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  1. #1

    Default Tribune Terminates Sinclair Merger

    This has local significance since channels 2 and 31 are owned by Tribune. The way the deal was structured, Sinclair was going to sell off KDVR to Fox and keep KWGN. Now the whole deal has been cancelled.

    https://www.wsj.com/articles/tribune...oup-1533810907

  2. #2

    Default Sinclair-Tribune Deal Dead, And Tribune's Suing Sinclair

    From All Access:

    The SINCLAIR BROADCAST GROUP-TRIBUNE MEDIA COMPANY deal is dead with the contractual deadline to close the deal arriving and TRIBUNE exercising its right to terminate the merger agreement. TRIBUNE announced early TODAY (8/9) that it is suing SINCLAIR for breach of contract to recover losses incurred because of the aborted deal, which hit a wall when the FCC designated it for a hearing, a sign that the Commission would not approve the transaction.

    TRIBUNE's announcement said that SINCLAIR had "committed to use its reasonable best efforts to obtain regulatory approval as promptly as possible, including agreeing in advance to divest stations in certain markets as necessary or advisable for regulatory approval. Instead, in an effort to maintain control over stations it was obligated to sell, Sinclair engaged in unnecessarily aggressive and protracted negotiations with the DEPARTMENT OF JUSTICE and the FEDERAL COMMUNICATIONS COMMISSION over regulatory requirements, refused to sell stations in the markets as required to obtain approval, and proposed aggressive divestment structures and related-party sales that were either rejected outright or posed a high risk of rejection and delay -- all in derogation of SINCLAIR's contractual obligations.... SINCLAIR's entire course of conduct has been in blatant violation of the Merger Agreement and, but for SINCLAIR's actions, the transaction could have closed long ago."

    "In light of the FCC's unanimous decision, referring the issue of SINCLAIR's conduct for a hearing before an administrative law judge, our merger cannot be completed within an acceptable timeframe, if ever," said TRIBUNE CEO PETER KERN. "This uncertainty and delay would be detrimental to our company and our shareholders. Accordingly, we have exercised our right to terminate the Merger Agreement, and, by way of our lawsuit, intend to hold SINCLAIR accountable."

    Tribune Revenues Up For Second Quarter

    KERN continued, "Notwithstanding our disappointment regarding the outcome of the transaction, we are extremely pleased with our second quarter results, which were very strong. Consolidated Adjusted EBITDA grew 69% versus the prior year period and 84% for the first half of the year. While net core advertising revenues declined 6% and were under pressure broadly, we were able to drive consolidated revenue growth of 6% when excluding the impact of barter revenues, with solid growth in retransmission and carriage fees revenues and political advertising revenue. In addition, our disciplined focus on cost management drove programming expenses down 29% and Corporate and Other cash expenses, excluding transaction costs, down 19% over the prior year period."

    TRIBUNE contemporaneously reported second quarter revenues rising 4% to $489.4 million, with consolidated operating profit up from $12.7 million to $98.1 million, although Entertainment Division revenues were flat and net core advertising revenues (excluding political and digital) fell 6%. Retransmission (up 12%) and carriage fee (up 28%) revenues offset the weakness in Entertainment revenues. Revenues for the company's sole radio property, News-Talk WGN-A/CHICAGO, are not broken out in TRIBUNE revenue releases.

    TRIBUNE's Board of Directors has also declared a quarterly cash dividend of $0.25 per share to be paid on SEPTEMBER 4th to shareholders of record as of AUGUST 20th.


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