SEVERE WX : Freeze Warning View Alerts
STREAMING NOW: Watch Now

Tribune calls off $3.9 billion Sinclair media deal

The Sinclair Broadcast Group acquisition of Tribune Media is dead.Tribune said in a statement Thursda...

Posted: Aug 9, 2018 8:32 PM
Updated: Aug 9, 2018 8:32 PM

The Sinclair Broadcast Group acquisition of Tribune Media is dead.

Tribune said in a statement Thursday that it has terminated its merger agreement with Sinclair, scuttling a $3.9 billion deal that would have given the broadcasting group an even broader reach into American living rooms. It's also suing Sinclair for breach of contract.

The breakup of the deal is a stinging defeat for Sinclair, owner of dozens of local television stations. Sinclair has been scrutinized for its ties to the Trump administration.

Tribune had been expected to walk away after the deal came under scrutiny from US regulators. The FCC in July referred the merger to an administrative judge hearing, often a death knell for these types of deals. The commissioners called into question whether some of Sinclair's proposed divestments were a "sham" because they were being sold to people so closely aligned with Sinclair and in agreements that would still allow Sinclair to operate the stations.

Wednesday was the first day Tribune was allowed to pull out of the deal, per the merger agreement. That's when Tribune board voted to walk away.

Not only is it pulling out of the deal, but Tribune is suing Sinclair, arguing Sinclair's negotiations with the US Justice Department and FCC were "unnecessarily aggressive." Sinclair also refused to sell certain stations that would have helped the deal secure regulatory approval, Tribune claimed in a news release.

"Our merger cannot be completed within an acceptable timeframe, if ever," Tribune CEO Peter Kern said in a statement.

The lawsuit, filed in Delaware Chancery Court on Thursday morning, uses similarly tough language regarding Sinclair and seeks damages "including but not limited to approximately $1 billion of lost premium to Tribune's stockholders and additional damages in an amount to be proven at trial."

Sinclair "repeatedly and willfully breached its contractual obligations in spectacular fashion," the lawsuit alleges, saying that government regulators laid out a "clear path" that Sinclair ignored.

"In an effort to maintain control over stations it was obligated to sell if advisable to obtain regulatory clearance, Sinclair engaged in belligerent and unnecessarily protracted negations with DOJ and the FCC over regulator requirements... all in the service of Sinclair's self-interest and in derogation of its contractual obligations," the suit alleges.

Tribune said in the lawsuit that the merger agreement included a clause that when seeking to divest stations, Sinclair would sell in a manner that would avoid "even the threat" of any regulatory review.

But Sinclair, the lawsuit alleges, went so far as to invite legal action from the Justice Department, which was also reviewing the deal, going "so far as to threaten to file its own lawsuit against DOJ." The lawsuit also alleges that Sinclair was "confrontational with and belittling of DOJ staff" including DOJ antitrust chief Makan Delrahim.

In a statement issued Thursday afternoon, Sinclair CEO Chris Ripley said the company was "disappointed" that the acquisition failed.

"We unequivocally stand by our position that we did not mislead the FCC with respect to the transaction or act in any way other than with complete candor and transparency," Ripley said. "As Tribune, however commented, in their belief, the FCC's recent designation of the deal for a hearing in front of an Administrative Law Judge would have resulted in a potentially long and burdensome process and, therefore, pursuing the transaction was not in the best interest of their company and shareholders."

"As for Tribune's lawsuit, we fully complied with our obligations under the merger agreement and tirelessly worked to close this transaction. The lawsuit described in Tribune's public filings today is entirely without merit, and we intend to defend against it vigorously," Ripley said.

Tribune employees were notified that the deal was off in a lengthy early-morning memo from Kern that blasted Sinclair and said Tribune had done "everything it was supposed to do."

Kern acknowledged that there would be "speculation" about who might buy Tribune, but urged employees to "shake off the cobwebs of deal distraction, ignore the outside noise, and continue delivering on our commitment to each other, to our customers, to our partners and to the communities we serve."

Analysts expect Tribune to seek another buyer. A high ranking source inside Sinclair suggested to CNN one of those buyers could be Rupert Murdoch's Fox. Disney will buy most of 21st Century Fox, but Murdoch will still control Fox's broadcast, sports and news networks.

-- CNN's Brian Stelter contributed to this report

Lafayette
Cloudy
45° wxIcon
Hi: 68° Lo: 43°
Feels Like: 40°
Kokomo
Cloudy
41° wxIcon
Hi: 65° Lo: 41°
Feels Like: 34°
Rensselaer
Cloudy
37° wxIcon
Hi: 60° Lo: 38°
Feels Like: 34°
Lafayette
Cloudy
45° wxIcon
Hi: 63° Lo: 40°
Feels Like: 40°
Danville
Cloudy
41° wxIcon
Hi: 66° Lo: 42°
Feels Like: 36°
Frankfort
Mostly Cloudy
41° wxIcon
Hi: 66° Lo: 39°
Feels Like: 35°
Frankfort
Cloudy
41° wxIcon
Hi: 66° Lo: 40°
Feels Like: 35°
Monticello
Cloudy
40° wxIcon
Hi: 66° Lo: 41°
Feels Like: 35°
Monticello
Cloudy
40° wxIcon
Hi: 66° Lo: 41°
Feels Like: 35°
Logansport
Cloudy
37° wxIcon
Hi: 63° Lo: 39°
Feels Like: 34°
Brief Snow & Freezing Ahead....
WLFI Radar
WLFI Temps
WLFI Planner

Indiana Coronavirus Cases

Data is updated nightly.

Cases: 708067

Reported Deaths: 13224
CountyCasesDeaths
Marion964881721
Lake51704945
Allen39185672
Hamilton34497405
St. Joseph34075540
Elkhart27306432
Vanderburgh22077394
Tippecanoe21818212
Porter17940299
Johnson17526374
Hendricks16803310
Clark12688190
Madison12350337
Vigo12211244
Monroe11462166
LaPorte11140204
Delaware10356184
Howard9662211
Kosciusko9127114
Hancock7979139
Bartholomew7888155
Warrick7684155
Floyd7560176
Wayne6899198
Grant6842171
Boone6552100
Morgan6395138
Dubois6084117
Marshall5783108
Dearborn570076
Cass5684102
Henry5577100
Noble542483
Jackson493269
Shelby479095
Lawrence4342118
Gibson428789
Harrison428170
Clinton419053
Montgomery417986
DeKalb410984
Whitley379639
Huntington379480
Miami372565
Knox366389
Steuben365257
Putnam352660
Jasper350546
Wabash347778
Adams337952
Ripley334668
Jefferson313180
White308354
Daviess289299
Wells286381
Decatur278992
Fayette277162
Greene270685
Posey268833
Scott261153
Clay253444
LaGrange253070
Randolph235680
Washington230931
Spencer227931
Jennings224747
Fountain208745
Sullivan207842
Starke204352
Owen192256
Fulton191739
Jay186129
Carroll185820
Perry180336
Orange177853
Rush170724
Vermillion166043
Franklin165635
Tipton160943
Parke144616
Blackford133831
Pike130334
Pulaski113645
Newton103934
Brown100140
Crawford97614
Benton97113
Martin82815
Warren79615
Switzerland7698
Union69910
Ohio55811
Unassigned0409

COVID-19 Important links and resources

As the spread of COVID-19, or as it's more commonly known as the coronavirus continues, this page will serve as your one-stop for the resources you need to stay informed and to keep you and your family safe. CLICK HERE

Closings related to the prevention of the COVID-19 can be found on our Closings page.

Community Events