Formally announced on May 8, 2017, the $3.9 billion deal would have resulted in Sinclair owning—or having operational control over—stations available in 72% of all households with a television set in the United States.
Sinclair's prior track record of running public affairs shows and commentary segments in local newscasts among their station group supportive of conservative platforms induced concern over possible imperiled editorial independence among the Tribune stations, with said programming potentially used by Sinclair for favoritism of Republican presidential and congressional candidates in swing states.
The purchase attempt was ultimately terminated by Tribune Media on August 9, 2018, after emerging scrutiny over proposed divestitures by Sinclair, prompting the FCC to put the deal up for review by an administrative law judge and Pai to publicly reject it.
Any deal would have been forged pending FCC review of the UHF discount, a rule enacted by the agency in 1985 with the intent of encouraging ownership of UHF television stations by subtracting their total market coverage by 50% of their overall signal distribution, which had been eliminated in a 3–2 vote led by former FCC chairman Tom Wheeler in September 2016 because of its obsolescence on technological grounds.
Such a deal would complement Sinclair, as it only had an 11% market overlap with Tribune and required minimum divestment of broadcasting assets; additionally, Sinclair would expand its reach within the top-10 markets, which currently consist of two television properties in Washington, D.C.: one television station, ABC affiliate WJLA-TV (channel 7), and its associated 24-hour cable news channel, NewsChannel 8 (now WJLA 24/7 News).
Sinclair CEO Christopher Ripley stated that it would de-emphasize high-end scripted series from WGN America's programming slate (an effort undertaken by Tribune beginning in 2015, following its reformatting of the network from serving as the superstation feed of WGN-TV into a conventional entertainment-based basic cable channel devoid of WGN-TV's news and sports programming); Ripley cited that the network's original programming budget was unjustified based on the channel's ratings (while not among the top 25 highest-rated cable networks, WGN America's viewership had gradually increased since the introduction of original scripted series, posting its highest monthly ratings in March 2017, during which it total viewership averaged 446,000 viewers and viewership among adults ages 25 to 54 totaled at 157,000).
However, Variety reporter Cynthia Littleton noted in a May 8, 2017, article that launching a national news venture would create undue financial risk by adding further debt to that Sinclair had accrued since it began its spate of station purchases with the 2011 acquisition of Four Points Media Group (estimated at $3.268 billion as of March 31, 2017) as well as the debt it would have assumed through the Tribune deal.
Many Tronc-owned newspapers posted disclaimers that they were no longer operated as part of the former Tribune parent company when covering the Sinclair–Tribune merger, including within articles that had originally been written by the Associated Press and Reuters and syndicated to those publications.
The Ion stations have historically had little local staff, infrastructure, or programming, including local news (having terminated news share agreements that allowed them to rebroadcast newscasts from major network affiliates in their respective markets in July 2005 upon the rebranding of the former Pax TV to i: Independent Television, the brand preceded the network's January 2007 relaunch as Ion Television), leading an analyst to consider the plan unfeasible.
[34][35][36][37][38][39] On November 29, 2017, it was reported that Sinclair Broadcast Group – which attempted to convince the Assistant Attorney General of the Department of Justice Antitrust Division, Makan Delrahim, to relax rules pertaining to a broadcast television combination's total advertising share within a media market but was denied in their efforts – was reportedly close to a deal with the U.S. Department of Justice to sell thirteen unspecified television stations (although Sinclair had attempted to gain DOJ permission to divest only ten stations) as a condition of the approval for its $3.9 billion acquisition of Tribune Media.
[40][41][42][43] On December 6, 2017, reports stated that FTS would purchase up to 10 Fox-affiliated stations from Sinclair (all in NFL markets), in order to allow the latter to reduce the acquisition's effects on its reach under national ownership cap limits.
Sinclair intended to enter into local marketing agreements to handle programming and advertising sales for WPIX and WGN-TV, and sell off KSWB outright to an independent third-party licensee.
(A purchase of KTBC would have resulted in an ownership conflict for Sinclair in Austin as the group already owns CBS affiliate KEYE-TV [channel 42], which both fall within the FCC's top-four market viewership restrictions.
(The termination of the sale likely resulted from similar viewership and advertising market conditions in St. Louis that scuttled a 2013 proposal by the Gannett Company, which spun off its broadcasting unit into Tegna, Inc. in June 2015, in which it planned to sell KMOV's license to Tucker Operating Company LLC upon its acquisition of that station from the Belo Corporation and transfer its operations to Gannett under an LMA with NBC affiliate KSDK [channel 5].)
Sinclair disclosed it would instead put KPLR into a divestiture trust administered by Rafamedia LLC (managed by media broker Richard A. Foreman) for sale to an independent third party that would handle operational responsibilities.
)[66][67] These issues – along with the company's past history of producing specials critical of Democratic presidential candidates John Kerry (in 2004) and Barack Obama (planned for 2008, only to be scuttled amid pressure from interest groups that included those who opposed the Tribune purchase) – raised concerns that Sinclair would have the potential of persuading voters to support Republican presidential candidates in key swing states, creating a disadvantage over their Democratic Party competitors.
Some of the Tribune markets where Sinclair would have entered through the deal have predominate voter support of Democratic candidates in national and local elections, with the exception of some outlying areas in some of the affected cities that tend to lean conservative.
On June 1, 2017, the District of Columbia Court of Appeals issued a seven-day administrative stay to the UHF discount rulemaking, in order to allow review of an emergency stay motion filed by The Institute for Public Representation (a coalition of public interest groups comprising Free Press, the United Church of Christ, Media Mobilizing Project, the Prometheus Radio Project, the National Hispanic Media Coalition and Common Cause) on May 15.
The coalition argued that the UHF discount was no longer logical from a technical standpoint (as stations that transmit on the UHF band have typically maintained better digital signal quality than those transmitting on VHF, a reversal of the technical issues with both bands during the analog era) and would trigger a wave of mergers and acquisitions in the broadcast television industry that would further reduce diversity in station ownership, with particular disadvantages to the abilities of females and ethnic minorities to acquire local broadcast media.
[76][77][78] FCC chairman Ajit Pai's relaxed scrutiny on outsourcing agreements raised concerns by opponents of the deal – most notably by then-House Minority Leader Nancy Pelosi and House Committee on Energy and Commerce ranking member Frank Pallone in a letter they co-authored in advance of the FCC's vote on April 20, 2017, which reinstated the UHF discount – that Sinclair could choose to retain the conflict stations through its partner companies, potentially eliminating an independent news voice in those markets.
[79] On October 24, 2017, the FCC Commissioner's Board, in a 3–1 vote passed by the board's conservative majority, eliminated a rule (dating to 1934) that required broadcast station groups to maintain a physical presence in the community of their primary local coverage areas, a move that would help media companies further consolidate their operations and potentially assist Sinclair Broadcast Group's media ambitions.
Such a rule also sparked concerns by some interest groups that it would allow Sinclair to outsource news production and personnel to out-of-market stations that would be acquired through the Tribune purchase.
The FCC, under Pai, undertook a number of actions that the legislators believe would benefit Sinclair – which has lobbied for such changes for several years – including rolling back certain broadcast television station ownership limitations (including allowing exceptions to duopoly rules that forbid common ownership of two television stations in the same market if both are among the four highest-rated or if such a combination would dilute independent media voices, reinstating a 1985 discount quota on UHF stations repealed two years earlier by Wheeler and his Democratic-led majority, a requirement dating to the FCC's inception for broadcast outlets to maintain office operations within the community of their primary local coverage areas, and removing ownership attribution rules applying to joint sales and shared services agreements).
The article reported that Trump adviser and son-in-law Jared Kushner had arranged an agreement with Sinclair to have reporters from the group's stations interview Trump with the provision that they do not challenge any inaccurate statements, and that Sinclair representatives had met with Pai prior to his expected promotion to agency chief to replace colleague and former FCC Commissioner Tom Wheeler to discuss his deregulatory policies and had given Pai a list of deregulatory actions that they wanted Pai and his soon-to-be conservative FCC majority to enact (including many of the regulations, such as the UHF discount reinstatement and ownership relaxations, that the FCC approved under his leadership).
[90][91][92][93][94][95][96] U.S. President Donald Trump – who employed Sinclair commentator Boris Epshteyn as a foreign policy adviser for his 2016 presidential campaign – spoke in favor of the Sinclair-Tribune deal on July 25, calling the FCC's move to refer the deal to an administrative law judge "so sad and unfair" and "disgraceful" and stating the Sinclair-Tribune merger could provide a "conservative voice for and of the people" over the Comcast's acquisition of NBCUniversal in 2011.