Soon after the FCC made clear last month it was not going to approve Sinclair’s merger with Tribune, Tribune hit Sinclair with a $1 billion-plus suit, alleging that Sinclair had effectively breached their agreement and killed the deal by dragging out the approval process at the Justice Department and grossly mishandling the process at the FCC.
Today, Sinclair struck back, countering that it was Tribune that breached the agreement by failing to make “reasonable best efforts” to obtain regulatory approval as it was obliged to do and, near the end, positioning “itself for litigation against Sinclair.”
The Tribune suit and countersuit were in filed the Delaware Court of Chancery.
The 182-page countersuit includes 141 responses to specific allegations made by Tribune and 11 “affirmative defenses.”
It asks the court to dismiss Tribune’s complaint, order Tribune to pay its legal and professional fees and grant “further relief as this court deems just and proper.”
“We were extremely disappointed that the Tribune transaction was terminated,” said Sinclair CEO Chris Ripley in a statement
We are likewise disappointed that Tribune, through its meritless lawsuit, is seeking to capitalize on an unfavorable and unexpected reaction from the [FCC] to capture a windfall for Tribune.
“As described in our filing, we fully complied with our obligations under the merger agreement and worked tirelessly to close the transaction. The company looks forward to vigorously defending against Tribune’s claims and pursuing our own claim.”
Under terms of the agreement, the Sinclair countersuit says, Tribune and Sinclair were both required to make their “reasonable best efforts” to bring the deal to fruition.
“But the Merger Agreement did not make Sinclair a guarantor of the outcome of the regulatory process. Nor did the Merger Agreement preclude Sinclair from attempting to bargain with the regulators in an effort to negotiate the best terms available.”
“Notwithstanding Tribune’s self-serving and after-the-fact attempts to distance itself from Sinclair and its own efforts to obtain approval of the transaction, Tribune and Sinclair in fact were full partners in the DOJ approval process (albeit with a few disagreements along the way), which ultimately was on the verge of success, and full partners in the FCC approval process (with no meaningful disagreements along the way), which unfortunately was not successful.”