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New Young Broadcasting Holding Company; Media General Communications

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Released: November 8, 2013

Federal Communications Commission

DA 13-2140

Before the

Federal Communications Commission

Washington, D.C. 20554

In the Matter of
)
)

J. Stewart Bryan III and Media General
)
MB Docket No. 13-191
Communications Holdings, LLC
)
(Transferor)
)
File Nos. BTCCDT-20130703ABQ et al.
)
Shareholders of New Young Broadcasting
)
Holding Company, Inc., and Its Subsidiaries
)
(Transferor)
)
)

and
)
)

Post-Merger Shareholders of Media General, Inc.
)
(Transferee)
)
)

For Consent to Transfer Control of Licenses

MEMORANDUM OPINION AND ORDER

Adopted: November 7, 2013

Released: November 8, 2013

By Chief, Video Division, Media Bureau

I.

INTRODUCTION

1.
The Federal Communications Commission (“Commission”), by the Chief, Video
Division, Media Bureau, pursuant to delegated authority, has before it applications seeking consent to the
transfer of control of the broadcast television operations of the licensee subsidiaries of New Young
Broadcasting Holding Co., Inc. (“Young”) and Media General Communications Holdings, LLC (“Media
General”)(collectively “the Applicants”) to a new post-merger entity, which in the applications has been
referred to as Post-Merger Shareholders of Media General, Inc. (hereinafter “Post-Merger Media
General”).1 For the reasons set forth below, we grant the applications seeking consent to the transfer of
control, as listed in the attached Appendix. We further grant the requested “satellite exemptions,”
pursuant to Note 5 of Section 73.3555 of the local television ownership rule2 and “failing” station waiver,
pursuant to Note 7 of Section 73.3555 of the local television ownership rule.3 We deny the Informal
Objections filed by Spartan-TV, LLC (“Spartan”) and Dish Network, LLC (“Dish”).


1 Applications for Consent to Transfer Control of New Young Broadcasting Holding Co., Inc. (Transferor) and
Media General Communications Holdings, LLC (Transferor) to Post-Merger Shareholders of Media General, Inc.
(Transferee)
, File Nos. BTCCDT-20130703ABQ et al. (July 5, 2013, as amended) (collectively “Young-Media
General Merger Applications
”).
2 47 C.F.R. §73.3555(b).
3 Id.

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DA 13-2140

II.

BACKGROUND

2.
Post-Merger Media General will consist of 32 full-power television stations and 17 low-
power television stations,4 as well as various land mobile and earth station licenses.5 Pursuant to the
merger agreement, the parties will consummate the transaction through a series of mergers, each to be
effectuated at a single closing. Newly created subsidiaries of Media General will merge with and into the
present Young. As the surviving corporation, Young will then merge into a new limited liability
company, Media General Broadcasting, LLC, which will then be the surviving company, of which Post-
Merger Media General will be the sole shareholder. The present shareholders of both Media General and
Young will surrender their ownership interest in their respective companies in exchange for shares in the
Post-Merger Media General. The corporate ownership structure of Young subsidiaries will not be altered
by the transaction.6
3.
Current equity holders of Media General will own approximately 31.7% of Post-Merger
Media General. Current equity holders of Young will hold a 68.3% interest in Post-Merger Media
General.
No single entity or individual will control a majority of the shares or voting rights of Post-
Merger Media General, which will remain a publicly traded company.7 The Post-Merger Media General
Board (the “Board”) will be comprised of 14 members, including nine current Media General directors
and five current Young directors. Through the 2014 annual shareholder’s meeting significant corporate
action will require 10 Board member votes. At the 2014 annual shareholder’s meeting the Board’s size
will be reduced to 11 members, which will be comprised of five current Media General directors, five
Young Directors and one additional nominee.8
4.
Post-Merger Media General will not hold an interest in any radio station, daily newspaper
of general circulation or television broadcast station, with the exception of the interests in current Young
and Media General television broadcast stations. On February 4, 2008, as part of the Commission’s 2007
Ownership Order
, the Commission granted permanent newspaper/broadcast cross-ownership (“NBCO”)
waivers to four Media General stations,9 three of which Media General still owns and which are included
in the instant transaction: WBTW(TV), Florence, South Carolina; WRBL(TV), Columbus Georgia; and
WJHL-TV, Johnson City, Tennessee.10 In 2012, Berkshire Hathaway, Inc. (“Berkshire Hathaway”) made
financial investments in Media General, including the purchase of the Media General newspapers that


4 Young currently holds 14 full-power televisions stations and three low-power television stations. Media General
currently holds 18 full-power television stations and 14 low-power television stations. See infra Appendix A.
5 See Young-Media General Merger Applications, Comprehensive Exhibit (Attachment 6) at 4-5, fns. 5 and 6.
(“Comprehensive Exhibit”). These licenses will be acted on separately.
6 Comprehensive Exhibit at 3.
7 Comprehensive Exhibit at 2. Current Young equity holders are comprised of non-attributable shareholders;
Standard General Fund, L.P., and Standard General Communications LLC. Both, Standard General Fund, L.P., and
Standard General Communications, LLC, are 100% controlled by Mr. Soohyung Kim through various intervening
entities. Non-attributable former Young shareholders will have a 38.6% interest in Post-Merger Media General and
Soohyung Kim will maintain a 29.7% interest through Standard General Fund, L.P., and Standard General
Communications LLC. Young-Media General Merger Applications, Revised Chart (Attachment 1).
8 Comprehensive Exhibit at 3-4.
9 2006 Quadrennial Regulatory Review, Report and Order and Order on Reconsideration, 23 FCC Rcd 2010, 2055-
56, ¶ 77 (2008) (“2007 Ownership Order”).
10Media General no longer owns Station WMBB-TV, Panama City, Florida, which was assigned to Hoak Media of
Panama City License, LLC, on June 3, 2008. See Application for Consent to Assignment, File No. BALCT-
20080327ACW.
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DA 13-2140

were granted permanent NBCO waivers. 11 According to Media General, the NBCO issues remained
following the Berkshire Hathaway transaction, although the overlapping interest was “greatly
diminished.”12 As a result of the instant transaction, Applicants state that Berkshire Hathaway will no
longer hold an attributable interest in the Post-Merger Media General and the NBCO waivers held by
Media General will no longer be required.13
5.
The Applicants have requested a continuation of two separate “satellite exemptions”
under Note 5, Section 73.3555 of the Commission’s local television ownership rules: the first for
WCDC-TV, Adams Massachusetts, which is a satellite of WTEN(TV) Albany, New York;14 and the
second for KDLO-TV, Florence, South Dakota and KPLO-TV Reliance South Dakota, both satellites of
KELO-TV, Sioux Falls, South Dakota.15 The applicants have also requested a “failing” station waiver
pursuant to Note 7 of Section 73.3555 to permit continued ownership of WYCW(TV), Asheville, North
Carolina, which is co-owned with WSPA-TV, Spartanburg, South Carolina.16
6.
On August 8, 2013, Spartan filed an Informal Objection opposing the application for
transfer of control of WLNS-TV, Lansing, Michigan,17 alleging WLNS-TV (the broker station) and
WLAJ(TV), Lansing, Michigan (the brokered station) have violated the Commission’s rules governing
shared service agreements (“SSA”) and joint advertising agreements (“JSA”).18
Spartan filed a
supplement to the Informal Objection on August 9, 2013, to include an Affidavit attesting to the facts
contained therein.19 Young filed an Opposition to the Informal Objection on August 19, 2013.20 Spartan
filed a Reply on August 26, 2013.21
7.
Spartan is the licensee of WHTV(TV), Jackson, Michigan, a MyNetwork affiliate in the
Lansing Designated Market Area (“DMA”).22 Spartan objects to the manner in which the JSA and SSA
between WLNS-TV and WLAJ(TV) has been implemented. Spartan alleges that the relationship between
WLNS-TV and WLAJ(TV) has amounted to de facto control of WLAJ(TV) by Young and violates
Commission rules and precedent.23 Spartan opposes the transfer of control of WLNS-TV from Young to


11 See Letter from John Feore, Jr. to Marlene H. Dortch, Secretary, FCC, File No. BRCT-20050401BYS, et al.
(Sept. 5, 2012) (“Berkshire Hathaway Letter”).
12 Id.
13 Comprehensive Exhibit at 15.
14 See Applications for Transfer of Control, File Nos. BTCCDT-20130703AED and BTCCDT-20130703AEE.
15 See Applications for Transfer of Control, File Nos. BTCCDT-20130703AES, BTCCDT-20130703AET and
BTCCDT-20130703AEU.
16 See Applications for Transfer of Control, File Nos. BTCCDT-20130703ACF and BTCCDT-20130703ACH.
17 See Application for Transfer of Control, File No. BTCCDT-201320703ADG.
18 Informal Objection by Spartan-TV, LLC, MB Docket No. 13-191 (filed Aug. 8, 2013) (“Spartan Objection”).
19 Supplement to the Informal Objection of Spartan, LLC, MB Docket No. 13-191 (filed Aug. 9, 2013).
20 Opposition to Informal Objection by Young Broadcasting, MB Docket No. 131-191 (filed Aug. 19, 2013) (“Young
Opposition
”).
21 Reply to Opposition by Spartan-TV, MB Docket No. 13-191 (filed Aug. 16, 2013) (“Spartan Reply”).
22 Spartan also has entered into a JSA/SSA arrangement with WLNS-TV. Spartan Objection at 2.
23 We note that contrary to Spartan’s claims, the Commission has not adopted formal rules governing attribution as it
relates to SSAs. As part of the 2010 Quadrennial Regulatory Review, the Commission sought comment on how
SSAs and other similar agreements should be treated under the Commission’s rules and what attribution standards
should apply, if any. 2010 Quadrennial Regulatory Review—Review of the Commission’s Broadcast Ownership
(continued....)
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DA 13-2140

Post-Merger Media General absent affirmation by Young and WLAJ(TV) as to their compliance with
Commission rules and precedent governing SSAs and JSAs. In particular, the Informal Objection alleges
there is insufficient economic and operational independence between WLNS-TV and WLAJ(TV).24
While Spartan does not cite violation of any specific Commission rules or precedent, we interpret their
Informal Objection to allege a violation of our main studio rule25 and our rule prohibiting unauthorized
transfers of control.26 Spartan has not objected to the broader transfer of control of Media General and
Young at issue in this proceeding.
8.
From an economic perspective, Spartan notes that WLAJ-TV, LLC, the licensee of
WLAJ(TV), is ultimately controlled by Mr. Sheldon H. Galloway, a retired board member of Young.27
Spartan also claims that Young, as a guarantor, has a “controlling interest” in the debt that WLAJ-TV,
LLC, used to acquire WLAJ(TV).28 According to Spartan the “debt” is being transferred as part of the
proposed merger transaction.29 From an operational perspective, Spartan alleges that upon entering into
the SSA/JSA with WLNS-TV, WLAJ(TV) shutdown its website, redirecting traffic to WLNS-TV’s
website, and canceled its local newscast replacing it with a simulcast of the WLNS-TV newscast.30
Furthermore, Spartan contends that “there does not appear to be an independent management structure in
place for WLAJ, with the two employees assigned to WLAJ appearing to report to WLNS employees.”31
Spartan requests that prior to the grant of WLNS-TV’s transfer application that Young and WLAJ(TV)
make specific certifications, under penalty of perjury, that the SSA/JSA arrangement complies with
relevant Commission rules and precedent.32
9.
Subsequently, Young filed an Opposition arguing that Spartan lacks standing;33 that its
Informal Objection is conclusory and filed without any first-hand knowledge of or support for its


(...continued from previous page)
Rules and Other Rules Adopted Pursuant to Section 202 of the Telecommunications Act of 1996, Notice of Proposed
Rulemaking, 26 FCC Rcd 17489, 17569-70, ¶¶ 204-08 (2011).
24 Comprehensive Exhibit at 3.
25 See 47 C.F.R. § 73.1125. Jones Eastern of the Outer Banks, Inc., Memorandum Opinion and Order, 6 FCC Rcd
3615, 3616, ¶¶ 8-9 (1991), clarified, 7 FCC Rcd 6800, 6801-02, ¶¶ 9-11 (1992)(To qualify as a main studio, the
studio must be staffed by at least one management-level employee and one staff-level employee at all times during
“regular business hours.”).
26 47 C.F.R. § 73.3540; See also 47 U.S.C. § 310(d).
27 Mr. Galloway is the managing member of Shield Media Lansing, LLC, the parent company of WLAJ-TV, LLC,
the licensee of WLAJ(TV). See Ownership Report for Commercial Broadcast Stations, File No. BOS-
20130401ATF.
28 Spartan Objection at 2, note 3. The “controlling interest in debt” referenced by Spartan in its pleadings is in the
form of a loan guarantee.
29 Spartan Reply at 3.
30 Spartan Objection at 2-3.
31 Id. at 2.
32 Spartan requests that Young and WLAJ(TV) certify that (1) There are at minimum two employees reporting to the
licensee; (2) WLAJ(TV) manages its employees and takes an active final role in all programming decisions and
station management; (3) WLAJ(TV) employees do not report to WLNS-TV management and WLNS-TV
management does not take any role in on-air production or branding; (4) WLAJ(TV) makes all programming
decisions at its sole discretion and that there is no “piggy backing” of syndicated programming; (5) WLAJ(TV)
maintains a separate web presence. Spartan Objection at 3-4. Spartan does not reference any specific Commission
precedent or rules that correlate to any of the five certifications.
33 Young Opposition at 3.
4

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DA 13-2140

assertions;34 and that Spartan failed to make the prima facie case that granting the transfer application
would not be in the public interest.35 Young contends that Spartan has ulterior motives for submitting its
Informal Objection, directly related to the JSA/SSA between Spartan and Young stations (WHTV(TV)
and WLNS-TV respectively) that is set to expire on December 31, 2013. Young claims the Informal
Objection is “an obvious attempt by Spartan to abuse the Commission processes to coerce Young into
extending [Spartan’s SSA and JSA] to avoid FCC procedural delay of the Young/Media General
merger.”36 Finally, Young challenges Spartan’s requested “certifications” as irrelevant to the current
proceeding and not accurately representing the current state of Commission law and policy regarding such
agreements.37 Young requests that the Commission dismiss, deny, or disregard without consideration the
Informal Objection for lack of relevance, pursuant to our authority under Section 73.3584(e) of the
Commission’s rules.38
10.
In response, Spartan filed a Reply stating that in its Informal Objection it made a
sufficient prima facie showing by “present[ing] evidence that Young has assumed actual (de facto)
control over WLAJ(TV) in violation of the Commission’s rules governing broadcast ownership and
unauthorized transfers of control.”39 Spartan supplements its allegations with copies of three e-mails sent
from Mr. Robert M. Simone, Vice President and General Manager of WLNS-TV, purportedly to
employees of WLNS-TV and WLAJ(TV).40 Spartan points out that in two of the e-mails Mr. Simone
holds himself out as General Manger of both WLNS-TV and WLAJ(TV) in his e-mail signature block
(emphasis added).41 In the third e-mail, dated eight days after Spartan filed its Informal Objection with
the Commission, Spartan notes that the reference to WLAJ(TV) in Mr. Simone’s signature block had
been removed.42 In its Reply, Spartan also provides a declaration by Ms. Kristine Melser, Station
Manager of WHTV. Ms. Melser claims that WLAJ(TV) was without a Station Manager until August 16,
2013, when Mr. Chuck Toner was purportedly appointed Station Manager of WLAJ(TV).43 Spartan goes
on to reiterate its request for “assurances” that the SSA/JSA between WLNS-TV and WLAJ(TV)
complies with Commission rules and policies and that absent such action the relationship is investigated
and proposed merger held in abeyance.44

11.
On October 25, 2013, Dish filed an Informal Objection opposing the transaction in its
entirety. Dish alleges that as part of ongoing retransmission consent negotiations the Applicants have
engaged in “improper coordination” and conduct that constitutes breach of a broadcaster’s duty to
negotiate in good faith.45 These are restatements of issues raised by Dish as part of the Verified


34 Id. at 5-6.
35 Id. at 4-6. Young contends that “Spartan presents two groups of irrelevancies, both of which relate entirely to the
operation of WLAJ(TV) by WLAJ-TV, LLC (which is not a party to this proceeding).” Id. at 4.
36 Id. at 3.
37 Id. at 6-8. See supra note 23.
38 Id. at 9.
39 Spartan Reply at 2.
40 Id. at Exhibits A, B, and C.
41 Id. at 2.
42 Id.
43 Id. at Declaration of Kristine Melser.
44 Id. at 3-4.
45 Informal Objection of Dish Network, LLC, MB Docket No. 13-191, at 1 (filed Oct. 25, 2013) (“Dish Objection”).
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Retransmission Complaint that has been filed with the Commission.46
Dish also claims that the
Applicants’ actions in the context of ongoing retransmission consent negotiations demonstrate a
“propensity to engage in further anticompetitive behavior that is relevant to the Commission’s public
interest evaluation.”47 Dish requests that we gather information from the Applicants and designate the
transaction for hearing if we determine the merger is actually being used as a means to obtain higher
retransmission consent fees.48
Dish also requests that, at minimum, we condition the merger on
“baseball-style arbitration” and a “standstill provision,”49 as the Commission adopted in NBC-Comcast
transaction.50

III.

DISCUSSION

12.
Section 310(d) of the Communications Act of 1934 (“the Act”) provides that no station
license shall be transferred or assigned until the Commission, upon application, determines that the public
interest, convenience, and necessity will be served thereby. In making this assessment, the Commission
must first determine whether the proposed transaction would comply with the specific provisions of the
Act,51 other applicable statutes, and the Commission’s rules.52 If the transaction would not violate a
statute or rule, the Commission considers whether it could result in public interest harms by substantially
frustrating or impairing the objectives or implementation of the Act or related statutes.53
The
Commission then employs a balancing process, weighing any potential public interest harms of the
proposed transaction against any potential public interest benefits.54 The applicants bear the burden of
proving, by a preponderance of the evidence, that the proposed transaction, on balance, would serve the
public interest.55 If the Commission is unable to find that the proposed transaction serves the public


46 DISH Network LLC, Verified Retransmission Complaint, MB Docket No. 12-1 at 7-8 (filed Oct. 18, 2013)
(“Verified Retransmission Complaint”).
47 Dish Objection at 1.
48 Id. at 2.
49 Id.
50 Applications of Comcast Corporation, General Electric Company and NBC Universal, Inc., Memorandum
Opinion and Order, 26 FCC Rcd 4238, 4260, ¶ 52 (2011).
51 Section 310(d) requires that the Commission consider the applications as if the proposed transferee were applying
for the licenses directly. 47 U.S.C. § 310(d). See SBC Communications Inc. and AT&T Corp. Applications for
Approval of Transfer of Control,
20 FCC Rcd 18290, 18300 ¶ 16 (2005) (“SBC-AT&T Order”); Verizon
Communications, Inc. and MCI, Inc. Applications for Approval of Transfer of Control,
20 FCC Rcd 18433, 18442-
43 ¶ 16 (2005) (“Verizon-MCI Order”); Applications of Nextel Communications, Inc. and Sprint Corporation, 20
FCC Rcd 13967, 13976 ¶ 20 (2005) (“Sprint-Nextel Order”); News Corp.-Hughes Order, 19 FCC Rcd at 483 ¶ 15;
Comcast-AT&T Order, 17 FCC Rcd at 23255 ¶ 26.
52 See, e.g., SBC-AT&T Order, 20 FCC Rcd at 18300 ¶ 16; Verizon-MCI Order, 20 FCC Rcd at 18442-43 ¶ 16;
Applications for Consent to the Assignment of Licenses Pursuant to Section 310(d) of the Communications Act from
NextWave Personal Communications, Inc., Debtor-in-Possession, and NextWave Power Partners, Inc., Debtor-in-
Possession, to Subsidiaries of Cingular Wireless LLC
, 19 FCC Rcd 2570, 2580-81 ¶ 24 (2004); EchoStar
Communications Corp., General Motors Corp. and Hughes Electronics Corp., and EchoStar Communications
Corp., Hearing Designation Order
, 17 FCC Rcd 20559, 20574 ¶ 25 (2002) (“EchoStar-DIRECTV HDO”).
53 See SBC-AT&T Order, 20 FCC Rcd at 18300 ¶ 16; Verizon-MCI Order, 20 FCC Rcd at 18443 ¶ 16; Sprint-Nextel
Order,
20 FCC Rcd at 13976 ¶ 20.
54 See SBC-AT&T Order, 20 FCC Rcd at 18300 ¶ 16; Verizon-MCI Order, 20 FCC Rcd at 18443 ¶ 16; Sprint-Nextel
Order,
20 FCC Rcd at 13976 ¶ 20; News Corp.-Hughes Order, 19 FCC Rcd at 483 ¶ 15; Comcast-AT&T Order, 17
FCC Rcd at 23255 ¶ 26.
55 See SBC-AT&T Order, 20 FCC Rcd at 18300 ¶ 16; Verizon-MCI Order, 20 FCC Rcd at 18443 ¶ 16; Comcast-
AT&T Order,
17 FCC Rcd at 23255 ¶ 26; EchoStar-DIRECTV HDO, 17 FCC Rcd at 20574 ¶ 25.
6

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interest, or if the record presents a substantial and material question of fact, Section 309(e) of the Act
requires that the applications be designated for hearing.56 Based on the record before us and upon denial
of the Informal Objections submitted by Spartan and Dish, we find grant of the transaction is in the public
interest, as required by Section 310(d) of the Act.

A.

Informal Objections.

13.
The Commission applies a two-step analysis when it evaluates a petition to deny, or in
this case an informal objection, under the public interest standard.57 First, we must determine whether
the informal objection contains specific allegations of fact sufficient to show that granting the application
would be prima facie inconsistent with the public interest.58 The first step “is much like that performed
by a trial judge considering a motion for directed verdict: if all the supporting facts alleged…were true,
could a reasonable fact finder conclude that the ultimate fact in dispute had been established.”59 If the
specific allegations make a prima facie case, we next examine and weigh the evidence presented, to
determine “whether the totality of the evidence raises a substantial and material question of fact justifying
further inquiry.”60 If no such question is raised, the Commission will deny the petition and grant the
application if it concludes that such grant otherwise serves the public interest, convenience, and necessity.
1.

Spartan Informal Objection

14.
As an initial matter, we find dismissing Spartan’s Informal Objection due to lack of
standing or solely under Section 73.3584(e) of the Commission’s rules, as requested by Young, would be
inappropriate. Spartan has filed its pleading as an Informal Objection, which under Commission rules is
not required to comply with the same formal procedural requirements as a Petition to Deny.61 Therefore,
it is irrelevant whether Spartan’s supplement to its Informal Objection and the declaration contained
therein was filed with the Commission in a timely manner or whether Spartan is a party in interest.62
15.
The Commission analyzes de facto control issues on a case-by-case basis.63
In
determining whether an entity has de facto control of an applicant or a licensee, we examine the policies
governing station programming, personnel, and finances.64 While a licensee may delegate day-to-day


56 47 U.S.C. § 309(e); see also News Corp.-Hughes Order, 19 FCC Rcd at 483 n.49; EchoStar-DIRECTV HDO, 17
FCC Rcd at 20574 ¶ 25.
57 47 U.S.C. §309(d)(1), (2); Astroline Communications Co. Ltd. Partnership v. FCC, 857 F.2d 1556, 1561 (D.C.
Cir. 1988).
58 47 U.S.C. §§309(d)(1) and 310(d).
59 Gencom, Inc. v. FCC, 832 F. 2d 171, 181 (D.C. Cir. 1987).
60 Citizens for Jazz on WRVR v. FCC, 775 F.2d 392, 395 (D.C. Cir. 1985).
61 See 47 C.F.R. §73.3587 (Removing numerous procedural and pleading requirements needed for a petition to
deny.).
62 Spartan is the licensee of a competitor and thereby under established Commission precedent would have been
considered to have had the requisite standing. See FCC v. Sanders Brothers Radio Station, 309 U.S. 470, 476-77
(1940). Additionally, as a competitor Spartan is not required to demonstrate direct injury, as Young claims is
required of Spartan. See Letter to Waterman Broadcasting Corporation of Florida, 17 FCC Rcd 15742, 15744 n.2
(Vid. Div. 2002) citing American Mobilephone, Inc. and Ram Technologies, Inc., Order, 10 FCC Rcd 12297, 12298,
¶ 8 (1995). Spartan correctly asserts that it has standing, though in the current context standing is not required
because we are evaluating an Informal Objection. See Spartan Reply at note 1.
63 Shareholders of Hispanic Broadcasting Corporation, Memorandum Opinion and Order, 18 FCC Rcd 18834,
18843, ¶ 21 (2003).
64 See, e.g., Stereo Broadcasters, Inc., Memorandum Opinion and Order, 55 FCC 2d 87 (1981).
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operations, ultimate authority over the policies governing programming, personnel and finances must rest
with the licensee.65 Spartan’s Informal Objection alleges violations of the programming and financial
arrangements between WLNS-TV and WLAJ(TV) (and their respective licensees) that have already been
reviewed and approved by the Commission.66 Having reviewed the entire record before us, we find that
Spartan has failed to raise a substantial and material question of fact as to whether Young acquired
unauthorized de facto control over WLAJ(TV).
16.
With respect to personnel, Spartan argues that “there does not appear to be an
independent management structure in place for WLAJ, with the two employees assigned to WLAJ
appearing to report to WLNS employees.”67 Spartan contends that Mr. Simone’s signature block holding
himself out as “Vice President/’General Manager of Young Broadcasting-Lansing for stations WLNS and
WLAJ” coupled with the events surrounding the “hasty appointment” of Mr. Toner as WLAJ(TV) station
manager show that Young was exerting de facto control over WLAJ(TV). We do not find the substance
of the e-mails to be representative of any exertion of improper control by Mr. Simone. While the
signature block coupled with other evidence may have been persuasive evidence of de facto control, the
content of the signature block alone is not sufficient to make such a finding. Furthermore, Spartan does
not provide any evidence that the decision to hire Mr. Toner was not conducted by WLAJ(TV), LLC, the
licensee of WLAJ(TV).
17.
Spartan has further failed to present any evidence that Young has ultimate authority over
WLAJ(TV)’s programming decisions. The simulcasting of WLNS-TV’s local news on WLAJ(TV) or
use of a common website, as raised by Spartan,68 is not in itself a violation of Commission rules or
precedent governing JSAs or SSAs. Spartan does not provide any evidence that the 15% weekly
programming limit set forth in our Local Marketing Agreement (“LMA”) attribution standard has been
exceeded here.69 Furthermore, the Commission has no restrictions that uniquely apply to websites and
“the content of station websites is wholly irrelevant to the determination of station control.”70 It does not


65 See, e.g., Southwest Texas Public Broadcasting Council, Memorandum Opinion and Order, 85 FCC 2d 713
(1981); Alabama Educational Television Commission, Memorandum Opinion and Order, 33 FCC 2d 495 (1972);
Cf. Hicks Broadcasting of Indiana, LLC, Hearing Designation Order, 13 FCC Rcd 10662 (1998) (Loosing ultimate
control over programming, personnel or finances is sufficient to find that another entity has gained de facto
control.).
66 See Application for Consent to Assignment, File No. BALCDT-20121011AAP (“WLAJ Assignment
Application”) (granted on December 4, 2012). See WLAJ Assignment Application at Joint Sales Agreement
(Attachment 13), Section 4.7 (“Notwithstanding anything to the contrary in this Agreement, the parties hereto
acknowledge and agree that during the term, License will maintain ultimate control and authority over the station,
including, specifically, control and authority over the Station’s operations, finances, personnel and programming.”).
See SagamoreHill of Corpus Christi Licenses, LLC, Letter, 25 FCC Rcd 2809, 2813 (MB 2010)(“Sagamore Hill”)
(referring to provision in Shared Services Agreement that provided licensee with ultimate control over programming
decisions and policies); See also Nexstar Broadcasting, Inc., Letter, 23 FCC Rcd 3528, 3533 (Vid. Div. 2008)
(“Nexstar Broadcasting”) (Noting that Joint Sales Agreement and Shared Services Agreement both contained
language indicating that the licensee will maintain control over Station KFTA-TV.).
67 Spartan Objection at 2.
68 See Id. at 2-3.
69 See 47 C.F.R. §73.3555, Note 2(j)(2) (prohibiting broker stations from controlling more than 15% of the broadcast
time per week of the brokered station); See WLAJ(TV) Assignment Application, at Joint Sales Agreement
(Attachment 13), Section 4.7 (“Young shall provide Licensee for broadcast, simulcast or rebroadcast on the Station
local news and other programming…which Delivered Programming shall be less than fifteen percent (15%) of the
Station’s broadcast hours for any week.”).
70 Kathryn R. Schmeltzer, Esq., Letter, 19 FCC Rcd 3897, 3900 (MB 2004); See also, Secret Communications II,
LLC
, Memorandum Opinion and Order, 18 FCC Rcd 9139, 9149, ¶ 24 (2003) (“While we recommend that licensees
(continued....)
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appear the website arrangement described by Spartan in its Informal Objection violates the express terms
of the JSA/SSA or our rules.71
18.
Likewise, Spartan has failed to provide any evidence that the financial decisions for
WLAJ(TV) are improperly dictated by Young. Spartan’s allegation that Young is exerting financial
control through its “interest” in the debt of Shield Media Lansing, LLC (“Shield”), the parent company of
the licensee of WLAJ(TV),72 is based solely on the fact that Young is a guarantor of Shield’s debt and
that Mr. Galloway is a former Young Board member. The mere fact that Mr. Galloway is a former
Young Board member does not itself raise a substantial and material question of fact as to financial
control.73 In this case, Spartan does not demonstrate that Galloway lacked independence in his role.
Furthermore, the Commission has long held that guarantees are not attributable until exercised, which has
not occurred.74 The Commission has already determined, as evidenced by the grant of the WLAJ(TV)
Assignment Application,75
that the consideration provided by Young in exchange for the guarantee does
not amount to attribution under our Equity/Debt Plus standard.76 Lastly, under the terms of the JSA,77
WLAJ(TV) retains 70% of cash flow resulting from operation of the station, a split that the Bureau has
previously approved.78 Spartan does not present any evidence that demonstrates the licensee fails to
retain the economic incentive to control programming aired over its station,79 that the representations
made in WLAJ(TV)’s the assignment application were inaccurate, or that the terms of the JSA/SSA have
been violated.
19.
We agree with Young that requiring the Applicants and WLAJ(TV) to make the
certifications requested by Spartan is inappropriate in the context of this proceeding.80 The certifications


(...continued from previous page)
be attentive to their website depictions, we find that…allegations based on internet website idiom are speculative
and inadequate to raise a substantial and material question of fact.”).
71 See WLAJ(TV) Assignment Application at Shared Services Agreement (Attachment 13), Section 5.2 (Permitting
the combination of websites so long as such efforts are coordinated and the licensee has a right to supplement
effort.).
72 See Merger Applications at Transaction Documents (Attachment 6), Agreement and Plan of Merger, Sections
2.12(a)(ii), 4.2(f), and 8.3(bbb),(lll) and (hhh).
73 See, e.g., Paxson Management Corporation and Lowell W. Paxson, Memorandum Opinion and Order, 22 FCC
Rcd 22224, 22232-33, ¶¶ 23-26 (2007).
74 See, e.g., Review of the Commission's Regulations Governing Attribution of Broadcast and Cable/MDS Interests,
Memorandum Opinion and Order, 16 FCC Rcd 1097, 1112-13, ¶¶ 31-32
(2001)(“Attribution MO&O”)(Loan
guarantees do not confer an interest upon the guarantor requiring attribution, except any consideration paid for the
guarantee would be considered as part of the calculation under the Equity/Debt Plus (“EDP”) standard.).
75 File No. BALCDT-20121011AAP.
76 Attribution MO&O, 16 FCC Rcd at 1112-13, ¶¶ 31-32.
77 WLAJ(TV) Assignment Application at Joint Sales Agreement (Attachment 13), Section 3.1 (“Young shall have the
right to retain an amount equal to thirty percent (30%) of the total amount of net Sales Revenue…Young shall pay
over to the Licensee an amount equal to the remaining seventy percent (70%) of the total amount of Net Sales
Revenue….”)
78 See SagamoreHill, 24 FCC Rcd at 2810 (“In exchange for its sales representation, Evening Post will retain the
lesser of the revenues it collects minus a set Base Rate, or 30% of all revenues.”); Nexstar Broadcasting 23 FCC
Rcd at 3534 (Licensee receives “70% of all revenue attributable to commercial advertisements.”).
79 See KHNL/KGMB License Subsidiary, LLC & HTIV License Subsidiary, Inc., Memorandum Opinion and Order
and Notice of Apparent Liability, 26 FCC Rcd 16087, 16093, ¶ 19 (MB 2011)(Concluding that licensee has retained
sufficient economic incentive to control programming aired on its licensed stations.).
80 See Young Opposition at 7-8.
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requested by Spartan relate to the operation of WLAJ(TV) by the licensee. WLAJ-TV, LLC, is not a
party to the current proceeding and this is not the appropriate venue to address the alleged rule violations
of WLAJ(TV). In particular, Spartan contends that WLAJ(TV) does not maintain the appropriate
independent management structure and employees in violation of our main studio rule.81 It is the licensee
of the brokered station (WLAJ(TV)), not the licensee of the broker station (WLNS-TV) who is
responsible for ensuring compliance with maintaining a meaningful management and staff presence. In
light of the issues raised by Spartan, we are concerned by the conduct of WLAJ(TV). Therefore, Video
Division staff will examine, as part of WLAJ(TV)’s pending license renewal application,82 whether
WLAJ(TV) has violated the main studio rule.83 The staff will then take action as is deemed appropriate.
2.

Dish Informal Objection

20.
Dish claims that Media General and Young’s behavior84 demonstrates a “propensity to
engage in further anticompetitive behavior that is relevant to the Commission’s public interest
evaluation.”85 Beyond this generalized statement, Dish fails to demonstrate how granting the proposed
transaction would violate our rules and be inconsistent with the public interest.86 Although Dish does not
clearly state the harms that would be caused as a result of the approval of this transaction, we read Dish’s
Informal Objection to imply that grant of the merger may result in higher retransmission fees.87 Such a
claim is speculative and is improper in the context of this adjudicatory proceeding.88

21.
Furthermore, we will not take action in the context of this limited proceeding that will
pre-judge the outcome of another proceeding pending before us.89 Granting Dish’s Informal Objection
would require us to make conclusions pertaining to issues raised in Dish’s Verified Retransmission
Compliant
, which is the appropriate venue for addressing the issues alleged by Dish. If any of Dish’s
allegations are found to be true upon consideration of its Verified Retransmission Compliant, appropriate
remedies can be pursued at that time. Our decision to deny Dish’s Informal Objection should not be
taken to represent a determination as to the validity of any questions of fact or law raised by Dish’s


81 47 C.F.R. § 73.1125.
82Application for Renewal of Broadcast Station License, File No. BRCDT-20130524AGI.
83 47 C.F.R. § 73.1125.
84 See supra ¶ 11 and note 45.
85 Dish Objection at 1.
86 See 47 C.F.R. §309(d)(1) (Requiring that the Commission determine whether an informal objection contains
specific allegations of fact sufficient to show that granting the application would be prima facie inconsistent with the
public interest.).
87 Dish Objection at 2. (“The Commission should therefore request information on all communications between the
applicants regarding retransmission agreements and negotiations with DISH in particular, and regarding
retransmission strategy in general, and any documents relating to an expectation of higher retransmission fees as a
result of the merger, and in particular the possibility of extracting higher fees for the Young stations.”)
88 See Applications for Transfer of Control of Licenses from Comcast Corp. and AT&T Corp., Transferors, to AT&T
Comcast Corp., Transferee
, Memorandum Opinion and Order, 17 FCC Rcd 23246, 23310, ¶ 165 (2002)
(disregarding purported harms that are speculative and not merger specific.); Acme Television Licenses of Ohio, LLC
et al.
, Letter, 26 FCC Rcd 5198, 5200 (VD 2011) (Finding purported harms arising from the potential for increased
retransmission fees as speculative and thereby unavailing.).
89 See Free State Communications, Letter, 26 FCC Rcd 10310, 10312 (VD 2011)(Declining to reach a decision on
an issue that would pre-judge the substance of a pending rulemaking proceeding.).
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Verified Retransmission Compliant or commentary on how that proceeding should be resolved.90

B.

Continuing “Satellite Exceptions” for WCDC-TV, KDLO-TV and KPLO-TV.

22.
The Applicants have requested authorization to continue operating WCDC-TV as a
satellite of WTEN(TV),91 and KDLO-TV and KPLO-TV as satellites of KELO-TV,92 pursuant to Note 5
of Section 73.3555 of the local television ownership rule.93 WCDC-TV has operated as a satellite of
WTEN(TV) since 1956. KDLO-TV and KPLO-TV have operated as satellites of KELO-TV since 1955
and 1957, respectively. The satellite status for WCDC-TV was most recently reauthorized in 201094 and
the satellite status for KDLO-TV and KPLO-TV was most recently reauthorized in 2012.95
23.
In Television Satellite Stations,96 the Commission stated that applicants seeking to
transfer or assign a television satellite station are entitled to a “presumptive” exemption from Section
73.3555(b) of the Commission’s rules if the parent/satellite combination meets three criteria: (1) there is
no City Grade overlap between the parent and the satellite; (2) the proposed satellite would provide
service to an underserved area; and (3) no alternative operator is ready and able to construct or to
purchase and operate the satellite as a full-service station.97 Applications meeting these criteria, when
unrebutted, will be viewed favorably by the Commission. If an applicant cannot qualify for the
presumption, the Commission will evaluate the proposal on an ad hoc basis, and grant the application if
there are compelling circumstances that warrant approval.98 No objections have been filed against the
requested “satellite exemptions.”
24.
With respect to the first criterion, we note that, following the digital transition, full-power
television stations have a digital Principal Community contour that serves a much larger area than their
former analog City Grade contour. Thus, the principle community contour is not an equivalent standard
to use in determining whether a satellite qualifies for the presumptive satellite exemption to the duopoly
rule.
25.
Under the second criterion, the Applicants have demonstrated compliance using our
“transmission test” in order to show that the proposed satellite communities are underserved. The
“transmission test” deems an area underserved if there are two or fewer full-service television stations
licensed to a proposed satellites community of license.99 According to the Applicants, WCDC-TV,
KDLO-TV, and KPLO-TV are all the only television stations licensed to their respective communities of


90 See Applications of MMM Holdings, Inc., Memorandum Opinion and Order, 4 FCC Rcd 6838, 6845, ¶ 44
(1989)(“[The Commission’s] unwillingness to resolve all of those allegations in the context of this limited
proceeding, in short, should not and does not pre-judge the outcome of that broader complaint proceeding.”).
91 See Applications for Transfer of Control, File Nos. BTCCDT-20130703AED and BTCCDT-20130703AEE.
92 See Applications for Transfer of Control, File Nos. BTCCDT-20130703AES, BTCCDT-20130703AET, and
BTCCDT-20130703AEU.
93 47 C.F.R. § 73.3555(b).
94 See New Young Broadcasting Holding Company, Inc., Letter, 25 FCC Rcd 7518 (MB 2010) (“2010 Young
Assignments
”).
95 See Applications for Transfer of Control, File Nos. BTCCDT-20120809ACM and BTCCDT-20120809ACN.
96 Television Satellite Stations Review of Policies and Rules, Report and Order, 6 FCC Rcd 4212 (1991), subsequent
citations omitted
(“Television Satellite Stations”).
97 Id. at 4213-4214, ¶ 12.
98 Id. at 4214, ¶ 14.
99 Id. at 4215, ¶ 19.
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license—Adams, Massachusetts; Florence, South Dakota; and Reliance, South Dakota, respectively. This
is in line with our previous findings regarding compliance with the second criterion for these three
stations.100
26.
Regarding the third criterion, an applicant must show that no alternative operator is ready
and able to assume operation of these satellite stations as a full-service station. The Applicants do not
provide any evidence that they have attempted to sell WCDC-TV, KDLO-TV, or KPLO-TV. Instead, the
Applicants argue that “finding a buyer to operate the stations on a stand-alone basis is not feasible.”101 In
support of this contention, the Applicants provide two separate letters, both dated September 12, 2012,
from Brian E. Cobb, President of CobbCorp, LLC, a media brokerage firm specializing in television
station transactions.102 Mr. Cobb asserts that he has more than 40 years experience in the broadcast
industry and he has been involved in the brokerage of more television stations than any other individual.
In his letters, Mr. Cobb concludes that he does not “envision a scenario” where WCDC-TV, KDLO-TV
and KPLO-TV would survive as a standalone station. The findings asserted by Mr. Cobb were affirmed
in two subsequent letters filed with the Commission on October 21, 2013.103
27.
With regards to WCDC-TV, Mr. Cobb concludes that “a standalone station licensed to
Adams could not support a full service station let alone be able to provide local news.”104 WCDC is
precluded from obtaining a major network affiliation as all the major networks are already broadcast in
the Albany-Schenectady-Troy DMA by other stations with primary signals covering a much broader
portion of the DMA. Mr. Cobb also notes that without the satellite coverage provided by WCDC-TV,
WTEN(TV) would be “handicapped trying to compete with other full-serve station’s in the market and
provide the level of service that they provide.”105
28.
Likewise, Mr. Cobb finds that KDLO-TV and KPLO-TV could not support standalone
stations given the rural nature and spread out population of the Sioux Falls-Mitchell DMA.106
All the
full-service stations in the market with network affiliations, including KELO-TV, are licensed to Sioux
Falls, South Dakota. Therefore, according to Mr. Cobb neither KDLO-TV nor KPLO-TV would be able
to obtain a network affiliation since they are both already in the Sioux Falls-Mitchell DMA.107 For the
aforementioned reasons, Mr. Cobb claims that both stations will be “hard pressed” to obtain meaningful
advertising revenues, produce local news to their community and thereby survive independently.108
29.
Based on our review of the materials submitted, we find that the Applicants have not met
our “presumptive” satellite standard. Nonetheless, the Applicants have provided sufficient information to
authorize WCDC-TV, KDLO-TV and KPLO-TV continued satellite operation under our ad hoc analysis.
All three stations have a 55-plus year history as satellites and the Commission’s recent approval of all
three stations for continued operation as satellites constitutes compelling circumstances justifying a
continuing “satellite exemption” to the television ownership rule. We see no evidence in the record that


100 2010 Young Assignments, 25 FCC Rcd at 7519.
101 Comprehensive Exhibit at Attachment B, 1.
102 Id. at 4-7.
103 See Applications for Transfer of Control, File Nos. BTCCDT-20130703AED, BTCCDT-20130703AEE,
BTCCDT-20130703AES, BTCCDT-20130703AET, and BTCCDT-20130703AEU.
104 Comprehensive Exhibit at Attachment B, 5.
105 Id.
106 Id. at 6-7.
107 Id. at 6.
108 Id. at 7.
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the “satellite exemptions” will harm competition in any television market. Indeed, we find that the
“satellite exemptions” will benefit the public interest by encouraging investment in the broadcast industry
and promoting access to broadcast services where without the satellite waiver it may otherwise not be
feasible. For the reasons discussed above, we find that grant of continuing “satellite exemptions” to our
broadcast television ownership rule for WCDC-TV, as a satellite of WTEN(TV), and KDLO-TV and
KPLO-TV, as satellites of KELO-TV, is in the public interest.

C.

Continuation of Existing “Failing” Station Waiver for WYCW(TV).

30.
The Applicants request continuation of the “failing” station waiver for WYCW(TV),
Asheville, North Carolina, pursuant to Note 7 of Section 73.3555 of the Commission’s rules.109 Currently,
Media General operates both WYCW(TV) and WSPA-TV, Spartanburg, South Carolina, which are both
located in the Greenville-Spartanburg-Asheville DMA.110 WYCW(TV) has been operating pursuant to a
“failing” station waiver since 2002.111 For the reasons below, we permit continued co-ownership of
WSPA-TV and WYCW(TV), pursuant to a “failing” station waiver.
31.
Under the local television ownership rule,112 two television stations licensed in the same
DMA that have Grade B overlap113 may be commonly owned if: (1) at least one of the stations is not
ranked among the top four stations in the DMA; and (2) at least eight independently owned and operating,
full power commercial and non-commercial educational television stations would remain in the DMA
after the merger.114 According to Nielson Media, at the time the transfer of control applications were filed
WYCW(TV) and WSPA-TV were ranked first and fifth in audience share, respectively, in the Greenville-
Spartanburg-Asheville DMA. However, the Greenville-Spartanburg-Asheville DMA would be left with
only seven independently owned and operated full-power television voices and as such common
ownership of both WYCW(TV) and WSPA-TV would violate the local television ownership rule.115 As a
result, the Applicants are requesting continued co-ownership of WSPA-TV and WYCW(TV) on the basis
that WYCW(TV) is a “failing” station.116


109 47 C.F.R. § 73.3555(b); See K. Rupert Murdoch, Memorandum Opinion and Order, 21 FCC Rcd 11499, 11500, ¶
5 (2006) (A failing station waiver must be reevaluated, de novo, in the context of a long-form change of control
application).
110 The Greenville-Spartanburg-Asheville DMA is ranked 43rd in revenue and 34th in population according to BIA.
111 See Application of Pappas Telecasting of the Carolinas (Assignor) and Media General Broadcasting of South
Carolina Holdings, Inc. (Assignee) For Consent to the Assignment of the License for Station WASV-TV, Asheville,
North Carolina
, Memorandum Opinion and Order, 17 FCC Rcd 842 (MB 2002) aff’d by, Memorandum Opinion
and Order, 17 FCC Rcd 20879 (MB 2002).
112 47 C.F.R. § 73.3555(b)(2).
113 “The stations’ historic analog Grade B contours overlapped. In these circumstances, absent substantial evidence
of relevant change in the service area of the stations whose analog contours conflicted with the television duopoly
rule, we will presume continued conflict with the rule for those stations in digital mode.” Applications of Tribune
Co. & Its Licensee Subsidiaries, Debtors in Possession, et al.,
Memorandum Opinion and Order, 27 FCC Rcd
14239, 14257, fn 123 (MB 2012)(“Tribune Bankruptcy Order”).
114 47 C.F.R. § 73.3555(b)(2).
115 Beginning in July 2011, Nielson re-assigned WUGA-TV, Toccoa, Georgia from the Greenville-Spartanburg-
Asheville DMA to the Atlanta DMA. See WUGA-TV, About WUGA-TV, available at http://www.wugatv.org. But
for WUGA-TV’s DMA being re-assigned, co-ownership of WYCW(TV) and WSPA-TV would have been
permitted under our local television ownership rule because WYCW(TV) is not ranked among the top four stations
in the market and there would have been eight independently owned and operating, full power commercial and non-
commercial educational television stations in the DMA after the merger.
116 Application for Transfer of Control, File No. BTCCDT-20130703ACH.
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32.
The Commission’s Local Ownership Order117 established the criteria for a waiver of the
local television ownership rule for a “failing” station, as one that has been struggling for “an extended
period of time both in terms of its audience share and financial performance.”118 These criteria are: (a)
one of the merging stations has had a low all-day audience share (i.e. 4% or lower); (b) the financial
condition of one of the merging stations is poor; (c) the merger will produce public interest benefits; and
(d) the in-market buyer is the only reasonably available candidate willing and able to acquire and operate
the station and selling the station to an out-of-market buyer would result in an artificially depressed
price.119 If the applicant satisfies each criterion, a waiver of the duopoly rule will be presumed to be in
the public interest. However, in furtherance of our statutory obligation under Section 309(d), we will “not
permit the transfer of a duopoly, unless it meets a rule or waiver standard in effect at the time of
transfer.”120 We must evaluate the transfer of duopolies at the time of transfer because although a
combination was approved in the past, market conditions may have changed in a way that could adversely
affect current competition and diversity in the marketplace.121
33.
As for the first criterion, the Applicants have provided evidence demonstrating
WYCW(TV)’s audience share according to Nielson Media for the sweeps periods for all of 2012 and
February 2013 “remain decidedly low,” and is well below 4%.122
While according to the Applicants
WYCW(TV) has shown “significant improvement in the station’s public service performance” since the
“failing” station waiver was first granted in 2002, the Applicants note that such gains would not have
been possible if not for the grant of “failing” station waiver.123
34.
With respect to WYCW(TV)’s financial condition, the Applicants have submitted
financial data demonstrating negative cash flow for the station for calendar years 2011 and 2012.124 The
Applicants explain that “economies of scale from joint operation with WSPA-TV have significantly
expanded WYCW(TV)’s service to its viewing audience....”125 Moreover, the Applicants state that if
independent, WYCW(TV) would “operate at a substantial and nonsustainable annual loss.”126 This claim
is demonstrated through adjusted and unadjusted financial statements that have been submitted to the
Commission by Media General under a request for confidential treatment. Upon review of the
information, we agree that WYCW(TV)’s financial condition would have been poor but for common
ownership with WSPA-TV.
35.
In furtherance of the third criterion, the Applicants contend that grant of the waiver will
produce tangible and verifiable public interest benefits for the local community. In particular, they state
that common ownership of WYCW(TV) and WSPA-TV has allowed “Media General to broadcast a
thirty-five minute newscast specifically for WYCW(TV) at 10pm, seven days a week. The WYCW(TV)


117 Review of the Commission’s Regulations Governing Television Broadcasting, Report and Order, 14 FCC Rcd
12903 (1999) (“Local Ownership Order”), recon. granted in part, 16 FCC Rcd 1067 (2001)(“Local Ownership
Order Reconsideration
”).
118 Id. at 12938, ¶ 79.
119 Id. at 12939-40, ¶ 81.
120 Local Ownership Order on Reconsideration, 16 FCC Rcd at 1079, ¶ 36.
121 Id.
122 Comprehensive Exhibit
at Attachment C, 1-2 and Exhibit 1.
123 Id. at 2.
124 Id. at 2-3.
125 Id. at 2.
126 Id.
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newscasts are not merely rebroadcasts of WSPA-TV’s newscasts.”127 Additional public interest benefits
that have resulted from the combined ownership of WYCW(TV) and WSPA-TV include: a two hour
newscast Monday through Friday from 7am-9am on WYCW(TV); engagement with viewers through
social media; special investigative reports and special feature news segments that cover local events and
issues of interest to the residents of Asheville, North Carolina; supporting community outreach activities;
and responding to community issues of interest through the production of public service announcements
concerning local organizations and announcing events.128 Finally, Applicants have noted that Media
General has invested one million dollars in WYCW(TV)’s facilities between 2007 and June 2012.129
According to the Applicants, if not for this investment, it is clear that many of the program-related
benefits would not have been possible. Based on this information provided, we believe that the “failing”
station waiver has produced and will continue to produce public interest benefits.
36.
As to the fourth criterion, Applicants note that when the “failing” station waiver was
originally granted to WYCW(TV) in 2002, Media General was not required to demonstrate compliance
with the fourth criterion because a preexisting LMA had been in place prior to the adoption of the Local
Ownership Order
.130 The Commission created this exception on reconsideration of the Local Ownership
Order
because it recognized the unique difficulty of retrospectively trying to demonstrate compliance
with the fourth criterion under these circumstances.131 Although the fourth criterion was not evaluated
when the “failing” station waiver was originally granted in 2002, because the LMA between to these two
stations is no longer in existence, the LMA exception does not apply and the Applicants must demonstrate
compliance with the fourth criterion.
37.
Applicants have submitted a letter a letter dated June 20, 2013, sent from Mr. Louis
McDermott, Vice President of Kalil & Co. (“Kalil”), a media brokerage firm with over 40 years of
experience, to Mr. Andrew Carrington, Vice President, General Counsel and Secretary of Media
General.132 Media General commissioned Kalil to conduct a review analyzing the marketability of
WYCW(TV)—a CW affiliate. In his letter Mr. McDermott, who has worked as a media broker for the
past 11 years, 133concludes that “if Media General were to market WCYW, an in-market buyer would be
the only reasonably available candidate willing and able to acquire and operate the station, and selling the
station to an out-of-market buyer…would result in a depressed price.”134 Although we do not generally
accept predictive judgments by brokers or analysts, we find Mr. McDermott’s letter to be sufficient based
on his examination of actual in-market data and evaluation of similarly situated out-of-market station
sales over a substantial period of time.
38.
In the course of conducting its due diligence, Media General engaged Kalil to “evaluate


127 Id. at 3.
128 Id. at 4.
129 Id.
130 Local Ownership Order Reconsideration, 16 FCC Rcd at 1077, ¶ 28. According to the Applicants, WYCW(TV)
and WSPA-TV had been engaged in an LMA since March 1996. Comprehensive Exhibit at Attachment C, 6.
131 Local Ownership Order Reconsideration, 16 FCC Rcd at 1077, ¶ 28 (Agreeing with Petitioner’s that as a
practical matter it would be difficult for a waiver applicant to prove that prior to the LMA it was the only buyer
willing and able to operate the station, and that sale of the station to an out-of-market buyer would result in an
artificially depressed price.).
132 Comprehensive Exhibit at Attachment C, Exhibit 3.
133 Id. at 1.
134 Id. at 2.
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the prospect for sale” of WYCW(TV).135
In the analysis conducted by Mr. McDermott, he examines
actual in-market challenges, including: the geography of the DMA, which will lead to increased costs for
filling in gaps in coverage and reaching cable system head ends; a lack of desirability with regards to
advertisers due to the station’s network affiliation and rank in the DMA; and the prohibitive costs
associated with filling out a complete programming schedule given the station’s affiliation and poor
financial condition.136 The analysis also evaluated actual out-of-market sales data, which included six
years of station sales from other top 50 DMAs and revealed that there are “no instances of an out-of-
market buyer purchasing a standalone CW affiliate,” such as WYCW(TV), and “[t]he CW affiliates sold
were either purchased as a group, by an in-market buyer or by an entity with a Shared Services
Agreement or a Joint Services Agreement in place with another station in the market.”137
39.
A station’s qualification for a “failing” station waiver is reviewed on a “case-by-case
basis.”138 Based on the totality of the circumstances and the unique structure of this individual
transaction,139 we find the Applicants have made an adequate showing. Mr. McDermott’s evaluation is
indicative of the due diligence that a licensee customarily engages in when they are actively determining
the feasibility of selling a station. Note 7 of Section 73.5555 of the Commission’s rules identifies one
way
to demonstrate compliance with the fourth criterion to include “an affidavit from an independent
broker affirming that active and serious efforts have been made to sell the permit and that no reasonable
offer form an entity outside the market has been received” (emphasis added).140 Our rules do not identify
this as the only way. We find that in the context of this transaction it would be contrary to the public
interest to require a licensee to needlessly go through the process of putting its “failing” station up for sale
when an independent broker, as part of the due diligence process and based on actual, recent, and
comparable market data, has concluded that an in-market buyer is the only reasonable candidate to buy
the station and that selling to an out-of-market buyer would result in an artificially depressed price.
40.
Based on the showings submitted under the “failing” station waiver standard established
in the Local Ownership Order,141 we are persuaded that continuation of WYCW(TV)’s “failing” station
waiver is warranted. We find that continued combined operations of WYCW(TV) and WSPA-TV will
pose minimal harm to our diversity and competition goals because WYCW(TV)’s financial situation
hampers its ability to be a viable voice in the market absent a “failing” station waiver. Under these
circumstances, allowing the continuation of the combined ownership, which has already resulted in
improved news and public affairs coverage, will benefit the public interest.

D.

Status of Media General NBCO Waivers.

41.
Following adoption of the 2007 Ownership Order, a Petition for Reconsideration was
filed by Common Cause, the Benton Foundation, Consumers Action, Massachusetts Consumers
Coalition, NYC Wireless, James J. Elekes, and the National Hispanic Media Coalition (collectively
Common Cause, et al.”) challenging the Commission’s grant of permanent NBCO waivers, including


135 Id. at 1.
136 See Id.at 2-3.
137 Id. at 3.
138 47 C.F.R. § 73.3555, Note 7.
139 Tribune Bankruptcy Order, 27 FCC Rcd at 14261, ¶ 52 (MB 2012)(Finding that under the totality of the
circumstances predictive judgments by brokers or analysts, may be sufficient in some unique circumstances for
demonstrating compliance with the fourth criterion.).
140 47 C.F.R. § 73.35555, Note 7.
141 Local Ownership Order, 14 FCC Rcd at 12938-40, ¶¶ 78-82.
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those granted to Media General.142 The Media Bureau also issued a letter granting the license renewal
applications for WBTW(TV), WRBL(TV), and WJHL-TV, which were all granted permanent NBCO
waivers in the 2007 Ownership Order,143 and dismissed several pleadings opposing the grant of the
license renewal applications.144 On April 24, 2008, Free Press and the National Association for the
Advancement of Colored People filed a joint Application for Review requesting Commission review of
the Bureau’s grant of the license renewals.145
Both the Application for Review and Petition for
Reconsideration remain pending. As Applicants point out, Berkshire Hathaway will no longer hold an
attributable interest in Media General,146 and WBTW(TV), WRBL(TV), and WJHL-TV will longer raise
a NBCO issue. Therefore, the pending Application for Review and Petition for Reconsideration, as they
relate to Media General’s permanent NBCO waivers, appear to be moot.

E.

Pending Broadcast License Renewals.

42.
It is Commission policy in multi-station transactions, to grant transfer of control
application while renewal applications are pending “as long as there are no basic qualification issues
pending against the transferor or transferee that could not be resolved in the context of the transfer
proceeding, and the transferee explicitly assents to standing in the stead of the transferor in the pending
renewal proceeding.”147 We find that application of this policy is appropriate with respect to the
transaction at hand. There are currently five Young148 and three Media General149 television broadcast
stations with license renewal applications pending. Commission action on Young license renewal
applications has been stayed due to pending indecency complaints and because some applications are still
within the renewal application processing period. The three Media General renewals remain pending due
to the unresolved Application for Review that now appears to be mooted by approval of the instant
transaction.150
43.
Post-Merger Media General has submitted a statement explicitly agreeing to stand in the
stead of the assignor in any renewal application that is pending at the time of the consummation of the
assignment.151 As to the license renewal applications that have been held for indecency issues, we find
that none would pose character qualification issues that would prevent grant of the instant transfer of
control applications. We recognize that certain stations that are the subject to this transaction may need to


142 Petition for Reconsideration of Common Cause, et al., MB Docket Nos. 06-121, et al. (filed March 28, 2008).
143 2007 Ownership Order, 23 FCC Rcd at 2055-56, ¶ 77.
144 See Application for Renewal of License File Nos. BRCT-20050401BYS, et al., Letter, 23 FCC Rcd. 4480 (Vid.
Div. 2008).
145 Application for Review of Free Press and NAACP, File Nos. BRCDT-20130327ABR, et al. (filed April 24,
2008).
146 Comprehensive Exhibit at 15.
147 Shareholders of CBS Corporation, Memorandum Opinion and Order, 16 FCC Rcd 16072, 16072-16073, ¶ 3
(2001).
148 See Application for Renewal of Broadcast Station License, File Nos. BRCDT-20130401APB, BRCDT-
20120531AFS, BRCDT-20130801ASL, BRCDT-20130930BCP and BRCDT-20130603AHW.
149 See Application for Renewal of Broadcast Station License, File Nos. BRCDT-20130327ABR, BRCDT-
20121203AKY, BRCDT-20120730ABZ.
150 See supra ¶ 41 and note 145.
151 “The shareholders of Media general and Young, for themselves and their proposed licensee subsidiaries, hereby
agree to succeed to the position of the transferors in any pending license renewal applications and to assume the
consequences thereof, consistent with the procedures set forth in Shareholders of CBS Corporation….”
Comprehensive Exhibit at 14.
17

Federal Communications Commission

DA 13-2140

file license renewal applications prior to consummation of the transaction, and certain applications are
currently pending for reasons not related to indecency. Such a circumstance has been considered to fall
within the precedent established by Shareholders of CBS Corporation.152

IV.

CONCLUSION

44.
We have reviewed the proposed merger and related pleadings and conclude that grant of
the applications as requested will comply with our rules and Section 310(d) of the Act. We conclude that
the applicants are fully qualified and that grant of the transfer of control of Young and Media General
from its current shareholders to Post-Merger Media General will serve the public interest, convenience,
and necessity.

V.

ORDERING CLAUSES

45.
Accordingly,

IT IS ORDERED

that, the applications listed in the attached Appendix
seeking consent to transfer control of the licensee subsidiaries of New Young Broadcasting Holding Co.,
Inc., and Media General Communications Holdings, to the Post-Merger Shareholders Media General ,
Inc., pursuant to Section 301(d) of the Communications Act of 1934, 47 U.S.C. § 310(d)

ARE
GRANTED

.
46.

IT IS FURTHER ORDERED

the Informal Objection filed by Spartan-TV, LLC,

IS

DENIED

.
47.

IT IS FURTHER ORDERED

that, the Informal Objection filed by Dish Network, LLC,

IS DENIED

.
48.

IT IS FURTHER ORDERED

that, the requests for continued operation of Station
WCDC-TV, Adams, Massachusetts, as a satellite of Station WTEN(TV), Albany, New York, and Stations
KDLO-TV, Florence, South Dakota and KPLO-TV, Reliance, South Dakota, as satellites of Station
KELO-TV, Sioux Falls, South Dakota, pursuant to the “satellite exception” of Note 5 to Section 73.3555
of the Commission’s rules, 47 C.F.R. § 73.3555,

ARE GRANTED

.
49.

IT IS FURTHER ORDERED

that, the request for a waiver of Section 73.3555 of the
Commission’s rules, 47 C.F.R. §73.3555, pursuant to Note 7, the “failing” station waiver standard, to
permit co-ownership of WYCW(TV), Asheville, North Carolina and WSPA-TV, Spartanburg, South
Carolina,

IS GRANTED

.
50.
These actions are taken pursuant to Section 0.61 and 0.283 of the Commission’s rules, 47
C.F.R. §§ 0.61, 0.283, and Sections 4(i) and (j), 303(r), 309, and 310(d) of the Communications Act of
1934, as amended, 47 U.S.C. §§ 154(i), 154(j), 303(r), 309, 310(d).


152 See Cumulus Media, Inc. and Citadel Broadcasting Corp., Memorandum Opinion and Order, 26 FCC Rcd
12956, 12959, ¶ 5 (2011).
18

Federal Communications Commission

DA 13-2140

FEDERAL COMUNICATIONS COMMISSION
Barbara A Kreisman
Chief, Video Division
Media Bureau
19

Federal Communications Commission

DA 13-2140

APPENDIX A

Broadcast Licenses to be Transferred from Media General Communications Holdings, LLC and

the Licensee Subsidiaries of New Young Broadcasting Holding Co., Inc. to Post-Merger

Shareholders of Media General, Inc.

Licensee

Call Sign(s)

Facility ID Number(s)

File Number

Media General
W02AG-D, Brevard, NC
61683
BTCDTV-20130703ACI
Communications
Holdings, LLC
Media General
W02AT-D, Burnsville, NC
66392
BTCDTV-20130703ACK
Communications
Holdings, LLC
Media General
W08AO-D, Canton, NC
66409
BTCDTV-20130703ACL
Communications
Holdings, LLC
Media General
W08AT-D, Cherokee, NC
66406
BTCDTV-20130703ACM
Communications
Holdings, LLC
Media General
W08BF-D, Spruce Pine, NC
66387
BTCDTV-20130703ACO
Communications
Holdings, LLC
Media General
W08BP-D, Beaver Dam, NC
66394
BTCDTV-20130703ACP
Communications
Holdings, LLC
Media General
W09AF-D, Sylva, NC
66408
BTCDTV-20130703ACQ
Communications
Holdings, LLC
Media General
W09AG-D, Franklin, NC
66405
BTCDTV-20130703ACR
Communications
Holdings, LLC
Media General
W09AR-D, Weaverville, NC
66397
BTCDTV-20130703ACS
Communications
Holdings, LLC
Media General
W10AD-D, Montreat, NC
66396
BTCDTV-20130703ACT
Communications
Holdings, LLC
Media General
W11AN-D, Bryson City, NC
66410
BTCDTV-20130703ACV
Communications
Holdings, LLC
Media General
W02AH, Mars Hill, NC
66401
BTCTTV-20130703ACJ
Communications
Holdings, LLC
20

Federal Communications Commission

DA 13-2140

Media General
W08AX, Marshall, NC
66393
BTCTTV-20130703ACN
Communications
Holdings, LLC
Media General
W10AJ, Greenville, SC
66388
BTCTTV-20130703ACU
Communications
Holdings, LLC
Media General
WFLA-TV, Tampa, FL
64592
BTCCDT-20130703ABQ
Communications
Holdings, LLC
Media General
WBTW, Florence, SC
10587
BTCCDT-20130703ABS
Communications
Holdings, LLC
Media General
WCMH-TV, Columbus, OH
50781
BTCCDT-20130703ABT
Communications
Holdings, LLC
Media General
WHLT, Hattiesburg, MS
48668
BTCCDT-20130703ABU
Communications
Holdings, LLC
Media General
WJAR, Providence, RI
50780
BTCCDT-20130703ABV
Communications
Holdings, LLC
Media General
WJBF, August, GA
27140
BTCCDT-20130703ABW
Communications
Holdings, LLC
Media General
WJHL-TV, Johnson City, TN
57826
BTCCDT-20130703ABX
Communications
Holdings, LLC
Media General
WJTV, Jackson, MS
48667
BTCCDT-20130703ABY
Communications
Holdings, LLC
Media General
WKRG-TV, Mobile, AL
73187
BTCCDT-20130703ABZ
Communications
Holdings, LLC
Media General
WNCN, Goldsboro, NC
50782
BTCCDT-20130703ACA
Communications
Holdings, LLC
Media General
WNCT-TV, Greenville, NC
57838
BTCCDT-20130703ACB
Communications
Holdings, LLC
Media General
WRBL, Columbus, GA
3359
BTCCDT-20130703ACC
Communications
Holdings, LLC
21

Federal Communications Commission

DA 13-2140

Media General
WSAV-TV, Savannah, GA
48662
BTCCDT-20130703ACD
Communications
Holdings, LLC
Media General
WSLS-TV, Roanoke, VA
57840
BTCCDT-20130703ACE
Communications
Holdings, LLC
Media General
WSPA-TV, Spartanburg, SC
66391
BTCCDT-20130703ACF
Communications
Holdings, LLC
Media General
WVTM-TV, Birmingham, AL
74173
BTCCDT-20130703ACG
Communications
Holdings, LLC
Media General
WYCW, Asheville, NC
70149
BTCCDT-20130703ACH
Communications
Holdings, LLC
Young Broadcasting
K25HI, Santa Rosa, CA
65532
BTCTT-20130703ADV
of San Francisco,
Inc.
Young Broadcasting
W04AE, Herkimer, NY
74421
BTCTTV-20130703AEF
of Albany, Inc.
Young Broadcasting
K24DT, Aberdeen, SD
41979
BTCTTV-20130703AEV
of Albany, Inc.
Young Broadcasting
WLNS-TV, Lansing, MI
74420
BTCCDT-20130703ADG
of Lansing, Inc.
Young Broadcasting
WBAY-TV, Green Bay, WI
74417
BTCCDT-20130703ADI
of Green Bay, Inc.
Young Broadcasting
KRON-TV, San Francisco, CA
65526
BTCCDT-20130703ADU
of San Francisco,
Inc.
Young Broadcasting
WTEN, Albany, NY
74422
BTCCDT-20130703AED
of Albany, Inc.
Young Broadcasting
WCDC-TV, Adams, MA
74419
BTCCDT-20130703AEE
of Albany, Inc.
Young Broadcasting
KCLO-TV, Rapid City, SD
41969
BTCCDT-20130703AEH
of Rapid City, Inc.
Young Broadcasting
KWQC-TV, Davenport, IA
6885
BTCCDT-20130703AEI
Davenport, Inc.
Young Broadcasting
KELO-TV, Sioux Falls, SD
41983
BTCCDT-20130703AES
of Sioux Falls, Inc.
22

Federal Communications Commission

DA 13-2140

Young Broadcasting
KPLO-TV, Reliance, SD
41964
BTCCDT-20130703AET
of Sioux Falls, Inc.
Young Broadcasting
KDLO-TV, Florence, SD
41975
BTCCDT-20130703AEU
of Sioux Falls, Inc.
WATE, G.P.
WATE-TV, Knoxville, TN
71082
BTCCDT-20130703AEZ
KLFY, L.P.
KLFY-TV, Lafayette, LA
35059
BTCDDT-20130703AFB
WKRN, G.P.
WRKN-TV, , Nashville, TN
73188
BTCDDT-20130703AFD
Young Broadcasting
WRIC-TV, Richmond, VA
74416
BTCDDT-20130703AFF
of Richmond, Inc.
23

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