Any broadcast transaction is eligible to be hit with a dreaded petition to deny, and usually that fact is taken as a given. But in the case of the Tribune/Local TV deal and the Gannett/Belo deal, the FCC is publicizing the petition option and the associated deadlines.
The Tribune-Local deal also involves Dreamcatcher Broadcasting, and has television/newspaper cross-ownership implications. The FCC described certain elements, writing, “The Parties are seeking the Commission’s consent to implement the Securities Purchase Agreement, as Amended, between Oak Hill Capital Partners II, L.P. (“Oak Hill”), as the Seller Representative, Local TV, Tribune, and the Tribune Company. In two markets, because of the Commission’s cross-ownership Rule,1 the newly merged company would not be allowed to hold both the TV station licenses that are currently held by Local TV and the local daily newspapers that are currently owned by Tribune. In those markets, the parties propose to transfer the TV licenses to Dreamcatcher pursuant to an Asset Purchase Agreement between Tribune, Dreamcatcher, and Oak Hill. Tribune also proposes to enter into a combination of agreements with Dreamcatcher that will include an Option Contract and a Shared Services Agreement regarding the stations that Dreamcatcher would acquire. Finally, Tribune seeks a continuing failing station waiver in Eureka Springs, Arkansas and a continuing satellite television waiver in Ft. Collins, Colorado.”
The transaction was placed on public notice 7/19/13, triggering a petition to deny due date of 8/19/13 and a due date for oppositions to the petitions of 9/4/13, and a further due date of 9/16/13 for replies to the oppositions.
Of the noteworthy portions of the Gannett-Belo deal, the FCC wrote, “The Parties are seeking the Commission’s consent to effectuate the Gannett Co., Inc. and Belo Corp. Merger Agreement and other contemporaneous agreements. In some markets, pursuant to the Commission’s Ownership Rule, section 73.3555, the newly merged entity will not be allowed to hold the full power television station licenses held separately by Belo Corp. and its subsidiaries and Gannett Co., Inc. and its subsidiaries. In those markets, the stations will be assigned either to a subsidiary of Sander Media, LLC or to Tucker Operating Co., LLC. Gannett Co., Inc. will hold a combination of agreements with Sander Media, LLC subsidiaries and Tucker Operating Co., LLC, which may include an Option Contract, a Shared Services Agreement, a Joint Sales Agreement, and/or a Transition Services Agreement.”
A group of organizations including United Church of Christ Office of Communications, Inc.; Free Press; National Association of Broadcast Employees and Technicians-Communications Workers of America; The Newspaper Guild-Communications Workers of America Communications Workers of America; and Common Cause have asked that comment on the transaction be handled on a permit-but-disclose basis to allow for ex parte presentations.
The FCC said that two petitions to deny have already been received pertaining to the deal which was filed 6/19/13, and said that opposition to the petitions were due by 8/4/13 and replies by the oppositions by 8/20/13.