Tribune terminates merger agreement with Sinclair, files suit for breach of contract

Sinclair Broadcast agrees to deal to purchase Tribune Media WHNT News 19's parent company

Sinclair Broadcast agrees to deal to purchase Tribune Media WHNT News 19's parent company

As of today, the highly anticipated Sinclair and Tribune TV merger is dead.

"Our merger can not be completed within an acceptable timeframe, if ever", said Tribune CEO Peter Kern in a statement. "This uncertainty and delay would be detrimental to our company and our shareholders. and, by way of our lawsuit, intend to hold Sinclair accountable".

Under the terms of the deal, Tribune and Sinclair had the right to call off the merger without paying a termination fee if it was not completed by August 8.

In the lawsuit filed Thursday in Delaware Chancery Court, Tribune Media alleges Sinclair breached its contractual obligations "in spectacular fashion" in a bid to maintain control of WGN-TV and other stations.

Tribune, based in Chicago, claims Sinclair used "unnecessarily aggressive and protracted negotiations" with the Department of Justice and Federal Communications Commission over regulatory requirements and that it refused to sell the stations it needed to.

It appeared for many months that the Trump Administration and its appointed FFC Chairman Ajit Pai were predisposed to support the proposed Sinclair acquisition, and related TV station divestures, despite opposition arguing that the combination would give Sinclair unprecedented control over the nation's TV outlets. But the FCC had issues with the way Sinclair was approaching these sales and was concerned the company could buy the stations back after the merger was complete.

The FCC recently sent the deal to an administrative law judge for a closer look because of concerns that Sinclair misrepresented facts in its application in order to circumvent the FCC's ownership rules.

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The $3.9 billion acquisition was announced in May after Sinclair won the rights to Tribune Media at auction, which would have given Sinclair ownership or control of television stations in 72 percent of US markets, including majors like New York City, Chicago and Miami.

The merger was opposed by Democratic lawmakers, consumer advocacy groups, small cable companies, and Sinclair competitors.

In an announcement early Thursday morning, Tribune blamed Sinclair for the regulatory roadblocks that the deal has encountered at the Federal Communications Commission (FCC).

"We think that it is likely that another suitor will emerge for Tribune in the near-term", Kenneth Duffel, an analyst with KDP Investment Advisors, said in a note.

Sinclair has defended the decision to have its anchors read from the same script across the country as a way to distinguish its news shows from unreliable stories on social media.

After that, the Justice Department started an investigation about whether talks between advertising teams at TV Station groups violated antitrust laws.

Kern said he would continue to run the company until Tribune reached a "permanent state". "Broadcasters are supposed to serve their local communities".

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