By John M. Pelkey, Garvey Schubert Barer
It began with a nagging uneasiness. The negotiation for the purchase agreement had gone fairly smoothly; a few bumps in the road, but nothing to indicate that both the buyer and the seller were not equally committed to seeing the sale of the station go through. The process of obtaining FCC consent was uneventful. The application was straightforward and did not require any requests for waivers or lengthy exhibits setting forth the buyer’s ownership structure. The Commission staff had no questions. The application was granted within two weeks of its coming off public notice and the seller fully expected that the closing would occur no later than 10 days after the FCC staff’s grant of the application became final, as was required by the purchase agreement. Then, however, the transaction started to slowly veer off course. Although the seller’s attorney dutifully sent drafts of the closing documents to the buyer’s counsel shortly after the FCC staff granted the assignment application, the buyer’s counsel did not provide any comments on those closing documents until nearly two weeks had elapsed.