
harms must take precedence in the Commission’s consideration of the transaction.
41
Applicants propose to divest the following stations to Fox broadcasting: KCPQ(TV) in Seattle, KSTU(TV) in Salt
Lake City, WSFL-TV in Miami, KTXL(TV) in Sacramento, WJW(TV) in Cleveland, KSWB-TV in San Diego, and
KDVR(TV) along with its satellite KFCT(TV) in Denver.
13
Overreach
As Free Press has articulated in previous filings regarding this Application,42 as well as in
several media ownership proceedings,43 national overreach of the kind proposed by the
Applicants in this transaction would cause serious harm to the public interest. Localism, in
particular, must suffer as a result of broadcasters prioritizing economies of scale over the
labor-intensive task of producing quality local news in and for each individual community they
serve.44 Women and people of color have long lagged behind white men in broadcast ownership,
and studies have shown that “unrestrained market forces and media ownership consolidation
have contributed to the depletion of minority owners.”45 Additionally, Sinclair has matched its
own inexorable national growth with waves of newsroom layoffs, and built up a paradigm of
cookie-cutter news that ignores local issues46 and in fact dehumanizes local communities.47
The national audience reach cap was designed to curtail these injuries by barring
broadcasters from expanding their reach beyond a specified percentage of the national television
audience. After several modifications, the national cap was set at 39 percent and enshrined in
statute by Congress in 2004.48 However the Commission has recently made tremendous efforts to
42
See Free Press Initial Petition at 17-19.
43
See Comments of Free Press, In the Matter of Amendment of Section 73.3555(e) of the Commission’s Rules,
National Television Multiple Ownership Rule, MB Docket No. 17-318, at 8-17 (Mar. 19, 2018) (“Free Press
National Cap Comments”).
44
See Free Press Initial Petition at 19 (“The Commission has also concluded that a national audience cap is
necessary to preserve localism as it ensures that independent local stations can reject national network directives to
run cookie-cutter content and air more responsive local programming.”).
45
Jeffrey Layne Blevins & Karla Martinez, A Political Economic History of FCC Policy on Minority Broadcast
Ownership, 13 The Communication Review 216, 231 (2010); S. Derek Turner & Mark Cooper, Free Press, Out of
The Picture 2007: Minority & Female TV Station Ownership in the United States (Oct. 2007),
https://www.freepress.net/sites/default/files/resources/otp2007.pdf.
46
See generally Free Press Ex Parte.
47
48
See Consolidated Appropriations Act of 2004, Pub. L. No. 108-199, § 629(1), 118 Stat. 3 (2004).
14
subvert the critical function of the national cap. In 2017, the Commission arbitrarily and
capriciously reinstated the technologically obsolete UHF discount, a loophole for which the only
purpose in the digital era can be to deliberately underestimate the national audience reach of
large broadcasters.49 Free Press has challenged this Commission’s transparently fact-free
decision in court,50 and expects the court to overturn it in the near future. Meanwhile, the
Commission has opened a rulemaking to consider modifying or eliminating the national cap –
despite the fact that the Commission has no statutory authority to do so.51 In fact, Commissioner
O’Rielly has repeatedly argued that only Congress has authority to modify the national
ownership cap, both in his statements at the Commission52 and public appearances.53
Even with proposed divestitures, the instant transaction would result in a broadcast
combination reaching 58.8 percent of the national television audience with its owned stations
alone, far exceeding the congressionally mandated 39 percent cap.54 Instead of acknowledging
this reality, Sinclair chooses to hide behind the flimsy and antiquated UHF discount and insists
that its reach will be only 37.4 percent.55 As mentioned above, Sinclair only achieves this
nominal compliance with the national audience reach cap by selling seven stations to Fox
49
See generally Amendment of Section 73.3555(e) of the Commission’s Rules, National Television Multiple
Ownership Rule, MB Docket No. 13-236, Order on Reconsideration, 32 FCC Rcd 3390 (2017).
50
See generally Opening Brief for the Petitioners at 30, Free Press v. FCC, No. 17-1129 (D.C. Cir. filed Dec. 19,
2017).
51
See Free Press National Cap Comments at 5-8.
52
See Amendment of Section 73.3555(e) of the Commission’s Rules, National Television Multiple Ownership Rule,
MB Docket No. 13-236, Report and Order, 31 FCC Rcd 10213 (2016) (Dissenting Statement of Commissioner
O’Rielly); Amendment of Section 73.355(e) of the Commission’s Rules, National Television Multiple Ownership
Rule, MB Docket No. 17-318, Notice of Proposed Rulemaking, 32 FCC Rcd 10785 (2017) (Statement of
Commissioner O’Rielly).
53
See Commissioner Michael O’Rielly public speech at Hudson Institute, C-SPAN Recording (Jan. 27, 2014),
https://www.c-span.org/video/?317426-1/fcc-commissioner-orielly-telecommunications-policy; C-SPAN Interview
with Commissioner Michael O’Rielly (July 21, 2015), https://www.c-span.org/video/?327186-1/communicators-
michael-orielly&start=NaN; C-SPAN Interview with Commissioner Michael O’Rielly (Dec. 13, 2016),
https://www.c-span.org/video/?327186-1/communicators-michael- orielly&start=NaN.
54
See April Comprehensive Exhibit at Exhibit J.
55
Id.
15
overall, and in four markets selling them to Fox expressly in an attempt to come under the cap.
This series of transactions, when combined with Sinclair’s other divestitures, would bring Fox’s
actual national audience reach to 46.3 percent.56 Applicants claim that both broadcasters remain
sufficiently under the national cap with the analog-era UHF discount in place.57 However the
Commission itself acknowledges that there is no technical reason to exhume this irrelevant
regulatory antique, and thus it has no sufficient justification for approving a transaction that can
only claim compliance with the Commission’s rules by relying on the UHF discount.
Incredibly, the UHF discount is not the only loophole Sinclair proposes to abuse in order
to skirt the national ownership cap. In Chicago, Sinclair proposes to divest WGN-TV to Steven
Fader, a longtime business partner of David Smith, Sinclair’s Executive Chairman.58 Smith has a
controlling interest in and serves on the board of directors for Atlantic Automotive, where Fader
is CEO.59 Fader’s newly-formed shell company owns no other stations, but has agreed to enter
WGN into a joint-services agreement, shared services agreement, and first sale option with
Sinclair broadcasting.60 Since Sinclair owns no other broadcast properties in Chicago, it declines
to count WGN for the purposes of its national ownership calculations, but these extensive
sharing agreements and business connections with Fader ensure that WGN will be fully
controlled by Sinclair.61 To its investors and the public, Sinclair actually includes Chicago in its
national footprint calculations, all the while excluding the station from its calculations at the
56
Applicants propose divestitures to Fox in four markets specifically to comply with the national ownership cap:
Miami, Sacramento, Cleveland and San Diego.
57
With the inappropriately resurrected UHF discount applied, Sinclair would reach 37.4 percent of households and
Fox would reach 30.1 percent.
58
File No. BALCDT-20180227ABD.
59
See Sinclair 10-Q at 23.
60
See April Comprehensive Exhibit at 20.
61
Id. at Exhibit J.
16
Commission.62 Sinclair continues to talk out of both sides of its mouth, bragging about its de
facto ownership of sidecar stations only when the Commission isn’t looking. The Commission
should not fall for such an explicit and conscious deception.
In addition to the Chicago station, Applicants propose to divest KDAF(TV) in Dallas and
KIAH(TV) in Houston to Cunningham Broadcasting in order to comply with the national
ownership cap.63 Sinclair limited itself to requiring only a first sale option for these stations
instead of its customary suite of sharing agreements – but the Commission should not interpret
this uncustomary restraint as independence. As discussed above, Cunningham is so closely
related to Sinclair as to be functionally the same company, and Sinclair by any other name is still
Sinclair. If the Commission takes a cue from the SEC and rightly considers those stations owned
by sidecar Cunningham as attributable to Sinclair, it becomes inescapably apparent that both the
Dallas and Houston markets must be included in Sinclair’s national cap calculations as well.
With households in Dallas, Houston and Chicago rightly included, Sinclair’s national
reach rises to 66.3 percent of the U.S. television audience – which works out to a whopping 41.1
percent even with the application of the outdated UHF discount.64 Despite Applicants’ insincere
efforts to effect compliance, the instant transaction even with its new but empty divestiture
proposals clearly violates the congressionally-mandated 39 percent national audience reach cap.
On that basis alone, the Commission should deny the transaction. The proposed divestitures do
62
See May Amendment Announcement (“The combined footprint that will reach 62% of U.S. TV households or
37.4% pursuant to the FCC national ownership cap.”). Notably, this 62 percent figure differs from the 58.77 percent
of U.S. television households that Sinclair reported it would reach in its filings with the Commission. Sinclair could
only have achieved this 62 percent by adding the Chicago market, which comprises approximately 2.9 percent of
television households, to the 58.77 percent reach of only those stations that Sinclair owns outright. Sinclair chose to
selectively include its sharing agreements with Chicago’s WGN-TV in public figures, but to selectively exclude it
from its filings to the Commission used to make its attributable national ownership calculation.
63
File Nos. BALCDT-20180427ABL; BALCDT-20180427ABM.
64
With the application of the UHF discount, the addition of Dallas (1.2 percent) and Houston (1.1 percent) to
Sinclair’s post-divestiture calculation of 37.4 percent audience reach raises that reach to 39.7 percent.
17
not demonstrate a commitment to comply with the Commission’s rules or to serve the public
interest, but merely a commitment to continue expanding Sinclair’s duplicitous use of sharing
agreements to evade the national audience reach cap in addition to the duopoly rule. Regardless
of how the Commission majority may try to reinvent math or define away clear financial
subsidiary ties, the proposed divestitures do practically nothing to mitigate the overwhelming
harms of greenlighting a merger transaction of this size.
CONCLUSION
For the reasons stated above, the divestitures now contemplated as part of this transaction
do not serve the public interest. Applicants fail to make an affirmative showing of public interest
benefits, and do nothing to refute the harms demonstrated by Free Press and other petitioners.
Allowing Sinclair to use shell games and disputed rule changes to expand its control over
multiple broadcast stations within individual markets, as well as allowing the combined entity to
exceed the statutory national audience reach cap, is an affront to the goals of the Act. As such,
the Commission should not approve the license transfers subject to this Petition to Deny.
/s/ Dana J. Floberg
Dana J. Floberg
S. Derek Turner
Matthew F. Wood
Free Press
1025 Connecticut Ave NW
Suite 1110
Washington DC, 20036
202-265-1490
June 20, 2018
18
I, Dana J. Floberg, certify that on June 20, 2018, the foregoing Petition to Deny was
served by electronic mail, on the following:
Mace Rosenstein, mrosenstein@cov.com Miles S. Mason, miles.mason@pillsburylaw.com

Michael Beder, mbeder@cov.com Jessica T. Nyman,
jessica.nyman@pillsburylaw.com
850 Tenth Street, NW 1200 Seventeenth Street, NW
Counsel for Tribune Media Company Counsel for Sinclair Broadcast Group
David Brown, david.brown@fcc.gov

David Roberts, david.roberts@fcc.gov
Jeremy Miller, jeremy.miller@fcc.gov
445 12th Street, SW
June 20, 2018 /s/ Dana J. Floberg

dfloberg@freepress.net
Policy Analyst
Free Press
19
EXHIBIT A
DECLARATIONS OF CRAIG AARON, MARY TUMA, STEPHEN BARKER, JAMES

RINNERT, DENIS MOYNIHAN, ANTHONY SHAWCROSS, JULIE KAY JOHNSON,
RUSSELL JAMES MARTIN, MICHELE (SHELLY) ANN SILVER, WELDON
FREDERICK WOODEN, ERNESTO AGUILAR, NICHOLAS SHOEMAKER, THOMAS
H. KLAMMER, SUSAN LACERDA STUPY, MEG AMELIA RILEY, HENRY
FERNANDEZ, MANOLIA CHARLOTIN, ANDREW GLASS, JOANN HILL,
ROSALIND SCHNEIDER, JONATHAN RINTELS, DESIREE HILL, STEVEN P. HUNT,
HANNAH JANE SASSAMAN, CHRISTINE QUIGLEY, MARY KATHRYN TAYLOR,
SUE WILSON, WILLIAM STEVEN CHILD, STEVE GEVURTZ, SEENA SEWARD,
BEV HOVDA, AND KEN HOVDA.
20
DECLARATION OF Anthony Shawcross
1. I, Anthony Shawcross am a member of Free Press, located at 1025 Connecticut

Ave. NW, Suite 1110, Washington, D.C. 20036.
2. I reside at 662 Inca St. Denver, CO 80204
3. I am a regular viewer of the stations serving the Denver, CO market, which

includes KDVR, KFCT and KWGN-TV.
4. I will be, and other viewers like me will be harmed by Sinclair’s acquisition of the
three Tribune stations in my area because the scale of Sinclair’s operation would
violate the FCC’s national audience cap and reduce the broadcaster’s attention to
the local needs of the Denver area. Local news is not local if it is dictated by
corporate managers with no ties to my community, as Sinclair has consistently
done by shuttering local newsrooms and consolidating news production in fewer
areas and stations. I believe Sinclair’s presence in Denver would make local news
coverage less responsive to my community’s needs. I believe this would
significantly reduce the quality and quantity of local news in my area.
5. Furthermore I am concerned about Sinclair’s practice of forcing its local stations

to air politically slanted “must-run” commentary. Denver needs real news and
information that meets our local needs, not deceptive prepackaged segments
that promote Sinclair’s corporate political agenda, such as the extremely biased
political segments from former Trump campaign staffer, Boris Epshteyn.
6. This Declaration has been prepared in support of the foregoing Petition to Deny.
7. This statement is true to my personal knowledge, and is made under penalty of

perjury of the laws of the United States of America.
_________________________________________________
Anthony Shawcross
Aug 1, 2017
DECLARATION+OF+WELDON+FREDERICK+WOODEN+
!
1. I,!Weldon!Frederick!!Wooden,!am!a!member!of!Free!Press,!located!at!1025!
Connecticut!Ave.!NW,!Suite!1110,!Washington,!D.C.!20036.!
!
2. I!reside!at!253!Madison!Ave!SE,!Grand!Rapids!MI!49503.!
!
3. I!am!a!regular!viewer!of!the!stations!serving!the!Grand!RapidsNKalamazooNBattle!
Creek,!MI!market,!which!includes!WWMT!and!WXMI.!
!
4. I!will!be,!and!other!viewers!like!me!will!be!harmed!by!Sinclair’s!acquisition!of!
Tribune!station!WXMI!because!its!common!control!of!the!two!stations!listed!
above!would!reduce!the!number!of!independent!voices!available!to!my!
community,!in!violation!of!the!FCC’s!local!multiple!ownership!rule.!I!believe!this!
would!significantly!reduce!the!quality!and!quantity!of!local!news!in!my!area!by!
reducing!competition!and!diminishing!Sinclair’s!incentive!to!invest!in!robust!
local!news!coverage!that!serves!the!public!interest.!
!
5. Additionally,!the!scale!of!Sinclair’s!operation!would!violate!the!FCC’s!national!
audience!cap!and!reduce!the!broadcaster’s!attention!to!the!local!needs!of!the!
Grand!Rapids!area.!Local!news!is!not!local!if!it!is!dictated!by!corporate!managers!
with!no!ties!to!my!community,!as!Sinclair!has!consistently!done!by!shuttering!
local!newsrooms!and!consolidating!news!production!in!fewer!areas!and!stations.!
I!believe!Sinclair’s!increased!presence!in!Grand!Rapids!would!make!local!news!
coverage!less!responsive!to!my!community’s!needs.!
!
6. Furthermore!I!am!concerned!about!Sinclair’s!practice!of!forcing!its!local!stations!
to!air!politically!slanted!“mustNrun”!commentary.!Grand!Rapids!needs!real!news!
and!information!that!meets!our!local!needs,!not!deceptive!prepackaged!
segments!that!promote!Sinclair’s!corporate!political!agenda,!such!as!the!
extremely!biased!political!segments!from!former!Trump!campaign!staffer,!Boris!
Epshteyn.!!
!
7. This!Declaration!has!been!prepared!in!support!of!the!foregoing!Petition!to!Deny.!
!
8. This!statement!is!true!to!my!personal!knowledge,!and!is!made!under!penalty!of!
perjury!of!the!laws!of!the!United!States!of!America.!
!
!
_________________________________________________!
Weldon!Frederick!Wooden!
31!July!2017!
DECLARATION OF ERNESTO AGUILAR

1. I, Ernesto Aguilar, am a member of Free Press, located at 1025 Connecticut Ave.
NW, Suite 1110, Washington, D.C. 20036.

2. I reside at 1341 Castle Court, Houston, TX 77006.

3. I am a regular viewer of the stations serving the Houston, TX market, which
includes KIAH.

4. I will be, and other viewers like me will be harmed by Sinclair’s acquisition of
Tribune station KIAH because the scale of Sinclair’s operation would violate the
FCC’s national audience cap and reduce the broadcaster’s attention to the local
needs of the Houston area. Local news is not local if it is dictated by corporate
managers with no ties to my community, as Sinclair has consistently done by
shuttering local newsrooms and consolidating news production in fewer areas
and stations. I believe Sinclair’s new presence in Houston would make local
news coverage less responsive to my community’s needs. I believe this would

to air politically slanted “must-run” commentary. Houston needs real news and



_________________________________________________

Ernesto Aguilar

August 1, 2017
DECLARATION OF NICHOLAS SHOEMAKER
1. I, NICHOLAS SHOEMAKER, am a member of Free Press, located at 1025

Connecticut Ave. NW, Suite 1110, Washington, D.C. 20036.
2. I reside at 14886 REDCLIFF DR, NOBLESVILLE, INDIANA 46062.
3. I am a regular viewer of the stations serving the Indianapolis, IN market, which

includes WTTK, WTTV and WXIN.
Tribune stations in my area because the scale of Sinclair’s operation would violate the
FCC’s national audience cap and reduce the broadcaster’s attention to the local needs
of the Indianapolis area. Local news is not local if it is dictated by corporate managers
with no ties to my community, as Sinclair has consistently done by shuttering local
newsrooms and consolidating news production in fewer areas and stations. I believe
Sinclair’s new presence in Indianapolis would make local news coverage less
responsive to my community’s needs. I believe this would significantly reduce the
quality and quantity of local news in my area.
5. Furthermore I am concerned about Sinclair’s practice of forcing its local stations to

air politically slanted “must-run” commentary. Indianapolis needs real news and
information that meets our local needs, not deceptive prepackaged segments that
promote Sinclair’s corporate political agenda, such as the extremely biased political
segments from former Trump campaign staffer, Boris Epshteyn.

_________________________________________________
NICHOLAS SHOEMAKER
3 AUGUST, 2017
DECLARATION OF HENRY FERNANDEZ
1. I, Henry Fernandez, am a member of Free Press, located at 1025 Connecticut

2. I reside at 89 East Pearl Street, New Haven, Connecticut, 06513.
3. I am a regular viewer of the stations serving the New Haven market, including
Tribune-owned WCCT-TV and WTIC-TV.
4. I, and other viewers like me, will be harmed by Sinclair’s acquisition of WCCT-TV
and WTIC-TV because the scale of Sinclair’s operation would violate the FCC’s
national audience cap and reduce the broadcaster’s attention to the local needs
of the New Haven area. Local news is not local if dictated by corporate managers
with no ties to my community, as Sinclair has consistently done by shuttering
local newsrooms and consolidating news production in fewer areas and stations.
I believe Sinclair’s increased presence in New Haven would make local news
coverage less responsive to my community’s needs.

to air politically slanted “must-run” commentary. New Haven needs real news
and information that meets our local needs, not deceptive prepackaged
segments that promote Sinclair’s corporate political agenda, such as the
extremely biased political segments from former Trump campaign staffer, Boris
Epshteyn.

_________________________________________________
Henry Fernandez
August 7, 2017
DECLARATION+OF+Manolia+Charlotin+
!
1. I,!Manolia!Charlotin,!am!a!member!of!Free!Press,!located!at!1025!Connecticut!
Ave.!NW,!Suite!1110,!Washington,!D.C.!20036.!
!
2. I!reside!at!22!Halsey!St,!apt!3B,!Brooklyn,!NY!11216.!
!
3. I!am!a!regular!viewer!of!the!stations!serving!the!New!York,!NY!market,!which!
includes!WPIX.!
!
Tribune!station!WPIX!because!the!scale!of!Sinclair’s!operation!would!violate!the!
FCC’s!national!audience!cap!and!reduce!the!broadcaster’s!attention!to!the!local!
needs!of!the!New!York!area.!Local!news!is!not!local!if!it!is!dictated!by!corporate!
managers!with!no!ties!to!my!community,!as!Sinclair!has!consistently!done!by!
shuttering!local!newsrooms!and!consolidating!news!production!in!fewer!areas!
and!stations.!I!believe!Sinclair’s!new!presence!in!New!York!would!make!local!
news!coverage!less!responsive!to!my!community’s!needs.!I!believe!this!would!
significantly!reduce!the!quality!and!quantity!of!local!news!in!my!area.!
!
5. Furthermore,!I!am!concerned!about!Sinclair’s!practice!of!forcing!its!local!stations!
to!air!politically!slanted!“mustTrun”!commentary.!New!York!needs!real!news!and!
information!that!meets!our!local!needs,!not!deceptive!prepackaged!segments!
that!promote!Sinclair’s!corporate!political!agenda,!such!as!the!extremely!biased!
political!segments!from!former!Trump!campaign!staffer,!Boris!Epshteyn.!!
!
!
!
!
Mano)(a Char)ot(n (e--(gnature
_________________________________________________!
!
Manolia!Charlotin!
!
!
August!3,!2017!
DECLARATION+OF+Hannah+Jane+Sassaman+
!
1. I,!Hannah!Jane!Sassaman,!am!a!member!of!Free!Press,!located!at!1025!
!
2. I!reside!at!4512!Springfield!Avenue,!Philadelphia,!PA,!19143.!
!
3. I!am!a!regular!viewer!of!the!stations!serving!the!Philadelphia!market,!including!
TribuneMowned!WPHLMTV.!
!
4. !I,!and!others!like!me,!will!be!harmed!by!Sinclair’s!acquisition!of!WPHLMTV!
because!the!scale!of!Sinclair’s!operation!would!violate!the!FCC’s!national!
Philadelphia!area.!Local!news!is!not!local!if!dictated!by!corporate!managers!with!
no!ties!to!my!community,!as!Sinclair!has!consistently!done!by!shuttering!local!
newsrooms!and!consolidating!news!production!in!fewer!areas!and!stations.!I!
believe!Sinclair’s!increased!presence!in!Philadelphia!would!make!local!news!
!
to!air!politically!slanted!“mustMrun”!commentary.!Philadelphia!needs!real!news!
Epshteyn.!!
!
!
!
!
!
_________________________________________________!
!
Hannah!Jane!Sassaman!
!
!
August!1st,!2017!!
BEFORE THE
)
In the Matter of )
)
and Sinclair Broadcast Group For Consent to )
Transfer Control of Licenses and Authorizations )
)
COMMENTS OF NCTA – THE INTERNET & TELEVISION ASSOCIATION
Rick Chessen
Neal M. Goldberg
Michael S. Schooler
Diane B. Burstein
NCTA – The Internet & Television
Association
25 Massachusetts Avenue, NW – Suite 100
Washington, DC 20001-1431
June 20, 2018

TABLE OF CONTENTS
I. INTRODUCTION AND SUMMARY.............................................................................. 2
II. SINCLAIR HAS NOT MET ITS BURDEN TO DEMONSTRATE THAT THE
HARMS ASSOCIATED WITH OWNERSHIP OF TWO TOP-FOUR
STATIONS IN ST. LOUIS OR INDIANAPOLIS ARE MINIMAL OR
OUTWEIGHED BY ANY PURPORTED BENEFITS. .................................................. 4
III. THE COMMISSION MUST ENSURE THAT SINCLAIR SELLS ITS

DIVESTED STATIONS TO ARMS-LENGTH BUYERS WHO WILL
EXERCISE DE FACTO AS WELL AS DE JURE CONTROL OVER THE
STATIONS. .................................................................................................................... 13
IV. CONCLUSION ............................................................................................................... 17

NCTA – The Internet & Television Association (“NCTA”) files these comments in
response to the April Amendment to the Comprehensive Exhibit (“April Amendment”) 1
submitted by Sinclair Broadcast Group, Inc. (“Sinclair”) and Tribune Media Company
(“Tribune”) (collectively, “Applicants”) in the above-captioned proceeding, and in particular to
Sinclair’s request to own two top-four stations in St. Louis and Indianapolis. NCTA urges the
Commission to reject Sinclair’s request. The proposed combinations would put significant
upward pressure on retransmission consent fees to the detriment of the public and multichannel
video programming distributors (“MVPDs”), and Sinclair has failed to meet its burden of
demonstrating that the combined holdings do not present public interest harms or offer potential
public interest benefits that outweigh any potential harms.
The Commission should also ensure that the stations it requires Sinclair to divest to meet
the broadcast ownership rules are sold to arms-length buyers who will exercise de facto as well
as de jure control over the stations, and should be prepared to actively monitor such sales, if
approved, on a going-forward basis to ensure ongoing compliance with the Commission’s rules. 2
This oversight is warranted in light of the enhanced risk of consumer and competitive harm
presented by this transaction arising out of the unprecedented reach of the combined entity and
Sinclair’s past conduct in flouting of the Commission’s ownership rules.
1
See Applicants’ Amendment to Comprehensive Exhibit, MB Docket No. 17-179 (filed Apr. 24, 2018) (“April
Amendment”).
2
Sinclair currently owns at least seven stations that multicast more than one of the four major broadcast networks on
its digital signal. The Commission should ensure that, as part of any divestitures, Sinclair divests one of its
affiliations with a “top four” network. See NCTA Reply Comments, MB Docket No. 17-179 (filed Aug. 29, 2017),
at 14-15 (“NCTA Reply Comments”).
The proposed combination of Sinclair and Tribune would create a broadcast colossus of
unprecedented size, scope, and reach. As currently proposed, Sinclair would own more than 200
stations in 102 markets reaching approximately 60 percent of all households nationwide,
including stations in many of the major markets. 3 In addition to stations that Sinclair currently
owns or would own if the transaction is approved, the Applicants both currently exercise
substantial operational control over almost 50 stations through joint sales agreements (“JSAs”),
local marketing agreements (“LMAs”) and shared services agreements (“SSAs”) entered into
with the stations’ beneficial owners. 4
Sinclair’s holdings post-merger will give it exceptional leverage in business dealings with
MVPDs, programming suppliers, and advertisers. Without appropriate guardrails in place,
Sinclair will be uniquely positioned to exercise this leverage to the detriment of consumers and
competition. To mitigate these adverse effects insofar as possible, the Commission must strictly
apply its media ownership rules to Sinclair.
At a minimum, this means that the Commission should deny Sinclair’s request to own
two top-four stations in St. Louis and Indianapolis. As the attached declaration of Drs. Bryan
Keating and Jon Orszag demonstrates, 5 Sinclair’s ownership of two top-four stations in St. Louis
and Indianapolis would give it market power in retransmission consent negotiations that is equal
to or greater than in markets where Sinclair has already agreed to divest a top-four station. The
3
See Austen Hufford, Sinclair to Raise $1.5 Billion by Selling Stations, Wall. St. J., May 9, 2018,
4
Sinclair has sidecar agreements with 46 stations. See Sinclair Broadcasting Group, Inc., Annual Report (Form 10-
K) at 7-9 (Mar. 1, 2018). Tribune has sidecar agreements with three stations. Tribune Media Co., Annual Report
(Form 10-K) at 11 (Mar. 1, 2018).
5
Declaration of Bryan Keating and Jon Orszag (“Keating/Orszag Declaration”), attached hereto as Attachment A.
2
exercise of this market power would result in higher retransmission consent fees that would
ultimately be borne by consumers.
Sinclair’s top-four showing for St. Louis and Indianapolis summarily dismisses the
retransmission consent harms associated with Sinclair’s ownership of multiple top-four stations
in those markets—harms the Commission has long recognized and recently affirmed continue to
exist—offering no evidence at all that these harms are outweighed by the benefits of the
proposed transaction. The Commission should therefore reject Sinclair’s request and require it to
divest one of the top-four stations in each of these markets. Regardless of whether divestitures in
St. Louis or Indianapolis are required as a matter of antitrust law, Sinclair has failed to make the
showing required by the Commission that the St. Louis and Indianapolis combinations are
warranted under the Communications Act’s public interest standard. Granting Sinclair’s request
based on such a flimsy showing would make the Commission’s Top-Four Prohibition and the
public interest standard effectively meaningless.
The risk of retransmission consent harms would be exacerbated by the unprecedented
national reach created by this transaction. In St. Louis and Indianapolis, and in every other
market where Sinclair owns a station or stations, its national footprint would enable it to demand
higher fees by withholding retransmission consent for cable operators and other MVPDs that
refuse to agree to such retransmission consent demands. Sinclair’s April Amendment raises
significant questions as to whether its proposed divestitures will ameliorate this risk. Many of
the stations will be sold at below-market prices either to an entity controlled by family members
of Sinclair’s controlling shareholder, or to entities closely allied with Sinclair that have no
independent broadcasting experience. Management and option agreements between some of the
divested stations and Sinclair will tie these stations even more closely to Sinclair.
3
Given the totality of these circumstances, the Commission must satisfy itself that the
divestitures are truly arms-length in nature and that Sinclair will not retain de facto control of the
stations. The Commission should also monitor the divested stations on an ongoing basis, if the
sales are approved, to ensure that the buyers actually exercise full control over the stations and
should consider enforcement actions if this proves not to be the case.
HARMS ASSOCIATED WITH OWNERSHIP OF TWO TOP-FOUR STATIONS
IN ST. LOUIS OR INDIANAPOLIS ARE MINIMAL OR OUTWEIGHED BY ANY
PURPORTED BENEFITS.
In the Quadrennial Review Reconsideration Order, the Commission retained its
prohibition on common ownership of multiple top-four broadcast stations within a DMA (the
“Top-Four Prohibition”). 6 Nonetheless, the Commission gave applicants an opportunity to
request a case-by-case examination of a proposed combination that would otherwise be
prohibited. Applicants seeking approval of such a transaction “must demonstrate that the
benefits of the proposed transaction would outweigh the harms,” and that the application of the
Top-Four Prohibition is not in the public interest with respect to the specific transaction “because
the reduction in competition is minimal and is outweighed by public interest benefits.” 7 The
Commission pledged that it would “undertake a careful review of such showings in light of the
record with respect to each such application.” 8
The Commission should deny Sinclair’s request to own two top-four stations in St. Louis
and Indianapolis because Sinclair has failed to establish that the harms resulting from reduced
6
In re 2014 Quadrennial Regulatory Review – Review of the Commission’s Broadcast Ownership Rules and Other
Rules Adopted Pursuant to Section 202 of the Telecommunications Act of 1996, Order on Reconsideration and
Notice of Proposed Rulemaking, 32 FCC Rcd. 9802, 9839 ¶ 78 (2017) (“Quadrennial Review Reconsideration
Order”).
7
Id. at 9839 ¶ 82.
8
Id.
4
competition in those markets are minimal or that the public interest will be served by its common
ownership of these stations. In particular, as the Commission has explained, allowing such
combinations as Sinclair proposes “would generally result in a single firm’s obtaining a
significantly larger market share than other stations and reduced incentives for commonly owned
local stations to compete for programming, advertising, and audience shares.” 9 The proposed
combinations would give Sinclair significant leverage to raise retransmission consent fees in
those markets and nationwide. Because Applicants have failed to address the retransmission
consent harms in any meaningful way, let alone shown that such harms are “minimal,” the
Commission lacks any basis for approving the requested exceptions to the Top-Four Prohibition.
As demonstrated below, moreover, no such showing is possible given the increase in market
power that Sinclair would enjoy if it owned both top-four stations in each of these markets.
The Quadrennial Review Reconsideration Order describes the types of information that
applicants could provide to justify an exception to the Top-Four Prohibition, such as ratings
share data, revenue share data, and characteristics of the market served by the stations subject to
the requests. 10 The Commission noted that the list of categories was non-exclusive, however,
and expressly declined to articulate “a rigid set of criteria for our case-by-case analysis.” 11
While the Commission declined to adopt specific criteria related to the issue of retransmission
consent, it expressly provided the opportunity for parties “to advance any relevant concerns—
9
Id. at 9837 ¶ 79 n.230.
10
Id. at 9838-39 ¶ 82 (“Such information regarding the impacts on competition in the local market could include
(but is not limited to): (1) ratings share data of the stations proposed to be combined compared with other stations in
the market; (2) revenue share data of the stations proposed to be combined compared with other stations in the
market, including advertising (on-air and digital) and retransmission consent fees; (3) market characteristics, such as
population and the number and types of broadcast television stations serving the market (including any strong
competitors outside the top-four rated broadcast television stations); (4) the likely effects on programming meeting
the needs and interests of the community; and (5) any other circumstances impacting the market, particularly any
disparities primarily impacting small and mid-sized markets.”) (emphasis added).
11
Id.
5
including concerns related to retransmission consent issues—in the context of a specific
proposed transaction if such issues are relevant to the particular market, stations, or
transaction.” 12
This transaction raises such concerns, and Sinclair has failed to address them. As a
threshold matter, a broadcaster negotiating retransmission consent agreements for multiple
stations in a market has greater leverage over an MVPD in those negotiations than the owner of a
single station in that market. If subscribers view certain local broadcast stations as at least partial
substitutes for one another, then subscribers may be more inclined to stay with an MVPD even if
it fails to reach an agreement with a particular viewer’s preferred broadcast station as long as it
has reached agreement with other stations in the market. If an MVPD loses access to multiple
stations, however, there is a greater chance some customers will cancel their MVPD subscription
in search of an alternative MVPD offering more robust alternatives. As Keating and Orszag
observe, economic theory makes the unambiguous prediction that the merger will enhance the
bargaining power of the commonly-owned broadcast stations relative to MVPDs. 13
The negotiating leverage derived from common ownership of multiple stations within a
market applies with particular force to negotiations with top-four broadcast stations. Such
stations are typically affiliated with the most popular networks, and subscribers are likely to view
the stations as partial substitutes for one another. Failure to reach agreement with two top-four
broadcast stations would force some subscribers to view their third-choice station, making them
more likely to switch MVPDs. In other words, MVPDs are disproportionately worse off if they
carry only two of the top-four broadcast stations in a market rather than carrying three or four of
12
Id. at n.239.
13
Keating/Orszag Declaration ¶ 14.
6
the top-four-ranked stations. Recognizing the likely upward pressure on retransmission consent
fees that would be created by this asymmetry, the Commission barred joint retransmission
consent negotiations by two top-four stations in the same market unless they are commonly
owned. 14 Congress later extended this ban to joint negotiations of any two non-commonly-
owned stations in the same market. 15
Remarkably in light of this history, Sinclair’s April Amendment dismisses the relevance
of the proposed combinations on retransmission consent negotiations. 16 Sinclair argues that
local retransmission revenues for larger television groups are not reflective of “competition in
the market” because they are “negotiated on a national, not a local, level.” 17 It also asserts that
revenues “are not a result of competition between individual stations in a market and are largely
dependent on a number of factors . . . that are wholly unrelated to local broadcast station
competition or any particular station being examined. 18
As the Keating/Orszag Declaration demonstrates, however, the argument that local
competitive conditions are irrelevant to retransmission consent negotiations is “inconsistent with
sound economics.” 19 Prevailing economic theory dictates that the “elimination of horizontal
competition between broadcast stations would put upward pricing pressure on retransmission
consent rates.” 20 Contrary to Sinclair’s contention that retransmission consent agreements
negotiated at a national level are not affected by local competition, “[r]ates set at a national level
14
In re Amendment of the Commission’s Rules Related to Retransmission Consent, MB Docket No. 10-71, Report
and Order and Further Notice of Proposed Rulemaking, 29 FCC Rcd. 3351, 3358-59 ¶ 13 (2014).
15
47 U.S.C. § 325(b)(3)(C)(iv).
16
See April Amendment at 8 n.32.
17
See id.
18
Id.
19
20
Id. ¶ 18.
7
reflect the economic implications of local competitive conditions, along with other factors
relevant to pricing.” 21
The Department of Justice (“DOJ”) has previously reached a similar conclusion. In the
Nexstar-Media General transaction, the DOJ found that Nexstar’s proposed acquisition of Media
General would “diminish competition in the negotiation of retransmission agreements with
MVPDs” because Nexstar would have the ability to simultaneously threaten to black out stations
affiliated with at least two major broadcast networks—its own and Media General’s—in the
markets where the two companies were direct competitors. 22 Consequently, the DOJ found that
the loss of a competitive threat between Nexstar and Media General in their overlapping markets
“would likely lead to an increase in retransmission fees in those markets,” which in turn would
lead to higher subscription fees given that retransmission fees are passed on to consumers. 23
Data that DISH Network submitted in this docket likewise support the conclusion that combining
competing stations within a DMA under common ownership would shift bargaining power
toward the broadcast station owner. 24
Thus, in order to fully evaluate whether the alleged benefits of Sinclair’s ownership of
two top-four stations in St. Louis and Indianapolis outweigh the harms to the public interest, the
Commission must consider the impact of such ownership on retransmission consent costs. Based
even on the limited information Sinclair has provided in its filing, it is clear that the proposed
combinations would put upward pressure on retransmission consent fees in each of these
21
Id. & n.17.
22
United States v. Nexstar Broadcasting Group, Inc. and Media General, Inc., Competitive Impact Statement, Sept.
2, 2016 at 8, https://www.justice.gov/atr/case-document/file/910661/download.
23
Id. at 9.
24
Keating/Orszag Declaration ¶ 21 & n.21 (rebutting Sinclair’s response to DISH’s conclusion).
8
markets, and thus to such fees overall given national pricing, to the detriment of consumers. 25
Limiting Sinclair to a single top-four station in St. Louis and Indianapolis, as it will be in every
other market, is the only result that serves the public interest in a competitive marketplace for
retransmission consent negotiations.
St. Louis. In St. Louis, Sinclair currently owns KDNL-TV, the ABC affiliate. Tribune
owns KPLR-TV, the CW affiliate, and KTVI-TV, the FOX affiliate. Sinclair is proposing to
divest either KDNL or KPLR and to retain KTVI, subject to ongoing negotiations with the
DOJ. 26 The competitive impact of either combination on the market for licensing broadcast
programming to MVPDs can be assessed using the Hirschman-Herfindahl Index (“HHI”), a
standard measure of market concentration that considers the strength of other competing options.
Using retransmission fee data from SNL Kagan, Keating and Orszag calculated that the
combination of KDNL and KTVI would yield an HHI of 3489, an increase of 925 over the
current HHI. 27 This result is far in excess of the threshold by which the Horizontal Merger
Guidelines consider a merger to be presumptively anticompetitive, 28 and thus strongly indicates
25
Keating/Orszag Declaration ¶ 22. As Sinclair’s May 29 response to the Media Bureau’s information request
shows, consumers in the Indianapolis and St. Louis markets have already been experiencing explosive increases in
retransmission consent fees; from 2014 to 2017 retransmission consent revenue grew by over 112 percent in the
Indianapolis DMA and 73 percent in the St. Louis DMA. See Letter from Miles S. Mason, Pillsbury Winthrop Shaw
Pittman LLP, Counsel for Sinclair Broadcast Group, Inc., to Marlene H. Dortch, Secretary, FCC, MB Docket No.
17-179, at 4, 11 (May 29, 2018). Indeed, as Keating and Orszag write, “The likely increases in retransmission
consent fees arising from the proposed transaction, as described further below and to the extent that they are not
remedied by divestitures, would exacerbate existing trends. Over the past decade, total retransmission consent fees
have grown substantially, from about $200 million in 2006 to about $8 billion in 2016 (and are projected to reach
$10 billion in 2018).” Keating/Orszag Declaration ¶ 15 (citing Justin Nielson, “Retrans projections update: $12.8B
by 2023,” SNL Kagan Broadcaster Investor, June 14, 2017).
26
See Applicants’ Comprehensive Exhibit, File No. BALCDT-20180514ABW (filed May 15, 2018), at 2 (“In order
to comply with the Duopoly Rule in the St. Louis DMA, the parties will be required to divest either KDNL-TV or
KPLR-TV in the St. Louis market.”).
27
The current HHI of 2564 is calculated assuming the common ownership of KTVI and KPLR and the independent
ownership of KDNL. See Keating/Orszag Declaration ¶ 27, Table 3.
28
U.S. Department of Justice and Federal Trade Commission, Horizontal Merger Guidelines§ 5.3 (Aug. 19, 2010)
(“Horizontal Merger Guidelines”), https://www.ftc.gov/sites/default/files/attachments/merger-
review/100819hmg.pdf.
9
that Sinclair would be able to exercise market power in the negotiation of retransmission consent
agreements for these two stations. At a minimum, Sinclair should not be permitted to own both
of these stations.
Even if Sinclair divested KDNL and acquired the two stations already owned by Tribune
in St. Louis, Sinclair would enjoy substantial market power in the joint negotiation of
retransmission consent agreements given the fluidity of KPLR’s ratings, which places the station
among the top-four along with Tribune’s FOX affiliate. 29 In fact, at the time of Sinclair’s April
Amendment, KPLR was the fourth-highest rated station in the market. 30 Sinclair has already
announced its intent to raise Tribune’s retransmission consent fees, among the lowest among
station groups, 31 to Sinclair’s rate. 32
While the KTVI-KPLR combination predates this transaction, the Commission never
evaluated it under its Top-Four Prohibition in effect at the time because KPLR was not a top-four
station at the time Tribune acquired KTVI in 2013. 33 In any event, Sinclair now seeks approval
to retain this combination under the Commission’s current Top-Four rules and so the
Commission must evaluate the combination under those rules. In light of the substantial market
power it would confer on Sinclair—and Sinclair’s utter failure to provide the showing required
29
See April Amendment at 13.
30
See id. at 12.
31
See S&P Global Market Intelligence, Economics of Broadcast TV Retransmission Revenue 16 (2017 ed.)
(“Average monthly retrans per sub fees, Q1 2016 - Q1 2017”).
32
See Diana Marszalek, Sinclair, Tribune CEOs Push Advantage of Sizing Up, Broadcasting & Cable (May 22,
2017), http://www.broadcastingcable.com/news/local-tv/sinclair-tribune-ceos-push-advantage-sizing/166006; see
also Sinclair Broadcast Group, Investor Presentation at Slide 7 (May 8, 2017), http://sbgi.net/wp-
content/uploads/2017/05/Sinclair_Tribune-Media-Investor-Presentation_vF.pdf (indicating that for net
retransmission revenue there would be “[i]mmediate contracted step-ups to Sinclair’s rates”).
33
See In re Applications of Local TV Holdings, LLC, Transferor and Tribune Broadcasting Co. II, LLC, Transferee,
File No. BTCCDT-20130715AFA (filed July 15, 2013), Transferee Exhibit 20.
10
by the Commission’s rules—the Commission must reject Sinclair’s request and bar it from
holding either of the proposed top-four combinations in St. Louis.
Indianapolis. Sinclair’s ownership of WTTV-TV and WXIN-TV in Indianapolis is
equally troubling. While Sinclair does not currently operate any stations in this market, the
combined ownership of these two stations yields an HHI of 3068 in the market for licensing
broadcast programming to MVPDs using retransmission consent revenue. As in St. Louis, the
HHI in Indianapolis exceeds the Horizontal Merger Guidelines’ threshold by which a merger is
considered to be presumptively anti-competitive. 34 Divesting one of the stations would reduce
the HHI by 1062, to 2006, based on retransmission consent revenue, resulting in only a
moderately concentrated marketplace under the Horizontal Merger Guidelines. 35
As in St. Louis, Tribune’s Indianapolis duopoly predates the current transaction, but the
Commission never had the opportunity to review Tribune’s initial acquisition of this duopoly
here—because the combination was the result of an affiliation swap that did not trigger Top-Four
review at the time. 36 The Commission closed this loophole in 2016, 37 and Sinclair should not
simply be allowed to step into Tribune’s shoes. Sinclair itself acknowledges that its request to
retain the combination must be justified under the standards adopted in the Quadrennial Review
34
35
Id.
36
See Cynthia Littleton, CBS Switches Indianapolis Affiliation in Tribune Pact, Bumping CW to Digital Channel,
Variety, Aug. 11, 2014, http://variety.com/2014/tv/news/cbs-switches-indianapolis-affiliation-in-tribune-pact-
bumping-cw-to-digital-channel-1201279881/.
37
Rules Adopted Pursuant to Section 202 of the Telecommunications Act of 1996, Second Report and Order, 31 FCC
Rcd. 9864, 9885 ¶ 52 (2016).
11
Reconsideration Order. 38 As set forth herein, under those standards, the Commission cannot
approve the combination. 39
Significantly, the market impact of joint ownership of stations in St. Louis and
Indianapolis is essentially indistinguishable from the eight other markets where Sinclair has
agreed to divest stations, measured by post-merger HHI. Indeed, St. Louis and Indianapolis both
fall within the middle range of market concentration based on HHI calculations—not even at the
low end—compared with other markets where Sinclair and Tribune’s ownership of top-four
stations overlap. 40 Accordingly, Sinclair should be limited to a single top-four station in St.
Louis and Indianapolis, as it has agreed in the other markets. Regardless of whether divestitures
in St. Louis or Indianapolis are required as a matter of antitrust law, Sinclair has failed to make
the showing required by the Commission that the St. Louis and Indianapolis combinations are
warranted under the Communications Act’s public interest standard.
Sinclair’s arguments in support of retaining two top-four stations in these markets are
wholly unavailing against the retransmission consent harms described above. Its top-four
showings regarding competition with cable systems are not unique to the St. Louis and
Indianapolis markets, as cable networks compete in markets throughout the country, including in
the markets where Sinclair is planning to divest a top-four station. 41 Moreover, as noted earlier,
Sinclair does not even attempt to deny that the proposed combinations would give it enhanced
leverage in retransmission consent negotiations. Sinclair’s arguments in support of its request to
38
See April Amendment at 5-6.
39
Tribune also owns satellite station WTTK(TV), a CBS affiliate licensed to Kokomo, Indiana, which offers strong
market coverage, including in the Indianapolis metropolitan area. See id. at 5 n.20. The Commission should ensure
that Sinclair is unable to change this satellite station in a manner that would circumvent the Commission’s decisions
or the ownership rules.
40
Keating/Orszag Declaration ¶ 31 & Figure 1.
41
Id. ¶ 33.
12
own top-four duopolies in St. Louis and Indianapolis therefore “lack a sound economic
foundation” and should be rejected. 42
Finally, Sinclair’s ownership of two top-four stations in St. Louis and Indianapolis will
escalate the risk of consumer and competitive harm across the country because the stations
would now be part of the larger Sinclair national footprint. Broadcaster size can often be
positively correlated with broadcaster bargaining power, as a loss of broadcast stations across a
significant part of an MVPD’s footprint could disproportionally impose higher costs on the
MVPD. 43 Such costs could include higher customer service expenses to respond to the loss of
programming or payments to protect the brand as a result of adverse publicity. 44 Because these
costs place an MVPD in a weaker bargaining position relative to a broadcaster, there is an
incentive for an MVPD to agree to higher retransmission consent fees to avoid these costs, which
only are expected to increase as the broadcaster increases in size. 45 While Sinclair has dismissed
the impact of a larger national footprint on retransmission consent negotiations, DISH Network’s
filing in this proceeding provides empirical evidence to demonstrate that allowing Sinclair to
increase its national footprint will result in higher retransmission consent fees. 46
III. THE COMMISSION MUST ENSURE THAT SINCLAIR SELLS ITS DIVESTED
STATIONS TO ARMS-LENGTH BUYERS WHO WILL EXERCISE DE FACTO
AS WELL AS DE JURE CONTROL OVER THE STATIONS.
As explained above, Sinclair’s retransmission consent leverage will be exacerbated by the
unprecedented national reach of the post-merger entity. Given this increased leverage, the
42
Id. ¶ 32.
43
Id. ¶ 35.
44
Id.
45
Id.
46
Id. ¶¶ 37-38.
13
Commission should ensure that the stations Sinclair divests are sold to arms-length buyers.
Without such protections, Sinclair will have the ability to circumvent the Commission’s
ownership rules and a concomitant increased ability to improperly use the agreements as an end-
run around the Commission’s joint-negotiation rules.
Sinclair’s current divestiture plan includes the sale of six stations to buyers that are
closely allied with Sinclair management, raising the distinct prospect that Sinclair will be able to
control these stations even after they are sold to other entities. 47 For instance, the buyer of
WGN-TV in Chicago, “WGN-TV, LLC,” 48 is owned by Steven Fader, who reportedly has no
broadcast experience but whose Atlantic Automotive Corporation, which owns automobile
dealerships and a car leasing company, is controlled by Sinclair Executive Chairman David
Smith.49 The buyer of KUNS in Seattle, WA, KMYU in Salt Lake City, UT, and KAUT in
Oklahoma City, OK is Howard Stirk Holdings, which is controlled by media personality
Armstrong Williams, whose stations serve as sidecars to Sinclair. 50 The buyer of KDAF in
Dallas, TX and KIAH Houston, TX is Cunningham Broadcasting Corporation, which operates
47
News Release, Sinclair Broadcasting Group, Inc., Sinclair Provides Additional Information about Agreements to
Sell TV Stations Related to Closing Tribune Media Acquisition (May 9, 2018), http://sbgi.net/wp-
content/uploads/2018/05/Divestitures-Announcement-FINAL.pdf.
48
Id.
49
See Todd Shields, Sinclair Station Buyers in Tribune Deal Would Have Company Ties, Bloomberg, Mar. 2, 2018,
https://www.bloomberg.com/news/articles/2018-03-02/sinclair-station-buyers-in-tribune-deal-would-have-
company-ties; Hamza Shaban, Why Sinclair’s Latest Plan to Sell Major TV Stations has Critics Crying Foul,
Washington Post, Mar. 14, 2018, https://www.washingtonpost.com/news/the-switch/wp/2018/03/14/why-sinclairs-
latest-plan-to-sell-major-tv-stations-has-critics-crying-foul/?utm_term=.7bf5c2dca356.
50
In March 2018, Howard Stirk Holdings acquired stations in Flint, MI and Myrtle Beach, SC from Sinclair. See
Press Release, Howard Stirk Holdings, Williams Purchases TV Stations (Mar. 20, 2018),
http://www.hsh.media/company-news/2018/3/20/armstrong-williams-purchases-tv-stations. Howard Stirk Holdings
acquired KVMY in Las Vegas, NV from Sinclair in 2015, and WCIV in Charleston, SC from Sinclair in 2014. See
Press Release, Howard Stirk Holdings, Howard Stirk Acquires KVMY Las Vegas (Feb. 4, 2015),
http://www.hsh.media/company-news/2015/2/4/howard-stirk-acquires-kvmy-las-vegas; Press Release, Howard Stirk
Holdings, Howard Stirk Holdings Grabs WCIV for $50,000 (Sept. 17, 2014), http://www.hsh.media/company-
news/2014/9/17/howard-stirk-holdings-grabs-wciv-for-50000.
14
16 other stations jointly with Sinclair under JSAs and SSAs, and is controlled by Michael
Anderson, David Smith’s former banker. 51
The extensive and well-established connections between Sinclair and the buyers of these
stations raises questions about whether Sinclair will remain in de facto control of at least some of
these stations and thus in violation of the ownership rules or the requirement that the licensee
retain control of a station’s core operations. The lack of independent broadcasting experience by
the purchasers identified above raises further questions about whether Sinclair will be able to
exercise undue influence over the divested stations. And the reportedly below-market prices
being paid by Howard Stirk Holdings and Cunningham Broadcasting for the stations they are
acquiring raise yet more questions about whether these are bona fide sales. 52
Sinclair’s updated ownership filing also shows that after the closing of the deal, Sinclair
plans to enter into JSAs and SSAs with WGN-TV LLC and Howard Stirk Holdings, as well as
options to repurchase, at below-market prices, the stations that Sinclair is selling to these
entities. 53 Not only are the buyers close business associates of Sinclair leadership, but they
appear to be giving significant control of the divested stations back to Sinclair and suggesting,
with the repurchase rights, that the “sale” of these stations is only temporary—to last only until
51
See Keach Hagey, Sinclair Draws Scrutiny Over Growth Tactic, Wall St. J., Oct. 20, 2013,
https://www.wsj.com/articles/sinclair-draws-scrutiny-over-growth-tactic-1382321755; In re Application of Michael
Anderson, Trustee, Carolyn C. Smith Cunningham Trust to Michael Anderson, File No. BALCDT-20171211ACN
(filed Dec. 11, 2017), Description of Transaction. A fourth buyer, Standard Media Group LLC, was recently
established by investment advisor Standard General L.P., apparently for the purpose of purchasing nine of the
divested stations. Press Release, Standard Media Group LLC, Standard Media Group LLC acquires 9 television
stations from Sinclair Broadcast Group, Inc. (undated), http://www.standardmedia.com/standard-media-group-llc-
acquires-9-television-stations-from-sinclair-broadcast-group-inc/. While Standard Media’s CEO is described as
having broadcast experience, the ability of this new entity to manage the acquired stations is untested.
52
See Jason Schwartz, Armstrong Williams got ‘sweetheart’ deal from Sinclair, POLITICO, June 13, 2018,
https://www.politico.com/story/2018/06/13/sinclair-broadcasting-armstrong-williams-642997 (reporting that
Howard Stirk is paying $4.95 million for stations with an estimated market value of ten times that amount, and that
the price paid by Cunningham was as much as $40 million below market).
53
See, e.g., April Amendment at 20 n.72.
15
Sinclair is no longer prohibited by the Commission’s ownership rules from owning them again
outright. These arrangements raise further questions about the arms-length nature of these sales.
The option agreements associated with the sale of KUNS and KMYU, 54 which are currently
owned by Sinclair, may also violate the Commission’s ban on reversionary interests by station
sellers. 55
The totality of these circumstances requires the Commission to ensure that the
purchasers—and not Sinclair—will acquire and exercise de facto as well as de jure control of the
stations, as required by the Commission’s rules. To the extent the sales are approved, the
Commission must also monitor the stations for ongoing compliance with the rules and conduct
enforcement actions as appropriate. There is precedent for the Commission conducting such an
exacting review, involving a prior Sinclair divestiture. In that case, the Commission noted that,
while it does not traditionally examine the purchase price of a station sale, it will “consider such
matters where it appears from other facts that the arrangement may not have been an arms-length
transaction between the parties.” 56 After conducting its review, the Commission concluded that
54
See, e.g., In re Application of KUTV Licensee, LLC to HSH St. George (KMYU) Licensee, File No. BALCDT-
20180426ABQ (filed May 1, 2018), Attachment 5 (Form of Option Agreement and Option Asset Purchase
Agreement (“Option Agreement”)).
55
See 47 C.F.R. § 73.1150(a) (“[i]n transferring a broadcast station, the licensee may retain no right of reversion of
the license, no right to reassignment of the license in the future, and may not reserve the right to use the facilities of
the station for any period whatsoever”). The Commission has consistently refused to grant applications for transfer
of control where the former owner retains “a right or a power to regain the status of licensee through a reversion of
stock control or the reassignment of the station license.” Radio KDAN, Inc., 11 FCC 2d 934 (1968), recon.
denied, 13 RR 2d 100 (1968), aff’d sub nom., W.H. Hansen v. FCC, 413 F.2d 374 (D.C. Cir. 1969). This includes
instances where the transferee grants the transferor a right of first refusal to acquire the station(s) beings sold. In re
Cumulus Licensing LLC, 21 FCC Rcd. 2998, 3005 (2006). The Stirk Option Agreement grants Sinclair the option to
purchase the transferred station at any time prior to the expiration of the option. See Option Agreement ¶¶ 1-2. The
option does not expire until eight years from the date of the Agreement, and Sinclair has the right to extend the
Option for up to forty additional years. See id. ¶ 2(b). The Option Agreement also grants Sinclair an effective right
of first refusal. See id. ¶ 10.j. (requiring the transferee “not to transfer or cause to be transferred any of the Assets,
Equity and its beneficial ownership interest therein during the term of this Agreement except as permitted by this
Option[.]” (emphasis added).
56
Edwin L. Edwards, Sr. (Transferor) and Carolyn C. Smith (Transferee), Memorandum Opinion and Order and
Notice of Apparent Liability, 16 FCC Rcd. 22,236, 22,250 ¶ 26 (2001) (finding that petitioners had “set forth
specific allegations of fact sufficient to show that certain of the current transactions in this proceeding have resulted
16
“a reasonable businessman” would not have agreed to the transactions orchestrated by Sinclair. 57
A similar review is warranted here.
Close Commission scrutiny is also necessary given Sinclair’s track record of exerting
control over retransmission consent negotiations of stations with whom it has a business
relationship, notwithstanding rules directly prohibiting it from doing so. 58 As the Commission is
well aware, Sinclair has previously used JSAs, SSAs, and LMAs as an end-run around the
statutory ban on joint retransmission consent negotiations by stations that are not under common
de jure control. 59 In 2016, upon a finding by the Media Bureau that Sinclair “negotiated
Stations,” 60 Sinclair entered into a consent decree with the Bureau in which Sinclair made a
settlement payment of nearly $9.5 million. The Commission must ensure that the planned
divestitures and associated service agreements in the pending Tribune transaction do not lead to a
similar outcome.
IV. CONCLUSION
Sinclair’s ownership of two top-four stations in St. Louis and Indianapolis will give it
demonstrably greater market power in the negotiation of retransmission consent agreements,
resulting in higher costs that will be passed on to consumers. This negotiating leverage will be
further exacerbated by Sinclair’s unprecedented national footprint. Sinclair has provided no
evidence of public interest benefits that would outweigh this substantial, transaction-specific
in Sinclair exercising de facto control over [Cunningham Broadcasting, then doing business as Glencairn] in
violation of Section 310(d) of the Communications Act.”).
57
See id.
58
In re Sinclair Broadcast Group, Inc., Order, 31 FCC Rcd. 8576 (MB 2016) (“Consent Decree”).
59
See 47 U.S.C. § 325 (b)(3)(C)(iv); 47 C.F.R. § 76.65(b). NCTA identified this risk in its Reply Comments in this
proceeding. See NCTA Reply Comments at 4.
60
Consent Decree ¶ 4.
17
harm. The Commission should reject Sinclair’s request to own two top-four stations in St. Louis
and Indianapolis. Additionally, to avoid extending Sinclair’s reach beyond the stations it will
own post-transaction, the Commission should ensure that the proposed divestitures are actually
arms-length transactions that give the purchasers de facto as well as de jure control of the
affected stations. The Commission should also monitor the stations for ongoing compliance with
the rules if the sales are approved.
/s/ Rick Chessen
Rick Chessen
Neal M. Goldberg
Michael S. Schooler
Diane B. Burstein
Association
18
I, Michael S. Schooler, hereby certify that, on this 20th day of June, 2018, I caused a
copy of the foregoing Comments of NCTA to be filed electronically with the Commission
through the ECFS system and caused a copy of the foregoing to be served upon the following
individuals by electronic mail:

Washington, DC 20001 Miles.Mason@pillsburylaw.com
mrosenstein@cov.com Counsel for Sinclair Broadcast Group, Inc.
Counsel for Tribune Media Company

/s/ Michael S. Schooler
Michael S. Schooler
Association
19
ATTACHMENT A
Before the
In the Matter of )
)
Tribune Media Company ) MB Docket No. 17-179
(transferor) )
)
and )
)
Sinclair Broadcast Group, Inc. )
(Transferee) )
)
Consolidated Applications for Consent to )
Transfer Control )
BRYAN KEATING AND JON ORSZAG
June 20, 2018

CONTENTS
I. INTRODUCTION..................................................................................................1
II. THE ECONOMICS OF RETRANSMISSION CONSENT

NEGOTIATIONS ..................................................................................................3
III. SINCLAIR’S EVIDENCE IS INSUFFICIENT TO DEMONSTRATE THAT

THE BENEFITS OF THE PROPOSED TRANSACTION OUTWEIGH
THE HARMS .........................................................................................................9
A. SINCLAIR INCORRECTLY DISMISSES THE EFFECT OF THE TRANSACTION ON
RETRANSMISSION CONSENT FEES ...................................................................10
B. THE TRANSACTION WOULD PUT UPWARD PRESSURE ON RETRANSMISSION

CONSENT FEES IN ST. LOUIS, MISSOURI AND INDIANAPOLIS, INDIANA ..........13
1. St. Louis, Missouri ..............................................................................13

2. Indianapolis, Indiana...........................................................................17
C. THE RETRANSMISSION CONSENT FEE IMPACT IN ST. LOUIS, MISSOURI AND
INDIANAPOLIS, INDIANA IS ESSENTIALLY IDENTICAL TO THE IMPACT IN THE
DIVESTITURE DMAS .....................................................................................18
IV. THE TRANSACTION WOULD INCREASE THE COMBINED FIRM’S

BARGAINING POWER DUE TO AN INCREASE IN NATIONAL
FOOTPRINT ........................................................................................................20
V. CONCLUSION ....................................................................................................22
i
FIGURES
Figure 1: Concentration in Top-Four Overlap DMAs (Retrans Revenue) ............................... 19
ii
TABLES
Table 1: Numerical Example of Bargaining ............................................................................... 7
Table 2: Retransmission Revenue Consent Fees, St. Louis, Missouri ..................................... 15
Table 3: Summary of Divestiture Scenarios, St. Louis, Missouri ............................................ 16
Table 4: Retransmission Revenue Consent Fees, Indianapolis, Indiana .................................. 18
iii
I. INTRODUCTION
1. In April 2018, Sinclair Broadcast Group, Inc. (“Sinclair”) and Tribune Media
Company (“Tribune”) (collectively “Applicants”) filed an amendment to their application
seeking Commission consent to modify their proposed merger.1 In this amendment,
Applicants state that they will divest one or more stations in nine DMAs, including a top-
four broadcast station in eight DMAs.2 Applicants also request consent to own two top-
four broadcast stations in two DMAs: St. Louis, Missouri and Indianapolis, Indiana.3
2. For purposes of this request, Applicants purport to apply the Federal
Communication Commission’s (“Commission”) recent guidance in the 2017
Reconsideration Order with respect to its prohibition on common ownership of multiple
top-four broadcast stations within a DMA (the “Top-Four Prohibition”). While noting that
“[t]he ratings data in the record generally supported the Commission’s line drawing, and
the potential harms associated with top-four combinations find support in the record,” the
Commission allows for the possibility that the top-four prohibition may not be warranted
in all markets. The Commission therefore provided an opportunity for applicants to make
a case-by-case showing that prohibiting a single owner of two top-four broadcast stations
1
Applications to Transfer Control of Tribune Media Company to Sinclair Broadcast
Group, Inc., MB Docket No. 17-179, Amendment to FCC Form 315, April 2018
(hereinafter Sinclair Amendment).
2
Seattle-Tacoma, Washington; St. Louis, Missouri; Salt Lake City, Utah; Oklahoma City,
Oklahoma; Greensboro-High Point-Winston Salem, North Carolina; Grand Rapids-
Kalamazoo-Battle Creek, Michigan; Richmond-Petersburg, Virginia; Des Moines-Ames,
Iowa; and Harrisburg-Lancaster-Lebanon-York, Pennsylvania.
3
Sinclair Amendment, § II.B.
1
in the same market would be unwarranted.4 To make such a showing, “applicants must
demonstrate that the benefits of the proposed transaction would outweigh the harms, and
we will undertake a careful review of such showings in light of the record with respect to
each such application.”5
3. The Commission invites applicants to submit information including, but not
limited to, the following categories:6
1) ratings share data of the stations proposed to be combined compared with other
stations in the market;
2) revenue share data of the stations proposed to be combined compared with other
stations in the market, including advertising (on-air and digital) and retransmission
consent fees;
3) market characteristics, such as population and the number and types of broadcast
television stations serving the market (including any strong competitors outside
the top-four rated broadcast television stations);
4) the likely effects on programming meeting the needs and interests of the
community; and
5) any other circumstances impacting the market, particularly any disparities
primarily impacting small and mid-sized markets.
The Commission declined to articulate “a rigid set of criteria for our case-by-case
analysis,”7 but it acknowledged that parties could raise concerns related to retransmission
4
2014 Quadrennial Regulatory Review – Review of the Commission’s Broadcast
Ownership Rules et al., MB Docket Nos. 14-50 et al., Order on Reconsideration and
Notice of Proposed Rulemaking, November 20, 2017 (hereinafter Reconsideration
Order), ¶¶ 78-82.
5
Reconsideration Order, ¶ 82.
6
7
2
consent issues in the context of a specific transaction “if such issues are relevant to the
particular market, stations, or transaction.”8
4. We have been asked by counsel for the National Cable & Telecommunications
Association (“NCTA”) to review and respond, from an economic perspective, to the
arguments that Applicants advance as to why they should be permitted to own two top-
four broadcast stations in St. Louis, Missouri and Indianapolis, Indiana. We focus
especially on the effects of the proposed transaction as it relates to retransmission consent
negotiations. For the reasons set out below, we conclude that the proposed transaction
would put upward pressure on retransmission consent fees in both St. Louis and
Indianapolis as well as nationally.
II. THE ECONOMICS OF RETRANSMISSION CONSENT NEGOTIATIONS
5. Broadcast station/multichannel video programming distributor (“MVPD”)
retransmission arrangements are complex and have evolved over time with different
regulatory and marketplace developments. For purposes of the stations at issue in this
transaction, the negotiations typically proceed via a retransmission consent regime by
which the broadcast station owner or operator must consent to the retransmission of its
station signal by the MVPD and generally does so only for valuable consideration. In this
section, we briefly review the relevant economics of bargaining. We then discuss that
theory in the context of evaluating the effects of the proposed transaction.
8
Id., n. 239.
3
6. In economic terms, a retransmission consent negotiation between a buyer (in this
case, an MVPD) and a seller (in this case, a broadcast station owner or operator) can be
thought of as a negotiation over how the two parties divide the total pool of incremental
profit that is generated as result of collaboration. For the broadcast station owner or
operator, the gains from collaboration take the form of incremental profits from fees and
additional advertising revenue earned because its signal reaches a wider audience when
distributed to the MVPD’s subscribers. For the MVPD, the gains from collaboration take
the form of incremental profits associated with additional subscriber revenue from
customers added or retained because they are attracted by the programming the
broadcaster offers.
7. Rather than each party simply retaining these direct benefits, retransmission
consent negotiations allow the parties to split the overall pool of surplus in a more flexible
way. The exact division between MVPD and broadcaster will be determined by each
party’s relative bargaining positions and will be bound by the profits each party could
earn absent an agreement. Each party has an economic incentive to come to a
retransmission consent agreement as long as the profits it will receive under the
agreement exceed the profits it would receive if no agreement were reached. In the
bargaining terminology used in the economics literature, the latter are referred to as
“disagreement points” or “disagreement profits.” When the profits available under an
agreement exceed the parties’ disagreement points, the agreement is economically
efficient and both parties have an incentive to reach agreement.
8. The effect that a merger between sellers (here broadcast stations) has on their
bargaining power depends on technical conditions, such as the “concavity” or shape of

4
the buyers’ surplus functions (i.e., the way in which the surplus function changes with the
amount of content available). If the per-customer benefit to an MVPD of carrying a
broadcast station decreases as the number of broadcast signals the MVPD carries
increases, as could be the case if the additional station offers substitutable programming
to the MVPD’s current lineup and therefore adds relatively little incremental value, then
the surplus function is said to be “concave.” Conversely, if the per-customer benefit to an
MVPD of carrying a broadcast station increases as the number of broadcast signals the
MVPD carries increases, as could be the case if the added station offers complementary
programming to the MVPD’s existing lineup, then the surplus function is not concave, but
rather said to be “convex.” And if the per-customer benefit does not depend on the
number of stations, then the surplus function is said to be “linear.”
9. Under standard economic models, if an MVPD’s surplus function is concave, a
merger of broadcast station owners will enhance the bargaining power of the combined
firm vis-à-vis that MVPD. The retransmission fees that sellers can negotiate are tied to the
value they create for the MVPD, meaning that stations contributing relatively higher
value are in stronger positions to command higher fees than those contributing relatively
lower value. With concave surplus functions, each additional station adds less value to the
MVPD than the prior station, with the marginal station (i.e., the final station added in a
negotiation) contributing the least incremental value. If the marginal seller in this scenario
combines with another station and negotiates jointly, it would improve its value to the
MVPD (because the two stations together would offer a higher average incremental value
than would the marginal station on its own) and would be able to negotiate a better
(higher) price.
5
10. The reverse is true in the case of a convex surplus function. Where MVPDs have a
convex surplus function, a merger between broadcast station owners would shift
bargaining power away from the combined firm to the MVPD and decrease the price paid
by the MVPD to carry the broadcast signals. This is true because, with a convex surplus
function, each additional seller contributes more value to the MVPD than the prior
station. In this case, the marginal seller contributes greater incremental value than other
stations and will be able to negotiate a better (higher) price if it negotiates separately.
11. The following numerical example illustrates these concepts.9 Consider a situation
in which an MVPD negotiates with two broadcast station owners.10 The top panel of
Table 1 describes the various bargaining outcomes in this scenario. For the MVPD,
reaching agreements with both station owners will generate $70 in incremental profit
($120-$50).11 But the incremental gain to reaching agreement with either, conditional on
reaching agreement with the other, is only $20 ($120-$100). Splitting the incremental
surplus with the broadcast owner implies a fee of $10 per station (or $20 in total for both
stations). Now consider the outcome when the two broadcaster owners merge or
otherwise negotiate jointly. As illustrated in the bottom panel of Table 1, the MVPD
9
See Aviv Nevo, “Mergers that Increase Bargaining Leverage,” Remarks as Prepared for
the Stanford Institute for Economic Policy Research and Cornerstone Research
Conference on Antitrust in Highly Innovative Industries, January 22, 2014, available at
https://www.justice.gov/atr/file/517781/download for a similar example.
10
This numerical example is agnostic as to whether the station owner’s own stations in the
same or different DMAs.
11
For simplicity, we assume in this example that there is no incremental profit for the
broadcast station owner.
6
again gains $70 if it has an agreement with both (the joint company) relative to not
reaching an agreement. Following the merger, the joint company is the marginal seller,
and in this example the value ($70) it creates exceeds the value (2 x $20) that the stations
create on a stand-alone basis pre-merger. Assuming an equal split of the incremental
surplus, it implies a payment of $35 (or $17.50 per station). In this example, joint
negotiation does not increase the overall profit to the MVPD of reaching agreement with
both broadcasters but it does increase the fees that the MVPD pays relative to separate
negotiations.
Table 1: Numerical Example of Bargaining
Pre-merger
Incremental Gain to Individual Broadcaster Broadcasters A+B
MVPD Profit
MVPD Share of Surplus* Share of Surplus*
Agreement with neither $50
Agreement with one broadcaster only $100 $50
Agreement with both $120 $20 $10 $20
Post-merger
Incremental Gain to Broadcasters A+B
MVPD Profit
MVPD Share of Surplus*
Agreement with both $120 $70 $35
Notes:
* Assumes equal bargaining power (a 50/50 split of the incremental gain between MPVDs and broadcasters)
12. The outcome described above arises from the fact that the incremental surplus to
the MVPD decreases as more broadcasters are included in the MVPD’s offerings (as
shown in the first panel in Table 1, the incremental gain decreases from $50 when adding
one broadcaster to $20 when adding a second). This example provides a numerical
demonstration of a concave demand curve.
13. Local-market overlaps represent a particular example of the general bargaining
theory described above. If subscribers view certain local broadcast stations as at least
7
partial substitutes for one another, then subscribers may be more inclined to stay with an
MVPD even if it fails to reach an agreement with a particular viewer’s preferred
broadcast station as long as it has reached agreement with other stations in the
market. However, if an MVPD loses access to multiple stations, there is a greater chance
some customers will cancel their MVPD subscription in search of an alternative MVPD
offering more robust alternatives. This scenario applies with particular force to
negotiations with top-four broadcast network affiliates. Such stations are typically the
most popular networks, and subscribers are likely to view the networks as partial
substitutes for one another. More colloquially, MVPDs are disproportionately worse off
with only two of the top-four broadcast stations in a DMA than with three of the four
broadcast networks.
14. The economic logic for why combining competing stations within a market under
common ownership shifts bargaining power to the merging firm is therefore analogous to
the standard intuition underlying horizontal unilateral effects analysis of mergers
involving differentiated products in posted-price settings. In such cases, absent
efficiencies or other merger-related benefits, economic theory makes the unambiguous
prediction that the merger will enhance the bargaining power of broadcast stations
relative to MVPDs.12
12
By increasing the surplus associated with reaching a deal, merger-specific marginal cost
efficiencies, if sufficiently large, could create an incentive to lower rates. To our
knowledge, the merging parties have not demonstrated any significant merger-specific
marginal cost efficiencies (see Section V).
8
15. The likely increases in retransmission consent fees arising from the proposed
transaction, as described further below and to the extent that they are not remedied by
divestitures, would exacerbate existing trends. Over the past decade, total retransmission
consent fees have grown substantially, from about $200 million in 2006 to about $8
billion in 2016 (and are projected to reach $10 billion in 2018).13

THE BENEFITS OF THE PROPOSED TRANSACTION OUTWEIGH THE
HARMS
16. The Commission’s modification to its prohibition on common ownership of top-
four broadcast stations within a DMA to allow for case-by-case analysis places the burden
on applicants to “demonstrate that the benefits of the proposed transaction would
outweigh the harms.”14 Because Applicants ignore the effects of the transaction on
retransmission consent fees, they have failed to make the required showing and the
Commission cannot conclude that the competitive harm of these combinations is
“minimal” and outweighed by “public interest benefits.”15
13
See Justin Nielson, “Retrans projections update: $12.8B by 2023,” SNL Kagan
Broadcaster Investor, June 14, 2017.
14
15
See id.
9
A. SINCLAIR INCORRECTLY DISMISSES THE EFFECT OF THE TRANSACTION
ON RETRANSMISSION CONSENT FEES
17. Applicants’ supplemental filing focuses mainly on the effects of the proposed
transaction on advertising sales. It dismisses the relevance of the transaction to
retransmission consent negotiations:16
Retransmission consent agreements for larger television groups such as

Tribune, Sinclair, Nexstar and others are negotiated on a national, not a
local, level and therefore local retransmission revenues do not reflect
competition in the market. Rates, and revenues, are not a result of
competition between individual stations in a market and are largely
dependent on a number of factors, including competition from cable
networks, timing of when a retransmission consent agreement was entered
into (a recently entered into agreement is likely to have higher rates),
length of term, and other rights negotiated in the agreement—that are
wholly unrelated to local broadcast station competition or any particular
station being examined.
The implication that local competitive conditions have no effect on retransmission
consent negotiations is inconsistent with sound economics.
18. For the theoretical reasons discussed in Section II above, elimination of horizontal
competition between broadcast stations within a local market would put upward pricing
pressure on retransmission consent rates. The fact that large broadcast station owners such
as Sinclair and Tribune negotiate rates across multiple markets does not change this basic
logic. Rates set at a national level reflect the economic implications of local competitive
16
Sinclair Amendment, n. 32 [emphasis added].
10
conditions, along with other factors relevant to pricing, in the markets to which the rates
are applicable.17
19. Citing similar economic logic, the Department of Justice (DOJ) previously found
that the Nexstar-Media General transaction would diminish competition where the two
broadcast station owners owned stations in the same DMA:18
Prior to the merger, an MVPD’s failure to reach a retransmission

agreement with Nexstar for a broadcast television station might result in a
blackout of that station and threaten some subscriber loss for the MVPD.
But because the MVPD would still be able to offer programming on
Media General’s major network affiliates, which are at least partial
substitutes for Nexstar’s affiliates, many MVPD subscribers would simply
switch stations instead of cancelling their MVPD subscriptions. After the
merger, an MVPD negotiating with Nexstar over a retransmission
agreement could be faced with the prospect of a dual blackout of major
broadcast networks (or worse), a result more likely to cause the MVPD to
17
To take a simple example, consider a case in which one merging party owns a top-four
broadcast station in one DMA, and the other party owns an equally sized top-four station
in another DMA. In a third DMA, both parties each own a station. For the reasons
discussed herein, the combination of two top-four broadcast stations within the third
DMA would put upward pressure on retransmission consent fees in the overlap market.
Assuming the merged party jointly negotiated a common rate for the all three DMAs, the
combination of competing stations within the third DMA would put upward pressure on
the common negotiated fee. In establishing the profit-maximizing common rate, the firm
would balance the fact that the merger would increase the profit-maximizing market-
specific rate in the overlap market while leaving unchanged (ignoring cross-market
effects) the profit-maximizing market-specific rates in the overlap markets. The resulting
percentage increase in the fee would reflect the aggregate effect of the merger across all
markets to which the common rate applies. While the aggregate rate would be lower in
the overlap DMA than if rates were negotiated on a DMA-specific basis, it would be
higher in the other markets than would otherwise be the case and this higher rate would
apply to a larger number of subscribers.
18
United States of America v. Nexstar Broadcasting Group, Inc. and Media General, Inc.,
Competitive Impact Statement, September 2, 2016, available at
https://www.justice.gov/atr/case-document/file/910661/download, pp. 8-9 (“Nexstar
Competitive Impact Statement”).
11
lose subscribers and therefore to accede to Nexstar’s retransmission fee
demands.
20. Because retransmission fees constitute marginal costs to an MVPD, as a
matter of economics, MVPDs have an incentive to pass on part or all of any such
increases in marginal costs to the end consumer.19 Further increases in
retransmission consent fees, which would exacerbate the underlying trend in these
fees, would ultimately harm consumers.
21. Data that DISH Network submitted in this docket supports the conclusion that
combining competing stations within a DMA under common ownership would shift
bargaining power toward the broadcast station owner. Specifically, in an economic
declaration attached to DISH Network’s FCC filing, Mr. Zarakas and Dr. Verlinda find:20
DISH suffers greater subscriber losses when it temporarily loses

programming from (i.e., is blacked out by) broadcast groups with two or
more local broadcast stations in a DMA than it does when programming is
temporarily lost for only one station in a DMA.
19
The Department of Justice reached a similar conclusion in its review of the Nexstar-
Media General transaction. See Nexstar Competitive Impact Statement at 9 (“the loss of
competition between the Nexstar and Media General stations in each DMA Market would
likely lead to an increase in retransmission fees in those markets and, because increased
retransmission fees typically are passed on to consumers, higher MVPD subscription
fees.”).
20
Group, Inc., MB Docket No. 17-179, Petition to Dismiss or Deny of DISH Network,
L.L.C. (“DISH”), Aug. 7, 2017, Exhibit E, Declaration of William P. Zarakas and Jeremy
A. Verlinda, ¶ 4.
12
Such an empirical finding is consistent with the theoretical conclusion that an MVPD’s
surplus function is concave and consequently that a merger of two broadcast stations in
the same market would put upward pressure on retransmission consent fees.21
B. THE TRANSACTION WOULD PUT UPWARD PRESSURE ON

RETRANSMISSION CONSENT FEES IN ST. LOUIS, MISSOURI AND
INDIANAPOLIS, INDIANA
22. In both St. Louis, Missouri and Indianapolis, Indiana, Sinclair seeks a waiver of
the Commission’s prohibition of common ownership of two top-four broadcast stations.
As we discuss below, such a waiver would put upward pressure on retransmission consent
fees to the detriment of consumers.
1. St. Louis, Missouri
23. In St. Louis, Missouri, a subsidiary of Sinclair is the licensee of the ABC affiliate,
KDNL. A subsidiary of Tribune is the licensee of the Fox affiliate, KTVI, as well as the
licensee of the CW affiliate, KPLR.
21
This finding was critiqued by Dr. Gowrisankaran, in an economic report attached to
Sinclair’s filing, who claimed that the results presented by Mr. Zarakas and Dr. Verlinda
are evidence of convexity rather than concavity (see Applications to Transfer Control of
Tribune Media Company to Sinclair Broadcast Group, Inc., MB Docket No. 17-179,
Applicants’ Consolidated Opposition to Petitions to Deny, Aug. 22, 2017, Exhibit E,
Declaration of Gautam Gowrisankaran, ¶¶ 78-84). However, Dr. Gowrisankaran’s
interpretation appears to be incorrect because he did not account for the fact that the
blackouts studied by Mr. Zarakas and Dr. Verlinda involved losses of a Big-Four station
and a non-Big-Four station rather than two Big-Four stations. Adjusting for relative
station size, Mr. Zarakas and Dr. Verlinda’s analysis implies that the loss of two Big-Four
stations exceeds the loss of one, which is consistent with concavity. (See Applications to
Transfer Control of Tribune Media Company to Sinclair Broadcast Group, Inc., MB
Docket No. 17-179, Reply of DISH Network, L.L.C. (“DISH”), Aug. 29, 2017, Exhibit C,
Declaration of Dr. Janusz A. Ordover, ¶ 39.).
13
24. Applicants advance several arguments as to why they should be allowed to own
two top-four stations in St. Louis, Missouri:22
“Common ownership of KTVI and KDNL-TV will serve to strengthen broadcast
competition with cable TV;”
“Viewers have access to more than 10 Significantly Viewed stations from
neighboring DMAs such as Terre Haute, IN, Springfield, MO, and Champaign-
Springfield-Decatur, IL. These stations include Top-Four stations owned by
Nexstar Media Group, Raycom Media, and Quincy Media. Several of the stations’
signal contours overlap the St. Louis DMA and can therefore be picked up by
viewers over the air regardless of which cable systems also carry them;” and
“The merger of KDNL-TV’s newsroom with the KTVI newsroom would enable
Sinclair to leverage Tribune’s existing news operations to add news in the DMA.”
As we discuss further below, these facts are not unique to St. Louis nor do they establish
that the benefits to allowing common ownership of two top-four stations would outweigh
the harms. For example, while Applicants point to the existence of competing options,
they do nothing to quantify the extent to which the proposed transaction would affect
prices as a function of that competition.
25. Table 2 shows that, based on retransmission consent revenue, KTVI and KDNL
are the fourth- and first-ranked broadcast stations, respectively. The Hirschman-
Herfindahl Index (HHI) is a standard measure of market-level concentration that naturally
22
Sinclair Amendment, pp. 15-16.
14
takes into account the strength of other competing options. Calculating the HHI based on
retransmission consent revenue yields a post-merger HHI of 3,754 and a delta HHI (the
increase in concentration from combining the Sinclair and Tribune stations) of 1,191,
based on 2017 data from SNL Kagan.23 These values exceed the thresholds by which the
Horizontal Merger Guidelines consider a merger to be presumptively anticompetitive.24
Table 2: Retransmission Revenue Consent Fees, St. Louis, Missouri

SNL Kagan (2017) BIA Ke lse y (2016)
Retrans Re trans Retrans Re trans
Re ve nue Rev Reve nue Re v
Station Affiliation O wner ($000s) Share ($000s) Share
KMOV CBS Meredith Corporation $21,014 25.3% $15,100 26.1%

KSDK NBC T EGNA Inc. $20,522 24.7% $18,600 32.2%
KT VI FOX T ribune Media Company $13,813 16.6% $14,600 25.3%
KDNL-T V ABC Sinclair Broadcast Group, Inc. $25,525 30.7% $7,500 13.0%
KPLR-T V T he CW T ribune Media Company $2,339 2.8% $2,000 3.5%
Combined Sinclair-T ribune Share 50.1% 41.7%

Post HHI 3754 3457
Delta HHI 1191 745
Source: Applications to Transfer Control of Tribune Media Company to Sinclair Broadcast Group, Inc. , MB Docket No. 17-179,
Amendment to FCC Form 315, April 2018, Exhibit F.2 (BIA Kelsey, 2016 and SNL Kagan, 2017)
26. It is our understanding that Sinclair has agreed to divest one station in St. Louis,
but it has not determined which station it will divest. Specifically, in a recent filing,
Sinclair stated:
Because the parties will not know which of these Stations will be divested
until the Department of Justice, Antitrust Division, approves a proposed
buyer for KPLR-TV or, if no buyer is approved for KPLR-TV, a proposed
buyer for KDNL-TV, the parties are filing applications seeking consent to
23
The most recent data from BIA Kelsey yields similar estimates.
24
Horizontal Merger Guidelines, § 5.3.
For purposes of these calculations, we assume joint ownership of all three Sinclair and
Tribune stations. Below, we consider potential divestiture scenarios.
15
assign or transfer each of the Stations to the Trust pending completion of
such review.
Here we consider the implication of two potential divestiture scenarios:
Scenario 1: Divest KPLR-TV.
Scenario 2: Divest KDNL-TV.
27. Table 3 shows the post-merger HHI values for both proposed divestitures. A
divestiture of KDNL, the station currently under Sinclair ownership, would effectively
transfer the two Tribune-owned stations to Sinclair. There would be no change in the St.
Louis post-merger HHI, as shown by the delta HHI values of 0. Under this scenario, the
post-merger HHI using retransmission fee data from SNL Kagan is 2,564. If Sinclair
divests KPLR, the post-merger HHI using SNL Kagan data is 3,489 with a delta HHI of
925.
Table 3: Summary of Divestiture Scenarios, St. Louis, Missouri

Combine d Combined
Sinclair- Sinclair-
Dive stiture Tribune Tribune
O ption Share Post HHI De lta HHI Share Post HHI De lta HHI
No Divestiture 50.1% 3754 1191 41.7% 3457 745
Divest KDNL 19.4% 2564 0 28.7% 2711 0
Divest KPLR 47.3% 3489 925 38.2% 3192 481
Source: Applications to Transfer Control of Tribune Media Company to Sinclair Broadcast Group,
Inc. , MB Docket No. 17-179, Amendment to FCC Form 315, April 2018, Exhibit F.2 (BIA Kelsey,
2016 and SNL Kagan, 2017)
16
2. Indianapolis, Indiana
28. In Indianapolis, a subsidiary of Tribune is the licensee of the local CBS affiliate
(WTTV) and the local Fox affiliate (WXIN).25 Sinclair does not currently operate a
station in the DMA. The merger will not cause a change in the common ownership status
of these stations. Nonetheless, a divestiture of one of the Tribune top-four stations would
increase competition among broadcast stations in the DMA.
29. Table 4 also shows that, based on retransmission consent revenue, WXIN and
WTTV are the second- and third-ranked broadcast stations in the DMA. Calculating an
HHI based on retransmission consent revenue yields an HHI when combining the two
Tribune stations of 3,068. Divesting one of the Tribune stations would reduce HHI by
1,062 to 2,006, based on 2017 data from SNL Kagan.26, 27 The combined HHI exceeds the
thresholds by which the Horizontal Merger Guidelines consider a merger to be
presumptively anti-competitive.28
25
Tribune has commonly owned the stations since 2002 and they became a top-four overlap
in 2015 when WTTV switched its affiliation from CW to CBS. (Sinclair Amendment, n.
48.)
26
The most recent data from BIA Kelsey yields somewhat smaller, but still large, estimates.
27
HHIs can be used to compare concentration in different scenarios. In this case, the HHI
calculations we present compare concentrations with WTTV and WXIN either jointly or
separately owned.
28
17
Table 4: Retransmission Revenue Consent Fees, Indianapolis, Indiana
Re trans Re trans Re trans Re trans
Re ve nue Re v Re ve nue Re v
Station Affiliation O wne r ($000s) Share ($000s) Share
WT HR NBC Dispatch Printing Company, T he $18,649 23.3% $13,400 30.2%

WISH T he CW Nexstar Media Group, Inc. $6,367 7.9% $2,100 4.7%
WXIN FOX T ribune Media Co. $18,524 23.1% $12,500 28.2%
WRT V ABC E. W. Scripps Company $14,249 17.8% $11,300 25.5%
WT T V CBS T ribune Media Co. $18,436 23.0% $4,000 9.0%
WNDY MyNetworkT V Nexstar Media Group, Inc. $3,974 5.0% $1,000 2.3%

HHI (Combined T ribune Stations) 3068 2980
Delta HHI (From Divesting One T ribune Station) -1062 -510
HHI (Separate T ribune Stations) 2006 2471
Source: Applications to Transfer Control of Tribune Media Company to Sinclair Broadcast Group, Inc. , MB Docket No. 17-179, Amendment to FCC
Form 315, April 2018, Exhibit F.1 (BIA Kelsey, 2016 and SNL Kagan, 2017)
C. THE RETRANSMISSION CONSENT FEE IMPACT IN ST. LOUIS, MISSOURI

AND INDIANAPOLIS, INDIANA IS ESSENTIALLY IDENTICAL TO THE
IMPACT IN THE DIVESTITURE DMAS
30. Although Applicants seek modification to the Commission’s top-four ownership
provisions for St. Louis, Missouri and Indianapolis, Indiana while agreeing to divestitures
of a top-four station in eight other DMAs, neither St. Louis, Missouri nor Indianapolis,
Indiana is a material outlier with respect to the concentration of broadcast stations within
the DMA.29
31. Figure 1 shows that both St. Louis, Missouri and Indianapolis, Indiana (green
dots) lie in the middle of the range of concentration based on retrans revenue among the
ten DMAs with a top-four overlap.
29
The eight DMAs in which Applicants have agreed to a divestiture of a top-four broadcast
station are: Seattle-Tacoma, Washington; Greensboro-High Point-Winston Salem, North
Carolina; Salt Lake City, Utah; Oklahoma City, Oklahoma; Grand Rapids-Kalamazoo-
Battle Creek, Michigan; Richmond-Petersburg, Virginia; Des Moines-Ames, Iowa;
Harrisburg-Lancaster-Lebanon-York, Pennsylvania.
18
Figure 1: Concentration in Top-Four Overlap DMAs (Retrans Revenue)
4500
4000
3500
3000
Post-Merger HHI
2500
2000
1500
1000
500
0
0 200 400 600 800 1000 1200 1400 1600
Delta HHI
Source: SNL Kagan, 2017
32. The fact that these two DMAs look similar to DMAs in which Applicants have
agreed to divest a top-four broadcast station demonstrates that Applicants lack a sound
economic foundation for seeking a modification to the Commission’s top-four ownership
rules in these two DMAs.
33. Applicants’ additional arguments about competition with cable systems are not
unique to these two DMAs. While we do not undertake a systematic analysis of the
degree of substitution between broadcast networks and cable networks, we note that cable
networks exist throughout the country, including in the DMAs where Applicants have
agreed to divest a top-four station.
19
FOOTPRINT
34. The prior discussion focuses on the effects arising from diminution of local-
market competition, especially in St. Louis and Indianapolis. The proposed transaction
also potentially affects retransmission consent negotiations by increasing the footprint of
the combined company. Although the theoretical literature on bargaining makes no clear
predictions about the effect of cross-market mergers on the bargaining power of the
merging parties, it demonstrates that such mergers can, under certain circumstances,
influence the relative bargaining power of the combined entity.30 Ultimately, the degree to
which a merger affects the bargaining situation—and the direction of the influence—is
case-specific and can be addressed only with empirical evidence.
35. There are reasons to believe that, in this industry, broadcaster size is positively
correlated with broadcaster bargaining power. For example, a threatened blackout across
a substantially larger portion of an MVPD’s footprint has the prospect to impose
disproportionately higher costs on the MVPD in dealing with the repercussions of the
blackout. Such costs may take the form of disproportionately higher customer service
costs or disproportionately higher costs to the brand as a result of adverse publicity from
30
See, e.g., Tasneem Chipty and Christopher M. Snyder (1999), “The Role of Firm Size in
Bilateral Bargaining: A Study of the Cable Television Industry,” The Review of
Economics and Statistics, 81: 326-340; Alexander Raskovich (2003), “Pivotal Buyers and
Bargaining Position,” The Journal of Industrial Economics, LI(4): 405-426; Nodir Adilov
and Peter J. Alexander (2006), “Horizontal Merger: Pivotal Buyers and Bargaining
Power,” Economics Letters, 91: 307-311).
20
the blackout. Such costs place the MVPD in a weaker bargaining position (effectively,
they create a concave surplus function) and create an incentive to agree to higher
retransmission consent fees in order to avoid incurring those costs.
36. Even though the top-four combination in Indianapolis predates the transaction,
transfer of the ownership of this combination to Sinclair, with its substantially larger
national footprint than Tribune, raises merger-specific harms.31
37. Data that DISH Network submitted in the FCC docket demonstrate that such a
pattern prevails in DISH Network’s retransmission consent agreements with broadcast
station owners. Specifically, in an economic filing attached to DISH Network’s FCC
filing, Professor Janusz Ordover finds:32
My regression results indicate that retransmission fees increase with the

size of the station owner, which confirms the supposition that DISH’s
surplus function is concave. The further implication is that the merger of
Sinclair and Tribune will shift bargaining power toward the New Sinclair,
likely resulting in higher retransmission fees.
38. Contrary to the empirical evidence presented by DISH Network, Dr.
Gowrisankaran asserted in a filing to the FCC on behalf of Sinclair and Tribune that
MVPDs’ surplus function is likely to be linear across markets and therefore that the
31
See Reconsideration Order, ¶ 82 n. 239 (recognizing appropriateness of raising concerns
related to retransmission consent issues in the context of a specific transaction “if such
issues are relevant to the particular market, stations, or transaction.”).
32
L.L.C. (“DISH”), Aug. 7, 2017, Exhibit D, Declaration of Dr. Janusz A. Ordover, ¶ 41.
21
merger would not have impact on retransmission rates.33 As discussed above, because
economic theory gives no clear guidance on the directional effects of cross-market
mergers, the question must be answered by empirical evidence. However, Dr.
Gowrisankaran offered no empirical evidence to substantiate this view and it runs
contrary to other available evidence.34 Given that Dr. Gowrisankaran’s claim is
unsupported by any empirical evidence (and contradicts the available evidence) and given
the potential risks of a firm owning multiple top-four stations, Sinclair and Tribune have
clearly not demonstrated the net benefits of common ownership of these stations.
V. CONCLUSION
39. For the reasons described above, both economic theory and the empirical evidence
strongly support the conclusion that the proposed transaction would increase
retransmission consent fees.
33
See Applications to Transfer Control of Tribune Media Company to Sinclair Broadcast
L.L.C. (“DISH”), Aug. 7, 2017, Exhibit D, Declaration of Dr. Janusz A. Ordover, ¶ 41;
Group, Inc., MB Docket No. 17-179, Applicants’ Consolidated Opposition to Petitions to
Deny, Aug. 22, 2017, Exhibit E, Declaration of Gautam Gowrisankaran, ¶ 60.
34
Deny, Aug. 22, 2017, Exhibit E, Declaration of Gautam Gowrisankaran, ¶¶ 59-72.
22
Before the
In the Matter of )
)
Application of Tribune Media Company and ) MB Docket No. 17-179
Sinclair Broadcast Group For Consent to )
Transfer Control of Licenses and )
Authorizations )
)
PETITION TO DENY OF
NATIONAL HISPANIC MEDIA COALTION,
COMMON CAUSE, AND UNITED CHURCH OF CHRIST, OC INC.
José L. Muñoz Carmen Scurato, Esq.

Master in Public Administration Candidate Francella Ochillo, Esq.
Harvard Kennedy School of Government National Hispanic Media Coalition
65 South Grand Avenue
Suite 200
Pasadena, CA 91105
(626) 792-6462
Elliott Browning Yosef Getachew
Juris Doctor Candidate Common Cause
University of Colorado Law School 805 15th Street NW
(202) 833-1200
Cheryl A. Leanza
United Church of Christ, OC Inc.
100 Maryland Ave., NE
Suite 330
June 20, 2018 Washington DC 20002
EXECUTIVE SUMMARY
The National Hispanic Media Coalition, Common Cause, and United Church of Christ,
OC Inc., file this Petition to Deny in response to the Federal Communications Commission’s
(“FCC” or “Commission”) Public Notice in response to the transfer of licenses from Tribune
Media Company (“Tribune”) to Sinclair Broadcast Group, Inc.’s (“Sinclair”) (together,
“Applicants”) amended divestiture plan which fails to meet the burden of proof that the proposed
license transfers serve the public interest.
Pursuant to 47 U.S.C. Section 310(d), the Applicants have the burden of proving that the
proposed merger serves the public interest, convenience, and necessity. Applicants must
affirmatively prove that the transaction will not harm the public, frustrate the goals of the
Communications Act, harm competition, or otherwise break the law. The Applicants’ proposed
transaction woefully fails to meet this burden.
Many of the Applicants’ divestitures include sweetheart deals, buy back options, or
shared service agreements (SSAs) that allow Sinclair to maintain some form of control over
divested stations. Sinclair’s intentions are clearly evident -- this acquisition is intended to secure
Sinclair’s position as the largest national broadcaster. Accordingly, Sinclair’s divestiture plan is
riddled with harms to the public interest and runs contrary to the Commission’s goals of
promoting competition, localism, and viewpoint diversity. The proposed transaction would also
give Sinclair increased bargaining power in retransmission consent negotiations, forcing
distributors as well as consumers to pay higher prices. Overall, Sinclair’s use of straw man deals,
buy back options, and SSAs will allow it to control or manage many of the stations after
divestiture.
The Commission must also consider its Congressional mandate to “promote….diversity
of media voices, vigorous economic competition, technological advancement, and promotion of
ii
the public interest, convenience, and necessity” as defined in Section 257(b) of the
Communications Act. The Commission has also long-established that broadcasters must serve
the needs and interests of the communities to which they are licensed. Today, people of color
disproportionately rely on broadcast media compared to their white counterparts, making local
broadcasting a critical source of news and information for those communities. In markets where
Sinclair would effectively control local news, vulnerable consumers would not have an
alternative to its programming and risk becoming even more disenfranchised by hearing from
only one viewpoint. Further, nothing in Applicant’s filing, nor conduct, indicate that the new
broadcasting behemoth plans to increase diversity in its programming to reflect the diversity in
its potential viewership.
Additionally, the Applicants transaction relies on the Commission’s potential
unauthorized alteration of the national ownership reach cap and the FCC’s arbitrary and
capricious reinstatement of the UHF discount. However, even if the Commission had the
authority to relax or eliminate the cap, it would be prudent for the FCC to resolve its open
proceeding before ruling on the proposed Sinclair acquisition of Tribune. Finally, the question of
whether the FCC’s decision to reinstate the UHF discount is arbitrary and capricious is currently
under consideration in the Court of Appeals for the D.C. Circuit. Thus, it is essential that the
Commission wait until the D.C. Circuit has rendered its decision before ruling on the proposed
merger.
For the foregoing reasons, the National Hispanic Media Coalition, Common Cause, and
United Church of Christ, OC Inc., respectfully request that the Commission deny the Applicants
proposed transaction.
iii
TABLE OF CONTENTS
EXECUTIVE SUMMARY .......................................................................................................... ii

I. BACKGROUND AND STATEMENTS OF INTEREST .................................................. 2
II. THE APPLICANTS DIVESTITURE PLAN DOES NOT MEET THE
BURDEN OF PROOF AND IS NOT IN THE PUBLIC INTEREST .............................. 4
A. The Applicants’ Transaction Will Reduce Competition in Local Markets
Which is Inconsistent With The Commission’s Goal of Promoting
Competition ................................................................................................................. 5
B. The Applicants’ Sham Divestiture Plan is Not in The Public Interest ........................ 6
C. The Proposed Merger Would Give Sinclair Increased Bargaining Power in
Retransmission Consent Negotiations Resulting in Higher Cable Prices For
Consumers. .................................................................................................................. 7
III. THE PROPOSED MERGER IS AN AFFRONT TO LOCALISM AND
VIEWPOINT DIVERSITY ................................................................................................ 10
A. Sinclair’s Acquisition of Tribune Would Contradict the Commission’s Long
Standing Goals of Promoting Localism and Viewpoint Diversity ............................ 10
B. The FCC Must Reject Sinclair’s Acquisition of Tribune Because It Harms
Viewpoint Diversity and Fails to Protect Women and Media Owners of Color ....... 13
IV. THE APPLICANTS’ TRANSACTION RELIES ON THE FCC’S POTENTIAL
UNLAWFUL MODIFICATION OF THE NATIONAL OWNERSHIP CAP
AND ARBITRARY AND CAPRICIOUS REINSTATEMENT OF THE UHF
DISCOUNT .......................................................................................................................... 16
A. The FCC Lacks the Authority to Raise the National Ownership Cap....................... 17
B. The FCC’s Reinstatement of the UHF Discount Was Arbitrary and
Capricious and the Commission Should Wait Until the D.C. Circuit Rules on
the UHF Discount Before Approving this Merger .................................................... 18
CONCLUSION ........................................................................................................................... 21
EXHIBIT A: Declarations of Alex Nogales, Yosef Getachew, Earl Williams, Jr., and Sara J.
Fitzgerald
iv
Before the
In the Matter of )
)
Authorizations )
)
PETITION TO DENY OF
OC Inc., pursuant to 47 U.S.C. Sections 309(d), 310(d), and 47 C.F.R. Section 73.3584 file this
Petition to Deny in response to the Federal Communications Commission’s (“FCC” or
“Commission”) Public Notice regarding the transfer of licenses from Tribune Media Company
(“Tribune”) to Sinclair Broadcast Group, Inc. (“Sinclair”) (together, “Applicants”). The
Applicants amended divestiture plan filed on April 24, 20181 and response to request for more
information from the FCC on May 14, 20182 fails to meet the burden of proof that the proposed
1
See Tribune Media Company and Sinclair Broadcast Group, Inc., Consolidated Applications
for Consent to Transfer Control of Licenses and Authorizations, Amendment to June
Comprehensive Exhibit, MB Docket 17-179 (April 24, 2018) (Sinclair-Tribune Divestiture
Plan).
2
See Tribune Media Company and Sinclair Broadcast Group, Inc., Response to FCC Information
Request, MB Docket 17-179 (May 29, 2018).
I. BACKGROUND AND STATEMENTS OF INTEREST
Over a year ago, on May 8, 2017, Sinclair announced that it entered into an agreement to
purchase Tribune’s 42 broadcast television stations in 33 markets for $3.9 billion.3 In its original
proposal,4 Sinclair would own 233 television stations in 39 of the top 50 markets with a national
audience reach of 72 percent. A presence in 108 markets spanning from New York to Los
Angeles would make Sinclair the largest broadcaster in the nation. Notably, Sinclair failed in
showing that the proposed transaction would be in the public interest.
The transaction would also undermine the Commission’s goals of competition, localism,
and viewpoint diversity.5 Since Sinclair’s original filing, the Commission has relaxed several of
its media ownership rules, prompting Sinclair to submit a new divestiture plan. However, the
revision does little to address the harms associated with concentrated market power and reduced
competition. Neither the public interest statement nor Sinclair’s corporate conduct suggest a
commitment to localism or diversity. Instead, the Applicants’ proposal is intricately laced with
straw man divestitures and sidecar agreements. Further, the Commission should not approve
Sinclair’s feigned divestiture plan while several of its media ownership rules are still in flux and
pending the D.C. Circuit Court of Appeal ruling on the challenge to the FCC’s decision to
3
See Sinclair Broadcast Group To Acquire Tribune Media Company For Approximately $3.9
Billion (May 8, 2017), http://www.tribunemedia.com/sinclair-broadcast-group-to-acquire-
tribune-media-company-for-approximately-3-9-billion/.
4
See Tribune Media Company and Sinclair Broadcast Group, Inc., Applications for Consent to
Transfer Control of Licenses and Authorizations, Comprehensive Exhibit, at 2-4 (July 19, 2017)
(Original Sinclair-Tribune Application).
5
See generally, 2014 Quadrennial Regulatory Review – Review of the Commission’s Broadcast
Ownership Rules and Other Rules Adopted Pursuant to Section 202 of the Telecommunications
Act of 1996, et al., Second Report and Order, MB Docket Nos. 14-50, et al. 31 FCC Rcd 9864
(Aug. 25, 2016) (FCC 2014 Quadrennial Review Order).
2
reinstate the UHF discount in May of 2017. Simply, the Commission should not approve this
transaction.
The National Hispanic Media Coalition (“NHMC”) is a 32-year-old, non-partisan, non-
profit, media advocacy, and civil rights organization for the advancement of Latinos established
in 1986 in Los Angeles, California. Its mission is to ensure that Latinos are fairly and
consistently represented in news and entertainment and are able to access open and affordable
communications. NHMC works to augment the pool of Latino talent with its professional
development programs, and challenges media that carelessly exploits negative Latino
stereotypes.
Common Cause is a nonpartisan, nationwide grassroots network of more than 900,000
members and supporters that has advocated for open, honest, and accountable government for
over 45 years. Because a vibrant informational ecosystem is critical to self-governance, Common
Cause promotes public interest communications policies that connect all Americans to the news
and information that they need to cast informed ballots.
The United Church of Christ, Office of Communication, Inc. (“UCC, OC Inc.”) is the
media justice ministry of the United Church of Christ, a faith community rooted in justice that
recognizes the unique power of the media to shape public understanding and thus society.
Established in 1959, UCC OC Inc. established the right of all citizens to participate at the FCC as
part of its efforts to ensure that a television broadcaster in Jackson, MS served its African-
American viewers during the civil rights movement and continues to press for media justice and
communications rights in the present day. The Cleveland-based United Church of Christ has
almost 5,000 local congregations across the United States, formed in 1957 through union of the
Congregational Christian Churches and the Evangelical and Reformed Church.
3
BURDEN OF PROOF AND IS NOT IN THE PUBLIC INTEREST
proposed merger serves “the pubolic interest, convenience, and necessity.”6 The new divestiture
plan still fails to meet that burden. The Commission’s public interest analysis embodies a
“deeply rooted preference for preserving and enhancing competition in relevant markets...and
ensuring a diversity of information sources and services to the public.”7 While “[t]he FCC’s
actions are informed by competition principles,” its “‘public interest’ standard is not limited to
purely economic outcomes.”8 Therefore, the Applicants must show that the transaction will not
harm the public, frustrate the goals of the Communications Act, harm competition, or otherwise
break the law.9 In its review, the Commission must analyze “whether the merger will
affirmatively benefit what it deems underserved groups.”10 Thus, the Applicants must also
demonstrate that the transaction will result in positive public interest benefits, not merely rebut
claims of harms to the public interest.
Based on the divestiture plan, Sinclair does not intend to truly divest any stations - but
rather intends to enter into sidecar agreements to circumvent the rules. The merger, as currently
6
47 U.S.C. § 310(d).
7
Applications of Comcast Corporation, General Electric Company and NBC Universal for
Consent to Assign Licenses and Transfer Control of Licensees, Memorandum Opinion & Order,
26 FCC Rcd 4238, 4248 para. 23 (2011) (Comcast-NBCU Order).
8
Jon Sallet, FCC Transaction Review: Competition and the Public Interest, FCC Blog (Aug. 12,
2014), http://www.fcc.gov/blog/fcc-transaction-review-competition-and-public- interest.
9
See Comcast-NBCU Order, 26 FCC Rcd at 4247 para. 22 (explaining that the Commission
“must assess whether the proposed transaction complies with the specific provisions of the Act,
other applicable statutes, and the Commission’s Rules.”).
10
Rachel E. Barkow and Peter W. Huber, A Tale of Two Agencies: A Comparative Analysis of
FCC and DOJ Review of Telecommunications Mergers, University of Chicago Legal Forum, Iss.
1, Article 4 at 47 (2000).
4
proposed, is riddled with harms to the public interest and runs contrary to the Commission’s
goals of promoting competition, localism and viewpoint diversity.
A. The Applicants’ Transaction Will Reduce Competition in

Local Markets Which is Inconsistent With The Commission’s
Goal of Promoting Competition
The Applicants have made their intentions clear--this acquisition would ensure that
Sinclair is a step closer to becoming a national network. The Applicants have specifically argued
that the transaction will allow Sinclair to compete with over the top content distributors and
cable operators for national programming by expanding its geographic reach.11 By adding
stations in the largest markets, the Applicants tout that the transaction will allow Sinclair to
bolster its advertising revenue.12 However, Sinclair’s plan will reduce competition in local
markets and is inconsistent with the Commission’s public interest mandate to promote
competition.
Under the public interest standard for reviewing transactions, the Commission is required
to consider “whether a transaction will enhance, rather than merely preserve, existing
competition, and often takes a more expansive view of potential and future competition in
analyzing that issue.”13 Sinclair’s national network aspirations and appetite for increased revenue
do nothing to show how the transaction would enhance competition in local markets. Instead,
they create an incentive to erect barriers to entry in local markets while squeezing distributors for
higher prices. For instance, if Sinclair controls multiple stations across multiple local markets, it
would have disproportionate bargaining power to acquire programming that attracts increased
advertising revenue. In turn, Sinclair would not only be able to crowd out competitors, but also
11
See Applicants’ Consolidated Opposition to Petitions to Deny, MB Docket No. 17-179, at 5-7
(Aug. 22, 2017) (Applicants’ Consolidated Opposition).
12
See id. at 14.
13
Comcast-NBCU Order at 4248 para. 24.
5
limit opportunities for new entrants to gain a foothold in local markets. Again, the Applicants
have failed to show how the transaction will enhance competition.
B. The Applicants’ Sham Divestiture Plan is Not in The Public

Interest
Many of the Applicants’ divestitures include straw man deals, buy back options, or
divested stations. For example, Sinclair entered into purchase agreements to sell KUNS-TV,
KAUT-TV, and KMYU to Howard Stirk Holdings, a company controlled by Armstrong
Williams.14 However, Mr. Williams is acquiring these stations at a sweetheart deal of $4.95
million, $45-$55 million less than what industry analysts expected.15 Mr. Williams specifically
stated that he knew that he got a good deal because of his 25 year relationship with Sinclair.16
Predictably, Sinclair entered into SSAs with all three of those stations where it will manage
operations including maintaining technical equipment, overseeing advertising sales, delivering
programming, and sharing revenues.17 Sinclair is also selling two stations, KDAF-TV and
KIAH-TV, to Cunningham Broadcasting Corp. (Cunningham) with the option to buy back both
stations.18 Even more egregious, Sinclair’s Executive Chairman David Smith holds an option to
14
See Sinclair-Tribune Divestiture Plan at 3-4.
15
See Jason Schwartz, “Armstrong Williams got “sweetheart’ deal from Sinclair,” Politico (June
13, 2018), available at https://www.politico.com/story/2018/06/13/sinclair-broadcasting-
armstrong-williams-642997.
16
Id.
17
See File No. BALCDT - 20180426ABQ, Attachment 5 Form of Shared Service Agreement
(selling KMYU-TV to Howard Stark Holdings) (filed April 30, 2018); File No. BALCDT -
201804261BR, Attachment 5 Form of Shared Service Agreement, (selling KUNS-TV to Howard
Stark Holdings) (filed April 30, 2018); File No. BALCDT - 20180426ABP, Attachment 5 Form
of Shared Service Agreement (selling KAUT-TV to Howard Stark Holdings) (filed April 30,
2018).
18
See File No. BALCDT - 20180427ABM, Attachment 5 Form of Option Agreement (selling
KIAH-TV to Cunningham) (filed April 27, 2018); File No. BALCDT - 20180427ABL,
6
purchase Cunningham in its entirety.19 Likewise, in Chicago, one of the largest markets where
Sinclair is claiming to divest, it is “selling” WGN-TV to Steven Fader, a business associate of
David Smith who owns car dealerships in Maryland.20 Sinclair will run WGN-TV under a
similar SSA where it will manage much of the station’s operations and retain a share of the
revenues.21
Sinclair has methodically planned to use straw man deals, buy back options, and SSAs to
maintain control of many stations listed in its divestiture plan. Sinclair’s retained control of these
stations will result in harms to localism, viewpoint diversity, and competition. The Applicants’
divestiture plan is not in the public interest and should be rejected.
C. The Proposed Merger Would Give Sinclair Increased

Bargaining Power in Retransmission Consent Negotiations
Resulting in Higher Cable Prices For Consumers
The Applicants are unable to show how unrivaled market share would increase
competition or consumer choice. Far from it, this transaction would actually increase Sinclair’s
control over broadcast affiliates which, given its operating model of centralized management,
means that Sinclair would ultimately control the majority of local news content. Additionally,
Sinclair would vastly increase its negotiating power over the prices that paid television
Attachment 5 Form of Option Agreement (selling KDAF-TV to Cunningham) (filed April 27,
2018).
19
See File No. BTCCDT - 20130226AGC, Attachment 15 Option Agreement - David Smith
(transferring control of Cunningham to Michael Anderson, Trustee) (filed February 11, 2015).
20
See Margaret Harding McGill, “It borders on a regulatory fraud,” Politico (May 30, 2018),
available at https://www.politico.com/story/2018/05/30/sinclair-layoffs-broadcast-stations-
553028.
21
See File No. BALCD - 20180227ABD, Attachment 5 Amended and Restated Shared Service
Agreement (selling WGN-TV to WGN TV LLC); see also Margaret Harding McGill, “It
borders on a regulatory fraud,” Politico (May 30, 2018), available at
https://www.politico.com/story/2018/05/30/sinclair-layoffs-broadcast-stations-553028.
7
distributors would have to pay to retransmit local broadcasts. All of those upcharges would
eventually be passed on to consumers.
Sinclair has a storied history of threatening to blackout stations when a distributor refuses
to pay higher retransmission fees.22 The retransmission consent regime, where multichannel
video programming distributors (MVPDs) are required to negotiate in good faith with
broadcasters to retransmit their programming, was originally created to protect the rights of local
broadcasters who often lacked leverage against the rights of monopoly cable companies.23
However, the marketplace has changed. While MVPDs are still dominant, consolidation among
programmers and broadcasters has turned routine carriage negotiations into to high-stakes
negotiations. As a result, large broadcasters are able to exert their leverage to extract enormous
sums of money from MVPDs, turning the retransmission consent process into an additional
revenue stream.24 In fact, SNL Kagan projects retransmission fees will reach $11.6 billion by
2022.25 These costs will be passed on to consumers in the form of higher cable prices.
The Applicants make no attempt to explain how Sinclair’s increased bargaining power
would improve prices for consumers but rather confirm the opposite. Its recent data submission
to the FCC shows that retransmission consent rates have dramatically increased in the
Indianapolis and St. Louis Designated Market Areas (DMAs) where Sinclair seeks to acquire
22
See Todd Spangler, Dish Loses 129 Sinclair Stations in Biggest TV Blackout Ever (Aug. 26,
2015), available at https://variety.com/2015/biz/news/dish-sinclair-tv-blackout-1201578634/.
23
See Implementation of Section 103 of the STELA Reauthorization Act of 2014, Notice of
Proposed Rulemaking, 30 FCC Rcd 10327, 10238 para. 2 (2015).
24
See id. at 10238 para. 3.
25
See Mike Farrell, Kagan: Retrans Fees to Reach $11.6b by 2022, Multichannel News (June 29,
2016), available at http://www.multichannel.com/news/networks/kagan-retrans-fees-reach-
116b2022/406026.
8
Tribune stations.26 The stations in these DMAs which Sinclair would own post-merger have been
the primary beneficiaries of the increased retransmission consent rates.27 The record in this
proceeding also details at length how this transaction would allow Sinclair to raise
retransmission fees at the consumer’s expense.28 The vast national reach that Sinclair would have
post-merger would only increase its bargaining power to demand higher fees from MVPDs.
Sinclair’s prior abuses in retransmission consent negotiations which have lead to massive
programming blackouts cannot be ignored and foreshadow the competitive harms that consumers
should expect from this transaction.29 The Applicants themselves admit that the transaction
would allow Sinclair to maximize its post-merger leverage in order to raise retransmission fees.30
Ultimately, consumers will pay the price.
26
See Letter from Miles S. Mason, Pillsbury Winthrop Shaw Pittman LLP, Counsel for Sinclair
Broadcast Group, Inc. to Marlene H. Dortch, Secretary, FCC, MB Docket No. 17-179 (May 29,
2018). The Applicants’ data submission indicates that retransmission consent revenue in the
Indianapolis DMA increased from a value of $37.7 million in 2014 to $80.2 million in 2017 and
from $48 million in 2014 to $83 million in 2017 in the St. Louis DMA.
27
See id. From 2015-2017, the two stations Sinclair seeks to acquire, WXIN and WTTV,
accounted for the highest retransmission revenues in the Indianapolis DMA.
28
See, e.g., Petition to Deny of Free Press, MB Docket No. 17-179 at 31-36 (Aug. 7, 2017);
Petition to Dismiss or Deny of Dish Network, LLC, MB Docket No. 17-179, at 14-43 (Aug. 7,
2017); Petition to Deny of Competitive Carriers Association, MB Docket No. 17-179, at 21-25
(Aug. 7, 2017); Petition to Deny of Public Knowledge, Common Cause, and United Church of
Christ, OC Inc., MB Docket No. 17-179 at 7-9 (Aug. 7, 2017); Petition to Deny of American
Cable Association, MB Docket No 17-179 at 21-25 (Aug. 7, 2017); Reply Comments of the
Computer and Communications Industry Association (CCIA), MB Docket No. 17-179, at 9
(Aug. 29, 2017).
29
See, e.g., Cynthia Littleton, Dish, Sinclair Reach Deal to End Massive Station Blackout,
Variety (Aug. 26, 2015), available at http://variety.com/2015/tv/news/dish-sinclair-
stationblackout-1201579292/ (“The blackout affected an estimated 5 million of Dish’s 13.9
million subscribers.”).
30
See Applicants’ Consolidated Opposition at 31.
9
III. THE PROPOSED MERGER IS AN AFFRONT TO LOCALISM
AND VIEWPOINT DIVERSITY
A. Sinclair’s Acquisition of Tribune Would Contradict the

Commission’s Long Standing Goals of Promoting Localism
and Viewpoint Diversity
In determining whether a transaction is in the public interest, the Commission must take
into consideration its Congressional mandate to “promote….diversity of media voices, vigorous
economic competition, technological advancement, and promotion of the public interest,
convenience, and necessity” as defined in Section 257(b) of the Communications Act.31 The
Commission has also long-established that broadcasters must serve the needs and interests of the
communities to which they are licensed.32 Today, the Commission recognizes that local
television ownership rules are “necessary to promote competition and...promote viewpoint
diversity by helping to ensure the presence of independently owned broadcast television stations
in local markets and...incentivizes television stations to select programming responsive to the
interests and needs of the local community.”33 These rules underscore the importance of local
programming as a vital source of news and information.
Approximately 37 percent of Americans rely on broadcast television as a primary
resource for news.34 Local news is also a critical resource for communities of color and other
marginalized communities that over index on broadcast television over their white
31
47 U.S.C. § 257(b).
32
See FCC, Broadcasting and Localism: FCC Consumer Facts,
https://transition.fcc.gov/localism/Localism_Fact_Sheet.pdf.
33
FCC 2014 Quadrennial Review Order at para. 17.
34
See Katerina Eva Matsa, Fewer Americans Rely on TV news; what type they watch varies by
who they are, Pew Research Center (Jan. 5, 2018), ,.http://www.pewresearch.org/fact-
tank/2018/01/05/fewer-americans-rely-on-tv-news-what-type-they-watch-varies-by-who-they-
are/.
10
counterparts.35 For instance, 41 percent of non-whites rely on local television compared to 35
percent of whites.36 Low-income households earning less than $30,000 per year and senior
citizens over the age of 65 rely on local television more than their respective cohorts.37 These
numbers illustrate that even though various technologies have increased access to news and
information for the masses, large swaths of the population continue to rely solely on free, local
broadcasts. In effect, especially in markets where Sinclair would control the local news market,
vulnerable consumers would not have an alternative to Sinclair’s programming and risk
becoming even more disenfranchised by hearing only one voice.
Local broadcasting is also important for its influence on civic engagement and elections.
For example, a recent Pew study found that over half the individuals who reported as always
voting in local elections said that they follow local news very closely.38 Similarly, Americans
who consider themselves highly attached to their local communities demonstrate a greater
reliance on local news with 59 percent saying they follow local news very closely.39 The close
link between local news viewership and voting patterns supports the Commission’s public
interest mandate of promoting broadcast localism. Local news also plays an important role in
shaping voters’ opinion of political candidates and informing the electorate.40 Individuals who
are civically engaged will tend to have a greater impact on the social and economic development
35
See id.
36
See id.
37
See id.
38
See Michael Barthel, Jesse Holcomb, Jessica Mahone, and Amy Mitchell, Civic Engagement
Strongly Tied to Local News Habits: Local voters and those who feel attached to their
communities stand out, Pew Research Center (November 3, 2016), available at
http://www.journalism.org/2016/11/03/civic-engagement-strongly-tied-to-local-news-habits/.
39
See id.
40
See Jeffrey Gottfried, Michael Barthel, and Elisa Shearer, The 2016 Presidental Campaign -- a
news Event That’s Hart to Miss, Pew Research Center (Feb. 4, 2016), available at
http://www.journalism.org/2016/02/04/the-2016-presidential-campaign-a-news-event-thats-hard-
to-miss/.
11
of their communities. Localism and diversity have been bedrock principles in the Commission’s
policy-making. That is why it is important to note that neither Sinclair’s filing nor conduct
indicate that this potential new broadcasting behemoth would increase diversity in its
programming to reflect the diversity in its potential viewership. To the contrary, Sinclair would
likely continue its centralized business model for programming, highlighted in its “must-run
segments” which eliminate editorial oversight for local content. The videos and instruction are
produced at Sinclair headquarters and distributed to stations across the country on a daily basis.41
Station managers are required to disseminate the must-run segments via local reporter within 48
hours of delivery.42 Consequently, regardless of whether it suits the particular needs of the
communities in question, these stations are used as foot soldiers in a corporate messaging
campaign.
Sinclair’s centralization of news out of its headquarters in Maryland43 would only
exacerbate the harms caused by a lack of diversity in ownership. This type of media
concentration,
harms diversity and localism because large station owners have an incentive to
homogenize their programming within a given market and even across markets.
When these station owners control stations across multiple markets, they are able
to harm the localism of the content by producing content that must be aired as
local news segments at all the stations they own nationwide or require local news
stations to cover particular stories in a particular way.44
41
See Sydney Ember, Sinclair Requires TV Stations to Air Segments That Tilt to the Right (May
12, 2017), available at
https://www.nytimes.com/2017/05/12/business/media/sinclair-broadcast-komo-conservative-
media.html.
42
See id.
43
See Meredith Cohn, Sinclair Broadcast plans to keep headquarters in Hunt Valley, double in
size (Nov. 15, 2017), available at http://www.baltimoresun.com/business/bs-bz-sinclair-
headquarters-20171115-story.html.
44
Comments of Public Interest Commenters, Amendment of Section 73.3555(e) of the
Commission’s Rules, National Television Multiple Ownership Rule, MB Docket 17-318 at 7-8
(Mar. 19, 2018) (internal citations omitted) (Comments of Public Interest Commenters).
12
The Arab American Institute rightfully characterized Sinclair’s merger as an infringement on the
ability of local journalists to maintain their reporting integrity.45 This is precisely the type of
harm that rules governing localism and diversity of voices were intended to prevent.
Sinclair already attempts to mask its editorialized content under the guise of a news
broadcast, and has been reprimanded for passing off paid content as news programming.46 For
instance, in December 2017, the Commission fined Sinclair for running over 1,400 commercials
that Sinclair designed to look like independent news broadcasts without disclosing that that the
programming was actually sponsored content.47 That did not deter Sinclair from requesting that
the Commission approve its request to gain unprecedented access to millions of households who
will be forced to rely on Sinclair for information ranging from community updates to national
politics. The new, expansive broadcasting entity would shape media narratives nationwide. It is a
dangerous proposition for only one entity to have so much influence, especially considering
Sinclair’s custom to depart from journalistic norms.
B. The FCC Must Reject Sinclair’s Acquisition of Tribune

Because It Harms Viewpoint Diversity and Fails to Protect
Women and Media Owners of Color
The FCC must also reject Sinclair’s divestiture plan because it fails to protect women and
media owners of color who are already severely underrepresented. As Free Press notes in its
45
See Sarah Seniuk, When Anti-Arab, Anti-Muslim Bigotry Becomes Local News: What You
Need to Know About a Pending Media Merger, Arab American Institute (Oct. 17, 2017),
available at
http://www.aaiusa.org/when_anti_arab_anti_muslim_bigotry_becomes_local_news_what_you_n
eed_to_know_about_a_pending_media_merger.
46
See Notice of Apparent Liability for Forfeiture, FCC-17-171 at 1 (Dec. 21, 2017) (the
Commission proposed a $13,376,200 fine against Sinclair Broadcast Group for failing to make
required disclosures in connection with programming sponsored by a third party),
https://www.fcc.gov/document/fcc-issues-13m-nal-against-sinclair-sponsorship-id-violations.
47
Id.
13
initial Petition to Deny, “[r]educing the number of independent voices also reduces already
scarce opportunities for women and people of color to own broadcast stations. As early as 1978,
the Commission recognized that the inadequate representation of marginalized communities in
the broadcast industry was ‘detrimental not only to the minority audience but to all of the
viewing and listening public.”48 This outcome runs contrary to the FCC’s public interest standard
and its obligation to ensure “diversity of information sources.”49
If the Commission were to approve the Applicants’ divestiture plan, it would enhance
Sinclair’s market power and further diminish opportunities for diverse ownership. The combined
result of the Sinclair-Tribune merger would further concentrate owners and “harms competition
because it reduces the number of stations available to new entrants and reduces the number of
broadcast competitors both locally and nationally.”50 And approval of this merger will likely lead
to additional proposed mergers as existing companies seek to grow to compete with the new
broadcasting behemoth.
Current broadcast ownership by women and people of color is at a dismal low. For
example, while Latinos make up 17.8 percent51 of the U.S. population, Latino ownership of
broadcast stations infinitesimal. Latinos only own 4.5 percent of full power commercial
television stations, 13.4 percent Class A television stations, and 13.4 percent of low power
stations.52 Additionally, broadcast ownership by other underrepresented communities and
48
Free Press, Petition to Deny, MB Docket 17-179 at 9 (Aug. 7, 2017),
https://ecfsapi.fcc.gov/file/1080886409552/Sinclair-Tribune%20Petition%20to%20Deny.pdf.
49
50
Comments of Public Interest Commenters at 7.
51
See U.S. Census Bureau, QuickFacts,
https://www.census.gov/quickfacts/fact/table/US/PST045216 (last visited Jun. 18, 2018).
52
See FCC, Third Report On Ownership Of Commercial Broadcast Stations, FCC Form 323
Ownership Data as of October 1, 2015, Media Bureau Industry Analysis Division (May 2017),
https://apps.fcc.gov/edocs_public/attachmatch/DOC-344821A1.pdf.
14
women is not reflective of the U.S. population. Ownership by women is 7.4 percent of full power
commercial stations, 9.3 percent Class A stations, and 11 percent of low power stations.53
Similarly, racial minorities only held a majority of the voting interests in 2.6 percent of full
power stations, 1.8 percent of Class A stations, and 2.4 percent of low power stations.54 Yet,
despite the Commission's mandate under Section 257(b) to promote diversity, its “response to
intolerably low minority and female broadcast ownership levels has been woefully inadequate
for decades.”55 Approving Sinclair’s merger with Tribune would clearly fly in the face of the
Commission’s mandate to promote diversity.
One of the most troubling ownership statistics is the fact that a mere 12 minority owned
stations exist in a top 50 DMAs according to Nielsen’s 2017 Local Television Market Universe
Estimates.56 The top 12 DMAs in the U.S. accounted for 33.26 percent of television
households.57 Thus, it stands to reason that even if all 12 minority owned stations where in each
of the top 12 DMAs, their reach would be roughly one third of U.S. television households. Given
the United States’ historic injustices to minorities and forecasted macro demographics shifts in
the U.S. population, a reduction in ownership diversity would further harm marginalized
communities. Thus, in order to ensure plurality, the FCC must reject the Applicants’ proposed
merger due to the harms it will cause diversity of ownership.
By any measure, the proposed merger promises to reduce choice for low-income and
marginalized consumers. Sinclair would acquire even more power “to deny these households the
53
See id.
54
See id.
55
Leadership Conference on Civil and Human Rights, Comments, MB Docket No. 17-318 at 3
(Mar. 19, 2018).
56
See Nielsen, Local Television Market Universe Estimates (2017),
http://www.nielsen.com/content/dam/corporate/us/en/public%20factsheets/tv/2017-
18%20TV%20DMA%20Ranks.pdf.
57
See id.
15
diversity of information sources crucial to the public interest standard.”58 Moreover, it would
thwart the diversity of ownership given the market power that Sinclair would command.59 With
the U.S. Latino population forecasted to grow to 24 percent of the population by 2065,60 the
disproportionate representation risks further marginalization of Latinos.
Local broadcasts should be a competitive marketplace where consumers find information
and opportunities to engage. Any proposals to restrict viewpoints or participants should be
treated as a threat, rejected by the Commission and treated as an opportunity to reaffirm its
commitment to localism, diversity, and competition.
IV. THE APPLICANTS’ TRANSACTION RELIES ON THE FCC’S

POTENTIAL UNLAWFUL MODIFICATION OF THE NATIONAL
OWNERSHIP CAP AND ARBITRARY AND CAPRICIOUS
REINSTATEMENT OF THE UHF DISCOUNT
The proposed transaction does not comport with lawfully-adopted media ownership rules.
The transaction cannot be approved unless the Commission either increases the National
Ownership Cap, which it has no authority to do, or applies the invalidly-reinstated UHF
discount. The Commission should not approve this merger because it can only approve it by
applying rules that it has unlawfully modified.
58
Letter from Karl Frisch, Executive Director, Allied Progress, to Ajit Pai, Chairman, Federal
Communications Commision (Aug. 7, 2017), available at
https://www.scribd.com/document/355743810/Allied-Progress-Files-Public-Comment-Calling-
on-FCC-to-Deny-Sinclair-Tribune-Merger.
59
See Antonio Flores, Facts on U.S. Latinos, 2015 (Sep. 18, 2017)
http://www.pewhispanic.org/2017/09/18/facts-on-u-s-latinos/.
60
See D’Vera Cohn, Future immigration will change the face of America by 2065 (Oct. 5, 2015),
http://www.pewresearch.org/fact-tank/2015/10/05/future-immigration-will-change-the-face-of-
america-by-2065/.
16
A. The FCC Lacks the Authority to Raise the National Ownership
Cap
Congress established the national television reach cap at 39 percent and “did not provide
the Commission with the discretion to modify or eliminate the cap when it passed the
Consolidated Appropriations Act of 2004.”61 At that time, Congress set the national audience
reach cap at 39 percent and insulated it from the Commission’s periodic review process by
stating that the newly established quadrennial review “does not apply to any rules relating to the
39 percent national audience reach limitation.”62 By explicitly excluding the national audience
reach cap from the Commission’s review, Congress “left no room for the Commission to assert
discretionary authority to modify or eliminate the 39 [percent] cap.”63 Therefore, the
Commission lacks the authority to raise or eliminate the current national audience reach can, and
doing so would directly undermine Congressional intent.
Increasing or repealing the national audience reach cap would have far-reaching
consequences for communities that rely on local broadcasters for news and information. As
previously described, centralized control of local stations would reduce competition, localism,
and negatively impact diversity of viewpoints.64
Moreover, it appears that the Commission will soon change the National TV Ownership
cap.65 If the Commission takes such an action it is only because Commissioner O’Rielly has
announced that he is willing to vote for this rule change even though he believes it is prohibited
61
62
Consolidations Appropriations Act of 2004, H.R. 2673, § 629 Amendments to the
Telecommunications Act of 1996, available at
https://www.govtrack.us/congress/bills/108/hr2673/text/enr.
63
64
See supra Section III.
65
See Todd Shields, “FCC Eyes Vote on Ownership Rules Key to Sinclair Deal,” Bloomberg
News (June 14, 2018), available at https://www.bloomberg.com/news/articles/2018-06-13/fcc-
said-to-plan-rule-change-before-court-can-upend-sinclair-bid.
17
by law.66 Commissioner O’Rielly has stated that he would cast such a vote in order to obtain
court review.67 When such a vote does occur, the Commission has an obligation not to approve
this merger until it has obtained the court review Commissioner O’Rielly seeks. Otherwise, the
Commission would approve a merger that bears a substantial risk of violating the law. An
approval under such circumstances would be arbitrary and capricious.
B. The FCC’s Reinstatement of the UHF Discount Was Arbitrary

and Capricious and the Commission Should Wait Until the
D.C. Circuit Rules on the UHF Discount Before Approving this
Merger
The FCC’s reinstatement of the UHF discount was arbitrary and capricious, as the
discount lacks any current technological justification, and its implementation distorts the
ownership calculation for the statutorily-set national cap. The UHF discount, which permits only
50 percent of households reached by UHF stations to be counted for the purpose of assessing
compliance with the national ownership cap, was originally implemented to address a now
obsolete technical disparity between VHF and UHF stations.68 However, the rationale for the
distinction in audience measurement between UHF and VHF stations disappeared entirely in
66
See Commissioner Michael O’Rielly, Debunking the Sinclair Myth, FCC Blog (May 18,
2018), https://www.fcc.gov/news-events/blog/2018/05/18/debunking-sinclair-agenda-myth.
67
Id.
68
Ownership Rule, Order on Reconsideration, 32 FCC Rcd 3390 (4) (2017) (Reinstatement of UHF
Discount). The rule originated in the 1980s when available technology and the physical
characteristics of the UHF band presented significant barriers to its widespread adoption. Not
only did consumers need to purchase and install an additional receiver to their television sets, but
also its transmission required more power, there were difficulties with tuning, and the reception
area was limited. See Free Press, et al., v. FCC, Opening Brief for Petitioners, On Petition for
Review of an Order of the Federal Communications Commission, No. 17-1129, (D.C. Cir. 2017).
As a result, over the decades that followed, both Congress and the FCC undertook a variety of
initiatives, justifiably implementing the UHF discount, to work towards parity between the two
station types.
18
2009 when the United States completed its transition from analog to digital television.69 Now,
UHF channels are “equal, if not superior” to VHF channels for the transmission of digital
television signals.70
The Commission appropriately eliminated the UHF discount in 2016, asserting that
“there is no remaining technical justification” for it and it “acts only to undermine the national
audience reach cap.”71 Indeed, the Commission noted that by allowing this rule to continue the
national ownership cap would be “effectively 78 percent for a station group that includes only
UHF stations,” leaving the Congressionally mandated cap of 39 percent without teeth.72 And it is
precisely this distortion in audience measurement that Sinclair is now attempting to exploit.
Without the UHF discount, the Applicants’ proposed merger would raise Sinclair’s national
ownership to over 72 percent, well exceeding the statutory limit.73
The Commission has unequivocally stated that “the UHF discount distorts the calculation
of a licensee’s national audience reach and undermines the intent of the cap.”74 Yet, despite the
repeal of the UHF discount, the Commission reinstated this obsolete measurement gimmick,
arguing in essence that the earlier UHF Discount Repeal Order failed to sufficiently consider
whether the “de facto tightening of the national cap” was justified.75 Because there is no
69
Reinstatement of UHF Discount, 32 FCC Rcd 3390, para 8.
70
Id.
71
Amendment of Section 73.3555(e) of the Commission's Rules, National Television Multiple
Ownership Rule, Report and Order, 31 FCC Rcd 10213, para 28, para 2 (2016) (UHF Discount
Repeal Order).
72
Id. at para 26.
73
See Original Sinclair-Tribune Application at 2-4. The Applicants’ current sham divestiture
plan would allow Sinclair to retain control over many of the stations it proposes to divest
essentially allowing Sinclair to maintain its 72 percent audience reach.
74
UHF Discount Repeal Order at para. 34.
75
Reinstatement of UHF Discount at para. 1. However the effect of the UHF discount repeal on
the national ownership cap was directly addressed and was clearly the primary problem the
Commission sought to correct. Nonetheless in its 2017 Reinstatement of UHF Discount, the
19
reasoned technological explanation for the UHF discount, its implementation distorts the
calculation of national ownership and the recent reinstatement is arbitrary and capricious.
As the Commission is aware, the D.C. Circuit Court of Appeals is likely to rule in the
near future on whether that the Commission’s reinstatement of the UHF discount is arbitrary and
capricious.76 As such, the Commission should wait until the court rules on the UHF discount
prior to ruling on the Applicants’ proposed merger. Whether the merged company will fall under
the Congressionally-mandated 39 percent national ownership cap turns on the legality of the
UHF discount. If the court finds the decision to reinstate it arbitrary and capricious, then
Sinclair’s newly formed company would well exceed the permissible level, and the proposed
merger would be in violation of the Commission’s rules. Deciding on the merger prior to this
court decision has the potential to grant an unjustifiably high degree of ownership to a single
entity with disregard of the court’s interpretation of the law. Because the Sinclair merger will
have a far-reaching and long-lasting impact on consumers, sound policy-making requires that the
Commission wait until the court reviews its authority to reinstate the UHF discount before ruling
on the proposed merger.
Commission asserts that the determination to repeal the UHF discount should have been made in
tandem with a reconsideration of the national ownership cap. Id. at para. 13.
76
See Free Press, et al., v. FCC, Opening Brief for Petitioners, On Petition for Review of an
Order of the Federal Communications Commission, No. 17-1129, (D.C. Cir. 2017); Ted
Johnson, “Appeals Court Questions Why FCC Revived UHF Discount Rule,” Variety (April 20,
2018), available at https://variety.com/2018/politics/news/fcc-sinclair-uhf-discount-ajit-pai-
1202776761/ (describing concerns expressed during oral argument regarding the validity of rule
by all three of the D.C. Circuit panel in Free Press v. FCC).
20
CONCLUSION
United Church of Christ, OC Inc., respectfully request that the Commission deny the Applicants’
___/s/_____________________

Suite 200
Pasadena, CA 91105
(626) 792-6462
(202) 833-1200
Cheryl A. Leanza
Suite 330
21
I, Yosef Getachew, hereby certify that on the 20th day of June, 2018, I caused a true and
correct copy of the foregoing Petition to Deny via email to the following:

mrosenstein@cov.com


Jeremy Miller
445 12th Street, SW

/s/ Yosef Getachew

Yosef Getachew
EXHIBIT A
Declaration of Alex Nogales
1. I, Alex Nogales, am the President and CEO of the National Hispanic Media
Coalition (NHMC). NHMC’s headquarters is located at 65 South Grand
Avenue, Suite 200, Pasadena, CA 91105, which is part of the Los Angeles
Designated Market Area (DMA), the second largest DMA in the nation.
2. NHMC is the media watchdog for the Latino community, ensuring that we
are fairly and consistently represented in news and entertainment and that
our voices are heard over the airwaves and on the internet. NHMC exists to
challenge policy makers and influencers from Hollywood to Washington,
DC and everywhere in between, to eliminate barriers for Latinos to express
themselves and be heard through every type of medium. NHMC also works
to bring decision-makers to the table to open new opportunities for Latinos
to create, contribute and consume programming that is inclusive, free from
bias and hate rhetoric, affordable and culturally relevant.
3. NHMC’s work is hindered when local television stations are owned by a

small number of large corporations. It creates barriers for Latinos seeking to
work in the television industry as producers, writers, actors, journalists and
editors, and to become owners of television stations.
4. It is expected that Sinclair will acquire and operate KTLA, the Tribune
station serving Los Angeles. I watch KTLA and I, as well the many other
Latino viewers in the Los Angeles, will be harmed by the loss of local news
as well as the diverse viewpoints that will be displaced by Sinclair’s must-
run segments.
5. I, and viewers like me, will be harmed by Sinclair’s acquisition of the

Tribune owned stations which would violate the FCC’s national audience
reach cap. Such concentration of ownership results in less programming
representing Latinos, poorer service for Latino audiences, and reduces the
diversity of viewpoints available to national audiences.
6. This Declaration has been prepared in support for the foregoing Petition to
Deny.
7. This statement is true to my personal knowledge, and is made under penalty

of perjury of the laws of the United States of America.
DATED this ___day
20 of June, 2018. ________________________
Alex Nogales
Declaration of Yosef Getachew
1. I, Yosef Getachew, am the Director of the Media and Democracy Program

of Common Cause. Common Cause is headquartered at 805 15th St NW
Suite 800 Washington DC 20005.
2. Common Cause is a nonpartisan, nationwide grassroots network of more

than 900,000 members dedicated to upholding the core values of American
democracy. It works to create open, honest, and accountable government
that serves the public interest; promotes equal rights, opportunity, and
representation for all; and empowers all people to make their voice heard in
the political process.
3. Common Cause members will have fewer choices in accessing news and
information as a result of Sinclair’s acquisition of Tribune. When media
outlets are owned by a small number of big corporations, it narrows the
available perspectives and stifles the investigative journalism that our
democracy depends on. And, it makes it harder for people of color, women,
and the LGBTQ community to make themslevles heard. Common Cause
members believe that a strong democracy requires a competitive,
independent media.
4. Common Cause members will be directly and adversely affected if the

Commission allows the proposed merger of Sinclair and Tribune to proceed.
On their behalf Common Cause puts the brakes on media monopolization
and works towards innovative reforms that put consumers and everyday
people first.
Deny.
6. This statement is true to my personal knowledge and is made under penalty

20
DATED this ___day of June, 2018. ________________________
Declaration of Earl Williams, Jr.
1. I, Earl Williams, Jr., am a member of the United Church of Christ. I am Chair of the
board of directors of the UCC’s media justice ministry, United Church of Christ, OC Inc.
I am a member of Euclid Avenue Congregational Church UCC, Cleveland, Ohio.
2. I am a graduate of the Cleveland State University, Cleveland Marshall School of Law and
Ohio University Scripps School of Communication. In my early career I had direct
experience with communications policy, serving as a legal intern with Citizens
Communication Center, Washington D.C. and as an undergraduate intern at WGN Radio
Television, Chicago. Ill. I am a member of the Ohio Bar and have served as an Assistant
County Public Defender and Assistant County Prosecutor. I currently serve as a city
council member of the City of Shaker Heights.
3. I reside at 19701 Fairmount Blvd, Shaker Heights, OH 44118.
4. The United Church of Christ’s national vision is: United in Christ's love, a just world for
all. The UCC’s mission is: United in Spirit and inspired by God's grace, we welcome all,
love all, and seek justice for all. The United Church of Christ’s vision of a just world for
all has recently been articulated as “3 Great Loves:” Love of Neighbor, Love of Children,
and Love of Creation. These 3 Great Loves work together to address the inequities in our
current world.
5. The mission for the United Church of Christ’s media justice ministry, OC Inc., is: The
United Church of Christ is a faith community rooted in justice that recognizes the unique
power of the media to shape public understanding and thus society. For this reason,
UCC’s Office of Communication, Inc. (OC, Inc.) works to create just and equitable
media structures that give meaningful voice to diverse peoples, cultures and ideas.
Established in 1959, OC Inc. ultimately established the right of all citizens to participate
at the Federal Communications Commission as part of its efforts to ensure a television
broadcaster in Jackson, MS served its African-American viewers during the civil rights
movement.
6. In order to pursue a “just world for all” and to “seek justice for all,” to pursue the UCC’s
Three Great Loves, and to implement the UCC’s media justice ministry’s mission, I
regularly rely on local broadcast television to monitor local news, information and events.
7. I am a regular viewer of the stations serving the Cleveland-Akron, OH market, including

WJW-TV, channel 8. I understand that Sinclair Corporation anticipates acquiring WJW-
TV from Tribune Broadcasting Company and will likely sell it to the Fox Broadcasting
Company, along with seven other local television stations.
8. I use local broadcast television and other media to monitor how local political leaders are
responding to national and local issues and concerns and to understand how national,
state and local policies impact me and my community, specifically in relation to the
UCC’s social justice mission and its 3 Great Loves. I consult with my peers and
1
colleagues around the country who also monitor local broadcast television in their own
communities to identify issues of common concern.
9. For example, many of my interests are in service of the UCC’s social justice mission and
its “Love of Neighbor” vision. I closely follow the state of Ohio’s efforts to preempt
charter cities’ home rule rights particularly with respect to the regulation of assault
weapons and other efforts to address and remedy those conditions affecting urban
communities. I notice the impact of local media structures because I see that this issue
requires additional media coverage because these legislative changes are added into
must-pass budget legislation and escape notice by the general public. I similarly monitor
efforts to undermine the right for labor to organize and efforts to adopt right-to-work
laws. Each of these policy initiatives are typically part of a nationwide strategy.
Therefore, I monitor developments in other states in order to anticipate likely policy
initiatives in my own state or in my own local area. For example, I have found
monitoring local news developments in Kansas with respect to right-to-work laws to
assist my understanding of national and local issues in Cleveland and Shaker Heights.
10. I understand that it is the business practice of Sinclair to require its owned or operated
local television stations to include its nationally produced news segments and
commentary into local newscasts. These must-run segments will likely displace other
locally-produced programming.
11. I, and viewers like me, will be harmed by Sinclair’s acquisition of stations around the
country, and its increased national reach, because my peers in the UCC and in local
government outside of the Cleveland market will be likely to receive less locally-
produced programming. The reduction of local news around the country will harm me
because, without it, I will not be able to understand how my local community compares
to other local communities when I consult with them. National trends will be more
difficult for me to identify and address.
12. I will also be harmed because my local television station WJW-TV is likely to be owned
by Fox, a national broadcast ownership group that is larger than WJW’s current owner
Tribune Broadcasting, which might change its incentives and practices with respect to
local news and other programming choices.
13. Regardless of which company owns my local broadcasters, consolidation of the local
broadcast market will disincentivize all local TV broadcasters from covering local news.
If local broadcasters owned by large corporations are able to offer programming with
fewer overhead costs, resulting from fewer local journalists and more centralized
reporting, it will be difficult for my local broadcasters that would prefer to invest in more
local journalism and staff to successfully compete. This will result in less local TV news
and information in the Cleveland TV market, thus harming both my knowledge of my
local community and of the ability to compare my community with others.
14. I am also concerned that large national ownership groups such as Sinclair purchase or
gain control of many more stations, it raises the cost of purchasing a television station
2
and reduces the opportunity for financially weaker new entrants, including those owned
by people of color and women, to acquire stations, thus further undermining the number
of diverse editorial voices.
1. This statement is true to my personal knowledge, was prepared in support of the

foregoing petition to deny and is made under penalty of perjury of the laws of the United
States of America.
SIGNED: DATE:
__________________________________________ June 20, 2018
3
Declaration of Sara J. Fitzgerald
1. I, Sara Fitzgerald, am a member of the United Church of Christ. I am treasurer of the

Board of Directors for the UCC’s media justice ministry, the Office of Communication of
the United Church of Christ, Inc. I have previously served as chairman of the board of
directors of the Central Atlantic Conference, the denomination’s Mid-Atlantic regional
organization.
2. I have been a member of Rock Spring Congregational United Church of Christ in

Arlington, VA, since 1986. I currently serve as Church Clerk, the equivalent of a
corporate secretary of the congregation.
3. I reside at 502 West Broad Street Apt. 512, Falls Church, VA 22046.
4. My residence is within the Washington, DC market. Washington D.C. is the nation's 6th
ranked DMA market with 2,492,170 households, comprising 2.22 percent of the national
market. In the DC market, Sinclair already owns WJLA-TV (VHF Channel 7, an ABC
affiliate), as well as the cable-only News Channel 8. Sinclair plans to acquire WDCW-
TV (UHF Channel 50, a CW affiliate) from Tribune, which broadcasts morning and
nighttime local news programs (The Morning Dose, and DCW50 News at 10pm).
current world.
6. In order to pursue a “just world for all” and to “seek justice for all” I regularly rely on
local broadcast television to monitor local news, information and events.
7. For example, I rely on local television news to help me understand how local law
enforcement is responding to concerns about crime. Consistent with the UCC’s “Love of
Neighbor” vision, I rely on local television news to help me understand the concerns of
the local immigrant community and the many persons of color who have moved to
Northern Virginia seeking refuge from political violence in their homelands. As a
longtime boater and believer in the UCC’s “Love of Creation,” I am also very concerned
about efforts to preserve the environmental quality of the Chesapeake Bay, and turn to
local television news for information on what is happening in the Potomac River
watershed. I have been very interested in local politics, and so I also turn to local
television channels to follow local election issues, particularly in Northern Virginia, and
to learn more about the candidates’ positions as they relate to social justice and other
matters.
1
state and local policies impact me and my community.
9. As an active member of the United Church of Christ on a regional level I have consulted
with my peers and colleagues in the Mid-Atlantic and around the country who also
monitor local broadcast television in their own communities to identify issues of common
concern. I have also been active in the League of Women Voters and this interest
intersects with my interests as a member of the UCC. Through my connections at the
League and the UCC I am also able to track national and regional trends through my
conversations with other UCC and League members on issues relating to social justice.
10. I am concerned that increasing the size of broadcast television companies nationally will
mean I will see fewer viewpoints regarding local and national news, less original
programming, less local programming, and less unique local advertising.
11. Specifically, I understand that it is the business practice of Sinclair to require its owned or
operated local television stations to include its nationally produced news segments and
commentary into local newscasts. I will be harmed by Sinclair’s acquisition of stations in
the Washington DC area, because the locally produced programming will be displaced by
these “must-run” segments, thus reducing the amount and diversity of local news and
other coverage of my community.
foregoing petition to deny, and is made under penalty of perjury of the laws of the United
States of America.
SIGNED: DATE:
__________________________________________ June 20, 2018
Sara J. Fitzgerald
2
Before the
In the Matter of )
)
Licenses and Authorizations. )
PETITION TO DENY OF THE ATTORNEYS GENERAL OF THE

STATES OF ILLINOIS, IOWA, AND RHODE ISLAND
Susan L. Satter,
Public Utilities Policy Counsel,
Public Utilities Bureau
Anna P. Crane,
Counsel, Public Interest Division
Matthew J. Martin,
Office of the Illinois Attorney General
100 West Randolph Street
Chicago, Illinois 60601
Telephone: (312) 814-3000
June 20, 2018

TABLE OF CONTENTS
I. CONTEXT AND IMPACT OF THE PROPOSED MERGER .............................. 1

II. STATES’ INTERESTS .......................................................................................... 4
III. THE PROPOSED MERGER IMPROPERLY EXCEEDS THE NATIONAL
AUDIENCE REACH LIMIT AND SHOULD BE REJECTED............................ 5
IV. THE PROPOSED MERGER WOULD NOT SERVE THE PUBLIC INTEREST
AND SHOULD BE REJECTED. ........................................................................... 8
V. THE PROPOSED MERGER DOES NOT INCLUDE SATISFACTORY
DIVESTITURES IN LOCAL MARKETS AND VIOLATES THE
COMMISSION’S TOP-FOUR PROHIBITION IN THE ST. LOUIS, MO
MARKET................................................................................................................ 9
A. The Local Television Multiple Ownership Rule Furthers the Public
Interest in Diversity, Localism, and Competition and Any Waiver Must
Also Further These Goals. ........................................................................ 10
B. Sinclair’s Amended Application and Divesture Plan Violates Top-Four
Prohibition for the St. Louis, Missouri Market......................................... 12
C. There Is No Basis upon Which to Grant Sinclair a Waiver from the Top-
Four Rule. ................................................................................................. 17
V. CONCLUSION................................................................................................................. 21
ii
The Attorneys General of the States of Illinois, Iowa, and Rhode Island submit this
Petition to Deny the Applications of the Sinclair Broadcast Group, Inc. (“Sinclair”) and the
Tribune Media Company (“Tribune”) (jointly “Applicants”) to Transfer Control of Tribune’s
full-power broadcast televisions stations, low-power television stations, and TV translator
stations to Sinclair. The requested transfer of control would make the “largest local news
provider in the country”1 even larger and remove independent voices from the marketplace,
rather than promote the Commission’s long-held principles of diversity, localism, and
competition. As the chief consumer protection and law enforcement officers in our respective
states, we are responsible for promoting and defending the public interest. The massive
consolidation proposed in these applications violates the law and fails to further the public
interest. We ask the Commission to grant our Petition to Deny the license and other transfers
requested by Applicants in the Amendment to June Comprehensive Exhibit filed on April 24,
2018 (“Amendment to June Comprehensive Exhibit”),2 and the Divestiture Trust Application
filed on May 14, 2018 (“May Divestiture Amendment”).3
I. CONTEXT AND IMPACT OF THE PROPOSED MERGER

For approximately 70 years, broadcast television has played a central and indispensable
role in informing, challenging, and entertaining the American public. Throughout most of
broadcast television’s history, the Commission saw the importance of placing limits on the
1
FCC, “Sinclair and Tribune, MB Docket 17-179,” available at: https://www.fcc.gov/transaction/sinclair-tribune
(accessed June 18, 2018).
2
Applications of Tribune Media Co. and Sinclair Broadcast Group, Inc. for Consent to Transfer Control of Licenses
and Authorizations, MB Docket No. 17-179, Amendment to June Comprehensive Exhibit, (filed April 24, 2018)
(hereinafter “Amendment to June Comprehensive Exhibit”).
3
Application for Consent to Transfer Control of Entity Holding Broadcast Station Construction Permit or License,
MB Docket No. 17-179 Divestiture Trust Application, Comprehensive Exhibit, File Nos. ETCCDT-20185014ABC,
BALCDT-20180514ABW (filed May 14, 2018) (hereinafter “May Divestiture Amendment”).
1
number of television stations that could be owned, operated, or controlled by one entity. In
1985, the Commission recognized the need to combat excessive broadcast television
consolidation that could reduce the diversity of viewpoints available to the public and adopted a
national television audience reach cap, limiting the number of households nationwide that a
single owner is permitted to serve.4 Congress enshrined the national audience reach limit in
statute in the Telecommunications Act of 19965 and Consolidated Appropriations Act of 2004.6
The Commission and the Courts have recognized that limitations on broadcast television
consolidation are necessary to preserve values fundamental to our democracy. Specifically,
limits on media consolidation are based on preserving the “marketplace of ideas” upon which the
freedoms of speech, of the press, and of association protected by the First Amendment to the
United States Constitution are premised. The Commission has found that the principles of
diversity, localism, and competition are core values that should be preserved to protect multiple
sources of information and opinion and keep broadcast television relevant and accountable to
local communities. Commission rules, such as the “Top-Four Prohibition,” provide assurance to
the public that the media marketplace will continue to serve the public interest consistent with
the functioning of our democracy and provide station owners with clear guidance about the limits
of consolidation.
The transfers requested by Applicants are not transfers that will enable struggling or
economically challenged stations to create opportunities for more diversity, localism, and
competition among the country’s broadcast stations. Both Sinclair and Tribune are large
4
See Report & Order, In the Matter of Amendment of Section 73.3555(e) of the Commission’s Rules, National
Television Multiple Ownership Rule, 31 FCC Rcd. 10213, 10214–15 ¶ 4 (Sept. 6, 2016) (hereinafter “2016 National
Ownership Amendment”).
5
47 U.S.C. §202(c)(1)(B); Pub. L. No. 104-104, 110 Stat. 111 (1996).
6
Pub. L. No. 108-199, 118 Stat. 99 (2004).
2
companies. Sinclair is already the largest local news provider in the country and owns or
operates 192 broadcast television stations, consisting of 611 channels, in 89 markets, with
affiliations with all major networks.7 Tribune owns 42 stations, including seven in the top ten
markets.8 The Applicants’ Amendment to June Comprehensive Exhibit shows that Sinclair is
seeking to increase its already substantial holdings and expand its reach into 105 markets,
reaching 58.77% of the nation’s television households, assuming all proposed divestitures go
through.9 The requested transfer of control would make the “largest local news provider in the
country”10 even larger while removing independent voices from the marketplace. The promised
yet vague divestitures offered by the Applicants in an attempt to avoid the limitations that
otherwise would preclude this massive consolidation should be rejected as inadequate by the
Commission.
As presented below, the Commission should deny this over-sized media conglomeration
because it:
(1) Creates excessive consolidation, unreasonably reducing the number of voices in the
broadcast television marketplace, by allowing one company to reach 58.77% of the
nation’s television households, even assuming all proposed divestitures occur;11
(2) Violates the Commission’s broadcast television consolidation rules;
(3) Compromises the values of localism, competition, and diversity; and
(4) Is not in the public interest.
7
Sinclair Broadcast Group, Inc., “About,” available at: sbgi.net/#About (accessed June 13, 2018).
8
Tribune Media Company, “About Tribune Media,” available at: www.tribunemedia.com/about-tribune-media/
9
Amendment to June Comprehensive Exhibit, at Ex. J.
10
See the FCC’s description of the transaction at: https://www.fcc.gov/transaction/sinclair-tribune.
11
Id.
3
In addition, the Applicants attempt to argue that despite the excessive reach of this
transfer of control, Sinclair’s plan to divest some stations addresses fundamental obstacles to
approval. The Commission should grant this Petition to Deny despite the divestiture plan
because Applicants’ divesture plan is indefinite, does not demonstrate that the divested stations
will not be controlled by Sinclair, and withholds the answers to key questions of control of the
divested stations from the public and from the Commission.
II. STATES’ INTERESTS

The Attorneys General of the States of Illinois, Iowa, and Rhode Island are responsible
for protecting the public interest in their respective states, including the public interest in access
to diverse, competitive and local broadcast media. Federal law establishes the scope of broadcast
television consolidation and obligations, and state attorneys general represent the interest of their
residents in ensuring that federal laws and regulations are applied to protect the public interest in
their states.
The Applicants’ proposed transfer of control will have a direct effect on the residents of
the states represented in this Petition to Deny. Audiences served by broadcast markets in 36
states, including Illinois and Iowa, are affected by the proposed transfer of ownership. Stations
serving audiences in Illinois and Iowa are the subject of divestiture plans, which raise additional
questions about the terms of the divestitures, whether they are consistent with law, and whether
they will reduce market consolidation. A shift in ownership of critical broadcast media of this
scale requires a clear-eyed application of the law guided by principles established to protect the
public interest both in a vibrant and diverse broadcast media market and in access to multiple
voices, multiple viewpoints, and local freedom to broadcast locally relevant and locally desired
content.
4
Sinclair has already demonstrated the danger of excessive consolidation limiting local
options. Sinclair-owned stations receive news stories and features that are run in the local
evening or morning newscasts, often without modification.12 Local preferences are lost in both
news and other contexts like sporting, religious, or scientific programming if, as a result of
excessive consolidation, a large owner requires all of its stations to show particular news reports
or opinions, sporting contests, religious celebrations, or scientific perspectives, regardless of the
popularity of those news reports, sports, celebrations, or perspectives in various localities.
Our states also have an interest in ensuring that the rules applicable to transfer licenses
are fairly and correctly applied and that any resulting transfers conform to the law. Given recent
and ongoing rule changes, appeals, and policy discussions, the states have an obligation to
participate in proceedings where these changes are being applied.
III. THE PROPOSED MERGER IMPROPERLY EXCEEDS THE

NATIONAL AUDIENCE REACH LIMIT AND SHOULD BE
REJECTED.
The proposed Sinclair-Tribune merger, if approved, would create the largest broadcast
television ownership entity in the United States. This combined entity would reach nearly 70
million television viewers, constituting 58.77% of the national television audience, assuming
certain stations are divested. Such unparalleled access by a single owner to more than half of the
television viewing audience conflicts with federal law and would harm the public interest by
reducing sorely needed competition, diversity, and localism in the broadcast television sphere.
12
See, e.g., PBS News Hour, “How Sinclair Broadcasting puts a partisan tilt on trusted local news,” Oct. 10, 2017,
available at: https://www.pbs.org/newshour/show/sinclair-broadcasting-puts-partisan-tilt-trusted-local-news; The
New York Times, “Sinclair Made Dozens of Local News Anchors Recite the Same Script,” April 2, 2018, available
at: https://www.nytimes.com/2018/04/02/business/media/sinclair-news-anchors-script.html; AdWeek, “Should
Sinclair’s Must-Runs Be Labeled Commentary, and Who Should Read Them on Air,” Apr. 15, 2018, available at:
https://www.adweek.com/tv-video/should-sinclairs-must-runs-be-marked-as-commentary-and-who-should-really-
be-reading-them/.
5
By reaching 58.77% of United State television households, the Sinclair-Tribune merger
would exceed the 39% national audience reach cap set by Congress in 2004.13 The national
audience reach cap, which was originally the creation of this Commission, is intended to protect
“localism, diversity, and competition” by “temper[ing] the ability of the largest group owners to
dramatically increase their national coverage area … while giving smaller group owners some
opportunity to expand.”14 If allowed, this merger would greatly exceed the limits set by
Congress in violation of these principles.
Sinclair and Tribune contend that the new entity would reach 37.39% of television-
viewing households (assuming all proposed divestitures occur)15—just below the 39% limit.
Sinclair and Tribune are able to characterize their proposed merger as below the cap only by
applying the so-called UHF Discount, which counts only 50% of the television households
reached by UHF stations when calculating national audience reach. However, the UHF
Discount—which the Commission eliminated in August 2016,16 reinstated in April 2017,17 and
is currently reviewing again18—is outdated, does not reflect today’s technical reality, and should
not be used to calculate national audience reach.
In 1985, the Commission acted pursuant to the public interest when it adopted the UHF
Discount. It did so during “the analog television broadcasting era, [in which] UHF signals
13
Pub. L. No. 108-199, 118 Stat. 99 (2004).
14
2016 National Ownership Amendment, 31 FCC Rcd. at 10214–15 ¶ 4.
15
16
2016 National Ownership Amendment, 31 FCC Rcd. at 10214 ¶ 3.
17
Order on Reconsideration, In the Matter of Amendment of Section 73.3555(e) of the Commission’s Rules, National
Television Multiple Ownership Rule, 32 FCC Rcd. 3390 (Apr. 21, 2017) (hereinafter “2017 National Audience
Reach Order on Reconsideration”).
18
See Notice of Proposed Rulemaking, In the Matter of Amendment of Section 73.3555(e) of the Commission’s
Rules, National Television Multiple Ownership Rule, MB Dkt. No. 17-318, 2017 WL 6507164 ¶ 5 (F.C.C.) (released
Dec. 18, 2017) (hereinafter “2017 National Ownership NPRM”).
6
reached a smaller audience in comparison with VHF signals.”19 At that time, UHF signals,
relative to their VHF counterparts, “decreased more rapidly with distance … resulting in
significantly smaller coverage areas and smaller audience reach.”20 But following the transition
of television signals from analog to digital in 2009, the technical limitations upon which the UHF
Discount had been based ceased to exist.21
Application of the UHF Discount is not justified here. The Commission eliminated the
UHF Discount in 2016, and while a new administration reinstated it the following year, it did so
on the narrow ground that the UHF Discount and national audience reach cap should have been
evaluated together.22 For both decisions, there was unanimity within the Commission that “the
UHF discount no longer has a sound technical basis following the digital television transition.”23
Indeed, the Commission is currently re-evaluating the UHF Discount and the national audience
reach cap.24 Furthermore, the U.S. Court of Appeals for the D.C. Circuit is currently reviewing
whether the Commission acted properly in reinstating the UHF Discount.25 A transaction of this
magnitude should not be permitted to proceed using a measurement that the Commission itself
19
Id. ¶ 2.
20
21
See, e.g., id. at 10214 ¶ 3 (“But while UHF channels may have been inferior for purposes of broadcasting in
analog, experience since the DTV transition demonstrates that UHF channels are equal, if not superior, to VHF
channels for the digital transmission of television signals.”).
22
2017 National Audience Reach Order on Reconsideration, 32 FCC Rcd. at 3390–91 ¶1.
23
Id. at 3395 ¶ 14; see also 2016 National Ownership Amendment, 31 FCC Rcd. at 10226 ¶ 28 (“The record is
absolutely clear: UHF stations are no longer technically inferior in any way to VHF stations.”); id. at 10247
(Comm’r Pai, dissenting) (“To be sure, the technical basis for the UHF discount no longer exists.”); id. at 10251
(Comm’r O’Rielly, dissenting) (“It is clear that UHF television stations are no longer less desirable or less
technology-capable than VHF stations.”).
24
2017 National Ownership NPRM at ¶ 5; see also Revised Comments of the Attorneys General of the States of
Illinois, California, Iowa, Maine, Massachusetts, Pennsylvania, Rhode Island, and Virginia, In the Matter of
Amendment of Section 73.3555(e) of the Commission’s Rules, National Television Multiple Ownership Rule, MB
Dkt. No. 17-318 (filed Feb. 27, 2018) (arguing that the UHF Discount should be eliminated).
25
See Petition for Review, Free Press v. FCC, No. 17-1129 (D.C. Cir. filed May 12, 2017).
7
has recognized is technically archaic and that is currently under both judicial and administrative
review.26
IV. THE PROPOSED MERGER WOULD NOT SERVE THE PUBLIC

INTEREST AND SHOULD BE REJECTED.
In addition to exceeding the national audience reach cap, the proposed entity would not
promote the three traditional “public interest” goals contemplated by the Communications Act.
For one, the proposed merger would not promote competition. By setting the Cap at 35% in 1996
and at 39% in 2004, Congress has repeatedly affirmed the need to prevent broadcast television
companies from reaching a majority of the television-viewing public.27 But the proposed merger
would ignore this restriction and enable the new entity to reach 58.77% of television households.
Nor would the proposed merger promote diversity. Allowing this type of consolidation
decreases the opportunities for minority and female ownership of local television broadcast
stations, opportunities that this Commission specifically seeks to encourage.28 Moreover, the
new Sinclair-led entity would not promote viewpoint diversity, as evidenced by the “must run”
scripts that Sinclair periodically requires its local news stations to read.29 Indeed, as recently as
26
At least one media outlet has reported that the Commission is planning to vote on whether to modify the existing
Cap and UHF Discount in the near future. See Bloomberg, “FCC Plans Rule Change Before Court Can Upend
Sinclair Bid, Sources Say,” June 13, 2018, available at: https://www.bloomberg.com/news/articles/2018-06-13/fcc-
said-to-plan-rule-change-before-court-can-upend-sinclair-bid. The petitioners strongly urge the Commission to
refrain from such action. The vote is allegedly scheduled to occur on July 12, 2018—the same day that reply
comments are due with regard to petitions to deny the proposed merger. Such scheduling, should it occur, would
improperly deny the petitioners and other interested parties the opportunity to comment on the propriety of the
proposed merger based on a revised Cap and/or UHF Discount.
27
Cf. 149 Cong. Rec. H12838 (daily ed. Dec. 8, 2003) (statement of Rep. William Tauzin) (noting that the 2004
Amendments “will forbid the FCC from raising or lowering the 39 percent limit as market conditions continue to
change”); 150 Cong. Rec. S148 (daily ed. Jan. 22, 2004) (statement of Sen. Diane Feinstein, quoting a letter from
Sen. Robert Byrd) (observing that the 2004 Amendments turned “the one year limitation on the FCC media
ownership rule … into a permanent cap at 39 percent”).
28
See Remarks of FCC Chairman Ajit Pai at MMTC’s 9th Annual Broadband and Social Justice Summit (Feb. 6,
2018), available at https://docs.fcc.gov/public/attachments/DOC-349033A1.pdf.
29
See, e.g., Washington Post, “How the Nation’s Largest Owner of TV Stations Helped Donald Trump’s
Campaign,” Dec. 22, 2016, available at: https://www.washingtonpost.com/lifestyle/style/how-that-nations-largest-
8
March of this year, Sinclair distributed a “must-run” script to multiple stations that contained
politically charged sentiments about the increased “sharing of biased and false news” and the
purported tendency of “some members of the media [to] use their platforms to push their own
personal bias and agenda to control ‘exactly what people think.’”30
Such actions also display a lack of commitment to localism, as the must-run scripts
typically are identical in all markets, and are devoid of any reference to a specific news story or
media member whatsoever, much less stories or individuals linked to the media markets where
the script was aired. In short, the new entity would reduce, rather than enhance, opportunities for
broadcast television stations to air programming that reflects local preferences, interests, and
sensitivities.
The proposed merger of Sinclair and Tribune would allow the new entity to reach a
substantial majority of the television viewing public in the United States. Such extraordinary
access would violate the congressionally-mandated national audience reach cap, while failing to
promote the traditional public interest goals of competition, diversity, and localism. The
petitioners strongly urge the Commission to reject this unprecedented consolidation.
V. THE PROPOSED MERGER DOES NOT INCLUDE

SATISFACTORY DIVESTITURES IN LOCAL MARKETS AND
VIOLATES THE COMMISSION’S TOP-FOUR PROHIBITION IN
THE ST. LOUIS, MO MARKET.
While the April Amendment to June Exhibit identifies 20 local stations that the
Applicants indicate they plan to divest, the details of the divestitures are in many cases
owner-of-tv-stations-helped-donald-trumps-campaign/2016/12/22/02924864-c7af-11e6-8bee-
54e800ef2a63_story.html.
30
Seattle Post-Intelligencer, “KOMO Attacks “Biased and False News” in Sinclair-Written Promos,” Apr. 3, 2018,
available at: https://www.seattlepi.com/seattlenews/article/KOMO-fake-news-Sinclair-promos-12792032.php.
9
unknown.31 For example, in Sacramento and San Diego, California, and Tacoma, Washington
the purchasers are “to be determined,” presenting uncertainty about the terms of the divestiture
and when a divestiture would occur. Questions include whether there will be joint sales
agreements (“JSAs”), shared services agreements (“SSAs”), or other options or agreements that
effectively give control of resources, programming, advertising and other revenues to the new
largest owner of local stations. And in one specific market, St. Louis, Missouri, the proposed
divestiture plan does not satisfy the Commission’s local television multiple ownership rules.
A. The Local Television Multiple Ownership Rule Furthers the Public Interest in
Diversity, Localism, and Competition and Any Waiver Must Also Further These
Goals.
The Commission’s local television multiple ownership rule permits an entity to “own,
operate, or control two television stations licensed in the same Designated Market Area (DMA)
… if … at the time the application to acquire or construct the station(s) is filed, at least one of the
stations is not ranked among the top four stations in the DMA, based on the most recent all-day
(9 a.m.-midnight) audience share.”32 This rule—known as the Top-Four Prohibition (also
referred to as the Duopoly Rule)—encourages localism, diversity, and competition in local media
markets. A 2017 modification of the rule permits an applicant to request a waiver of the Top-
Four Prohibition on a case-by-case basis.33
The local television multiple ownership rule is intended to promote the public interests of
diversity, localism, and competition. In 2017, the Commission affirmed the Top-Four
Prohibition limitation on multiple television station ownership, with a modification to allow
stations to seek a waiver of the previously bright-line rule prohibiting common ownership of two
31
April Amendment to June Exhibit at Ex. I.
32
47 C.F.R. § 73.3555(b)(1).
33
Id. § 73.3555(b)(2).
10
top-four ranked stations in the same market.34 The new rule provides that the Top-Four
Prohibition “shall not apply in cases where, at the request of the applicant, the Commission
makes a finding that permitting an entity to directly or indirectly own, operate, or control two
television stations licensed in the same DMA would serve the public interest, convenience and
necessity. The Commission will consider showings that the Top-Four Prohibition should not
apply due to specific circumstances in a local market or with respect to a specific transaction on
a case-by-case basis.”35 Pursuant to this provision, the Commission will analyze, on a case-by-
case basis, whether “application of the [Top-Four] prohibition may be unwarranted given certain
factors affecting a particular market or a particular transaction.”36 The Commission concluded
that these modifications reflected an “assessment of both the current video marketplace and the
continued importance of broadcast television stations in their local markets.”37
The Commission did not set clear guidelines for when it would conclude that “application
of the Top-Four Prohibition is not in the public interest because the reduction in competition is
minimal and is outweighed by public interest.”38 It recognized, however, several types of
information that a waiver-seeker could provide to make their case: (1) ratings share data, (2)
revenue share data, (3) market characteristics, (4) effects on programming, and (5) any other
circumstances.39 As the Commission stated, this information must be used to show that the
waiver is in the public interest: “In the end, applicants must demonstrate that the benefits of the
34
Order on Reconsideration, In the Matter of 2014 Quadrennial Regulatory Review – Review of the Commission’s
Broadcast Ownership Rules and Other Rules Adopted Pursuant to Section 202 of The Telecommunications Act of
1996, MB Dkt. No. 17-156, 32 FCC Rcd. 9802, 9831–33, ¶¶ 66, 71 (Nov. 16, 2017) (hereinafter “2017 Quadrennial
Review Reconsideration Order”).
35
47 C.F.R. § 73.3555(b)(2).
36
2017 Quadrennial Review Reconsideration Order, 32 FCC Rcd. at 9831 ¶ 66.
37
Id. at 9832 ¶ 69.
38
Id. at 9838–39 ¶ 82.
39
Id.
11
proposed transaction would outweigh the harms, and we will undertake a careful review of such
showings in light of the record with respect to each such application.”40
In assessing a waiver request, the Commission should look at each of these data points to
determine whether granting the waiver would promote “ownership diversity generally by
limiting common ownership of broadcast television stations.”41 The Commission has stated that
the use of waiver should “promote robust competition in local markets while also facilitating
transactions, in appropriate circumstances, that will allow broadcast stations to achieve
economies of scale and better serve their local viewers.”42 The waiver should not be based
solely on the convenience of the applicants or on the inability to find an adequate buyer to divest.
Thus any request for a waiver that does not preserve competition and serve the needs of local
viewers should be rejected.

Prohibition for the St. Louis, Missouri Market
The Applicants’ Amendment to the June Comprehensive Exhibit and May Divestiture
Amendment establish that the proposed merger would violate the Top-Four Prohibition for the
St. Louis media market.43 Most importantly, Sinclair has not demonstrated how it will divest the
necessary stations, precluding the Commission from determining whether the transaction
complies with the Top-Four Prohibition. For those reasons, the Commission should deny the
merger application.
40
Id.
41
Id. at 9839–40 ¶ 84.
42
Id. at 9837–38 ¶ 81.
43
The St. Louis, MO media market includes several counties in Illinois, east of the Mississippi River.
12
Despite its assertion that a Top-Four showing is not legally required in the St. Louis
media market,44 the Applicants’ amended plan will result in a newly merged entity that violates
the Top-Four Prohibition. Sinclair currently owns KDNL-TV, an ABC affiliate which Sinclair
alleges was the fifth-highest rated station at the time the initial application was filed.45 Tribune
currently owns two stations in the St. Louis market: KTVI(TV), a Fox affiliate that Sinclair
alleges is the third-highest rated station, and KPLR-TV, a CW affiliate that Sinclair alleges is the
fourth-highest rated station.46 Sinclair acknowledges that KDNL-TV (5th) and KPLR-TV (4th)
frequently fluctuate between the fourth and fifth spots in the market.47
Because the proposed combination would result in a newly merged entity with licenses
for the third, fourth, and fifth-rated stations in this market—a clear violation of the Top-Four
Prohibition—divestitures are required, but the Applicants have not made sufficient commitments
to do so. In their Amendment to June Comprehensive Exhibit, Applicants represented that they
had entered into a purchase agreement to sell Tribune’s KPLR-TV (4th) to Meredith Corporation
and simultaneously filed a divestiture application with the Commission.48 Meredith Corporation
currently owns KMOV in St. Louis, which is the highest rated station in the St. Louis market.
Weeks later, on May 14, 2018, Sinclair withdrew the application to divest KPRL-TV (4th) to
Meredith,49 and the next day filed its May Divestiture Amendment.50 In that divesture
application, Sinclair states:
44
Amendment to June Comprehensive Exhibit, at 13.
45
Id. at 12.
46
Id.
47
Id. at 13.
48
Id.
49
Public Notice, “Media Bureau Establishes Consolidated Pleading Cycle for Amendments to the June 26, 2017,
Divestiture Applications, and Top-Four Showings in Two Markets,” Fed. Commc’ns Comm’n, DA 18-1530, MB
Dkt. No. 17-179, n.2 (May 21, 2018).
13
In order to comply with the Duopoly Rule in the St. Louis DMA, the parties will
be required to divest either KDNL-TV or KPLR-TV in the St. Louis market (the
Station to be divested, the “Divestiture Station”). Because the parties will not
know which of these Stations will be divested until the Department of Justice,
Antitrust Division, approves a proposed buyer for KPLR-TV or, if no buyer is
approved for KPLR-TV, a proposed buyer for KDNL-TV, the parties are filing
applications seeking consent to assign or transfer each of the Stations to the Trust
pending completion of such review. Accordingly, once Applicants know which
Station will be divested, Applicants will, prior to grant (i) amend the
Divestiture Trust Applications to specify which Station will be placed in the
Trust, and (ii) withdraw the Divesture Trust Application for the Station that
will not be divested.”51 (emphasis added).
This divestiture plan does not commit to a particular divesture that brings it into compliance with
the Top-Four Prohibition. It is impossible to determine whether the ultimate transfer of
ownership will be permissible under the Top-Four Prohibition without a full analysis of the terms
and the effect of the ultimate divestiture and remaining consolidation.
Regardless of which station Applicants ultimately decide to divest, it is unlikely that the
resulting combination—of the third-ranked station with either the fourth- or fifth-ranked
stations—could satisfy the Top-Four Prohibition because of the closeness in rankings of the
fourth- and fifth-ranked stations. The Top-Four Prohibition is intended to prevent “the harm to
competition where a single firm obtains a significantly larger market share through a
combination of two top-four stations.”52 Drawing a distinction between the fourth- or fifth-
ranked stations for purposes of the Top-Four Prohibition will not prevent excessive consolidation
in that market. Applicants’ Amended Application to June Comprehensive Exhibit notes that
“[o]ver the 2014-2017 period, KDNL-TV and KPLR-TV switched places thirteen times based on
50
May Divestiture Amendment, Comprehensive Exhibit at 2.
51
See id.
52
Second Report & Order, 2014 Quadrennial Review – Review of the Commission’s Broadcast Ownership Rules
and Other Rules Adopted Pursuant to Section 202 of the Telecommunications Act of 1996 et al., 31 FCC Rcd. 9864
at ¶ 44 (2016); see also 2017 Quadrennial Review Reconsideration Order 32 FCC Rcd. at 9835-36 ¶¶ 78–79.
14
9 a.m.-midnight monthly data, and seven times based on 3 a.m. – 3 a.m. sweeps data.”53 While
Applicants argue that this closeness indicates that application of “the Top-Four Prohibition may
not be warranted,”54 the contrary is true.
The closeness of these two stations is also evident in audience share revenues, which can
be used as a proxy for more detailed audience share data. The revenue reports show that the
combination of either of the lowest ranked stations, KPLR-TV (4th) or KDNL-TV (5th), with the
currently Sinclair-owned KTVI (3rd), would result in a station with substantially greater
estimated ad revenue and estimated retransmission revenue than the existing first and second
ranked stations (KMOV and KSDK respectively) (see Table 1).55 Consolidation of this
magnitude would harm competition among the top stations and result in a reduction in
independent ownership and a single firm obtaining a significantly larger market share than is
currently the case. If the Applicants retain some control over the all three of these stations, the
new owner would have revenues that exceed the currently first-ranked station by 55%. Such a
consolidation would frustrate the principles underlying the Commission’s rule, and should be
denied.
53
54
Sinclair argues that the closeness between the 4th and 5th ranking stations indicates that “the Top-Four
Prohibition may not be warranted where there is no ‘significant ‘cushion’ of audience share percentage points that
separates the top four stations from the fifth ranked stations’ that would warrant a bright-line between the third and
fourth stations and the rest of the stations in this DMA.” April Amendment to June Comprehensive Exhibit at 14
(quoting the 2017 Quadrennial Review Reconsideration Order 32 FCC Rcd. at 9836 ¶ 79 n. 230).
55
Amendment to June Comprehensive Exhibit, at Exs. F.2 & H.2.
15
TABLE 1 – Station Revenues (In Millions) in the St. Louis Market
Rank Station Ad Retransmission Total Combined Combined

(a) (b) Revenue Revenue 2016 Revenue Revenue Revenue:
2016 (d)* 2016 with Percentage
(c)* (e)** KTVI Larger than
(f)*** KMOV
(g)****
1 KMOV56 $56,300 $15,100 $71,400
2 KSDK $56,000 $18,600 $74,600
3 KTVI $55,500 $14,600 $70,100
4 KPLR-TV $15,000 $2,000 $17,000 $87,100 21%
5 KDNL-TV $15,900 $7,500 $23,400 $93,400 30%
NA KPLR-TV + $40,400 $110,500 55%
KDNL-TV
*Source: Amendment to June Comprehensive Exhibit, Exhibit H.2
**Sum of Columns C+D
***Sum of Column E with KTVI Total Revenue 2016
**** Difference between Combined Revenue with KTVI and KMOV Total Revenue 2016, divided by KMOV Total
Revenue 2016.
The same results occur when using the percentage of total revenue share for 2017 for
each of the top five St. Louis stations (see Table 2).57 This transaction will result in significant
consolidation in the St. Louis market and will not advance competition or diversity. If two of the
top four stations are consolidated, the harms to competition and diversity may be significant. If
the Applicants fail to wholly divest either KPLR-TV or KDNL-TV, the harms would be
magnified, with common control of three of the top five stations generating revenue that would
overwhelm the revenue of the currently number one-ranked station:
56
Applicants characterize KMOV as “the market leader in on-air advertising, with a 27.6% share, followed closely
by TEGNA’s KSDK at 27.4%.” Id. at 15.
57
Id. at Ex. F.2
16
TABLE 2 – Station Revenues (%) in the St. Louis Market:
Rank Station Total Revenue Combined Total Combined

(a) (b) Share 2017 Revenue Share with Revenue:
(c)* KTVI Percentage
(d)** Larger than
KMOV
(e)
1 KMOV 26.4%
2 KSDK 24.9%
3 KTVI 20.2%
4 KPLR-TV 9.2% 29.4% 11%
5 KDNL-TV 17.3% 37.5% 42%
NA KPLR-TV + 26.5% 46.7% 77%
KDNL-TV
*Source: Amendment to June Comprehensive Exhibit, Exhibit F.2
** Sum of Column C with KTVO Revenue Share
*** Difference between Combined Revenue with KTVI and KMOV Total Revenue Share 2017, divided by KTVI
Total Revenue Share 2017.
C. There Is No Basis upon Which to Grant Sinclair a Waiver from the Top-Four
Rule.
Since the proposed transfers present a clear violation of the Top-Four Prohibition,
Sinclair has asked the Commission to conclude that permitting the Applicants to combine either
KPLR-TV(4th) or KDNL-TV(5th) with KTVI (3rd), would “preserve the public interest,
convenience, and necessity” and that “the Top-Four Prohibition should not apply due to specific
circumstances in a local market.”58 In support of its request for a waiver to the Top-Four
Prohibition, Sinclair relied on its then pending sale of KPLR-TV (4th) to Meredith Corporation
to remove the third station from the consolidated entity.59 It is unknown whether a buyer can be
found that will not result in additional consolidation in the St. Louis market.
Notwithstanding the uncertainty associated with its divestiture options and the significant
consolidation that would result if either KPLR (4th) or KDNL (5th) is combined with the third
58
47 C.F.R. § 73.3555(b)(2).
59
17
ranked station, KTVI, Sinclair argues that ratings share data, revenue share data, market
characteristics, and the effects on programming meeting the needs and interest of the community
somehow support a waiver of the Top-Four Prohibition.60 None of the information included
therein justifies granting a waiver from the bright-line Top-Four Rule.
Applicants are incorrect that there is a “lack of countervailing competitive harm” in
granting a waiver because KDNL-TV is not in the top four stations, but rather sometimes is the
fifth ranked station.61 While the fluidity between the fourth and fifth ranked station is
significant, it demonstrates that the St. Louis market is somewhat different from most markets
because there is not a “significant ‘cushion’ of audience share points that separates the top-four
stations … from the fifth-ranked station.”62 Unlike the situation where the stations ranked below
the top four have a significant gap in audience share, which may potentially justify common
ownership to form a better competitor to the top four stations, in the St. Louis market a
combination of two or three of the top five stations would not aid stations with significantly
smaller market shares. Instead, it would simply reduce the number of viable competitors and
reduce the choices available to consumers for programming and news.
In requesting a waiver of the Top Four Prohibition, Applicants are essentially telling the
Commission it should only be concerned with consolidation of the Top 3 stations in the market,
and allow the elimination of the top fifth station. As discussed above, the correct assessment of
the St. Louis market should include the effect that any consolidation among the top five stations
would have on competition, diversity of ownership, and diversity of viewpoints. The
60
Id. at 13–17.
61
Id. at 13.
62
Second Report & Order, 2014 Quadrennial Review—Review of the Commission’s Broadcast Ownership Rules
¶ 43 (Aug. 25, 2016).
18
Commission should closely review of combinations of the top five stations, particularly when
other stations in the market are remarkably smaller and clearly do not present robust competition
to the top five.63
Further, it would be an abuse of discretion to grant a waiver without a clear divestiture
plan that sets forth which station Applicants will divest, what entity will purchase that station (if
any), and what the terms of that divestment will be. The U.S. Department of Justice has not yet
approved a divesture proposal in the St. Louis market.64 The Commission cannot conclude that a
waiver would preserve the public interest if the Applicants cannot demonstrate what the impact
on audience share and revenues will truly be.
There are many ways in which the lack of a divesture plan could conceal the ultimate
impact on a market. For example, if the Applicants divest either station to an entity that already
owns a station in the St. Louis media market, there will be additional consolidation that the
Commission should consider. If either station is sold to an entity with close ties to Sinclair and
continues to operate the station using some combination of JSAs or SSAs, then the impact on
diversity of viewpoint and ownership could be severe. If Sinclair divests either station to an
entity that cannot viably operate it, there will be both additional consolidation and a reduction in
the number of stations available to the public. Applicants’ assertion that the waiver would not
result in “reduced incentives for commonly owned local stations to compete for programming,
advertising, and audience shares” cannot be analyzed without knowing what influence Sinclair
will have over the divestiture of its stations. The Commission cannot reasonably expect to waive
63
Amendment to June Comprehensive Exhibit, at Exs. F.2 & H.2 (reporting revenues for the St. Louis market).
64
Dkt. No. 17-179, n.13 (May 21, 2018).
19
the Top-Four Prohibition without information to fully evaluate the impact on the St. Louis
market and on competition, diversity, and localism of what are today uncertain and unspecified
divestitures.
Applicants’ assertion that transferring common ownership of KTVI (3rd) and KDNL-TV
(5th) to Sinclair will essentially mirror the market effects of the existing common ownership of
KTVI (3rd) and KPLR-TV (4th) by Tribune ignores the reality of Sinclair’s operations. It is
widely known that Sinclair exerts significant influence on the local news programs of the stations
that it owns.65 Permitting Sinclair to obtain influence over two of the top four stations, rather
than one in any given market, while also leaving open the possibility of influence over the soon-
to-be divested mystery station through contractual obligations, increases the likelihood that
Sinclair will be permitted to exert its viewpoint over three of the four top stations in the St. Louis
DMA. This directly contradicts the Commission’s interest in preserving diversity of ownership,
diversity of viewpoints, and diversity of programming.
Sinclair itself acknowledges a likely impact on programming in its amended application:
“The merger of KDNL-TV’s newsroom with the KTVI newsroom would enable Sinclair to
leverage Tribune’s existing news operations and to add news in the DMA.”66 The stations that
remain in Sinclair’s possession after the divestiture are likely to see a further alignment of
viewpoints and news coverage. Applicants’ assertion that “the stations would be able to provide
expanded local, regional, and statewide news and other programming of interest to the St. Louis
DMA”67 ignores Sinclair’s history of using various agreements and must-run programming to
65
See, e.g., supra note 12.
66
67
Id.
20
exert its influence on local news operations, undermining the goals of competition, diversity of
ownership, and diversity of viewpoints.
V. CONCLUSION
The Applicants have not demonstrated that they are in compliance with the
Commission’s national and local ownership regulations. Nor have they demonstrated any public
benefits to allowing this massive merger to go forward. Because of these reasons, the States
request that the Commission deny the Applicants’ request for consent to the merger of Sinclair
and Tribune.
LISA MADIGAN TOM MILLER

Illinois Attorney General Iowa Attorney General
PETER F. KILMARTIN
Rhode Island Attorney General
21
Before the
In the Matter of )
)
Sinclair Broadcast Group ) MB Docket No. 17-179
)
)
PETITION TO DENY OF CINEMOI, HERNDON-RESTON INDIVISIBLE,

INTERNATIONAL CINEMATOGRAPHERS GUILD, LATINO VICTORY PROJECT,
NATIONAL ASSOCIATION OF BROADCAST EMPLOYEES AND TECHNICIANS –
CWA, NTCA – THE RURAL BROADBAND ASSOCIATION, PUBLIC KNOWLEDGE,
RIDE TELEVISION NETWORK, AND SPORTS FANS COALITION
Pursuant to Sections 309(d) and 310(d) of the Communications Act of 1934, as amended,
and on behalf of independent programmers, television and film workers, viewers, and consumers
from across the political spectrum,1 Cinemoi, Herndon-Reston Indivisible, International
1
The signees of this Petition to Deny are parties in interest who each will suffer concrete, particularized
harms as a direct result of the merger of Sinclair and Tribune. As has been well established on the record,
independent programmers will be injured by Sinclair’s increased leverage to demand capacity and higher carriage
fees for its affiliated cable networks, multicast broadcast signals, and ATSC 3.0 broadcast signals, which will have
the effect of crowding out independent networks in MVPDs’ channel lineups and squeezing licensing fees for such
networks. See, e.g., Comments of Cinemoi, RIDE Television Network, AWE – A Wealth of Entertainment,
MAVTV Motor Sports Network, One America News Network, TheBlaze, and Eleven Sports Network, MB Docket
No. 17-179 at 4, 9-10 (Aug. 7, 2017) (“August 2017 Independent Programmer Comments”). Consumers and
viewers will also be injured by the loss of localism and diversity and by the immediate material increases to their
cable bills as a result of Sinclair’s planned retransmission consent “step-ups.” See, e.g., id. at 4, 7-9, 11-13. And
MVPDs and their customers would also be harmed by the higher retransmission consent fees. See, e.g., Petition to
Dismiss or Deny of DISH Network L.L.C., MB Docket No. 17-179, at 14-45 (Aug. 7, 2017) (“August 2017 DISH
Petition to Dismiss or Deny”); Petition to Deny of American Cable Association, MB Docket No. 17-179, at 10-20
(Aug. 7, 2017) (“August 2017 ACA Petition to Deny”).
Television Network, and Sports Fans Coalition2 respectfully submit this Petition to Deny the
original and amended license assignment applications filed by Sinclair Broadcast Group
(“Sinclair”) and Tribune Media Company (“Tribune,” and together, the “Applicants”).3
I. INTRODUCTION
After numerous filings, withdrawals, and re-filings, the Applicants have, with their most
recent submission, once more put forth a series of sham divestitures that would skirt the
Commission’s rules while giving the combined company outsized local and national market
shares. This would lead to higher prices for consumers, fewer carriage opportunities for
independent programmers, and a loss of localism and viewpoint diversity.
As an initial matter, it simply makes no sense for the Commission to rule on the
transaction when the rules of the road on broadcast ownership may be fundamentally altered in
the coming months. Rather, the better course – and the one that would be more transparent to all
interested parties and American consumers – would be to defer consideration of the transaction
until after the D.C. Circuit rules on the legality of the Commission’s April 2017 reinstatement of
the UHF discount and the Commission completes its review of the national ownership limit.4 To
2
The signees are also each members of the Coalition to Save Local Media (“Coalition”). This filing is on
behalf of the signees in their individual capacities and not on behalf of the Coalition.
3
See Media Bureau Establishes Consolidated Pleading Cycle for Amendments to the June 26, 2017,
Divestiture Applications, and Top-Four Showings in Two Markets, Public Notice, DA 18-530 (May 21, 2018)
(“May 21 Public Notice”); see also Applications of Tribune Media Company and Sinclair Broadcast Group for
Consent to Transfer Control of Licenses and Authorizations, Comprehensive Exhibit, MB Docket No. 17-179 (June
26, 2017).
4
Likewise, dozens of Members of Congress have urged Chairman Pai to stay consideration of the
Transaction until the D.C. Circuit has ruled on the UHF discount. See, e.g., Letter from Hon. Bill Nelson et al., to
Ajit Pai, Chairman, FCC, at 1 (Apr. 26, 2018) (requesting that the agency “not approve any pending transfers of
control of broadcast licenses as part of proposed mergers or acquisitions” “until the agency has conducted and
completed a holistic look at the state of broadcasting and the media and waited for a ruling from the U.S. Court of
Appeals for the D.C. Circuit.”); Letter from Hon. Tony Cárdenas et al., to Ajit Pai, Chairman, FCC, at 2 (June 13,
2018) (“Due process is important . . . should the D.C. Circuit rule against the FCC, the Sinclair-Tribune merger
would be unlawful.”).
-2-
the extent that the Commission adopts a new ownership cap, the Commission should not
grandfather pending transactions. Moreover, if the Commission decides to rule on the
transaction as currently structured, it should reject the transaction, since it would result in
substantial consumer and other marketplace harms and disserve the public interest.5
II. THE COMMISSION SHOULD DENY THE APPLICATIONS
Under Section 310(d) of the Communications Act, the Commission must determine
whether the assignment of licenses from Tribune to Sinclair will serve the public interest,
convenience, and necessity.6 As detailed below, the Applicants have not come close to making
the required showing to satisfy the public interest standard. The transaction will cause
substantial public interest harms, and the Applicants’ proposed divestiture plan will not
ameliorate those harms or otherwise advance the public interest.
The proposed transaction would create an industry behemoth, with more than 200
stations in 102 markets reaching over 60 percent of all households nationwide (even without
5
In the alternative, should the Commission determine that a “substantial and material question of fact” still
exists, it must formally designate the Applications for hearing. 47 U.S.C. § 309(e); Application of EchoStar
Communications Corporation, (a Nevada Corporation), General Motors Corporation, and Hughes Electronics
Corporation (Delaware Corporations) (Transferors) and EchoStar Communications Corporation (a Delaware
Corporation) (Transferee), Hearing Designation Order, 17 FCC Rcd. 20559 ¶ 289 (2002) (“EchoStar HDO”)
(designating the transaction for a hearing after finding that “Applicants have failed to demonstrate that the proposed
transaction would not cause anticompetitive and other harms, and have failed to demonstrate that the potential public
interest benefits resulting from the transaction would outweigh those harms”).
6
The Commission makes this determination by conducting a three-part inquiry. Applications of Level 3
Communications, Inc. and CenturyLink, Inc. For Consent to Transfer Control of Licenses and Authorizations,
Memorandum Opinion and Order, 32 FCC Rcd. 9581 ¶¶ 8-11 (2017). First, the Commission must “assess[] whether
the proposed transaction complies with the specific provisions of the Act, other applicable statutes, and the
Commission’s rules.” Id. ¶ 8. Only if the proposed transaction does not violate a statute or rule will the
Commission consider the second step of the inquiry: “whether the transaction could result in public interest harms
by substantially frustrating or impairing the objectives or implementation of the Act or related statutes.” Id. ¶ 9.
The Commission next “considers a transaction’s public interest benefits . . . with the applicants bearing the burden
of proving those benefits by a preponderance of the evidence.” Id. ¶ 10. “[I]f the Commission is able to find that
narrowly tailored, transaction-specific considerations are able to ameliorate any public interest harms and the
transaction is in the public interest, it may approve the transaction as so conditioned. In contrast, if the Commission
is unable to find that a proposed transaction even with such conditions serves the public interest or if the record
presents a substantial and material question of fact, then it must designate the application for hearing.” Id. ¶ 11; 47
U.S.C. § 309(f); see also EchoStar HDO ¶ 289.
-3-
counting the sham “divestitures” described below), including stations in many of the major
markets.7 The record already compiled in this proceeding has amply demonstrated that the
transaction would result in higher retransmission consent fees, which will get passed on to
consumers in the form of higher subscription fees; fewer carriage opportunities for independent
programmers because the combined company will be able to use its substantial size and scope to
demand increased carriage and higher fees for its affiliated content, crowding out carriage
opportunities for competing programming; and reduced localism and diversity given Sinclair’s
well-established track record of forcing its local broadcast stations to carry its “must-run”
content and cutting local newsroom staff.
A. Applicants’ Proposed Divestitures Are Shams.
The Applicants have, time and again, tried to address concerns about the proposed
transaction by proposing various “divestitures.”8 As commenters pointed out, these proposed
divestitures were shams, since they gave Sinclair the ability to continue managing the stations
involved and also gave it the option of repurchasing the stations at a later time. Applicants’
latest plan is more of the same. Applicants pledge to divest six stations to comply with local and
national ownership rules, yet Sinclair retains the option to repurchase each of these stations, and
Sinclair has simultaneously entered into various services agreements, allowing Sinclair to
effectively exercise control of these stations.9
7
See Austen Hufford, Sinclair to Raise $1.5 Billion by Selling Stations, Wall St. J., May 9, 2018,
8
See May 21 Public Notice n.2 (describing Sinclair’s series of filed but withdrawn sets of divestiture
applications); Letter from Ross J. Lieberman, Senior Vice President of Government Affairs, American Cable
Association, to Marlene H. Dortch, Secretary, FCC, MB Docket No. 17-179, at 2 (May 24, 2018) (“May 24 ACA
Letter”) (“[I]t has taken Sinclair nearly a year—and no fewer than four major amendments—to reveal which stations
it proposes to divest, the parties who seek to acquire them, and the terms on which it proposes to do so. Indeed,
Sinclair has still not provided this basic information with respect to the duopoly that it hopes to create in St. Louis.
Rather, Sinclair promises to provide this information at a later date.”).
9
See File No. BALCDT-20180227ABD (selling WGN-TV to David D. Smith’s business associate Steven B.
Fader); File Nos. BALCDT-20180427ABL and BALCDT-20180427ABM (selling KDAF and KIAH to
-4-
To make matters worse, Applicants’ proposed sales are to a number of traditional Sinclair
sidecar entities on highly favorable, non-market terms. Chicago’s WGN-TV will be sold to
Steven B. Fader, a business partner of Sinclair Executive Chairman David D. Smith in Atlantic
Automotive Corp., who has no apparent broadcast or media experience.10 Dallas’s KDAF and
Houston’s KIAH will be sold to Cunningham Broadcasting, which had been owned by David D.
Smith’s mother, Carolyn Cunningham Smith, and is now owned by Michael Anderson, formerly
the sole trustee of Carolyn Smith’s trust, with David D. Smith and his brothers – the controlling
shareholders of Sinclair – holding non-voting shares in the company.11 Not only does Sinclair
retain an option to repurchase KDAF and KIAH from Cunningham, but David Smith and his
brothers hold options to purchase the whole of Cunningham itself at below market prices and
terms.12 Likewise, Oklahoma City’s KAUT-TV, Seattle’s KUNS-TV, and Salt Lake City’s
KMYU will be sold to Howard Stirk Holdings (“HSH”), whose owner, Armstrong Williams,
recently said of the purchase: “I know I got a good deal. . . . That’s what happens when you’ve
had a partnership and a relationship for 25 years . . . sometimes you get prices that nobody else
can get.”13 Indeed, analysts have said HSH bought the stations at discounts of anywhere from
Cunningham Broadcasting subsidiaries); File Nos. BALCDT-20180426ABP, BALCDT-20180426ABR, and

BALCDT-20180426ABQ (selling KAUT-TV, KUNS-TV, and KMYU to Howard Stirk Holdings).
10
See, e.g., Joe Flint & John McKinnon, Sinclair Faces Federal Resistance Over Proposed Purchase of
Tribune Media, Wall St. J., Apr. 10, 2018, https://www.wsj.com/articles/sinclair-faces-fcc-resistance-over-tribune-
purchase-1523387359; Holden Willen, Sinclair CEO Expects Decision Soon on Long-Awaited Tribune Acquisition,
Balt. Bus. J., June 7, 2018, https://www.bizjournals.com/baltimore/news/2018/06/07/sinclair-ceo-expects-decision-
soon-on-long-awaited.html (noting the sale to Fader is a “controversial move”).
11
See File Nos. BTCCDT-20130226/AFW/AFX/AFY/AFZ/AGC/AGD/AGE; BTCCDT-
20150206ACP/ACQ/ACR/ACS; and BALCDT-20171211ACN.
12
See id.
13
https://www.politico.com/story/2018/06/13/sinclair-broadcasting-armstrong-williams-642997. Although the
Commission does not traditionally examine the purchase price of a station sale, it will “consider such matters where
it appears from other facts that the arrangement may not have been an arms-length transaction between the parties.”
Edwin L. Edwards, Sr. (Transferor) and Carolyn C. Smith (Transferee) For Consent to the Transfer of Control of
Glencairn, Ltd., Memorandum Opinion and Order and Notice of Apparent Liability, 16 FCC Rcd. 22236 ¶¶ 20, 26
(2001) (“Glencairn Order”) (finding that petitioners had “set forth specific allegations of fact sufficient to show that
-5-
$10 million to $55 million and that the WGN-TV price tag was “very low.”14 Likewise, the
Cunningham purchase price is curiously low for two stations located in top-10 DMAs, and, in
any event, those $60 million will be moving from one Smith family pocket to another. Allowing
Sinclair to circumvent the rules in this manner will make a mockery of the public interest
standard and decades of Commission precedent.
Moreover, it is likely that these disclosed sweetheart deals are only the tip of the iceberg.
As detailed in American Cable Association’s May 24 Letter, “Sinclair withheld more than 250
agreements, schedules, exhibits, and related documents, including materials that appear to
contemplate ongoing relationships between Sinclair and the parties to whom it will putatively
divest stations.”15
The appropriate standard for the Commission to follow in evaluating these proposed
divestitures is clear and is one that has been advocated by commenters for months.16 Unless the
Applicants commit to fully divesting the stations, without any accompanying service agreements
or repurchase options, then the Commission must reject Applicants’ divestiture plan. This is the
certain of the current transactions in this proceeding have resulted in Sinclair exercising de facto control over
[Cunningham Broadcasting, then doing business as Glencairn] in violation of Section 310(d) of the Communications
Act”). In the Glencairn Order, the Commission concluded that that “a reasonable businessman” would not have
agreed to the transactions orchestrated by Sinclair. See id. ¶ 26. The Commission should make the same inquiries
into the apparently less-than-arms-length Fader, HSH, and Cunningham deals, including the prices of Sinclair’s
repurchase options.
14
15
May 24 ACA Letter at 1.
16
See, e.g., Letter from Charles P. Herring, President, AWE – A Wealth of Entertainment, et al., to Marlene
H. Dortch, Secretary, FCC, MB Docket No. 17-179, at 2 (Feb. 28, 2018) (“February 28 Members of the Coalition to
Save Local Media Letter”); Letter from John Simpson, Consultant to Newsmax Media, to Marlene H. Dortch,
Secretary, FCC, MB Docket Nos. 17-179 (Feb. 28, 2018) (“February 28 Newsmax Letter”); May 24 ACA Letter at
4.
-6-
approach the Department of Justice has followed in prior broadcast-related transactions,
including the 2016 Nexstar-Media General and 2014 Sinclair-Allbritton transactions.17
B. Applicants’ Duopoly Waiver Requests Further Underscore Why The

Transaction Should Be Rejected.
In establishing a process for duopoly waivers, the Commission expressly invited parties
to raise concerns about the impact of the proposed waiver on retransmission consent fees “in the
context of a specific proposed transaction if such issues are relevant to the particular market,
stations, or transaction.”18 As detailed at length on the record in this proceeding, the Applicants’
requests, if granted, would give Sinclair unprecedented leverage in retransmission consent
negotiations to demand higher fees and broader carriage for its content,19 to the detriment of
consumers and independent programmers.20
17
See, e.g., Final Judgment at 16, United States v. Nexstar Broad. Grp., Inc., No. 1:16-cv-01772-JDB
(D.D.C. Nov. 16, 2016) (“Defendants may not (1) reacquire any part of the Divestiture Assets, (2) acquire any
option to reacquire any part of the Divestiture Assets or to assign the Divestiture Assets to any other person, (3) enter
into any local marketing agreement, joint sales agreement, other cooperative selling arrangement, or shared services
agreement, or conduct other business negotiations jointly with the Acquirers with respect to the Divestiture Assets,
or (4) provide financing or guarantees of financing with respect to the Divestiture Assets, during the term of this
Final Judgment.”); Final Judgment at 15-16, United States v. Gray Television, Inc., No. 1:15-cv-02232-RC (D.D.C.
Mar. 3, 2016) (using the same language); Final Judgment at 14, United States v. Sinclair Broad. Grp., Inc., No. 1:14-
cv-01186-TSC (D.D.C. Nov. 25, 2014) (using substantially similar language).
18
2014 Quadrennial Regulatory Review – Review of the Commission’s Broadcast Ownership Rules and
Other Rules Adopted Pursuant to Section 202 of the Telecommunications Act of 1996, Order on Reconsideration and
Notice of Proposed Rulemaking, 32 FCC Rcd. 9802 ¶ 82 n.239 (2017).
19
See, e.g., August 2017 DISH Petition to Dismiss or Deny at 14-45; August 2017 ACA Petition to Deny at
10-20; Petition to Deny of Competitive Carriers Association, MB Docket No. 17-179, at 21-25 (Aug. 7, 2017);
Petition to Deny of Public Knowledge, Common Cause, and United Church of Christ, OC Inc., MB Docket No. 17-
179, at 7-9 (Aug. 7, 2017); Petition to Deny of Free Press, MB Docket No. 17-179, at 31-36 (Aug. 7, 2017);
Comments of the American Television Alliance, MB Docket No. 17-179, at 1-10 (Aug. 7, 2017).
20
See, e.g., August 2017 Independent Programmer Comments at 4, 7-13. Even other broadcasters are
concerned about the retransmission consent market share of Sinclair. See, e.g., Letter from Pete Iacobelli, Chief
Executive Officer, Heritage Broadcasting of Michigan, to Jessica Rosenworcel, Commissioner, FCC, MB Docket
No. 17-179, at 1 (Apr. 10, 2018) (“If Sinclair is allowed to own affiliates unbridled across the United States, this will
provide them with majority market share of satellite and cable operators retransmission revenue garnering a
disproportionate share of this revenue regardless of their ratings. This means other broadcasters will not have an
equal playing field to receive their share of retransmission revenue.”).
-7-
MVPDs will have to pay more to carry Sinclair-owned broadcast stations and cable
networks, ultimately driving up rates for MVPD customers. And independent programmers are
also harmed by this market dynamic, as MVPD resources that could otherwise be used for
independent programming are spent on Sinclair.21 Sinclair’s increased leverage would put
downward pressure on licensing fees for sellers of programming to the combined company, as
well, including many small and minority-owned production companies that sell content in
syndication.22
Aside from demanding higher carriage fees, Sinclair will have the leverage to demand
greater carriage for its affiliated cable networks, multicast broadcast signals, and planned ATSC
3.0 broadcast signals.23 This would consume MVPD bandwidth that could otherwise be used for
independent programming. Consumers would ultimately pay the price, as they would be offered
less diverse content at higher rates.
The Applicants’ public response to the Media Bureau’s May 21 Information Request only
serves to reinforce the severity and immediacy of these harms should the top-four waivers and
sham “divestitures” be approved. The Applicants’ data shows that retransmission consent rates
21
Independent programmers have described these harms in depth on the record. See generally August 2017
Independent Programmer Comments; Petition to Dismiss or Deny of Newsmax Media, MB Docket No. 17-179
(Aug. 7, 2017); Letter from John Simpson, Hope Beckham Inc., Consultant to Newsmax Media, to Marlene H.
Dortch, Secretary, FCC, MB Docket Nos. 17-179 et al. (Sept. 29, 2017); Letter from Michael Fletcher, Chief
Executive Officer, RIDE Television Network, to Ajit v. Pai, Chairman, FCC, MB Docket No. 17-179 (Nov. 2,
2017); Comments of RIDE Television Network, AWE – A Wealth of Entertainment, One America News Network,
Cinemoi, and TheBlaze, MB Docket No. 17-179 (Nov. 2, 2017); Letter from Brian Thorn, Strategic Research
Associate – Communications Workers of America, Coalition to Save Local Media, to Marlene H. Dortch, Secretary,
FCC, MB Docket No. 17-179 (Feb. 2, 2018); February 28 Members of the Coalition to Save Local Media Letter;
February 28 Newsmax Letter.
22
Id.
23
See also August 2017 Independent Programmer Comments at 10 (discussing independent programmer
complaints regarding Sinclair’s practice of coercing MVPDs to expand carriage of Sinclair-affiliated networks, even
under its existing leverage).
-8-
in the Indianapolis and St. Louis markets have already skyrocketed,24 and that the stations
involved in the proposed duopolies have been leading beneficiaries of these higher fees.25 These
historical shares do not take into account retransmission consent contract step-ups that Sinclair
has said it will impose for the acquired stations, which will cause retransmission consent rates to
rise even higher.26 And Sinclair’s history of flouting the Commission’s retransmission consent
rules, among other violations,27 should make the Commission particularly wary of granting the
waiver requests.
24
Letter from Miles S. Mason, Pillsbury Winthrop Shaw Pittman LLP, Counsel for Sinclair Broadcast Group,
Inc., to Marlene H. Dortch, Secretary, FCC, MB Docket No. 17-179, at 4, 11 (May 29, 2018) (“May 29 Information
Request Response”). Over the past four years, total retransmission consent revenues in the Indianapolis DMA
increased by nearly 113 percent (from $37.7 million in 2014 to $80.2 million in 2017). Id. at 4. Over the same
period, retrans revenues increased 73 percent in the St. Louis DMA (from $48 million in 2014 to $83 million in
2017). Id. at 11.
25
From 2015 to 2017, the two stations to be owned by Sinclair in its proposed Indianapolis duopoly – CBS
affiliate WTTV and Fox affiliate WXIN – accounted for nearly half (between 45.7 and 47.2 percent) of total
retransmission consent revenue in the entire Indianapolis DMA, which includes ten other broadcast stations. Id. at
5-9. Likewise, the combined retransmission consent revenue of the proposed St. Louis duopoly of Fox affiliate
KTVI and ABC affiliate KDNL accounted for between 44.6 and 34.5 percent of the total retransmission consent
revenue in the St. Louis market over this same period – in a market that includes 13 other stations. Id. at 13-18.
26
Sinclair Broadcast Group Investor Presentation at 7 (May 8, 2017); see also, e.g., August 2017 DISH
Petition to Dismiss or Deny at 34-35. For example, the data included in Sinclair’s public Information Request
response makes clear that KDNL, the only top-four station Sinclair currently owns in the two markets in question,
has the highest retransmission consent fees in the St. Louis market by a significant margin. KDNL alone has
accounted for nearly one-third of the entire retransmission consent revenue collected in the St. Louis market from
2014 to 2017. May 29 Information Request Response at 13-18.
27
See Sinclair Broadcast Group, Inc., Order, 31 FCC Rcd. 8576 ¶ 4 (MB 2016) (finding Sinclair liable for
breach of a broadcaster’s good faith negotiation obligation for leading prohibited joint retransmission consent
negotiations for “36 Non-Sinclair Stations with which it has JSAs, LMAs, or SSAs, concurrently with its negotiation
for retransmission consent of at least one Sinclair Station in the same local market”); see also Letter from Rick
Chessen, Chief Legal Officer, Senior Vice President, Legal & Regulatory Affairs, NCTA – The Internet &
Television Association, to Marlene H. Dortch, Secretary, FCC, MB Docket No. 17-179, at 2 (Feb. 27, 2018)
(“Sinclair’s demonstrated willingness to use sidecar agreements to unlawfully engage in joint retransmission consent
negotiations warrants a careful review of the proposed services agreements to ensure that they contain safeguards
sufficient to prevent the recurrence of this unlawful conduct.”); May 24 ACA Letter at 4 (“If the services provided
would in some way permit Sinclair to engage in joint retransmission consent negotiations with such parties—or even
for the parties to exchange data or information related to retransmission consent—they would increase the already
considerable harm the transaction will cause.”).
-9-
III. CONCLUSION
For all of the reasons above, the Commission must reject the transaction.
/s/
Daphna Edwards Ziman Howard M. Weiss

President Member
Cinemoi Herndon-Reston Indivisible
6380 Wilshire Blvd. Suite 910 3061 Mt. Vernon Ave., #N405
Los Angeles, CA 90048 Alexandria, VA 22305
Dave Twedell Cristobal J. Alex

Business Representative President
International Cinematographers Guild Latino Victory Project
7755 Sunset Blvd. 700 14th Street NW
Los Angeles, CA 90046 Washington, DC 20005
Charlie Braico Jill Canfield

President Vice President, Legal & Industry Assistant
National Association of Broadcast General Counsel
Employees and Technicians – CWA NTCA – The Rural Broadband Association
501 3rd Street NW 4121 Wilson Boulevard, Suite 1000
Washington, DC 20001 Arlington, VA 22203
Harold Feld Michael Fletcher

Senior Vice President Chief Executive Officer
Public Knowledge RIDE Television Network
1818 N Street NW 1025 S. Jennings Ave.
Suite 410 Fort Worth, TX 76104
Brian Hess
Executive Director
Sports Fans Coalition
1300 19th Street NW, Suite 500
June 20, 2018
- 10 -
DECLARATION
The foregoing Petition to Deny of Cinemoi, Herndon-Reston Indivisible, International
Television Network, and Sports Fans Coalition has been prepared using facts of which I have
personal knowledge or upon information provided to me. I declare under penalty of perjury that
the foregoing is true and correct to the best of my information, knowledge, and belief.
Executed on June 20, 2018
/s/ -
Michael Fletcher
I, Sarah Gurren, hereby certify that on June 20, 2018, I caused a true and correct copy of
the foregoing Petition to Deny to be served by electronic mail on the following:

Washington, DC 20001-4956 miles.mason@pillsburylaw.com
mrosenstein@cov.com

Jeremy Miller
Media Bureau
445 12th Street, SW
June 20, 2018 /s/ -

Sarah Gurren
Before the
In the Matter of )
)
MB Docket No. 17-179
Sinclair Broadcast Group )
BALCDT - 20180427ABM
BALCDT - 20180427ABL and
BALCDT - 20180227ABD
)
NEWSMAX MEDIA, INC.’S PETITION TO DENY
New York, NY 10022
(212) 446-2300
Robert M. Cooper
(202) 237-2727
Newsmax Media, Inc. (“Newsmax”) petitions the Federal Communications Commission
(the “Commission” or the “FCC”) to deny the applications filed by Sinclair Broadcast Group,
Inc. (“Sinclair”) and Tribune Media Company (“Tribune”) seeking consent from the
Commission to the transfer of control of subsidiaries of Tribune holding the licenses of full-
power broadcast television stations, low-power television stations, and TV translator stations to
Sinclair, and consent to combine two top-four rated stations. 1 This petition is based on the
insufficiency of the purported third-party divestitures that Sinclair asserts will allow it to comply
with Commission rules. As explained below, Sinclair’s proffered divestiture plan renders this
transaction antithetical to the public interest.
I. Introduction
Sinclair Broadcasting Group, Inc. has agreed to acquire Tribune Media Company
(collectively, “Applicants”). Sinclair is a television broadcasting company that has a broadcast
distribution platform consisting of 191 stations in 89 markets, which Sinclair either owns
outright, provides programming and operating services pursuant to agreements commonly
referred to as local marketing agreements (“LMAs”), or provides sales services and other non-
programming operating services pursuant to other outsourcing agreements (such as joint sales
agreements (“JSAs”) and shared services agreements (“SSAs”)). 2 Tribune is a broadcast
company that owns 42 television stations in 33 markets, cable network WGN America, digital
1
Newsmax is a party in interest who will suffer concrete, particularized harms as a direct result of the merger of
Sinclair and Tribune. As has been well established on the record, Newsmax, like other independent
programmers, will be injured by Sinclair’s immediate, increased leverage to demand higher license fees and demand
carriage of Sinclair’s wholly-owned cable channels, further reducing the limited channel capacity now available to
independent cable networks. See, e.g. Petition to Dismiss or Deny of Newsmax Media, MB Docket No. 17-179, at 3
(Aug. 7, 2017) (“August 2017 Newsmax Petition to Dismiss or Deny”).
2
1
multicast network Antenna TV, minority stakes in the TV Food Network, ThisTV,
CareerBuilder, and a variety of real estate assets. 3
The size and breadth of these companies has resulted in substantial overlap between them
and the combined ability to broadcast to many more people in the United States than permitted
under existing Commission rules and regulations. The Applicants have filed successive
installments of divestiture amendments in an attempt to bring this transaction into technical
compliance with the recently relaxed national cap and duopoly restrictions, the latest of which is
the subject of this public comment cycle. Even then, in its application for consent to the transfer
of Tribune’s 33 license subsidiaries to Sinclair, Sinclair and Tribune note that without
divestiture, the combined company would have an audience reach approximately 6.5 percent in
excess of the 39 percent cap imposed by the Commission’s national television ownership rule.
And this calculation is conservative, given that it is based on application of the UHF discount
that is currently the subject of an appeal in the D.C. Circuit. 4 Without this discount, the
combined company would almost 60 percent of the national audience, well in excess of the 39
percent level imposed by the FCC’s own rules. 5 Given the D.C. Circuit’s a high degree of
skepticism towards the propriety of the discount, the Commission should hold this proceeding in
abeyance until the Court rules in that proceeding. Otherwise, if the Court reverses or remands
the Commission’s action after the transaction has been approved and consummated, the
Applicants would have to unscramble it or find stations covering another 20 percent of the
3
Id. at 16
4
5
Sinclair Response to FCC Request for Information, Ex. 1 and 2, filed October 5, 2017; see 47 C.F.R. §
73.3555(e)(1)(prohibiting the transfer of a license for a commercial television broadcast station if the transfer will
result in the transferee having an attributable interest in television stations that reach greater than 39 percent of the
national audience.).
2
nation’s television households and seek authority to divest those stations, too, on top of the ones
whose divestiture is being proposed here.
But even if the UHF discount were to be sustained, the divestitures would not be enough
to bring the transaction below the 39 percent cap. This is because many of the proposed
divestitures do not appear to be at arm’s length, if they are genuine transfers at all. Sinclair’s
relationship with some of the proposed divestees, along with its history of using side car
agreements, suggests that the divestitures are a smokescreen. Indeed, the divestitures appear
intended to enable Sinclair to pretend to divest these stations while retaining control over them
through agreements, and continuing to extract revenue from the stations, in circumvention and
contravention of the FCC’s rules.
First, Sinclair’s proposed sale of two stations to Cunningham Broadcast Corporation is a
divestiture designed to circumvent the national ownership rules. It would provide Sinclair with a
seller over which Sinclair can exert control and for which ownership may in fact be attributable
to Sinclair. The Commission has already found that Sinclair has the ability to exercise control
over Cunningham. 6 An evidentiary hearing is expected to show that Sinclair continues to hold
control of Cunningham in violation with the FCC rules. Accordingly, the Form 314 Applications
submitted by the Applicants do not represent legitimate divestitures sufficient to comply with
47 CFR 73.3555(e).
Second, Sinclair’s divestiture of WGN-TV to WGN-TV LLC, a company formed only
recently that is controlled by a business associate of one of the directors and controlling
shareholders of Sinclair, represents another divestiture in name only and will again enable the
6
See In the Matter of Edwin L. Edwards Sr. (Transferor) and Carolyn C. Smith (Transferee) for Consent to the
Transfer of Control of Glencairn, Ltd., parent entity of Baltimore (WNUV-TV) Licensee, Inc. Licensee of Television
Station WNUV-TV, Baltimore, Md., et al., file No. BTCCT-19991116BEC, Memorandum Opinion and Order and
Notice of Apparent Liability, 16 FCC Rcd 22236 (2001) (“In the Matter of Edwards”).
3
controlling shareholders of Sinclair to exert control and obtain financial benefits from stations
they are claiming to divest.
Third, while the balance of the proposed divestitures does not immediately indicate an
attempt by Sinclair to circumvent the FCC’s rules, given Sinclair’s history of utilizing side car
agreements to control and obtain revenue from stations and that the terms of these divestitures
seem to be quite favorable to the purchasers, a hearing is necessary to examine these
transactions. By one count, the Applicants have withheld 274 separate agreements, schedules,
exhibits, and related documents from their 21 divestiture agreements. 7 These documents include
disclosure schedules to the asset purchase agreements, disclosure schedules on an option
agreement with Fox, a news share agreement, and a shared programming license agreement. 8
The Amendments and divestiture applications tell us little about the new station owners,
including who will manage the companies taking over the divested stations and whether those
persons have any experience in running a broadcast station. The Commission should verify that
there are no hidden or transitory arrangements that will be unraveled after a few years such that
Sinclair essentially will continue to derive economic and operational benefits from these stations.
II. Legal Standard
Sections 214(a) and 310(d) of the Communications Act require the Commission to
determine whether “the Applicants have demonstrated that the public interest would be served by
the proposed acquisition.” 9 The Commission’s analysis “encompasses an examination of [the
7
n.7 (May 24, 2018).
8
Id. at 3.
9
In the Matter of Applications for Consent to the Transfer of Control of Licenses & Section 214 Authorizations by
Time Warner Inc. & America Online, Inc., Transferors, to AOL Time Warner Inc., Transferee, CS Docket No. 00-
30, Mem. Op. & Order, 16 FCC Rcd 6547, 6554 ¶ 19 (2001)(“AOL/Time Warner Order”).
4
potential] anticompetitive effects [of the merger]” 10 as well as evaluation of “the potential impact
of the proposed transaction on the rules, policies, and objectives of the Communication Act.” 11
In evaluating transfer applications, the Commission employs “a balancing test weighing
any potential public interest harms of the proposed transaction against the potential public
interest benefits. The applicants bear the burden of proving by a preponderance of the evidence,
that the proposed transaction, on balance, will serve the public interest.” 12 If the Commission is
“unable to find that the proposed transaction serves the public interest, or if the record presents a
substantial or material question of fact, section 309(e) of the Act requires that [the Commission]
designate the application for hearing.” 13 Indeed, if a party challenging an application to transfer
control through a petition to deny provides “specific allegations of fact sufficient to show that . . .
a grant of the application would be prima facie inconsistent with [the public interest],” 14 which
the Commission finds to present “substantial and material question of fact” concerning whether
the grant of the application would serve the public interest “the Commission must formally
designate the application for a hearing” 15
Here, a hearing is necessary to resolve whether the proposed transaction conforms with
the Commission’s rules regarding ownership of more than one station in a DMA. Under the
10
Id. at 6550 at ¶ 4.
11
In the Matter of Applications of Comcast Corp., Gen. Elec. Co. & NBC Universal, Inc., MB Docket No. 10-56,
Mem. Op. & Order, 26 FCC Rcd 4238, 4248 ¶ 19 (2011)(“Comcast/NBC Universal Order”); see also AOL/Time
Warner Order at 6550 at ¶ 4. See also In the Matter of Applications of Level 3 Communications, Inc. and
CenturyLink, Inc. For Consent to Transfer Control of Licenses and Authorizations, WC Docket No. 16-403, Mem.
Op. & Order, 32 FCC Rcd 9581 ¶¶ 8-9 (2017).
12
In the Matter of SBC Commc’ns Inc. & AT&T Corp. Applications for Approval of Transfer of Control, WC
Docket No. 05-65, Mem. Op. & Order, 20 FCC Rcd 18290, 18300 ¶ 16 (2005) (“SBC/AT&T Order”); see also
Comcast/NBC Universal Order at 4247 ¶ 22; In the Matter of Applications filed by Global Crossing Ltd. And Level
3 Commc ’ns, Inc. for Consent to Transfer Control, IB Docket No. 11-78, Mem. Op. & Order & Declaratory Ruling,
26 FCC Rcd 14056, 14061 ¶ 10 (2011) (“Global Crossing/Level 3 Order”).
13
SBC/AT&T Order at 18301 ¶ 16 n. 63.
14
47 U.S.C. § 309(d)(1).
15
47 U.S.C. § 309(e).
5
Duopoly Rule any “entity may directly or indirectly own, operate, or control two television
stations licensed in the same DMA [only] if : (a) the “digital noise limited service contours of the
stations [] do not overlap;” or (b) at the time the application to acquire or construct the station(s)
is filed, at least one of the stations is not ranked among the top four stations in the DMA based
on Nielsen ratings (“Top-Four Prohibition”). 16 The Top-Four Prohibition does not apply where,
at the request of an applicant, the Commission concludes “that permitting an entity to directly or
indirectly own, operate, or control two television stations licensed in the same DMA would serve
the public interest, convenience, and necessity.” 17
In addition to this market-specific rule, the Commission also limits ownership on a
national level (“National Television Multiple Ownership Rule”). The FCC’s national television
ownership rule states that “[n]o license for a commercial television broadcast station shall be
granted, transferred or assigned to any party (including all parties under common control) if the
grant, transfer or assignment of such license would result in such party or any of its stockholders,
partners, members, officers or directors having a cognizable interest in television stations which
have an aggregate national audience reach exceeding thirty-nine (39) percent.” 18 Any person
exceeding the thirty-nine percent limitation must make divestitures sufficient to come into
compliance. 19
III. Sinclair’s Divestitures Are Insufficient To Remedy The Proposed Transaction’s

Violation Of The FCC’s Ownership Rules.
Sinclair recognizes that the proposed transaction places the company in violation of the
Duopoly Rule and the National Television Multiple Ownership Rule. Indeed, if the transaction
16
47 C.F.R. § 73.3555(b).
17
47 C.F.R. § 73.3555(b)(2).
18
47 C.F.R. § 73.3555(e).
19
47 C.F.R. § 73.3555(e).
6
were to go forward without any divestitures, it would result in a company that would reach
almost 60 percent of the national audience—nearly 20 percentage points above the 39 percent
limit. Sinclair manages to reduce this to 6.5 percent above the 39 percent limit only by relying
on the Commission’s Reconsideration Order that allows Sinclair to apply the UHF discount, 20 an
order that remains under review by the D.C. Circuit. 21 Uncertainty over whether the D.C. Circuit
will affirm the Commission’s Order is alone sufficient to justify delaying consideration of the
proposed transaction. However, even if the Commission is inclined to move forward in the face
of this judicial uncertainty, the public interest demands that it not simply approve a divesture
plan that raises a multitude of questions.
Sinclair proposes several divestitures to bring itself into compliance with the
Commission’s ownership rules. 22 Specifically, it has proposed the following transactions:
• Cunningham Broadcast Corporation will purchase KDAF-TV, Dallas, TX and

KIAH-TV, Houston, TX for $60 million; 23
• WGN-TV LLC will purchase WGN-TV, Chicago, IL for $60 million; 24
• Howard Stirk Holdings (“HSH”) will purchase KUNS-TV, Seattle, WA, KAUT-
TV, Oklahoma City, OK, and KMYU-TV, St. George, UT for $4.95 million; 25
• Place KNDL-TV and KPLR-TV in St. Louis, MO into the Sinclair Divestiture
Trust pending Department of Justice, Antitrust Division approval of the
divestiture of one of these stations; 26
20
21
Free Press, et. al v. F.C.C., et. al, DC Circuit Court of Appeals Case number 17-1129.
22
Broadcast Group for Consent to Transfer Control of License and Authorizations, MB Docket 17-719.
23
Jason Schwartz, Armstrong Williams got ‘sweetheart’ deal from Sinclair, Politico (June 13, 2018), available at
https://www.politico.com/story/2018/06/13/sinclair-broadcasting-armstrong-williams-642997 (“Schwartz, Williams
Got Sweetheart Deal”); Sinclair Amendment to Comprehensive Exhibit, April 24, 2018, at 22-23.
24
25
Broadcast Group for Consent to Transfer Control of License and Authorizations, MB Docket 17-719, April 24,
2018; Schwartz, Williams Got Sweetheart Deal.
7
• Fox Broadcasting Company will purchase KCPQ (TV), Seattle, WA, WSFL-TV,
Miami, FL, KDVR, Denver, CO, WJW (TV), Cleveland, OH, KTXL(TV),
Sacramento, CA, KSWB-TV, San Diego, CA, and KSTU, Salt Lake City, UT for
a total of $0.9 billion; 27 and
• Standard Media Group will purchase KOKH-TV, Oklahoma City, OK; WXLV-
TV, Greensboro, NC; WXMI(TV), Grand Rapids, MI; WRLH-TV, Richmond,
VA; KDSM-TV, Des Moines, IA; WPMT(TV), York, PA; WOLF, Wilkes Barre,
PA; WQMY, Wilkes Barre, PA; and WSWB, Wilkes Barre, PA for $441.7
million.28
The Commission should reject, or at least conduct full hearings, on this divestiture plan
because two of these transactions—the divestitures to Cunningham Broadcast Corporation and to
WGN-TV LLC—present substantial questions regarding whether Sinclair will actually surrender
control of the divested asset and represent “sidecar” divestitures undertaken solely to circumvent
the national ownership cap for which there is no public interest precedent.
A. The Commission Has Already Held That Sinclair Controls Cunningham,

Which The Companies’ Relationship Confirms
Part of Sinclair’s divestiture plan is to sell KDAF-TV, Dallas, TX and KIAH-TV,
Houston, TX to Cunningham. 29 These transactions will not result in a change of control of these
assets. The Commission has already found that Sinclair has the ability to exercise de facto
control over Cunningham. 30 In the Matter of Edwin L. Edwards and Carolyn Smith et. al, the
FCC ruled that Sinclair and Cunningham Broadcasting, then known as Glencairn, entered into
transactions that were not executed at arms-length, allowing Sinclair to exercise de facto control
over Cunningham. Specifically, the Commission reached this conclusion on several bases,
26
See Comprehensive Exhibit FCC Form 315 BTCCDT-20180514ABV.
27
Sinclair Amendment to Comprehensive Exhibit, April 24, 2018, at 22-23; Sinclair Enters Into Agreements to Sell
TV Stations Related to Closing Tribune Media Acquisition, PRNewswire, available at
https://www.prnewswire.com/news-releases/sinclair-enters-into-agreements-to-sell-tv-stations-related-to-closing-
tribune-media-acquisition-300635743.html (“PRNewswire, Sinclair Agrees To Sales”).
28
Sinclair Amendment to Comprehensive Exhibit, April 24, 2018, at 22-23; PRNewswire, Sinclair Agrees To Sales.
29
Sinclair Amendment to Comprehensive Exhibit, April 24, 2018, at 2.
30
In the Matter of Edwards at ¶ 23.
8
including the fact that Glencairn would obtain its stations at a small fraction of their value, which
the Commission found indicated “that it was Sinclair, and not Edwards, that made the decision as
to what stations Glencairn should acquire and at what price.” 31 The FCC chose not to enforce
stringent penalties against Sinclair and Glencairn only because it believed that it was not “likely
that such violations may continue in the future, particularly in light of Edwards’ departure and
the assumption of control of Glencairn by Carolyn Smith.” 32
The transaction now before the Commission shows that its hope was misguided.
Although Cunningham has changed its name from Glencairn, and the form of its ownership,
Sinclair still retains control over Cunningham. Cunningham used to be held by the estate of
Sinclair’s owners’ mother: “Up until January 2018, when [the stock was] purchased by an
unrelated party after receiving FCC approval, the voting stock of the Cunningham Stations was
owned by the estate of Carolyn C. Smith, the mother of [the] controlling shareholders” of
Sinclair. 33 This has made the ownership more complex but Cunningham is only superficially not
under Sinclair’s control. 34 Sinclair’s owners, or trusts in their children’s names, own all of the
non-voting shares in Cunningham. 35 The voting shares are ostensibly owned by Michael
Anderson, who joined Cunningham as the President and CEO in 2009 and purchased the voting
stock from Cunningham for a little over $400,000 in January 2018. 36 Sinclair’s controlling
31
Id. at ¶ 24.
32
Id. at ¶ 31.
33
34
See S. Derek Turner, Cease to Resist: How the FCC’s Failure to Enforce Its Rules Created a New Wave of Media
Consolidation, Free Press (Oct. 2013) at 4-5, 26-28, available at https://ecfsapi.fcc.gov/file/7520960125.pdf
(“Turner, Cease to Resist”).
35
The Smith family directly owns 4 percent of the non-voting stock while trusts in the name of Smith family’s
brothers hold the remaining 96 percent.
36
Sinclair 10-K, March 1, 2018, at F-39; See Turner, Cease to Resist at 27; Cunningham Broadcasting website,
‘About Us’ available at http://cunninghambroadcasting.com/team-member/michael-anderson-2/; see also Keach
9
shareholders—Carolyn Smith’s sons, David Smith, Frederick Smith, J. Duncan Smith, and
Robert Smith—each hold options to acquire Mr. Anderson’s voting shares such that they can
regain control of the company. These options are in addition to the ownership of all of
Cunningham’s non-voting shares. 37 Cunningham’s ownership structure is thus still tightly
connected to Sinclair’s ownership.
For this reason, it is no surprise that the divesture agreement does not reflect market
prices for the assets. Cunningham is purchasing KDAF (Dallas) and KIAH (Houston) for
substantially below what they are worth, even taking into account Sinclair’s position of needing
to divest the assets. Cunningham is purchasing these assets for a combined price of $60 million.
By contrast, in Sinclair’s divestiture with Meredith Corporation—an entity without any apparent
ties to Sinclair—Sinclair proposed to sell KPLR-TV in St. Louis to Meredith Corporation for
$65 million. KDAF and KIAH are similar to KPLR in terms of affiliation agreements and UHF
spectrum location. 38 Yet, with respect to the size of market, KDAF is in the 5th largest DMA
and KIAH is in the 7th largest DMA, while KPLR is in the 21st largest DMA. 39 Nevertheless,
despite the apparent greater value of the stations, Cunningham is paying for them as if they are
worth less than half of KPLR.
In addition to Sinclair’s continued de facto control over Cunningham, Sinclair’s control
of Cunningham is also reflected in the commercial relations between them in apparent violation
of the Commission’s Equity Plus Debt Standard. Sinclair has “jointly and severally,
Hagey, Sinclair Draws Scrutiny Over Growth Tactics, Wall Street Journal (Oct. 20, 2013), available at
https://www.wsj.com/articles/sinclair-draws-scrutiny-over-growth-tactic-1382321755?ns=prod/accounts-wsj
37
Sinclair 10-K, March 1, 2018, at F-39 to F-40; see Turner, Cease to Resist.
38
Sinclair Response to FCC Request For Information, Ex. 2, Response to Request 1; Sinclair Amendment to
Comprehensive Exhibit, filed April 24, 2018, at 12-13, Ex. F-2, Ex. J.
39
Id.
10
unconditionally and irrevocably guaranteed” $53.6 million of Cunningham debt. 40 This figure
appears to be before any possible financing arrangements Sinclair has further guaranteed as a
result of the Cunningham acquisitions in Houston and Dallas.
Under the attribution rules, the Commission will find a nonvoting interest in a license
holder attributable if the interest passes a two part test, known as the Equity Plus Debt Standard:
• The equity (including all stockholdings, whether voting or nonvoting, common or

preferred) and debt interest or interests, in the aggregate, exceed 33 percent of the
total asset value, defined as the aggregate of all equity plus all debt, of that media
outlet; and
• The interest holder also either (a) holds an interest in a broadcast licensee, cable
television system, newspaper, or other media outlet operating in the same market that
is subject to the broadcast multiple ownership or cross-ownership rules or (b) supplies
over fifteen percent of the total weekly broadcast programming hours of the station in
which the interest is held.
Since Sinclair has not revealed the financial position of Cunningham Broadcasting and
the specifics of Sinclair’s debt guarantees, it is impossible to know if Cunningham meets the first
prong of this test. Given the size of this guarantee, and the size of Cunningham, it is possible that
Sinclair controls more than 33 percent of Cunningham’s assets under the debt plus equity
standard, which would mean Sinclair has an attributable interest in the stations owned by
Sinclair. 41 The true nature of the financial positions of both companies is something that is only
likely to be revealed in an evidentiary hearing.
Moreover, Sinclair has a history of providing programming in excess of 15 hours per
month to stations owned by Cunningham Broadcasting. 42 Sinclair also provides services to
40
41
Cumulus Licensing LLC C/O Lewis J. Paper, Esq. Andrew S. Kersting, et. al, 21 FCC Rcd. 2998, 3000 (March 23,
2006)
42
Written Testimony of Matthew F. Wood, Policy Director, Free Pree and the Free Press Action Fund, before the
Congress of the United States House of Representations, Committee on Energy and Commerce, Subcommittee on
Communications and Technology regarding “Reauthorization of the Satellite Television Extension and Localism
Act,” on March 12, 2014, at 13, 14 n. 21, 17-18 available at
11
Cunningham-owned WNUV-TV, WMYA-TV, WTTE-TV, WRGT-TV and WVAH-TV
governed by a master agreement that expires on July 1, 2023 at the earliest, but provides for
extensions to July 1, 2033. 43 Additionally, Sinclair executed purchase agreements that give it the
right to acquire, and give Cunningham the right to force Sinclair to acquire, the license-related
assets of these stations from Cunningham, including 100 percent of the capital stock or the assets
of these individual subsidiaries of Cunningham. 44 This all goes to show that Sinclair is retaining
control of Cunningham even after the purported divestiture.
B. The Nature Of The Divestiture To WGN-TV LLC Suggests That Sinclair

Intends To Continue To Operate, Assert Control And Potentially Extract
Revenue From WGN-TV
WGN-TV, LLC, is a newly formed company headed by Steven Fader, the CEO of
Atlantic Automotive Corp (“Atlantic”), a holding company for MileOne Autogroup. 45 MileOne
Autogroup is a network of 40 auto dealerships in Maryland, Pennsylvania, Virginia and North
Carolina. 46 Steven Fader and David Smith, a director and controlling shareholder of Sinclair, are
business partners. 47 David Smith has a controlling interest in Atlantic Automotive and serves as
a member of its board. 48 Atlantic Automotive is also a Sinclair advertiser and tenant. 49
https://docs.house.gov/meetings/IF/IF16/20140312/101835/HHRG-113-IF16-Wstate-WoodM-20140312.pdf; S.
Derek Turner, Cease to Resist: How the FCC’s Failure to Enforce Its Rules Created a New Wave of Media
Consolidation, Free Press, October, 2013, at 4, 39 n. 85, available at https://ecfsapi.fcc.gov/file/7520960125.pdf
43
Sinclair Broadcast Group, Inc., 10-K, March 1, 2018.
44
Id.
45
Christopher Dinsmore et. al, Sinclair Broadcast, Tribune Media Announce Plans To Sell TV Stations To Move
Merger Forward, The Baltimore Sun (June 8, 2018), available at http://www.baltimoresun.com/business/bs-bz-
sinclair-tribune-sales-20180424-story.html (“Dinsmore, Moving Merger Plans Forward”).
46
Id.; Ben Munson, Sinclair Plans $60M Sale Of WGN-TV To Chairman’s Business Partner, FierceCable (Mar. 2,
2018), available at https://www.fiercecable.com/video/sinclair-plans-60m-sale-wgn-tv-to-chairman-s-business-
partner (“Munson, Sinclair $60M Sale Of WGN-TV”).
47
Munson, Sinclair $60M Sale Of WGN-TV.
48
Sinclair Broadcast Group, Inc., April 26, 2018, Proxy Statement.
49
10-K, March 1, 2018.
12
WGN-TV, LLC is purchasing WGN-TV from Sinclair for $60 million with an option for
Sinclair to buy it back after eight years. 50 Moreover, at closing, Sinclair will enter into a JSA,
SSA, and Option with respect to station WGN-TV. 51 With a “brand like WGN in the nation’s
third-biggest media market,” WGN-TV LLC should have paid a minimum of $100 million or
$150 million. 52 Even the terms of the sidecar arrangements are financially favorable to
Sinclair. 53 Moreover, outside experts agree that the sidecar agreements give Sinclair leverage in
negotiating fees that cable companies pay to carry their stations, as well as fees Sinclair pays
networks for their affiliations. 54
Sinclair’s proposed transaction with WGN-TV LLC will thus provide Sinclair continued
control over WGN-TV and allow it to retain many of the financial benefits of owning and
operating the station. And again, without detailed information about the financial position of
WGN-TV LLC and any debt guarantees made by Sinclair, it is impossible to determine if this
divestiture is permitted under the Equity Plus Debt rule.
C. Option Agreements Further Confirm Sinclair's De Facto Control Over

Cunningham Broadcasting and WGN TV LLC
As referenced earlier, all of divestitures to Sinclair-affiliated companies include option
purchase agreements that provide Sinclair the right to reacquire the divested assets. While not
illegal per se, the terms of the agreement illustrate the influence Sinclair exercises with
Cunningham Broadcasting and WGN TV LLC.
50
51
Sinclair Amendment to Comprehensive Exhibit, at 20 n. 72, April 24, 2018; Dinsmore, Moving Merger Plans
Forward; see also Schwartz, Williams Got Sweetheart Deal.
52
Id.
53
Id.
54
Id.
13
The option agreements undermine any claim, as has been made, that the fire sale prices at
which Sinclair is selling the divested assets is the result of “good negotiating.” 55 Each
divestiture includes a provision allowing Sinclair to reacquire the stations at a substantially
similar price for a period of up to 48 years. 56 And while Sinclair can freely assign its option
rights, the grantors (Cunningham and WGN TV LLC) need Sinclair’s consent to assign their
option rights. 57 Moreover, Sinclair’s option survives assignment of the assets or a merger or
consolidation of the grantees. 58
No arms-length transaction would provide the seller an option to buy back the sold assets,
at a substantially similar price, for nearly half a century. This illustrates that the divestitures are
sham transactions in which Cunningham and WGN TV LLC are merely warehouses for licenses
Sinclair is not legally able to own. It is clear that Sinclair made the decisions as to what stations
these firms would buy, the terms on which they would buy them, and at what price. This is a
clear violation of the Commission’s decision in Edwards and as a result, the stations should be
attributable under 47 CFR 73.3555(e).
IV. Conclusion
The foregoing demonstrates that there are, at minimum, serious questions about whether
the proposed divestitures are truly arms-length transactions that will divest Sinclair of the assets
at issue. Moreover, given Sinclair’s history of utilizing side car agreements to control and obtain
revenue from stations and the favorable terms purchasers are receiving for the divestitures, the
55
Schwartz, Williams Got Sweetheart Deal (reporting the owner of one entity Sinclair is being divested to, Mr.
Williams of Howard Stirk Holdings, stating “I know I got a good deal…I’m a tremendous negotiator. I’m like
Donald Trump; I know how to negotiate.”).
56
Option Agreement, between Sinclar and WGN TV, LLC, at ¶ 2 (providing for an initial eight year term that can
be renewed, at Sinclair’s option, five times), available at https://licensing.fcc.gov/cdbs/CDBS_Attachment/
getattachment.jsp?appn=101783802&qnum=5040&copynum=1&exhcnum=5.
57
Id. at ¶ 9.
58
Id. at ¶ 10.
14
Commission should closely review the terms of those agreements to guarantee that they are not
designed solely to circumvent the Commission’s rules. This is particularly true given Sinclair’s
decision to withhold a great amount of information about the divestitures. It has not identified
which of the stations it will place in trust. 59 Moreover, by one count, the Sinclair has withheld
274 separate agreements, schedules, exhibits, and related documents from their 21 divestiture
agreements. 60 Consequently, there remain substantial questions to be resolved before the
Commission can make a public interest determination.
For these reasons, Newsmax respectfully urges the Commission to deny the petition to
transfer licenses or, at minimum, to designate the above-referenced applications for divestiture
by Sinclair for an evidentiary hearing and, upon any finding inconsistent with 47 CFR 73.3555,
deny the application for consent to transfer control of licenses and authorizations in the above
captioned proceeding between Sinclair Broadcast Group and Tribune Media Company.
/s/ Jonathan D. Schiller

New York, NY 10022
(212) 446-2300
59
Sinclair Broadcast Group, Inc. and Tribune Media Company, February 2018 Amendment to June Comprehensive
Exhibit at 32 (Feb. 20, 2018) (“By the time the parties are ready to close the Transaction, they will have decided
which Stations to place in the Trust.”). Sinclair Broadcast Group, Inc. and Tribune Media Company, May 2018
Amendment to June Comprehensive Exhibit (May 14, 2018). The Applicants have filed applications to send KDNL
and KPLR to the Sinclair Divestiture Trust. Sinclair intends to only divest one of the two stations but has not
specified which one it will keep. The station Sinclair keeps will form a Top-4 duopoly along with KTVI. Id. at 2.
60
n.7 (May 24, 2018).
15
Robert M. Cooper
(202) 237-2727
Counsel for Newsmax Media Inc.
16
DECLARATION
The foregoing Petition to Deny has been prepared using facts of which I have personal
knowledge or upon information that has been provided to me. I declare under penalty of perjury
that the foregoing is true and correct to the best of my information, knowledge, and belief.
Executed June 20, 2018

Jonathan Schiller
Counsel to Newsmax Media Inc.
I, Jonathan Schiller, hereby certify that on June 20, 2018, a true and correct copy of the
foregoing Petition to Deny was filed with the Federal Communications Commission and copies
were served by e-mail upon the following:

One City Center 850 Tenth Street, NW 1200 Seventeenth Street, NW
Washington, D.C. 20001 Washington, DC 20036
mrosenstein@cov.com miles.mason@pillsburylaw.com

Jeremy Miller
445 12th Street, SW

Jonathan Schiller
June 20, 2018

Before the
In the Matter of )
)
and Sinclair Broadcast Group for Consent )
to Transfer Control of Licenses and )
Authorizations
PETITION TO DENY
The American Cable Association hereby submits this Petition to Deny in
response to recent amendments filed by Sinclair Broadcast Group, Inc. (“Sinclair”) in
support of its proposed acquisition of Tribune Media Company (“Tribune”).1 We
continue to object to the proposed transaction for many of the reasons specified in our
initial petition to deny,2 including:
1 Media Bureau Establishes Consolidated Pleading Cycle for Amendments to the June 26,
2017, Applications to Transfer Control of Tribune Media Company to Sinclair Broadcast
Group, Inc., Related New Divestiture Applications, and Top-Four Showings in Two Markets,
Public Notice, DA 18-530, MB Docket No. 17-179 (rel. May 21, 2018) (“May Public Notice”).
As specified therein, we submit this Petition to Deny in response to each of the applications,
and corresponding with each of the file numbers, listed in the May Public Notice. Pursuant
to the instructions in the May Public Notice, and after consultation with Commission staff, we
are filing this Petition in MB Docket No. 17-179, and will serve counsel for each of Sinclair,
Tribune, and the divestiture applicants.
2 Petition to Deny of American Cable Association, MB Docket No. 17-179 (filed Aug. 7, 2017)
(“ACA Petition”); Applications of Tribune Media Co. and Sinclair Broadcast Group, Inc. for
Consent to Transfer Control of Licenses and Authorizations, MB Docket No. 17-179, May
Applicants have failed to provide sufficient information for the Commission to
engage in the necessary analysis, including any meaningful analysis with respect
to retransmission consent.3
Applicants would gain additional leverage in local markets, enabling them to raise
Applicants would gain substantial new national leverage, enabling them to raise
ACA also supports, and hereby incorporates by reference, the Comments filed today by
the American Television Alliance, of which ACA is a member and which we helped
draft.6 ATVA’s comments stated:
The Commission may not lawfully ignore retransmission consent, either with
respect to the transaction generally or with respect to Applicants’ “top-four”
showings in St. Louis and Indianapolis specifically.
14, 2018 Amendment to Comprehensive Exhibit (filed May 14, 2018) (“May Amendment”).
The May Amendment represents Applicants’ fourth such change to its original application.
Applications of Tribune Media Co. and Sinclair Broadcast Group, Inc. for Consent to
Transfer Control of Licenses and Authorizations, MB Docket No. 17-179, Amendment to
June Comprehensive Exhibit (filed April 24, 2018) (“April Amendment”); Applications of
Tribune Media Co. and Sinclair Broadcasting Group, Inc. for Consent to Transfer Control of
Licenses and Authorizations, MB Docket No. 17-179, Amendment to June Comprehensive
Exhibit (filed March 8, 2018); Applications of Tribune Media Co. and Sinclair Broadcast
Group, Inc. for Consent to Transfer Control of Licenses and Authorizations, MB Docket No.
17-179, Amendment to June Comprehensive Exhibit (filed Feb. 20, 2018).
3 ACA Petition at 9.
4 Id. at 10-18.
5 Id. at 18-20.
6 See Comments of the American Television Alliance, MB Docket No. 17-179 (filed June 20,
2018).
2
Applicants have failed to demonstrate that retransmission consent harms—which
the Commission has already determined will occur generally when parties
combine two top-four stations in a market—will not occur in St. Louis and
Indianapolis.
Applicants have failed to demonstrate that claimed benefits of top-four
combinations in St. Louis and Indianapolis will outweigh retransmission consent-
related harms.
We write separately to emphasize two additional issues. First, the divestiture
applicants have not even attempted to show that their proposed divestitures serve the
public interest. Second, to the extent the Commission permits divestitures to occur
“immediately after closing,” it should require Sinclair and any purchasers to agree that
Sinclair does not “acquire” or “obtain control of” the stations to be divested. That
clarification is necessary because Sinclair’s retransmission consent agreements contain
“after-acquired-station clauses,” which automatically raise retransmission consent fees
for any station that Sinclair acquires. Without such a clarification, the purchasers of
stations divested by Sinclair might attempt to raise prices under these after-acquired-
station clauses, thereby undermining the purposes of the divestiture.
I. DIVESTITURE APPLICANTS HAVE FAILED TO DEMONSTRATE THAT THE

DIVESTITURES WOULD SERVE THE PUBLIC INTEREST.
Under Section 310(d) of the Communications Act, no broadcast license may be
transferred or assigned unless the Commission first finds that the transfer or
assignment would serve “the public interest, convenience, and necessity.”7 This
7 47 U.S.C. § 310(d); AT&T Inc. and DIRECTV, 30 FCC Rcd. 9131, ¶ 2 (2015) (“AT&T and
DIRECTV”).
3
requirement obviously applies to all transfers and assignments—including proposals for
divestiture meant to bring a separate transaction into compliance with Commission rules
and antitrust obligations. While it is easy to think of these as merely “divestiture
applications,” they themselves contemplate substantial changes to the disposition of
Commission licenses, and raise their own public interest issues. One set of
divestitures—those to Fox—will allow a national network that also owns numerous
related assets to expand its television station portfolio substantially.8
Here, however, none of the divestiture applications contain any demonstration
with respect to the public interest. Rather, all of them—including transfers to Fox,
Howard Stirk, and Cunningham Broadcasting—contain statements substantially similar
to this one:
The instant application is one of a number of applications (“Applications”) being
filed contemporaneously herewith seeking Commission consent to assign the
stations listed below from subsidiaries of Tribune Media Company (“Tribune”) to
Fox Television Stations, LLC (“FTS”) immediately prior to the consummation of
the pending merger (the “Merger Transaction”) of Sinclair Broadcast Group, Inc.
(“Sinclair”) and Tribune. Applications with respect to the Merger Transaction were
filed on June 26, 2017. 9
8 Of course, the growth of network owned and operated stations raises particular issues as
they relate to network-affiliate relations. See, e.g., Comments of the ABC Television
Affiliates Association et. al, MB Docket No. 17-318 (filed Mar. 19, 2018).
9 See, e.g., BALCDT- 20180514ABF Exhibit 5, available at https://licensing.fcc.gov/cgi-
bin/ws.exe/prod/cdbs/forms/prod/cdbsmenu.hts?context=25&appn=101784222&formid=314
&fac_num=22215.
4
In considering license transfers, the Commission weighs claimed benefits of the
proposed transfer against any potential public interest harms.10 Since divestiture
applicants have submitted no evidence of public interest benefits, the Commission must
reject the divestitures upon finding of any harm.
And there is good reason to think that the divestiture transactions will themselves
cause harm. For example, the divestitures of stations to Fox will make Fox larger
nationally. Fox’s reach will grow from 37 percent of homes to 46 percent (not counting
the UHF discount).11 After the transaction, Fox will cover 19 of the top 20 local markets
in the U.S.12 This dramatically increased national reach, in turn, will give Fox even more
leverage to raise retransmission consent prices than it has today—just as the “principal”
transaction will give Sinclair even more leverage than it has today. Just as the
Commission will have to consider whether Sinclair’s increased national reach will lead
to higher prices, it must consider whether Fox’s increased national reach will likewise
lead to higher prices. In Fox’s case, the leverage will prove especially harmful because
it would give Fox new combinations of network affiliates and Regional Sports Networks
in Miami, Cleveland, and San Diego.13 By any measure, then a stand-alone Sinclair-
10 E.g., Media General, Inc. and Nexstar Media Grp., Inc., 32 FCC Rcd. 183, ¶ 19 (2017).
11 Reuters Staff, Fox to Buy Seven TV Stations from Sinclair for About $910 Million, Reuters
(May 9, 2018, 8:20 AM), https://www.reuters.com/article/us-tribune-media-m-a-sinclair-
ma/fox-to-buy-seven-tv-stations-from-sinclair-for-about-910-million-idUSKBN1IA1SH.
12 Emily Price, Fox is Buying 7 Sinclair-Owned Television Stations for $910 Million, Fortune
(May 9, 2018), http://fortune.com/2018/05/09/fox-buying-sinclair-stations/.
13 Fox may or may not divest its RSNs to Disney, Comcast/NBCU, or a third party. As the
Commission found in Comcast-NBCU, the combination of broadcast and RSN assets can
enable an integrated entity to raise prices. Comcast Corp., Gen. Elec. Co. & NBC Universal,
Inc., 26 FCC. Rcd. 4238, ¶ 138 (2011) (“We conclude that commenters have raised a
legitimate concern about the effect the combination of Comcast's RSNs and the NBC O&O
stations will have on carriage prices for both of those networks.”).
5
Fox “divestiture” is a transaction that deserves attention commensurate with the review
given to other major broadcast transactions, such as Nexstar-Media General, Gannett-
Belo, and Tribune-Local TV, as the transaction could be compared to those
transactions.14
II. THE COMMISSION SHOULD CONFIRM THAT SINCLAIR WILL NOT

“ACQUIRE” TRIBUNE STATIONS TO BE DIVESTED.
Sinclair has suggested that certain divestitures of Tribune stations will occur
“immediately after” closing.15 The Commission should either require Sinclair to commit
as a condition of approval that it will not “acquire” or obtain “control” of such stations or it
should deny the transaction. Otherwise, Sinclair would be able to activate its after-
acquired clauses for stations that it is supposed to be divesting. As described in earlier
correspondence,16 here’s how such “laundering” could work:
Suppose that SmallTown Cable Company carries Tribune Station A for $1.00 per
month. Suppose further that SmallTown Cable also carries a Sinclair Station B
for $2.00 per month.
Now suppose that SmallTown Cable’s agreement with Sinclair contains an “after-
acquired station” clause so that it applies to any station Sinclair purchases.
Suppose Tribune Station A transferred to Divestiture Buyer “immediately after

consummation of the transaction.” Sinclair could argue that it “acquired” Tribune
Station A during the very short intermediate period. In such case, the after-
acquired station clauses would apply—meaning that the station’s rate would
increase from $1.00 to $2.00.
14 See, e.g., Media Gen., Inc. and Nexstar Media Grp., Inc., 32 FCC Rcd. 183 (2017); Belo
Corp. and Gannett Co., Inc., 28 FCC Rcd. 16867 (2013); Local TV Holdings, LLC and
Tribune Broad. Co. II, LLC, 28 FCC Rcd. 16850 (2013).
15 See May Amendment at 6 n.16 (“Stations marked with a * will be divested immediately after
consummation of the Transaction. Stations marked with a ** will be divested immediately
prior to consummation of the Transaction.”);
16 See Letter from Ross Lieberman to Marlene Dortch, MB Docket Nos. 17-179 et al., at 1-2
(filed Mar. 12, 2017).
6
If Divestiture Buyer assumes Station A’s contracts, and no other contract
between SmallTown Cable and Divestiture Buyer governs, then SmallTown
Cable would pay $2.00 going forward, instead of the $1.00 it would have paid
had Divestiture Buyer obtained the station immediately before closing.
Of course, Sinclair itself would not obtain higher retransmission consent rates
under this scenario, so one might question its incentive to argue that it had acquired
Tribune Station A. Yet Tribune Station A is more valuable to Divestiture Buyer at the
“Sinclair rate” than at the “Tribune rate,” and Sinclair may have accounted for this
additional value in setting the station’s divestiture price. Alternatively, Sinclair may
contemplate ongoing involvement in retransmission consent for Station A going forward,
for which a higher “entry price” would presumably constitute an advantage—especially
if, as appears to be the case, Sinclair’s management fee depends on the “divested”
station’s retransmission consent fees.17 In light of our concerns with the documents
17 As discussed in ATVA’s comments, the Joint Sales Agreement and Shared Services
Agreements between Sinclair and Armstrong gives Armstrong nominal control of
retransmission consent. Sinclair’s management fee, however, depends on Armstrong’s
retransmission consent fees—strongly suggesting that Sinclair at a minimum possesses
information about Armstrong’s retransmission consent negotiations in violation of the
prohibition on joint ownership rules. Joint Sales Agreement, available at
m=5040&copynum=1&exhcnum=2 (“Armstrong Form JSA”); (requiring station to elect
retransmission consent); Shared Services Agreement, available at
m=5040&copynum=1&exhcnum=3 (“Armstrong Form of SSA”) (“Station Licensee shall
retain the authority (a) to make elections for must-carry or retransmission consent status, as
permitted under the FCC Rules, and (b) to negotiate, execute, and deliver retransmission
consent agreements with cable, satellite, and other multichannel video providers (“MVPDs”)
for which Station Licensee has provided timely notice of its election of retransmission
consent.”); Id. Schedule A ¶ 3 (incorporating by reference JSA Schedule 3.1); Armstrong
Form JSA Schedule 3.1, ¶ 1. (“Net Sales Revenue. For purposes of this Agreement, the
term ‘Net Sales Revenue’ means (i) all gross revenue received by Sales Agent or Station
Licensee for all Advertisements, less agency, buying service or other sales commissions
paid to or withheld by an advertiser, agency or service, as the case may be, (ii) any network
compensation or other similar payments (net of any expenses for reverse retransmission
payments other expenditures paid by Station Licensee or otherwise paid in respect of the
7
Sinclair has submitted, we continue to urge the Commission to require Applicants to
submit all documentation related to the divestiture applications, since Sinclair appears
to have unilaterally determined not to provide such documents.18
Longstanding Commission precedent states that Sinclair does not obtain
“control” of a station for purposes of the Communications Act through the kind of
“essentially instantaneous” transaction contemplated here.19 Yet this Commission
precedent may not stop Sinclair or a divestiture party from claiming otherwise to smaller
cable operators that may not have resources with which to dispute the point with
Sinclair in court. The Commission should either clarify that Sinclair does not “acquire”
or obtain “control” of Tribune divestiture stations for all purposes, or, if Sinclair is
unwilling to concede the point, deny the transactions on this basis.
Station pursuant to applicable network agreements) made to Station Licensee or otherwise

paid in respect of the Station or its programming, (iii) any retransmission fees or other similar
payments (net of any expenditures paid pursuant to applicable retransmission consent
agreements and/or OTT agreements) made to Station Licensee or otherwise paid in respect
of the Station or its programming or other payments made to Station Licensee pursuant to
any retransmission consent agreements and (iv) any other amounts designated for inclusion
in the calculation of Net Sales Revenue pursuant to the terms and subject to the conditions
of this Agreement.”).
18 See Letter from Ross Lieberman to Marlene Dortch, MB Docket No. 17-179 (filed May 24,
2018).
19 See, e.g., John H. Phipps, Inc. (Assignor) and WCTV Licensee Corp. (Assignee), 11 FCC
Rcd. 13053, ¶ 9 (1996) (permitting non-substantive “essentially instantaneous” transfers to
complete complex transactions).
8
AMERICAN CABLE ASSOCIATION
By:
Matthew M. Polka Ross J. Lieberman

President and CEO Senior Vice President of Government
American Cable Association Affairs
875 Greentree Road American Cable Association
Seven Parkway Center, Suite 755 2415 39th Place, NW
Pittsburgh, Pennsylvania 15220 Washington, DC 20007
(412) 922-8300 (202) 494-5661
June 20, 2018
9
Certificate of Service
I, Ross Lieberman, hereby certify that on this day, true and correct copies of the
foregoing Petition to Deny were sent by electronic mail (where indicated with an
asterisk) and first-class mail to the following:


Ste 890 1200 17th St, NW

Washington, DC 20001 Attorney for Sinclair Broadcast Group,
Attorney for Tribune Media Company Inc.

Jeremy Miller*
445 12th Street, SW
Ross Lieberman
June 20, 2018
Before the
In the Matter of

Authorizations


(202) 333-8667 (202) 730-1300
Counsel for the
June 20, 2018

SUMMARY
Nearly a year after it first proposed to acquire Tribune, Sinclair has submitted its fourth
amendment to its original application. This one seeks to demonstrate that the new combination
of “top-four” stations in St. Louis and the continuation of a recent such combination in
Indianapolis will serve the public interest. It does not come close to doing so. It neither
addresses the impact of retransmission consent fees on consumers nor demonstrates that any
benefits arising from the duopolies will outweigh the harms created by the transaction.
Both traditional and new legal standards govern the Commission’s review here. Section
310(d) requires the Commission to balance the harms of a proposed transaction (including retail
price increases) against claimed benefits. The new “case-by-case” exception to the local media
ownership rules requires a similar balancing of the harms of the proposed duopoly against the
claimed benefits of that duopoly—again, including retransmission consent and the potential for
retail price increases. And as always, the Administrative Procedure Act (“APA”) requires the
Commission to provide a reasoned explanation before abandoning prior findings.
Taken together, these standards mean that the Commission cannot lawfully ignore
retransmission consent-related harm to consumers in this proceeding. The Commission
previously found that top-four duopolies lead to higher consumer prices (and did not abandon
that finding when it amended its local media ownership rule last fall). New evidence in this
proceeding confirms that prior finding. Logically, then, Applicants can succeed here only if (1)
they can demonstrate that retransmission consent harms do not exist with respect to the particular
duopolies they seek (or that conditions would ameliorate such harms); or (2) they can
demonstrate that the benefits of these particular duopolies outweigh the harms. They have done
neither:
i
Applicants have failed to even address the issue of retransmission consent fees,
notwithstanding the Commission’s explicit suggestion that they do so. Here, they focus
solely on questions of ratings and overall revenues—while earlier, they even suggested
that price increases are a good thing. This is a remarkable omission where
retransmission-consent and other distribution revenues now account for between 45 and
50 percent of Sinclair’s revenue.
Applicants have failed to show that their asserted benefits will outweigh retransmission
consent-related harms. Indeed, these claimed benefits are not even cognizable under the
Commission’s transaction precedent because they are neither transaction-specific nor
verifiable. They are simply promises that, if given duopolies, Sinclair will increase local
news coverage post-merger. The Commission should not rely on such vague promises
from a party that has become notorious for its efforts to make local news less local.
We are also concerned that Sinclair will maintain influence over stations it purports to
divest—including the possibility that they may unlawfully conduct or influence joint
retransmission consent negotiations. We are particularly concerned on this score in light of
Sinclair’s demonstrated and repeated abuses related to “sidecars” and its apparent withholding of
key materials in this proceeding. The Commission should ensure that it and the public can
review all of the arrangements between Sinclair and the divestiture parties that exist now, as well
as any the parties enter into after closing. It should also consider prohibiting such sidecar
arrangements, as the Department of Justice did when Nexstar and Media General divested
stations, or at a minimum ensuring that those arrangements reflect genuine divestitures.
ii
TABLE OF CONTENTS
I. Legal Standard ......................................................................................................................... 3
II. The Commission Cannot Ignore The Transaction’s Effect on Consumer Prices.................... 6
The Commission Has Already Determined that Top-Four Duopolies Cause Harms. ..... 7
Additional Evidence Submitted in This Proceeding Confirms the Harms Caused
by Duopolies. ................................................................................................................... 9
III. Applicants Fail to Show That the Duopolies They Seek Will Not Increase Consumer
Prices. .................................................................................................................................... 11
IV. Applicants Have Not Demonstrated That the Benefits of This Transaction Will
Outweigh the Harms. ............................................................................................................. 13
V. Sinclair Should Not Be Allowed to Circumvent the Commission’s Local Ownership Rules
and its Prohibition on Joint Retransmission Consent Negotiations. ..................................... 18
Before the
In the Matter of

Authorizations

The American Television Alliance (“ATVA”) hereby provides its comments on Sinclair
Broadcast Group, Inc.’s (“Sinclair’s”) latest amendment to its proposed acquisition of Tribune
Media Company (“Tribune”).1 Sinclair originally proposed to create numerous “top-four
1
Media Bureau Establishes Consolidated Pleading Cycle for Amendments to the June 26, 2017,
Applications to Transfer Control of Tribune Media Company to Sinclair Broadcast Group, Inc.,
Related New Divestiture Applications, and Top-Four Showings in Two Markets, Public Notice, DA
18-530, MB Docket No. 17-179 (rel. May 21, 2018) (“May Public Notice”). As specified therein, we
submit these comments in connection with each of the transfer applications listed in the Public
Notice. See Applications of Tribune Media Co. and Sinclair Broadcast Group, Inc. for Consent to
Transfer Control of Licenses and Authorizations, MB Docket No. 17-179, May 14, 2018 Amendment
to Comprehensive Exhibit (filed May 14, 2018) (“May Amendment”). As the May Public Notice
sets forth, “this proceeding involves multiple transactions in multiple markets and requires, inter alia,
coordinated timing to effectuate divestures of certain stations,” so “consolidated processing of these
applications will result in administrative efficiency and ensure a comprehensive record in this
proceeding.” May Public Notice at 1-2. The May Amendment represents Applicants’ fourth such
change to its original application. Applications of Tribune Media Co. and Sinclair Broadcast Group,
Inc. for Consent to Transfer Control of Licenses and Authorizations, MB Docket No. 17-179,
Amendment to June Comprehensive Exhibit (filed April 24, 2018) (“April Amendment”);
Applications of Tribune Media Co. and Sinclair Broadcasting Group, Inc. for Consent to Transfer
Control of Licenses and Authorizations, MB Docket No. 17-179, Amendment to June Comprehensive
Exhibit (filed March 8, 2018); Applications of Tribune Media Co. and Sinclair Broadcast Group, Inc.
duopolies.”2 Now, however, it seeks to create a new one in St. Louis3 and to extend one that
Tribune recently created in Indianapolis.4 Applicants’ May Amendment thus purports to contain
for Consent to Transfer Control of Licenses and Authorizations, MB Docket No. 17-179, Amendment
to June Comprehensive Exhibit (filed Feb. 20, 2018).
2
By “top-four duopolies,” we refer to ownership of two or more top-four, full power, overlapping
stations specifically prohibited by the Commission’s local ownership rules without a special showing.
47 C.F.R. § 73.3555. More broadly, we refer to combinations of the “Big Four” networks (ABC,
CBS, NBC, and FOX) within a single market—whether or not they fall within the specific
prohibition—as “Big Four combinations.” The Commission’s rules permit broadcasters to obtain
Big-Four combinations through acquisition of low power stations, through multicast arrangements,
through network affiliation changes, or through combinations that do not involve a top-four rated
station.
3
Applicants hope to combine the ABC affiliate with a FOX affiliate in St. Louis if permitted to do so
by the Department of Justice. See May Amendment at 1. They nonetheless maintain that they need
not make a top-four showing. This, they argue, is because the ABC affiliate was the fifth ranked
station in the market when the Applications were originally filed. April Amendment at 12. Of
course, the only reason why the ABC affiliate was ranked so low is because it was an independent
station for many years, and only recently became affiliated with the ABC network. And, to the extent
the various amendments filed in this proceeding constitute “major” amendments, Amendment of Parts
1 and 21 of the Commission’s Rules and Regulations Applicable to the Domestic Public Radio
Services (Other than Maritime Mobile), 60 F.C.C.2d 549, ¶ 6 (1976) (“[W]e consider an application
which is amended by a major amendment to be so changed as to be the equivalent of a newly filed
application.”), the appropriate date to consider would be the date the amendment was filed. 47 C.F.R.
§ 73.3555(b)(1)(i) (generally prohibiting combinations where, “[a]t the time the application to acquire
or construct the station(s) is filed, at least one of the stations is not ranked among the top four stations
in the DMA, based on the most recent all-day (9 a.m.-midnight) audience share, as measured by
Nielsen Media Research or by any comparable professional, accepted audience ratings service.”).
When the April Amendment was filed, the ABC affiliate had regained its place in the top four. April
Amendment at 2 n.7 (noting that two St. Louis stations, an ABC affiliate and a CW affiliate, have
switched rankings between the time the original application was filed and the time the April
Amendment was filed). Regardless, applicants have purported to make a top-four showing, which we
believe concedes the point that the Commission should not approve the proposed duopoly if the
showing turns out insufficient.
4
Tribune already controls WTTV, the CBS affiliate, and WXIN, the FOX affiliate. The combination
became a duopoly in 2015, when WTTV changed its affiliation from CW to CBS. April Amendment
at 5 n. 19. As Applicants concede, the Commission’s rules generally prohibit Sinclair from acquiring
this duopoly. See 47 C.F.R. § 73.3555(b)(1)(i) (permitting multiple ownership if, “at the time the
application to acquire or construct the station(s) is filed,” the requisite conditions exist). When the
Commission has granted the approval of existing duopolies, it has done so by granting a six-month
waiver, during which the company is required to divest its interest in one of the stations causing the
violation of the local television ownership rule. Clear Channel Broad. Licenses, Inc., Citicasters Co.
Cent. NY News, Inc., CCB Texas Licenses, L.P., Capstar Tx Ltd. P’ship Bel Meade Broad. Co., Inc.,
Ackerley Broad. Operations, LLC, Ackerley Broad. Fresno, LLC & Newport Television LLC, 22 FCC
Rcd. 21196, ¶ 21 (2007). Moreover, as discussed in more detail in Part III, the fact that Tribune could
2
a “top-four showing,” as discussed in last year’s Local Ownership Reconsideration for both
markets.5 Yet Applicants have failed to demonstrate that the benefits of these two top-four
duopolies will outweigh the acknowledged harms. The Commission should reject Applicants’
requests.
I. LEGAL STANDARD
This proceeding represents the first opportunity for the Commission to undertake the
“case-by-case” review for top-four duopolies that it announced in its Local Ownership
Reconsideration last year.6 In any such review, a combination of familiar and new legal
standards governs the Commission’s review.
The Commission’s General Transaction Review Standard. Under the Communications
Act, the Commission will approve a proposed license transfer only if it first concludes that the
transfer will serve “the public interest, convenience, and necessity.”7 In this review, the
Commission “employs a balancing process, weighing any potential public interest benefits of the
proposed transaction against any potential public interest harms.”8 Applicants, not opponents,
create a top-four duopoly without seeking Commission approval provides evidence of how the parties
might seek to circumvent their divestitures.
5
2014 Quadrennial Regulatory Review — Review of the Commission's Broadcast Ownership Rules &
Other Rules Adopted Pursuant to Section 202 of the Telecommunications Act of 1996, et al., 32 FCC
Rcd. 9802 (2017) (“Local Ownership Reconsideration”). In St. Louis, ATVA objects primarily to
joint ownership of KDNL-TV (ABC) and KTVI (Fox).
6
The Commission is simultaneously considering a similar showing submitted by Gray Broadcasting.
See Public Notice, Media Bureau Seeks Comment on Top-four Showing In, and Extends Petition to
Deny Date for, Application to Assign Stations from Red River Broadcast Co., LLC to Gray Television
Licensee, LLC, Public Notice, DA 18-596 (rel. June 7, 2018).
7
47 U.S.C. § 310(d); AT&T Inc. and DIRECTV, 30 FCC Rcd. 9131, ¶ 2 (2015) (“AT&T-DIRECTV”).
8
Media General, Inc. and Nexstar Media Grp., Inc., 32 FCC Rcd. 183, ¶ 19 (2017).
3
bear the burden of demonstrating that the proposed transaction serves the public interest.9 The
Commission’s analysis is “informed by, but not limited to” merger analysis under the Clayton
Act, in which the government may seek to enjoin a merger that “substantially lessen[s]
competition.”10 Whether a transaction will create or enhance pricing power, leading to consumer
price increases and related harms, ranks among the foremost “public interest harms” of concern
to the Commission.11 Likewise, a powerful public interest benefit is the possibility that the
transaction will decrease retail prices.12 The Commission has not hesitated to reject or place
conditions on transactions where retransmission consent-related harms outweighed claimed
benefits.13
9
E.g., AT&T-DIRECTV ¶ 18 (“The Applicants bear the burden of proving, by a preponderance of the
evidence, that the proposed transaction, on balance, serves the public interest.”).
10
Id. ¶¶ 20-21 (citing 15 U.S.C. § 18).
11
See, e.g., EchoStar Commc'ns Corp., Gen. Motors Corp. and Hughes Elecs. Corp., 17 FCC Rcd.
20559, ¶ 169 (2002) (“EchoStar HDO”) (“[The evidence] strongly suggests that, in the absence of
any significant savings in marginal cost, the merger will result in a large increase in post-merger
equilibrium prices. Given this likelihood, we cannot find that the Applicants have met their burden of
demonstrating that the proposed merger will produce merger-specific public interest benefits of the
magnitude the Applicants allege.”); XM Satellite Radio Holdings Inc. to Sirius Satellite Radio Inc., 23
FCC Rcd. 12348, ¶ 6 (2008) (“XM Satellite-Sirius”) (“We also conclude that, absent Applicants'
voluntary commitments and other conditions discussed below, the proposed transaction would
increase the likelihood of harms to competition and diversity. As discussed below, assuming a
satellite radio product market, Applicants would have the incentive and ability to raise prices for an
extended period of time.”); Applications for Consent to the Assignment and/or Transfer of Control of
Licenses Adelphia Commc'ns Corp. to Time Warner Cable Inc. and Comcast Corp., 21 FCC Rcd.
8203, ¶ 116 (2006) (“[W]e find that the transactions may increase the likelihood of harm in markets
in which Comcast or Time Warner now hold, or may in the future hold, an ownership interest in
RSNs, which ultimately could increase retail prices for consumers and limit consumer MVPD choice.
We impose remedial conditions to mitigate these potential harms.”) (emphasis added).
12
AT&T and DIRECTV ¶ 4 (“We find that the combined AT&T-DIRECTV will increase competition
for bundles of video and broadband, which, in turn, will stimulate lower prices, not only for the
Applicants' bundles, but also for competitors' bundled products—benefiting consumers and serving
the public interest.”).
13
See, e.g., Gen. Motors Corp. & Hughes Elecs. Corp., 19 FCC Rcd. 473, ¶ 201 (2004); Comcast
Corp., Gen. Elec. Co. & NBC Universal, Inc., 26 FCC Rcd. 4238, ¶ 48 (2011) (each imposing
conditions related to retransmission consent). Sinclair made these very points when it sought to
condition Comcast’s merger with Time Warner Cable. Petition to Deny of Sinclair Broadcast Group,
4
The “Case-By-Case” Review for Top-Four Duopolies. The Commission’s local
ownership rules prohibit transactions that would combine two or more top-four, full power,
overlapping television stations.14 Since November, however, the rules permit the Commission to
set aside the top-four prohibition if, upon an applicant’s request, it finds that doing so serves the
public interest, convenience, and necessity.15 In this analysis, the Commission will consider the
specific circumstances in a local market or with respect to a specific transaction on a case-by-
case basis.16
The Ownership Reconsideration Order lists a variety of information that parties can
provide to help establish that application of the top-four prohibition is not in the public interest.17
This information specifically includes retransmission consent fees.18 The broad formulation of
the rule, moreover, indicates that the Commission must make the same sort of finding with
respect to a proposed top-four duopoly that it must already make about the transaction
generally—i.e., that the asserted benefits of the top-four duopoly outweigh the harms of that
duopoly. Just as the Commission counts the possibility of retail price hikes as a “harm” when it
Inc. at 1, MB Docket No. 14-57 (filed Aug. 25, 2014) (“[Applicants] must show that the merger: (a)
does no harm, and (b) will affirmatively benefit the public.”); id. (“The Commission must examine
the public interest, convenience, and necessity, ensuring that the merged company will promote
competition in the marketplace.”); id. at 3 (“[Competitive concerns raised by Sinclair] could lead to
higher consumer prices . . . .”).
14
See 47 C.F.R. § 73.3555.
15
47 C.F.R. § 73.3555(b)(2).
16
Id.
17
Local Ownership Reconsideration ¶ 82.
18
Id.
5
considers transactions more generally under the public interest standard, it must likewise count
such potential harm when it considers top-four duopolies under the same standard.19
Adherence to Prior Findings. In all of its activities, including the transaction and top-
four duopoly reviews, the Commission must comply with the Administrative Procedure Act.
Under the APA’s prohibition against arbitrary or capricious agency action,20 the Commission
may reverse an explicit finding only if it offers a satisfactory explanation for doing so.21 An
agency must provide a more detailed explanation when, for example, “its new policy rests upon
factual findings that contradict those which underlay its prior policy; or when its prior policy has
engendered serious reliance interests that must be taken into account.”22
II. THE COMMISSION CANNOT IGNORE THE TRANSACTION’S EFFECT ON CONSUMER

PRICES.
In applying the legal standards discussed above, the Commission cannot ignore the harm
caused by higher retransmission consent and consumer prices. The Commission must balance
the harms and benefits of top-four duopolies. It has already found that such duopolies will raise
retransmission consent prices and thus will result in consumer price increases. Additional
evidence in this proceeding confirms the Commission’s prior finding. In order to approve the
proposed duopoly, the Commission must therefore conclude either that: (1) retransmission
19
In Part III, below, we discuss what appears to be Applicants’ narrower view of the rules.
20
5 U.S.C. § 706(2)(A); see Vermont Yankee Nuclear Power Corp. v. Nat. Res. Def. Council, Inc., 435
U.S. 519, 545-49 (1978).
21
See Motor Vehicle Mfrs. Ass’n. of U.S., Inc. v. State Farm Mut. Auto. Ins. Co., 463 U.S. 29, 43
(1983); FCC. v. Fox Television Stations, Inc., 556 U.S. 502, 515 (2009) (“To be sure, the requirement
that an agency provide reasoned explanation for its action would ordinarily demand that it display
awareness that it is changing position. An agency may not, for example, depart from a prior policy
sub silentio or simply disregard rules that are still on the books. . . .”).
22
Fox, supra, 556 U.S. at 515.
6
consent harms do not exist for these particular duopolies (or that conditions will sufficiently
address them); or (2) these particular duopolies offer benefits that outweigh the harms. This is
not, as broadcasters have suggested, a new “pay TV-centric hurdle on top of the existing
generally applicable public interest standard.”23 It is the public interest standard to be applied to
this transaction.
The Commission Has Already Determined that Top-Four Duopolies Cause

Harms.
The Commission has already found that the sort of combination proposed by applicants
will lead to higher consumer prices. In its Joint Negotiation Order, the Commission explicitly
and at length found that permitting a single entity to negotiate retransmission consent on behalf
of more than one top-four station in a single market will “invariably tend to yield” higher
retransmission consent fees.24 It stated that “same market, Top Four stations are considered by
an MVPD seeking carriage rights to be at least partial substitutes for one another.”25 It also
found that such increases may cause pressure for retail price increases,26 a harm that “outstrip[s]
23
Letter from Rick Kaplan to Marlene Dortch, MB Docket No. 14-50 et al. at 5 (filed Nov. 9, 2017)
(“NAB Nov. 9 Letter”).
24
Amendment of the Commission’s Rules Related to Retransmission Consent, 29 FCC Rcd. 3351, ¶ 10
(2014) (“Joint Negotiation Order”) (“[J]oint negotiation among any two or more separately owned
broadcast stations serving the same DMA will invariably tend to yield retransmission consent fees
that are higher than those that would have resulted if the stations competed against each other in
seeking fees.”). Of course, the Joint Negotiation Order contained rules about joint negotiation among
non-commonly owned stations. As we explained in an earlier ex parte, however, the Commission
had no reason to issue rules about joint ownership because the Commission’s rules already prohibited
common ownership of such stations absent a specific waiver showing. And the harms caused by joint
negotiation and joint ownership of top-four stations are precisely the same. If a party can increase
prices when it can negotiate on behalf of two non-commonly owned top-four stations in a market, it
can also increase prices when it owns two top-four stations in that market and negotiates for both.
See Letter from Michael Nilsson to Marlene Dortch, MB Docket No. 15-216 et al. at 3 n.13 (Nov. 3,
2017) (citing economic studies).
25
Joint Negotiation Order ¶ 13.
26
Id. ¶ 17.
7
any efficiency benefits” from joint negotiation.27 Congress later codified and expanded this
rule.28 The Department of Justice then relied on similar conclusions when it required divestitures
in the Nexstar-Media General merger.29
The Commission’s Local Ownership Reconsideration did not abandon this prior finding.
It merely rejected the notion that the prior finding prevented the Commission from engaging in a
case-by-case review.30 The Commission concluded, in part, that “common ownership of two
top-four stations implicates a broader range of potential benefits and harms than a narrow
agreement between two top-four stations to jointly negotiate retransmission consent so there is
no inherent inconsistency between adopting a bright-line rule in the latter case and a case-by-
case review in the former case.”31 This, however, does not say that retransmission consent does
not matter. It states that retransmission consent stands among a “broader range of potential
benefits and harms” that the Commission must consider in deciding whether to grant a proposed
27
Id. ¶ 10 (“With regard to Top Four broadcasters, we can confidently conclude that the harms from
joint negotiation outstrip any efficiency benefits identified and that such negotiation on balance hurts
consumers.”).
28
STELA Reauthorization Act of 2014, Pub. L. No. 113-200, § 103(a); 47 U.S.C. § 325(b)(3)(C)(iv)
(subsequent legislation requiring the Commission to “prohibit a television broadcast station from
coordinating negotiations or negotiating on a joint basis with another television broadcast station in
the same local market . . . to grant retransmission consent under this section to a[n MVPD], unless
such stations are directly or indirectly under common de jure control permitted under the regulations
of the Commission . . . .”).
29
See Competitive Impact Statement at 8, United States v. Nexstar Broad. Grp., Inc., No. 1:16-cv-
01772-JDB (D.D.C. Sept. 2, 2016), available at https://www.justice.gov/atr/case-
document/file/910661/download.
30
Local Ownership Reconsideration ¶ 82 n.239.
31
Id.
8
top-four duopoly. In the final analysis, in considering harms and benefits, the Commission
cannot ignore a harm that it has already found to exist.32
Additional Evidence Submitted in This Proceeding Confirms the Harms

Caused by Duopolies.
Additional evidence submitted by ATVA and its members in the last six months provide
further support for the Commission’s prior conclusions regarding top-four duopolies and
retransmission consent prices.33 In the Media Ownership proceeding, for example, executives of
ATVA member companies testified that entities controlling more than one of the FOX, CBS,
ABC, and NBC network affiliates in a single market can—and do—increase prices.34
More importantly, ATVA member DISH has presented empirical evidence in this
proceeding confirming the Commission’s earlier findings.35 In a series of economic reports,
32
The Commission has, to our knowledge, taken into account the harms of retransmission consent
related to local-market consolidation at least three times. In one such case, the Commission declined
to take action because of divestitures ordered by the Department of Justice. Media General, Inc. and
Nexstar Media Grp., Inc., 32 FCC Rcd. 183, ¶ 35 (2017) (“With the divestitures, the transaction will
not significantly change whatever bargaining leverage Applicants currently have in the affected local
markets.”). In the other, the Commission found that, subject to certain conditions related to
retransmission consent, the combination met the “failing station” standard for a waiver—i.e., that the
benefits outweighed the harms. Fireweed Commc'ns LLC and Gray Television Licensee, LLC, 31
FCC Rcd. 6997 (2016). And in the third, petitioners had raised issues of joint negotiation among
non-commonly owned parties—an issue that was then pending in a rulemaking. The Commission
chose to address the issue in the rulemaking context instead. Belo Corp. and Gannett Co., Inc., 28
FCC Rcd. 16867 ¶ 31 (2013). In none of these cases did the Commission simply dismiss the
retransmission consent-related harm caused by duopolies.
33
State Farm, supra, 463 U.S. at 43 (“Normally, an agency rule would be arbitrary and capricious if the
agency has . . . failed to consider an important aspect of the problem [or] offered an explanation for
its decision that runs counter to the evidence before the agency . . . .”).
34
See Letter from Michael Nilsson to Marlene Dortch, MB Docket No. 15-216 et al. (filed Oct. 25)
(“ATVA Oct. 25 Letter”), attached hereto as Exhibit A.
35
See Declaration of Janusz Ordover, attached to Petition to Deny of DISH Network L.L.C., MB
Docket No. 17-179 (filed Aug. 7, 2017) (“DISH Petition”) (“Ordover Decl.”); Declaration of William
P. Zarakas and Jeremy A. Verlinda , attached to DISH Petition (“Zarakas and Verlinda Decl.”); Reply
Declaration of Janusz Ordover ¶ 11, attached to Reply Comments of DISH Network, L.L.C., MB
Docket No. 17-179 (filed Aug. 29, 2017) (“DISH Reply”) (“Ordover Reply Decl.”); Reply
9
DISH used its own confidential data to confirm the Commission’s findings that top-four stations
are considered by an MVPD seeking carriage rights to be at least partial substitutes for one
another. Thus, DISH demonstrated that an MVPD would lose more by the combined entity
withholding both top-four stations simultaneously than by each party withholding its own top-
four station separately.36
Applicants have not rebutted these findings. Applicants’ economist did file an initial
submission, in which he agreed with the economic theory presented by DISH but disputed
aspects of DISH’s evidence.37 Yet Applicants have never responded to DISH’s reply
declarations containing the econometric analyses described above. Nor did Applicants submit
their own analysis using their own data—data that would surely shed light on duopoly pricing
issues.
Declaration of William P. Zarakas and Jeremy A. Verlinda attached to DISH Reply (“Zarakas and
Verlinda Reply Decl.”).
36
First, DISH conducted a regression analysis of subscriber cancellations in DMAs affected by a media
group blackout. It compared (1) the combined impacts in a market where two stations were blacked
out (even if they were unlike stations; i.e., one top-four network and one non top-four station) to (2)
the sum of the impacts in a market where the broadcaster controls a top-four station and another
market where the broadcaster controls a non-top-four station. DISH Reply at 37. It then adjusted the
impact from the loss of a non top-four station to reflect the higher value of a top-four station by using
the ratio of the retransmission fees that the associated broadcaster charges for top-four and non-top
four stations, respectively. Id. DISH found that the impact on subscriber cancellations resulting from
the loss of two local broadcast stations in the same market is greater than the sum of the individual
impacts associated with the blackout of one local broadcast station in one market and another station
in another market. Id. at 37-38.
37
Declaration of Gautam Gowrisankaran ¶ 38, attached to Applicants’ Consolidated Opposition to
Petitions to Deny, MB Docket No. 17-179 at 27 (filed Aug. 23, 2017) (“Applicants’ Consolidated
Opp.”) (“Gowrisankaran Dec.”) (“I agree with Dr. Ordover’s general use of a bargaining model
. . . .”).
10
III. APPLICANTS FAIL TO SHOW THAT THE DUOPOLIES THEY SEEK WILL NOT INCREASE
CONSUMER PRICES.
Acknowledgement of the consumer harms generally stemming from top-four duopolies
does not end the analysis. Those seeking top-four duopolies can demonstrate that the harm the
Commission has found to exist generally does not exist in particular markets—either because of
peculiarities of the market itself or because Applicants propose conditions to address these
harms.38 This is why the Commission suggested in its Local Ownership Reconsideration Order
that applicants submit data related to retransmission consent fees,39 and why the Media Bureau
last month specifically requested additional retransmission consent-related data.40
Here, however, Applicants make no attempt to address retransmission consent-related
harms at all, including the harms found in the Joint Negotiation Order. Instead, the Applicants
only provide ratings share data and revenue (including retransmission consent revenue) along
with an overview of other competitors in the market. But they do not even attempt to argue (nor
does their data show) that their proposed top-four duopolies would not cause retransmission
consent prices to rise or that there is anything special about the markets in Indianapolis or St.
Louis that should cause the Commission to deviate from its prior conclusions that joint
negotiations by top-four stations will cause retransmission consent prices to rise.
Rather than show that their top-four duopolies would not affect retransmission consent
prices, Applicants appear to suggest that the Commission should approve the proposed duopolies
38
Gen. Motors Corp. & Hughes Elecs. Corp., Transferors, 19 FCC Rcd. 473, 510-13 (2004) (News
Corp. proposes to be bound by the program access rules as a condition of purchasing DIRECTV). As
discussed in Part IV, below, parties can also show that the purported benefits of their transaction
outweighs the harms.
39
Id. ¶ 82.
40
See, e.g., Letter from Michelle M. Carey to Miles S. Mason and Mace J. Rosenstein, MB Docket No.
17-179 (May 21, 2018) (requesting information related to retransmission consent revenues).
11
because they comport with two factors discussed in the Local Ownership Reconsideration
Order: (1) they allegedly will not result in the merged entity holding outsize market share
compared to other broadcasters; and (2) pre-merger, there is not a huge gap between the fourth
and fifth ranked station.41 But while those two factors may be relevant to the public-interest
analysis,42 the Commission has never suggested that those factors—or any other set of factors—
are outcome determinative without regard to other harms caused by the proposed duopoly.43 On
the contrary, the applicants “must demonstrate that the benefits of the proposed transaction
would outweigh the harms,”44 which they cannot do without addressing the effect of their
duopolies on retransmission consent.
Applicants’ failure to address retransmission consent and consumer prices appears
deliberate, as they earlier argued that retransmission consent issues “are not relevant to the public
interest determination the Commission must make.”45 Congress, they argue, has already created
a marketplace for retransmission consent.46 When fees “are determined by the give and take of
the marketplace, the public interest is served.”47 So even if this transaction permits Sinclair to
increase retransmission consent fees significantly, “those higher rates reflect the marketplace at
41
May 14 Amendment at 3; April Amendment at 6, 14.
42
Local Ownership Reconsideration ¶¶ 79, 80.
43
Id. ¶82 (2017) (“Given the variations in local markets and specific transactions, however, we do not
believe that applicants would be well served by a rigid set of criteria for our case-by-case analysis.”).
44
Id. at ¶82. Even if the Commission were to agree with Sinclair’s view of the legal standard for a top-
four showing—i.e., that it is limited to the two factors raised by Sinclair—it would still have to
consider retransmission consent and retail price increases as part of its broader transaction review, or
explain why it is abandoning decades of precedent.
45
Applicants’ Consolidated Opp. at 27.
46
Id. at 28.
47
Id.
12
work.”48 This position, however, ignores the most rudimentary aspects of any transaction
review.49 The facts demonstrate that this transaction will lead to higher consumer prices by
increasing Applicants’ leverage in retransmission consent negotiations. That Applicants
characterize such negotiations as taking place in a marketplace has no bearing on whether this
transaction will change that marketplace in a way that harms consumers and disserves the public
interest.
In any event, Applicants ignore retransmission consent-related harms to consumers from
the two duopolies entirely. In light of the failure to address consumer pricing at all, the
Commission must conclude that the transaction will place upward pressure on retransmission
consent rates in these markets, and ultimately will raise consumers’ bills.
IV. APPLICANTS HAVE NOT DEMONSTRATED THAT THE BENEFITS OF THIS TRANSACTION
WILL OUTWEIGH THE HARMS.
Having failed to show that their proposed duopolies would not cause retransmission
consent-related harms (or that conditions would ameliorate those harms), Applicants can succeed
in only one way—by establishing public-interest benefits from the duopolies that outweigh these
harms. Here again, however, they come short.
In St. Louis, Sinclair claims that formerly-independent KDNL (now Tribune’s ABC
affiliate) offered limited news for years and now offers no local news.50 It states that, if
permitted to combine KDNL with KTVI (Sinclair’s Fox affiliate), Sinclair would plan to
48
Id. at 31.
49
As ATVA member ACA has suggested, the most generous reading of Sinclair’s remarkable assertion
is not that higher prices don’t cause harm, but instead that any consumer harms from higher prices are
outweighed by public interest benefits purportedly stemming from such increases. Letter from
Michael Nilsson to Marlene Dortch, MB Docket No. 17-318 (filed June 16, 2018).
50
13
add newscasts and staffing to KDNL.51 This, in turn, would result in simultaneous and
distinct newscasts on the two stations “to produce community-driven and hyper-local
news.”52 Alternatively, Sinclair claims that if the Commission permits it to own KTVI
and KPLR-TV, it would continue to produce news and local programming that Tribune is
already producing.53
In Indianapolis, Sinclair argues that Tribune’s duopoly of WTTV and WXIN has been
able to produce more news and local programming since WTTV obtained its CBS
affiliation in 2015.54 Permitting Sinclair to own both of these stations would “simply
maintain the status quo” with respect to these claimed benefits.55
These claimed benefits, however, do not come close to outweighing the retransmission consent
harms the Commission has previously found and which DISH’s economic analysis reiterates.56
Indeed, these claimed benefits are not cognizable under long-established Commission precedent
because they are neither transaction-specific nor verifiable.
The Claimed Benefits are Not Transaction-Specific. Claimed public interest benefits
must be transaction-specific. “That is, the claimed benefit must be likely to occur as a result of
51
Id.
52
Id.
53
May Amendment at 4-5.
54
55
Id. at 11.
56
Comcast Corp., Gen. Elec. Co. & NBC Universal, Inc., 26 FCC Rcd. 4238, ¶227 (2011) (“The
Commission applies a ‘sliding scale approach’ to its ultimate evaluation of benefit claims. Where
potential harms appear both substantial and likely, the Applicants' demonstration of claimed benefits
must reveal a higher degree of magnitude and likelihood than the Commission would otherwise
demand. On the other hand, where potential harms appear less likely and less substantial, we will
accept a lesser showing.”).
14
the transaction but unlikely to be realized by other practical means having less anticompetitive
effect.”57 Applicants have demonstrated neither that the benefits they cite are likely to occur as a
result of the transaction nor that they are unlikely to be realized otherwise.58
First, Sinclair’s promise of more local news is not a quantifiable and enforceable
commitment.59 In the past, the Commission has relied on enforceable commitments in weighing
asserted benefits.60 Without such specific and enforceable commitments, however, the
Commission has no basis to ensure that the public actually receives the benefits of the promised
news offerings. Particularly in cases of significant harm (such as here), the Commission should
not rely on “mere speculation and promises about post-merger behavior.”61
Nor can the Commission conclude that the more money Sinclair makes from its
duopolies, the more money it will spend on local news. The Commission has no basis to
conclude that Sinclair would spend its increased revenues on improving local news. Here,
57
AT&T-DIRECTV ¶ 273 (emphasis added).
58
Id.
59
Indeed, Sinclair cites maintenance of the status quo as a claimed benefit in Indianapolis.
60
AT&T-DIRECTV at 9277-79; XM Satellite-Sirius at 12394-417; Qwest Commc'ns Int'l Inc. &
Centurytel, Inc. d/b/a Centurylink for Consent to Transfer Control, 26 FCC Rcd. 4194, 4211 (2011)
(“CenturyLink's broadband deployment and adoption commitments constitute public interest benefits.
We emphasize that these voluntary commitments rely on private investment, and do not rely on
public funding sources such as universal service support. This type of private-sector investment in
broadband, and the competition it will promote among providers, is critical to ensuring a healthy and
innovative broadband ecosystem and to encouraging new products and services that benefit American
consumers and businesses of every size. These commitments are consistent with the Applicants'
asserted benefit of focusing on local communities and rural customers; accordingly, we accept these
commitments and make them binding and enforceable conditions of our approval.”).
61
Echo Star Commc’ns Corp., 17 FCC Rcd. 20559, ¶ 102 (2002) (“Moreover, given the high
concentration levels, the court must undertake a rigorous analysis of the kinds of efficiencies being
urged by the parties in order to ensure that those ‘efficiencies’ represent more than mere speculation
and promises about post-merger behavior.”) (citing FTC v. H.J. Heinz Co., 246 F.3d 708, 720-21
(D.C. Cir. 2001)).
15
Sinclair’s past and recent conduct seems especially relevant. It has made headlines lately
precisely because of attempts to replace local news with regional or national segments dictated
from corporate headquarters.62 The record in this proceeding, moreover, shows that Sinclair has
a long history of shedding local news assets after acquiring stations.63 Sinclair seems
particularly unlikely to devote additional revenues to improving local news coverage in light of
this evidence to the contrary.
Even if one were to believe Sinclair’s promises, Sinclair cannot show that such
improvements are “unlikely to be realized otherwise.”
As DISH has shown, Tribune has a much better record on news issues than does
Sinclair.64 It thus remains likely that Tribune on its own would offer better news
programming than a combined Sinclair-Tribune.
Sinclair claims that efficiencies caused by the proposed duopolies will permit extra
news coverage.65 Sinclair nowhere explains, however, why it could not obtain these
particular efficiencies (sharing of news facilities, for example) through contract—even
though Sinclair claims that this is what it uses “sidecars” for.66 Nor, for that matter,
62
Timothy Burke, How America's Largest Local TV Owner Turned Its News Anchors Into Soldiers In
Trump's War On The Media, Deadspin (Mar. 31, 2018), https://theconcourse.deadspin.com/how-
americas-largest-local-tv-owner-turned-its-newsanc-1824233490.
63
DISH Petition at 49-56, Free Press PTD at 22-23.
64
DISH Petition at 59.
65
April Amendment at 16 (“The merger of KDNL-TV’s newsroom with the KTVI newsroom would
enable Sinclair to leverage Tribune’s existing news operations and to add news in the DMA.”).
66
E.g., Letter from Barry Faber to Marlene Dortch, MB Docket No. 09-182 (Dec. 6, 2012) (suggesting
that cost savings from JSAs “generally result from the efficiencies inherent in combining operations
in a single location and from requiring fewer employees to perform combined tasks for two television
stations (such as management, engineering, finance, master control, traffic, etc.)” and arguing that
“such arrangements have prevented the demise of numerous failing stations and have allowed
16
does Sinclair explain why the other alleged efficiencies from this transaction in non-
duopoly markets could not be directed to pay for additional news coverage in duopoly
markets.
Applicants’ showing is not transaction-specific for yet another reason. The Commission
did not eliminate the top-four duopoly prohibition. Rather, it created an exception to the general
rule meant to apply “based on the circumstances in a particular market or with respect to a
particular transaction.”67 Accordingly, the Commission should not consider alleged benefits
claimed to be true generally. Benefits that hold true across many or most local markets cannot
logically form the basis of a showing that is supposed to be specific to a particular market or
markets. They are, at best, evidence that the Commission should permit duopolies more
generally—a conclusion that the Commission rejected last year. Here, Applicants make no effort
to explain why the benefits they cite are specific to St. Louis or Indianapolis. They make,
instead, generalized claims that they will spend more money on news if permitted to merge.
Such “benefits,” even if they existed, could not be used as a justification for a “market-specific”
exception to the general rule. Were the Commission to permit a duopoly based on such a
showing, the exception would quickly swallow the rule itself.
The Claimed Benefits are Not Verifiable. Claimed benefits must also be verifiable.68
Applicants have the burden of providing sufficient evidence to support each claimed benefit to
enable the Commission to verify its likelihood and magnitude. The Commission discounts
licensees to take advantage of improved financial situations to bring diverse programming to the
video marketplace, which benefits the viewing public.”).
67
Local Ownership Reconsideration Order ¶ 78.
68
AT&T-DIRECTV ¶ 274.
17
speculative benefits that it cannot verify. Moreover, “benefits that are to occur only in the distant
future may be discounted or dismissed because, among other things, predictions about the more
distant future are inherently more speculative than predictions about events that are expected to
occur closer to the present.”69
Sinclair has made no claims as to the timing of its promised improvements to St. Louis
and Indianapolis news services. Accordingly, all such claims are “speculative” in that they may
occur only in the “distant future.” More generally, while some of the claimed news
improvements are sufficiently specific for the Commission to verify,70 others are not. Some
claims of news improvements—such as the promise to “expand the stations’ investigative
reporting” in Indianapolis71—are far too vague to be verified by the Commission. Likewise, the
Commission should ignore claims of a new, “hyper-local” focus for news, as Sinclair has
provided no basis by which the Commission can verify this claim.72 Sinclair has failed to
explain, for example, how much news must be “hyper-local” to validate this clam. Nor has it
explained what counts as “hyper-local” for these purposes.
V. SINCLAIR SHOULD NOT BE ALLOWED TO CIRCUMVENT THE COMMISSION’S LOCAL

OWNERSHIP RULES AND ITS PROHIBITION ON JOINT RETRANSMISSION CONSENT
NEGOTIATIONS.
When Sinclair first proposed to acquire Tribune, it sought to create numerous top-four
duopolies in violation of the Commission rules. After a year of different proposals, Sinclair has
now settled on a plan to divest stations in most of those markets, seeking to create or maintain
69
Id. (citing Echostar HDO, 17 FCC Rcd. at 20630-31 (2002)).
70
April Amendment at 16 (listing specific newscasts “planned” for St. Louis).
71
Id. at 11.
72
Id. at 16 (discussing “hyper-local” strategy for St. Louis).
18
duopolies only in St. Louis and Indianapolis.73 Just as the Commission examines the duopolies
Sinclair officially seeks, it should examine each of Sinclair’s purported divestitures in what
otherwise would be duopoly markets to ensure that they are genuine—particularly in light of
Sinclair’s past conduct involving allegedly “independent” television stations.
To begin with, some of Applicants’ proposed divestitures contemplate an official ongoing
commercial relationship between Sinclair and the proposed divestiture party through Joint Sales
and Shared Services agreements. These agreements, on their face, place responsibility for
retransmission consent issues in the hands of the divestiture party.74 For example, the “Form of
Shared Service Agreement” with Armstrong purports to give Sinclair responsibility only for
technical issues, promotions, and back office management, while leaving authority to negotiate
retransmission consent with Armstrong.75 Yet this alone does not prevent Sinclair and
Armstrong from engaging in a wide variety of coordination with respect to retransmission
consent, including through informal, non-binding, and secret arrangements. Indeed, the
agreement seems to facilitate such prohibited retransmission consent coordination. Under this
agreement, Sinclair gets paid only after it delivers to Armstrong a “monthly statement” of “net
73
May Amendment, Attachment 1 (listing divestitures).
74
E.g., Joint Sales Agreement, available at
&copynum=1&exhcnum=2 (“Armstrong Form JSA”); (requiring station to elect retransmission
consent); Shared Services Agreement, available at
&copynum=1&exhcnum=3 (“Armstrong Form of SSA”) (“Station Licensee shall retain the authority
(a) to make elections for must-carry or retransmission consent status, as permitted under the FCC
Rules, and (b) to negotiate, execute, and deliver retransmission consent agreements with cable,
satellite, and other multichannel video providers (“MVPDs”) for which Station Licensee has provided
timely notice of its election of retransmission consent.”).
75
Armstrong Form of SSA ¶ 6.
19
sales revenue”—a term defined to include retransmission consent revenue.76 Moreover,
Sinclair’s payments appear to depend in part on how high such revenues are.77 Here, in other
words, the four corners of the document contemplate Sinclair having information related to
Armstrong’s retransmission consent pricing. This would violate the prohibition on joint
negotiation within a market, which prohibits “any informal, formal, tacit or other agreement
and/or conduct that signals or is designed to facilitate collusion regarding retransmission terms or
agreements between or among . . . broadcast television stations that are not commonly owned
and that serve the same DMA.”78
Other details about divestitures meant to comply with the national ownership cap raise
serious doubts about whether Sinclair’s proposed duopoly divestitures are real. According to
recent press reports, a number of Sinclair’s proposed national-cap divestitures involve sales to
76
Id. Schedule A ¶ 3 (incorporating by reference JSA Schedule 3.1); Armstrong Form JSA Schedule
3.1, ¶ 1. (“Net Sales Revenue. For purposes of this Agreement, the term ‘Net Sales Revenue’ means
(i) all gross revenue received by Sales Agent or Station Licensee for all Advertisements, less agency,
buying service or other sales commissions paid to or withheld by an advertiser, agency or service, as
the case may be, (ii) any network compensation or other similar payments (net of any expenses for
reverse retransmission payments other expenditures paid by Station Licensee or otherwise paid in
respect of the Station pursuant to applicable network agreements) made to Station Licensee or
otherwise paid in respect of the Station or its programming, (iii) any retransmission fees or other
similar payments (net of any expenditures paid pursuant to applicable retransmission consent
agreements and/or OTT agreements) made to Station Licensee or otherwise paid in respect of the
Station or its programming or other payments made to Station Licensee pursuant to any
retransmission consent agreements and (iv) any other amounts designated for inclusion in the
calculation of Net Sales Revenue pursuant to the terms and subject to the conditions of this
Agreement.”).
77
Id.
78
Joint Negotiation Order ¶ 27. The Commission replaced its original joint negotiation rules after
Congress enacted its own version of the rule in STELAR, which is not limited to top-four
combinations. 47 C.F.R. § 76.65(b)(1)(viii) (prohibiting joint negotiation among non-commonly
broadcasters within a single local market). The Commission described the new version as “broader
than, and thus supersed[ing], the Commission's [then-] existing prohibition.” Implementation of
Sections 101, 103 & 105 of the STELA Reauthorization Act of 2014, 30 FCC Rcd. 2380, ¶ 4 (2015).
We thus understand the new rule to encompass the prior rule’s prohibition on information sharing.
20
close friends of its CEO at prices that are significantly below market value. For example,
Sinclair proposes to sell three stations to Armstrong Williams, “a longtime friend of Sinclair
Executive Chairman David Smith” for about $4.95 million—a price that is “$45 million to $55
million less than what Justin Nielson, a senior research analyst who tracks the broadcast sector
for the data and research firm Kagan, said he would have expected.”79 The same report notes
that Sinclair plans to sell another group of stations to Cunningham, “a company with close ties to
the Smith family” in a deal that “could have left as much as $40 million on the table.” Of course,
profit-maximizing businesses do not ordinarily leave tens of millions of dollars on the table,
which suggests that something else is going on here. If Sinclair is “selling” stations to allies for
fractions of their fair-market value, that strongly suggests that it is not truly ceding control or that
it expects to receive something else in return.80 Nor is it any mystery what Sinclair stands to
gain by retaining influence or control over stations they divest to comply with the Commission’s
rules: keeping “divested” stations “close at hand” gives Sinclair “increased leverage in
negotiating the fees that cable companies pay to carry their stations, as well as the fees Sinclair
pays networks for their affiliations.”81
More broadly, in light of Commission findings that Sinclair has impermissibly negotiated
retransmission consent agreements on behalf of putatively independent stations,82 we are
79
Jason Schwartz, Armstrong Williams got ‘sweetheart’ deal from Sinclair, Politico (June 13, 2018),
80
Edwin L. Edwards, Sr (Transferor) and Carolyn C. Smith (Transferee) for Consent to the Transfer,
16 FCC Rcd. 22236, ¶24 (2001) (“Further, the structuring of the Sullivan III transaction to allow
Sinclair to pay almost all of the purchase price of the Sullivan III stations and Glencairn to obtain
these stations at a small fraction of their value underscores the fact that it was Sinclair, and not
Edwards, that made the decision as to what stations Glencairn should acquire and at what price.”).
81
Schwartz, supra.
82
See Sinclair Broad. Grp., Inc., 31 FCC Rcd. 8576, ¶ 4 (2016).
21
concerned about the possibility that Sinclair might have engaged in undisclosed
“understandings” with divestiture partners, or may enter into agreements after obtaining
Commission approval, that would enable it to engage in prohibited joint negotiation in putative
duopoly markets. Two years ago, the Commission found that Sinclair had violated the
prohibition on joint retransmission consent negotiations in a single market and announced a
consent decree in which Sinclair paid nearly $10 million to settle the proceeding.
“Sinclair represented numerous Non-Sinclair Stations in retransmission consent
negotiations with MVPDs between April 2, 2015 (the effective date of the Commission's
rule implementing the statutory prohibition on joint negotiation) and November 30,
2015.”83
“More specifically, during this time period, Sinclair negotiated retransmission consent on
behalf of, or coordinated negotiations with, a total of 36 Non-Sinclair Stations with which
it had JSAs, LMAs, or SSAs, concurrently with its negotiation for retransmission consent
of at least one Sinclair Station in the same local market.”84
“These negotiations involved a total of six different MVPDs, and in some instances
Sinclair represented the same Non-Sinclair Station in retransmission consent negotiations
with multiple MVPDs.”85
Unfortunately, Sinclair’s cavalier approach to the Commission’s rules appears to be
continuing in this proceeding. ATVA member ACA noted that Sinclair has unilaterally withheld
numerous agreements, schedules, exhibits, and related documents, including materials that
83
Id.
84
Id.
85
Id.
22
appear to contemplate ongoing relationships between Sinclair and the parties to whom it will
putatively divest stations.86 Sinclair determined not to supply many of these materials because it
unilaterally concluded that they either “contain proprietary information” (notwithstanding
procedures in place for protecting such information from disclosure87) or “are not germane to the
Commission’s consideration of this application.”88
Of course, stations routinely enter into any number of arrangements (including JSAs,
SSA, and LMAs) for perfectly valid reasons. Yet, even if the Commission permits such
arrangements generally, it should not permit parties to use them to circumvent media ownership
and joint retransmission consent negotiation rules—particularly with a party that has a recent
history of violating these very rules. Accordingly:
The Commission should, as an initial matter, require Applicants to submit for review all
agreements, arrangements, and understandings among themselves and divestiture parties
with respect to the divested stations. This should, of course, apply to all such
arrangements that exist now. It should also apply, as a condition of approval, to
arrangements that the parties enter into after closing.
Second, the FCC should adopt the approach the Department of Justice took in a much
smaller merger—prohibiting most such arrangements between Applicants and their
86
See Letter from Ross Lieberman to Marlene Dortch, MB Docket No. 17-179 (filed May 24, 2018).
87
See Tribune Media Co. & Sinclair Broad. Grp., Inc., 32 FCC Rcd. 5612 (MB 2017) (issuing
protective order).
88
Application for Consent to Assignment of Broad. Station Construction Permit or License, File No.
BALCDT-20180514AAU (filed May 14, 2018) (“KCPQ Transfer”) (transfer of KCPQ from Tribune
to Fox).
23
divestiture counterparties.89 (While the FCC’s local media ownership rules were
different then, the competitive harm that DOJ sought to remedy—namely, ensuring that
prevented the merging parties from raising retransmission consent prices to consumers—
was exactly the same as that faced here.90)
Third, if the Commission does not prohibit these arrangements altogether, Sinclair should
not be allowed to retain significant influence over the divested station’s finances,
89
Final Judgment at 16, United States v. Nexstar Broad. Grp., Inc., No.1:16-cv-01772-JDB (D.D.C.,
Nov. 16, 2016), available at https://www.justice.gov/atr/case-document/file/925071/download
(“Defendants may not (1) reacquire any part of the Divestiture Assets, (2) acquire any option to
reacquire any part of the Divestiture Assets or to assign the Divestiture Assets to any other person, (3)
enter into any local marketing agreement, joint sales agreement, other cooperative selling
arrangement, or shared services agreement, or conduct other business negotiations jointly with the
Acquirers with respect to the Divestiture Assets, or (4) provide financing or guarantees of financing
with respect to the Divestiture Assets, during the term of this Final Judgment. The shared services
prohibition does not preclude Defendants from continuing or entering into agreements in a form
customarily used in the industry to (1) share news helicopters or (2) pool generic video footage that
does not include recording a reporter or other on-air talent, and does not preclude Defendants from
entering into any non-sales-related shared services agreement or transition services agreement that is
approved in advance by the United States in its sole discretion.”).
90
Competitive Impact Statement at 8-9, United States v. Nexstar Broad. Grp., Inc., No. 1:16-cv-01772-
JDB (D.D.C., Sept. 2, 2016), available at https://www.justice.gov/atr/case-
document/file/910661/download (“The proposed merger would also diminish competition in the
negotiation of retransmission agreements with MVPDs in the DMA Markets. The acquisition would
provide Nexstar with the ability to threaten MVPDs in each of the DMA Markets with the
simultaneous blackout of at least two major broadcast networks: its own network(s) and Media
General’s network(s). That threatened loss of programming, and the resulting diminution of an
MVPD’s subscribers and profits, would significantly strengthen Nexstar’s bargaining position. Prior
to the merger, an MVPD’s failure to reach a retransmission agreement with Nexstar for a broadcast
television station might result in a blackout of that station and threaten some subscriber loss for the
MVPD. But because the MVPD would still be able to offer programming on Media General’s major
network affiliates, which are at least partial substitutes for Nexstar’s affiliates, many MVPD
subscribers would simply switch stations instead of cancelling their MVPD subscriptions. After the
merger, an MVPD negotiating with Nexstar over a retransmission agreement could be faced with the
prospect of a dual blackout of major broadcast networks (or worse), a result more likely to cause the
MVPD to lose subscribers and therefore to accede to Nexstar’s retransmission fee demands. For these
reasons, the loss of competition between the Nexstar and Media General stations in each DMA
Market would likely lead to an increase in retransmission fees in those markets and, because
increased retransmission fees typically are passed on to consumers, higher MVPD subscription
fees.”).
24
personnel and programming, the traditional indicia of control employed by the
Commission.91 The Commission should examine all relevant information in making this
determination, including the price at which divestiture stations are sold, the identity of the
buyer, and the nature of any ongoing relationships between the parties. In doing so, it
should prohibit any arrangements that violate the prohibition on joint retransmission
consent negotiation, including those that permit or facilitate unlawful information
sharing, or in which one party is paid based on another party’s retransmission consent
revenues.
Fourth, the Commission should clarify that, to the extent Tribune stations are being
divested, Sinclair should not acquire or obtain control of such stations prior to transfer,
regardless of whether the transfer takes place immediately before or immediately after
closing.92 As ACA has explained, if Sinclair were to obtain control of such stations, it
could cause those station’s rates to “jump” to higher, Sinclair-imposed rates through the
operation of “after-acquired station” clauses between Sinclair and MVPDs. Under
existing precedent, Sinclair would not obtain such control.93 Yet additional clarity would
be useful, particularly in light of Sinclair’s past behavior.
91
Stereo Broadcasters, 87 F.C.C. 2d 87, ¶ 29 (1981); see also, e.g., News International PLLC, 97
F.C.C. 2d 349, ¶ 20 (1984) (describing finances, personnel, and programming as “the three most
important factors in determining control”); 47 C.F.R. § 73.3555 notes 2(j) and (k) (specifying that
time brokerage and joint sales agreements, respectively, must leave stations with ultimate control over
“facilities including, specifically, control over station finances, personnel and programming”).
92
See May Amendment at 6 n.16 (“Stations marked with a * will be divested immediately after
consummation of the Transaction. Stations marked with a ** will be divested immediately prior to
consummation of the Transaction.”).
93
John H. Phipps, Inc. and WCTV Licensee Corp., 11 FCC Rcd. 13053, ¶ 9 (1996) (permitting non-
substantive “essentially instantaneous” transfers to complete complex transactions).
25
CONCLUSION
For the reasons stated herein, and in ATVA’s August 2017 Comments, the Commission
should reject Sinclair’s proposal to increase consumer prices through the creation of top-four
duopolies. At a minimum, it should impose conditions designed to prevent future abuses and
increased consumer bills.
_________________________________

(202) 333-8667 (202) 730-1300
Counsel for the
June 20, 2018
26
I, Michael Nilsson, hereby certify that on June 20, 2018, I caused true and correct copies
of the foregoing to be served by first-class or (where indicated by an asterisk) electronic mail
upon the following:


Ste 890 1200 17th St, NW

Washington, DC 20001 Attorney for Sinclair Broadcast Group, Inc.
Attorney for Tribune Media Company

Jeremy Miller*
445 12th Street, SW
/s/Michael Nilsson
Harris, Wiltshire & Grannis LLP
Before the
In the Matter of )
)
Applications of Sinclair Broadcast Group ) MB Docket No. 17-179
and Tribune Media Company )
)
Petition to Deny of
National Association of Broadcast Employees and Technicians – CWA
The NewsGuild – CWA
Brian Thorn
Debbie Goldman
501 Third Street NW
(202) 434-1131 (phone)
(202) 434-1201 (fax)
bthorn@cwa-union.org
June 20, 2018

TABLE OF CONTENTS
I. Introduction and Executive Summary………..……………………………....................2
mandated by Congress…………………………………………………………………...4
III. The Sinclair-Tribune merger would reduce viewpoint diversity and

localism………………………………………….……………………………....................6
IV. The Sinclair-Tribune merger would result in significant job loss……………………..8
V. Sinclair’s latest divestiture proposal does not resolve the merger’s public interest or
competitive harms………………………………..………………...................................10
VI. The Commission should not rule on the Sinclair-Tribune merger before the DC
Circuit rules on the Commission’s reinstatement of the UHF discount……………..12
VII. Conclusion………………………………………………………………….....................13
1
I. Introduction and Executive Summary
The Communications Workers of America (CWA), the National Association of Broadcast
Employees and Technicians-CWA (NABET-CWA), and The NewsGuild-CWA (TNG-CWA)
submit this petition to deny in response to the Federal Communications Commission’s
(Commission) Public Notice regarding the applications of Sinclair Broadcast Group (Sinclair)
and Tribune Media Company (Tribune) (collectively Applicants) to transfer control of 42
television stations in 33 markets, as well as WGN America, WGN Radio, and a 31 percent stake
in Food Network from Tribune to Sinclair as well as Sinclair’s most recent divestiture
application. 1 CWA represents 700,000 workers in telecommunications and information
technology, the airline industry, news media, broadcast and cable television, education, health
care and public service, manufacturing, and other fields. CWA, NABET-CWA, and The News
Guild-CWA have an interest in this proceeding as representatives of Sinclair and Tribune
employees, as workers in the broadcast and media industries, and as consumers of broadcast
media.
The Commission should deny the Sinclair-Tribune applications. Applicants have a
responsibility to demonstrate “the public interest, convenience, and necessity will be served by the
transfer.” 2 To evaluate the application, the Commission’s public interest analysis embodies a
“deeply rooted preference for preserving and enhancing competition in relevant markets […] and
ensuring a diversity of information sources and services to the public.” 3 More than a year has
1
See Media Bureau Establishes Consolidated Pleading Cycle for Amendments to the June 26, 2017 Applications to
Transfer Control of Tribune Media Company to Sinclair Broadcast Group, Inc., Related New Divestiture Applications,
and Top-Four Showings in Two Markets, MB Docket No. 17-179, Public Notice, DA 18-530 (rel. May 21, 2018);
Applications of Sinclair Broadcast Group and Tribune Media Company for Consent to Transfer Control of Licenses
and Authorizations, Comprehensive Exhibit (filed July 19, 2017). (Sinclair-Tribune Application).
2
47 USC §310(d).
3
See Applications of Comcast Corporation, General Electric Company and NBC Universal for Consent to Assign
Licenses and Transfer Control of Licenses, Memorandum Opinion & Order, MB Docket No. 10-56 (2011) p. 11.
2
passed since Sinclair and Tribune announced their merger, 4 almost one year since the
Commission’s initial pleading cycle, 5 and more than five months since the Commission paused its
180-day merger review shot clock in response to Sinclair’s then-latest – but not final – divestiture
amendments. 6 In all this time, Sinclair and Tribune have failed to demonstrate in their application
and in the ensuing months that any purported merger-related benefits exceed the substantial public
interest harms. On the contrary, it remains clear that the Sinclair-Tribune merger does not serve
the public interest because it would violate the congressionally mandated 39 percent national
audience cap, reduce competition, harm localism, eliminate jobs, and diminish viewpoint
diversity. Sinclair’s most recent divestiture proposal does not resolve these merger-related harms.
In fact, the details of the divestiture proposal indicate that the inadequate plan will exacerbate
these harms, as Sinclair will maintain effective control over at least six of those stations through
ownership relationships and sidecar agreements.
There is broad opposition to the Sinclair-Tribune merger and broad agreement that the
proposed divestitures fail to address the significant public interest harms associated with the
merger. The Coalition to Save Local Media, representing a diverse coalition of organizations
opposed to the merger, includes American Cable Association, Asian Americans Advancing
Justice | AAJC, A Wealth of Entertainment channel, Cinemoi, Citizens for the Republic, Common
Cause, Competitive Carriers Association, the Computer and Communications Industry
Association, DISH, Indivisible–Herndon & Reston, International Cinematographers Guild, ITTA,
Latino Victory Project, Leased Access Programmers Association, NTCA—The Rural Broadband
4
Sydney Ember and Michael J. de la Merced, “Sinclair Unveils Tribune Deal, Raising Worries It Will Be Too
Powerful,” New York Times (May 8, 2017).
5
See Media Bureau Establishes Pleading Cycle for Applications to Transfer Control of Tribune Media Company to
Sinclair Broadcast Group, Inc. and Permit-But-Disclose Ex Parte Status for the Proceeding, MB Docket No. 17-179,
Public Notice, DA 17-647 (rel. July 6, 2017).
6
See Michelle M. Carey, FCC Media Bureau Chief, ex parte, MB Docket No. 17-179 (rel. Jan. 11, 2018). Available at:
https://ecfsapi.fcc.gov/file/01113103321641/DA-18-38A1_Rcd.pdf
3
Association, One America News Network, Parents Television Council, Public Knowledge, RIDE
TV, the Sports Fans Coalition, TheBlaze, and UCC, OC Inc. 7 In addition, labor unions; 8 civil
rights, consumer, and public interest organizations; 9 cable, satellite TV, and rural broadband
providers; 10 independent news and entertainment programmers; 11 as well as many members of
Congress, 12 state attorneys general, 13 and members of the general public 14 stand united in their
opposition to this anti-competitive merger that would violate statutory ownership limits and
reduce the diversity of news and information that forms the bedrock of our democracy.
mandated by Congress
The Commission has repeatedly stated and courts have repeatedly affirmed that structural
rules to promote diversity in media ownership are essential to preserve the free flow of ideas and
7
For more information visit SaveLocalMedia.com. See also, Letter from 15 members of the Coalition to Save Local
Media to Marlene H. Dortch, FCC Secretary, MB Docket No. 17-179 (Feb. 28, 2018).
8
See Reply Comments of Communications Workers of America, the National Association of Broadcast Employees
and Technicians, and The NewsGuild, MB Docket No. 17-179 (filed Aug. 29, 2017). The International
Cinematographers Guild also opposes the merger as a member of the Coalition to Save Local Media. See also, Letter
from Lonnie R. Stephenson, International President of the International Brotherhood of Electrical Workers, to Michelle
M. Carey, FCC Media Bureau Chief, MB Docket No. 17-179 (Aug. 7, 2017).
9
See Petition to Deny of Free Press, MB Docket No. 17-179 (filed Aug. 7, 2017); Petition to Deny of Public
Knowledge, Common Cause, United Church of Christ, OC Inc., MB Docket No. 17-179 (filed Aug. 7, 2017);
Comments of Consumers Union, MB Docket No. 17-179 (filed Nov. 2, 2017).
10
See Petition to Deny of American Cable Association, MB Docket No. 17-179 (filed Aug. 7, 2017); Petition to
Dismiss or Deny of DISH Network, LLC, MB Docket No. 17-179 (filed Aug. 7, 2017); Petition to Deny of NTCA—
The Rural Broadband Association, MB Docket No. 17-179 (filed Aug. 7, 2017).
11
See Comments of Cinemoi, Ride Television Network, AWE – A Wealth of Entertainment, MAVTV Motor Sports
Network, One American News Network, TheBlaze, Eleven Sports Network, MB Docket No. 17-179 (Aug. 7, 2017).
12
See Letter from Tony Cárdenas et al. to Ajit Pai, FCC Chairman, on the transaction between Sinclair and Tribune.
(June 12, 2018). (US House Letter). See also, Letter from Hon. Bill Nelson et al. to Ajit Pai, FCC Chairman, (Apr. 26,
2018). (The Commission should “not approve any pending transfers of control of broadcast licenses as part of proposed
mergers or acquisitions . . . until the agency has conducted and completed a holistic look at the state of broadcasting
and the media and waited for a ruling from the US Court of Appeals for the DC Circuit.”)
13
See Reply Comments in Opposition to the Merger by the Attorneys General of Illinois, Maryland, Massachusetts,
and Rhode Island, MB Docket No. 17-179 (filed Nov. 2, 2017). In addition, attorneys general from eight states called
on the Commission to maintain strict national audience reach limits. The attorneys general argued that maintaining the
UHF discount is “unjustified and arbitrary,” and cited the Sinclair-Tribune transaction as a threat to media diversity.
See Revised Comments of the Attorneys General of the States of Illinois, California, Iowa, Maine, Massachusetts,
Pennsylvania, Rhode Island, and Virginia, MB Docket 17-318 (filed Feb. 27, 2018).
14
Lorraine Mirabella, “Opponents of Sinclair Broadcast takeover of Tribune Media protest outside shareholders
meeting,” The Baltimore Sun (June 7, 2018).
4
information that is vital to democracy. 15 In 1985, the Commission determined that a national
television audience reach limit was necessary to protect localism, competition, and viewpoint
diversity. Eleven years later, in the Telecommunications Act of 1996, Congress directed the
Commission to increase the national audience reach cap from 25 to 35 percent, and in 2004
directed the Commission to set the cap at 39 percent of national television households, where the
limit remains today. 16 Following the proposed merger, New Sinclair would be the largest
broadcaster in the country, owning, operating, programming, and providing sales and advertising
services for 223 television stations in 108 markets, including 39 of the top 50 markets. Sinclair’s
footprint would expand to reach 72 percent of US television households, violating the limit by 33
percent. 17 Even with Sinclair’s latest divestiture amendments, New Sinclair would own or operate
215 stations in 102 markets, reaching 59 percent of television households and violating the cap by
20 percent. 18
In addition to exceeding the national audience reach limit, Sinclair has been a leader in
15
See Sinclair Broadcast Group v. FCC, 284 F.3d 148 (DC Circuit 2002) (“In Sinclair, the Court of Appeals noted that
ownership limits encourage diversity in the ownership of broadcast stations, which can in turn encourage a diversity of
viewpoints in the material presented over the airwaves. The court added that diversity of ownership as a means to
achieving viewpoint diversity has been found to service a legitimate government interest…”); Notice of Proposed
Rulemaking, In the Matter of 2002 Biennial Regulatory Review-Review of the Commission’s Broadcast Ownership
Rules and Other Rules Adopted Pursuant to Section 202 of the Telecommunications Act of 199, Cross- Ownership of
Broadcast Stations and Newspapers, Rules and Policies Concerning Multiple Ownership of Radio Broadcast Stations
in Local Markets, Definition of Radio Markets; MB Docket No. 02-277, MM Docket No. 01- 235, MM Docket No. 01-
317, MM Docket No. 00-244, (adopted Sept. 12, 2002). See also Turner Broadcasting System v. FCC, 512 U.S. 622,
662 (1994) (“The Supreme Court has determined that ‘promoting the widespread dissemination of information from a
multiplicity of sources’ is a government interest that is not only important, but is of the ‘highest order,’ Notice, 11
(quotation marks omitted); Rules and Policies Concerning Multiple Ownership of Radio Broadcast Stations in Local
Markets, 16 FCC Rcd 19861, 19877 (2001) (“Commission policy presumes that multiple owners are more likely to
provide ‘divergent viewpoints on controversial issues,’ which the Commission has stated is essential to democracy.”).
16
See Amendment of Section 73.35555 of the Commission’s Rules relating to Multiple Ownership of AM, FM, and
Television Broadcast Stations, Memorandum Opinion and Order, 100 FCC 2d 74, 87-92 (1985);
Telecommunications Act of 1996, Pub. L. No. 104-04 § 202(c)(1), 110 Stat. 56, 111 (1996); Consolidated
Appropriations Act, 2004, Pub. L. No. 108-199 § 629, 118 Stat. 3, 99-100 (2004); 47 CFR § 73.3555(e)(1): “No
license for a commercial television broadcast station shall be granted, transferred or assigned to any party (including all
parties under common control) if the grant, transfer or assignment of such license would result in such party or any of
its stockholders, partners, members, officers or directors having a cognizable interest in television stations which have
an aggregate national audience reach exceeding thirty-nine (39) percent.”
17
Sinclair-Tribune Application.
18
See Sinclair Broadcasting Group, Amendment to Comprehensive Exhibit (Apr. 24, 2018). Fifty-nine percent is a
generous calculation, since, as we discuss below, the proposed divestiture will still leave Sinclair with effective control
over at least six stations reaching 6.9 million households.
5
joint service agreements (JSAs) and shared service agreements (SSAs), also known as sidecar
agreements. In essence, these agreements are consolidation by another name. As Free Press notes,
JSAs and SSAs “effectively subvert public interest-based media ownership limitations, allowing
the larger broadcaster in such agreements to exert significant control over stations while a shell or
sidecar corporation maintains nominal ownership.” 19 The practical result of JSAs and SSAs is that
there are fewer stations producing news, fewer TV stations competing to present a diversity of
viewpoints, fewer broadcast station employees, fewer journalists, less time devoted to local news
coverage, and less competition to constrain advertising rates. In 2015, Sinclair had 44 sharing
agreements across the 162 broadcast stations it owns. If the merger is approved, Sinclair would
have a controlled duopoly or sidecar arrangement in 63 television markets, or almost 60 percent of
the merged company’s total markets.
audience reach limit mandated by Congress. However, the technical disparity that the discount
addressed no longer exists and the discount’s recent reinstatement by the Commission is under
court review. 20 Sinclair’s extensive use of SSAs and JSAs to skirt media ownership limits coupled
with its post-merger scale in violation of the national audience reach limit present a significant
structural threat to viewpoint diversity and competition and are reason enough to deny the merger.
The threats to localism, viewpoint diversity, and jobs compound the merger-related public interest
harms.
III. The Sinclair-Tribune merger would reduce viewpoint diversity and localism
The Supreme Court has affirmed that “assuring that the public has access to a multiplicity
of information sources is a governmental purpose of the highest order, for it promotes values
19
See Petition to Deny of Free Press, MB Docket 17-179 (Aug. 7, 2017), p. 13.
20
6
central to the First Amendment.” 21 The Sinclair-Tribune merger would reduce viewpoint diversity
and localism, especially for marginalized groups like communities of color and low-income
households, which rely heavily on local news broadcasts.
Despite the growth of the Internet, television remains the dominant screen for news
consumption, particularly local news. About fifty-seven percent of Americans report that they
often watch TV to get their news 22 and about 23 million American households watch the local
evening news. 23 In addition, people of color view broadcast television at a disproportionate rate.
Communities of color represent 44 percent of all broadcast-only homes in 2012, but only
represented 37 percent of the population. 24 According to the National Association of Broadcasters,
more than 7.7 million African-Americans, 14.6 million Hispanics, and 2.6 million Asian
American and Pacific Islander households rely on over-the-air broadcast TV. 25 Since these
communities rely disproportionately on broadcast television, they will be disproportionately
impacted by the reduction in localism and viewpoint diversity that would result from the massive
consolidation implicated by the proposed transaction.
Sinclair’s corporate editorial policy that requires its stations to air “must-run” segments
(also called “central casting”) compounds the serious merger-related harms to localism and
viewpoint diversity. Sinclair’s “must-runs” substitute locally produced broadcasts with centrally
originated programming, undercutting localism by forcing stations to cover particular issues in a
21
Turner Broadcasting System, Inc. v. FCC, 512 U.S. 663 (1994).
22
Amy Mitchell, Jeffrey Gottfried, Michael Barthel, & Elisha Shearer, The Modern News Consumer: News attitudes
and practices in the digital era, Pew Research Center (July 2016). Available at:
http://www.journalism.org/2016/07/07/pathways-to-news/
23
Katerina Eva Matsa, State of the News Media 2016, Pew Research Center (June 2016). Available at:
https://assets.pewresearch.org/wp-content/uploads/sites/13/2016/06/30143308/state-of-the-news-media-report-2016-
final.pdf
24
See National Association of Broadcasters, Over-the-air TV Viewership Soars to 54 Million Americans (June 18,
2012).
25
The National Association of Broadcasters, “Broadcast Television and Radio in African-American Communities”
(Jan. 2017); “Broadcast Television and Radio in Hispanic Communities” (Jan. 2017); “Broadcast Television and Radio
in Asian-American Communities” ( Jan. 2017). See also, Comments of The Leadership Conference on Civil and
Human Rights, MB Docket No. 17-318 (Mar. 19, 2018).
7
particular way with a particular viewpoint regardless of local station decisions. 26 This is
longstanding practice at Sinclair, 27 which it claims to use to cut costs. 28 And while this practice
results in less original news reporting and research, leading to job cuts, there are additional
dangers of these must-run segments. Forcing a particular viewpoint across stations – as opposed to
letting local stations compete for stories and elevate issues important to local communities –
results in widespread uniformity of thought. When uniformity of thought is used to push a
political narrative, it becomes propaganda. This danger was demonstrated by a video showing
news anchors from numerous local news networks owned by Sinclair reading talking points that
support one political party’s narrative about the media. 29 “This is a danger to our democracy,”
anchors from across the country said in unison. They are right.
IV. The Sinclair-Tribune merger would result in significant job loss
Sinclair has a long history of scaling back quality news and cutting jobs. When Sinclair
buys a station, cutting local news operations is not far behind. To cite a few examples:
• KOMO in Seattle, WA, Sinclair cut the station’s investigative reporting team, resulting in
a revolt against Sinclair’s management practices. 30
• WNWO in Toledo, OH, Sinclair moved the news operation out of the state, producing
news out of WSBT in South Bend, IN. 31
• WUHF in Rochester, NY, Sinclair fired the entire news, weather, and sports anchor
teams, and half of the remaining news staff. 32
• WXLV in Greensboro, NC, Sinclair fired the entire staff of 35. 33
26
Jim Rutenberg with Micheline Maynard, “TV News That Looks Local, Even if It’s Not,” The New York Times (June
2, 2003). Available at: http://www.nytimes.com/2003/06/02/business/tv-news-that-looks-local-even-if-it-s-not.html;
Jeffrey Layne Blevins, “Sinclair’s proposed purchase of Tribune Media is bad news for Des Moines, AZ Central (June
29, 2017). Available at: https://www.azcentral.com/story/opinion/columnists/2017/06/29/sinclairs-proposed-purchase-
tribune-media-bad-news-des-moines/439884001/
27
NABET-CWA staff who represent Sinclair bargaining units report that Sinclair management requires local stations
to run editorials generated from corporate headquarters in Baltimore, MD, and has done so for the last 18 years.
28
See Comments of Sinclair Broadcast Group, Broadcast Localism, MB Docket No. 04-233 (filed Apr. 28, 2008).
29
Deadspin, “Sinclair’s Soldiers in Trump’s War on Media,” (Apr. 2, 2018). Available on the website’s YouTube
channel: https://www.youtube.com/watch?v=_fHfgU8oMSo
30
Rachel Lerman, “KOMO Cuts Positions in Newsroom,” Seattle Times (Jan. 5, 2017).
31
Scott Jones, Sinclair Cuts Back Ohio Newscast, FTVLive (Feb, 20, 2017).
32
Free Press, Sinclair and the Public Airwaves – A History of Abuse (Oct. 11, 2004), p. 2.
33
Ibid.
8
• KOKH in Oklahoma City, OK, Sinclair fired the sports and weather departments, one
photo journalist, one reporter, and six other staff. 34
• KDNL in St. Louis, MO, Sinclair shut down the news operation, making it the only top-
four station in a top-25 market without a local newscast. 35
• WLFL in Raleigh, NC, Sinclair fired approximately one-third of the news staff. 36
After Sinclair purchased Washington, DC’s WJLA in 2013, it decimated the news operation. 37
Sinclair fired several on-air talent, including entertainment reporter Arch Campbell, sports anchor
Leon Harris, and 44-year veteran and one of the first female African-American anchors Maureen
Bunyan, along with many behind-the-scenes news producers and photographers. Gordon Peterson,
a long-time news anchor, left the station on principle along with the news director. Over the past
decade, Sinclair has reduced workers per station by more than 8 percent. 38 In 1Q2007, Sinclair
employed, on average, 48 workers per station. As of Dec. 2016, Sinclair has approx. 8,400
employees working at 191 stations, a ratio of 44 workers per station.
As discussed above, Sinclair has been a leader in joint service and shared service
agreements, which destroy jobs while resulting in fewer stations producing news, less time
devoted to local news, and fewer broadcast station employees and journalists. 39 The primary cost-
saving in these models is the reduction of employees through the elimination of locally originated
programming at one or more of the affected stations by duplicating (or triplicating) the same
programming. As Professor Danilo Yanich concluded in a study of local TV news and joint and
shared service agreements: “These arrangements have invariably resulted in a loss of jobs in at
34
Ibid.
35
Ibid.
36
Ibid.
37
Paul Farhi, “Here’s what happened the last time Sinclair bought a big-city station,” Washington Post (May 8, 2017).
38
The job-cutting trend extends beyond the last ten years. See Free Press, ex parte, MB Docket No. 09-182 (Mar. 7,
2014). (“One only need look at Sinclair’s employment levels over the past decade to see that the company has a long
track record of laying off workers and reducing the number of staff at each of its stations. In early 2001, Sinclair
employed 3,500 workers at its 63 owned or operated stations, or an average of 55.6 jobs per station. By the end of
February [2014], that number had declined to 43 workers per station.”)
39
See Comments of Communications Workers of America, The Newspaper Guild, and the National Association of
Broadcast Employees and Technicians, MB Docket Nos. 14-50, 09-182, 07-294, 04-256 (filed Aug. 5 2014).
9
least one of the stations involved in the agreement.” 40 Following the merger – including so-called
divestitures – the new Sinclair will have duopolies in 37 markets, triopolies in 19 markets, and
four or more stations in six markets across the country, with the result that these job-eliminating
trends are likely to continue.
V. Sinclair’s latest divestiture proposal does not resolve the merger’s public interest
or competitive harms
Sinclair’s most recent divestiture proposal – its fifth related to this transaction – contains
significant problems that strain the meaning of the word “divestiture.” While Sinclair claims it
will sell 23 stations, a careful look at the proposal reveals that the company will maintain control
over at least six of those stations. Sinclair proposes selling six stations to companies with close
ties to Sinclair. In four of these six locations, Sinclair will enter into joint service agreements and
shared services agreements, effectively allowing Sinclair to retain control of these so-called
divested stations.
• WGN-TV in Chicago, the third largest media market in the country reaching 3.3 million
households, will be sold to Steven B. Fader, a business partner of David Smith, Sinclair’s
executive chairman. 41 Sinclair plans to enter into sidecar agreements with WGN,
effectively allowing Sinclair to retain control of this station.
• KUNS in Seattle, KMYU in Salt Lake City, and KAUT in Oklahoma City will be sold
to Howard Stirk Holdings (HSH), which is owned by Armstrong Williams, a friend of
Sinclair’s owners. 42 Sinclair plans to enter into sidecar agreements with each of these
stations, effectively allowing Sinclair to retain control. Seattle, WA is the twelfth largest
media market in the country, reaching 1.9 million households. Salt Lake City, UT is the
thirtieth largest media market in the country, reaching 950,000 households. And Oklahoma
City, OK is the forty-first largest media market in the country, reaching 705,000
households.
40
Danilo Yanich, ex parte, “Local TV News and Service Agreements: A Critical Look,” Docket No. 09-182 (Oct. 24,
2011), p. 102.
41
Joe Flint and John McKinnon, “Sinclair Faces Federal Resistance Over Proposed Purchase of Tribune Media,” Wall
Street Journal (Apr. 10, 2018). Available at: https://www.wsj.com/articles/sinclair-faces-fcc-resistance-over-tribune-
purchase-1523387359; Holden Willen, “Sinclair CEO Expects Decisions Soon on Long-Awaited Tribune Acquisition,
Baltimore Business Journal, (June 7, 2018). Available at:
https://www.bizjournals.com/baltimore/news/2018/06/07/sinclair-ceo-expects-decision-soon-on-long-awaited.html
42
Jason Schwartz, “Armstrong Williams Got ‘Sweetheart’ Deal from Sinclair,” Politico (June 13, 2018). Available at:
https://www.politico.com/story/2018/06/13/sinclair-broadcasting-armstrong-williams-642997
10
Moreover, Sinclair will sell HSH these three stations for $4.9 million, a fraction of the $50-
60 million an industry analyst expected. 43 The “sweetheart” deal should raise serious
concerns about whether this divestiture is a legitimate, arms-length transaction.
• KDAF in Dallas and KIAH in Houston will be sold to Cunningham Broadcasting, which
is owned and controlled by Michael Anderson, an investment banker with close ties to
Sinclair’s owners. Cunningham currently owns, and Sinclair operates, KTXD in Dallas.
Acquiring KDAF will give Cunningham Broadcasting a duopoly in Dallas, TX.
In 2014, the Commission required Sinclair, as a condition of its purchase of eight Allbritton
Communications’ stations, to eliminate all sidecar agreements in overlapping markets. 44 In
reviewing the Sinclair-Tribune transaction, the Commission should follow this precedent and see
these sidecar agreements as what they are: a way to maintain control and skirt divestiture rules. 45
Moreover, Sinclair has a history of evading Commission rules with its sidecar agreements.
Two years ago, the Commission fined Sinclair more than $9 million for violating Section 325 of
the Communications Act, which prohibits broadcast television stations from “failing to negotiate
in good faith.” 46 In the course of its investigation, the Commission’s Media Bureau found that
“Sinclair represented numerous Non-Sinclair Stations in retransmission consent negotiations with
MVPDs (multi-channel video programming distributors)” and that “Sinclair negotiated
Stations with which it has JSAs, LMAs (local marketing agreements), or SSAs, concurrently with
its negotiations for retransmission consent of at least one Sinclair Station in the same local
market.” 47 Sinclair’s past violations of the Commission’s rules on joint retransmission consent
negotiations provide further evidence that Sinclair’s post-divestiture sidecar agreements with
43
Ibid.
44
See, Federal Communications Commission, Memorandum Opinion and Order, MB Docket No. 13-203 (rel. July 24,
2014).
45
Keach Hagey, “Sinclair Draws Scrutiny Over Growth Tactic,” Wall Street Journal (Oct. 20, 2013).
46
47 USC § 325(b)(2)(C).
47
See Federal Communications Commission, Order, Acct No. MB-201641420017, FRNL 0004331096 (rel. July 29,
2016), p. 5.
11
WGN in Chicago, KUNS in Seattle, KMYU in Salt Lake City, and KAUT in Oklahoma are not
divestitures at all, but are designed to ensure that Sinclair retains effective control over these
stations reaching 6.9 million households, giving New Sinclair greater leverage in retransmission
consent negotiations and the ability to set anti-competitive advertising prices.
In summary, the Commission should reject Sinclair’s divestiture proposal because it does
not resolve the public interest and anti-competitive harms resulting from the proposed transaction.
Even the most generous post-divestiture calculation that includes the six “non-divested” stations
would still give the New Sinclair a 59 percent national audience reach, in clear violation of the 39
percent national audience reach limit mandated by Congress. The Commission should reject the
divestiture plan, and by extension, the Sinclair-Tribune transaction applications.
VI. The Commission should not rule on the Sinclair-Tribune merger before the Court
of the DC Circuit rules on the Commission’s reinstatement of the UHF discount
audience reach limit mandated by Congress. The UHF discount, adopted in 1984, is a technically
obsolete method of counting audience reach that is currently under court review. The discount was
intended to account for technical differences between UHF and VHF stations. It allowed TV
broadcasters to count UHF stations at 50 percent when calculating the broadcast owners’ ability to
reach television households across the country. But today, after the digital TV transition, the
technical disparity that the discount addressed no longer exists and the Commission rightfully
eliminated the discount in 2016. 48 However, in 2017, the Commission reinstated the UHF
discount.
Public interest groups challenged the Commission’s reinstatement of the UHF discount at
48
See Federal Communications Commission, Report and Order, MB Docket No. 13-236 (rel. Sept. 7, 2016).
12
the US Court of Appeals for the DC Circuit. 49 At the center of the case is whether the
Commission under Chairman Pai acted arbitrarily when it reversed an earlier Commission
decision to eliminate the discount. A judgement is expected in August, after this pleading cycle
ends.
The Commission should not rule on the Sinclair-Tribune merger until the DC Circuit rules
on the public interest groups’ challenge of the UHF discount reinstatement. From a practical
standpoint, if the Commission were to rule on the merger before the court’s ruling and if the court
vacates the Commission’s reinstatement of the UHF discount, the merged company will, even
with the current divestiture proposal, far exceed the 39 percent audience reach limit mandated by
Congress and it will be difficult to un-do the transaction to comply with the law. Moreover, due
process is important. As more than 40 US representatives wrote in a recent letter to Chairman Pai
on this matter: “Confidence in the courts ensures confidence in our laws and institutions.
Undermining a decision-making process by the court harms public confidence in the FCC’s ability
to make decisions that are consistent with public interest and current law.” 50 CWA concurs. As
both a practical and procedural matter, the Commission should not rule on the Sinclair-Tribune
merger before the DC Circuit rules on the Commission’s reinstatement of the UHF discount.
VII. Conclusion
Over the past year, across five divestiture proposals, Applicants fail to demonstrate that
any purported merger-related benefits exceed the substantial public interest harms. Even with the
totally inadequate proposed divestitures, the Sinclair-Tribune merger would violate the 39 percent
national audience reach limit mandated by Congress. It would reduce viewpoint diversity, harm
localism, diminish competition in the industry, and result in significant job loss. Sinclair’s most
49
50
See US House Letter, p.2.
13
recent divestiture proposal does not resolve merger-related harms. Indeed, the proposal strains the
meaning of the word “divestiture.” Although Sinclair claims it will sell 23 stations, it will in fact
maintain effective control over at least six of those stations through ownership relationships and
sidecar agreements with four of those stations. Sinclair’s past history demonstrates that Sinclair
uses sidecar agreements to leverage anti-competitive pricing in retransmission negotiations. And
while it would be premature for the Commission to rule on the proposed transaction before the
DC Circuit issues a decision on the UHF discount, the Commission should deny the Sinclair-
Tribune merger.
Brian Thorn
June 20, 2018
14
BEFORE THE
In the Matter of )
)
and Sinclair Broadcast Group )
)
)
PETITION TO DENY
DISH Network L.L.C. (“DISH”)1 respectfully petitions the Commission to deny the
amended applications of Sinclair Broadcast Group, Inc. (“Sinclair”) to acquire Tribune Media
Company (“Tribune”) (collectively, the “Applicants”) and their related divestiture requests
(collectively, the “Applications”).2
1
DISH is a multichannel video programming distributor (“MVPD”) that retransmits local
broadcast stations in every one of the 210 designated market areas in the United States. DISH
today has retransmission consent agreements with both Applicants, allowing it to retransmit
certain local broadcast stations owned by the Applicants. DISH expects to negotiate with both
Applicants in the future for continued retransmission of their stations. In addition, DISH’s Sling
TV, an Online Video Distributor (“OVD”), has started offering local stations in a number of
markets, and intends to expand this offering if it can achieve reasonable terms from broadcast
groups such as Sinclair and Tribune. For these and other reasons described herein, DISH is a
party in interest under Section 309(d)(1) of the Communications Act. See 47 U.S.C. § 309(d)(l).
2
See Public Notice, MB Docket No. 17-179, Media Bureau Establishes Consolidated Pleading
Cycle for Amendments to the June 26, 2017, Applications to Transfer Control of Tribune Media
Company, to Sinclair Broadcast Group, Inc., Related New Divestiture Applications, and Top-
Showings in Two Markets, DA 18-530 (May 21, 2018). DISH filed a Petition to Dismiss or
Deny the initial application. Petition to Dismiss or Deny of DISH Network L.L.C., MB Docket
No., 17-179 (Aug. 7, 2017) (“Petition”). DISH also filed a reply to the Applicants’ Opposition.
See Reply of DISH Network L.L.C., MB Docket No. 17-179 (Aug. 7, 2017) (“Reply”). Because
the facts and arguments presented in those pleadings apply to the amended applications as well
as the new applications, DISH incorporates both by reference.
1
Through this proposed transaction, Sinclair seeks permission to become the largest
broadcaster in the country. As DISH and numerous other diverse parties have explained
previously, this transaction will lead to higher prices, more station blackouts, less choice, and
less local news for millions of consumers.3 The Applicants have not addressed these harms, and
have not provided evidence that this transaction will lead to verifiable benefits. During the initial
pleading cycle, DISH, among other things, submitted economic evidence that has essentially
gone unrebutted by the Applicants. The Applicants submitted an economic report that was not
fully responsive to DISH’s showings, and DISH responded with a new study that the Applicants
have yet to address.
The Applicants now propose new divestitures that were not in their initial filing. Among
other things, the Applicants attempt to 1) address the overlaps between their respective stations
through arrangements that merit closer scrutiny; and 2) bring the reach of the transaction within
an ownership cap that depends on the survival of the recently reinstated UHF discount, a rule
3
Petition to Deny of the American Cable Association, MB Docket No. 17-179 (Aug. 7, 2017);
Petition to Deny of NTCA – The Rural Broadband Association, MB Docket No. 17-179 (Aug. 7,
2017) (“NTCA Petition”); Petition to Deny of the Competitive Carriers Association, MB Docket
No. 17-179 (Aug. 7, 2017); Comments of T-Mobile USA, Inc., MB Docket No. 17-179 (Aug. 7,
2017); Comments of the American Television Alliance, MB Docket No. 17-179 (Aug. 7, 2017);
Petition to Deny of Free Press, MB Docket No. 17-179 (Aug. 7, 2017); Petition to Deny of
Public Knowledge, Common Cause, and the United Church of Christ, OC Inc., MB Docket No.
17-179 (Aug. 7, 2017); Comments of Cinémoi, RIDE Television Network, Awe – A Wealth Of
Entertainment, MAVTV Motor Sports Network, One America News Network, TheBlaze and
Eleven Sports Network, MB Docket No. 17-179 (Aug. 7, 2017); Petition to Dismiss or Deny of
Newsmax Media, Inc., MB Docket No. 17-179 (Aug. 7, 2017); Petition to Deny of Steinman
Communications, Inc., MB Docket No. 17-179 (Aug. 7, 2017); Letter from Karl Frisch,
Executive Director, Allied Progress to Ajit Pai, Chairman, FCC, MB Docket No. 17-179 (Aug.
7, 2017); Letter from Lonnie R. Stephenson, International President, International Brotherhood
of Electrical Workers to Michelle M. Carey, Media Bureau Chief, FCC, MB Docket No. 17-179
(Aug. 7, 2017).
2
that is currently under review by the D.C. Circuit. It is therefore premature to move forward
with the Applications until the Court settles the status of the UHF discount.
II. THE RECORD DOES NOT DEMONSTRATE THAT THE MERGER IS IN THE
PUBLIC INTEREST
Benefits. The Applicants’ initial public interest showing was two-and-a-half pages of
assertions, with no supporting evidence.4 In their Opposition, the Applicants tried re-framing
their initial assertions to rely on size and scale as a public interest rationale, suggesting that the
combined company would be able “to invest in local news and sports (among other
programming) and to advance and leverage their technological innovation,”5 and “negotiate for
compensation from MVPDs that more closely reflects the fair value of broadcast
programming.”6 But, these arguments were not backed by adequate evidence.
Harms. As many stakeholders have noted, the merger will lead to higher prices in the
form of increased retransmission consent fees. This view is supported by the econometric
analysis prepared by DISH’s experts, Professor Janusz Ordover, William Zarakas, and Dr.
Jeremy Verlinda, who explained that the transaction will lead to higher retransmission consent
fees and higher prices for consumers.7 The Applicants responded with a paper from Professor
Gowrisankaran that was limited to questioning the assumptions and context under which DISH’s
4
Application of Tribune Media Company and Sinclair Broadcast Group, Inc., MB Docket No.
17-179, at 2-4 (June 28, 2017).
5
Tribune Media Company and Sinclair Broadcast Group, Inc., Consolidated Opposition to
Petitions to Deny, MB Docket No. 17-179, at 6 (Aug. 22, 2017) (“Opposition”).
6
Id. at 29. The ability to “negotiate for compensation from MVPDs that more closely reflects
the fair value of broadcast programming,” id. at 42-44, turns the public interest analysis on its
head, as it would result in higher prices for MVPDs, higher prices for OVDs, and ultimately
higher prices for consumers.
7
Petition at 14-43 and Exhibits D and E.
3
analyses were undertaken, while not reaching any conclusions.8 The Applicants did not model or
estimate the economic effects of the merger. On reply, Professor Ordover, Mr. Zarakas, and Dr.
Verlinda showed that Professor Gowrisankaran’s objections were not supported by academic
literature.9
Localism. Finally, while the Applicants claim localism as a benefit to the transaction, the
record has demonstrated the opposite. DISH’s Petition to Deny detailed Sinclair’s practice of
acquiring local broadcast stations and shedding local talent and news operations. The Applicants
admitted that Sinclair reduced news staff at many of the stations Sinclair acquired from Fisher
and Allbritton.10 The Applicants also admitted that Sinclair moves news operations out of a local
market,11 having supposedly “local” broadcasters providing local news from another community
altogether.
III. IT IS PREMATURE FOR THE COMMISSION TO MOVE FORWARD WITH

THE AMENDED APPLICATIONS
The latest amendments and divestiture applications attempt to remedy same-market
station overlaps and bring Sinclair into compliance with the statutory 39 percent national
ownership cap.12 Because the post-divestiture transaction will still give Sinclair a national
audience reach of 65.9 million television households (58.77% of the nation’s total), its
compliance with the 39% national ownership cap also assumes application of the UHF
discount.13 But the discount may be eliminated in a pending case before the D.C. Circuit.14
8
Id.
9
Reply at 27-36.
10
Opposition at 9 (“[W]hile anchors may have been replaced or staffing may have been reduced
at some stations. . . .”); id. at 20 (“While there have been staffing reductions over the
years. . . .”); id. at Exhibit H ¶ 6 (“While Sinclair has had some staff reductions at many of the
stations it acquired. . . .”).
11
Id. at 19.
4
During oral argument in that case, one of the three judges foreshadowed the rule’s uncertain fate
by noting: “[i]t doesn’t seem that there’s any option for keeping [the discount] in its current
form that seems at least plausible at this stage . . . I don’t understand the point of keeping this
thing alive when everyone has said it’s obsolete, it’s harmful, there’s no point to it, it’s way
outdated, it needs to be gone.”15
If the UHF discount were to be eliminated after the transaction is approved and
consummated, then Sinclair would be out of compliance with the cap for about 20% of the
nation’s households. It would therefore need to propose new divestitures that would have to be
greater than what it has proposed to date. As a result, it is premature to move forward with the
merger applications until the Court settles the status of the UHF discount. To the extent the
Commission chooses to revise the national ownership cap, the appropriate place to do so is in the
separate proceeding that is currently open for public input.16
IV. CONCLUSION
The Applicants have not provided the Commission with the means to find that the
transaction is in the public interest.17 Therefore, the Commission should deny the Applications
as amended.
12
See Consolidated Appropriations Act of 2004, Pub. L. No. 108-199, § 629, 118 Stat. 3, 99-100
(2004); see also 47 C.F.R. § 73.3555(e).
13
See May Amendment at Exhibit J.
14
Free Press, et al. v. FCC, Case No. 17-1129 (D.C. Cir. 2017).
15
Oral Argument Transcript, Free Press, et al. v. FCC, Case No. 17-1129 (D.C. Cir. 2017), at
32, 1:10.
16
Ownership Rule, Notice of Proposed Rulemaking, MB Docket No. 17-318 (Dec. 18, 2017).
17
Applications of Level 3 Communications, Inc. and CenturyLink, Inc. For Consent to Transfer
Control of Licenses and Authorizations, 32 FCC Rcd. 9581, 9586 ¶ 11 (2017).
5
____________/s/________________
Pantelis Michalopoulos Jeffrey H. Blum, Senior Vice President
Stephanie A. Roy & Deputy General Counsel
Christopher Bjornson Alison Minea, Director and Senior Counsel,
Steptoe & Johnson LLP Regulatory Affairs
1330 Connecticut Ave, N.W. Hadass Kogan, Corporate Counsel
Washington, D.C. 20036 DISH Network L.L.C.
(202) 429-3000 1110 Vermont Avenue, N.W., Suite 750
Counsel for DISH Network L.L.C. (202) 293-0981
June 20, 2018
6
I hereby certify that, on this 20th day of June 2018, I caused a copy of the foregoing Petition to
Deny of DISH Network L.L.C. to be filed electronically with the Commission using the ECFS system and
caused a copy of the foregoing to be served upon the following individuals by electronic mail.

mrosenstein@cov.com

/s/ Christopher Bjornson___________

Steptoe & Johnson, LLP
7
Before the
)
In the Matter of )
)
Application of Sinclair Broadcast ) MB Docket No. 17-179
Group, Inc. and Tribune Media Company )
)
PETITION TO DENY DIVESTITURE APPLICATIONS
Dana J. Floberg
S. Derek Turner
Matthew F. Wood
Free Press
1025 Connecticut Ave, NW
Suite 1110
202-265-1490
June 20, 2018

TABLE OF CONTENTS
INTRODUCTION AND EXECUTIVE SUMMARY………………………………………….2
I. Statement of Interest……………………………………………………………………… 5
II. Sinclair’s Acquisition of Tribune Would Not Serve the Public Interest…………………..
6
A. The Proposed Divestitures Fail to Eliminate Harms of Overlap Markets………... 7

Overreach………………………………………………………………………...14
CONCLUSION………………………………………………………………………………… 18
Exhibit A: Declarations of Craig Aaron, Mary Tuma, Stephen Barker, James Rinnert, Denis
Moynihan, Anthony Shawcross, Julie Kay Johnson, Russell James Martin, Michele (Shelly) Ann
Silver, Weldon Frederick Wooden, Ernesto Aguilar, Nicholas Shoemaker, Thomas H. Klammer,
Susan Lacerda Stupy, Meg Amelia Riley, Henry Fernandez, Manolia Charlotin, Andrew Glass,
Joann Hill, Rosalind Schneider, Jonathan Rintels, Desiree Hill, Steven P. Hunt, Hannah Jane
Sassaman, Christine Quigley, Mary Kathryn Taylor, Sue Wilson, William Steven Child, Steve
Gevurtz, Seena Seward, Bev Hovda, and Ken Hovda
1
INTRODUCTION AND EXECUTIVE SUMMARY
Free Press, pursuant to Sections 309(d) and 310(d) of the Communications Act (the
“Act”), 47 U.S.C. §§ 309(d), 310(d), and 47 C.F.R. § 73.3584, petitions the Federal
Communications Commission (“FCC” or “Commission”) to deny the assignment of licenses
from Tribune Media Company (“Tribune”) to Sinclair Broadcast Group, Inc. (“Sinclair”)
(together, “Applicants”).1 This Petition to Deny the Applicants’ Divestiture Applications
complements Free Press’s initial petition to deny and our reply filed in the above-captioned
docket in 20172; and it is submitted in response to the Commission’s Public Notice in this same
docket, released on May 21, 2018, setting forth procedures for filing petitions to deny the
Divestiture Applications.3
1
Free Press seeks denial of the transfer of all licenses subject to this proceeding, File Nos.
BTCCDT-20170626AGH; BTCCDT-20170626AGL; BTCCDT-20170626AGO; BTCCDT-20170626AFZ;
BTCCDT-20170626AGA; BTCCDT-20170626AGB; BTCCDT-20170626AGC; BTCCDT-20170626AFH;
BTCCDT-20170626AFI; BTCCDT-20170626AFP; BTCCDT-20170626AFO; BTCCDT-20170626AFN;
BTCCDT-20170626AFM; BTCCDT-20170626AFL; BTCCDT-20170626AFK; BTCCDT-20170626AFJ;
BTCCDT-20170626AFT; BTCCDT-20170626AFY; BTCCDT-20170626AGF; BTCCDT-20170626AGP;
BTCCDT-20170626AGI; BTCCDT-20170626AGN; BTCCDT-20170626AGM; BTCCDT-20170626ADY;
BTCCDT-20170626ADZ; BTCCDT-20170626AFR; BTCCDT-20170626AFR; BTCCDT-20170626AFU;
BTCCDT-20170626AFV; BTCCDT-20170626AFW; BTCCDT-20170626AEM; BTCCDT-20170626AFF;
BTCCDT-20170626AFE; BTCCDT-20170626AFD; BTCCDT-20170626AFC; BTCCDT-20170626AFB;
BTCCDT-20170626AFA; BTCCDT-20170626AEZ; BTCCDT-20170626AEY; BTCCDT-20170626AEX;
BTCCDT-20170626AEW; BTCCDT-20170626AEV; BTCCDT-20170626AEU; BTCCDT-20170626AET;
BTCCDT-20170626AES; BTCCDT-20170626AER; BTCCDT-20170626AEQ; BTCCDT-20170626AEP;
BTCCDT-20170626AEO; BTCCDT-20170626AEN; BTCCDT-20170626AEL; BTCCDT-20170626AGQ;
BTCCDT-20170626AGR; BTCCDT-20170626AGS; BTCCDT-20170626AGT; BTCCDT-20170626AGU;
BTCCDT-20170626AGV; BTCCDT-20170626AGW; BTCCDT-20170626AGX; BTCCDT-20170626AEF;
BTCCDT-20170626AEE; BTCCDT-20170626AFQ; BTCCDT-20170626AGJ; BTCCDT-20170626AEG;
BTCCDT-20170626AGD; BTCCDT-20170626AGE; BTCCDT-20170626AEA; BTCCDT-20170626AEB;
BTCCDT-20170626AFG; BTCCDT-20170626AGK; BTCCDT-20170626AGG; BTCCDT-20170626AFX;
BTCCDT-20170626AEK; BTCCDT-20170626ADX; BTCCDT-20170626AED; BTCCDT-20170626AGY;
BTCCDT-20170626AEC; BTCCDT-20170626AEH; BTCCDT-20170626AEJ; BTCCDT-20170626AEI.
2
See generally Petition to Deny of Free Press, MB Docket No. 17-179 (Aug. 7, 2017) (“Free Press Initial Petition”).
Free Press additionally filed a Reply to Consolidated Opposition during the first pleading cycle: Reply to
Consolidated Opposition, MB Docket No. 17-179 (Aug. 29, 2017) (“Free Press Reply”).
3
See Media Bureau Establishes Consolidated Pleading Cycle for Amendments to the June 26, 2017 Applications,
MB Docket No. 17-179, Public Notice, DA 18-530 (rel. May 21, 2018).
2
Sinclair is a nationwide television broadcasting company that owns and operates a total
of 191 broadcast television stations in 89 markets.4 On May 8, 2017, Sinclair announced that it
had entered into an agreement to acquire Tribune for $3.9 billion, with a total transaction value
of more than $6.7 billion including the debt value assumed. This agreement would transfer to
Sinclair 42 television stations in 33 markets, as well as WGN America, WGN Radio, and a 31
percent stake in Food Network. Free Press filed a Petition to Deny the transaction on the basis of
extensive media ownership rule violations and impending public interest harms.5 The Applicants
filed amendments to the original applications on April 24, 2018, and again on May 14, 2018,
including a new set of applications seeking permission to divest certain stations to third parties.6
If the Commission approves these transfers and divestitures, Sinclair would still become
the largest broadcaster in the country, owning, operating, programming, and/or providing sales
services to 215 television stations in 102 markets, including 35 of the top 50 markets. In eleven
of those markets, Sinclair would own or operate two, three, or even four stations in combinations
that the Local Television Multiple Ownership Rule (“duopoly rule”) would prohibit under certain
circumstances, even if the Commission succeeds in re-shaping and gutting that rule.7
4
See Sinclair Broadcast Group Inc., Form 10-Q Quarterly Report at 10 (May 10, 2018) (“Sinclair 10-Q”)
http://sbgi.ir.edgar-online.com/fetchFilingFrameset.aspx?FilingID=12745658&Type=HTML&filename=SINCLAIR
_BROADCAST_GROUP_INC_10Q_20180510.
5
See generally Free Press Initial Petition; Free Press Reply.
6
File Nos. BALCDT-20180430ACV; BALCDT-20180426ABR; BALCDT-20180426ABQ;
BALCDT-20180430ADA; BALCDT-20180430ACY; BALCDT-20180430ACU; BALCDT-20180514ABW;
BALCDT-20180514ABC; BALCDT-20180514AAU; BALCDT-20180514ABB; BALCDT-20180514ABA;
BALCDT-20180514ABF; BALCDT-20180514AAZ; BALCDT-20180514ABD; BALCDT-20180514ABE;
BALCDT-20180426ABP; BALCDT-20180427ABL; BALCDT-20180427ABM; BALCDT-20180430ADB;
BALCDT-20180430ACX; BALCDT-20180227ABD; BTCCDT-20180514ABV.
7
See 47 C.F.R. § 73.3555(b).
3
Overall, Sinclair’s owned-station footprint would expand to reach 58.8 percent of U.S.
television households8 – rising to 66.3 percent when counting the reach of nominally divested
sidecar stations over which Sinclair would exert de facto control.9 The National Television
Multiple Ownership Rule (“national audience reach cap”) expressly forbids combinations that
result in any broadcaster reaching more than 39 percent of such households nationally.10 Sinclair
relies on the technically-obsolete UHF discount to adjust its national cap calculation to 37.4
percent,11 despite the very real possibility that the D.C. Circuit will overturn the Commission’s
unsupportable decision to exhume the UHF discount from its deserved regulatory grave.
Additionally, were Sinclair’s sidecar stations and shell companies included in its national reach
calculations, even the UHF discount figure rises to an unacceptable 41.1 percent.
Moreover, the proposed divestitures fail to mitigate the serious public interest harms Free
Press and other Petitioners identified in the first pleading cycle.12 Sinclair once again abuses
sharing agreements and other shady arrangements with subsidiary sidecar companies to maintain
functional control over violative station combinations, and in a newly-deceptive twist, to hide the
actual extent of the broadcaster’s national reach. The Applicants also rely heavily on a series of
ill-advised decisions the Commission recently made to slash media ownership protections. The
8
Licenses and Authorizations, Amended Comprehensive Exhibit, Amendment to FCC Form 315, at Exhibit J
National Ownership Calculation (April 24, 2018) (“April Comprehensive Exhibit”).
9
All Free Press calculations use the Nielsen 2017-2018 Local Television Market Universe Ranking to determine
percentage of household share for specific DMAs.
10
See 47 C.F.R. § 73.3555(e).
11
See April Comprehensive Exhibit at Exhibit J; Press Release, Sinclair Broadcast Group Inc., “Sinclair Provides
Additional Information About Agreements to Sell TV Stations Related To Closing Tribune Media Acquisition”
(May 9, 2018) (“May Amendment Announcement”), http://sbgi.net/wp-content/uploads/2018/05/Divestitures-
Announcement-FINAL.pdf.
12
See Free Press Initial Petition at 20-26; Petition to Deny of Public Knowledge, Common Cause, and United
Church of Christ OC, Inc., MB Docket No. 17-179, at 3-7 (Aug. 7, 2017); Petition to Deny of Dish Network LLC,
MB Docket No. 17-179, at 45-65 (Aug. 7, 2017); Petition to Deny of American Cable Association, MB Docket No.
17-179, at 13-20 (Aug. 7, 2017).
4
proposed transaction violates the spirit and the letter of the Commission’s rules, and would do
permanent harm to broadcast competition, diversity and localism.
I. Statement of Interest
Free Press is a national, nonpartisan organization working to reform the media, to
increase public participation in crucial media and telecommunications policy debates, and to
foster policies that will produce a more competitive, equitable and public-interest-oriented media
ecosystem. Free Press is the largest media reform organization in the United States, with more
than 1.4 million activists and members nationwide.
Since its inception, a core component of Free Press’ mission has been to promote diverse
and independent media ownership, and to prevent the concentration of media markets and the
harms that flow therefrom. Free Press has participated extensively in media ownership
proceedings at the Commission, including the 2014 Quadrennial Media Ownership Review,
previous quadrennial reviews and litigation stemming from them, and several broadcast
television license transfer proceedings prior to this transaction. Free Press similarly filed an
initial Petition to Deny (“Initial Petition”) and Reply to Consolidated Opposition during the first
pleading cycle addressing the instant transaction. In each proceeding, Free Press has advocated
for policies that promote competition, diversity, and localism to serve the public interest. As
such, Free Press constitutes a “party in interest” within the meaning of Section 309(d) of the
Communications Act, as amended, and has standing to participate in this proceeding.
As demonstrated herein and in the attached declarations, originally filed with our Initial
Petition, Free Press has members and constituents that reside in the areas served by television
5
stations subject to this Petition.13 Additionally, nearly 60,000 Free Press members have signed an
online petition opposing the Sinclair-Tribune merger. Grant of permission for the assignment of
these licenses would harm Free Press, along with its members and constituents, by causing a
permanent loss of diversity of viewpoints available to their communities, a permanent decrease
in competition in local news, and a variety of related harms to diversity of ownership and
localism in news coverage.
II. Sinclair’s Acquisition of Tribune Would Not Serve the Public Interest
As Free Press noted in our Initial Petition, Section 310(d) of the Act requires the
Commission to determine whether a proposed license transfer will serve the public interest,
convenience, and necessity. A critical part of this determination involves assessing whether the
transaction complies with the Act and with the Commission’s media ownership rules.14 Sinclair’s
proposed divestitures are intended to bring the transaction into superficial compliance with the
duopoly rule, and into temporary nominal compliance with the congressionally mandated
national audience reach cap (pending the D.C. Circuit decision on the Commission’s nonsensical
reinstatement of the obsolete UHF discount). But as with the entire proposed transaction, the
divestitures likewise violate the spirit and the letter of the Commission’s rules by making
abundant use of obsolete regulatory loopholes and deceptive shell games. Even should the
Commission mistakenly decide to accept these bad-faith efforts as sufficient rule compliance, the
Applicants still fail to demonstrate any affirmative public interest benefits to counter the obvious
13
See Declarations of Craig Aaron, Mary Tuma, Stephen Barker, James Rinnert, Denis Moynihan, Anthony
Shawcross, Julie Kay Johnson, Russell James Martin, Michele (Shelly) Ann Silver, Weldon Frederick Wooden,
Ernesto Aguilar, Nicholas Shoemaker, Thomas H. Klammer, Susan Lacerda Stupy, Meg Amelia Riley, Henry
Fernandez, Manolia Charlotin, Andrew Glass, Joann Hill, Rosalind Schneider, Jonathan Rintels, Desiree Hill,
Steven P. Hunt, Hannah Jane Sassaman, Christine Quigley, Mary Kathryn Taylor, Sue Wilson, William Steven
Child, Steve Gevurtz, Seena Seward, Bev Hovda, and Ken Hovda (attached as Exhibit A).
14
See 47 U.S.C. § 310(d).
6
threats this massive consolidation poses to local news coverage generally and to viewers in
communities of color specifically.
A. The Proposed Divestitures Fail to Eliminate Harms of Overlap Markets
In our initial Petition to Deny, Free Press explained the serious harms that must
inevitably result from the Applicants’ proposal to transfer stations serving a dozen “overlap
markets,” in which both Tribune and Sinclair currently own or operate local television stations.
We noted that ownership of multiple local television stations within the same media market
“would subject the impacted communities to diminished competition resulting from a reduction
in the number of independent broadcast voices – an outcome that both Republican- and
Democratic-led Commissions have recognized as harmful to the public interest.”15 When we
consider that people of color and low-income families over-index as broadcast television
viewers, it’s clear that these communities are bearing the brunt of the harms caused by the waves
of newsroom closures and job cuts that have come hand-in-hand with market consolidation.16 Far
from resulting in “more news,” as Sinclair repeatedly claims, multi-station combinations in a
single market lead to fewer stations producing original news, and more stations rebroadcasting
the same cookie-cutter programming handed down from Sinclair’s corporate headquarters.17 In
fact, a recent Emory University study found that local news stations bought by Sinclair
noticeably decreased their local political news coverage and took on a more extreme
right-leaning political slant – often by wedging “must-run” propagandistic content into local
newscasts and forcing robotic corporate scripts into the mouths of local reporters.18
15
Free Press Initial Petition at 9.
16
See id. at 21.
17
See id. at 22.
18
See Ex Parte of Free Press, MB Docket No. 17-179 at 2 (Apr. 17, 2018) (“Free Press Ex Parte”).
7
The Commission’s duopoly rule was intended to curtail those harms by preventing such
disastrous and anti-competitive broadcast combinations. This purpose is still a vital one, even
after the Commission’s recent mistaken actions to undercut the duopoly rule at the expense of
local communities. On November 16, 2017, this Commission voted to eliminate the Eight Voices
Test which barred any combinations that would reduce the number of independent broadcast
voices to fewer than eight competitors, and also voted to allow Top Four station duopoly
combinations on a case-by-case basis.19 These ill-advised changes smoothed the way for big
broadcasters like Sinclair to gobble up even more of their erstwhile competitors and what little
remains of competition and diversity in local broadcast markets, and they cleared the way for
Sinclair’s dystopian vision of the industry consolidating down “to two or three large
broadcasters, and really just one to two strong local players in each market.”20
Free Press, Common Cause, National Association of Broadcast Employees and
Technicians-Communications Workers of America, and the United Church of Christ Office of
Communication, Inc. sued the Commission to reinstate the media ownership duopoly
protections, which the communities that broadcasters are licensed to serve rely on to ensure they
have access to a variety of independent voices instead of a handful of consolidated corporate
monoliths.21 Approving this transaction on the basis of dramatically weakened local ownership
rules currently under litigation would be a serious affront to the public interest. Additionally, it
19
In the Matter of 2014 Quadrennial Regulatory Review – Review of the Commission’s Broadcast Ownership Rules
and Other Rules Adopted Pursuant to SEction 202 of the Telecommunications Act of 1996, MB Docket No. 14-50,
Order on Reconsideration and Notice of Proposed Rulemaking, FCC 17-156, ¶ 66 (2017).
20
Transcript of Sinclair Broadcast Group Q2 Earnings Call (Aug. 2, 2017), https://seekingalpha.com/article/4093745
-sinclair-broadcast-group-sbgi-q2-2017-results-earnings-call-transcript?part=single.
21
See generally Petition for Review, Free Press et al. v. FCC, No. 18-1072 (D.C. Cir. Mar. 9, 2018). That petition
for review was consolidated with a similar challenge filed in the Third Circuit by Prometheus Radio Project and
Media Mobilizing Project.
8
would raise further questions of an improper relationship between Commission officials and the
Applicants.22 The Commission should postpone its decision regarding this transaction until after
its hasty and misguided cuts to local ownership rules are settled in the courts. Rushing to approve
an unprecedented merger – only made possible, in its present form, by highly-disputed rule
changes still under appellate review – is entirely unnecessary.
Yet Sinclair denied any need to comply even with these greatly relaxed local ownership
rules in the original applications,23 and its President and CEO Chris Ripley reiterated that
willfully ignorant argument with the broadcaster’s May 9 amendment announcement,
disclaiming the proposed divestitures with the statement: “While we continue to believe that we
had a strong and supportable rationale for not having to divest stations, we are happy to
announce this significant step forward.”24
Sinclair has done the absolute bare minimum of half-acknowledging the need for
divestitures in most of the markets where this combination would blatantly violate the duopoly
rule. The proposed divestitures are, as we predicted, nothing more than a sham stitched together
by reliance on shell games and loopholes.
In five markets, Sinclair proposes to “divest” stations to known sidecar corporations
Howard Stirk Holdings (“HSH”) and Cunningham Broadcasting (“Cunningham”), using a suite
of sharing agreements and sale options that allow Sinclair to maintain de facto control of these
22
Cecilia Kang, “F.C.C. Watchdog Looks Into Changes That Benefited Sinclair,” New York Times (“By the end of
the year, in a previously undisclosed move, the top internal watchdog for the F.C.C. opened an investigation into
whether Mr. Pai and his aides had improperly pushed for the rule changes and whether they had timed them to
benefit Sinclair”) (Feb. 15, 2018), https://www.nytimes.com/2018/02/15/technology/fcc-sinclair-ajit-pai.html.
23
Licenses and Authorizations, Comprehensive Exhibit, FCC Form 315, at 12 (June 28, 2017).
24
See May Amendment Announcement.
9
stations.25 Salt Lake City represents one of the most dramatic examples: If the instant transaction
and new divestiture proposals were approved, Sinclair would own both KUTV(TV) and
KJZZ-TV outright, plus operate both KMYU-TV (a newly proposed divestiture to HSH) and
KENV-DT (an existing Cunningham station) through sharing agreements, giving Sinclair control
of four local television stations in a single market.
This strategy is so old that Free Press finds itself disappointed not only by Sinclair’s utter
lack of concern for its public interest obligations, but also by its shamelessness. As Free Press
has noted time and time again, both HSH and Cunningham are legal subsidiaries of Sinclair
according to the Securities Exchange Commission (“SEC”).26 Sinclair lists 28 percent of
HSH-owned stations and 72 percent of Cunningham-owned stations as Sinclair properties on its
own website.27 Every single Cunningham-owned station prior to this divestiture proposal has
maintained a sharing agreement of some variety with a local Sinclair station.28
What’s more, the divested stations in this transaction are being nominally sold to sidecars
at well below-market price – as little as one-tenth the fair market price, in fact29 – despite the fact
25
Applicants propose to divest KUNS-TV in Seattle-Tacoma, KMYU-TV in Salt Lake City, and KAUT-TV in
Oklahoma City to Howard Stirk Holdings in order to comply with the duopoly rule (File Nos.
BALCDT-20180426ABR; BALCDT-20180426ABQ; BALCDT-20180426ABP). Applicants also propose to divest
KDAF(TV) in Dallas and KIAH(TV) in Houston to Cunningham Broadcasting in order to comply with the national
audience reach cap (File Nos. BALCDT-20180427ABL; BALCDT-20180427ABM), discussed more extensively
below.
26
See S. Derek Turner, Free Press, Cease to Resist: How the FCC’s Failure to Enforce its Rules Created a New
Wave of Media Consolidation, at 5 (2014) (“[U]nder Securities Exchange Commission rules, Cunningham,
Deerfield and Howard Stirk are considered the same company as Sinclair, which ‘has the power to direct the
activities’ of these companies that ‘most significantly impact [the sidecar company’s] economic performance.’”),
http://www.freepress.net/ sites/default/files/resources/Cease_to_Resist_March_2014_Update.pdf.
27
See generally Sinclair Broadcast Group, “TV Stations,” http://sbgi.net/tv-stations/.
28
See generally Cunningham Broadcasting Corporation, “Our Stations,” http://cunninghambroadcasting.com/
our-stations/.
29
Jason Schwartz, “Armstrong Williams got ‘sweetheart’ deal from Sinclair,” Politico (June 13, 2018) (“Williams is
acquiring the three stations — in Seattle, Salt Lake City and Oklahoma City — for $4.95 million. That’s some $45
million to $55 million less than what Justin Nielson, a senior research analyst who tracks the broadcast sector for the
data and research firm Kagan, said he would have expected.”), https://www.politico.com/story/2018/06/13/sinclair-
broadcasting-armstrong-williams-642997.
10
that Sinclair would also assume $2.7 billion more in debt pre-divestiture if this transaction were
approved, resulting in a 69 percent increase in the company’s debt burden.30 Lowballing its own
assets in this manner can only be understood once one remembers that Sinclair earns massive
revenues from these sidecar stations, which qualify as variable interest entities for which Sinclair
is considered a “primary beneficiary.”31 For example, Sinclair earned $37.6 million in
consolidated revenues in Q1 of 2018 from its arrangements with Cunningham alone.32 As former
Commission Chairman Tom Wheeler explained, these sham divestitures “require the suspension
of regulatory disbelief.… It borders on a regulatory fraud.”33 By supposedly divesting violative
duopoly stations to HSH or Cunningham, Sinclair is proposing to transfer the relevant stations
from its metaphorical right hand to its left hand, and calling this farce diverse ownership.
Applicants’ also exploit sharing agreements with Tribune’s existing sidecar company,
Dreamcatcher.34 While Sinclair acknowledges its de facto ownership of three stations in the
Wilkes Barre-Scranton-Hazleton market and proposes to dissolve the suite of sharing agreements
it uses to maintain that control,35 it plans to flout the spirit of the rules blatantly and retain control
of three local stations in the Norfolk-Portsmouth-Newport News market, including two stations
currently owned by Dreamcatcher and operated by Tribune.36 Owning and operating a total of
30
Matt Hogan, “Sinclair Broadcast Group’s Breaking News: 40% Upside,” Benzinga (Apr. 30, 2018),
https://www.benzinga.com/markets/18/04/11604306/sinclair-broadcast-groups-breaking-news-40-upside.
31
See Sinclair 10-Q at 11-12.
32
Id. at 23.
33
Margaret Harding McGill, “‘It borders on a regulatory fraud’,” Politico (May 30, 2018),
https://www.politico.com/ story/2018/05/30/sinclair-layoffs-broadcast-stations-553028.
34
Free Press Initial Petition at 11 (“In filings to the SEC, Tribune acknowledges that Dreamcatcher is an ‘entity
formed in 2013 specifically to comply with FCC cross-ownership rules related to the Local TV Acquisition.’”); Free
Press Reply at 6-7.
35
April Comprehensive Exhibit at 20. It’s worth noting that Sinclair will maintain the sharing agreement with
Dreamcatcher-owned station WNEP-TV.
36
Id.
11
three stations in a single market clearly violates the Commission’s duopoly rule, but Applicants
offer no proposal for remediation or divestiture.
Applicants’ supposed divestiture proposal for the St. Louis market is also ripe for abuse.
In a bout of convenient indecision, Sinclair proposes to spin off both KDNL-TV and KPLR-TV
into a trust, later to regain ownership of one of the two stations depending on business
negotiations – but ignores the fact that unless Sinclair divests KPLR-TV, it will be in possession
of an impermissible Top Four duopoly combination in the St. Louis market.37 In the past, Sinclair
has manipulated such postponed divestitures to wind up divesting no stations at all, creating
impermissible duopoly combinations in direct contravention of the Commission’s orders.38
To avoid creating such impermissible duopolies in both Seattle-Tacoma and Salt Lake
City, Sinclair has filed applications to transfer ownership of one Top Four station in each market
to Fox Broadcasting Company (“Fox”).39 However, if approved, the purchase of these two
stations alone would put Fox in violation of the national audience reach cap by bumping its reach
to 39.9 percent of U.S. television households (26.8 percent with the antiquated UHF discount).40
In combination with the five other stations Sinclair plans to divest to Fox to reduce Sinclair’s
national ownership calculation, Fox’s post-deal reach would be 46.3 percent of households (30.6
37
St. Louis Divestiture Trust Comprehensive Exhibit (May 2018) File Nos. BALCDT-20180514ABW;
BTCCDT-20180514ABV, https://licensing.fcc.gov/cdbs/CDBS_Attachment/getattachment.jsp?appn=101784986&q
num=5060&copynum=1&exhcnum=1.
38
See the discussion of Allbritton divestitures in the Free Press Initial Petition at 15-17 and Free Press Reply at 7-9.
39
See Asset Purchase Agreement for the Sale of Television Stations KCPQ, KDVR, KSTU, KSWB-TV, KTXL,
WJW, WSFL-TV by and among Sinclair Television Group, Inc., Tribune Media Company and Fox Television
Stations, LLC, File Nos. BALCDT-20180514AAU; BALCDT-20180514ABF, https://licensing.fcc.gov/cdbs/
CDBS_Attachment/getattachment.jsp?appn=101784222&qnum=5040&copynum=1&exhcnum=1.
40
Fox currently reaches 37.4 percent of television households, 24.7 percent with the UHF discount. With the
purchase of KCPQ(TV) in Seattle and KSTU(TV) in Salt Lake City, Fox would reach 39.9 percent of television
households, 26.8 percent with the UHF discount.
12
percent with the UHF discount).41 In other words, Sinclair plans to escape violating the
Commission’s rules by aiding another broadcaster to violate those rules and exceed the 39
percent national audience reach cap. This cannot be considered a good faith effort to serve the
public interest and comply with the duopoly rule.
Should the Commission mistakenly conclude that these numerous attempts at skirting the
duopoly rule do not count as violations due to Sinclair’s hand-waving divestitures, it should
nonetheless consider the serious public interest harms that these combinations present. The
Commission’s obligation to evaluate proposed transactions for affirmative public interest
benefits before granting approval does not end with an assessment of rule compliance, but must
extend to consider the extant impacts on competition, diversity, and localism. By divesting
stations to its own “sidecar” shell companies, Sinclair is reducing the number of truly
independent competitive voices in local markets, and ensuring that no true competitor could ever
buy the station, since in these agreements Sinclair reserves a first sale option for itself. By
divesting stations to another massive broadcaster such as Fox, the transaction harms localism by
foreclosing opportunities for small local broadcasters to compete with these national
conglomerates that pursue a top-down approach to news. Local communities, and particularly
communities of color, would see a substantial decline in the diversity and quality of local news
coverage airing across multiple channels controlled by the same parent company. These grave
harms must take precedence in the Commission’s consideration of the transaction.
41
Applicants propose to divest the following stations to Fox broadcasting: KCPQ(TV) in Seattle, KSTU(TV) in Salt
Lake City, WSFL-TV in Miami, KTXL(TV) in Sacramento, WJW(TV) in Cleveland, KSWB-TV in San Diego, and
KDVR(TV) along with its satellite KFCT(TV) in Denver.
13
Overreach
As Free Press has articulated in previous filings regarding this Application,42 as well as in
several media ownership proceedings,43 national overreach of the kind proposed by the
Applicants in this transaction would cause serious harm to the public interest. Localism, in
particular, must suffer as a result of broadcasters prioritizing economies of scale over the
labor-intensive task of producing quality local news in and for each individual community they
serve.44 Women and people of color have long lagged behind white men in broadcast ownership,
and studies have shown that “unrestrained market forces and media ownership consolidation
have contributed to the depletion of minority owners.”45 Additionally, Sinclair has matched its
own inexorable national growth with waves of newsroom layoffs, and built up a paradigm of
cookie-cutter news that ignores local issues46 and in fact dehumanizes local communities.47
The national audience reach cap was designed to curtail these injuries by barring
broadcasters from expanding their reach beyond a specified percentage of the national television
audience. After several modifications, the national cap was set at 39 percent and enshrined in
statute by Congress in 2004.48 However the Commission has recently made tremendous efforts to
42
43
See Comments of Free Press, In the Matter of Amendment of Section 73.3555(e) of the Commission’s Rules,
National Television Multiple Ownership Rule, MB Docket No. 17-318, at 8-17 (Mar. 19, 2018) (“Free Press
National Cap Comments”).
44
See Free Press Initial Petition at 19 (“The Commission has also concluded that a national audience cap is
necessary to preserve localism as it ensures that independent local stations can reject national network directives to
run cookie-cutter content and air more responsive local programming.”).
45
Jeffrey Layne Blevins & Karla Martinez, A Political Economic History of FCC Policy on Minority Broadcast
Ownership, 13 The Communication Review 216, 231 (2010); S. Derek Turner & Mark Cooper, Free Press, Out of
The Picture 2007: Minority & Female TV Station Ownership in the United States (Oct. 2007),
https://www.freepress.net/sites/default/files/resources/otp2007.pdf.
46
See generally Free Press Ex Parte.
47
48
See Consolidated Appropriations Act of 2004, Pub. L. No. 108-199, § 629(1), 118 Stat. 3 (2004).
14
subvert the critical function of the national cap. In 2017, the Commission arbitrarily and
capriciously reinstated the technologically obsolete UHF discount, a loophole for which the only
purpose in the digital era can be to deliberately underestimate the national audience reach of
large broadcasters.49 Free Press has challenged this Commission’s transparently fact-free
decision in court,50 and expects the court to overturn it in the near future. Meanwhile, the
Commission has opened a rulemaking to consider modifying or eliminating the national cap –
despite the fact that the Commission has no statutory authority to do so.51 In fact, Commissioner
O’Rielly has repeatedly argued that only Congress has authority to modify the national
ownership cap, both in his statements at the Commission52 and public appearances.53
Even with proposed divestitures, the instant transaction would result in a broadcast
combination reaching 58.8 percent of the national television audience with its owned stations
alone, far exceeding the congressionally mandated 39 percent cap.54 Instead of acknowledging
this reality, Sinclair chooses to hide behind the flimsy and antiquated UHF discount and insists
that its reach will be only 37.4 percent.55 As mentioned above, Sinclair only achieves this
nominal compliance with the national audience reach cap by selling seven stations to Fox
49
See generally Amendment of Section 73.3555(e) of the Commission’s Rules, National Television Multiple
Ownership Rule, MB Docket No. 13-236, Order on Reconsideration, 32 FCC Rcd 3390 (2017).
50
See generally Opening Brief for the Petitioners at 30, Free Press v. FCC, No. 17-1129 (D.C. Cir. filed Dec. 19,
2017).
51
See Free Press National Cap Comments at 5-8.
52
See Amendment of Section 73.3555(e) of the Commission’s Rules, National Television Multiple Ownership Rule,
MB Docket No. 13-236, Report and Order, 31 FCC Rcd 10213 (2016) (Dissenting Statement of Commissioner
O’Rielly); Amendment of Section 73.355(e) of the Commission’s Rules, National Television Multiple Ownership
Rule, MB Docket No. 17-318, Notice of Proposed Rulemaking, 32 FCC Rcd 10785 (2017) (Statement of
Commissioner O’Rielly).
53
See Commissioner Michael O’Rielly public speech at Hudson Institute, C-SPAN Recording (Jan. 27, 2014),
https://www.c-span.org/video/?317426-1/fcc-commissioner-orielly-telecommunications-policy; C-SPAN Interview
with Commissioner Michael O’Rielly (July 21, 2015), https://www.c-span.org/video/?327186-1/communicators-
michael-orielly&start=NaN; C-SPAN Interview with Commissioner Michael O’Rielly (Dec. 13, 2016),
https://www.c-span.org/video/?327186-1/communicators-michael- orielly&start=NaN.
54
See April Comprehensive Exhibit at Exhibit J.
55
Id.
15
overall, and in four markets selling them to Fox expressly in an attempt to come under the cap.
This series of transactions, when combined with Sinclair’s other divestitures, would bring Fox’s
actual national audience reach to 46.3 percent.56 Applicants claim that both broadcasters remain
sufficiently under the national cap with the analog-era UHF discount in place.57 However the
Commission itself acknowledges that there is no technical reason to exhume this irrelevant
regulatory antique, and thus it has no sufficient justification for approving a transaction that can
only claim compliance with the Commission’s rules by relying on the UHF discount.
Incredibly, the UHF discount is not the only loophole Sinclair proposes to abuse in order
to skirt the national ownership cap. In Chicago, Sinclair proposes to divest WGN-TV to Steven
Fader, a longtime business partner of David Smith, Sinclair’s Executive Chairman.58 Smith has a
controlling interest in and serves on the board of directors for Atlantic Automotive, where Fader
is CEO.59 Fader’s newly-formed shell company owns no other stations, but has agreed to enter
WGN into a joint-services agreement, shared services agreement, and first sale option with
Sinclair broadcasting.60 Since Sinclair owns no other broadcast properties in Chicago, it declines
to count WGN for the purposes of its national ownership calculations, but these extensive
sharing agreements and business connections with Fader ensure that WGN will be fully
controlled by Sinclair.61 To its investors and the public, Sinclair actually includes Chicago in its
national footprint calculations, all the while excluding the station from its calculations at the
56
Applicants propose divestitures to Fox in four markets specifically to comply with the national ownership cap:
Miami, Sacramento, Cleveland and San Diego.
57
With the inappropriately resurrected UHF discount applied, Sinclair would reach 37.4 percent of households and
Fox would reach 30.1 percent.
58
File No. BALCDT-20180227ABD.
59
See Sinclair 10-Q at 23.
60
See April Comprehensive Exhibit at 20.
61
Id. at Exhibit J.
16
Commission.62 Sinclair continues to talk out of both sides of its mouth, bragging about its de
facto ownership of sidecar stations only when the Commission isn’t looking. The Commission
should not fall for such an explicit and conscious deception.
In addition to the Chicago station, Applicants propose to divest KDAF(TV) in Dallas and
KIAH(TV) in Houston to Cunningham Broadcasting in order to comply with the national
ownership cap.63 Sinclair limited itself to requiring only a first sale option for these stations
instead of its customary suite of sharing agreements – but the Commission should not interpret
this uncustomary restraint as independence. As discussed above, Cunningham is so closely
related to Sinclair as to be functionally the same company, and Sinclair by any other name is still
Sinclair. If the Commission takes a cue from the SEC and rightly considers those stations owned
by sidecar Cunningham as attributable to Sinclair, it becomes inescapably apparent that both the
Dallas and Houston markets must be included in Sinclair’s national cap calculations as well.
With households in Dallas, Houston and Chicago rightly included, Sinclair’s national
reach rises to 66.3 percent of the U.S. television audience – which works out to a whopping 41.1
percent even with the application of the outdated UHF discount.64 Despite Applicants’ insincere
efforts to effect compliance, the instant transaction even with its new but empty divestiture
proposals clearly violates the congressionally-mandated 39 percent national audience reach cap.
On that basis alone, the Commission should deny the transaction. The proposed divestitures do
62
See May Amendment Announcement (“The combined footprint that will reach 62% of U.S. TV households or
37.4% pursuant to the FCC national ownership cap.”). Notably, this 62 percent figure differs from the 58.77 percent
of U.S. television households that Sinclair reported it would reach in its filings with the Commission. Sinclair could
only have achieved this 62 percent by adding the Chicago market, which comprises approximately 2.9 percent of
television households, to the 58.77 percent reach of only those stations that Sinclair owns outright. Sinclair chose to
selectively include its sharing agreements with Chicago’s WGN-TV in public figures, but to selectively exclude it
from its filings to the Commission used to make its attributable national ownership calculation.
63
File Nos. BALCDT-20180427ABL; BALCDT-20180427ABM.
64
With the application of the UHF discount, the addition of Dallas (1.2 percent) and Houston (1.1 percent) to
Sinclair’s post-divestiture calculation of 37.4 percent audience reach raises that reach to 39.7 percent.
17
not demonstrate a commitment to comply with the Commission’s rules or to serve the public
interest, but merely a commitment to continue expanding Sinclair’s duplicitous use of sharing
agreements to evade the national audience reach cap in addition to the duopoly rule. Regardless
of how the Commission majority may try to reinvent math or define away clear financial
subsidiary ties, the proposed divestitures do practically nothing to mitigate the overwhelming
harms of greenlighting a merger transaction of this size.
CONCLUSION
For the reasons stated above, the divestitures now contemplated as part of this transaction
do not serve the public interest. Applicants fail to make an affirmative showing of public interest
benefits, and do nothing to refute the harms demonstrated by Free Press and other petitioners.
Allowing Sinclair to use shell games and disputed rule changes to expand its control over
multiple broadcast stations within individual markets, as well as allowing the combined entity to
exceed the statutory national audience reach cap, is an affront to the goals of the Act. As such,
the Commission should not approve the license transfers subject to this Petition to Deny.
/s/ Dana J. Floberg
Dana J. Floberg
S. Derek Turner
Matthew F. Wood
Free Press
1025 Connecticut Ave NW
Suite 1110
Washington DC, 20036
202-265-1490
June 20, 2018
18
I, Dana J. Floberg, certify that on June 20, 2018, the foregoing Petition to Deny was
served by electronic mail, on the following:
Mace Rosenstein, mrosenstein@cov.com Miles S. Mason, miles.mason@pillsburylaw.com

Michael Beder, mbeder@cov.com Jessica T. Nyman,
jessica.nyman@pillsburylaw.com
850 Tenth Street, NW 1200 Seventeenth Street, NW
Counsel for Tribune Media Company Counsel for Sinclair Broadcast Group
David Brown, david.brown@fcc.gov

David Roberts, david.roberts@fcc.gov
Jeremy Miller, jeremy.miller@fcc.gov
445 12th Street, SW
June 20, 2018 /s/ Dana J. Floberg

dfloberg@freepress.net
Policy Analyst
Free Press
19
EXHIBIT A
DECLARATIONS OF CRAIG AARON, MARY TUMA, STEPHEN BARKER, JAMES

RINNERT, DENIS MOYNIHAN, ANTHONY SHAWCROSS, JULIE KAY JOHNSON,
RUSSELL JAMES MARTIN, MICHELE (SHELLY) ANN SILVER, WELDON
FREDERICK WOODEN, ERNESTO AGUILAR, NICHOLAS SHOEMAKER, THOMAS
H. KLAMMER, SUSAN LACERDA STUPY, MEG AMELIA RILEY, HENRY
FERNANDEZ, MANOLIA CHARLOTIN, ANDREW GLASS, JOANN HILL,
ROSALIND SCHNEIDER, JONATHAN RINTELS, DESIREE HILL, STEVEN P. HUNT,
HANNAH JANE SASSAMAN, CHRISTINE QUIGLEY, MARY KATHRYN TAYLOR,
SUE WILSON, WILLIAM STEVEN CHILD, STEVE GEVURTZ, SEENA SEWARD,
BEV HOVDA, AND KEN HOVDA.
20
DECLARATION OF Anthony Shawcross
1. I, Anthony Shawcross am a member of Free Press, located at 1025 Connecticut

2. I reside at 662 Inca St. Denver, CO 80204
3. I am a regular viewer of the stations serving the Denver, CO market, which

includes KDVR, KFCT and KWGN-TV.
three Tribune stations in my area because the scale of Sinclair’s operation would
violate the FCC’s national audience cap and reduce the broadcaster’s attention to
the local needs of the Denver area. Local news is not local if it is dictated by
corporate managers with no ties to my community, as Sinclair has consistently
done by shuttering local newsrooms and consolidating news production in fewer
areas and stations. I believe Sinclair’s presence in Denver would make local news
coverage less responsive to my community’s needs. I believe this would

to air politically slanted “must-run” commentary. Denver needs real news and

_________________________________________________
Anthony Shawcross
Aug 1, 2017
DECLARATION+OF+WELDON+FREDERICK+WOODEN+
!
1. I,!Weldon!Frederick!!Wooden,!am!a!member!of!Free!Press,!located!at!1025!
!
2. I!reside!at!253!Madison!Ave!SE,!Grand!Rapids!MI!49503.!
!
3. I!am!a!regular!viewer!of!the!stations!serving!the!Grand!RapidsNKalamazooNBattle!
Creek,!MI!market,!which!includes!WWMT!and!WXMI.!
!
Tribune!station!WXMI!because!its!common!control!of!the!two!stations!listed!
above!would!reduce!the!number!of!independent!voices!available!to!my!
community,!in!violation!of!the!FCC’s!local!multiple!ownership!rule.!I!believe!this!
would!significantly!reduce!the!quality!and!quantity!of!local!news!in!my!area!by!
reducing!competition!and!diminishing!Sinclair’s!incentive!to!invest!in!robust!
local!news!coverage!that!serves!the!public!interest.!
!
5. Additionally,!the!scale!of!Sinclair’s!operation!would!violate!the!FCC’s!national!
Grand!Rapids!area.!Local!news!is!not!local!if!it!is!dictated!by!corporate!managers!
with!no!ties!to!my!community,!as!Sinclair!has!consistently!done!by!shuttering!
local!newsrooms!and!consolidating!news!production!in!fewer!areas!and!stations.!
I!believe!Sinclair’s!increased!presence!in!Grand!Rapids!would!make!local!news!
!
to!air!politically!slanted!“mustNrun”!commentary.!Grand!Rapids!needs!real!news!
Epshteyn.!!
!
!
!
!
_________________________________________________!
Weldon!Frederick!Wooden!
31!July!2017!
DECLARATION OF ERNESTO AGUILAR

1. I, Ernesto Aguilar, am a member of Free Press, located at 1025 Connecticut Ave.
NW, Suite 1110, Washington, D.C. 20036.

2. I reside at 1341 Castle Court, Houston, TX 77006.

3. I am a regular viewer of the stations serving the Houston, TX market, which
includes KIAH.

4. I will be, and other viewers like me will be harmed by Sinclair’s acquisition of
Tribune station KIAH because the scale of Sinclair’s operation would violate the
FCC’s national audience cap and reduce the broadcaster’s attention to the local
needs of the Houston area. Local news is not local if it is dictated by corporate
managers with no ties to my community, as Sinclair has consistently done by
shuttering local newsrooms and consolidating news production in fewer areas
and stations. I believe Sinclair’s new presence in Houston would make local
news coverage less responsive to my community’s needs. I believe this would

to air politically slanted “must-run” commentary. Houston needs real news and



_________________________________________________

Ernesto Aguilar

August 1, 2017
DECLARATION OF NICHOLAS SHOEMAKER
1. I, NICHOLAS SHOEMAKER, am a member of Free Press, located at 1025

Connecticut Ave. NW, Suite 1110, Washington, D.C. 20036.
2. I reside at 14886 REDCLIFF DR, NOBLESVILLE, INDIANA 46062.
3. I am a regular viewer of the stations serving the Indianapolis, IN market, which

includes WTTK, WTTV and WXIN.
Tribune stations in my area because the scale of Sinclair’s operation would violate the
FCC’s national audience cap and reduce the broadcaster’s attention to the local needs
of the Indianapolis area. Local news is not local if it is dictated by corporate managers
with no ties to my community, as Sinclair has consistently done by shuttering local
newsrooms and consolidating news production in fewer areas and stations. I believe
Sinclair’s new presence in Indianapolis would make local news coverage less
responsive to my community’s needs. I believe this would significantly reduce the
quality and quantity of local news in my area.
5. Furthermore I am concerned about Sinclair’s practice of forcing its local stations to

air politically slanted “must-run” commentary. Indianapolis needs real news and
information that meets our local needs, not deceptive prepackaged segments that
promote Sinclair’s corporate political agenda, such as the extremely biased political
segments from former Trump campaign staffer, Boris Epshteyn.

_________________________________________________
NICHOLAS SHOEMAKER
3 AUGUST, 2017
DECLARATION OF HENRY FERNANDEZ
1. I, Henry Fernandez, am a member of Free Press, located at 1025 Connecticut

2. I reside at 89 East Pearl Street, New Haven, Connecticut, 06513.
3. I am a regular viewer of the stations serving the New Haven market, including
Tribune-owned WCCT-TV and WTIC-TV.
4. I, and other viewers like me, will be harmed by Sinclair’s acquisition of WCCT-TV
and WTIC-TV because the scale of Sinclair’s operation would violate the FCC’s
national audience cap and reduce the broadcaster’s attention to the local needs
of the New Haven area. Local news is not local if dictated by corporate managers
with no ties to my community, as Sinclair has consistently done by shuttering
local newsrooms and consolidating news production in fewer areas and stations.
I believe Sinclair’s increased presence in New Haven would make local news
coverage less responsive to my community’s needs.

to air politically slanted “must-run” commentary. New Haven needs real news
and information that meets our local needs, not deceptive prepackaged
segments that promote Sinclair’s corporate political agenda, such as the
extremely biased political segments from former Trump campaign staffer, Boris
Epshteyn.

_________________________________________________
Henry Fernandez
August 7, 2017
DECLARATION+OF+Manolia+Charlotin+
!
1. I,!Manolia!Charlotin,!am!a!member!of!Free!Press,!located!at!1025!Connecticut!
Ave.!NW,!Suite!1110,!Washington,!D.C.!20036.!
!
2. I!reside!at!22!Halsey!St,!apt!3B,!Brooklyn,!NY!11216.!
!
3. I!am!a!regular!viewer!of!the!stations!serving!the!New!York,!NY!market,!which!
includes!WPIX.!
!
Tribune!station!WPIX!because!the!scale!of!Sinclair’s!operation!would!violate!the!
FCC’s!national!audience!cap!and!reduce!the!broadcaster’s!attention!to!the!local!
needs!of!the!New!York!area.!Local!news!is!not!local!if!it!is!dictated!by!corporate!
managers!with!no!ties!to!my!community,!as!Sinclair!has!consistently!done!by!
shuttering!local!newsrooms!and!consolidating!news!production!in!fewer!areas!
and!stations.!I!believe!Sinclair’s!new!presence!in!New!York!would!make!local!
news!coverage!less!responsive!to!my!community’s!needs.!I!believe!this!would!
significantly!reduce!the!quality!and!quantity!of!local!news!in!my!area.!
!
5. Furthermore,!I!am!concerned!about!Sinclair’s!practice!of!forcing!its!local!stations!
to!air!politically!slanted!“mustTrun”!commentary.!New!York!needs!real!news!and!
information!that!meets!our!local!needs,!not!deceptive!prepackaged!segments!
that!promote!Sinclair’s!corporate!political!agenda,!such!as!the!extremely!biased!
political!segments!from!former!Trump!campaign!staffer,!Boris!Epshteyn.!!
!
!
!
!
Mano)(a Char)ot(n (e--(gnature
_________________________________________________!
!
Manolia!Charlotin!
!
!
August!3,!2017!
DECLARATION+OF+Hannah+Jane+Sassaman+
!
1. I,!Hannah!Jane!Sassaman,!am!a!member!of!Free!Press,!located!at!1025!
!
2. I!reside!at!4512!Springfield!Avenue,!Philadelphia,!PA,!19143.!
!
3. I!am!a!regular!viewer!of!the!stations!serving!the!Philadelphia!market,!including!
TribuneMowned!WPHLMTV.!
!
4. !I,!and!others!like!me,!will!be!harmed!by!Sinclair’s!acquisition!of!WPHLMTV!
because!the!scale!of!Sinclair’s!operation!would!violate!the!FCC’s!national!
Philadelphia!area.!Local!news!is!not!local!if!dictated!by!corporate!managers!with!
no!ties!to!my!community,!as!Sinclair!has!consistently!done!by!shuttering!local!
newsrooms!and!consolidating!news!production!in!fewer!areas!and!stations.!I!
believe!Sinclair’s!increased!presence!in!Philadelphia!would!make!local!news!
!
to!air!politically!slanted!“mustMrun”!commentary.!Philadelphia!needs!real!news!
Epshteyn.!!
!
!
!
!
!
_________________________________________________!
!
Hannah!Jane!Sassaman!
!
!
August!1st,!2017!!
BEFORE THE
)
In the Matter of )
)
and Sinclair Broadcast Group For Consent to )
Transfer Control of Licenses and Authorizations )
)
Rick Chessen
Neal M. Goldberg
Michael S. Schooler
Diane B. Burstein
Association
June 20, 2018

TABLE OF CONTENTS
I. INTRODUCTION AND SUMMARY.............................................................................. 2
HARMS ASSOCIATED WITH OWNERSHIP OF TWO TOP-FOUR
STATIONS IN ST. LOUIS OR INDIANAPOLIS ARE MINIMAL OR
OUTWEIGHED BY ANY PURPORTED BENEFITS. .................................................. 4
III. THE COMMISSION MUST ENSURE THAT SINCLAIR SELLS ITS

DIVESTED STATIONS TO ARMS-LENGTH BUYERS WHO WILL
EXERCISE DE FACTO AS WELL AS DE JURE CONTROL OVER THE
STATIONS. .................................................................................................................... 13
IV. CONCLUSION ............................................................................................................... 17

NCTA – The Internet & Television Association (“NCTA”) files these comments in
response to the April Amendment to the Comprehensive Exhibit (“April Amendment”) 1
submitted by Sinclair Broadcast Group, Inc. (“Sinclair”) and Tribune Media Company
(“Tribune”) (collectively, “Applicants”) in the above-captioned proceeding, and in particular to
Sinclair’s request to own two top-four stations in St. Louis and Indianapolis. NCTA urges the
Commission to reject Sinclair’s request. The proposed combinations would put significant
upward pressure on retransmission consent fees to the detriment of the public and multichannel
video programming distributors (“MVPDs”), and Sinclair has failed to meet its burden of
demonstrating that the combined holdings do not present public interest harms or offer potential
public interest benefits that outweigh any potential harms.
The Commission should also ensure that the stations it requires Sinclair to divest to meet
the broadcast ownership rules are sold to arms-length buyers who will exercise de facto as well
as de jure control over the stations, and should be prepared to actively monitor such sales, if
approved, on a going-forward basis to ensure ongoing compliance with the Commission’s rules. 2
This oversight is warranted in light of the enhanced risk of consumer and competitive harm
presented by this transaction arising out of the unprecedented reach of the combined entity and
Sinclair’s past conduct in flouting of the Commission’s ownership rules.
1
See Applicants’ Amendment to Comprehensive Exhibit, MB Docket No. 17-179 (filed Apr. 24, 2018) (“April
Amendment”).
2
Sinclair currently owns at least seven stations that multicast more than one of the four major broadcast networks on
its digital signal. The Commission should ensure that, as part of any divestitures, Sinclair divests one of its
affiliations with a “top four” network. See NCTA Reply Comments, MB Docket No. 17-179 (filed Aug. 29, 2017),
at 14-15 (“NCTA Reply Comments”).
The proposed combination of Sinclair and Tribune would create a broadcast colossus of
unprecedented size, scope, and reach. As currently proposed, Sinclair would own more than 200
stations in 102 markets reaching approximately 60 percent of all households nationwide,
including stations in many of the major markets. 3 In addition to stations that Sinclair currently
owns or would own if the transaction is approved, the Applicants both currently exercise
substantial operational control over almost 50 stations through joint sales agreements (“JSAs”),
local marketing agreements (“LMAs”) and shared services agreements (“SSAs”) entered into
with the stations’ beneficial owners. 4
Sinclair’s holdings post-merger will give it exceptional leverage in business dealings with
MVPDs, programming suppliers, and advertisers. Without appropriate guardrails in place,
Sinclair will be uniquely positioned to exercise this leverage to the detriment of consumers and
competition. To mitigate these adverse effects insofar as possible, the Commission must strictly
apply its media ownership rules to Sinclair.
At a minimum, this means that the Commission should deny Sinclair’s request to own
two top-four stations in St. Louis and Indianapolis. As the attached declaration of Drs. Bryan
Keating and Jon Orszag demonstrates, 5 Sinclair’s ownership of two top-four stations in St. Louis
and Indianapolis would give it market power in retransmission consent negotiations that is equal
to or greater than in markets where Sinclair has already agreed to divest a top-four station. The
3
See Austen Hufford, Sinclair to Raise $1.5 Billion by Selling Stations, Wall. St. J., May 9, 2018,
4
Sinclair has sidecar agreements with 46 stations. See Sinclair Broadcasting Group, Inc., Annual Report (Form 10-
K) at 7-9 (Mar. 1, 2018). Tribune has sidecar agreements with three stations. Tribune Media Co., Annual Report
(Form 10-K) at 11 (Mar. 1, 2018).
5
Declaration of Bryan Keating and Jon Orszag (“Keating/Orszag Declaration”), attached hereto as Attachment A.
2
exercise of this market power would result in higher retransmission consent fees that would
ultimately be borne by consumers.
Sinclair’s top-four showing for St. Louis and Indianapolis summarily dismisses the
retransmission consent harms associated with Sinclair’s ownership of multiple top-four stations
in those markets—harms the Commission has long recognized and recently affirmed continue to
exist—offering no evidence at all that these harms are outweighed by the benefits of the
proposed transaction. The Commission should therefore reject Sinclair’s request and require it to
divest one of the top-four stations in each of these markets. Regardless of whether divestitures in
St. Louis or Indianapolis are required as a matter of antitrust law, Sinclair has failed to make the
showing required by the Commission that the St. Louis and Indianapolis combinations are
warranted under the Communications Act’s public interest standard. Granting Sinclair’s request
based on such a flimsy showing would make the Commission’s Top-Four Prohibition and the
public interest standard effectively meaningless.
The risk of retransmission consent harms would be exacerbated by the unprecedented
national reach created by this transaction. In St. Louis and Indianapolis, and in every other
market where Sinclair owns a station or stations, its national footprint would enable it to demand
higher fees by withholding retransmission consent for cable operators and other MVPDs that
refuse to agree to such retransmission consent demands. Sinclair’s April Amendment raises
significant questions as to whether its proposed divestitures will ameliorate this risk. Many of
the stations will be sold at below-market prices either to an entity controlled by family members
of Sinclair’s controlling shareholder, or to entities closely allied with Sinclair that have no
independent broadcasting experience. Management and option agreements between some of the
divested stations and Sinclair will tie these stations even more closely to Sinclair.
3
Given the totality of these circumstances, the Commission must satisfy itself that the
divestitures are truly arms-length in nature and that Sinclair will not retain de facto control of the
stations. The Commission should also monitor the divested stations on an ongoing basis, if the
sales are approved, to ensure that the buyers actually exercise full control over the stations and
should consider enforcement actions if this proves not to be the case.
HARMS ASSOCIATED WITH OWNERSHIP OF TWO TOP-FOUR STATIONS
IN ST. LOUIS OR INDIANAPOLIS ARE MINIMAL OR OUTWEIGHED BY ANY
PURPORTED BENEFITS.
In the Quadrennial Review Reconsideration Order, the Commission retained its
prohibition on common ownership of multiple top-four broadcast stations within a DMA (the
“Top-Four Prohibition”). 6 Nonetheless, the Commission gave applicants an opportunity to
request a case-by-case examination of a proposed combination that would otherwise be
prohibited. Applicants seeking approval of such a transaction “must demonstrate that the
benefits of the proposed transaction would outweigh the harms,” and that the application of the
Top-Four Prohibition is not in the public interest with respect to the specific transaction “because
the reduction in competition is minimal and is outweighed by public interest benefits.” 7 The
Commission pledged that it would “undertake a careful review of such showings in light of the
record with respect to each such application.” 8
The Commission should deny Sinclair’s request to own two top-four stations in St. Louis
and Indianapolis because Sinclair has failed to establish that the harms resulting from reduced
6
Rules Adopted Pursuant to Section 202 of the Telecommunications Act of 1996, Order on Reconsideration and
Notice of Proposed Rulemaking, 32 FCC Rcd. 9802, 9839 ¶ 78 (2017) (“Quadrennial Review Reconsideration
Order”).
7
Id. at 9839 ¶ 82.
8
Id.
4
competition in those markets are minimal or that the public interest will be served by its common
ownership of these stations. In particular, as the Commission has explained, allowing such
combinations as Sinclair proposes “would generally result in a single firm’s obtaining a
significantly larger market share than other stations and reduced incentives for commonly owned
local stations to compete for programming, advertising, and audience shares.” 9 The proposed
combinations would give Sinclair significant leverage to raise retransmission consent fees in
those markets and nationwide. Because Applicants have failed to address the retransmission
consent harms in any meaningful way, let alone shown that such harms are “minimal,” the
Commission lacks any basis for approving the requested exceptions to the Top-Four Prohibition.
As demonstrated below, moreover, no such showing is possible given the increase in market
power that Sinclair would enjoy if it owned both top-four stations in each of these markets.
The Quadrennial Review Reconsideration Order describes the types of information that
applicants could provide to justify an exception to the Top-Four Prohibition, such as ratings
share data, revenue share data, and characteristics of the market served by the stations subject to
the requests. 10 The Commission noted that the list of categories was non-exclusive, however,
and expressly declined to articulate “a rigid set of criteria for our case-by-case analysis.” 11
While the Commission declined to adopt specific criteria related to the issue of retransmission
consent, it expressly provided the opportunity for parties “to advance any relevant concerns—
9
Id. at 9837 ¶ 79 n.230.
10
Id. at 9838-39 ¶ 82 (“Such information regarding the impacts on competition in the local market could include
(but is not limited to): (1) ratings share data of the stations proposed to be combined compared with other stations in
the market; (2) revenue share data of the stations proposed to be combined compared with other stations in the
market, including advertising (on-air and digital) and retransmission consent fees; (3) market characteristics, such as
population and the number and types of broadcast television stations serving the market (including any strong
competitors outside the top-four rated broadcast television stations); (4) the likely effects on programming meeting
the needs and interests of the community; and (5) any other circumstances impacting the market, particularly any
disparities primarily impacting small and mid-sized markets.”) (emphasis added).
11
Id.
5
including concerns related to retransmission consent issues—in the context of a specific
proposed transaction if such issues are relevant to the particular market, stations, or
transaction.” 12
This transaction raises such concerns, and Sinclair has failed to address them. As a
threshold matter, a broadcaster negotiating retransmission consent agreements for multiple
stations in a market has greater leverage over an MVPD in those negotiations than the owner of a
single station in that market. If subscribers view certain local broadcast stations as at least partial
substitutes for one another, then subscribers may be more inclined to stay with an MVPD even if
it fails to reach an agreement with a particular viewer’s preferred broadcast station as long as it
has reached agreement with other stations in the market. If an MVPD loses access to multiple
stations, however, there is a greater chance some customers will cancel their MVPD subscription
in search of an alternative MVPD offering more robust alternatives. As Keating and Orszag
observe, economic theory makes the unambiguous prediction that the merger will enhance the
bargaining power of the commonly-owned broadcast stations relative to MVPDs. 13
The negotiating leverage derived from common ownership of multiple stations within a
market applies with particular force to negotiations with top-four broadcast stations. Such
stations are typically affiliated with the most popular networks, and subscribers are likely to view
the stations as partial substitutes for one another. Failure to reach agreement with two top-four
broadcast stations would force some subscribers to view their third-choice station, making them
more likely to switch MVPDs. In other words, MVPDs are disproportionately worse off if they
carry only two of the top-four broadcast stations in a market rather than carrying three or four of
12
Id. at n.239.
13
6
the top-four-ranked stations. Recognizing the likely upward pressure on retransmission consent
fees that would be created by this asymmetry, the Commission barred joint retransmission
consent negotiations by two top-four stations in the same market unless they are commonly
owned. 14 Congress later extended this ban to joint negotiations of any two non-commonly-
owned stations in the same market. 15
Remarkably in light of this history, Sinclair’s April Amendment dismisses the relevance
of the proposed combinations on retransmission consent negotiations. 16 Sinclair argues that
local retransmission revenues for larger television groups are not reflective of “competition in
the market” because they are “negotiated on a national, not a local, level.” 17 It also asserts that
revenues “are not a result of competition between individual stations in a market and are largely
dependent on a number of factors . . . that are wholly unrelated to local broadcast station
competition or any particular station being examined. 18
As the Keating/Orszag Declaration demonstrates, however, the argument that local
competitive conditions are irrelevant to retransmission consent negotiations is “inconsistent with
sound economics.” 19 Prevailing economic theory dictates that the “elimination of horizontal
competition between broadcast stations would put upward pricing pressure on retransmission
consent rates.” 20 Contrary to Sinclair’s contention that retransmission consent agreements
negotiated at a national level are not affected by local competition, “[r]ates set at a national level
14
In re Amendment of the Commission’s Rules Related to Retransmission Consent, MB Docket No. 10-71, Report
and Order and Further Notice of Proposed Rulemaking, 29 FCC Rcd. 3351, 3358-59 ¶ 13 (2014).
15
47 U.S.C. § 325(b)(3)(C)(iv).
16
See April Amendment at 8 n.32.
17
See id.
18
Id.
19
20
Id. ¶ 18.
7
reflect the economic implications of local competitive conditions, along with other factors
relevant to pricing.” 21
The Department of Justice (“DOJ”) has previously reached a similar conclusion. In the
Nexstar-Media General transaction, the DOJ found that Nexstar’s proposed acquisition of Media
General would “diminish competition in the negotiation of retransmission agreements with
MVPDs” because Nexstar would have the ability to simultaneously threaten to black out stations
affiliated with at least two major broadcast networks—its own and Media General’s—in the
markets where the two companies were direct competitors. 22 Consequently, the DOJ found that
the loss of a competitive threat between Nexstar and Media General in their overlapping markets
“would likely lead to an increase in retransmission fees in those markets,” which in turn would
lead to higher subscription fees given that retransmission fees are passed on to consumers. 23
Data that DISH Network submitted in this docket likewise support the conclusion that combining
competing stations within a DMA under common ownership would shift bargaining power
toward the broadcast station owner. 24
Thus, in order to fully evaluate whether the alleged benefits of Sinclair’s ownership of
two top-four stations in St. Louis and Indianapolis outweigh the harms to the public interest, the
Commission must consider the impact of such ownership on retransmission consent costs. Based
even on the limited information Sinclair has provided in its filing, it is clear that the proposed
combinations would put upward pressure on retransmission consent fees in each of these
21
Id. & n.17.
22
United States v. Nexstar Broadcasting Group, Inc. and Media General, Inc., Competitive Impact Statement, Sept.
2, 2016 at 8, https://www.justice.gov/atr/case-document/file/910661/download.
23
Id. at 9.
24
Keating/Orszag Declaration ¶ 21 & n.21 (rebutting Sinclair’s response to DISH’s conclusion).
8
markets, and thus to such fees overall given national pricing, to the detriment of consumers. 25
Limiting Sinclair to a single top-four station in St. Louis and Indianapolis, as it will be in every
other market, is the only result that serves the public interest in a competitive marketplace for
retransmission consent negotiations.
St. Louis. In St. Louis, Sinclair currently owns KDNL-TV, the ABC affiliate. Tribune
owns KPLR-TV, the CW affiliate, and KTVI-TV, the FOX affiliate. Sinclair is proposing to
divest either KDNL or KPLR and to retain KTVI, subject to ongoing negotiations with the
DOJ. 26 The competitive impact of either combination on the market for licensing broadcast
programming to MVPDs can be assessed using the Hirschman-Herfindahl Index (“HHI”), a
standard measure of market concentration that considers the strength of other competing options.
Using retransmission fee data from SNL Kagan, Keating and Orszag calculated that the
combination of KDNL and KTVI would yield an HHI of 3489, an increase of 925 over the
current HHI. 27 This result is far in excess of the threshold by which the Horizontal Merger
Guidelines consider a merger to be presumptively anticompetitive, 28 and thus strongly indicates
25
Keating/Orszag Declaration ¶ 22. As Sinclair’s May 29 response to the Media Bureau’s information request
shows, consumers in the Indianapolis and St. Louis markets have already been experiencing explosive increases in
retransmission consent fees; from 2014 to 2017 retransmission consent revenue grew by over 112 percent in the
Indianapolis DMA and 73 percent in the St. Louis DMA. See Letter from Miles S. Mason, Pillsbury Winthrop Shaw
Pittman LLP, Counsel for Sinclair Broadcast Group, Inc., to Marlene H. Dortch, Secretary, FCC, MB Docket No.
17-179, at 4, 11 (May 29, 2018). Indeed, as Keating and Orszag write, “The likely increases in retransmission
consent fees arising from the proposed transaction, as described further below and to the extent that they are not
remedied by divestitures, would exacerbate existing trends. Over the past decade, total retransmission consent fees
have grown substantially, from about $200 million in 2006 to about $8 billion in 2016 (and are projected to reach
$10 billion in 2018).” Keating/Orszag Declaration ¶ 15 (citing Justin Nielson, “Retrans projections update: $12.8B
by 2023,” SNL Kagan Broadcaster Investor, June 14, 2017).
26
See Applicants’ Comprehensive Exhibit, File No. BALCDT-20180514ABW (filed May 15, 2018), at 2 (“In order
to comply with the Duopoly Rule in the St. Louis DMA, the parties will be required to divest either KDNL-TV or
KPLR-TV in the St. Louis market.”).
27
The current HHI of 2564 is calculated assuming the common ownership of KTVI and KPLR and the independent
ownership of KDNL. See Keating/Orszag Declaration ¶ 27, Table 3.
28
U.S. Department of Justice and Federal Trade Commission, Horizontal Merger Guidelines§ 5.3 (Aug. 19, 2010)
(“Horizontal Merger Guidelines”), https://www.ftc.gov/sites/default/files/attachments/merger-
review/100819hmg.pdf.
9
that Sinclair would be able to exercise market power in the negotiation of retransmission consent
agreements for these two stations. At a minimum, Sinclair should not be permitted to own both
of these stations.
Even if Sinclair divested KDNL and acquired the two stations already owned by Tribune
in St. Louis, Sinclair would enjoy substantial market power in the joint negotiation of
retransmission consent agreements given the fluidity of KPLR’s ratings, which places the station
among the top-four along with Tribune’s FOX affiliate. 29 In fact, at the time of Sinclair’s April
Amendment, KPLR was the fourth-highest rated station in the market. 30 Sinclair has already
announced its intent to raise Tribune’s retransmission consent fees, among the lowest among
station groups, 31 to Sinclair’s rate. 32
While the KTVI-KPLR combination predates this transaction, the Commission never
evaluated it under its Top-Four Prohibition in effect at the time because KPLR was not a top-four
station at the time Tribune acquired KTVI in 2013. 33 In any event, Sinclair now seeks approval
to retain this combination under the Commission’s current Top-Four rules and so the
Commission must evaluate the combination under those rules. In light of the substantial market
power it would confer on Sinclair—and Sinclair’s utter failure to provide the showing required
29
See April Amendment at 13.
30
See id. at 12.
31
See S&P Global Market Intelligence, Economics of Broadcast TV Retransmission Revenue 16 (2017 ed.)
(“Average monthly retrans per sub fees, Q1 2016 - Q1 2017”).
32
See Diana Marszalek, Sinclair, Tribune CEOs Push Advantage of Sizing Up, Broadcasting & Cable (May 22,
2017), http://www.broadcastingcable.com/news/local-tv/sinclair-tribune-ceos-push-advantage-sizing/166006; see
also Sinclair Broadcast Group, Investor Presentation at Slide 7 (May 8, 2017), http://sbgi.net/wp-
content/uploads/2017/05/Sinclair_Tribune-Media-Investor-Presentation_vF.pdf (indicating that for net
retransmission revenue there would be “[i]mmediate contracted step-ups to Sinclair’s rates”).
33
See In re Applications of Local TV Holdings, LLC, Transferor and Tribune Broadcasting Co. II, LLC, Transferee,
File No. BTCCDT-20130715AFA (filed July 15, 2013), Transferee Exhibit 20.
10
by the Commission’s rules—the Commission must reject Sinclair’s request and bar it from
holding either of the proposed top-four combinations in St. Louis.
Indianapolis. Sinclair’s ownership of WTTV-TV and WXIN-TV in Indianapolis is
equally troubling. While Sinclair does not currently operate any stations in this market, the
combined ownership of these two stations yields an HHI of 3068 in the market for licensing
broadcast programming to MVPDs using retransmission consent revenue. As in St. Louis, the
HHI in Indianapolis exceeds the Horizontal Merger Guidelines’ threshold by which a merger is
considered to be presumptively anti-competitive. 34 Divesting one of the stations would reduce
the HHI by 1062, to 2006, based on retransmission consent revenue, resulting in only a
moderately concentrated marketplace under the Horizontal Merger Guidelines. 35
As in St. Louis, Tribune’s Indianapolis duopoly predates the current transaction, but the
Commission never had the opportunity to review Tribune’s initial acquisition of this duopoly
here—because the combination was the result of an affiliation swap that did not trigger Top-Four
review at the time. 36 The Commission closed this loophole in 2016, 37 and Sinclair should not
simply be allowed to step into Tribune’s shoes. Sinclair itself acknowledges that its request to
retain the combination must be justified under the standards adopted in the Quadrennial Review
34
35
Id.
36
See Cynthia Littleton, CBS Switches Indianapolis Affiliation in Tribune Pact, Bumping CW to Digital Channel,
Variety, Aug. 11, 2014, http://variety.com/2014/tv/news/cbs-switches-indianapolis-affiliation-in-tribune-pact-
bumping-cw-to-digital-channel-1201279881/.
37
Rules Adopted Pursuant to Section 202 of the Telecommunications Act of 1996, Second Report and Order, 31 FCC
Rcd. 9864, 9885 ¶ 52 (2016).
11
Reconsideration Order. 38 As set forth herein, under those standards, the Commission cannot
approve the combination. 39
Significantly, the market impact of joint ownership of stations in St. Louis and
Indianapolis is essentially indistinguishable from the eight other markets where Sinclair has
agreed to divest stations, measured by post-merger HHI. Indeed, St. Louis and Indianapolis both
fall within the middle range of market concentration based on HHI calculations—not even at the
low end—compared with other markets where Sinclair and Tribune’s ownership of top-four
stations overlap. 40 Accordingly, Sinclair should be limited to a single top-four station in St.
Louis and Indianapolis, as it has agreed in the other markets. Regardless of whether divestitures
in St. Louis or Indianapolis are required as a matter of antitrust law, Sinclair has failed to make
the showing required by the Commission that the St. Louis and Indianapolis combinations are
warranted under the Communications Act’s public interest standard.
Sinclair’s arguments in support of retaining two top-four stations in these markets are
wholly unavailing against the retransmission consent harms described above. Its top-four
showings regarding competition with cable systems are not unique to the St. Louis and
Indianapolis markets, as cable networks compete in markets throughout the country, including in
the markets where Sinclair is planning to divest a top-four station. 41 Moreover, as noted earlier,
Sinclair does not even attempt to deny that the proposed combinations would give it enhanced
leverage in retransmission consent negotiations. Sinclair’s arguments in support of its request to
38
See April Amendment at 5-6.
39
Tribune also owns satellite station WTTK(TV), a CBS affiliate licensed to Kokomo, Indiana, which offers strong
market coverage, including in the Indianapolis metropolitan area. See id. at 5 n.20. The Commission should ensure
that Sinclair is unable to change this satellite station in a manner that would circumvent the Commission’s decisions
or the ownership rules.
40
Keating/Orszag Declaration ¶ 31 & Figure 1.
41
Id. ¶ 33.
12
own top-four duopolies in St. Louis and Indianapolis therefore “lack a sound economic
foundation” and should be rejected. 42
Finally, Sinclair’s ownership of two top-four stations in St. Louis and Indianapolis will
escalate the risk of consumer and competitive harm across the country because the stations
would now be part of the larger Sinclair national footprint. Broadcaster size can often be
positively correlated with broadcaster bargaining power, as a loss of broadcast stations across a
significant part of an MVPD’s footprint could disproportionally impose higher costs on the
MVPD. 43 Such costs could include higher customer service expenses to respond to the loss of
programming or payments to protect the brand as a result of adverse publicity. 44 Because these
costs place an MVPD in a weaker bargaining position relative to a broadcaster, there is an
incentive for an MVPD to agree to higher retransmission consent fees to avoid these costs, which
only are expected to increase as the broadcaster increases in size. 45 While Sinclair has dismissed
the impact of a larger national footprint on retransmission consent negotiations, DISH Network’s
filing in this proceeding provides empirical evidence to demonstrate that allowing Sinclair to
increase its national footprint will result in higher retransmission consent fees. 46
III. THE COMMISSION MUST ENSURE THAT SINCLAIR SELLS ITS DIVESTED
STATIONS TO ARMS-LENGTH BUYERS WHO WILL EXERCISE DE FACTO
AS WELL AS DE JURE CONTROL OVER THE STATIONS.
As explained above, Sinclair’s retransmission consent leverage will be exacerbated by the
unprecedented national reach of the post-merger entity. Given this increased leverage, the
42
Id. ¶ 32.
43
Id. ¶ 35.
44
Id.
45
Id.
46
Id. ¶¶ 37-38.
13
Commission should ensure that the stations Sinclair divests are sold to arms-length buyers.
Without such protections, Sinclair will have the ability to circumvent the Commission’s
ownership rules and a concomitant increased ability to improperly use the agreements as an end-
run around the Commission’s joint-negotiation rules.
Sinclair’s current divestiture plan includes the sale of six stations to buyers that are
closely allied with Sinclair management, raising the distinct prospect that Sinclair will be able to
control these stations even after they are sold to other entities. 47 For instance, the buyer of
WGN-TV in Chicago, “WGN-TV, LLC,” 48 is owned by Steven Fader, who reportedly has no
broadcast experience but whose Atlantic Automotive Corporation, which owns automobile
dealerships and a car leasing company, is controlled by Sinclair Executive Chairman David
Smith.49 The buyer of KUNS in Seattle, WA, KMYU in Salt Lake City, UT, and KAUT in
Oklahoma City, OK is Howard Stirk Holdings, which is controlled by media personality
Armstrong Williams, whose stations serve as sidecars to Sinclair. 50 The buyer of KDAF in
Dallas, TX and KIAH Houston, TX is Cunningham Broadcasting Corporation, which operates
47
News Release, Sinclair Broadcasting Group, Inc., Sinclair Provides Additional Information about Agreements to
Sell TV Stations Related to Closing Tribune Media Acquisition (May 9, 2018), http://sbgi.net/wp-
content/uploads/2018/05/Divestitures-Announcement-FINAL.pdf.
48
Id.
49
See Todd Shields, Sinclair Station Buyers in Tribune Deal Would Have Company Ties, Bloomberg, Mar. 2, 2018,
https://www.bloomberg.com/news/articles/2018-03-02/sinclair-station-buyers-in-tribune-deal-would-have-
company-ties; Hamza Shaban, Why Sinclair’s Latest Plan to Sell Major TV Stations has Critics Crying Foul,
Washington Post, Mar. 14, 2018, https://www.washingtonpost.com/news/the-switch/wp/2018/03/14/why-sinclairs-
latest-plan-to-sell-major-tv-stations-has-critics-crying-foul/?utm_term=.7bf5c2dca356.
50
In March 2018, Howard Stirk Holdings acquired stations in Flint, MI and Myrtle Beach, SC from Sinclair. See
Press Release, Howard Stirk Holdings, Williams Purchases TV Stations (Mar. 20, 2018),
http://www.hsh.media/company-news/2018/3/20/armstrong-williams-purchases-tv-stations. Howard Stirk Holdings
acquired KVMY in Las Vegas, NV from Sinclair in 2015, and WCIV in Charleston, SC from Sinclair in 2014. See
Press Release, Howard Stirk Holdings, Howard Stirk Acquires KVMY Las Vegas (Feb. 4, 2015),
http://www.hsh.media/company-news/2015/2/4/howard-stirk-acquires-kvmy-las-vegas; Press Release, Howard Stirk
Holdings, Howard Stirk Holdings Grabs WCIV for $50,000 (Sept. 17, 2014), http://www.hsh.media/company-
news/2014/9/17/howard-stirk-holdings-grabs-wciv-for-50000.
14
16 other stations jointly with Sinclair under JSAs and SSAs, and is controlled by Michael
Anderson, David Smith’s former banker. 51
The extensive and well-established connections between Sinclair and the buyers of these
stations raises questions about whether Sinclair will remain in de facto control of at least some of
these stations and thus in violation of the ownership rules or the requirement that the licensee
retain control of a station’s core operations. The lack of independent broadcasting experience by
the purchasers identified above raises further questions about whether Sinclair will be able to
exercise undue influence over the divested stations. And the reportedly below-market prices
being paid by Howard Stirk Holdings and Cunningham Broadcasting for the stations they are
acquiring raise yet more questions about whether these are bona fide sales. 52
Sinclair’s updated ownership filing also shows that after the closing of the deal, Sinclair
plans to enter into JSAs and SSAs with WGN-TV LLC and Howard Stirk Holdings, as well as
options to repurchase, at below-market prices, the stations that Sinclair is selling to these
entities. 53 Not only are the buyers close business associates of Sinclair leadership, but they
appear to be giving significant control of the divested stations back to Sinclair and suggesting,
with the repurchase rights, that the “sale” of these stations is only temporary—to last only until
51
See Keach Hagey, Sinclair Draws Scrutiny Over Growth Tactic, Wall St. J., Oct. 20, 2013,
https://www.wsj.com/articles/sinclair-draws-scrutiny-over-growth-tactic-1382321755; In re Application of Michael
Anderson, Trustee, Carolyn C. Smith Cunningham Trust to Michael Anderson, File No. BALCDT-20171211ACN
(filed Dec. 11, 2017), Description of Transaction. A fourth buyer, Standard Media Group LLC, was recently
established by investment advisor Standard General L.P., apparently for the purpose of purchasing nine of the
divested stations. Press Release, Standard Media Group LLC, Standard Media Group LLC acquires 9 television
stations from Sinclair Broadcast Group, Inc. (undated), http://www.standardmedia.com/standard-media-group-llc-
acquires-9-television-stations-from-sinclair-broadcast-group-inc/. While Standard Media’s CEO is described as
having broadcast experience, the ability of this new entity to manage the acquired stations is untested.
52
See Jason Schwartz, Armstrong Williams got ‘sweetheart’ deal from Sinclair, POLITICO, June 13, 2018,
https://www.politico.com/story/2018/06/13/sinclair-broadcasting-armstrong-williams-642997 (reporting that
Howard Stirk is paying $4.95 million for stations with an estimated market value of ten times that amount, and that
the price paid by Cunningham was as much as $40 million below market).
53
See, e.g., April Amendment at 20 n.72.
15
Sinclair is no longer prohibited by the Commission’s ownership rules from owning them again
outright. These arrangements raise further questions about the arms-length nature of these sales.
The option agreements associated with the sale of KUNS and KMYU, 54 which are currently
owned by Sinclair, may also violate the Commission’s ban on reversionary interests by station
sellers. 55
The totality of these circumstances requires the Commission to ensure that the
purchasers—and not Sinclair—will acquire and exercise de facto as well as de jure control of the
stations, as required by the Commission’s rules. To the extent the sales are approved, the
Commission must also monitor the stations for ongoing compliance with the rules and conduct
enforcement actions as appropriate. There is precedent for the Commission conducting such an
exacting review, involving a prior Sinclair divestiture. In that case, the Commission noted that,
while it does not traditionally examine the purchase price of a station sale, it will “consider such
matters where it appears from other facts that the arrangement may not have been an arms-length
transaction between the parties.” 56 After conducting its review, the Commission concluded that
54
See, e.g., In re Application of KUTV Licensee, LLC to HSH St. George (KMYU) Licensee, File No. BALCDT-
20180426ABQ (filed May 1, 2018), Attachment 5 (Form of Option Agreement and Option Asset Purchase
Agreement (“Option Agreement”)).
55
See 47 C.F.R. § 73.1150(a) (“[i]n transferring a broadcast station, the licensee may retain no right of reversion of
the license, no right to reassignment of the license in the future, and may not reserve the right to use the facilities of
the station for any period whatsoever”). The Commission has consistently refused to grant applications for transfer
of control where the former owner retains “a right or a power to regain the status of licensee through a reversion of
stock control or the reassignment of the station license.” Radio KDAN, Inc., 11 FCC 2d 934 (1968), recon.
denied, 13 RR 2d 100 (1968), aff’d sub nom., W.H. Hansen v. FCC, 413 F.2d 374 (D.C. Cir. 1969). This includes
instances where the transferee grants the transferor a right of first refusal to acquire the station(s) beings sold. In re
Cumulus Licensing LLC, 21 FCC Rcd. 2998, 3005 (2006). The Stirk Option Agreement grants Sinclair the option to
purchase the transferred station at any time prior to the expiration of the option. See Option Agreement ¶¶ 1-2. The
option does not expire until eight years from the date of the Agreement, and Sinclair has the right to extend the
Option for up to forty additional years. See id. ¶ 2(b). The Option Agreement also grants Sinclair an effective right
of first refusal. See id. ¶ 10.j. (requiring the transferee “not to transfer or cause to be transferred any of the Assets,
Equity and its beneficial ownership interest therein during the term of this Agreement except as permitted by this
Option[.]” (emphasis added).
56
Edwin L. Edwards, Sr. (Transferor) and Carolyn C. Smith (Transferee), Memorandum Opinion and Order and
Notice of Apparent Liability, 16 FCC Rcd. 22,236, 22,250 ¶ 26 (2001) (finding that petitioners had “set forth
specific allegations of fact sufficient to show that certain of the current transactions in this proceeding have resulted
16
“a reasonable businessman” would not have agreed to the transactions orchestrated by Sinclair. 57
A similar review is warranted here.
Close Commission scrutiny is also necessary given Sinclair’s track record of exerting
control over retransmission consent negotiations of stations with whom it has a business
relationship, notwithstanding rules directly prohibiting it from doing so. 58 As the Commission is
well aware, Sinclair has previously used JSAs, SSAs, and LMAs as an end-run around the
statutory ban on joint retransmission consent negotiations by stations that are not under common
de jure control. 59 In 2016, upon a finding by the Media Bureau that Sinclair “negotiated
Stations,” 60 Sinclair entered into a consent decree with the Bureau in which Sinclair made a
settlement payment of nearly $9.5 million. The Commission must ensure that the planned
divestitures and associated service agreements in the pending Tribune transaction do not lead to a
similar outcome.
IV. CONCLUSION
Sinclair’s ownership of two top-four stations in St. Louis and Indianapolis will give it
demonstrably greater market power in the negotiation of retransmission consent agreements,
resulting in higher costs that will be passed on to consumers. This negotiating leverage will be
further exacerbated by Sinclair’s unprecedented national footprint. Sinclair has provided no
evidence of public interest benefits that would outweigh this substantial, transaction-specific
in Sinclair exercising de facto control over [Cunningham Broadcasting, then doing business as Glencairn] in
violation of Section 310(d) of the Communications Act.”).
57
See id.
58
In re Sinclair Broadcast Group, Inc., Order, 31 FCC Rcd. 8576 (MB 2016) (“Consent Decree”).
59
See 47 U.S.C. § 325 (b)(3)(C)(iv); 47 C.F.R. § 76.65(b). NCTA identified this risk in its Reply Comments in this
proceeding. See NCTA Reply Comments at 4.
60
Consent Decree ¶ 4.
17
harm. The Commission should reject Sinclair’s request to own two top-four stations in St. Louis
and Indianapolis. Additionally, to avoid extending Sinclair’s reach beyond the stations it will
own post-transaction, the Commission should ensure that the proposed divestitures are actually
arms-length transactions that give the purchasers de facto as well as de jure control of the
affected stations. The Commission should also monitor the stations for ongoing compliance with
the rules if the sales are approved.
/s/ Rick Chessen
Rick Chessen
Neal M. Goldberg
Michael S. Schooler
Diane B. Burstein
Association
18
I, Michael S. Schooler, hereby certify that, on this 20th day of June, 2018, I caused a
copy of the foregoing Comments of NCTA to be filed electronically with the Commission
through the ECFS system and caused a copy of the foregoing to be served upon the following
individuals by electronic mail:

Washington, DC 20001 Miles.Mason@pillsburylaw.com
mrosenstein@cov.com Counsel for Sinclair Broadcast Group, Inc.
Counsel for Tribune Media Company

/s/ Michael S. Schooler
Michael S. Schooler
Association
19
ATTACHMENT A
Before the
In the Matter of )
)
Tribune Media Company ) MB Docket No. 17-179
(transferor) )
)
and )
)
Sinclair Broadcast Group, Inc. )
(Transferee) )
)
Consolidated Applications for Consent to )
Transfer Control )
BRYAN KEATING AND JON ORSZAG
June 20, 2018

CONTENTS
I. INTRODUCTION..................................................................................................1
II. THE ECONOMICS OF RETRANSMISSION CONSENT

NEGOTIATIONS ..................................................................................................3

THE BENEFITS OF THE PROPOSED TRANSACTION OUTWEIGH
THE HARMS .........................................................................................................9
A. SINCLAIR INCORRECTLY DISMISSES THE EFFECT OF THE TRANSACTION ON
RETRANSMISSION CONSENT FEES ...................................................................10
B. THE TRANSACTION WOULD PUT UPWARD PRESSURE ON RETRANSMISSION

CONSENT FEES IN ST. LOUIS, MISSOURI AND INDIANAPOLIS, INDIANA ..........13
1. St. Louis, Missouri ..............................................................................13

2. Indianapolis, Indiana...........................................................................17
C. THE RETRANSMISSION CONSENT FEE IMPACT IN ST. LOUIS, MISSOURI AND
INDIANAPOLIS, INDIANA IS ESSENTIALLY IDENTICAL TO THE IMPACT IN THE
DIVESTITURE DMAS .....................................................................................18

FOOTPRINT ........................................................................................................20
V. CONCLUSION ....................................................................................................22
i
FIGURES
Figure 1: Concentration in Top-Four Overlap DMAs (Retrans Revenue) ............................... 19
ii
TABLES
Table 1: Numerical Example of Bargaining ............................................................................... 7
Table 2: Retransmission Revenue Consent Fees, St. Louis, Missouri ..................................... 15
Table 3: Summary of Divestiture Scenarios, St. Louis, Missouri ............................................ 16
Table 4: Retransmission Revenue Consent Fees, Indianapolis, Indiana .................................. 18
iii
I. INTRODUCTION
1. In April 2018, Sinclair Broadcast Group, Inc. (“Sinclair”) and Tribune Media
Company (“Tribune”) (collectively “Applicants”) filed an amendment to their application
seeking Commission consent to modify their proposed merger.1 In this amendment,
Applicants state that they will divest one or more stations in nine DMAs, including a top-
four broadcast station in eight DMAs.2 Applicants also request consent to own two top-
four broadcast stations in two DMAs: St. Louis, Missouri and Indianapolis, Indiana.3
2. For purposes of this request, Applicants purport to apply the Federal
Communication Commission’s (“Commission”) recent guidance in the 2017
Reconsideration Order with respect to its prohibition on common ownership of multiple
top-four broadcast stations within a DMA (the “Top-Four Prohibition”). While noting that
“[t]he ratings data in the record generally supported the Commission’s line drawing, and
the potential harms associated with top-four combinations find support in the record,” the
Commission allows for the possibility that the top-four prohibition may not be warranted
in all markets. The Commission therefore provided an opportunity for applicants to make
a case-by-case showing that prohibiting a single owner of two top-four broadcast stations
1
Group, Inc., MB Docket No. 17-179, Amendment to FCC Form 315, April 2018
(hereinafter Sinclair Amendment).
2
Seattle-Tacoma, Washington; St. Louis, Missouri; Salt Lake City, Utah; Oklahoma City,
Oklahoma; Greensboro-High Point-Winston Salem, North Carolina; Grand Rapids-
Kalamazoo-Battle Creek, Michigan; Richmond-Petersburg, Virginia; Des Moines-Ames,
Iowa; and Harrisburg-Lancaster-Lebanon-York, Pennsylvania.
3
Sinclair Amendment, § II.B.
1
in the same market would be unwarranted.4 To make such a showing, “applicants must
demonstrate that the benefits of the proposed transaction would outweigh the harms, and
we will undertake a careful review of such showings in light of the record with respect to
each such application.”5
3. The Commission invites applicants to submit information including, but not
limited to, the following categories:6
1) ratings share data of the stations proposed to be combined compared with other
stations in the market;
2) revenue share data of the stations proposed to be combined compared with other
stations in the market, including advertising (on-air and digital) and retransmission
consent fees;
3) market characteristics, such as population and the number and types of broadcast
television stations serving the market (including any strong competitors outside
the top-four rated broadcast television stations);
4) the likely effects on programming meeting the needs and interests of the
community; and
5) any other circumstances impacting the market, particularly any disparities
primarily impacting small and mid-sized markets.
The Commission declined to articulate “a rigid set of criteria for our case-by-case
analysis,”7 but it acknowledged that parties could raise concerns related to retransmission
4
2014 Quadrennial Regulatory Review – Review of the Commission’s Broadcast
Ownership Rules et al., MB Docket Nos. 14-50 et al., Order on Reconsideration and
Notice of Proposed Rulemaking, November 20, 2017 (hereinafter Reconsideration
Order), ¶¶ 78-82.
5
6
7
2
consent issues in the context of a specific transaction “if such issues are relevant to the
particular market, stations, or transaction.”8
4. We have been asked by counsel for the National Cable & Telecommunications
Association (“NCTA”) to review and respond, from an economic perspective, to the
arguments that Applicants advance as to why they should be permitted to own two top-
four broadcast stations in St. Louis, Missouri and Indianapolis, Indiana. We focus
especially on the effects of the proposed transaction as it relates to retransmission consent
negotiations. For the reasons set out below, we conclude that the proposed transaction
would put upward pressure on retransmission consent fees in both St. Louis and
Indianapolis as well as nationally.
II. THE ECONOMICS OF RETRANSMISSION CONSENT NEGOTIATIONS
5. Broadcast station/multichannel video programming distributor (“MVPD”)
retransmission arrangements are complex and have evolved over time with different
regulatory and marketplace developments. For purposes of the stations at issue in this
transaction, the negotiations typically proceed via a retransmission consent regime by
which the broadcast station owner or operator must consent to the retransmission of its
station signal by the MVPD and generally does so only for valuable consideration. In this
section, we briefly review the relevant economics of bargaining. We then discuss that
theory in the context of evaluating the effects of the proposed transaction.
8
Id., n. 239.
3
6. In economic terms, a retransmission consent negotiation between a buyer (in this
case, an MVPD) and a seller (in this case, a broadcast station owner or operator) can be
thought of as a negotiation over how the two parties divide the total pool of incremental
profit that is generated as result of collaboration. For the broadcast station owner or
operator, the gains from collaboration take the form of incremental profits from fees and
additional advertising revenue earned because its signal reaches a wider audience when
distributed to the MVPD’s subscribers. For the MVPD, the gains from collaboration take
the form of incremental profits associated with additional subscriber revenue from
customers added or retained because they are attracted by the programming the
broadcaster offers.
7. Rather than each party simply retaining these direct benefits, retransmission
consent negotiations allow the parties to split the overall pool of surplus in a more flexible
way. The exact division between MVPD and broadcaster will be determined by each
party’s relative bargaining positions and will be bound by the profits each party could
earn absent an agreement. Each party has an economic incentive to come to a
retransmission consent agreement as long as the profits it will receive under the
agreement exceed the profits it would receive if no agreement were reached. In the
bargaining terminology used in the economics literature, the latter are referred to as
“disagreement points” or “disagreement profits.” When the profits available under an
agreement exceed the parties’ disagreement points, the agreement is economically
efficient and both parties have an incentive to reach agreement.
8. The effect that a merger between sellers (here broadcast stations) has on their
bargaining power depends on technical conditions, such as the “concavity” or shape of

4
the buyers’ surplus functions (i.e., the way in which the surplus function changes with the
amount of content available). If the per-customer benefit to an MVPD of carrying a
broadcast station decreases as the number of broadcast signals the MVPD carries
increases, as could be the case if the additional station offers substitutable programming
to the MVPD’s current lineup and therefore adds relatively little incremental value, then
the surplus function is said to be “concave.” Conversely, if the per-customer benefit to an
MVPD of carrying a broadcast station increases as the number of broadcast signals the
MVPD carries increases, as could be the case if the added station offers complementary
programming to the MVPD’s existing lineup, then the surplus function is not concave, but
rather said to be “convex.” And if the per-customer benefit does not depend on the
number of stations, then the surplus function is said to be “linear.”
9. Under standard economic models, if an MVPD’s surplus function is concave, a
merger of broadcast station owners will enhance the bargaining power of the combined
firm vis-à-vis that MVPD. The retransmission fees that sellers can negotiate are tied to the
value they create for the MVPD, meaning that stations contributing relatively higher
value are in stronger positions to command higher fees than those contributing relatively
lower value. With concave surplus functions, each additional station adds less value to the
MVPD than the prior station, with the marginal station (i.e., the final station added in a
negotiation) contributing the least incremental value. If the marginal seller in this scenario
combines with another station and negotiates jointly, it would improve its value to the
MVPD (because the two stations together would offer a higher average incremental value
than would the marginal station on its own) and would be able to negotiate a better
(higher) price.
5
10. The reverse is true in the case of a convex surplus function. Where MVPDs have a
convex surplus function, a merger between broadcast station owners would shift
bargaining power away from the combined firm to the MVPD and decrease the price paid
by the MVPD to carry the broadcast signals. This is true because, with a convex surplus
function, each additional seller contributes more value to the MVPD than the prior
station. In this case, the marginal seller contributes greater incremental value than other
stations and will be able to negotiate a better (higher) price if it negotiates separately.
11. The following numerical example illustrates these concepts.9 Consider a situation
in which an MVPD negotiates with two broadcast station owners.10 The top panel of
Table 1 describes the various bargaining outcomes in this scenario. For the MVPD,
reaching agreements with both station owners will generate $70 in incremental profit
($120-$50).11 But the incremental gain to reaching agreement with either, conditional on
reaching agreement with the other, is only $20 ($120-$100). Splitting the incremental
surplus with the broadcast owner implies a fee of $10 per station (or $20 in total for both
stations). Now consider the outcome when the two broadcaster owners merge or
otherwise negotiate jointly. As illustrated in the bottom panel of Table 1, the MVPD
9
See Aviv Nevo, “Mergers that Increase Bargaining Leverage,” Remarks as Prepared for
the Stanford Institute for Economic Policy Research and Cornerstone Research
Conference on Antitrust in Highly Innovative Industries, January 22, 2014, available at
https://www.justice.gov/atr/file/517781/download for a similar example.
10
This numerical example is agnostic as to whether the station owner’s own stations in the
same or different DMAs.
11
For simplicity, we assume in this example that there is no incremental profit for the
broadcast station owner.
6
again gains $70 if it has an agreement with both (the joint company) relative to not
reaching an agreement. Following the merger, the joint company is the marginal seller,
and in this example the value ($70) it creates exceeds the value (2 x $20) that the stations
create on a stand-alone basis pre-merger. Assuming an equal split of the incremental
surplus, it implies a payment of $35 (or $17.50 per station). In this example, joint
negotiation does not increase the overall profit to the MVPD of reaching agreement with
both broadcasters but it does increase the fees that the MVPD pays relative to separate
negotiations.
Table 1: Numerical Example of Bargaining
Pre-merger
Incremental Gain to Individual Broadcaster Broadcasters A+B
MVPD Profit
MVPD Share of Surplus* Share of Surplus*
Agreement with one broadcaster only $100 $50
Agreement with both $120 $20 $10 $20
Post-merger
Incremental Gain to Broadcasters A+B
MVPD Profit
MVPD Share of Surplus*
Agreement with both $120 $70 $35
Notes:
* Assumes equal bargaining power (a 50/50 split of the incremental gain between MPVDs and broadcasters)
12. The outcome described above arises from the fact that the incremental surplus to
the MVPD decreases as more broadcasters are included in the MVPD’s offerings (as
shown in the first panel in Table 1, the incremental gain decreases from $50 when adding
one broadcaster to $20 when adding a second). This example provides a numerical
demonstration of a concave demand curve.
13. Local-market overlaps represent a particular example of the general bargaining
theory described above. If subscribers view certain local broadcast stations as at least
7
partial substitutes for one another, then subscribers may be more inclined to stay with an
MVPD even if it fails to reach an agreement with a particular viewer’s preferred
broadcast station as long as it has reached agreement with other stations in the
market. However, if an MVPD loses access to multiple stations, there is a greater chance
some customers will cancel their MVPD subscription in search of an alternative MVPD
offering more robust alternatives. This scenario applies with particular force to
negotiations with top-four broadcast network affiliates. Such stations are typically the
most popular networks, and subscribers are likely to view the networks as partial
substitutes for one another. More colloquially, MVPDs are disproportionately worse off
with only two of the top-four broadcast stations in a DMA than with three of the four
broadcast networks.
14. The economic logic for why combining competing stations within a market under
common ownership shifts bargaining power to the merging firm is therefore analogous to
the standard intuition underlying horizontal unilateral effects analysis of mergers
involving differentiated products in posted-price settings. In such cases, absent
efficiencies or other merger-related benefits, economic theory makes the unambiguous
prediction that the merger will enhance the bargaining power of broadcast stations
relative to MVPDs.12
12
By increasing the surplus associated with reaching a deal, merger-specific marginal cost
efficiencies, if sufficiently large, could create an incentive to lower rates. To our
knowledge, the merging parties have not demonstrated any significant merger-specific
marginal cost efficiencies (see Section V).
8
15. The likely increases in retransmission consent fees arising from the proposed
transaction, as described further below and to the extent that they are not remedied by
divestitures, would exacerbate existing trends. Over the past decade, total retransmission
consent fees have grown substantially, from about $200 million in 2006 to about $8
billion in 2016 (and are projected to reach $10 billion in 2018).13

THE BENEFITS OF THE PROPOSED TRANSACTION OUTWEIGH THE
HARMS
16. The Commission’s modification to its prohibition on common ownership of top-
four broadcast stations within a DMA to allow for case-by-case analysis places the burden
on applicants to “demonstrate that the benefits of the proposed transaction would
outweigh the harms.”14 Because Applicants ignore the effects of the transaction on
retransmission consent fees, they have failed to make the required showing and the
Commission cannot conclude that the competitive harm of these combinations is
“minimal” and outweighed by “public interest benefits.”15
13
See Justin Nielson, “Retrans projections update: $12.8B by 2023,” SNL Kagan
Broadcaster Investor, June 14, 2017.
14
15
See id.
9
A. SINCLAIR INCORRECTLY DISMISSES THE EFFECT OF THE TRANSACTION
ON RETRANSMISSION CONSENT FEES
17. Applicants’ supplemental filing focuses mainly on the effects of the proposed
transaction on advertising sales. It dismisses the relevance of the transaction to
retransmission consent negotiations:16
Retransmission consent agreements for larger television groups such as

Tribune, Sinclair, Nexstar and others are negotiated on a national, not a
local, level and therefore local retransmission revenues do not reflect
competition in the market. Rates, and revenues, are not a result of
competition between individual stations in a market and are largely
dependent on a number of factors, including competition from cable
networks, timing of when a retransmission consent agreement was entered
into (a recently entered into agreement is likely to have higher rates),
length of term, and other rights negotiated in the agreement—that are
wholly unrelated to local broadcast station competition or any particular
station being examined.
The implication that local competitive conditions have no effect on retransmission
consent negotiations is inconsistent with sound economics.
18. For the theoretical reasons discussed in Section II above, elimination of horizontal
competition between broadcast stations within a local market would put upward pricing
pressure on retransmission consent rates. The fact that large broadcast station owners such
as Sinclair and Tribune negotiate rates across multiple markets does not change this basic
logic. Rates set at a national level reflect the economic implications of local competitive
16
Sinclair Amendment, n. 32 [emphasis added].
10
conditions, along with other factors relevant to pricing, in the markets to which the rates
are applicable.17
19. Citing similar economic logic, the Department of Justice (DOJ) previously found
that the Nexstar-Media General transaction would diminish competition where the two
broadcast station owners owned stations in the same DMA:18
Prior to the merger, an MVPD’s failure to reach a retransmission

agreement with Nexstar for a broadcast television station might result in a
blackout of that station and threaten some subscriber loss for the MVPD.
But because the MVPD would still be able to offer programming on
Media General’s major network affiliates, which are at least partial
substitutes for Nexstar’s affiliates, many MVPD subscribers would simply
switch stations instead of cancelling their MVPD subscriptions. After the
merger, an MVPD negotiating with Nexstar over a retransmission
agreement could be faced with the prospect of a dual blackout of major
broadcast networks (or worse), a result more likely to cause the MVPD to
17
To take a simple example, consider a case in which one merging party owns a top-four
broadcast station in one DMA, and the other party owns an equally sized top-four station
in another DMA. In a third DMA, both parties each own a station. For the reasons
discussed herein, the combination of two top-four broadcast stations within the third
DMA would put upward pressure on retransmission consent fees in the overlap market.
Assuming the merged party jointly negotiated a common rate for the all three DMAs, the
combination of competing stations within the third DMA would put upward pressure on
the common negotiated fee. In establishing the profit-maximizing common rate, the firm
would balance the fact that the merger would increase the profit-maximizing market-
specific rate in the overlap market while leaving unchanged (ignoring cross-market
effects) the profit-maximizing market-specific rates in the overlap markets. The resulting
percentage increase in the fee would reflect the aggregate effect of the merger across all
markets to which the common rate applies. While the aggregate rate would be lower in
the overlap DMA than if rates were negotiated on a DMA-specific basis, it would be
higher in the other markets than would otherwise be the case and this higher rate would
apply to a larger number of subscribers.
18
United States of America v. Nexstar Broadcasting Group, Inc. and Media General, Inc.,
Competitive Impact Statement, September 2, 2016, available at
https://www.justice.gov/atr/case-document/file/910661/download, pp. 8-9 (“Nexstar
Competitive Impact Statement”).
11
lose subscribers and therefore to accede to Nexstar’s retransmission fee
demands.
20. Because retransmission fees constitute marginal costs to an MVPD, as a
matter of economics, MVPDs have an incentive to pass on part or all of any such
increases in marginal costs to the end consumer.19 Further increases in
retransmission consent fees, which would exacerbate the underlying trend in these
fees, would ultimately harm consumers.
21. Data that DISH Network submitted in this docket supports the conclusion that
combining competing stations within a DMA under common ownership would shift
bargaining power toward the broadcast station owner. Specifically, in an economic
declaration attached to DISH Network’s FCC filing, Mr. Zarakas and Dr. Verlinda find:20
DISH suffers greater subscriber losses when it temporarily loses

programming from (i.e., is blacked out by) broadcast groups with two or
more local broadcast stations in a DMA than it does when programming is
temporarily lost for only one station in a DMA.
19
The Department of Justice reached a similar conclusion in its review of the Nexstar-
Media General transaction. See Nexstar Competitive Impact Statement at 9 (“the loss of
competition between the Nexstar and Media General stations in each DMA Market would
likely lead to an increase in retransmission fees in those markets and, because increased
retransmission fees typically are passed on to consumers, higher MVPD subscription
fees.”).
20
L.L.C. (“DISH”), Aug. 7, 2017, Exhibit E, Declaration of William P. Zarakas and Jeremy
A. Verlinda, ¶ 4.
12
Such an empirical finding is consistent with the theoretical conclusion that an MVPD’s
surplus function is concave and consequently that a merger of two broadcast stations in
the same market would put upward pressure on retransmission consent fees.21
B. THE TRANSACTION WOULD PUT UPWARD PRESSURE ON

RETRANSMISSION CONSENT FEES IN ST. LOUIS, MISSOURI AND
INDIANAPOLIS, INDIANA
22. In both St. Louis, Missouri and Indianapolis, Indiana, Sinclair seeks a waiver of
the Commission’s prohibition of common ownership of two top-four broadcast stations.
As we discuss below, such a waiver would put upward pressure on retransmission consent
fees to the detriment of consumers.
1. St. Louis, Missouri
23. In St. Louis, Missouri, a subsidiary of Sinclair is the licensee of the ABC affiliate,
KDNL. A subsidiary of Tribune is the licensee of the Fox affiliate, KTVI, as well as the
licensee of the CW affiliate, KPLR.
21
This finding was critiqued by Dr. Gowrisankaran, in an economic report attached to
Sinclair’s filing, who claimed that the results presented by Mr. Zarakas and Dr. Verlinda
are evidence of convexity rather than concavity (see Applications to Transfer Control of
Tribune Media Company to Sinclair Broadcast Group, Inc., MB Docket No. 17-179,
Applicants’ Consolidated Opposition to Petitions to Deny, Aug. 22, 2017, Exhibit E,
Declaration of Gautam Gowrisankaran, ¶¶ 78-84). However, Dr. Gowrisankaran’s
interpretation appears to be incorrect because he did not account for the fact that the
blackouts studied by Mr. Zarakas and Dr. Verlinda involved losses of a Big-Four station
and a non-Big-Four station rather than two Big-Four stations. Adjusting for relative
station size, Mr. Zarakas and Dr. Verlinda’s analysis implies that the loss of two Big-Four
stations exceeds the loss of one, which is consistent with concavity. (See Applications to
Transfer Control of Tribune Media Company to Sinclair Broadcast Group, Inc., MB
Docket No. 17-179, Reply of DISH Network, L.L.C. (“DISH”), Aug. 29, 2017, Exhibit C,
Declaration of Dr. Janusz A. Ordover, ¶ 39.).
13
24. Applicants advance several arguments as to why they should be allowed to own
two top-four stations in St. Louis, Missouri:22
“Common ownership of KTVI and KDNL-TV will serve to strengthen broadcast
competition with cable TV;”
“Viewers have access to more than 10 Significantly Viewed stations from
neighboring DMAs such as Terre Haute, IN, Springfield, MO, and Champaign-
Springfield-Decatur, IL. These stations include Top-Four stations owned by
Nexstar Media Group, Raycom Media, and Quincy Media. Several of the stations’
signal contours overlap the St. Louis DMA and can therefore be picked up by
viewers over the air regardless of which cable systems also carry them;” and
“The merger of KDNL-TV’s newsroom with the KTVI newsroom would enable
Sinclair to leverage Tribune’s existing news operations to add news in the DMA.”
As we discuss further below, these facts are not unique to St. Louis nor do they establish
that the benefits to allowing common ownership of two top-four stations would outweigh
the harms. For example, while Applicants point to the existence of competing options,
they do nothing to quantify the extent to which the proposed transaction would affect
prices as a function of that competition.
25. Table 2 shows that, based on retransmission consent revenue, KTVI and KDNL
are the fourth- and first-ranked broadcast stations, respectively. The Hirschman-
Herfindahl Index (HHI) is a standard measure of market-level concentration that naturally
22
Sinclair Amendment, pp. 15-16.
14
takes into account the strength of other competing options. Calculating the HHI based on
retransmission consent revenue yields a post-merger HHI of 3,754 and a delta HHI (the
increase in concentration from combining the Sinclair and Tribune stations) of 1,191,
based on 2017 data from SNL Kagan.23 These values exceed the thresholds by which the
Horizontal Merger Guidelines consider a merger to be presumptively anticompetitive.24
Table 2: Retransmission Revenue Consent Fees, St. Louis, Missouri

Retrans Re trans Retrans Re trans
Re ve nue Rev Reve nue Re v
Station Affiliation O wner ($000s) Share ($000s) Share
KMOV CBS Meredith Corporation $21,014 25.3% $15,100 26.1%

KSDK NBC T EGNA Inc. $20,522 24.7% $18,600 32.2%
KT VI FOX T ribune Media Company $13,813 16.6% $14,600 25.3%
KDNL-T V ABC Sinclair Broadcast Group, Inc. $25,525 30.7% $7,500 13.0%
KPLR-T V T he CW T ribune Media Company $2,339 2.8% $2,000 3.5%

Post HHI 3754 3457
Delta HHI 1191 745
Source: Applications to Transfer Control of Tribune Media Company to Sinclair Broadcast Group, Inc. , MB Docket No. 17-179,
Amendment to FCC Form 315, April 2018, Exhibit F.2 (BIA Kelsey, 2016 and SNL Kagan, 2017)
26. It is our understanding that Sinclair has agreed to divest one station in St. Louis,
but it has not determined which station it will divest. Specifically, in a recent filing,
Sinclair stated:
Because the parties will not know which of these Stations will be divested
until the Department of Justice, Antitrust Division, approves a proposed
buyer for KPLR-TV or, if no buyer is approved for KPLR-TV, a proposed
buyer for KDNL-TV, the parties are filing applications seeking consent to
23
The most recent data from BIA Kelsey yields similar estimates.
24
For purposes of these calculations, we assume joint ownership of all three Sinclair and
Tribune stations. Below, we consider potential divestiture scenarios.
15
assign or transfer each of the Stations to the Trust pending completion of
such review.
Here we consider the implication of two potential divestiture scenarios:
Scenario 1: Divest KPLR-TV.
Scenario 2: Divest KDNL-TV.
27. Table 3 shows the post-merger HHI values for both proposed divestitures. A
divestiture of KDNL, the station currently under Sinclair ownership, would effectively
transfer the two Tribune-owned stations to Sinclair. There would be no change in the St.
Louis post-merger HHI, as shown by the delta HHI values of 0. Under this scenario, the
post-merger HHI using retransmission fee data from SNL Kagan is 2,564. If Sinclair
divests KPLR, the post-merger HHI using SNL Kagan data is 3,489 with a delta HHI of
925.
Table 3: Summary of Divestiture Scenarios, St. Louis, Missouri

Combine d Combined
Sinclair- Sinclair-
Dive stiture Tribune Tribune
O ption Share Post HHI De lta HHI Share Post HHI De lta HHI
No Divestiture 50.1% 3754 1191 41.7% 3457 745
Divest KDNL 19.4% 2564 0 28.7% 2711 0
Divest KPLR 47.3% 3489 925 38.2% 3192 481
Source: Applications to Transfer Control of Tribune Media Company to Sinclair Broadcast Group,
Inc. , MB Docket No. 17-179, Amendment to FCC Form 315, April 2018, Exhibit F.2 (BIA Kelsey,
2016 and SNL Kagan, 2017)
16
2. Indianapolis, Indiana
28. In Indianapolis, a subsidiary of Tribune is the licensee of the local CBS affiliate
(WTTV) and the local Fox affiliate (WXIN).25 Sinclair does not currently operate a
station in the DMA. The merger will not cause a change in the common ownership status
of these stations. Nonetheless, a divestiture of one of the Tribune top-four stations would
increase competition among broadcast stations in the DMA.
29. Table 4 also shows that, based on retransmission consent revenue, WXIN and
WTTV are the second- and third-ranked broadcast stations in the DMA. Calculating an
HHI based on retransmission consent revenue yields an HHI when combining the two
Tribune stations of 3,068. Divesting one of the Tribune stations would reduce HHI by
1,062 to 2,006, based on 2017 data from SNL Kagan.26, 27 The combined HHI exceeds the
thresholds by which the Horizontal Merger Guidelines consider a merger to be
presumptively anti-competitive.28
25
Tribune has commonly owned the stations since 2002 and they became a top-four overlap
in 2015 when WTTV switched its affiliation from CW to CBS. (Sinclair Amendment, n.
48.)
26
The most recent data from BIA Kelsey yields somewhat smaller, but still large, estimates.
27
HHIs can be used to compare concentration in different scenarios. In this case, the HHI
calculations we present compare concentrations with WTTV and WXIN either jointly or
separately owned.
28
17
Table 4: Retransmission Revenue Consent Fees, Indianapolis, Indiana
Re trans Re trans Re trans Re trans
Re ve nue Re v Re ve nue Re v
Station Affiliation O wne r ($000s) Share ($000s) Share
WT HR NBC Dispatch Printing Company, T he $18,649 23.3% $13,400 30.2%

WISH T he CW Nexstar Media Group, Inc. $6,367 7.9% $2,100 4.7%
WXIN FOX T ribune Media Co. $18,524 23.1% $12,500 28.2%
WRT V ABC E. W. Scripps Company $14,249 17.8% $11,300 25.5%
WT T V CBS T ribune Media Co. $18,436 23.0% $4,000 9.0%
WNDY MyNetworkT V Nexstar Media Group, Inc. $3,974 5.0% $1,000 2.3%

HHI (Combined T ribune Stations) 3068 2980
Delta HHI (From Divesting One T ribune Station) -1062 -510
HHI (Separate T ribune Stations) 2006 2471
Source: Applications to Transfer Control of Tribune Media Company to Sinclair Broadcast Group, Inc. , MB Docket No. 17-179, Amendment to FCC
Form 315, April 2018, Exhibit F.1 (BIA Kelsey, 2016 and SNL Kagan, 2017)
C. THE RETRANSMISSION CONSENT FEE IMPACT IN ST. LOUIS, MISSOURI

AND INDIANAPOLIS, INDIANA IS ESSENTIALLY IDENTICAL TO THE
IMPACT IN THE DIVESTITURE DMAS
30. Although Applicants seek modification to the Commission’s top-four ownership
provisions for St. Louis, Missouri and Indianapolis, Indiana while agreeing to divestitures
of a top-four station in eight other DMAs, neither St. Louis, Missouri nor Indianapolis,
Indiana is a material outlier with respect to the concentration of broadcast stations within
the DMA.29
31. Figure 1 shows that both St. Louis, Missouri and Indianapolis, Indiana (green
dots) lie in the middle of the range of concentration based on retrans revenue among the
ten DMAs with a top-four overlap.
29
The eight DMAs in which Applicants have agreed to a divestiture of a top-four broadcast
station are: Seattle-Tacoma, Washington; Greensboro-High Point-Winston Salem, North
Carolina; Salt Lake City, Utah; Oklahoma City, Oklahoma; Grand Rapids-Kalamazoo-
Battle Creek, Michigan; Richmond-Petersburg, Virginia; Des Moines-Ames, Iowa;
Harrisburg-Lancaster-Lebanon-York, Pennsylvania.
18
Figure 1: Concentration in Top-Four Overlap DMAs (Retrans Revenue)
4500
4000
3500
3000
Post-Merger HHI
2500
2000
1500
1000
500
0
0 200 400 600 800 1000 1200 1400 1600
Delta HHI
Source: SNL Kagan, 2017
32. The fact that these two DMAs look similar to DMAs in which Applicants have
agreed to divest a top-four broadcast station demonstrates that Applicants lack a sound
economic foundation for seeking a modification to the Commission’s top-four ownership
rules in these two DMAs.
33. Applicants’ additional arguments about competition with cable systems are not
unique to these two DMAs. While we do not undertake a systematic analysis of the
degree of substitution between broadcast networks and cable networks, we note that cable
networks exist throughout the country, including in the DMAs where Applicants have
agreed to divest a top-four station.
19
FOOTPRINT
34. The prior discussion focuses on the effects arising from diminution of local-
market competition, especially in St. Louis and Indianapolis. The proposed transaction
also potentially affects retransmission consent negotiations by increasing the footprint of
the combined company. Although the theoretical literature on bargaining makes no clear
predictions about the effect of cross-market mergers on the bargaining power of the
merging parties, it demonstrates that such mergers can, under certain circumstances,
influence the relative bargaining power of the combined entity.30 Ultimately, the degree to
which a merger affects the bargaining situation—and the direction of the influence—is
case-specific and can be addressed only with empirical evidence.
35. There are reasons to believe that, in this industry, broadcaster size is positively
correlated with broadcaster bargaining power. For example, a threatened blackout across
a substantially larger portion of an MVPD’s footprint has the prospect to impose
disproportionately higher costs on the MVPD in dealing with the repercussions of the
blackout. Such costs may take the form of disproportionately higher customer service
costs or disproportionately higher costs to the brand as a result of adverse publicity from
30
See, e.g., Tasneem Chipty and Christopher M. Snyder (1999), “The Role of Firm Size in
Bilateral Bargaining: A Study of the Cable Television Industry,” The Review of
Economics and Statistics, 81: 326-340; Alexander Raskovich (2003), “Pivotal Buyers and
Bargaining Position,” The Journal of Industrial Economics, LI(4): 405-426; Nodir Adilov
and Peter J. Alexander (2006), “Horizontal Merger: Pivotal Buyers and Bargaining
Power,” Economics Letters, 91: 307-311).
20
the blackout. Such costs place the MVPD in a weaker bargaining position (effectively,
they create a concave surplus function) and create an incentive to agree to higher
retransmission consent fees in order to avoid incurring those costs.
36. Even though the top-four combination in Indianapolis predates the transaction,
transfer of the ownership of this combination to Sinclair, with its substantially larger
national footprint than Tribune, raises merger-specific harms.31
37. Data that DISH Network submitted in the FCC docket demonstrate that such a
pattern prevails in DISH Network’s retransmission consent agreements with broadcast
station owners. Specifically, in an economic filing attached to DISH Network’s FCC
filing, Professor Janusz Ordover finds:32
My regression results indicate that retransmission fees increase with the

size of the station owner, which confirms the supposition that DISH’s
surplus function is concave. The further implication is that the merger of
Sinclair and Tribune will shift bargaining power toward the New Sinclair,
likely resulting in higher retransmission fees.
38. Contrary to the empirical evidence presented by DISH Network, Dr.
Gowrisankaran asserted in a filing to the FCC on behalf of Sinclair and Tribune that
MVPDs’ surplus function is likely to be linear across markets and therefore that the
31
See Reconsideration Order, ¶ 82 n. 239 (recognizing appropriateness of raising concerns
related to retransmission consent issues in the context of a specific transaction “if such
issues are relevant to the particular market, stations, or transaction.”).
32
L.L.C. (“DISH”), Aug. 7, 2017, Exhibit D, Declaration of Dr. Janusz A. Ordover, ¶ 41.
21
merger would not have impact on retransmission rates.33 As discussed above, because
economic theory gives no clear guidance on the directional effects of cross-market
mergers, the question must be answered by empirical evidence. However, Dr.
Gowrisankaran offered no empirical evidence to substantiate this view and it runs
contrary to other available evidence.34 Given that Dr. Gowrisankaran’s claim is
unsupported by any empirical evidence (and contradicts the available evidence) and given
the potential risks of a firm owning multiple top-four stations, Sinclair and Tribune have
clearly not demonstrated the net benefits of common ownership of these stations.
V. CONCLUSION
39. For the reasons described above, both economic theory and the empirical evidence
strongly support the conclusion that the proposed transaction would increase
retransmission consent fees.
33
See Applications to Transfer Control of Tribune Media Company to Sinclair Broadcast
L.L.C. (“DISH”), Aug. 7, 2017, Exhibit D, Declaration of Dr. Janusz A. Ordover, ¶ 41;
Deny, Aug. 22, 2017, Exhibit E, Declaration of Gautam Gowrisankaran, ¶ 60.
34
Deny, Aug. 22, 2017, Exhibit E, Declaration of Gautam Gowrisankaran, ¶¶ 59-72.
22
Before the
In the Matter of )
)
Authorizations )
)
PETITION TO DENY OF

Suite 200
Pasadena, CA 91105
(626) 792-6462
(202) 833-1200
Cheryl A. Leanza
Suite 330
EXECUTIVE SUMMARY
OC Inc., file this Petition to Deny in response to the Federal Communications Commission’s
(“FCC” or “Commission”) Public Notice in response to the transfer of licenses from Tribune
Media Company (“Tribune”) to Sinclair Broadcast Group, Inc.’s (“Sinclair”) (together,
“Applicants”) amended divestiture plan which fails to meet the burden of proof that the proposed
proposed merger serves the public interest, convenience, and necessity. Applicants must
affirmatively prove that the transaction will not harm the public, frustrate the goals of the
Communications Act, harm competition, or otherwise break the law. The Applicants’ proposed
transaction woefully fails to meet this burden.
Many of the Applicants’ divestitures include sweetheart deals, buy back options, or
divested stations. Sinclair’s intentions are clearly evident -- this acquisition is intended to secure
Sinclair’s position as the largest national broadcaster. Accordingly, Sinclair’s divestiture plan is
riddled with harms to the public interest and runs contrary to the Commission’s goals of
promoting competition, localism, and viewpoint diversity. The proposed transaction would also
give Sinclair increased bargaining power in retransmission consent negotiations, forcing
distributors as well as consumers to pay higher prices. Overall, Sinclair’s use of straw man deals,
buy back options, and SSAs will allow it to control or manage many of the stations after
divestiture.
The Commission must also consider its Congressional mandate to “promote….diversity
of media voices, vigorous economic competition, technological advancement, and promotion of
ii
the public interest, convenience, and necessity” as defined in Section 257(b) of the
Communications Act. The Commission has also long-established that broadcasters must serve
the needs and interests of the communities to which they are licensed. Today, people of color
disproportionately rely on broadcast media compared to their white counterparts, making local
broadcasting a critical source of news and information for those communities. In markets where
Sinclair would effectively control local news, vulnerable consumers would not have an
alternative to its programming and risk becoming even more disenfranchised by hearing from
only one viewpoint. Further, nothing in Applicant’s filing, nor conduct, indicate that the new
broadcasting behemoth plans to increase diversity in its programming to reflect the diversity in
its potential viewership.
Additionally, the Applicants transaction relies on the Commission’s potential
unauthorized alteration of the national ownership reach cap and the FCC’s arbitrary and
capricious reinstatement of the UHF discount. However, even if the Commission had the
authority to relax or eliminate the cap, it would be prudent for the FCC to resolve its open
proceeding before ruling on the proposed Sinclair acquisition of Tribune. Finally, the question of
whether the FCC’s decision to reinstate the UHF discount is arbitrary and capricious is currently
under consideration in the Court of Appeals for the D.C. Circuit. Thus, it is essential that the
Commission wait until the D.C. Circuit has rendered its decision before ruling on the proposed
merger.
United Church of Christ, OC Inc., respectfully request that the Commission deny the Applicants
iii
TABLE OF CONTENTS
EXECUTIVE SUMMARY .......................................................................................................... ii

I. BACKGROUND AND STATEMENTS OF INTEREST .................................................. 2
BURDEN OF PROOF AND IS NOT IN THE PUBLIC INTEREST .............................. 4
A. The Applicants’ Transaction Will Reduce Competition in Local Markets
Which is Inconsistent With The Commission’s Goal of Promoting
Competition ................................................................................................................. 5
B. The Applicants’ Sham Divestiture Plan is Not in The Public Interest ........................ 6
C. The Proposed Merger Would Give Sinclair Increased Bargaining Power in
Retransmission Consent Negotiations Resulting in Higher Cable Prices For
Consumers. .................................................................................................................. 7
III. THE PROPOSED MERGER IS AN AFFRONT TO LOCALISM AND
VIEWPOINT DIVERSITY ................................................................................................ 10
A. Sinclair’s Acquisition of Tribune Would Contradict the Commission’s Long
Standing Goals of Promoting Localism and Viewpoint Diversity ............................ 10
B. The FCC Must Reject Sinclair’s Acquisition of Tribune Because It Harms
Viewpoint Diversity and Fails to Protect Women and Media Owners of Color ....... 13
IV. THE APPLICANTS’ TRANSACTION RELIES ON THE FCC’S POTENTIAL
UNLAWFUL MODIFICATION OF THE NATIONAL OWNERSHIP CAP
AND ARBITRARY AND CAPRICIOUS REINSTATEMENT OF THE UHF
DISCOUNT .......................................................................................................................... 16
A. The FCC Lacks the Authority to Raise the National Ownership Cap....................... 17
B. The FCC’s Reinstatement of the UHF Discount Was Arbitrary and
Capricious and the Commission Should Wait Until the D.C. Circuit Rules on
the UHF Discount Before Approving this Merger .................................................... 18
CONCLUSION ........................................................................................................................... 21
EXHIBIT A: Declarations of Alex Nogales, Yosef Getachew, Earl Williams, Jr., and Sara J.
Fitzgerald
iv
Before the
In the Matter of )
)
Authorizations )
)
PETITION TO DENY OF
OC Inc., pursuant to 47 U.S.C. Sections 309(d), 310(d), and 47 C.F.R. Section 73.3584 file this
Petition to Deny in response to the Federal Communications Commission’s (“FCC” or
“Commission”) Public Notice regarding the transfer of licenses from Tribune Media Company
(“Tribune”) to Sinclair Broadcast Group, Inc. (“Sinclair”) (together, “Applicants”). The
Applicants amended divestiture plan filed on April 24, 20181 and response to request for more
information from the FCC on May 14, 20182 fails to meet the burden of proof that the proposed
1
See Tribune Media Company and Sinclair Broadcast Group, Inc., Consolidated Applications
for Consent to Transfer Control of Licenses and Authorizations, Amendment to June
Comprehensive Exhibit, MB Docket 17-179 (April 24, 2018) (Sinclair-Tribune Divestiture
Plan).
2
See Tribune Media Company and Sinclair Broadcast Group, Inc., Response to FCC Information
Request, MB Docket 17-179 (May 29, 2018).
I. BACKGROUND AND STATEMENTS OF INTEREST
Over a year ago, on May 8, 2017, Sinclair announced that it entered into an agreement to
purchase Tribune’s 42 broadcast television stations in 33 markets for $3.9 billion.3 In its original
proposal,4 Sinclair would own 233 television stations in 39 of the top 50 markets with a national
audience reach of 72 percent. A presence in 108 markets spanning from New York to Los
Angeles would make Sinclair the largest broadcaster in the nation. Notably, Sinclair failed in
showing that the proposed transaction would be in the public interest.
The transaction would also undermine the Commission’s goals of competition, localism,
and viewpoint diversity.5 Since Sinclair’s original filing, the Commission has relaxed several of
its media ownership rules, prompting Sinclair to submit a new divestiture plan. However, the
revision does little to address the harms associated with concentrated market power and reduced
competition. Neither the public interest statement nor Sinclair’s corporate conduct suggest a
commitment to localism or diversity. Instead, the Applicants’ proposal is intricately laced with
straw man divestitures and sidecar agreements. Further, the Commission should not approve
Sinclair’s feigned divestiture plan while several of its media ownership rules are still in flux and
pending the D.C. Circuit Court of Appeal ruling on the challenge to the FCC’s decision to
3
See Sinclair Broadcast Group To Acquire Tribune Media Company For Approximately $3.9
Billion (May 8, 2017), http://www.tribunemedia.com/sinclair-broadcast-group-to-acquire-
tribune-media-company-for-approximately-3-9-billion/.
4
See Tribune Media Company and Sinclair Broadcast Group, Inc., Applications for Consent to
Transfer Control of Licenses and Authorizations, Comprehensive Exhibit, at 2-4 (July 19, 2017)
(Original Sinclair-Tribune Application).
5
See generally, 2014 Quadrennial Regulatory Review – Review of the Commission’s Broadcast
Ownership Rules and Other Rules Adopted Pursuant to Section 202 of the Telecommunications
Act of 1996, et al., Second Report and Order, MB Docket Nos. 14-50, et al. 31 FCC Rcd 9864
(Aug. 25, 2016) (FCC 2014 Quadrennial Review Order).
2
reinstate the UHF discount in May of 2017. Simply, the Commission should not approve this
transaction.
The National Hispanic Media Coalition (“NHMC”) is a 32-year-old, non-partisan, non-
profit, media advocacy, and civil rights organization for the advancement of Latinos established
in 1986 in Los Angeles, California. Its mission is to ensure that Latinos are fairly and
consistently represented in news and entertainment and are able to access open and affordable
communications. NHMC works to augment the pool of Latino talent with its professional
development programs, and challenges media that carelessly exploits negative Latino
stereotypes.
Common Cause is a nonpartisan, nationwide grassroots network of more than 900,000
members and supporters that has advocated for open, honest, and accountable government for
over 45 years. Because a vibrant informational ecosystem is critical to self-governance, Common
Cause promotes public interest communications policies that connect all Americans to the news
and information that they need to cast informed ballots.
The United Church of Christ, Office of Communication, Inc. (“UCC, OC Inc.”) is the
media justice ministry of the United Church of Christ, a faith community rooted in justice that
recognizes the unique power of the media to shape public understanding and thus society.
Established in 1959, UCC OC Inc. established the right of all citizens to participate at the FCC as
part of its efforts to ensure that a television broadcaster in Jackson, MS served its African-
American viewers during the civil rights movement and continues to press for media justice and
communications rights in the present day. The Cleveland-based United Church of Christ has
almost 5,000 local congregations across the United States, formed in 1957 through union of the
Congregational Christian Churches and the Evangelical and Reformed Church.
3
BURDEN OF PROOF AND IS NOT IN THE PUBLIC INTEREST
proposed merger serves “the pubolic interest, convenience, and necessity.”6 The new divestiture
plan still fails to meet that burden. The Commission’s public interest analysis embodies a
“deeply rooted preference for preserving and enhancing competition in relevant markets...and
ensuring a diversity of information sources and services to the public.”7 While “[t]he FCC’s
actions are informed by competition principles,” its “‘public interest’ standard is not limited to
purely economic outcomes.”8 Therefore, the Applicants must show that the transaction will not
harm the public, frustrate the goals of the Communications Act, harm competition, or otherwise
break the law.9 In its review, the Commission must analyze “whether the merger will
affirmatively benefit what it deems underserved groups.”10 Thus, the Applicants must also
demonstrate that the transaction will result in positive public interest benefits, not merely rebut
claims of harms to the public interest.
Based on the divestiture plan, Sinclair does not intend to truly divest any stations - but
rather intends to enter into sidecar agreements to circumvent the rules. The merger, as currently
6
47 U.S.C. § 310(d).
7
Applications of Comcast Corporation, General Electric Company and NBC Universal for
Consent to Assign Licenses and Transfer Control of Licensees, Memorandum Opinion & Order,
26 FCC Rcd 4238, 4248 para. 23 (2011) (Comcast-NBCU Order).
8
Jon Sallet, FCC Transaction Review: Competition and the Public Interest, FCC Blog (Aug. 12,
2014), http://www.fcc.gov/blog/fcc-transaction-review-competition-and-public- interest.
9
See Comcast-NBCU Order, 26 FCC Rcd at 4247 para. 22 (explaining that the Commission
“must assess whether the proposed transaction complies with the specific provisions of the Act,
other applicable statutes, and the Commission’s Rules.”).
10
Rachel E. Barkow and Peter W. Huber, A Tale of Two Agencies: A Comparative Analysis of
FCC and DOJ Review of Telecommunications Mergers, University of Chicago Legal Forum, Iss.
1, Article 4 at 47 (2000).
4
proposed, is riddled with harms to the public interest and runs contrary to the Commission’s
goals of promoting competition, localism and viewpoint diversity.
A. The Applicants’ Transaction Will Reduce Competition in

Local Markets Which is Inconsistent With The Commission’s
Goal of Promoting Competition
The Applicants have made their intentions clear--this acquisition would ensure that
Sinclair is a step closer to becoming a national network. The Applicants have specifically argued
that the transaction will allow Sinclair to compete with over the top content distributors and
cable operators for national programming by expanding its geographic reach.11 By adding
stations in the largest markets, the Applicants tout that the transaction will allow Sinclair to
bolster its advertising revenue.12 However, Sinclair’s plan will reduce competition in local
markets and is inconsistent with the Commission’s public interest mandate to promote
competition.
Under the public interest standard for reviewing transactions, the Commission is required
to consider “whether a transaction will enhance, rather than merely preserve, existing
competition, and often takes a more expansive view of potential and future competition in
analyzing that issue.”13 Sinclair’s national network aspirations and appetite for increased revenue
do nothing to show how the transaction would enhance competition in local markets. Instead,
they create an incentive to erect barriers to entry in local markets while squeezing distributors for
higher prices. For instance, if Sinclair controls multiple stations across multiple local markets, it
would have disproportionate bargaining power to acquire programming that attracts increased
advertising revenue. In turn, Sinclair would not only be able to crowd out competitors, but also
11
See Applicants’ Consolidated Opposition to Petitions to Deny, MB Docket No. 17-179, at 5-7
(Aug. 22, 2017) (Applicants’ Consolidated Opposition).
12
See id. at 14.
13
5
limit opportunities for new entrants to gain a foothold in local markets. Again, the Applicants
have failed to show how the transaction will enhance competition.
B. The Applicants’ Sham Divestiture Plan is Not in The Public

Interest
Many of the Applicants’ divestitures include straw man deals, buy back options, or
divested stations. For example, Sinclair entered into purchase agreements to sell KUNS-TV,
KAUT-TV, and KMYU to Howard Stirk Holdings, a company controlled by Armstrong
Williams.14 However, Mr. Williams is acquiring these stations at a sweetheart deal of $4.95
million, $45-$55 million less than what industry analysts expected.15 Mr. Williams specifically
stated that he knew that he got a good deal because of his 25 year relationship with Sinclair.16
Predictably, Sinclair entered into SSAs with all three of those stations where it will manage
operations including maintaining technical equipment, overseeing advertising sales, delivering
programming, and sharing revenues.17 Sinclair is also selling two stations, KDAF-TV and
KIAH-TV, to Cunningham Broadcasting Corp. (Cunningham) with the option to buy back both
stations.18 Even more egregious, Sinclair’s Executive Chairman David Smith holds an option to
14
See Sinclair-Tribune Divestiture Plan at 3-4.
15
See Jason Schwartz, “Armstrong Williams got “sweetheart’ deal from Sinclair,” Politico (June
13, 2018), available at https://www.politico.com/story/2018/06/13/sinclair-broadcasting-
armstrong-williams-642997.
16
Id.
17
See File No. BALCDT - 20180426ABQ, Attachment 5 Form of Shared Service Agreement
(selling KMYU-TV to Howard Stark Holdings) (filed April 30, 2018); File No. BALCDT -
201804261BR, Attachment 5 Form of Shared Service Agreement, (selling KUNS-TV to Howard
Stark Holdings) (filed April 30, 2018); File No. BALCDT - 20180426ABP, Attachment 5 Form
of Shared Service Agreement (selling KAUT-TV to Howard Stark Holdings) (filed April 30,
2018).
18
See File No. BALCDT - 20180427ABM, Attachment 5 Form of Option Agreement (selling
KIAH-TV to Cunningham) (filed April 27, 2018); File No. BALCDT - 20180427ABL,
6
purchase Cunningham in its entirety.19 Likewise, in Chicago, one of the largest markets where
Sinclair is claiming to divest, it is “selling” WGN-TV to Steven Fader, a business associate of
David Smith who owns car dealerships in Maryland.20 Sinclair will run WGN-TV under a
similar SSA where it will manage much of the station’s operations and retain a share of the
revenues.21
Sinclair has methodically planned to use straw man deals, buy back options, and SSAs to
maintain control of many stations listed in its divestiture plan. Sinclair’s retained control of these
stations will result in harms to localism, viewpoint diversity, and competition. The Applicants’
divestiture plan is not in the public interest and should be rejected.
C. The Proposed Merger Would Give Sinclair Increased

Bargaining Power in Retransmission Consent Negotiations
Resulting in Higher Cable Prices For Consumers
The Applicants are unable to show how unrivaled market share would increase
competition or consumer choice. Far from it, this transaction would actually increase Sinclair’s
control over broadcast affiliates which, given its operating model of centralized management,
means that Sinclair would ultimately control the majority of local news content. Additionally,
Sinclair would vastly increase its negotiating power over the prices that paid television
Attachment 5 Form of Option Agreement (selling KDAF-TV to Cunningham) (filed April 27,
2018).
19
See File No. BTCCDT - 20130226AGC, Attachment 15 Option Agreement - David Smith
(transferring control of Cunningham to Michael Anderson, Trustee) (filed February 11, 2015).
20
See Margaret Harding McGill, “It borders on a regulatory fraud,” Politico (May 30, 2018),
available at https://www.politico.com/story/2018/05/30/sinclair-layoffs-broadcast-stations-
553028.
21
See File No. BALCD - 20180227ABD, Attachment 5 Amended and Restated Shared Service
Agreement (selling WGN-TV to WGN TV LLC); see also Margaret Harding McGill, “It
borders on a regulatory fraud,” Politico (May 30, 2018), available at
https://www.politico.com/story/2018/05/30/sinclair-layoffs-broadcast-stations-553028.
7
distributors would have to pay to retransmit local broadcasts. All of those upcharges would
eventually be passed on to consumers.
Sinclair has a storied history of threatening to blackout stations when a distributor refuses
to pay higher retransmission fees.22 The retransmission consent regime, where multichannel
video programming distributors (MVPDs) are required to negotiate in good faith with
broadcasters to retransmit their programming, was originally created to protect the rights of local
broadcasters who often lacked leverage against the rights of monopoly cable companies.23
However, the marketplace has changed. While MVPDs are still dominant, consolidation among
programmers and broadcasters has turned routine carriage negotiations into to high-stakes
negotiations. As a result, large broadcasters are able to exert their leverage to extract enormous
sums of money from MVPDs, turning the retransmission consent process into an additional
revenue stream.24 In fact, SNL Kagan projects retransmission fees will reach $11.6 billion by
2022.25 These costs will be passed on to consumers in the form of higher cable prices.
The Applicants make no attempt to explain how Sinclair’s increased bargaining power
would improve prices for consumers but rather confirm the opposite. Its recent data submission
to the FCC shows that retransmission consent rates have dramatically increased in the
Indianapolis and St. Louis Designated Market Areas (DMAs) where Sinclair seeks to acquire
22
See Todd Spangler, Dish Loses 129 Sinclair Stations in Biggest TV Blackout Ever (Aug. 26,
2015), available at https://variety.com/2015/biz/news/dish-sinclair-tv-blackout-1201578634/.
23
See Implementation of Section 103 of the STELA Reauthorization Act of 2014, Notice of
Proposed Rulemaking, 30 FCC Rcd 10327, 10238 para. 2 (2015).
24
See id. at 10238 para. 3.
25
See Mike Farrell, Kagan: Retrans Fees to Reach $11.6b by 2022, Multichannel News (June 29,
2016), available at http://www.multichannel.com/news/networks/kagan-retrans-fees-reach-
116b2022/406026.
8
Tribune stations.26 The stations in these DMAs which Sinclair would own post-merger have been
the primary beneficiaries of the increased retransmission consent rates.27 The record in this
proceeding also details at length how this transaction would allow Sinclair to raise
retransmission fees at the consumer’s expense.28 The vast national reach that Sinclair would have
post-merger would only increase its bargaining power to demand higher fees from MVPDs.
Sinclair’s prior abuses in retransmission consent negotiations which have lead to massive
programming blackouts cannot be ignored and foreshadow the competitive harms that consumers
should expect from this transaction.29 The Applicants themselves admit that the transaction
would allow Sinclair to maximize its post-merger leverage in order to raise retransmission fees.30
Ultimately, consumers will pay the price.
26
See Letter from Miles S. Mason, Pillsbury Winthrop Shaw Pittman LLP, Counsel for Sinclair
Broadcast Group, Inc. to Marlene H. Dortch, Secretary, FCC, MB Docket No. 17-179 (May 29,
2018). The Applicants’ data submission indicates that retransmission consent revenue in the
Indianapolis DMA increased from a value of $37.7 million in 2014 to $80.2 million in 2017 and
from $48 million in 2014 to $83 million in 2017 in the St. Louis DMA.
27
See id. From 2015-2017, the two stations Sinclair seeks to acquire, WXIN and WTTV,
accounted for the highest retransmission revenues in the Indianapolis DMA.
28
See, e.g., Petition to Deny of Free Press, MB Docket No. 17-179 at 31-36 (Aug. 7, 2017);
Petition to Dismiss or Deny of Dish Network, LLC, MB Docket No. 17-179, at 14-43 (Aug. 7,
2017); Petition to Deny of Competitive Carriers Association, MB Docket No. 17-179, at 21-25
(Aug. 7, 2017); Petition to Deny of Public Knowledge, Common Cause, and United Church of
Christ, OC Inc., MB Docket No. 17-179 at 7-9 (Aug. 7, 2017); Petition to Deny of American
Cable Association, MB Docket No 17-179 at 21-25 (Aug. 7, 2017); Reply Comments of the
Computer and Communications Industry Association (CCIA), MB Docket No. 17-179, at 9
(Aug. 29, 2017).
29
See, e.g., Cynthia Littleton, Dish, Sinclair Reach Deal to End Massive Station Blackout,
Variety (Aug. 26, 2015), available at http://variety.com/2015/tv/news/dish-sinclair-
stationblackout-1201579292/ (“The blackout affected an estimated 5 million of Dish’s 13.9
million subscribers.”).
30
See Applicants’ Consolidated Opposition at 31.
9
III. THE PROPOSED MERGER IS AN AFFRONT TO LOCALISM
AND VIEWPOINT DIVERSITY
A. Sinclair’s Acquisition of Tribune Would Contradict the

Commission’s Long Standing Goals of Promoting Localism
and Viewpoint Diversity
In determining whether a transaction is in the public interest, the Commission must take
into consideration its Congressional mandate to “promote….diversity of media voices, vigorous
economic competition, technological advancement, and promotion of the public interest,
convenience, and necessity” as defined in Section 257(b) of the Communications Act.31 The
Commission has also long-established that broadcasters must serve the needs and interests of the
communities to which they are licensed.32 Today, the Commission recognizes that local
television ownership rules are “necessary to promote competition and...promote viewpoint
diversity by helping to ensure the presence of independently owned broadcast television stations
in local markets and...incentivizes television stations to select programming responsive to the
interests and needs of the local community.”33 These rules underscore the importance of local
programming as a vital source of news and information.
Approximately 37 percent of Americans rely on broadcast television as a primary
resource for news.34 Local news is also a critical resource for communities of color and other
marginalized communities that over index on broadcast television over their white
31
47 U.S.C. § 257(b).
32
See FCC, Broadcasting and Localism: FCC Consumer Facts,
https://transition.fcc.gov/localism/Localism_Fact_Sheet.pdf.
33
FCC 2014 Quadrennial Review Order at para. 17.
34
See Katerina Eva Matsa, Fewer Americans Rely on TV news; what type they watch varies by
who they are, Pew Research Center (Jan. 5, 2018), ,.http://www.pewresearch.org/fact-
tank/2018/01/05/fewer-americans-rely-on-tv-news-what-type-they-watch-varies-by-who-they-
are/.
10
counterparts.35 For instance, 41 percent of non-whites rely on local television compared to 35
percent of whites.36 Low-income households earning less than $30,000 per year and senior
citizens over the age of 65 rely on local television more than their respective cohorts.37 These
numbers illustrate that even though various technologies have increased access to news and
information for the masses, large swaths of the population continue to rely solely on free, local
broadcasts. In effect, especially in markets where Sinclair would control the local news market,
vulnerable consumers would not have an alternative to Sinclair’s programming and risk
becoming even more disenfranchised by hearing only one voice.
Local broadcasting is also important for its influence on civic engagement and elections.
For example, a recent Pew study found that over half the individuals who reported as always
voting in local elections said that they follow local news very closely.38 Similarly, Americans
who consider themselves highly attached to their local communities demonstrate a greater
reliance on local news with 59 percent saying they follow local news very closely.39 The close
link between local news viewership and voting patterns supports the Commission’s public
interest mandate of promoting broadcast localism. Local news also plays an important role in
shaping voters’ opinion of political candidates and informing the electorate.40 Individuals who
are civically engaged will tend to have a greater impact on the social and economic development
35
See id.
36
See id.
37
See id.
38
See Michael Barthel, Jesse Holcomb, Jessica Mahone, and Amy Mitchell, Civic Engagement
Strongly Tied to Local News Habits: Local voters and those who feel attached to their
communities stand out, Pew Research Center (November 3, 2016), available at
http://www.journalism.org/2016/11/03/civic-engagement-strongly-tied-to-local-news-habits/.
39
See id.
40
See Jeffrey Gottfried, Michael Barthel, and Elisa Shearer, The 2016 Presidental Campaign -- a
news Event That’s Hart to Miss, Pew Research Center (Feb. 4, 2016), available at
http://www.journalism.org/2016/02/04/the-2016-presidential-campaign-a-news-event-thats-hard-
to-miss/.
11
of their communities. Localism and diversity have been bedrock principles in the Commission’s
policy-making. That is why it is important to note that neither Sinclair’s filing nor conduct
indicate that this potential new broadcasting behemoth would increase diversity in its
programming to reflect the diversity in its potential viewership. To the contrary, Sinclair would
likely continue its centralized business model for programming, highlighted in its “must-run
segments” which eliminate editorial oversight for local content. The videos and instruction are
produced at Sinclair headquarters and distributed to stations across the country on a daily basis.41
Station managers are required to disseminate the must-run segments via local reporter within 48
hours of delivery.42 Consequently, regardless of whether it suits the particular needs of the
communities in question, these stations are used as foot soldiers in a corporate messaging
campaign.
Sinclair’s centralization of news out of its headquarters in Maryland43 would only
exacerbate the harms caused by a lack of diversity in ownership. This type of media
concentration,
harms diversity and localism because large station owners have an incentive to
homogenize their programming within a given market and even across markets.
When these station owners control stations across multiple markets, they are able
to harm the localism of the content by producing content that must be aired as
local news segments at all the stations they own nationwide or require local news
stations to cover particular stories in a particular way.44
41
See Sydney Ember, Sinclair Requires TV Stations to Air Segments That Tilt to the Right (May
12, 2017), available at
https://www.nytimes.com/2017/05/12/business/media/sinclair-broadcast-komo-conservative-
media.html.
42
See id.
43
See Meredith Cohn, Sinclair Broadcast plans to keep headquarters in Hunt Valley, double in
size (Nov. 15, 2017), available at http://www.baltimoresun.com/business/bs-bz-sinclair-
headquarters-20171115-story.html.
44
Comments of Public Interest Commenters, Amendment of Section 73.3555(e) of the
Commission’s Rules, National Television Multiple Ownership Rule, MB Docket 17-318 at 7-8
(Mar. 19, 2018) (internal citations omitted) (Comments of Public Interest Commenters).
12
The Arab American Institute rightfully characterized Sinclair’s merger as an infringement on the
ability of local journalists to maintain their reporting integrity.45 This is precisely the type of
harm that rules governing localism and diversity of voices were intended to prevent.
Sinclair already attempts to mask its editorialized content under the guise of a news
broadcast, and has been reprimanded for passing off paid content as news programming.46 For
instance, in December 2017, the Commission fined Sinclair for running over 1,400 commercials
that Sinclair designed to look like independent news broadcasts without disclosing that that the
programming was actually sponsored content.47 That did not deter Sinclair from requesting that
the Commission approve its request to gain unprecedented access to millions of households who
will be forced to rely on Sinclair for information ranging from community updates to national
politics. The new, expansive broadcasting entity would shape media narratives nationwide. It is a
dangerous proposition for only one entity to have so much influence, especially considering
Sinclair’s custom to depart from journalistic norms.
B. The FCC Must Reject Sinclair’s Acquisition of Tribune

Because It Harms Viewpoint Diversity and Fails to Protect
Women and Media Owners of Color
The FCC must also reject Sinclair’s divestiture plan because it fails to protect women and
media owners of color who are already severely underrepresented. As Free Press notes in its
45
See Sarah Seniuk, When Anti-Arab, Anti-Muslim Bigotry Becomes Local News: What You
Need to Know About a Pending Media Merger, Arab American Institute (Oct. 17, 2017),
available at
http://www.aaiusa.org/when_anti_arab_anti_muslim_bigotry_becomes_local_news_what_you_n
eed_to_know_about_a_pending_media_merger.
46
See Notice of Apparent Liability for Forfeiture, FCC-17-171 at 1 (Dec. 21, 2017) (the
Commission proposed a $13,376,200 fine against Sinclair Broadcast Group for failing to make
required disclosures in connection with programming sponsored by a third party),
https://www.fcc.gov/document/fcc-issues-13m-nal-against-sinclair-sponsorship-id-violations.
47
Id.
13
initial Petition to Deny, “[r]educing the number of independent voices also reduces already
scarce opportunities for women and people of color to own broadcast stations. As early as 1978,
the Commission recognized that the inadequate representation of marginalized communities in
the broadcast industry was ‘detrimental not only to the minority audience but to all of the
viewing and listening public.”48 This outcome runs contrary to the FCC’s public interest standard
and its obligation to ensure “diversity of information sources.”49
If the Commission were to approve the Applicants’ divestiture plan, it would enhance
Sinclair’s market power and further diminish opportunities for diverse ownership. The combined
result of the Sinclair-Tribune merger would further concentrate owners and “harms competition
because it reduces the number of stations available to new entrants and reduces the number of
broadcast competitors both locally and nationally.”50 And approval of this merger will likely lead
to additional proposed mergers as existing companies seek to grow to compete with the new
broadcasting behemoth.
Current broadcast ownership by women and people of color is at a dismal low. For
example, while Latinos make up 17.8 percent51 of the U.S. population, Latino ownership of
broadcast stations infinitesimal. Latinos only own 4.5 percent of full power commercial
television stations, 13.4 percent Class A television stations, and 13.4 percent of low power
stations.52 Additionally, broadcast ownership by other underrepresented communities and
48
Free Press, Petition to Deny, MB Docket 17-179 at 9 (Aug. 7, 2017),
https://ecfsapi.fcc.gov/file/1080886409552/Sinclair-Tribune%20Petition%20to%20Deny.pdf.
49
50
51
See U.S. Census Bureau, QuickFacts,
https://www.census.gov/quickfacts/fact/table/US/PST045216 (last visited Jun. 18, 2018).
52
See FCC, Third Report On Ownership Of Commercial Broadcast Stations, FCC Form 323
Ownership Data as of October 1, 2015, Media Bureau Industry Analysis Division (May 2017),
https://apps.fcc.gov/edocs_public/attachmatch/DOC-344821A1.pdf.
14
women is not reflective of the U.S. population. Ownership by women is 7.4 percent of full power
commercial stations, 9.3 percent Class A stations, and 11 percent of low power stations.53
Similarly, racial minorities only held a majority of the voting interests in 2.6 percent of full
power stations, 1.8 percent of Class A stations, and 2.4 percent of low power stations.54 Yet,
despite the Commission's mandate under Section 257(b) to promote diversity, its “response to
intolerably low minority and female broadcast ownership levels has been woefully inadequate
for decades.”55 Approving Sinclair’s merger with Tribune would clearly fly in the face of the
Commission’s mandate to promote diversity.
One of the most troubling ownership statistics is the fact that a mere 12 minority owned
stations exist in a top 50 DMAs according to Nielsen’s 2017 Local Television Market Universe
Estimates.56 The top 12 DMAs in the U.S. accounted for 33.26 percent of television
households.57 Thus, it stands to reason that even if all 12 minority owned stations where in each
of the top 12 DMAs, their reach would be roughly one third of U.S. television households. Given
the United States’ historic injustices to minorities and forecasted macro demographics shifts in
the U.S. population, a reduction in ownership diversity would further harm marginalized
communities. Thus, in order to ensure plurality, the FCC must reject the Applicants’ proposed
merger due to the harms it will cause diversity of ownership.
By any measure, the proposed merger promises to reduce choice for low-income and
marginalized consumers. Sinclair would acquire even more power “to deny these households the
53
See id.
54
See id.
55
Leadership Conference on Civil and Human Rights, Comments, MB Docket No. 17-318 at 3
(Mar. 19, 2018).
56
See Nielsen, Local Television Market Universe Estimates (2017),
http://www.nielsen.com/content/dam/corporate/us/en/public%20factsheets/tv/2017-
18%20TV%20DMA%20Ranks.pdf.
57
See id.
15
diversity of information sources crucial to the public interest standard.”58 Moreover, it would
thwart the diversity of ownership given the market power that Sinclair would command.59 With
the U.S. Latino population forecasted to grow to 24 percent of the population by 2065,60 the
disproportionate representation risks further marginalization of Latinos.
Local broadcasts should be a competitive marketplace where consumers find information
and opportunities to engage. Any proposals to restrict viewpoints or participants should be
treated as a threat, rejected by the Commission and treated as an opportunity to reaffirm its
commitment to localism, diversity, and competition.
IV. THE APPLICANTS’ TRANSACTION RELIES ON THE FCC’S

POTENTIAL UNLAWFUL MODIFICATION OF THE NATIONAL
OWNERSHIP CAP AND ARBITRARY AND CAPRICIOUS
REINSTATEMENT OF THE UHF DISCOUNT
The proposed transaction does not comport with lawfully-adopted media ownership rules.
The transaction cannot be approved unless the Commission either increases the National
Ownership Cap, which it has no authority to do, or applies the invalidly-reinstated UHF
discount. The Commission should not approve this merger because it can only approve it by
applying rules that it has unlawfully modified.
58
Letter from Karl Frisch, Executive Director, Allied Progress, to Ajit Pai, Chairman, Federal
Communications Commision (Aug. 7, 2017), available at
https://www.scribd.com/document/355743810/Allied-Progress-Files-Public-Comment-Calling-
on-FCC-to-Deny-Sinclair-Tribune-Merger.
59
See Antonio Flores, Facts on U.S. Latinos, 2015 (Sep. 18, 2017)
http://www.pewhispanic.org/2017/09/18/facts-on-u-s-latinos/.
60
See D’Vera Cohn, Future immigration will change the face of America by 2065 (Oct. 5, 2015),
http://www.pewresearch.org/fact-tank/2015/10/05/future-immigration-will-change-the-face-of-
america-by-2065/.
16
A. The FCC Lacks the Authority to Raise the National Ownership
Cap
Congress established the national television reach cap at 39 percent and “did not provide
the Commission with the discretion to modify or eliminate the cap when it passed the
Consolidated Appropriations Act of 2004.”61 At that time, Congress set the national audience
reach cap at 39 percent and insulated it from the Commission’s periodic review process by
stating that the newly established quadrennial review “does not apply to any rules relating to the
39 percent national audience reach limitation.”62 By explicitly excluding the national audience
reach cap from the Commission’s review, Congress “left no room for the Commission to assert
discretionary authority to modify or eliminate the 39 [percent] cap.”63 Therefore, the
Commission lacks the authority to raise or eliminate the current national audience reach can, and
doing so would directly undermine Congressional intent.
Increasing or repealing the national audience reach cap would have far-reaching
consequences for communities that rely on local broadcasters for news and information. As
previously described, centralized control of local stations would reduce competition, localism,
and negatively impact diversity of viewpoints.64
Moreover, it appears that the Commission will soon change the National TV Ownership
cap.65 If the Commission takes such an action it is only because Commissioner O’Rielly has
announced that he is willing to vote for this rule change even though he believes it is prohibited
61
62
Consolidations Appropriations Act of 2004, H.R. 2673, § 629 Amendments to the
Telecommunications Act of 1996, available at
https://www.govtrack.us/congress/bills/108/hr2673/text/enr.
63
64
See supra Section III.
65
See Todd Shields, “FCC Eyes Vote on Ownership Rules Key to Sinclair Deal,” Bloomberg
News (June 14, 2018), available at https://www.bloomberg.com/news/articles/2018-06-13/fcc-
said-to-plan-rule-change-before-court-can-upend-sinclair-bid.
17
by law.66 Commissioner O’Rielly has stated that he would cast such a vote in order to obtain
court review.67 When such a vote does occur, the Commission has an obligation not to approve
this merger until it has obtained the court review Commissioner O’Rielly seeks. Otherwise, the
Commission would approve a merger that bears a substantial risk of violating the law. An
approval under such circumstances would be arbitrary and capricious.
B. The FCC’s Reinstatement of the UHF Discount Was Arbitrary

and Capricious and the Commission Should Wait Until the
D.C. Circuit Rules on the UHF Discount Before Approving this
Merger
The FCC’s reinstatement of the UHF discount was arbitrary and capricious, as the
discount lacks any current technological justification, and its implementation distorts the
ownership calculation for the statutorily-set national cap. The UHF discount, which permits only
50 percent of households reached by UHF stations to be counted for the purpose of assessing
compliance with the national ownership cap, was originally implemented to address a now
obsolete technical disparity between VHF and UHF stations.68 However, the rationale for the
distinction in audience measurement between UHF and VHF stations disappeared entirely in
66
See Commissioner Michael O’Rielly, Debunking the Sinclair Myth, FCC Blog (May 18,
2018), https://www.fcc.gov/news-events/blog/2018/05/18/debunking-sinclair-agenda-myth.
67
Id.
68
Ownership Rule, Order on Reconsideration, 32 FCC Rcd 3390 (4) (2017) (Reinstatement of UHF
Discount). The rule originated in the 1980s when available technology and the physical
characteristics of the UHF band presented significant barriers to its widespread adoption. Not
only did consumers need to purchase and install an additional receiver to their television sets, but
also its transmission required more power, there were difficulties with tuning, and the reception
area was limited. See Free Press, et al., v. FCC, Opening Brief for Petitioners, On Petition for
Review of an Order of the Federal Communications Commission, No. 17-1129, (D.C. Cir. 2017).
As a result, over the decades that followed, both Congress and the FCC undertook a variety of
initiatives, justifiably implementing the UHF discount, to work towards parity between the two
station types.
18
2009 when the United States completed its transition from analog to digital television.69 Now,
UHF channels are “equal, if not superior” to VHF channels for the transmission of digital
television signals.70
The Commission appropriately eliminated the UHF discount in 2016, asserting that
“there is no remaining technical justification” for it and it “acts only to undermine the national
audience reach cap.”71 Indeed, the Commission noted that by allowing this rule to continue the
national ownership cap would be “effectively 78 percent for a station group that includes only
UHF stations,” leaving the Congressionally mandated cap of 39 percent without teeth.72 And it is
precisely this distortion in audience measurement that Sinclair is now attempting to exploit.
Without the UHF discount, the Applicants’ proposed merger would raise Sinclair’s national
ownership to over 72 percent, well exceeding the statutory limit.73
The Commission has unequivocally stated that “the UHF discount distorts the calculation
of a licensee’s national audience reach and undermines the intent of the cap.”74 Yet, despite the
repeal of the UHF discount, the Commission reinstated this obsolete measurement gimmick,
arguing in essence that the earlier UHF Discount Repeal Order failed to sufficiently consider
whether the “de facto tightening of the national cap” was justified.75 Because there is no
69
Reinstatement of UHF Discount, 32 FCC Rcd 3390, para 8.
70
Id.
71
Amendment of Section 73.3555(e) of the Commission's Rules, National Television Multiple
Ownership Rule, Report and Order, 31 FCC Rcd 10213, para 28, para 2 (2016) (UHF Discount
Repeal Order).
72
Id. at para 26.
73
See Original Sinclair-Tribune Application at 2-4. The Applicants’ current sham divestiture
plan would allow Sinclair to retain control over many of the stations it proposes to divest
essentially allowing Sinclair to maintain its 72 percent audience reach.
74
UHF Discount Repeal Order at para. 34.
75
Reinstatement of UHF Discount at para. 1. However the effect of the UHF discount repeal on
the national ownership cap was directly addressed and was clearly the primary problem the
Commission sought to correct. Nonetheless in its 2017 Reinstatement of UHF Discount, the
19
reasoned technological explanation for the UHF discount, its implementation distorts the
calculation of national ownership and the recent reinstatement is arbitrary and capricious.
As the Commission is aware, the D.C. Circuit Court of Appeals is likely to rule in the
near future on whether that the Commission’s reinstatement of the UHF discount is arbitrary and
capricious.76 As such, the Commission should wait until the court rules on the UHF discount
prior to ruling on the Applicants’ proposed merger. Whether the merged company will fall under
the Congressionally-mandated 39 percent national ownership cap turns on the legality of the
UHF discount. If the court finds the decision to reinstate it arbitrary and capricious, then
Sinclair’s newly formed company would well exceed the permissible level, and the proposed
merger would be in violation of the Commission’s rules. Deciding on the merger prior to this
court decision has the potential to grant an unjustifiably high degree of ownership to a single
entity with disregard of the court’s interpretation of the law. Because the Sinclair merger will
have a far-reaching and long-lasting impact on consumers, sound policy-making requires that the
Commission wait until the court reviews its authority to reinstate the UHF discount before ruling
on the proposed merger.
Commission asserts that the determination to repeal the UHF discount should have been made in
tandem with a reconsideration of the national ownership cap. Id. at para. 13.
76
See Free Press, et al., v. FCC, Opening Brief for Petitioners, On Petition for Review of an
Order of the Federal Communications Commission, No. 17-1129, (D.C. Cir. 2017); Ted
Johnson, “Appeals Court Questions Why FCC Revived UHF Discount Rule,” Variety (April 20,
2018), available at https://variety.com/2018/politics/news/fcc-sinclair-uhf-discount-ajit-pai-
1202776761/ (describing concerns expressed during oral argument regarding the validity of rule
by all three of the D.C. Circuit panel in Free Press v. FCC).
20
CONCLUSION
United Church of Christ, OC Inc., respectfully request that the Commission deny the Applicants’
___/s/_____________________

Suite 200
Pasadena, CA 91105
(626) 792-6462
(202) 833-1200
Cheryl A. Leanza
Suite 330
21
I, Yosef Getachew, hereby certify that on the 20th day of June, 2018, I caused a true and
correct copy of the foregoing Petition to Deny via email to the following:

mrosenstein@cov.com


Jeremy Miller
445 12th Street, SW

/s/ Yosef Getachew

Yosef Getachew
EXHIBIT A
Declaration of Alex Nogales
1. I, Alex Nogales, am the President and CEO of the National Hispanic Media
Coalition (NHMC). NHMC’s headquarters is located at 65 South Grand
Avenue, Suite 200, Pasadena, CA 91105, which is part of the Los Angeles
Designated Market Area (DMA), the second largest DMA in the nation.
2. NHMC is the media watchdog for the Latino community, ensuring that we
are fairly and consistently represented in news and entertainment and that
our voices are heard over the airwaves and on the internet. NHMC exists to
challenge policy makers and influencers from Hollywood to Washington,
DC and everywhere in between, to eliminate barriers for Latinos to express
themselves and be heard through every type of medium. NHMC also works
to bring decision-makers to the table to open new opportunities for Latinos
to create, contribute and consume programming that is inclusive, free from
bias and hate rhetoric, affordable and culturally relevant.
3. NHMC’s work is hindered when local television stations are owned by a

small number of large corporations. It creates barriers for Latinos seeking to
work in the television industry as producers, writers, actors, journalists and
editors, and to become owners of television stations.
4. It is expected that Sinclair will acquire and operate KTLA, the Tribune
station serving Los Angeles. I watch KTLA and I, as well the many other
Latino viewers in the Los Angeles, will be harmed by the loss of local news
as well as the diverse viewpoints that will be displaced by Sinclair’s must-
run segments.
5. I, and viewers like me, will be harmed by Sinclair’s acquisition of the

Tribune owned stations which would violate the FCC’s national audience
reach cap. Such concentration of ownership results in less programming
representing Latinos, poorer service for Latino audiences, and reduces the
diversity of viewpoints available to national audiences.
Deny.
7. This statement is true to my personal knowledge, and is made under penalty

DATED this ___day
20 of June, 2018. ________________________
Alex Nogales
Declaration of Yosef Getachew
1. I, Yosef Getachew, am the Director of the Media and Democracy Program

of Common Cause. Common Cause is headquartered at 805 15th St NW
Suite 800 Washington DC 20005.
2. Common Cause is a nonpartisan, nationwide grassroots network of more

than 900,000 members dedicated to upholding the core values of American
democracy. It works to create open, honest, and accountable government
that serves the public interest; promotes equal rights, opportunity, and
representation for all; and empowers all people to make their voice heard in
the political process.
3. Common Cause members will have fewer choices in accessing news and
information as a result of Sinclair’s acquisition of Tribune. When media
outlets are owned by a small number of big corporations, it narrows the
available perspectives and stifles the investigative journalism that our
democracy depends on. And, it makes it harder for people of color, women,
and the LGBTQ community to make themslevles heard. Common Cause
members believe that a strong democracy requires a competitive,
independent media.
4. Common Cause members will be directly and adversely affected if the

Commission allows the proposed merger of Sinclair and Tribune to proceed.
On their behalf Common Cause puts the brakes on media monopolization
and works towards innovative reforms that put consumers and everyday
people first.
Deny.
6. This statement is true to my personal knowledge and is made under penalty

20
DATED this ___day of June, 2018. ________________________
Declaration of Earl Williams, Jr.
1. I, Earl Williams, Jr., am a member of the United Church of Christ. I am Chair of the
board of directors of the UCC’s media justice ministry, United Church of Christ, OC Inc.
I am a member of Euclid Avenue Congregational Church UCC, Cleveland, Ohio.
2. I am a graduate of the Cleveland State University, Cleveland Marshall School of Law and
Ohio University Scripps School of Communication. In my early career I had direct
experience with communications policy, serving as a legal intern with Citizens
Communication Center, Washington D.C. and as an undergraduate intern at WGN Radio
Television, Chicago. Ill. I am a member of the Ohio Bar and have served as an Assistant
County Public Defender and Assistant County Prosecutor. I currently serve as a city
council member of the City of Shaker Heights.
3. I reside at 19701 Fairmount Blvd, Shaker Heights, OH 44118.
current world.
5. The mission for the United Church of Christ’s media justice ministry, OC Inc., is: The
United Church of Christ is a faith community rooted in justice that recognizes the unique
power of the media to shape public understanding and thus society. For this reason,
UCC’s Office of Communication, Inc. (OC, Inc.) works to create just and equitable
media structures that give meaningful voice to diverse peoples, cultures and ideas.
Established in 1959, OC Inc. ultimately established the right of all citizens to participate
at the Federal Communications Commission as part of its efforts to ensure a television
broadcaster in Jackson, MS served its African-American viewers during the civil rights
movement.
6. In order to pursue a “just world for all” and to “seek justice for all,” to pursue the UCC’s
Three Great Loves, and to implement the UCC’s media justice ministry’s mission, I
regularly rely on local broadcast television to monitor local news, information and events.
7. I am a regular viewer of the stations serving the Cleveland-Akron, OH market, including

WJW-TV, channel 8. I understand that Sinclair Corporation anticipates acquiring WJW-
TV from Tribune Broadcasting Company and will likely sell it to the Fox Broadcasting
Company, along with seven other local television stations.
state and local policies impact me and my community, specifically in relation to the
UCC’s social justice mission and its 3 Great Loves. I consult with my peers and
1
colleagues around the country who also monitor local broadcast television in their own
communities to identify issues of common concern.
9. For example, many of my interests are in service of the UCC’s social justice mission and
its “Love of Neighbor” vision. I closely follow the state of Ohio’s efforts to preempt
charter cities’ home rule rights particularly with respect to the regulation of assault
weapons and other efforts to address and remedy those conditions affecting urban
communities. I notice the impact of local media structures because I see that this issue
requires additional media coverage because these legislative changes are added into
must-pass budget legislation and escape notice by the general public. I similarly monitor
efforts to undermine the right for labor to organize and efforts to adopt right-to-work
laws. Each of these policy initiatives are typically part of a nationwide strategy.
Therefore, I monitor developments in other states in order to anticipate likely policy
initiatives in my own state or in my own local area. For example, I have found
monitoring local news developments in Kansas with respect to right-to-work laws to
assist my understanding of national and local issues in Cleveland and Shaker Heights.
10. I understand that it is the business practice of Sinclair to require its owned or operated
local television stations to include its nationally produced news segments and
commentary into local newscasts. These must-run segments will likely displace other
locally-produced programming.
11. I, and viewers like me, will be harmed by Sinclair’s acquisition of stations around the
country, and its increased national reach, because my peers in the UCC and in local
government outside of the Cleveland market will be likely to receive less locally-
produced programming. The reduction of local news around the country will harm me
because, without it, I will not be able to understand how my local community compares
to other local communities when I consult with them. National trends will be more
difficult for me to identify and address.
12. I will also be harmed because my local television station WJW-TV is likely to be owned
by Fox, a national broadcast ownership group that is larger than WJW’s current owner
Tribune Broadcasting, which might change its incentives and practices with respect to
local news and other programming choices.
13. Regardless of which company owns my local broadcasters, consolidation of the local
broadcast market will disincentivize all local TV broadcasters from covering local news.
If local broadcasters owned by large corporations are able to offer programming with
fewer overhead costs, resulting from fewer local journalists and more centralized
reporting, it will be difficult for my local broadcasters that would prefer to invest in more
local journalism and staff to successfully compete. This will result in less local TV news
and information in the Cleveland TV market, thus harming both my knowledge of my
local community and of the ability to compare my community with others.
14. I am also concerned that large national ownership groups such as Sinclair purchase or
gain control of many more stations, it raises the cost of purchasing a television station
2
and reduces the opportunity for financially weaker new entrants, including those owned
by people of color and women, to acquire stations, thus further undermining the number
of diverse editorial voices.

foregoing petition to deny and is made under penalty of perjury of the laws of the United
States of America.
SIGNED: DATE:
__________________________________________ June 20, 2018
3
Declaration of Sara J. Fitzgerald
1. I, Sara Fitzgerald, am a member of the United Church of Christ. I am treasurer of the

Board of Directors for the UCC’s media justice ministry, the Office of Communication of
the United Church of Christ, Inc. I have previously served as chairman of the board of
directors of the Central Atlantic Conference, the denomination’s Mid-Atlantic regional
organization.
2. I have been a member of Rock Spring Congregational United Church of Christ in

Arlington, VA, since 1986. I currently serve as Church Clerk, the equivalent of a
corporate secretary of the congregation.
3. I reside at 502 West Broad Street Apt. 512, Falls Church, VA 22046.
4. My residence is within the Washington, DC market. Washington D.C. is the nation's 6th
ranked DMA market with 2,492,170 households, comprising 2.22 percent of the national
market. In the DC market, Sinclair already owns WJLA-TV (VHF Channel 7, an ABC
affiliate), as well as the cable-only News Channel 8. Sinclair plans to acquire WDCW-
TV (UHF Channel 50, a CW affiliate) from Tribune, which broadcasts morning and
nighttime local news programs (The Morning Dose, and DCW50 News at 10pm).
current world.
6. In order to pursue a “just world for all” and to “seek justice for all” I regularly rely on
local broadcast television to monitor local news, information and events.
7. For example, I rely on local television news to help me understand how local law
enforcement is responding to concerns about crime. Consistent with the UCC’s “Love of
Neighbor” vision, I rely on local television news to help me understand the concerns of
the local immigrant community and the many persons of color who have moved to
Northern Virginia seeking refuge from political violence in their homelands. As a
longtime boater and believer in the UCC’s “Love of Creation,” I am also very concerned
about efforts to preserve the environmental quality of the Chesapeake Bay, and turn to
local television news for information on what is happening in the Potomac River
watershed. I have been very interested in local politics, and so I also turn to local
television channels to follow local election issues, particularly in Northern Virginia, and
to learn more about the candidates’ positions as they relate to social justice and other
matters.
1
state and local policies impact me and my community.
9. As an active member of the United Church of Christ on a regional level I have consulted
with my peers and colleagues in the Mid-Atlantic and around the country who also
monitor local broadcast television in their own communities to identify issues of common
concern. I have also been active in the League of Women Voters and this interest
intersects with my interests as a member of the UCC. Through my connections at the
League and the UCC I am also able to track national and regional trends through my
conversations with other UCC and League members on issues relating to social justice.
10. I am concerned that increasing the size of broadcast television companies nationally will
mean I will see fewer viewpoints regarding local and national news, less original
programming, less local programming, and less unique local advertising.
11. Specifically, I understand that it is the business practice of Sinclair to require its owned or
operated local television stations to include its nationally produced news segments and
commentary into local newscasts. I will be harmed by Sinclair’s acquisition of stations in
the Washington DC area, because the locally produced programming will be displaced by
these “must-run” segments, thus reducing the amount and diversity of local news and
other coverage of my community.
foregoing petition to deny, and is made under penalty of perjury of the laws of the United
States of America.
SIGNED: DATE:
__________________________________________ June 20, 2018
Sara J. Fitzgerald
2
Before the
In the Matter of )
)
Licenses and Authorizations. )
PETITION TO DENY OF THE ATTORNEYS GENERAL OF THE

STATES OF ILLINOIS, IOWA, AND RHODE ISLAND
Susan L. Satter,
Public Utilities Policy Counsel,
Public Utilities Bureau
Anna P. Crane,
Matthew J. Martin,
Office of the Illinois Attorney General
100 West Randolph Street
Chicago, Illinois 60601
Telephone: (312) 814-3000
June 20, 2018

TABLE OF CONTENTS
I. CONTEXT AND IMPACT OF THE PROPOSED MERGER .............................. 1

II. STATES’ INTERESTS .......................................................................................... 4
III. THE PROPOSED MERGER IMPROPERLY EXCEEDS THE NATIONAL
AUDIENCE REACH LIMIT AND SHOULD BE REJECTED............................ 5
IV. THE PROPOSED MERGER WOULD NOT SERVE THE PUBLIC INTEREST
AND SHOULD BE REJECTED. ........................................................................... 8
V. THE PROPOSED MERGER DOES NOT INCLUDE SATISFACTORY
DIVESTITURES IN LOCAL MARKETS AND VIOLATES THE
COMMISSION’S TOP-FOUR PROHIBITION IN THE ST. LOUIS, MO
MARKET................................................................................................................ 9
A. The Local Television Multiple Ownership Rule Furthers the Public
Interest in Diversity, Localism, and Competition and Any Waiver Must
Also Further These Goals. ........................................................................ 10
Prohibition for the St. Louis, Missouri Market......................................... 12
C. There Is No Basis upon Which to Grant Sinclair a Waiver from the Top-
Four Rule. ................................................................................................. 17
V. CONCLUSION................................................................................................................. 21
ii
The Attorneys General of the States of Illinois, Iowa, and Rhode Island submit this
Petition to Deny the Applications of the Sinclair Broadcast Group, Inc. (“Sinclair”) and the
Tribune Media Company (“Tribune”) (jointly “Applicants”) to Transfer Control of Tribune’s
full-power broadcast televisions stations, low-power television stations, and TV translator
stations to Sinclair. The requested transfer of control would make the “largest local news
provider in the country”1 even larger and remove independent voices from the marketplace,
rather than promote the Commission’s long-held principles of diversity, localism, and
competition. As the chief consumer protection and law enforcement officers in our respective
states, we are responsible for promoting and defending the public interest. The massive
consolidation proposed in these applications violates the law and fails to further the public
interest. We ask the Commission to grant our Petition to Deny the license and other transfers
requested by Applicants in the Amendment to June Comprehensive Exhibit filed on April 24,
2018 (“Amendment to June Comprehensive Exhibit”),2 and the Divestiture Trust Application
filed on May 14, 2018 (“May Divestiture Amendment”).3
I. CONTEXT AND IMPACT OF THE PROPOSED MERGER

For approximately 70 years, broadcast television has played a central and indispensable
role in informing, challenging, and entertaining the American public. Throughout most of
broadcast television’s history, the Commission saw the importance of placing limits on the
1
FCC, “Sinclair and Tribune, MB Docket 17-179,” available at: https://www.fcc.gov/transaction/sinclair-tribune
2
Applications of Tribune Media Co. and Sinclair Broadcast Group, Inc. for Consent to Transfer Control of Licenses
and Authorizations, MB Docket No. 17-179, Amendment to June Comprehensive Exhibit, (filed April 24, 2018)
(hereinafter “Amendment to June Comprehensive Exhibit”).
3
Application for Consent to Transfer Control of Entity Holding Broadcast Station Construction Permit or License,
MB Docket No. 17-179 Divestiture Trust Application, Comprehensive Exhibit, File Nos. ETCCDT-20185014ABC,
BALCDT-20180514ABW (filed May 14, 2018) (hereinafter “May Divestiture Amendment”).
1
number of television stations that could be owned, operated, or controlled by one entity. In
1985, the Commission recognized the need to combat excessive broadcast television
consolidation that could reduce the diversity of viewpoints available to the public and adopted a
national television audience reach cap, limiting the number of households nationwide that a
single owner is permitted to serve.4 Congress enshrined the national audience reach limit in
statute in the Telecommunications Act of 19965 and Consolidated Appropriations Act of 2004.6
The Commission and the Courts have recognized that limitations on broadcast television
consolidation are necessary to preserve values fundamental to our democracy. Specifically,
limits on media consolidation are based on preserving the “marketplace of ideas” upon which the
freedoms of speech, of the press, and of association protected by the First Amendment to the
United States Constitution are premised. The Commission has found that the principles of
diversity, localism, and competition are core values that should be preserved to protect multiple
sources of information and opinion and keep broadcast television relevant and accountable to
local communities. Commission rules, such as the “Top-Four Prohibition,” provide assurance to
the public that the media marketplace will continue to serve the public interest consistent with
the functioning of our democracy and provide station owners with clear guidance about the limits
of consolidation.
The transfers requested by Applicants are not transfers that will enable struggling or
economically challenged stations to create opportunities for more diversity, localism, and
competition among the country’s broadcast stations. Both Sinclair and Tribune are large
4
See Report & Order, In the Matter of Amendment of Section 73.3555(e) of the Commission’s Rules, National
Television Multiple Ownership Rule, 31 FCC Rcd. 10213, 10214–15 ¶ 4 (Sept. 6, 2016) (hereinafter “2016 National
Ownership Amendment”).
5
47 U.S.C. §202(c)(1)(B); Pub. L. No. 104-104, 110 Stat. 111 (1996).
6
Pub. L. No. 108-199, 118 Stat. 99 (2004).
2
companies. Sinclair is already the largest local news provider in the country and owns or
operates 192 broadcast television stations, consisting of 611 channels, in 89 markets, with
affiliations with all major networks.7 Tribune owns 42 stations, including seven in the top ten
markets.8 The Applicants’ Amendment to June Comprehensive Exhibit shows that Sinclair is
seeking to increase its already substantial holdings and expand its reach into 105 markets,
reaching 58.77% of the nation’s television households, assuming all proposed divestitures go
through.9 The requested transfer of control would make the “largest local news provider in the
country”10 even larger while removing independent voices from the marketplace. The promised
yet vague divestitures offered by the Applicants in an attempt to avoid the limitations that
otherwise would preclude this massive consolidation should be rejected as inadequate by the
Commission.
As presented below, the Commission should deny this over-sized media conglomeration
because it:
(1) Creates excessive consolidation, unreasonably reducing the number of voices in the
broadcast television marketplace, by allowing one company to reach 58.77% of the
nation’s television households, even assuming all proposed divestitures occur;11
(2) Violates the Commission’s broadcast television consolidation rules;
(3) Compromises the values of localism, competition, and diversity; and
(4) Is not in the public interest.
7
Sinclair Broadcast Group, Inc., “About,” available at: sbgi.net/#About (accessed June 13, 2018).
8
Tribune Media Company, “About Tribune Media,” available at: www.tribunemedia.com/about-tribune-media/
9
10
See the FCC’s description of the transaction at: https://www.fcc.gov/transaction/sinclair-tribune.
11
Id.
3
In addition, the Applicants attempt to argue that despite the excessive reach of this
transfer of control, Sinclair’s plan to divest some stations addresses fundamental obstacles to
approval. The Commission should grant this Petition to Deny despite the divestiture plan
because Applicants’ divesture plan is indefinite, does not demonstrate that the divested stations
will not be controlled by Sinclair, and withholds the answers to key questions of control of the
divested stations from the public and from the Commission.
II. STATES’ INTERESTS

The Attorneys General of the States of Illinois, Iowa, and Rhode Island are responsible
for protecting the public interest in their respective states, including the public interest in access
to diverse, competitive and local broadcast media. Federal law establishes the scope of broadcast
television consolidation and obligations, and state attorneys general represent the interest of their
residents in ensuring that federal laws and regulations are applied to protect the public interest in
their states.
The Applicants’ proposed transfer of control will have a direct effect on the residents of
the states represented in this Petition to Deny. Audiences served by broadcast markets in 36
states, including Illinois and Iowa, are affected by the proposed transfer of ownership. Stations
serving audiences in Illinois and Iowa are the subject of divestiture plans, which raise additional
questions about the terms of the divestitures, whether they are consistent with law, and whether
they will reduce market consolidation. A shift in ownership of critical broadcast media of this
scale requires a clear-eyed application of the law guided by principles established to protect the
public interest both in a vibrant and diverse broadcast media market and in access to multiple
voices, multiple viewpoints, and local freedom to broadcast locally relevant and locally desired
content.
4
Sinclair has already demonstrated the danger of excessive consolidation limiting local
options. Sinclair-owned stations receive news stories and features that are run in the local
evening or morning newscasts, often without modification.12 Local preferences are lost in both
news and other contexts like sporting, religious, or scientific programming if, as a result of
excessive consolidation, a large owner requires all of its stations to show particular news reports
or opinions, sporting contests, religious celebrations, or scientific perspectives, regardless of the
popularity of those news reports, sports, celebrations, or perspectives in various localities.
Our states also have an interest in ensuring that the rules applicable to transfer licenses
are fairly and correctly applied and that any resulting transfers conform to the law. Given recent
and ongoing rule changes, appeals, and policy discussions, the states have an obligation to
participate in proceedings where these changes are being applied.
III. THE PROPOSED MERGER IMPROPERLY EXCEEDS THE

NATIONAL AUDIENCE REACH LIMIT AND SHOULD BE
REJECTED.
The proposed Sinclair-Tribune merger, if approved, would create the largest broadcast
television ownership entity in the United States. This combined entity would reach nearly 70
million television viewers, constituting 58.77% of the national television audience, assuming
certain stations are divested. Such unparalleled access by a single owner to more than half of the
television viewing audience conflicts with federal law and would harm the public interest by
reducing sorely needed competition, diversity, and localism in the broadcast television sphere.
12
See, e.g., PBS News Hour, “How Sinclair Broadcasting puts a partisan tilt on trusted local news,” Oct. 10, 2017,
available at: https://www.pbs.org/newshour/show/sinclair-broadcasting-puts-partisan-tilt-trusted-local-news; The
New York Times, “Sinclair Made Dozens of Local News Anchors Recite the Same Script,” April 2, 2018, available
at: https://www.nytimes.com/2018/04/02/business/media/sinclair-news-anchors-script.html; AdWeek, “Should
Sinclair’s Must-Runs Be Labeled Commentary, and Who Should Read Them on Air,” Apr. 15, 2018, available at:
https://www.adweek.com/tv-video/should-sinclairs-must-runs-be-marked-as-commentary-and-who-should-really-
be-reading-them/.
5
By reaching 58.77% of United State television households, the Sinclair-Tribune merger
would exceed the 39% national audience reach cap set by Congress in 2004.13 The national
audience reach cap, which was originally the creation of this Commission, is intended to protect
“localism, diversity, and competition” by “temper[ing] the ability of the largest group owners to
dramatically increase their national coverage area … while giving smaller group owners some
opportunity to expand.”14 If allowed, this merger would greatly exceed the limits set by
Congress in violation of these principles.
Sinclair and Tribune contend that the new entity would reach 37.39% of television-
viewing households (assuming all proposed divestitures occur)15—just below the 39% limit.
Sinclair and Tribune are able to characterize their proposed merger as below the cap only by
applying the so-called UHF Discount, which counts only 50% of the television households
reached by UHF stations when calculating national audience reach. However, the UHF
Discount—which the Commission eliminated in August 2016,16 reinstated in April 2017,17 and
is currently reviewing again18—is outdated, does not reflect today’s technical reality, and should
not be used to calculate national audience reach.
In 1985, the Commission acted pursuant to the public interest when it adopted the UHF
Discount. It did so during “the analog television broadcasting era, [in which] UHF signals
13
Pub. L. No. 108-199, 118 Stat. 99 (2004).
14
2016 National Ownership Amendment, 31 FCC Rcd. at 10214–15 ¶ 4.
15
16
17
Order on Reconsideration, In the Matter of Amendment of Section 73.3555(e) of the Commission’s Rules, National
Television Multiple Ownership Rule, 32 FCC Rcd. 3390 (Apr. 21, 2017) (hereinafter “2017 National Audience
Reach Order on Reconsideration”).
18
See Notice of Proposed Rulemaking, In the Matter of Amendment of Section 73.3555(e) of the Commission’s
Rules, National Television Multiple Ownership Rule, MB Dkt. No. 17-318, 2017 WL 6507164 ¶ 5 (F.C.C.) (released
Dec. 18, 2017) (hereinafter “2017 National Ownership NPRM”).
6
reached a smaller audience in comparison with VHF signals.”19 At that time, UHF signals,
relative to their VHF counterparts, “decreased more rapidly with distance … resulting in
significantly smaller coverage areas and smaller audience reach.”20 But following the transition
of television signals from analog to digital in 2009, the technical limitations upon which the UHF
Discount had been based ceased to exist.21
Application of the UHF Discount is not justified here. The Commission eliminated the
UHF Discount in 2016, and while a new administration reinstated it the following year, it did so
on the narrow ground that the UHF Discount and national audience reach cap should have been
evaluated together.22 For both decisions, there was unanimity within the Commission that “the
UHF discount no longer has a sound technical basis following the digital television transition.”23
Indeed, the Commission is currently re-evaluating the UHF Discount and the national audience
reach cap.24 Furthermore, the U.S. Court of Appeals for the D.C. Circuit is currently reviewing
whether the Commission acted properly in reinstating the UHF Discount.25 A transaction of this
magnitude should not be permitted to proceed using a measurement that the Commission itself
19
Id. ¶ 2.
20
21
See, e.g., id. at 10214 ¶ 3 (“But while UHF channels may have been inferior for purposes of broadcasting in
analog, experience since the DTV transition demonstrates that UHF channels are equal, if not superior, to VHF
channels for the digital transmission of television signals.”).
22
2017 National Audience Reach Order on Reconsideration, 32 FCC Rcd. at 3390–91 ¶1.
23
Id. at 3395 ¶ 14; see also 2016 National Ownership Amendment, 31 FCC Rcd. at 10226 ¶ 28 (“The record is
absolutely clear: UHF stations are no longer technically inferior in any way to VHF stations.”); id. at 10247
(Comm’r Pai, dissenting) (“To be sure, the technical basis for the UHF discount no longer exists.”); id. at 10251
(Comm’r O’Rielly, dissenting) (“It is clear that UHF television stations are no longer less desirable or less
technology-capable than VHF stations.”).
24
2017 National Ownership NPRM at ¶ 5; see also Revised Comments of the Attorneys General of the States of
Illinois, California, Iowa, Maine, Massachusetts, Pennsylvania, Rhode Island, and Virginia, In the Matter of
Amendment of Section 73.3555(e) of the Commission’s Rules, National Television Multiple Ownership Rule, MB
Dkt. No. 17-318 (filed Feb. 27, 2018) (arguing that the UHF Discount should be eliminated).
25
See Petition for Review, Free Press v. FCC, No. 17-1129 (D.C. Cir. filed May 12, 2017).
7
has recognized is technically archaic and that is currently under both judicial and administrative
review.26
IV. THE PROPOSED MERGER WOULD NOT SERVE THE PUBLIC

INTEREST AND SHOULD BE REJECTED.
In addition to exceeding the national audience reach cap, the proposed entity would not
promote the three traditional “public interest” goals contemplated by the Communications Act.
For one, the proposed merger would not promote competition. By setting the Cap at 35% in 1996
and at 39% in 2004, Congress has repeatedly affirmed the need to prevent broadcast television
companies from reaching a majority of the television-viewing public.27 But the proposed merger
would ignore this restriction and enable the new entity to reach 58.77% of television households.
Nor would the proposed merger promote diversity. Allowing this type of consolidation
decreases the opportunities for minority and female ownership of local television broadcast
stations, opportunities that this Commission specifically seeks to encourage.28 Moreover, the
new Sinclair-led entity would not promote viewpoint diversity, as evidenced by the “must run”
scripts that Sinclair periodically requires its local news stations to read.29 Indeed, as recently as
26
At least one media outlet has reported that the Commission is planning to vote on whether to modify the existing
Cap and UHF Discount in the near future. See Bloomberg, “FCC Plans Rule Change Before Court Can Upend
Sinclair Bid, Sources Say,” June 13, 2018, available at: https://www.bloomberg.com/news/articles/2018-06-13/fcc-
said-to-plan-rule-change-before-court-can-upend-sinclair-bid. The petitioners strongly urge the Commission to
refrain from such action. The vote is allegedly scheduled to occur on July 12, 2018—the same day that reply
comments are due with regard to petitions to deny the proposed merger. Such scheduling, should it occur, would
improperly deny the petitioners and other interested parties the opportunity to comment on the propriety of the
proposed merger based on a revised Cap and/or UHF Discount.
27
Cf. 149 Cong. Rec. H12838 (daily ed. Dec. 8, 2003) (statement of Rep. William Tauzin) (noting that the 2004
Amendments “will forbid the FCC from raising or lowering the 39 percent limit as market conditions continue to
change”); 150 Cong. Rec. S148 (daily ed. Jan. 22, 2004) (statement of Sen. Diane Feinstein, quoting a letter from
Sen. Robert Byrd) (observing that the 2004 Amendments turned “the one year limitation on the FCC media
ownership rule … into a permanent cap at 39 percent”).
28
See Remarks of FCC Chairman Ajit Pai at MMTC’s 9th Annual Broadband and Social Justice Summit (Feb. 6,
2018), available at https://docs.fcc.gov/public/attachments/DOC-349033A1.pdf.
29
See, e.g., Washington Post, “How the Nation’s Largest Owner of TV Stations Helped Donald Trump’s
Campaign,” Dec. 22, 2016, available at: https://www.washingtonpost.com/lifestyle/style/how-that-nations-largest-
8
March of this year, Sinclair distributed a “must-run” script to multiple stations that contained
politically charged sentiments about the increased “sharing of biased and false news” and the
purported tendency of “some members of the media [to] use their platforms to push their own
personal bias and agenda to control ‘exactly what people think.’”30
Such actions also display a lack of commitment to localism, as the must-run scripts
typically are identical in all markets, and are devoid of any reference to a specific news story or
media member whatsoever, much less stories or individuals linked to the media markets where
the script was aired. In short, the new entity would reduce, rather than enhance, opportunities for
broadcast television stations to air programming that reflects local preferences, interests, and
sensitivities.
The proposed merger of Sinclair and Tribune would allow the new entity to reach a
substantial majority of the television viewing public in the United States. Such extraordinary
access would violate the congressionally-mandated national audience reach cap, while failing to
promote the traditional public interest goals of competition, diversity, and localism. The
petitioners strongly urge the Commission to reject this unprecedented consolidation.
V. THE PROPOSED MERGER DOES NOT INCLUDE

SATISFACTORY DIVESTITURES IN LOCAL MARKETS AND
VIOLATES THE COMMISSION’S TOP-FOUR PROHIBITION IN
THE ST. LOUIS, MO MARKET.
While the April Amendment to June Exhibit identifies 20 local stations that the
Applicants indicate they plan to divest, the details of the divestitures are in many cases
owner-of-tv-stations-helped-donald-trumps-campaign/2016/12/22/02924864-c7af-11e6-8bee-
54e800ef2a63_story.html.
30
Seattle Post-Intelligencer, “KOMO Attacks “Biased and False News” in Sinclair-Written Promos,” Apr. 3, 2018,
available at: https://www.seattlepi.com/seattlenews/article/KOMO-fake-news-Sinclair-promos-12792032.php.
9
unknown.31 For example, in Sacramento and San Diego, California, and Tacoma, Washington
the purchasers are “to be determined,” presenting uncertainty about the terms of the divestiture
and when a divestiture would occur. Questions include whether there will be joint sales
agreements (“JSAs”), shared services agreements (“SSAs”), or other options or agreements that
effectively give control of resources, programming, advertising and other revenues to the new
largest owner of local stations. And in one specific market, St. Louis, Missouri, the proposed
divestiture plan does not satisfy the Commission’s local television multiple ownership rules.
A. The Local Television Multiple Ownership Rule Furthers the Public Interest in
Diversity, Localism, and Competition and Any Waiver Must Also Further These
Goals.
The Commission’s local television multiple ownership rule permits an entity to “own,
operate, or control two television stations licensed in the same Designated Market Area (DMA)
… if … at the time the application to acquire or construct the station(s) is filed, at least one of the
stations is not ranked among the top four stations in the DMA, based on the most recent all-day
(9 a.m.-midnight) audience share.”32 This rule—known as the Top-Four Prohibition (also
referred to as the Duopoly Rule)—encourages localism, diversity, and competition in local media
markets. A 2017 modification of the rule permits an applicant to request a waiver of the Top-
Four Prohibition on a case-by-case basis.33
The local television multiple ownership rule is intended to promote the public interests of
diversity, localism, and competition. In 2017, the Commission affirmed the Top-Four
Prohibition limitation on multiple television station ownership, with a modification to allow
stations to seek a waiver of the previously bright-line rule prohibiting common ownership of two
31
April Amendment to June Exhibit at Ex. I.
32
47 C.F.R. § 73.3555(b)(1).
33
Id. § 73.3555(b)(2).
10
top-four ranked stations in the same market.34 The new rule provides that the Top-Four
Prohibition “shall not apply in cases where, at the request of the applicant, the Commission
makes a finding that permitting an entity to directly or indirectly own, operate, or control two
television stations licensed in the same DMA would serve the public interest, convenience and
necessity. The Commission will consider showings that the Top-Four Prohibition should not
apply due to specific circumstances in a local market or with respect to a specific transaction on
a case-by-case basis.”35 Pursuant to this provision, the Commission will analyze, on a case-by-
case basis, whether “application of the [Top-Four] prohibition may be unwarranted given certain
factors affecting a particular market or a particular transaction.”36 The Commission concluded
that these modifications reflected an “assessment of both the current video marketplace and the
continued importance of broadcast television stations in their local markets.”37
The Commission did not set clear guidelines for when it would conclude that “application
of the Top-Four Prohibition is not in the public interest because the reduction in competition is
minimal and is outweighed by public interest.”38 It recognized, however, several types of
information that a waiver-seeker could provide to make their case: (1) ratings share data, (2)
revenue share data, (3) market characteristics, (4) effects on programming, and (5) any other
circumstances.39 As the Commission stated, this information must be used to show that the
waiver is in the public interest: “In the end, applicants must demonstrate that the benefits of the
34
Order on Reconsideration, In the Matter of 2014 Quadrennial Regulatory Review – Review of the Commission’s
Broadcast Ownership Rules and Other Rules Adopted Pursuant to Section 202 of The Telecommunications Act of
1996, MB Dkt. No. 17-156, 32 FCC Rcd. 9802, 9831–33, ¶¶ 66, 71 (Nov. 16, 2017) (hereinafter “2017 Quadrennial
Review Reconsideration Order”).
35
47 C.F.R. § 73.3555(b)(2).
36
2017 Quadrennial Review Reconsideration Order, 32 FCC Rcd. at 9831 ¶ 66.
37
Id. at 9832 ¶ 69.
38
Id. at 9838–39 ¶ 82.
39
Id.
11
proposed transaction would outweigh the harms, and we will undertake a careful review of such
showings in light of the record with respect to each such application.”40
In assessing a waiver request, the Commission should look at each of these data points to
determine whether granting the waiver would promote “ownership diversity generally by
limiting common ownership of broadcast television stations.”41 The Commission has stated that
the use of waiver should “promote robust competition in local markets while also facilitating
transactions, in appropriate circumstances, that will allow broadcast stations to achieve
economies of scale and better serve their local viewers.”42 The waiver should not be based
solely on the convenience of the applicants or on the inability to find an adequate buyer to divest.
Thus any request for a waiver that does not preserve competition and serve the needs of local
viewers should be rejected.

Prohibition for the St. Louis, Missouri Market
The Applicants’ Amendment to the June Comprehensive Exhibit and May Divestiture
Amendment establish that the proposed merger would violate the Top-Four Prohibition for the
St. Louis media market.43 Most importantly, Sinclair has not demonstrated how it will divest the
necessary stations, precluding the Commission from determining whether the transaction
complies with the Top-Four Prohibition. For those reasons, the Commission should deny the
merger application.
40
Id.
41
Id. at 9839–40 ¶ 84.
42
Id. at 9837–38 ¶ 81.
43
The St. Louis, MO media market includes several counties in Illinois, east of the Mississippi River.
12
Despite its assertion that a Top-Four showing is not legally required in the St. Louis
media market,44 the Applicants’ amended plan will result in a newly merged entity that violates
the Top-Four Prohibition. Sinclair currently owns KDNL-TV, an ABC affiliate which Sinclair
alleges was the fifth-highest rated station at the time the initial application was filed.45 Tribune
currently owns two stations in the St. Louis market: KTVI(TV), a Fox affiliate that Sinclair
alleges is the third-highest rated station, and KPLR-TV, a CW affiliate that Sinclair alleges is the
fourth-highest rated station.46 Sinclair acknowledges that KDNL-TV (5th) and KPLR-TV (4th)
frequently fluctuate between the fourth and fifth spots in the market.47
Because the proposed combination would result in a newly merged entity with licenses
for the third, fourth, and fifth-rated stations in this market—a clear violation of the Top-Four
Prohibition—divestitures are required, but the Applicants have not made sufficient commitments
to do so. In their Amendment to June Comprehensive Exhibit, Applicants represented that they
had entered into a purchase agreement to sell Tribune’s KPLR-TV (4th) to Meredith Corporation
and simultaneously filed a divestiture application with the Commission.48 Meredith Corporation
currently owns KMOV in St. Louis, which is the highest rated station in the St. Louis market.
Weeks later, on May 14, 2018, Sinclair withdrew the application to divest KPRL-TV (4th) to
Meredith,49 and the next day filed its May Divestiture Amendment.50 In that divesture
application, Sinclair states:
44
45
Id. at 12.
46
Id.
47
Id. at 13.
48
Id.
49
Dkt. No. 17-179, n.2 (May 21, 2018).
13
In order to comply with the Duopoly Rule in the St. Louis DMA, the parties will
be required to divest either KDNL-TV or KPLR-TV in the St. Louis market (the
Station to be divested, the “Divestiture Station”). Because the parties will not
know which of these Stations will be divested until the Department of Justice,
Antitrust Division, approves a proposed buyer for KPLR-TV or, if no buyer is
approved for KPLR-TV, a proposed buyer for KDNL-TV, the parties are filing
applications seeking consent to assign or transfer each of the Stations to the Trust
pending completion of such review. Accordingly, once Applicants know which
Station will be divested, Applicants will, prior to grant (i) amend the
Divestiture Trust Applications to specify which Station will be placed in the
Trust, and (ii) withdraw the Divesture Trust Application for the Station that
will not be divested.”51 (emphasis added).
This divestiture plan does not commit to a particular divesture that brings it into compliance with
the Top-Four Prohibition. It is impossible to determine whether the ultimate transfer of
ownership will be permissible under the Top-Four Prohibition without a full analysis of the terms
and the effect of the ultimate divestiture and remaining consolidation.
Regardless of which station Applicants ultimately decide to divest, it is unlikely that the
resulting combination—of the third-ranked station with either the fourth- or fifth-ranked
stations—could satisfy the Top-Four Prohibition because of the closeness in rankings of the
fourth- and fifth-ranked stations. The Top-Four Prohibition is intended to prevent “the harm to
competition where a single firm obtains a significantly larger market share through a
combination of two top-four stations.”52 Drawing a distinction between the fourth- or fifth-
ranked stations for purposes of the Top-Four Prohibition will not prevent excessive consolidation
in that market. Applicants’ Amended Application to June Comprehensive Exhibit notes that
“[o]ver the 2014-2017 period, KDNL-TV and KPLR-TV switched places thirteen times based on
50
May Divestiture Amendment, Comprehensive Exhibit at 2.
51
See id.
52
Second Report & Order, 2014 Quadrennial Review – Review of the Commission’s Broadcast Ownership Rules
at ¶ 44 (2016); see also 2017 Quadrennial Review Reconsideration Order 32 FCC Rcd. at 9835-36 ¶¶ 78–79.
14
9 a.m.-midnight monthly data, and seven times based on 3 a.m. – 3 a.m. sweeps data.”53 While
Applicants argue that this closeness indicates that application of “the Top-Four Prohibition may
not be warranted,”54 the contrary is true.
The closeness of these two stations is also evident in audience share revenues, which can
be used as a proxy for more detailed audience share data. The revenue reports show that the
combination of either of the lowest ranked stations, KPLR-TV (4th) or KDNL-TV (5th), with the
currently Sinclair-owned KTVI (3rd), would result in a station with substantially greater
estimated ad revenue and estimated retransmission revenue than the existing first and second
ranked stations (KMOV and KSDK respectively) (see Table 1).55 Consolidation of this
magnitude would harm competition among the top stations and result in a reduction in
independent ownership and a single firm obtaining a significantly larger market share than is
currently the case. If the Applicants retain some control over the all three of these stations, the
new owner would have revenues that exceed the currently first-ranked station by 55%. Such a
consolidation would frustrate the principles underlying the Commission’s rule, and should be
denied.
53
54
Sinclair argues that the closeness between the 4th and 5th ranking stations indicates that “the Top-Four
Prohibition may not be warranted where there is no ‘significant ‘cushion’ of audience share percentage points that
separates the top four stations from the fifth ranked stations’ that would warrant a bright-line between the third and
fourth stations and the rest of the stations in this DMA.” April Amendment to June Comprehensive Exhibit at 14
(quoting the 2017 Quadrennial Review Reconsideration Order 32 FCC Rcd. at 9836 ¶ 79 n. 230).
55
Amendment to June Comprehensive Exhibit, at Exs. F.2 & H.2.
15
TABLE 1 – Station Revenues (In Millions) in the St. Louis Market
Rank Station Ad Retransmission Total Combined Combined

(a) (b) Revenue Revenue 2016 Revenue Revenue Revenue:
2016 (d)* 2016 with Percentage
(c)* (e)** KTVI Larger than
(f)*** KMOV
(g)****
1 KMOV56 $56,300 $15,100 $71,400
2 KSDK $56,000 $18,600 $74,600
3 KTVI $55,500 $14,600 $70,100
4 KPLR-TV $15,000 $2,000 $17,000 $87,100 21%
5 KDNL-TV $15,900 $7,500 $23,400 $93,400 30%
NA KPLR-TV + $40,400 $110,500 55%
KDNL-TV
*Source: Amendment to June Comprehensive Exhibit, Exhibit H.2
**Sum of Columns C+D
***Sum of Column E with KTVI Total Revenue 2016
**** Difference between Combined Revenue with KTVI and KMOV Total Revenue 2016, divided by KMOV Total
Revenue 2016.
The same results occur when using the percentage of total revenue share for 2017 for
each of the top five St. Louis stations (see Table 2).57 This transaction will result in significant
consolidation in the St. Louis market and will not advance competition or diversity. If two of the
top four stations are consolidated, the harms to competition and diversity may be significant. If
the Applicants fail to wholly divest either KPLR-TV or KDNL-TV, the harms would be
magnified, with common control of three of the top five stations generating revenue that would
overwhelm the revenue of the currently number one-ranked station:
56
Applicants characterize KMOV as “the market leader in on-air advertising, with a 27.6% share, followed closely
by TEGNA’s KSDK at 27.4%.” Id. at 15.
57
Id. at Ex. F.2
16
TABLE 2 – Station Revenues (%) in the St. Louis Market:
Rank Station Total Revenue Combined Total Combined

(a) (b) Share 2017 Revenue Share with Revenue:
(c)* KTVI Percentage
(d)** Larger than
KMOV
(e)
1 KMOV 26.4%
2 KSDK 24.9%
3 KTVI 20.2%
4 KPLR-TV 9.2% 29.4% 11%
5 KDNL-TV 17.3% 37.5% 42%
NA KPLR-TV + 26.5% 46.7% 77%
KDNL-TV
*Source: Amendment to June Comprehensive Exhibit, Exhibit F.2
** Sum of Column C with KTVO Revenue Share
*** Difference between Combined Revenue with KTVI and KMOV Total Revenue Share 2017, divided by KTVI
Total Revenue Share 2017.
C. There Is No Basis upon Which to Grant Sinclair a Waiver from the Top-Four
Rule.
Since the proposed transfers present a clear violation of the Top-Four Prohibition,
Sinclair has asked the Commission to conclude that permitting the Applicants to combine either
KPLR-TV(4th) or KDNL-TV(5th) with KTVI (3rd), would “preserve the public interest,
convenience, and necessity” and that “the Top-Four Prohibition should not apply due to specific
circumstances in a local market.”58 In support of its request for a waiver to the Top-Four
Prohibition, Sinclair relied on its then pending sale of KPLR-TV (4th) to Meredith Corporation
to remove the third station from the consolidated entity.59 It is unknown whether a buyer can be
found that will not result in additional consolidation in the St. Louis market.
Notwithstanding the uncertainty associated with its divestiture options and the significant
consolidation that would result if either KPLR (4th) or KDNL (5th) is combined with the third
58
47 C.F.R. § 73.3555(b)(2).
59
17
ranked station, KTVI, Sinclair argues that ratings share data, revenue share data, market
characteristics, and the effects on programming meeting the needs and interest of the community
somehow support a waiver of the Top-Four Prohibition.60 None of the information included
therein justifies granting a waiver from the bright-line Top-Four Rule.
Applicants are incorrect that there is a “lack of countervailing competitive harm” in
granting a waiver because KDNL-TV is not in the top four stations, but rather sometimes is the
fifth ranked station.61 While the fluidity between the fourth and fifth ranked station is
significant, it demonstrates that the St. Louis market is somewhat different from most markets
because there is not a “significant ‘cushion’ of audience share points that separates the top-four
stations … from the fifth-ranked station.”62 Unlike the situation where the stations ranked below
the top four have a significant gap in audience share, which may potentially justify common
ownership to form a better competitor to the top four stations, in the St. Louis market a
combination of two or three of the top five stations would not aid stations with significantly
smaller market shares. Instead, it would simply reduce the number of viable competitors and
reduce the choices available to consumers for programming and news.
In requesting a waiver of the Top Four Prohibition, Applicants are essentially telling the
Commission it should only be concerned with consolidation of the Top 3 stations in the market,
and allow the elimination of the top fifth station. As discussed above, the correct assessment of
the St. Louis market should include the effect that any consolidation among the top five stations
would have on competition, diversity of ownership, and diversity of viewpoints. The
60
Id. at 13–17.
61
Id. at 13.
62
Second Report & Order, 2014 Quadrennial Review—Review of the Commission’s Broadcast Ownership Rules
¶ 43 (Aug. 25, 2016).
18
Commission should closely review of combinations of the top five stations, particularly when
other stations in the market are remarkably smaller and clearly do not present robust competition
to the top five.63
Further, it would be an abuse of discretion to grant a waiver without a clear divestiture
plan that sets forth which station Applicants will divest, what entity will purchase that station (if
any), and what the terms of that divestment will be. The U.S. Department of Justice has not yet
approved a divesture proposal in the St. Louis market.64 The Commission cannot conclude that a
waiver would preserve the public interest if the Applicants cannot demonstrate what the impact
on audience share and revenues will truly be.
There are many ways in which the lack of a divesture plan could conceal the ultimate
impact on a market. For example, if the Applicants divest either station to an entity that already
owns a station in the St. Louis media market, there will be additional consolidation that the
Commission should consider. If either station is sold to an entity with close ties to Sinclair and
continues to operate the station using some combination of JSAs or SSAs, then the impact on
diversity of viewpoint and ownership could be severe. If Sinclair divests either station to an
entity that cannot viably operate it, there will be both additional consolidation and a reduction in
the number of stations available to the public. Applicants’ assertion that the waiver would not
result in “reduced incentives for commonly owned local stations to compete for programming,
advertising, and audience shares” cannot be analyzed without knowing what influence Sinclair
will have over the divestiture of its stations. The Commission cannot reasonably expect to waive
63
Amendment to June Comprehensive Exhibit, at Exs. F.2 & H.2 (reporting revenues for the St. Louis market).
64
Dkt. No. 17-179, n.13 (May 21, 2018).
19
the Top-Four Prohibition without information to fully evaluate the impact on the St. Louis
market and on competition, diversity, and localism of what are today uncertain and unspecified
divestitures.
Applicants’ assertion that transferring common ownership of KTVI (3rd) and KDNL-TV
(5th) to Sinclair will essentially mirror the market effects of the existing common ownership of
KTVI (3rd) and KPLR-TV (4th) by Tribune ignores the reality of Sinclair’s operations. It is
widely known that Sinclair exerts significant influence on the local news programs of the stations
that it owns.65 Permitting Sinclair to obtain influence over two of the top four stations, rather
than one in any given market, while also leaving open the possibility of influence over the soon-
to-be divested mystery station through contractual obligations, increases the likelihood that
Sinclair will be permitted to exert its viewpoint over three of the four top stations in the St. Louis
DMA. This directly contradicts the Commission’s interest in preserving diversity of ownership,
diversity of viewpoints, and diversity of programming.
Sinclair itself acknowledges a likely impact on programming in its amended application:
“The merger of KDNL-TV’s newsroom with the KTVI newsroom would enable Sinclair to
leverage Tribune’s existing news operations and to add news in the DMA.”66 The stations that
remain in Sinclair’s possession after the divestiture are likely to see a further alignment of
viewpoints and news coverage. Applicants’ assertion that “the stations would be able to provide
expanded local, regional, and statewide news and other programming of interest to the St. Louis
DMA”67 ignores Sinclair’s history of using various agreements and must-run programming to
65
See, e.g., supra note 12.
66
67
Id.
20
exert its influence on local news operations, undermining the goals of competition, diversity of
ownership, and diversity of viewpoints.
V. CONCLUSION
The Applicants have not demonstrated that they are in compliance with the
Commission’s national and local ownership regulations. Nor have they demonstrated any public
benefits to allowing this massive merger to go forward. Because of these reasons, the States
request that the Commission deny the Applicants’ request for consent to the merger of Sinclair
and Tribune.
LISA MADIGAN TOM MILLER

Illinois Attorney General Iowa Attorney General
PETER F. KILMARTIN
Rhode Island Attorney General
21
Timothy F. Winter, President
707 Wilshire Blvd., Suite 2075, Los Angeles, CA 90017
Tel: (213) 403-1300 • Fax: (213) 403-1350
Email: twinter@parentstv.org • www.parentstv.org
The nation’s most influential advocacy organization

protecting children against sex, violence and profanity in entertainment
June 19, 2018
BY ELECTRONIC FILING
Marlene H. Dortch
Secretary
445 Twelfth Street, S.W.
Re: Applications of Tribune Media Company and Sinclair Broadcasting Group, Inc. for Consent to Transfer
Control of Licenses and Authorizations, MB Docket No. 17-179
Dear Ms. Dortch:
On behalf of the 1.4 million Americans who have joined the Parents Television Council’s mission to protect
children from graphic sex, violence and profanity in entertainment, the PTC files this formal public comment
asking the FCC to reject the transaction referenced above as not being in the public interest.
For more than 15 years, the PTC has correlated an increase in graphic, explicit, violent and profane television
content with an increase in the consolidation of media ownership. Perhaps even worse, we have
documented an increase in harmful, explicit content being fraudulently rated by conglomerate-owned
distributors as appropriate for children to watch. We have documented instances where local television
stations were forbidden to preempt network programming when the program content violated the stations’
community standards for decency. When local broadcasters are owned by corporate behemoths that are
based hundreds, or even thousands, of miles away, the inevitable result is that local, community standards
aren’t just ignored, they are obliterated.
While we have no reason to believe that Sinclair, specifically, would increase the volume and/or degree of
explicit content at times of the day when children are likely to be watching, the PTC vehemently opposes the
FCC from adopting a regulatory structure that most assuredly will allow other corporate entities to do so.
This review process must not be just about Sinclair; it must contemplate a regulatory structure for any and all
other corporate mergers in the future. The PTC joined the Coalition to Save Local Media precisely because of
this threat to local community standards.
During the regulatory review period for this business transaction, Sinclair has not only failed to assure
Americans that local community standards will be honored and embraced; rather, they have done the latter
– most prominently by the now-renowned parroting-recitation of news anchors on the issue of “fake news.”
Let us be perfectly clear that we abhor the concept of “fake news” every bit as much as any other
conscientious American. In fact we applaud Sinclair for its corporate pledge to reject the production or
dissemination of “fake news.” But the vice-grip-like control over local broadcast outlets’ messaging
demonstrates the very determined corporate control of local voices that we eschew.
It is unfortunate that this merger has been used as a political “football” on today’s hyper-partisan regulatory
playing field. Liberal Americans are outraged at the notion of a conservative-leaning media company
expanding its reach by unheard-of proportions. Conservative Americans rightly and fervently desire a source
of news and information that reflects their values, in contradistinction to the tsunami of opposing political
viewpoints proffered by most mainstream media outlets. But for this review, the FCC must rise above the
partisan noise on both sides, and instead evaluate this transaction purely on its public interest principles and
merits.
It was about a decade-and-a-half ago that the PTC’s founder, conservative commentator Brent Bozell, stood
shoulder-to-shoulder with a remarkably diverse group of public policy advocates to oppose the loosening of
media ownership rules. Surrounded by what may be the strangest of bedfellows in the history of public policy
in Washington – the National Organization for Women and Concerned Women for America; the Salvation
Army and Common Cause; the National Rifle Association and MoveOn.org – Mr. Bozell offered the following
observation: ‘When all these groups are united on the same issue, then one of two things has happened:
either the earth has spun off its axis and we have all lost our minds, or there is universal support for a
concept.’
Ms. Dortch, that concept was of vital importance then, and it is of even greater importance today. This
matter must not be just about Sinclair’s proposed acquisition of Tribune. Rather, this regulatory review must
be about the loss of local, public accountability for the use – or abuse – of the public airwaves. If the FCC
delivers on its promise to weaken existing media ownership restrictions, and be manifested by approving
transactions such as this one; then children and families will become collateral damage as too-big-to-fail
media powerhouses fight to become even stronger.
For these and other considerations, the PTC hereby submits its formal and public opposition to the Sinclair-
Tribune merger.
Sincerely,
Timothy F. Winter
President

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Before the

FEDERAL COMMUNICATIONS COMMISSION

COMMENTS OF THE AMERICAN CIVIL LIBERTIES UNION

June 19, 2018

in history, is anticompetitive to its core, in direct contradiction of the Commission's public

Exposure to a diversity of viewpoints is a cornerstone of the First Amendment. Such

diversity is advanced by a competitive marketplace of ideas, where power is not consolidated in

of smaller broadcasters-especially those in rural, low-income, and nonwhite communities-will

should deny this proposal.

The American Civil Liberties Union is a nationwide, non-profit, nonpartisan 26 U.S.C.

III. Consolidation in the telecommunications industry hanns viewpoint diversity,

expansive, wide-ranging debate offers "protection against the dissemination of noxious

expression of diverse viewpoints. 4

The Court's application of these principles to regulation of media industries has

communication, the free flow of information and ideas." 8

values support reasonable government regulation of broadcast companies. In Columbia

An uninhibited marketplace of ideas is particularly important in the television

The effect of such conglomeration will be a crowding out oflocal ownership of

multiple stations in the same local market.

connection to covering local community issues.

V. The proposed merger would be especially hannful to viewpoint diversity given

extensive evidence of Sinclair's ideological control of local news broadcasters' content.

Iraq, was intended to hurt President Bush. 25

read editorials explicitly supporting the Bush administration's "War on Terror." 26

to report on the purported recruiting of paid protestors at President Trump's 2017

inauguration, a story that was later proven false. 28

Under Sinclair's "Central Casting" initiative, newscasters at Sinclair-owned

television broadcasting stations nationwide are required to read a script which

false news," echoing President Trump's criticism of"fake news." 29

Epshteyn. 30 A veteran broadcaster of the Baltimore Sun calls Epshteyn' s segments

"as close to classic propaganda as anything I have seen in broadcasting television in

the last 30 years." 31

runs against this principle.

It is worth emphasizing that the specific, political ideology Sinclair promotes is

problem, not one specific to its conservative politics. 35

to be affected by Sinclair's actions.

"black Africans" were "murdering each other by the bushel" in Chicago. 40

already racially stratified market.

deny the proposed Sinclair-Tribune merger.

electronically in the docket listed above.

PETITION TO DENY OF CINEMOI, HERNDON-RESTON INDIVISIBLE,

from across the political spectrum,1 Cinemoi, Herndon-Reston Indivisible, International

Cinematographers Guild, Latino Victory Project, National Association of Broadcast Employees

independent programmers, and a loss of localism and viewpoint diversity.

grandfather pending transactions. Moreover, if the Commission decides to rule on the

II. THE COMMISSION SHOULD DENY THE APPLICATIONS

ameliorate those harms or otherwise advance the public interest.

content and cutting local newsroom staff.

A. Applicants’ Proposed Divestitures Are Shams.

transaction by proposing various “divestitures.”8 As commenters pointed out, these proposed

effectively exercise control of these stations.9

Cunningham Broadcasting subsidiaries); File Nos. BALCDT-20180426ABP, BALCDT-20180426ABR, and

standard and decades of Commission precedent.

including the 2016 Nexstar-Media General and 2014 Sinclair-Allbritton transactions.17

B. Applicants’ Duopoly Waiver Requests Further Underscore Why The

requests, if granted, would give Sinclair unprecedented leverage in retransmission consent

consumers and independent programmers.20

less diverse content at higher rates.

Daphna Edwards Ziman Howard M. Weiss

Dave Twedell Cristobal J. Alex

Charlie Braico Jill Canfield

Harold Feld Michael Fletcher

June 20, 2018

The foregoing Petition to Deny of Cinemoi, Herndon-Reston Indivisible, International

Cinematographers Guild, Latino Victory Project, National Association of Broadcast Employees

Executed on June 20, 2018

the foregoing Petition to Deny to be served by electronic mail on the following: