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Nexstar Rumored to have a discussion for a merger with Tribune

Looks like Nexstar is going to buy WXIN/WTTV combo and selling the TV Stations they already own Wish TV/WNDY be interesting if the DOJ will let Nexstar own 2 Top 4 stations in Indy. But I don't think that WTTV could be a stand-alone TV station since they are at the hip with WXIN, the only way I could see it being a stand-alone TV station would be if CBS wanted an O&O an Indy would be Colts only but they aren't interested in buying WTTV.
 
https://www.broadcastingcable.com/news/nexstar-tribune-to-fcc-cap-should-be-at-least-78

Here is another take in the Tribune/Nexstar talks

Most of a dozen broadcast groups, including Nexstar and Tribune, have told the FCC, in a Hippocratic Oath approach to deregulation, to first do no harm to the current "status quo" audience reach cap of 78%.

Actually, the cap is still 39% for VHFs. But since UHF is the stronger, more valuable, signal in the digital age, and an owner can, if it had only UHF stations, reach up to 78% of the national audience given the 50% UHF discount, making it a straight 78% across the board is the least the FCC should do, they argue. The most would be to eliminate the cap, but they focus on what they say is the least it should do.

That came in a filing Monday (March 11) by ION, Univision, Trinity, Nexstar, Tribune, Word of God Fellowship (Daystar Television), Northwest Broadcasting, Ramar Communications, Meruelo Media, Ellis Communications, and Entravision.
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So Tribune shareholders have approved Nexstar's offer. Great! Now, which stations will be spun off to Apollo/Cox?

G
 
https://www.bloomberg.com/news/arti...bow-out-of-contention-for-nexstar-tv-stations

An Update on the Nexstar/Tribune talks

Rupert Murdoch’s Fox has decided not to bid for a group of television stations being sold by Nexstar Media Group Inc., according to a person familiar with the situation.


The company, which will be spun out of a separate deal with Walt Disney Co. next week, is focusing instead on getting better terms on the deals it has with affiliate stations, said the person, who asked not to be identified because the deliberations are private. Unlike other bidders, Fox owns the rights to popular programming like NFL games, giving the company clout in negotiations with station owners.
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Fox is reportedly out of the running for divested Nexstar stations.
 
https://www.knoxnews.com/story/news...e-tv-in-knoxville-then-apologizes/3362397002/

Update on the Nexstar/Tribune talks

Dismiss, deny and reject. That was Nexstar and Tribune's advice to the FCC related to the various parties that petitioned the FCC to block their merger as not in the public interest.

They were responding to petitions to deny filed by Common Cause, Public Knowledge, United Church of Christ, Sports Fans Coalition, Frontier Communications, and Dish, and concerns raised by NCTA—The Internet & Television Association and the American Television Alliance, both of which said that without various conditions the deal should be denied.

In their response to the petitions and those other critics, the broadcasters said those parties allege remote, speculative, conjectural, or hypothetical risks of conduct the company "might" engage in.
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https://variety.com/2019/biz/news/nexstar-sued-black-owned-tv-company-1203179793/

Update on Nexstar talks

A black-owned TV company sued Nexstar Media Group on Wednesday, accusing the company of sabotaging its efforts to operate independently.

Marshall Broadcasting Group owns three Fox affiliates in Odessa, Texas; Shreveport, La.; and Davenport, Iowa. The company, owned by Pluria Marshall Jr., bought the stations from Nexstar in 2014, as Nexstar was looking to divest in order to win FCC approval for a series of acquisitions.

According to the suit, Nexstar aimed to sell to Marshall, knowing that the FCC would look favorably upon a sale to a minority-owned company. Nexstar went so far as to guarantee the financing to complete the transaction. But the suit alleges that since the deal, Nexstar has sabotaged Marshall’s effort to run the stations.

The suit claims that Nexstar intends to torpedo the value of the stations and then reacquire them, with the hope that “in the current political climate Nexstar will face significantly less regulatory push-back than it did in late 2014.”
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Here is another Talk on Nexstar

https://www.broadcastingcable.com/news/nexstar-selling-stations-in-indianapolis-for-42-5m

As part of its plan to get its proposed acquisition of Tribune Media Co. approved, Nexstar announced that it was selling two stations in Indianapolis for $42.5 million to Circle City Broadcasting.


Circle City Broadcasting is a newly formed company formed by DuJuan McCoy, which would owned WISH-TV, the CW affiliate in Indianapolis and WNDY-TV, which is a MyNetworkTV affiliate.

Nexstar announced an agreement to buy Tribune for $4.1. Billion on Dec. 3. Nexstar needed to sell some stations to get under national ownership caps and some other stations to meet local ownership regulations.
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https://www.broadcastingcable.com/n...eview-of-nexstar-tribune-tv-station-spin-offs

Update on the Nexstar/Tribune talks

The FCC's Media Bureau has accepted for filing the TV station spin-offs that Nexstar said gets its merger with Tribune--just barely--under the 39% national audience reach cap.

With that info in hand, the FCC's Media Bureau has set the comment dates for what is the now-consolidated application for transferring stations from Tribune to Nexstar, which combines the original application and the info on just what stations are being spun off, and to whom. Petitions to deny are due May 27; oppositions to those petitions are due June 11; replies are due June 18.

"Because this proceeding involves multiple transactions in multiple markets, and requires coordinated timing to effectuate divestures of certain stations that are necessary for approval of the overall transaction, we find that consolidated processing of the Divestiture Applications, and their incorporation into this docket, will result in administrative efficiency and ensure a comprehensive record in this proceeding," the Media Bureau said.

As part of the deal, Nexstar and Tribune officially told the FCC this week, in 10 markets where the deal would combine two of the top four stations, one of those will be sold to either Scripps (Justice has already signed off on those from an antitrust review perspective) or Tegna (Justice has yet to complete its antitrust review). In an eleventh market, Indianapolis, the merged company is asking to be allowed to retain Tribune's existing pair of top four stations.
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https://www.reuters.com/article/us-...200-million-settlement-over-lbo-idUSKCN1TD2GH

Former Tribune leaders settlement and their handling of Tribune in 2007.

(Reuters) - Real estate billionaire Sam Zell and other former officers and directors of Tribune Co have reached a $200 million settlement resolving allegations of fraudulent transactions related to the media company’s disastrous 2007 leveraged buyout.

FILE PHOTO: Sam Zell, founder and chairman at Equity Group Investments, speaks during the SALT conference in Las Vegas, Nevada, U.S. May 17, 2017. REUTERS/Richard Brian
Marc Kirschner, a litigation trustee representing Tribune creditors, filed the proposed settlement on May 31 with the U.S. bankruptcy court in Wilmington, Delaware. The accord requires court approval, and a hearing is scheduled for July 11.

Roughly 50 defendants, including former Chief Executive Dennis FitzSimons, agreed to the settlement, without admitting liability or wrongdoing.

Lawyers for Zell and FitzSimons did not immediately respond on Wednesday to requests for comment.

Zell took Tribune private in an $8.2 billion buyout in December 2007 that saddled the Chicago-based owner of the Chicago Tribune, Los Angeles Times, Baltimore Sun and WGN superstation with too much debt.
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https://www.dallasnews.com/business...eholders-reject-ceos-pay-second-straight-year

The Nexstar Board has rejected Perry Sook's pay raise. This is while the Tribune/Nexstar Talks are waiting for FCC and DOJ approval. IE Nexstar in talks to take over KTLA Los Angeles, KTXL Sacramento and KSWB San Diego.

For the second straight year, shareholders have rejected a multimillion-dollar pay package for the CEO of an Irving company that’s now the largest owner of local television stations in the nation.

At issue was $41.4 million in future stock awards to Nexstar Media Group CEO and chairman Perry A. Sook under a four-year contract extension he signed in January.

Those awards are “relatively large” and warranted a negative vote from shareholders, according to a report from the Institutional Shareholder Service Global Research. ISS is a leading shareholder vote advisory firm.



“If [shareholders] vote against it, they’ve got serious reservations,” said Ken Bertsch, executive director of the Council of Institutional Investors, a nonprofit that promotes the interests of institutional investors.

Shareholder rejection of executive pay is rare. Just over 2% of pay proposals have failed this year through June 6, according to a report from Semler Bossy, an executive compensation consulting group.
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https://www.marketwatch.com/story/fcc-probes-sinclair-over-tribune-media-bid-2019-06-26

Here is an update on Tribune. Now the FCC will investigate Sinclair talks again when it was doing the Tribune talks

The Federal Communications Commission is investigating whether Sinclair Broadcast Group Inc. misled the government agency during its unsuccessful attempt to buy Tribune Media Co. last year.

In a June 25 letter to Sinclair viewed by The Wall Street Journal, the FCC said it is investigating whether the nation's biggest owner of local television stations "engaged in misrepresentation and/or lack of candor" with the agency when it was seeking approval for the $3.9 billion deal.

The FCC's concerns about the deal last spring led Tribune to pull the plug on the agreement.

Nexstar Media Group Inc. then stepped in last December and bought Tribune in a deal valued at $4.1 billion that is still pending FCC approval.

If the FCC determines that Sinclair did deceive the agency, it can order a hearing on the matter. An FCC hearing could lead to significant fines or even the possible loss of broadcast licenses, although such extreme actions are infrequent.
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https://www.dallasnews.com/business...oadcast-group-accuses-tv-giant-misleading-fcc


Here is the other one on Nexstar

A minority-owned broadcasting group is accusing an Irving TV station operator of using it to mislead federal regulators and deliberately undermining its operations in Texas, Louisiana and Iowa.

Marshall Broadcasting Group Inc. made the allegations against Nexstar Broadcasting Inc. in a complaint filed last week with the Federal Communications Commission. The dispute stems from Nexstar’s 2014 sale of three stations, including KPEJ-TV in Odessa, to MBG for $58 million.

Nexstar sold the stations to curry favor with the commission but failed to deliver on its promises to MBG, according to the complaint. It said Nexstar interfered in MBG’s ability to operate independently of what is now the nation’s largest largest distributor of local TV news.
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https://www.cleveland.com/entertain...el-8-ownership-is-imminent-but-uncertain.html

As Mentioned in other places WJW 8 has other things at play such as how Nexstar will handle the stations they took over from Tribune. WJW is one of them. But the persistent rumor that Fox (The Murdoch Owned Company) will get KCPQ, WJW and KDVR for NFL Broadcast reasons.

CLEVELAND, Ohio — The question of who will end up owning Cleveland Fox affiliate WJW Channel 8 should be settled soon, but “soon” could mean a couple of days, weeks or months. The key is how fast government regulatory agencies will move on necessary approvals, and that is never easy to predict.

Channel 8 is one of 42 Tribune Media stations that the Nexstar Media Group is purchasing in a deal valued at $6.4 billion. If approved by the Department of Justice and the Federal Communications Commission, the acquisition announced in early December will make the Texas-based Nexstar the country’s largest owner of TV stations.

Tribune has owned Channel 8 since 2013. Nexstar, which gradually has built a media empire by purchasing small groups of stations, offered $4.1 billion in cash to buy the Chicago-based Tribune Media Group stations. The $6.4 billion figure includes the assumption of Tribune Media debt.

The deal will bring Nexstar’s total to 216 stations in 118 markets, reaching 39 percent of U.S. television households. It will leapfrog ahead of the Maryland-based Sinclair Broadcast Group, which tried and failed to win government approval for buying the Tribune stations. It also will give Nexstar stations in eight of the nation’s top 10 TV markets, including New York, Los Angeles and Chicago.
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https://tvnewscheck.com/article/top-news/237422/doj-requires-nexstar-tribune-spinoffs-in-13-markets/

Update the DOJ has issued that Nexstar is required to divest in 13 markets.

“Without the required divestitures, Nexstar’s merger with Tribune threatens significant competitive harm to cable and satellite TV subscribers and small businesses,” said Assistant Attorney General Makan Delrahim of the Justice Department’s Antitrust Division. “I am pleased, however, that we have been able to reach a resolution of the division’s concerns, thanks in part to the parties’ commitment to engage in good faith settlement talks from the outset of our investigation.”

According to the complaint, without the divestitures the merger would eliminate head-to-head competition between Nexstar and Tribune in the thirteen local markets in which the divestitures are being required. These markets are centered in Davenport, Iowa; Des Moines, Iowa; Ft. Smith, Ark.; Grand Rapids, Mich.; Harrisburg, Pa.; Hartford, Conn.; Huntsville, Ala.; Indianapolis; Memphis; Norfolk, Va.; Richmond, Va.; Salt Lake City; and Wilkes-Barre, Pa.

Justice said that as a result of the merger, the combined company “would likely charge cable and satellite companies higher retransmission fees to carry the combined company’s broadcast stations, resulting in higher monthly cable and satellite bills for millions of Americans.
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Just needs to be approved by the FCC and it's a done deal although Tribune is just in name only now even know Scripps & TEGNA are still tied to Tribune for the TV stations they are buying along with Nexstar as well.
 
https://www.broadcastingcable.com/news/fcc-still-weighing-nexstar-tribune

While the Justice Department signed off on the deal last month with TV station spin-offs in 13 markets, the FCC has yet to complete its public interest review of the merger.

While justice only deals with antitrust, the FCC looks at both competition and what the public interest benefits of allowing the merger would be, since broadcasters are licensed to serve that interest.

Currently, the deal is on day 192 of the FCC's informal 180-day shot clock. An FCC spokesperson had no comment on the timing of the FCC's decision.

That 180-day shot clock not an official deadline, and the FCC has occasionally gone far past it, as it did in the Nexstar-Media General merger, when it took 329 days to sign off. But in its most recent quarterly statement, Nexstar signaled to investors it was still expecting it to close in the third quarter, which would give the FCC 'til the end of next month to make that happen.
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An Update on the Nexstar/Tribune talks under FCC review.
 
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