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Sinclair Unveils Tribune Merger Spin-Off Plan

Sinclair will sell WPIX New York and WGN Chicago — as well as KSWB San Diego to smooth the way for its purchase of Tribune's stations, the station group says in a filing. But the stations will remain in the Sinclair orbit. A footnote to the filing says Sinclair "will enter into an option and services agreement(s)" with the buyer or buyers of the stations. In addition, it will spin off one of the two top-four stations it would own post-merger in seven markets — Seattle, St. Louis, Salt Lake City, Oklahoma, Grand Rapids, Richmond and Des Moines.

To win regulatory approval of its acquisition of Tribune Media, Sinclair is planning to spin off two of the biggest stations in the Tribune portfolio — WPIX New York and WGN Chicago — as well as KSWB San Diego, according to Sinclair’s latest FCC filing on the deal.

Those spins are being made to comply with the FCC’s national ownership cap.

According to the filing, Sinclair has buyers for WPIX and WGN, but not San Diego. The filing does not identify the buyers, but it looks as if Sinclair will retain some control over them. A footnote to the filing says Sinclair “will enter into an option and services agreement(s)” with the buyer or buyers of the stations.”

For years, Sinclair has used such “sidecar” deals to circumvent the FCC ownership rules.

One possible buyer for the stations is Armstrong Williams, who owns several Sinclair sidecars through his Howard Stirk Holdings. He declined to comment when contacted by TVNewsCheck.

And to comply with the FCC local ownership limits, Sinclair will spin off one of the two top-four stations it would own in seven markets — Seattle, St. Louis, Salt Lake City, Oklahoma, Grand Rapids, Richmond, Va., and Des Moines, Iowa, the filing says.

BRAND CONNECTIONS

Some of these stations may to Fox, which has been negotiating to acquire Fox affiliates from Sinclair-Tribune, according to multiple sources.

That Sinclair is going ahead with the local spinoffs in the seven markets suggests that it failed to persuade the Justice Department to relax its antitrust guidelines to permit Sinclair to own two major stations in those markets.

However, the filing says, Sinclair will make a case at the FCC for keeping two top four stations in Greensboro-High Point, N.C.; Harrisburg, Pa.; and Indianapolis. That suggests that Justice has given its blessing for duopolies in Greensboro and Harrisburg. Indianapolis was never an issue for Justice.

If the FCC requires Sinclair to spin off one of the two top four stations in Greensboro — either Sinclair’s ABC affiliate (WXLV) or Tribune’s Fox affiliate (WGHP) in Greensboro — it will hang onto Sinclair’s MNT affiliate (WMYV) there. If allowed to keep the ABC-Fox combo, it will sell the MNT affiliate.

The filing says that it will place in a “divestiture trust” all the stations in Greensboro, Harrisburg and Indianapolis so that it can close the Tribune deal before final rulings from the FCC on the three markets. It will sell or keep stations in the markets in accordance with the FCC rulings.

Under new rules adopted earlier this year, the FCC will consider permitting common ownership of two top-four stations — typically two Big Four network affiliated stations — in the same market if a strong case can be made for it.


Comments (31)

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Brian Bussey says:

February 21, 2018 at 4:12 pm

there is no such thing as a “strong case ” for keeping them. “strong case” is defined as LAY OFFS

Ricardo Celis says:

February 21, 2018 at 4:53 pm

who is the buyer in NY and CH? but not San Diego? A studio who can’t get shows on the air? That would be SONY or Warner Bros.? If Nexstar is the buyer, why pass on SD?

    Angie McClimon says:

    February 22, 2018 at 3:41 pm

    It sounds like Sinclair would sell them but quickly put an SSA in place so they still have control. Hubbard has radio properties in Chicago, so they could make a run at the WGN group. They’d be a better choice than Nexstar or Gray but wouldn’t agree to an SSA with Sinclair. They run the stations they own.

Ricardo Celis says:

February 21, 2018 at 4:53 pm

CBS already owns two in NY….counting WLNY…..maybe the buy PIX and sell LNY?
But why not SD?

Cheryl Thorne says:

February 21, 2018 at 6:26 pm

If Nexstar is the buyer god help those people

Sean Smith says:

February 21, 2018 at 6:35 pm

The sale of those two stations alone will top a billion dollars. We’re talking at least 600 million for WPIX and probably just as much for WGN and WGN America. Nexstar cannot afford that kind of debt, not even for one of those stations

Lidia McCall says:

February 21, 2018 at 6:40 pm

Wonder which station they will sell in Oklahoma City, KFOR or KOKH…hhhmmm???

Dan Levitt says:

February 21, 2018 at 7:03 pm

Cox isn’t stupid enough to own anymore than the handful of stations it has now, they “Own” Tribune as it is siphoning Any and Every Ad sale it can get out of them Without worrying about the Overhead and Headaches of owning diminishing viewership of TV Stations. IF the deal doesn’t go through Tribune will soon file BANKRUPTCY after the Dismal 4Q and Yearly report it issues in 2 weeks. Anybody in NYC knows PIX11 is the Pits, has been and always will be, no chance of every turning it around – especially in today’s environment. The rest of the Tribune stations may Bring Sinclair down into Bankruptcy by the end of the year IF the deal does go through, Tribune is just the worst run company in the History of Television – just look at it’s 10 year track-record. They Bought the LOCAL TV Stations right out of bankruptcy and the company just continued to sink, Sinclair is repeating history. I see another Hedge Fund type operation buying WPIX, WGN etc. just as Oak Hill Partners created their own Station Group by Buying the NY Times Stations and then the News Corp stations to form LOCAL TV., only a Hedge Fund could love a risk like PIX and WGN. I wouldn’t be surprised if you see Sinclair go bankrupt by years end and The Banks Taking it over, screwing the shareholders and starting out all over again just like they did with Tribune. There’s a lot of money to be made with severely declining Assets like TV Groups today. Sinclair will not keep it’s head above water – which may give the DOJ just the right reason to kill the deal.

    Erik Stone says:

    February 22, 2018 at 9:32 am

    clearly you dont know the real value in these station assets. …. the spectrum!

    Dan Levitt says:

    February 22, 2018 at 9:23 pm

    uh, actually I do., better than anyone here – because I’m the only one who noticed -Ed Wilson who i mentioned got 3 stations from Tribune for $27 Million, even if 1 station was worth $17 million and the other 2 $5 million – he just got $21 Million for a station that – at the very most – cost him $17 Million. So put that in your pipe and smoke it wiJerk. also – tv stations weren’t created because of Spectrum values over 80 years ago. the value is always in your content. so that “REAL” value you talk about is pure stupidity, if you don’t have content people want – you go out of biz. that’s why Tribune is in constant financial distress they don’t have products people want to watch. so put that in your pipe and toke it.

    Dan Levitt says:

    February 22, 2018 at 9:48 pm

    Tribune sold it’s Spectrum and they came up shorter than they hoped AND they are still SELLING OUT, Spectrum is a one-shot deal, you don’t rely on it every quarter – shows YOU know nothing about the Biz, now go back to the bar – newsoldie is wondering where you are

Dan Levitt says:

February 21, 2018 at 7:07 pm

OH! and Pai not going to the CES in January because of Death Threats? Ha, now we know it was obviously him shying away from Public Appearance Venues like that because he is Under Investigation. Death Threats, HA!

Cheryl Thorne says:

February 21, 2018 at 7:42 pm

mrfixit..I believe you are right n the money. Broadcasting Margins are going south .It’s not the great business it was 10 -20 years ago…

John Livingston says:

February 21, 2018 at 7:49 pm

Glad that WXMI Fox17 will be sold as I don’t see Sinclair selling WWMT. Here’s who I believe will buy Fox17 Meredith , Fox O&O, Gray, Scripps etc. I was surprise that Sinclair is selling WGN, WPIX I thought they would have kept those stations, surprise that they can keep both Indy stations thought they would have had to sell Fox59 or CBS station which Sinclair owned when it was The WB and sold it to Tribune in the early 2000’s. Seattle Fox is buying as they have wanted Seattle for years surprise they didn’t sell Denver back to Fox or Cleveland.

    John Livingston says:

    February 21, 2018 at 11:15 pm

    Looks like that WGN & WPIX are going to be sidecar to Cunningham from B&C article that is who they believe since they haven’t said who the buyer is.

Cheryl Thorne says:

February 22, 2018 at 6:58 am

WXMI would be perfect for Gray..An innocuous market where they can destroy another station and no one cares!!

    John Livingston says:

    February 22, 2018 at 11:33 pm

    I have heard that Gray runs their stations pretty good from media messages broads/forums.

Shenee Howard says:

February 22, 2018 at 8:53 am

You can wipe out any large broadcaster like Cox, Hearst, Scripps or Tegna buying any of these since they would never agree with Sinclair basically operating the stations. The sale of WPIX and WGN is a sham to get AROUND the caps, not to comply. Without any other statoins in these markets, Sinclair cannot make a case that this would be for efficiency. It is for one reason, their desire to control the airwaves of local TV. Hopefully the FCC sees through this and rejects it, but then that would mean all that money they gave Pai goes to waste. The FCC and we, the people, should demand the sales of these stations are clean sales, no sidecars resulting in Sinclair still controlling the three stations.

    Angie McClimon says:

    February 22, 2018 at 3:43 pm

    The FCC won’t reject it. Sinclair has Pai in their corner. He’ll force it through.

    John Livingston says:

    February 22, 2018 at 11:30 pm

    Pai didn’t get paid by Sinclair or favor them that is a flat out lie without facts or proof.

    Dan Levitt says:

    February 23, 2018 at 9:35 am

    these FCC characters don ‘t get Paid Up Front, they leave the agency after the merger is complete – wait a single year – then get hired by the Merged station at $1 Million a year. obviously they don’t take money up front.

Kim Bradley says:

February 22, 2018 at 9:30 am

Too much sarcasm and discouragement, no optimism. Let’s wait and see where it all goes in a year.

Dan Levitt says:

February 22, 2018 at 9:35 am

Doubt that FCC will okay any sidecar agreements anytime soon – now that Pai is under investigation. IG needs to revisit former Tribune CRO Ed Wilson and statements he made in the Watchdogs “Shell Company” allegation of Wilson’s Dreamcatcher stations just to see why SSA Agreement promises don’t last or hold water.

Patrick Burns says:

February 22, 2018 at 10:26 am

You know Sinclair is hurting in certain mkts where they sell a CW station valentines week pkg of 90 spots for $ 1,500. ROS 18 hrs. This info straight from my client who passed on this for higher frequency & some merchandising help !!

The sell out low inventory price gouging days are starting to collapse.

Erik Stone says:

February 22, 2018 at 10:29 am

They are also aware and follow the money, great company in growing there digital

Snead Hearn says:

February 22, 2018 at 11:44 am

The comments about Sinclair wanting to control the airwaves of local TV seem like a comment out of a “spy novel”. I have negotiated with Sinclair many times during my career with the buying and selling of properties and it has always been about the money and efficiencies and never about control of the airwaves of local TV. Making money for shareholders and corporate is the name of the game for Sinclair. However this deal has a lot of moving parts and it should be interesting when we see the other players.

Sean Smith says:

February 22, 2018 at 11:48 am

Boy, you guys are having a typing hissy fit. It’s amusing to see your confusion about “what Sinclair is gonna do,” “why Sinclair is selling WGN and WPIX,” “I thought they’d keep those,” “who’s going to buy them?” From what I am seeing from you guys, you know absolutely NOTHING neither about how the TV business goes, nor Sinclair’s strategy. What Sinclair is doing, is rather obvious…..a 5-year-old child could figure it out on the playground. But it’s amusing to see you all sitting up nights, trying to look at all the angles, trying to figure out all of the intricacies of, first of all, Sinclair itself…. and second of all, Sinclair-Tribune. I haven’t seen this much gossip since FOX acquired New World a generation ago and started flipping old established ABC, CBS and NBC stations to FOX, and when Ted Turner turned penny stocks into the fortune called CNN, TBS, , TNT, TCM. The last time you guys began clucking like old setting hens at the approach of the biggest rooster in the yard, was when Nexstar bought up all the Media General stations. BTW, wizerk… do you mean “growing THEIR digital?” Everybody, go back and spellcheck.. sometimes your posts are difficult to follow. Please keep the comments coming, but spellcheck. LMAO.

    Ricardo Celis says:

    February 22, 2018 at 4:12 pm

    Hey news oldie….you just spent 250 words telling us we are stupid….then offered nothing of substance to prove what a genius you are. so…..talk to me like I’m a 5 year old…enlighten me with your brilliance about what is going to happen.

    Bill Vernon says:

    February 22, 2018 at 4:49 pm

    That’s 250 words I wish I never read.

Ricardo Celis says:

February 22, 2018 at 5:08 pm

I think he’s a big bag of wind. He has nothing to offer.

Teri Green says:

February 22, 2018 at 11:16 pm

CBS in Chicago would kill for WGN if only to use it’s UHF frequency. The could swap WGN’s channel 19 for it’s dismal channel 12. Of course that won’t happen but it would be nice to get CBS reliably, even with their UHF translater it’s hard to receive in the city.