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Tribune Company Bankruptcy Reorganization Assignments

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Released: November 16, 2012

Federal Communications Commission

DA 12-1858

Before the

Federal Communications Commission

WASHINGTON, D.C. 20554

In the Matter of
)
)

Applications of Tribune Company and its
)
MB Docket No. 10-104
Licensee Subsidiaries, Debtors in Possession, et al.
)
)

For Consent to Assignment of Licenses
)
Pursuant to a Plan of Reorganization
)
)

MEMORANDUM OPINION AND ORDER

Adopted: November 16, 2012

Released: November 16, 2012

By the Chief, Media Bureau:

I.

INTRODUCTION

1.
The Commission, by the Chief, Media, Bureau, pursuant to delegated authority, has
before it Applications for Consent to the Assignment of Broadcast Station Licenses (FCC Form 314) filed
by the Tribune Company, Debtor-in-Possession, and its licensee subsidiaries (collectively “Tribune”),
which were filed jointly with applications seeking consent to assign certain broadcast auxiliary, satellite
earth station, private land mobile, private fixed microwave, and CARS licenses in connection with
Tribune’s bankruptcy reorganization plan.1 The applications propose to assign the licenses from the
current company and its subsidiary licensees as debtors-in-possession to a reorganized, post-bankruptcy
Tribune and its licensee subsidiaries (“Reorganized Tribune”). (Tribune and Reorganized Tribune are
collectively referred to herein as the “Applicants.”)
2.
The Applicants are seeking the Commission’s consent to implement the “Fourth
Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the
Debtors, The Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo,
Gordon & Co., L.P., and JPMorgan Chase Bank, N.A.” (“DCL Plan”).2 Since previously granted waivers
of the Commission’s multiple ownership rules are not automatically granted with the subsequent transfer
of stations, the transfer of licenses to Reorganized Tribune requires the Applicants to re-justify any
waivers previously granted to Tribune to hold various broadcast and media interests that are not in
compliance with the Commission’s ownership limitations.3 Accordingly, the Applicants have requested:
(1) permanent waivers of the newspaper/broadcast cross-ownership (“NBCO”) rule4 in five markets5 or,


1 The jointly filed applications (the “Exit Applications”) are listed in Attachment 1 to this Memorandum Opinion
and Order.
2 “DCL Plan” is the designation used for the plan of reorganization in the Bankruptcy Court’s Order and in the
applications. Therefore, we will use it here.
3 See, e.g., Applications of Capital Cities/ABC, Inc. (Transferor) & the Walt Disney Co. (Transferee), et al., 11 FCC
Rcd. 5841, 5848-49 (1996) (“Disney”).
4 47 C.F.R. § 73.3555(d). The current NBCO Rule prohibits common ownership of a television station and a daily
newspaper if the Grade A contour of the station encompasses the entire community in which the newspaper is
published. Due to the digital transition, stations no longer have a Grade A contour. In these circumstances, absent
(continued….)

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DA 12-1858

in the alternative, temporary waivers in the relevant markets pending our current rulemaking on the issue
being final and no longer subject to review;6 (2) a failing station waiver7 to permit common ownership of
WTIC-TV, Hartford, Connecticut, and WCCT-TV, Waterbury, Connecticut;8 and (3) a continuing
satellite waiver9 permitting common ownership of WTTV(TV), Bloomington, Indiana, and WTTK(TV),
Kokomo, Indiana.
3.
Petitions to deny the applications were filed by the International Brotherhood of
Teamsters (“the Teamsters”), Neil Ellis (“Ellis”), and Wilmington Trust Company (“Wilmington Trust”).
A petition to deny was jointly filed by Free Press, Media Alliance, NABET/CWA, the National Hispanic
Media Coalition, the Office of Communication of the United Church of Christ, Inc., and Charles Benton
(collectively “the Public Interest Petitioners”). Oppositions were filed by the Applicants, and a
consolidated opposition was filed by JPMCB Chase Bank, N.A. (“JPMCB”). A Memorandum was filed
by the Official Committee of Unsecured Creditors of Tribune Company (“Unsecured Creditors
Committee”) supporting the Applicants’ FCC applications and the Applicants’ oppositions to the petitions
to deny (“Memorandum”). Replies were filed by the Teamsters, Wilmington Trust, and the Public
Interest Petitioners. Wilmington Trust filed a request to supplement its petition to deny (“Wilmington
Supplement”), which included the report of Kenneth N. Klee (“Examiner’s Report”), the Examiner
appointed by United States Bankruptcy Court for the District of Delaware and charged with investigating
certain matters related to the Tribune bankruptcy cases.10 That request was opposed by the Applicants,
and Wilmington Trust filed a response.11 The Public Interest Petitioners updated their challenge on
August 24, 2012 (“2012 Supplement”). The Applicants replied on September 4, 2012 (“2012 Reply”).
4.
For the reasons stated below, we deny the petitions and grant the applications subject to
conditions regarding newspaper-broadcast combinations in four markets. We deny the requested
permanent waivers of the NBCO Rule in the New York, Los Angeles, Miami-Ft. Lauderdale, and
Hartford-New Haven markets. Instead, we grant Reorganized Tribune temporary waivers in those
markets conditioned upon the requirement that it must come into compliance with the NBCO Rule no
later than one year from the release date of this Order. In the alternative, if the Commission adopts a new
NBCO Rule pursuant to the 2011 NPRM, Reorganized Tribune may seek waivers of the new rule by
filing waiver showings within the timeframe applicable to other holders of temporary NBCO waivers or
to licensees whose waiver requests are pending at that time.12 In addition, regardless of the date by which
(Continued from previous page)


substantial evidence of relevant change in the service area of the station whose analog contour conflicted with the
NBCO rule, we will presume continued conflict with the rule for that station in a digital mode.
5 The stations for which NBCO waivers have been requested and the relevant newspapers are listed in Attachment 2.
6 See 2010 Quadrennial Regulatory Review-Review of the Commission’s Broadcast Ownership Rules and Other
Rules Adopted Pursuant to Section 202 of the Telecommunications Act of 1996, Promoting Diversification of
Ownership in the Broadcast Services
, 26 FCC Rcd 17489 (2011) (“2011 NPRM”).
7 See 47 C.F.R. § 73.3555, n.7.
8 Formerly WTXX(TV), Waterbury, Connecticut.
9 See 47 C.F.R. § 73.3555, n.5.
10 In re Tribune Company, et al., Case No. 08-13141 (Chapter 11) (Bankr. D. Del.) (jointly administered).
11 In the interest of a complete record we grant Wilmington Trust’s request to supplement. In addition to the filings
listed, various parties have submitted materials in connection with ex parte presentations.
12 Currently, the applicable deadline is 60 days after the Commission releases an order pursuant to the 2011 NPRM.
2006 Quadrennial Regulatory Review – Review of the Commission’s Broadcast Ownership Rules and Other Rules
(continued….)
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Reorganized Tribune must come into compliance or file any waiver showing, we condition these
temporary waivers on Reorganized Tribune’s compliance with any other requirements the Commission
may apply, in an order pursuant to the 2011 NPRM, to other holders of temporary NBCO waivers or to
licensees whose waiver requests are pending when the Commission adopts a new NBCO Rule or affirms
the existing rule. We further grant a permanent waiver of the NBCO Rule in the Chicago market, the
failing station waiver in the Hartford-New Haven, Connecticut market, and the continuing satellite waiver
in the Indianapolis, Indiana market. We find that grant of the applications and of these waivers is in the
public interest and also will facilitate the emergence of the company from bankruptcy.
5.
The Commission will address the petitions for reconsideration of Tribune I13 and related
matters in a separate proceeding. Contrary to the contentions of the Public Interest Petitioners and the
Teamsters, we do not agree that the subject applications must be “held in abeyance” pending the
resolution of Tribune I, since, in deciding to close on the transactions at issue here, Tribune must accept
the risk that the Commission or a court could reverse the Commission’s grant of the applications in
Tribune I.14

I.

STANDARD OF REVIEW

6.
Pursuant to Section 310(d) of the Act, we must determine whether the proposed
application for assignment of control of certain licenses and authorizations held and controlled by Tribune
to Reorganized Tribune will serve “the public interest, convenience, and necessity.” In making this
determination, we must assess whether the proposed transaction complies with the specific provisions of
the Act, other applicable statutes, and the Commission’s Rules. If an applicant seeks a waiver of a rule,
the Commission determines whether the requested waiver meets the Commission’s standards for granting
such waivers. If the transaction would not violate a statute or rule, or a waiver is granted, the
Commission considers whether a grant could result in public interest harms (by substantially frustrating
or impairing the objectives or implementation of the Act or related statutes) or public interest benefits.
Where, as here, the Commission has adopted rules to promote diversity, competition or other public
interest concerns, those rules and the decision whether to waive them may form the basis for determining
whether the transfer applications and/or waivers are on balance in the public interest. Further, our public
interest authority enables us, where appropriate, to impose and enforce transaction-related conditions
targeted to ensure that the public interest is served by the transaction.
7.
Notwithstanding our grant of the pre-bankruptcy waivers, our standard of review requires
us once again to determine whether granting waivers to Reorganized Tribune are in the public interest, in
order to rule on the license transfer applications. Our findings are based upon the record before us and
require that we incorporate into our analysis issues raised by petitions to deny and other comments filed
in this proceeding. The Applicants bear the ultimate burden of demonstrating that the transaction
(including the grant of waivers) is in the public interest.
(Continued from previous page)


Adopted Pursuant to Section 202 of the Telecommunications Act of 1996, MB Docket No. 06-121, Order, DA 12-504
(MB rel. Sept. 17, 2012).
13 Shareholders of Tribune Company, Memorandum Opinion and Order, 22 FCC Rcd 21266 (2007)(“Tribune I”),
reconsideration pending.
14 Improvement Leasing Co., 73 FCC 2d 676, 684 (1979), aff'd sub nom. Washington Association for Television and
Children v. FCC
, 665 F.2d 1264 (D.C. Cir. 1981)
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II.

PRELIMINARY MATTERS

A.

Delay of Consideration of Applications

8.
As a preliminary matter, Wilmington Trust and the Public Interest Petitioners have both
asserted that we should delay our consideration of the applications until after the Bankruptcy Court issues
its order. Wilmington Trust states that some parties and their ownership interests may change as a result
of the Examiner’s Report and the Bankruptcy Court’s order regarding confirmation of the DCL Plan. The
Applicants and JPMCB both argue correctly that the Commission regularly accepts and reviews
applications prior to the issuance of the Court’s plan confirmation order so as to facilitate the efficient
operation of the bankruptcy process.15 Applications of a company in bankruptcy, like all applications, are
subject to amendment prior to the issuance of the Commission’s decision. In the case of any
application(s) involving a bankrupt entity, one of the amendments that must be submitted is an
amendment reflecting the Court’s order confirming a bankruptcy reorganization plan. As discussed more
fully below, the Bankruptcy Court issued its decision on July 23, 2012, approving the DCL Plan. The
Applicants amended the applications on July 12, 2012 and July 25, 2012 to reflect, inter alia,
modifications of the DCL Plan, some changes in the media interests of the holders of attributable interests
in the licensee, and the issuance of the Court’s confirmation order. None of these changes constitute
major amendments to the applications. The Examiner’s Report did not affect the participation of any of
the attributable interest holders in Reorganized Tribune and did not raise any issues regarding their
participation in the applications before us.16 Therefore, the arguments that we should delay our
consideration of the applications pending the decision of the Bankruptcy Court are incorrect.

B.

Teamsters’ Standing

9.
The Applicants argue that the Teamsters lack standing because their petition is unlikely
to be redressed by a favorable decision.17 The Applicants assert that the Teamsters’ alleged harms are not
caused by the transactions proposed in the exit applications and that denial of the applications will not
address its concerns. As Tribune itself recognizes, the Teamsters have alleged that its members’
“livelihoods, economic well-being, and access to a diversity of news and opinions on public events
depend on the resolution of this proceeding and its impact on the Tribune’s newspaper and broadcast
ventures.”18 Among other things, the Teamsters oppose two of Reorganized Tribune’s requested NBCO
Rule waivers. The Teamsters have alleged that grant of the applications will have a negative effect on its
members, who reside within the service area of the stations, and claim that those harms can be cured by
dismissal or denial of the applications. We find that denial of the Applicants’ applications would afford
the Teamsters the relief it seeks, and the Teamsters therefore have standing.

III.

DISCUSSION

A.

The Bankruptcy

10.

Background.

Tribune is a multimedia company with interests in broadcasting,
publishing, and interactive media. It began broadcasting in 1924 with WGN(AM) in Chicago, and began


16 In particular, the Examiner’s Report did not constitute an adjudication of misconduct by any party to the
applications and thus does not bear on the Applicants’ qualifications. Policy Regarding Character Qualifications in
Broadcast Licensing,
Report, Order, and Policy Statement, 102 FCC 2d 1179, 1194-1203 (1986); Policy Regarding
Character Qualifications in Broadcast Licensing,
Memorandum Opinion and Order, 6 FCC Rcd 3448, 3448-49
(1991).
17 Citing Lujan v. Defenders of Wildlife, 504 U.S. 555, 561 (1992) (citations omitted).
18 Teamsters Petition to Deny at 2.
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as a television broadcaster in 1948 with WGN-TV, Chicago, and WPIX-TV, New York, both of which
are among the 23 full-service commercial television stations that it now operates.19 Tribune also
publishes eight major-market daily newspapers: the Chicago Tribune, the Los Angeles Times, The
Baltimore Sun,
the Ft. Lauderdale-based Sun Sentinel, the Orlando Sentinel, the Hartford Courant, The
Morning Call
(Allentown, Pennsylvania), and the Daily News (Newport News, Virginia). From 2000
until 2008, Tribune indirectly owned a 100% interest in Newsday, a daily newspaper serving Long Island,
New York. It contributed substantially all of the assets and liabilities of Newsday to a limited liability
company, Newsday Holdings, LLC, formed by it and Cablevision Systems Corporation in July 2008.
Tribune retained an approximately 3% interest in the parent company of Newsday’s publisher.20
11.
In November 2007, the Commission approved the transfer of control of Tribune and its
licensee subsidiaries to the Zell Group.21 The Commission granted permanent and temporary waivers of
the NBCO Rule and the local ownership rules as part of that proceeding.22
12.
On December 8, 2008, before Tribune was required to divest any assets subject to the
temporary waivers, Tribune and certain of its subsidiaries filed voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code, initiating the Tribune bankruptcy cases.23 Tribune
subsequently filed a series of FCC Form 316 applications to assign the broadcast licenses held by certain
Tribune subsidiaries to those same subsidiaries operating as debtors-in-possession and to reflect control of
those subsidiaries as debtors-in-possession. The Commission granted those applications on January 8,
2009. Although Tribune’s organizational structure has remained the same, and it has continued to be
governed by its ten-member Board of Directors, it has been supervised by the Bankruptcy Court since that
time.
13.
On April 12, 2010, Tribune submitted a plan of reorganization to the Bankruptcy Court,
and it filed the Exit applications with the Commission on April 28, 2010. On October 22, 2010, Tribune;
The Unsecured Creditor’s Committee; certain investment funds and accounts managed by Oaktree Capital
Management, L.P. and/or its affiliates (“Oaktree”); Angelo, Gordon & Co., L.P. and/or its affiliates
(“Angelo Gordon”); and JPMCB filed a successor joint plan of reorganization with the Bankruptcy Court,
which was subsequently amended. Other creditors of Tribune filed competing plans of reorganization.
The Bankruptcy Court approved disclosure statements with respect to the various plans, scheduled and
held confirmation hearings, and scheduled and received pre-hearing and post-hearing briefs.
14.
On October 31, 2011, the Bankruptcy Court issued an order and an opinion in which it
refused to confirm either of the plans that were pending before it at that time. In the opinion, the
Bankruptcy Court identified specific elements that, if properly addressed in an amended plan, would
result in a confirmable plan. Tribune and its fellow proponents amended their plan accordingly. The
proponents of the competing plan did not submit an amended or modified plan. The DCL Plan was


19 See Attachment 2. Tribune also operates an additional full-power station, WTTK-TV, Kokomo, Indiana, as a
satellite of WTTV(TV), Bloomington, Indiana.
20 The Applicants have stated that the interest in Newsday is fully attributable. WPIX-TV Application, as amended
March 16, 2012. Exhibit 16 at 2.
21Tribune I, 22 FCC Rcd 21266 (2007). Zell, the ESOP Plan, the Tribune Trust and EGI-TRB will be collectively
referred to as the Zell Group.
22 Id. at 21284-85. Supra n.12.
23 In re Tribune Company, et al., Case No. 08-13141 (Chapter 11) (Bankr D. Del.) (jointly administered).
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confirmed by the Bankruptcy Court on July 23, 2012.24
15.
The DCL Plan differs from the Tribune plan iterations that preceded the DCL Plan as
described in the Exit Application, principally in relation to the treatment of litigation matters and to the
allocation of certain distributions among creditors that are unrelated to the Exit Applications. The DCL
Plan provisions that are related to company organization and ownership certification remain substantially
the same.
16.

The DCL Plan.

Under the DCL Plan, Reorganized Tribune will be a widely held
corporation with two classes of common stock. The first class of stock – New Class A Common – will be
standard voting stock. The majority of these shares will be held by distinct and unrelated entities that will
each own less than 5% of the New Class A Common Stock. Accordingly, these interests will not be
attributable under the Commission’s Rules.25 Three entities, JPMCB, Angelo Gordon, and Oaktree, each
will own, directly or through affiliates, 5% or more of the New Class A Common Stock and will be
deemed to hold attributable interests in Reorganized Tribune.26 The DCL Plan does not contemplate any
additional attributable owners.27
17.
The second class of stock – New Class B Common Stock – would have limited voting
rights that are designed to correspond to standard investor protections28 and be non-attributable. Holders
of New Class B Common Stock will not be entitled to vote for members of the Board of Directors of


24 In re Tribune Company, et al., Case No. 08-13141 (Chapter 11) (Bankr D.Del. July 23, 2012) (“Confirmation
Order”
).
25 See 47 C.F.R. § 73.5555, Note 2(a). (Any voting stock interest amounting to 5% or more of a corporate broadcast
licensee, cable television system or daily newspaper will be cognizable.) See also Reexamination of the
Commission's Rules and Policies Regarding the Attribution of Ownership Interests in Broadcast, Cable Television
and Newspaper Entities
, 97 FCC 2d 997, 1006 (1984), reconsidered in part, 58 Rad. Reg. (P & F) 2d 604 (1985),
further reconsidered, 1 FCC Rcd 802 (1986).
26 Id.
27 The Applicants state than any entity seeking an attributable interest in Reorganized Tribune was required to
submit a Media Compliance Certification listing its media interests. Only these three entities supplied the required
certifications.
28 These include voting on actions that are not in the ordinary course of business such as: (1) any authorization of, or
increase in the number of authorized shares of, any class of capital stock ranking pari passu with, or senior to, the
New Class A Common Stock or New Class B Common Stock as to dividends or liquidation preference; (2) any
amendment to the Restated Certificate of Incorporation or the Bylaws of Reorganized Tribune; (3) any amendment
to any stockholders or comparable agreement; (4) any sale, lease, or other disposition of all or substantially all of the
assets of the company; (5) any recapitalization, reorganization, share exchange, merger or consolidation or the
company; (6) any issuance or entry into agreement for the issuance of capital stock or stock options of the company;
(7) any redemption or repurchase of the capital stock of Reorganized Tribune; and (7) and liquidation, dissolution,
distribution of assets or winding-up of the company. They can also vote as a separate class on any amendment,
modification, or repeal of the Restated Certification of Incorporation that adversely affects their rights in a manner
different from the rights of holders of Class A Common Stock. These protections are consistent with those the
Commission has previously approved as permissible for nonvoting shareholders over fundamental corporate matters
and do not rise to the level of attributable influence. See, e.g., Shareholders of Hispanic Broadcasting Corporation
and Univision Communications, Inc.,
18 FCC Rcd 18834, 18849-50 (2003); Paxson Management Corporation and
Lowell W. Paxson,
22 FCC Rcd 22224, 22231-32 (2007).
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Reorganized Tribune.29
18.
Under the DCL Plan, no party may receive any stock in Reorganized Tribune unless it
certifies to the amount of its foreign ownership, calculated both as a percentage of voting rights and as a
percentage of equity, prior to Tribune’s emergence from bankruptcy. If a party does not provide the
certification, it will be deemed to be 100% foreign owned and controlled for purposes of the applicant’s
foreign ownership compliance and analysis.30 If the final analysis reveals that Reorganized Tribune’s
level of foreign ownership would exceed 25%,31 Reorganized Tribune will issue New Common Stock
Warrants (“New Warrants”),32 New Common Stock, or a combination of the two, as necessary, to ensure
that the company’s foreign ownership level remains within the statutory limit.33 Following
consummation, the Applicants state that Reorganized Tribune will have mechanisms in place to ensure
that the company stays within the statutory limits before any of the New Warrants can be exercised.34
First, the form of the warrants will specify that warrant holders will be permitted to exercise New
Warrants only if doing so would not violate the Communications Act or Commission rules or policies.35
Second, Reorganized Tribune’s Certificate of Incorporation will give it the authority to prohibit the
ownership of New Common Stock when ownership would be inconsistent with either the
Communications Act or Commission rules or policies.36


29 Wilmington Trust contends that the structure with Class A and Class B Common Stock is inconsistent with the
Bankruptcy Code. The Bankruptcy Court approved the DCL Plan, Confirmation Order at 2, which specifically
includes the two classes of stock, and we defer to the Bankruptcy Court on this issue.
30 In its petition to deny, Wilmington Trust appears to have confused “non-attributable” shareholders with
“anonymous” shareholders and to believe that Reorganized Tribune does not plan to determine the citizenship status
of shareholders that are not attributable. That is not the case. Reorganized Tribune must undertake to determine the
citizenship status of its shareholders, both attributable and non-attributable, whether voting or non-voting, and the
record indicates that the Applicants have taken steps to do so through the use of their stringent certification
requirements.
31 See 47 U.S.C. § 310(b)(4). Section 310(b)(4) prohibits granting a broadcast license to:
[A]ny corporation directly or indirectly controlled by any other corporation of which more than one-fourth
of the capital stock is owned of record or voted by aliens, their representatives, or by any foreign
government or representative thereof, or by any corporation organized under the laws of a foreign country,
if the Commission finds that the public interest will be served by the revocation or refusal of such license.
32 Contrary to Wilmington Trust’s assertions, stock warrants, like other future interests and debt, do not create an
attributable interest, standing alone, and do not implicate our foreign ownership limitations. See Univision
Holdings, Inc.,
Memorandum Opinion and Order, 7 FCC Rcd 6672, 6674 (1992), recon. denied, 8 FCC Rcd 393
(1993). (“We have ruled that convertible instruments are not relevant in our determinations [regarding the
calculation of foreign ownership] until converted and that, in this context, there is no presumption that the warrants
will be converted…. Given that position and the Buyer’s representation [that the warrants will not be converted
unless consistent with the Communications Act], the warrants are not material to our determination.”), citing
WWOR-TV, Inc.
, 6 FCC Rcd 6569, 6572, n.13 (1991). Wilmington Trust’s statements regarding what may or may
not happen in the future regarding the warrants here are speculative.
33 Reorganized Tribune will issue New Warrants to certain entities that would otherwise not be entitled to receive
New Common Stock, if such action is necessary to ensure compliance with the Commission’s foreign ownership
limitations. See 47 U.S.C. § 310(b)(4).
34 See, e.g. WGN-TV Application, BALCDT-2010428AEL (“WGN-TV Application”), Revised Comprehensive
Exhibit, July 2012, at 11.
35 Id.
36 Id.
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19.
As noted above, following consummation, Reorganized Tribune will have three
attributable shareholders: JPMCB, Angelo Gordon, and Oaktree.37 Oaktree will hold approximately 22%
of the voting interest in the company. Angelo Gordon will hold approximately 9% of the voting interest
in it. JPMorgan Chase and Co. (“JPMC&Co.”), parent of JPMCB, through various subsidiaries, currently
holds debt in Tribune that, when converted pursuant to the DCL Plan, will be valued at approximately
10% of Reorganized Tribune. JPMCB will hold approximately 8% of the voting interest in Reorganized
Tribune via a subsidiary named Isolieren Holding Company (“Isolieren”).38 The remainder of the
JPMC&Co. interest will be converted to either New Class B Common Stock or to New Warrants to be
held by other JPMC&Co. subsidiaries.

B.

The NBCO Rule Waivers

20.

Introduction.

As discussed above, Reorganized Tribune requests waivers of the NBCO
Rule to permit the common ownership of:
·
KTLA(TV), Los Angeles, California,39 and the Los Angeles Times (“LA Times”);
·
WPIX(TV), New York, New York,40 and Newsday;
·
WSFL(TV), Miami, Florida,41 and the Ft. Lauderdale South Florida Sun-Sentinel;
·
WGN-TV and WGN(AM), Chicago, Illinois,42 and The Chicago Tribune; and
·
WTIC-TV, Hartford, Connecticut;43 WCCT-TV, Waterbury, Connecticut,44 and the Hartford
Courant.45
In each case, the Applicants seek a permanent waiver of the rule or, in the alternative, a temporary waiver
of the rule until 18 months after the Commission completes its review of the NBCO Rule and that action
becomes a final order no longer subject to judicial review. In their petitions to deny, the Public Interest
Petitioners, Wilmington Trust, the Teamsters, and Ellis oppose the requested waivers.
21.
For the reasons stated below, we deny the requested NBCO permanent waivers sought
by Reorganized Tribune in all markets except Chicago. We grant Reorganized Tribune conditional
temporary waivers in New York, Los Angeles, Miami, and Hartford, under which Reorganized Tribune
must come into compliance with the NBCO Rule in those markets no later than one year from the release
date of this Order. In the alternative, if the Commission adopts a new NBCO Rule pursuant to the 2011


37 The Applicants state that it is not anticipated that any individual entity will hold more than 33% of Reorganized
Tribune’s Total Asset Value, as that term is defined under Section 73.3555 of the Commission’s Rule (the
Equity/Debt Plus Rule). See 47 C.F.R. § 73.3555, Note 2(i).
38 Other JPMCB subsidiaries will hold New Class B Stock.
39 File No. BALCDT-20100428ADV (“KTLA Application”), Exhibit 16.
40 File No. BALCDT-20100428ADP (“WPIX Application”), Exhibit 16.
41 File No. BALCDT-20100428ADY (WSFL Application”), Exhibit 16.
42 WGN-TV Application, Exhibit 16.
43 File No. BALCDT-20100428ADQ (“WTIC-TV Application”), Exhibit 16.
44 File No. BALCDT-20100428ADX (“WCCT-TV Application”), Exhibit 16. The NBCO showings in each case
were amended on March 16, 2012 and on May 11, 2012.
45 As discussed in paras. 39-49, infra, Tribune also seeks a failing station waiver to permit continued ownership of
both WTIC-TV and WCCT-TV.
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NPRM, Reorganized Tribune may seek a waiver of the new rule by filing a waiver showing within the
timeframe applicable to other holders of temporary NBCO waivers or to licensees whose waiver requests
are pending at that time. In addition, regardless of the date by which Reorganized Tribune must come
into compliance or file any waiver showing, we condition these temporary waivers on Reorganized
Tribune’s compliance with any other requirements the Commission may apply, in an order pursuant to the
2011 NPRM, to other holders of temporary NBCO waivers or to licensees whose waiver requests are
pending when the Commission adopts a new NBCO Rule or affirms the existing rule.
22.

Background.

The Commission first prohibited the cross-ownership of newspapers and
broadcast stations in 1975 as a way to promote viewpoint diversity.46 As part of the 2006 Quadrennial
Proceeding, the Commission concluded that, although some limitations on newspaper/broadcast cross-
ownership were still necessary to support viewpoint diversity, some combinations in other contexts could
support its localism goal.47 As a result, the Commission released a revised NBCO Rule (“2008 Rule”),48
which was subsequently stayed by the Third Circuit.49 The revised rule was ultimately vacated and
remanded by the Third Circuit,50 with the result that the original 1975 Rule is now in effect.
23.
The NBCO Rule as currently in effect prohibits cross-ownership of a full-service
broadcast station and a daily newspaper if: (1) a television station’s Grade A service contour completely
encompasses the newspaper’s city of publication; (2) the predicted or measured 2 mV/m contour of an
AM station completely encompasses the newspaper’s city of publication; or (3) the predicated 1 mV/m
contour for an FM station completely encompasses the newspaper’s city of publication.
24.
At the time of adoption, the Commission expressly contemplated waivers of the rule for
those situations where application would be “unduly harsh” and could disserve the purposes of the rule.51
The Commission contemplated waivers in four situations: (1) where there is an inability to dispose of an
interest to conform to the rules; (2) where the only possible sale is at an artificially depressed price; (3)
where separate ownership of the newspaper and station cannot be supported in the locality and; (4) where
the purposes of the rule would not be served by divestiture.52 The Commission contemplated both
temporary and permanent waivers.53


46 Amendment of Sections 73.34, 73.240 and 73.636 of the Commission’s Rules Relating to Multiple Ownership of
Standard, FM, and Television Broadcast Stations,
Docket No. 18110, Second Report and Order, 50 FCC 2d 1046,
1075, 1076, 1079-81 (1975) (“1975 Order”).
47 2006 Quadrennial Regulatory Review – Review of the Commissions Broadcast Ownership Rules and Other Rules
Adopted Pursuant to Section 202 of the Telecommunications Act of 1996; Cross Ownership of Broadcast Stations
and Newspapers; et al.
, 23 FCC Rcd 2010 (2008)(“2008 Order”)(The NBCO Rule adopted in the 2008 Order will
be referred to as the “2008 Rule.”)
48 Id.
49 See, e.g., Prometheus Radio Project v. FCC, No. 08-3078, 2010 WL 1133326 (3d Cir. March 23, 2010).
50 The court vacated and remanded the 2008 Rule on the basis that the Commission had failed to provide adequate
public notice of its proposed rules as required by the APA. The court did not reach consideration of the
Commission’s substantive changes to the NBCO Rule. Prometheus Radio Project v. FCC, 652 F.3d 431 (3d Cir.
2011) (“Prometheus II”).
51 1975 Order, 50 FCC 2d at 1074.
52 Id. at 1084-85.
53 Id. See also, e.g., UTV of San Francisco, 16 FCC Rcd 14975, 14985-90 (2001)(grant of both a permanent and
temporary NBCO waiver).
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25.
On December 22, 2011, the Commission released the Notice of Proposed Rulemaking in
the 2011 NPRM,54 in which it proposed to adopt a revised NBCO Rule. The proposed rule would prohibit
common ownership of a daily newspaper and (1) a full power commercial television station within the
same DMA; (2) an AM station with a predicted or measured 2m/Vm contour service area that
encompasses the newspaper’s city of publication; or (3) an FM station with a predicted 1 m/Vm contour
service area that encompasses the newspaper’s city of publication. The proposed rule would presume a
waiver to be consistent with the public interest if: (1) a daily newspaper in a top-20 DMA sought to
combine with a radio station; (2) or a daily newspaper in a top-20 DMA sought to combine with a
television station, so long as (a) the television station is not ranked among the top-four stations in the
market and (b) at least eight independent “major media voices” remain in the market.55 In all other
circumstances, the rule would presume a waiver to be inconsistent with the public interest. The 2011
NPRM
tentatively concludes to consider waivers on a case-by-case basis, while proposing a bright-line
test as an alternative.56
26.
In the 2011 NPRM¸ the Commission asked whether, in case-by-case considerations, it
should utilize the four factors relied on in the 2008 Rule when deciding whether a specific
newspaper/broadcast combination is in the public interest.57 Those factors are: (1) the amount of local
news that would be produced post-transaction; (2) the extent to which the affected media outlets would
exercise independent news judgment; (3) the level of concentration in the DMA; (4) the financial
condition of the applicant; and, if financially distressed, the applicant’s commitment to newsroom
operations.58 The Commission also asked whether to adopt the factors that were adopted in the 2008
Order
to overcome a negative presumption in two limited circumstances: (1) situations involving a
failed/failing station or newspaper and (2) when the proposed combination was with a station that was not
offering local news broadcasts prior to the combination and the station would initiate at least seven hours
of local news per week after the combination.
27.

The Tribune Waivers.

In its initial applications, after giving a lengthy recitation of the
history of the NBCO Rule,59 Reorganized Tribune makes its NBCO waiver requests based primarily on
the 2008 Rule, and provides a lengthy discussion of how each combination complies with the recently
vacated NBCO Rule.60 In their original petitions to deny, the Public Interest Petitioners, Neil Ellis, and


54 26 FCC Rcd 17489 (2011).
55 47 C.F.R. § 73.3555(d)(3). “Major media voices” are defined as full power commercial and non-commercial
television stations and major newspapers. Major newspapers are newspapers that are published at least four days a
week within the DMA and have a circulation exceeding 5% of the households in the DMA. 2008 Order, 23 FCC
Rcd at 2042 and n.183.
56 The 2011 NPRM also proposes to grandfather existing combinations and asks whether to permit those
combinations to be transferred in perpetuity, a right which Tribune has sought in its waiver requests and which is
opposed by the Public Interest petitioners. See 26 FCC2d at 17526, 17531.
57 2008 Order, 23 FCC Rcd at 2049; 2011 NPRM, 26 FCC Rcd at 17531.
58 Id.
59 The Public Interest Petitioners point out that the Applicants makes several arguments regarding the Commission’s
past treatment of the NBCO Rule and its ongoing validity that are appropriate for a rulemaking proceeding, not for
an adjudicatory proceeding such as this one. We agree that such arguments are not relevant here. Likewise, in
regard to the First and Fifth Amendment arguments on the NBCO Rule raised by the Applicants, we note that the
Prometheus II Court recently upheld the constitutionality of the media ownership rules. Prometheus II, 652 F.3d at
464.
60 This discussion also illustrates how the combinations would or would not comply with the rule proposed in the
2011 NPRM.
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the Teamsters opposed only the waiver requests in Chicago and Hartford-New Haven, which were the
only ones that did not comply with the 2008 Rule.61 To the extent that the parties base their positions on
the 2008 Rule, those arguments are now moot because the Third Circuit, as discussed above, vacated that
version of the rule, and we are now applying the 1975 Rule.62 On March 16, 2012, the Applicants
amended the relevant applications to reflect the change in the rule and they refreshed those applications
on May 11, 2012.63 In their 2012 Supplement, the Public Interest Petitioners updated their filing to reflect
the Third Circuit’s decision.64 Reorganized Tribune also argues that we should grant its waiver requests
under the 1975 standard or, in the alternative, that we should grant it temporary waivers pending the
outcome of our pending rulemaking.
28.
In each of its waiver requests, Reorganized Tribune confines the portion of its argument
relevant to the 1975 NBCO standard to the fourth element of the Commission’s NBCO waiver standard,
situations where the purposes of the rule would not be served by divestiture.65 The arguments presented
are fundamentally the same for each newspaper/station combination, with minor factual distinctions for
each market. In each case, Reorganized Tribune argues that the market at issue is highly competitive.66
Tribune also presents evidence to show that the combination has provided significant news and public


61 Wilmington Trust argues that the Commission previously denied permanent NBCO waivers to Tribune in all of
the requested markets except Chicago and then makes conclusory statements that granting the requested waivers
would lead to further “non-competitive markets” and that to grant them would not be in the public interest.
Wilmington Trust Petition to Deny at 20-21.
62 Reorganized Tribune’s arguments that it would qualify under the “failed” property standard likewise were made
in regard to the 2008 Rule, as were the petitioners’ counter-arguments on that point. These arguments therefore are
moot.
63 WGN-TV Application, Exhibit 16, amended March 16, 2012 and May 11, 2012; KTLA(TV) Application, Exhibit
16, Amended March 16, 2012 and May 11, 2012; WSFL-TV Application, Exhibit 16, Amended March 16, 2012 and
May 11, 2012; WPIX-TV Application, at Exhibit 16, amended March 16, 2012 and May 11, 2012; WTIC-TV
Application, Exhibit 16, amended March 16, 2012 and May 11, 2012.
64 In the 2012 Supplement, the Public Interest Petitioners urge the Commission to require Tribune to divest itself of
all noncompliant properties prior to approving the transaction citing Applications of Comcast Corp. General Elec.
Co. and NBC Universal, Inc.,
26 FCC Rcd 4238, 4344-47 (2011). 2012 Supplement at 2. In that case, the
Commission required NBC place a station in a divestiture trust. That station formed part of a triopoly, a
combination not permitted under our rules, which NBC had been under Commission order to divest for 8 years prior
to the order. Id. In contrast, Tribune has been operating under permanent and temporary waivers since Tribune I.
Also, the Public Interest Petitioners do not cite to any authority to justify a pre-approval divestiture in either the
NBCO or bankruptcy context. Therefore, we deny their request here.
65 In its waiver requests, Reorganized Tribune states that the grant of permanent waivers “would permit a subsequent
sale of those properties in tandem.” See, e.g. Application for Consent to Assignment filed by WGN Continental
Broadcasting Company, Debtor-in-Possession, File No. BALCDT-20100248AEL, Exhibit 16, at 123. This is an
incorrect interpretation of the Commission’s rules and waiver policy. Any time there is a substantial change in
ownership requiring the filing of a “long-form” transfer or assignment application, all multiple- or cross-ownership
waivers must be resubmitted to the Commission by the proposed new owners. K .Rupert Murdoch, Memorandum
Opinion and Order, 21 FCC Rcd 11499, 11500 (2006). The one exception is for an assignment of license or transfer
of control to heirs or legatees by will or intestacy, if no new or increased concentration of ownership would be
created among commonly owned, operated or controlled media properties. See 47 C.F.R. § 73.3555, Note 4.
66 WGN-TV Application, Exhibit 16 at pp. 58-94; KTLA(TV) Application, Exhibit 16 at 49-83; WSFL-TV
Application, Exhibit 16 at 44-79; WPIX-TV Application, Exhibit 16, at 42-77; WTIC-TV Application, Exhibit 16,
at 50-58; see also March 2012 Amendments WGN-TV Application, Exhibit 16, at 5-14; KTLA(TV) Application,
Exhibit 16, at 5-13; WSFL-TV Application, Exhibit 16, at 5-14; WPIX-TV Application, Exhibit 16, at 5-13; WTIC-
TV Application, Exhibit 16, at pp. 5-13. Reorganized Tribune reiterates these arguments in its September Reply.
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affairs programming. For example, Reorganized Tribune states that WSFL-TV broadcasts 20 hours per
week of self produced local news and works jointly with the Sun Sentinel to produce more news than
either could produce alone.67 Reorganized Tribune provides data for all of the combined properties and
claims that their accomplishments would be in jeopardy should the combination be dissolved.68 In each
case, Reorganized Tribune argues that marketplace conditions make it highly unlikely that a qualified
buyer could be found who would pay market price for the properties in a forced divestiture situation.69
Reorganized Tribune further argues that, even if such a buyer could be found, it is highly unlikely that the
buyer would undertake to produce the extensive news operations that Tribune currently maintains at the
combined properties absent the synergies between the print and broadcast operations that are currently
present at those properties.70
29.
For all of the markets, Reorganized Tribune argues that the case for a permanent waiver
is at least as compelling as other situations in which the agency has granted such relief.71 Reorganized
Tribune argues that the Commission granted those past waivers inter alia, because of the length of time
the combinations at issue had been in existence and the uncertainty surrounding the status of the NBCO
Rule, both of which it argues are applicable to each of the properties in this proceeding. In the various
applications, Reorganized Tribune lays out the facts relevant to support its contention that the markets at
issue are highly diverse and competitive both in terms of the number and types of voices that are relevant
to compliance with our rules, and in terms of other indicia of diversity and competition, such as the
number of multichannel video program providers and consumers’ broadband usage, that Reorganized
Tribune contends should be considered as part of viewpoint diversity.72 Reorganized Tribune updated
this information on May 11, 2012.73
30.
Reorganized Tribune provides detailed information about each of the media markets in
which it seeks waivers. It states that in New York City, the number one ranked DMA in the country, the
combination of WPIX(TV), which is not a top-four station, and Newsday would leave more than eight
independently owned television voices in the market and several daily newspapers.74 In Los Angeles, the
number two ranked DMA in the country, Reorganized Tribune states that the combination of KTLA(TV),
which also is not a top-four station, and the LA Times would leave more than eight independently owned


67 WSFL-TV Application, as amended March 16, 2012, Exhibit 16, at 35-36.
68 WGN-TV Application, Exhibit 16, at 94-98; KTLA(TV) Application, Exhibit 16, at 83-88; WSFL-TV
Application, Exhibit 16, at 79-83; WPIX-TV Application, Exhibit 16, at 77-81; WTIC-TV Application, Exhibit 16,
at 86-90.
69 Id.
70 Id.
71 Citing 2008 Order, 23 FCC Rcd at 2055-56. (Commission granted permanent NBCO waivers in four markets to
Gannett and Media General.) See also, Fox Television Stations, Declaratory Ruling, 8 FCC Rcd 5341
(1993)(Commission granted permanent NBCO waiver to Fox Television Stations so that a subsidiary of its parent
company could acquire the New York Post out of bankruptcy.)(“Fox/WNYW”).
72 See, e.g. Application of KTLA(TV), File No. BALCDT-20100428ADV, as amended March 16, 2012, Exhibit 16,
at 61-80.
73 See, e.g. Application of KTLA(TV), File No. BALCDT-20100428ADV, as amended May 11, 2012, Exhibit 16A,
16B.
74 WPIX Application, Exhibit 16, Attachment 4, Report on the New York, NY Media Market, Mark D. Fratrik, Ph.D.,
Vice President, BIA Advisory Services, February 26, 2010.
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television voices in the market and multiple daily newspapers.75 In Miami-Ft. Lauderdale, the
seventeenth ranked DMA in the country, the combination of WSFL(TV), which is not a top-four station,
and the South Florida Sun-Sentinel would leave more than eight independently owned television voices in
the market and more than one daily newspaper.76 In Hartford-New Haven, Connecticut, the 30th ranked
DMA, Tribune currently owns WTIC-TV, Hartford, Connecticut; WCCT-TV, Waterbury, Connecticut;
and the Hartford Courant. WTIC-TV is ranked in the top-four stations in the market, and seven
independently owned and operated television voices would remain in the market following the
assignment. WCCT-TV, however, is operating pursuant to a failing station waiver and is receiving a new
failing station waiver in this proceeding.77 Furthermore, there is more than one daily newspaper
published in the market. Reorganized Tribune states that in Chicago, the third ranked DMA and the third
largest media market in the country, there are 16 full power television stations with 13 separate owners,
166 commercial and noncommercial radio stations, and 23 daily newspapers.78 In addition, WGN-TV, a
CW affiliate, is not usually a top four-ranked station in the market.79
31.

Discussion.

We find that Reorganized Tribune has not shown that permanent waivers of
the NBCO Rule in New York, Los Angeles, Miami, or Hartford-New Haven are in the public interest.
When the Commission adopted the 1975 Rule, it held that the public interest standard in Section 309(d)
of the Communications Act encompasses many factors, including “the widest possible dissemination of
information from diverse and antagonistic sources.” 80 In order to add to local diversity, the rule
prohibited the creation of new newspaper/broadcast combinations in the same area and the perpetuation of
existing combinations through assignments or transfers to a single party.81 Although the Commission
believed that its goal of achieving diversity was best achieved if the properties were independently
operated by competitors82 it specified four instances in which it would consider permanent and temporary
waivers of the NBCO Rule. The Commission has stated, however, that there is a heavy burden for a party
requesting a permanent waiver of the NBCO Rule83 and has granted a very limited number of such
waivers.84 For the reasons explained below, we do not believe that Reorganized Tribune has shown that
permanent waiver of the NBCO Rule for these four combinations is in the public interest, and we


75 WSFL-TV Application, Exhibit 16, Attachment 4, Report on the Miami-Ft. Lauderdale Media Market, Mark D.
Fratrik, Ph.D., Vice President, BIA Advisory Services, February 26, 2010.
76 Id.
77 Infra paras. 42-54.
78 WGN-TV Application, Exhibit 16, Attachment 4, Report on the Chicago, IL Media Market, Mark D. Fratrik,
Ph.D., Vice President, BIA Advisory Services, February 26, 2010.
79 Id. At the time the application was originally filed, the station was tied for fourth place.
80 Second Report and Order, 50 FCC 2d at 1048 (quoting Associated Press v. United States, 326 U.S. 1, 20 (1945)).
81 Renaissance Communications, 12 FCC Rcd at 11879.
82 Id., citing FCC v. National Citizens Comm. for Broadcasting, 436 U.S. 775, 797 (1978).
83 Renaissance Communications, 12 FCC Rcd at 11884.
84 See Field Communications Corporation, 65 FCC 2d 959, 961 (1977) (grant of waiver in Chicago market);
Application of Hopkins Hall Broadcasting, 10 FCC Rcd 9764, 9766 (declining to grant waiver when doing so would
eliminate one of only three independent voices in small community, and contrasting the local market of 32,000
people to the “major market[s]” of Chicago and New York).); see also, e.g., Fox Television Stations, Inc.,
Declaratory Ruling, 8 FCC Rcd 5341, 5351 (1993) (granting a permanent waiver for a New York licensee); Disney,
11 FCC Rcd at 5890–91, 5892–93 (declining to grant permanent waivers); 2008 Order, 23 FCC Rcd at 2055-56
(granting permanent waivers in four markets to Gannett and Media General).
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therefore deny Reorganized Tribune’s request for permanent waivers in these four markets.
32.
All of these combinations represent properties that Tribune knew were non-compliant
when it acquired them. Tribune acquired the LA Times, Newsday, and the Courant following its merger
with the Times Mirror Company. Under the terms of the 1975 Order, Tribune was permitted to own the
newspaper(s) and the television station in each market, without requesting a waiver, through the end of
the stations’ respective license terms.85 In the case of Hartford, Connecticut, Tribune already owned
WTIC-TV when it acquired the Hartford Courant in June, 2000. At that time, its application to acquire
what was then WTXX(TV) was pending. Tribune ultimately received a temporary waiver permitting the
cross-ownership of the two television stations and the Hartford Courant until the end of the stations’
renewal cycle.86 When it filed the stations’ renewal applications, it requested either permanent waivers or
temporary waivers of the NBCO Rule pending the outcome of the Media Ownership Proceeding, to
permit it to continue holding the newspaper/broadcast combinations.87 Tribune acquired WSFL(TV) as
part of its acquisition of Renaissance Communications Corporation. 88 At that time, Tribune already
owned the South Florida Sun-Sentinel. Tribune received a temporary waiver of the NBCO Rule
permitting the newspaper/broadcast combination to continue pending the outcome of the Media
Ownership Proceeding.
89
33.
Applicants have not demonstrated that changed circumstances compel a different result
than the Commission reached in Tribune I and have not shown that grant of permanent waivers in these
markets is in the public interest. Applicants do not seek waivers under the first three prongs of the 1975
Rule. As a result, they have not provided evidence demonstrating an inability to dispose of a non-
compliant property. Although Applicants state that Tribune unsuccessfully attempted to sell WCCT-TV
for more than six years,90 such a sale would have still left the combination of WTIC-TV and the Hartford
Courant
intact. Applicants also have not demonstrated that the only possible sale is at an artificially
depressed price or that separate ownership of the newspaper and station cannot be supported in the
locality. Applicants have argued that severing the properties would disserve the purpose of the rule, but
they have only made a generalized argument that a “permanent waiver is appropriate when, for whatever
reason, the purposes of the rule would be disserved by divestiture.”91 Applicants assert that another
party, operating one of the properties separately, would not provide the same level of service that
Reorganized Tribune will provide by operating both properties in combination, but they overlook the
1975 Rule’s paramount emphasis on viewpoint diversity. Furthermore, these four properties have been
subject to divestiture since they were acquired by Tribune. We find that Applicants have not


85 1975 Order, 50 FCC 2d at 1046, n.25.
86 Counterpoint Communications, Memorandum Opinion and Order, 20 FCC Rcd 8582 (2005).
87 As in the case of KTLA(TV) and WPIX(TV), Tribune’s request for a permanent waiver of the NBCO Rule for
WTIC-TV and WTXX(TV) is moot.
88 Renaissance Communications, Memorandum Opinion and Order, 12 FCC Rcd 11866 (1997).
89 Renaissance Communications, Letter by Chief, Mass Media Bureau, 13 FCC Rcd 4717 (1998).
90 WCCT-TV Application, Exhibit 16-A at 6; Tribune Opposition to Neil Ellis at 5.
91 WGN-TV Application, Exhibit 16, Request for Cross-Ownership Waiver at 121. The Applicants attempt to rely
on Fox/WNYW, but that case by its own terms was limited to the special circumstances before it. Fox/WNYW, 8
FCC Rcd at 5349. The Commission was concerned that failure to grant the permanent waiver would eliminate
Rupert Murdoch as a bidder before the Bankruptcy Court and would be a real and substantial threat to the financial
viability of the Post. There is no evidence in the record of a similar threat to any of the newspapers at issue here.
There is also no evidence of such a threat in the case of the Chicago combination, but we find that the other factors
we enumerate, see infra paras. 37-40, support the grant of a waiver there.
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demonstrated that application of the rule in these markets would be unduly harsh or would disserve the
purposes of the rule.
34.
To facilitate an orderly disposition of these assets from bankruptcy, we will grant
temporary waivers in these markets under which Tribune must be in compliance with the then-effective
NBCO Rule no later than one year from the release date of this Order. In the alternative, if the
Commission adopts a new NBCO Rule pursuant to the 2011 NPRM, Tribune may seek a waiver of the
new rule by filing a waiver showing within the timeframe applicable to other holders of temporary NBCO
waivers or to licensees whose waiver requests are pending at that time.92 In addition, regardless of the
date by which Tribune must come into compliance or file a waiver showing, we condition these
temporary waivers on Tribune’s compliance with any other requirements the Commission may apply, in
an order pursuant to the 2011 NPRM, to other holders of temporary NBCO waivers or to licensees whose
waiver requests are pending when the Commission adopts a new NBCO Rule or affirms the existing rule.
35.
We believe that a one year temporary waiver is warranted to allow Reorganized Tribune
an opportunity to come into compliance. This approach will facilitate the company’s emergence from
bankruptcy by providing reasonable stability and continuity of operations. On the other hand, by limiting
it to a specific time period, we avoid the concerns of Public Interest Petitioners that we would grant a
temporary waiver that is effectively permanent.93 All of the markets at issue are reasonably large, in two
cases very large, and all are competitive, with multiple broadcast voices and more than one daily
newspaper. With only one exception, none of the combinations at issue includes a top-four station.
Further, all the properties at issue are existing combinations, and the waivers simply preserve the status
quo.
Finally, any potential harm to competition or diversity as a result of the waiver is less likely given
that these assets are competing in diverse, competitive markets. In any event, any potential harm will be
short-term under temporary waivers. As a result, we find that the temporary waivers will strike a
reasonable balance between the goals of facilitating an expeditious resolution of the bankruptcy
proceeding and promoting competition and diversity. Therefore, we believe that the public interest
benefit in granting these temporary waivers will outweigh any potential public interest harm.
36.
The Chicago combination presents a different case. Tribune began publishing The
Chicago Tribune in 1847 and began broadcasting on WGN(AM) in 1924.94 In 1948, it entered the
television market and began broadcasting on WGN-TV.95 This cross-ownership combination was
grandfathered as a result of the 1975 Order.96 In its application, Reorganized Tribune states that
WGN(AM) currently broadcasts two local newscasts each hour during the broadcast day.97 According to
the Applicants, WGN(AM) recently began broadcasting from a new, state-of-the-art news studio facility
adjacent to the Chicago Tribune newsroom.98 Reorganized Tribune claims that the proximity between the


92 Currently, the applicable deadline is 60 days after the Commission releases an order pursuant to the 2011 NPRM.
2006 Quadrennial Regulatory Review – Review of the Commission’s Broadcast Ownership Rules and Other Rules
Adopted Pursuant to Section 202 of the Telecommunications Act of 1996
, MB Docket No. 06-121, Order, DA 12-504
(MB rel. Sept. 17, 2012).
93 Public Interest Petitioners Petition to Deny at 50.
94 Id. at 3-4.
95 Id.
96 Id. at 5-6; Multiple Ownership of Standard, FM & Television Broadcast Stations, Second Report and Order, 50
FCC 2d 1046, aff’d FCC v. Nat’l Citizens Comm. for Broad., 436 U.S. 775 (1978)(“Second Report and Order”).
97 WGN-TV, Application as amended March 16, 2012, Exhibit 16, at 41.
98 Id. at 38.
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radio station and the newspaper facilitates interaction between reporters from the two entities, enhancing
the timeliness and depth of WGN(AM)’s coverage.99 Reorganized Tribune also states that WGN-TV,
which is a CW affiliate, provides 42 hours of local news programming per week, which Tribune asserts is
far more than any of its competitors.100 Reorganized Tribune argues that it is highly unlikely that, if the
properties were separated, any other owners would produce a similar level of news coverage.101 As was
recognized in Tribune I, the Chicago Tribune properties are unique.102 In Tribune I, the Commission
found that the nature of the Chicago market combined with the “uniquely long-term symbiotic
relationship between the broadcast stations and the newspaper” justified the permanent waiver.103 The
Commission agreed with Tribune’s assertion that “myriad public interest benefits [] have resulted over the
almost 60 years of Tribune’s common ownership of WGN-TV, WGN(AM), and the Chicago Tribune in
the Chicago DMA.”104
37.
In this proceeding, Reorganized Tribune has provided evidence that the combination
continues to provide extensive and exemplary news service to the Chicago DMA, and WGN-TV often
out-performs Big Four network-affiliated stations in television news ratings.105 According to the record,
WGN(AM) is an all news station that relies almost entire on locally produced content.106 These two
broadcast properties interact with one of the community’s and the country’s leading newspapers in a long-
standing relationship that predates the cross-ownership rule by nearly three decades.107 Consistent with
the findings in Tribune I, we conclude that the record here continues to show that the Tribune/WGN
combination is unique and long standing and has resulted in public interest benefits over decades.108 The
combined entity has played a key role in the news and information culture of Chicago over generations in
a manner that is not likely to be replicated by separate ownership of these two properties. Because of the
investment that would be required109and the difficulty of replicating the distinctive character of this
combination in the Chicago community, we find it unlikely that divestiture of the entities to separate new
owners would enhance the public interest within the Chicago community. When it adopted the 1975


99 Id. at 42.
100 Id. at 40.
101 Id. at 97.
102 Tribune I, 22 FCC Rcd at 21277.
103 Id.
104 Application BTCCT-20070501AGE, Transferee’s Exhibit 18 (Request for Waiver) at 30.
105 WGN-TV Application, Exhibit 16, as amended March 16, 2012 at 41.
106 Id. at 4–42.
107 Id. at 36–58. The Public Interest Petitioners and Reorganized Tribune take opposing positions on whether the
Commission’s Report on The Information Needs of Communities, available at http://transition.fcc.gov/osp/inc-
report/The_Information_Needs_of_Communities.pdf, does or does not support the position that
broadcast/newspaper combinations can produce synergies that are beneficial to the public interest. 2012 Supplement
at 2-3; see, e.g. KTLA-TV Application, as amended March 16, 2012, Exhibit 16 at 31. The Report offers a global
view regarding the current issues facing media outlets engaged in news and public affairs reporting. In this case, the
record demonstrates that the Chicago combination has produced substantial public benefits.
108 The Public Interest Petitioners raise allegations regarding Tribune’s use of Journatic, LLC to outsource news
gathering on its website and its suburban newspapers. 2012 Supplement at 4. Tribune states that it is investigating
Journatic, LLC’s editorial practices and has indefinitely suspended its use of Journatic, LLC. 2012 Reply at 3.
Thus, we do not find the allegations regarding Journatic, LLC relevant to our review.
109 WGN-TV Application, Exhibit 16, as amended March 16, 2012 at 97.
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Rule, the Commission considered whether to require the break-up of pre-1975 combinations. The
Commission recognized that many combinations that predated the rule had a long record of service to the
public and that a “mere hoped for gain in diversity” was not enough to disturb the combinations.110 The
same reasoning applies to the Chicago combination, which has consistently maintained high levels of
public service that has resulted, at least in part, from the benefits of combined ownership. As the
Supreme Court recognized in affirming the 1975 Rule, “the Commission has consistently acted on the
theory that preserving continuity of meritorious service furthers the public interest, both in its direct
consequence of bringing proven broadcast service to the public, and in its indirect consequence of
rewarding-and avoiding losses to licensees who have invested the money and effort necessary to produce
quality performance.”111
38.
We further find that Reorganized Tribune has met the burden set by our precedent for
justifying a permanent waiver of the NBCO Rule.112 The Commission has never set out bright-line rules
for applying the fourth exception to the NBCO Rule for good reason: the very point of a catch-all
exception is to deal with unforeseen circumstances without arbitrary strictures. Although the
Commission has previously granted waivers where an applicant with a prior ownership interest sought to
re-acquire control of a property that had fallen into financial distress,113 the Commission has not stated
that this is the only context in which a waiver under the fourth prong would be justified. The
Commission repeatedly has considered the size and diversity of the market at issue as one of the factors in
considering whether the purposes of the NBCO Rule would be served or disserved by its application in
each case.114 We are also free to consider other “unique or special circumstances” in reaching our
decision,115 such as Tribune’s unique relationship to Chicago, and its history of service that the record
indicates is unlikely to be duplicated if the properties are broken apart.


110 1975 Order, 50 FCC Rcd at 1078.
111 FCC v. Nat'l Citizens Comm. for Broad., 436 U.S. 775, 805(1978); see also id. at n.24 (“We agree with the
Court of Appeals that ‘[p]rivate losses are a relevant concern under the Communications Act only when shown to
have an adverse effect on the provision of broadcasting service to the public.’ Private losses that result in
discouragement of investment in quality service have such an effect.”) (citation omitted). The Commission reached
a contrary result in Disney, 11 FCC Rcd 5891, 5895 (1996) (rejecting argument that improved news coverage,
operating expertise, and operating efficiencies justified a waiver because Commission considered and rejected
similar arguments when it adopted the 1975 Rule). In contrast with our analysis in this case, however, the
Commission in Disney did not consider the uniqueness of the combination, and as the applications at issue there
were not necessitated by bankruptcy, the exigencies of facilitating the applicant’s emergence from bankruptcy was
not a factor in the Commission’s decision.
112 Disney, Memorandum Opinion and Order, 11 FCC Rcd 5841, 5887 (1996)); see also Application of Hopkins
Hall Broadcasting, Inc. and Shelbyville Publishing Co., Inc.
, Memorandum Opinion and Order, 10 FCC Rcd 9764,
9766 (1995)).
113 See Field Communication, 65 FCC 2d at 961; Fox/WNYW, 8 FCC Rcd at 5349-50.
114 See Application of Hopkins Hall Broadcasting, 10 FCC Rcd at 9766 (stating that “[i]n analyzing the impact of a
waiver [of the NBCO rule] on competition and diversity, it is necessary to first determine the relevant market,”
declining to grant waiver when doing so would eliminate one of only three independent voices in small community,
and contrasting the local market of 32,000 people to the “major market[s]” of Chicago and New York); see also,
e.g.
, Fox Television Stations, Inc., Declaratory Ruling, 8 FCC Rcd 5341, 5351 (1993) (granting a permanent waiver
for a New York licensee, and “focus[ing] upon those media voices available in the city of New York which are
responsive to the local problems and needs of the residents there”); Disney, 11 FCC Rcd at 5890–91, 5892–93
(declining to grant waivers where Applicants failed to analyze the effects of the proposed combinations on the
communities of license, which were smaller than the DMAs the Applicants used as the basis for their analysis.)
115Disney, 11 FCC Rcd at 5888 (1996).
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39.
In this case, Reorganized Tribune has shown that the Chicago combination is likely to
continue to produce the public interest benefits that formed the basis of prior permanent waivers in that
market.116 Permitting the combination to continue would enable Reorganized Tribune to provide the
same benefits to the public in the future. As a result, we find that breaking up these properties would
disserve the goals of the 1975 Rule, and strict adherence to the rule therefore is inconsistent with the
public interest. Further, a waiver will not harm competition and diversity, because Chicago is already a
vibrant and diverse market served by numerous media outlets.117
40.
Accordingly, we grant a permanent waiver to Reorganized Tribune in Chicago to permit
it to own WGN(AM), WGN-TV, and the Chicago Tribune. We deny the requested permanent and
temporary NBCO waivers sought by Reorganized Tribune in the other markets. Instead, we grant
Reorganized Tribune temporary waivers in those markets that require it to come into compliance with the
NBCO Rule no later than one year from the release date of this Order. In the alternative, if the
Commission adopts a new NBCO Rule pursuant to the 2011 NPRM, Reorganized Tribune may seek a
waiver of the new rule by filing a waiver showing within the timeframe applicable to other holders of
temporary NBCO waivers or to licensees whose waiver requests are pending at that time.118 In
addition, regardless of the date by which Reorganized Tribune must come into compliance or file any
waiver showing, we condition these temporary waivers on Reorganized Tribune’s compliance with any
other requirements the Commission may apply, in an order pursuant to the 2011 NPRM, to other holders
of temporary NBCO waivers or to licensees whose waiver requests are pending when the Commission
adopts a new NBCO Rule or affirms the existing rule.

IV.

THE FAILED AND FAILING STATION WAIVERS

41.
In the transfer applications for WTIC-TV, Hartford, Connecticut, and WCCT-TV,
Waterbury, Connecticut, the Applicants request a “failed” station or, in the alternative, a continuing
“failing” station waiver of section 73.3555(b)(2) of the Rules,119 the television duopoly rule, to permit the
joint ownership of the stations. WTIC-TV and WCCT-TV are both located in Hartford-New Haven,
Connecticut DMA, and WCCT-TV currently operates pursuant to a “failing” station waiver.120 Ellis and
the Public Interest Petitioners oppose the Applicants’ request for a “failing” station waiver. For the


116 Tribune I, 22 FCC Rcd at 21278.
117 In their 2012 Supplement, the Public Interest Petitioners contend that forced divestiture could provide an
opportunity for minority ownership and better service to underserved communities. 2012 Supplement at 2. Section
301(d) confines our review of a transfer of control application to consideration of only the qualifications of the
proposed transferee and does not permit us to consider whether a different transferee might better serve the public
interest.
118 Currently, the applicable deadline is 60 days after the Commission releases an order pursuant to the 2011 NPRM.
2006 Quadrennial Regulatory Review – Review of the Commission’s Broadcast Ownership Rules and Other Rules
Adopted Pursuant to Section 202 of the Telecommunications Act of 1996
, MB Docket No. 06-121, Order, DA 12-504
(MB rel. Sept. 17, 2012).
119 47 C.F.R. § 73.3555(b)(2).
120 Tribune has twice received a “failing” station waiver permitting the duopoly at issue. Counterpoint
Communications Inc
., Memorandum Order and Opinion, 16 FCC Rcd 15044 (2001); Shareholders of Tribune Co.,
Memorandum Opinion and Order, 22 FCC Rcd 21266 (2007). Like all ownership waivers, this waiver must be re-
evaluated in the context of a long-form change of control application. See K. Rupert Murdoch, Memorandum
Opinion and Order, 21 FCC Rcd 11499, 11500 (2006).
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reasons stated below, we grant the continuing “failing” station waiver. 121
42.
Under section 73.3555(b)(2) of the Rules currently in effect,122 two television stations
licensed in the same DMA that have Grade B123 overlap 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.124 At the time the applications were filed, WTIC-TV and WCCT-
TV were ranked fourth and sixth, respectively, in the Hartford DMA,125 and therefore the first criterion is
satisfied. However, the Hartford-New Haven DMA does not have eight independently owned and
operated full-power television voices. Therefore, the Applicants are requesting a waiver on the basis that
WCCT-TV is a “failing” station.126
43. The Commission’s Local Ownership Order established the criteria for a waiver of the
television duopoly 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.” 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. “A waiver is more
likely to be granted where one…of the stations has had a negative cash flow for the
previous three years;”
c) The merger will produce public interest benefits. “A waiver will be granted where
the applicant demonstrates that the tangible and verifiable public interest benefits of
the merger outweigh any harm to competition and diversity;” 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.127
If the Applicant satisfies each criterion, a waiver of the rule will be presumed to be in the public interest.


121 As we are granting the “failing” station waiver request, there is no need to discuss the merits of the “failed”
station waiver request with regard to the WTIC-TV and WCCT-TV duopoly.
122 47 C.F.R. § 73.3555(b)(2).
123 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.
124 47 C.F.R. § 73.3555(b)(2).
125 WCCT-TV Application, Exhibit 16-A, Request for Waiver of Section 73.3555(b) of the Commission’s Rules at
2.
126 See 47 C.F.R. § 73.3555, Note 7(2); See also Review of the Commission’s Regulations Governing Television
Broadcasting, Report and Order,
14 FCC Rcd 12903, 12938-40 (1999)(“Local Ownership Order”), recon. granted
in part
, 16 FCC Rcd 1067 (2001).
127 Local Ownership Order, 14 FCC at 12939.
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44. As for the first criterion, the Applicants provide a table showing WCCT-TV’s Nielsen all-day
audience share figures for February 2008, March 2009,128 and February 2010. The table shows that
WCCT-TV’s all-day audience shares were as follows: February 2008 – 1.6%; March 2009 – 1.6%; and
February 2010 - 1.7%.129 Furthermore, the Applicants state that “these numbers are not an aberration, but
rather a continuation of an ongoing trend.”130 The Applicants explain that in 2001, when the Commission
first granted a “failing” station waiver for WCCT-TV, WCCT-TV’s all-day audience share was 2%
during the relevant 3-year period, and in 2007, when the Commission again granted a “failing” station
waiver for WCCT-TV, WCCT-TV averaged a 2.3% share for the 12 month period preceding the waiver
request.131
45. With respect to WCCT-TV’s financial condition, the Applicants submit financial data to
demonstrate negative cash flow for the station for 2007-2011.132 The Applicants explain that WCCT-
TV’s negative cash flow is “due to difficulties generating revenue and significant capital expenditures
associated with compliance with the mandated digital transition.”133 Moreover, the Applicants state that
WCCT-TV’s “recent financial data [is] part of an ongoing trend,” and that WCCT-TV’s cash flow
difficulties go back prior to Tribune’s acquisition of the station in 2001 from Counterpoint
Communications.134 Finally, the Applicants assert that “Tribune’s overall poor health and pending
bankruptcy reinforce the financial challenges that [WCCT-TV] faces today.”135
46. The Applicants contend that grant of the waiver will produce tangible and verifiable public
interest benefits without harming diversity. They state that common ownership of WTIC-TV and WCCT-
TV “has produced significant benefits with respect to [WCCT-TV]’s programming and facilities,” and
note that WCCT-TV “struggled before it was acquired by Tribune, did not produce its own local news
programming, and provided little local public interest programming at all.”136 The Applicants explain
that Tribune has invested steadily in WCCT-TV’s local programming and has spent approximately $2.8
million dollars to upgrade the station’s facilities.137 They assert that “an independent [WCCT-TV] would


128 The Applicants explain that “Because of issues related to the changing deadline of the 2009 transition from
analog to digital broadcasting in non-LPM markets, there was no February 2009 sweep. Non-LPM markets had a
March 2009 sweep.” WCCT-TV Application, Exhibit 16-A, Request for Waiver of Section 73.3555(b) of the
Commission’s Rules at n.93.
129 Id. at 19.
130 Id. at 20.
131 Id.
132 The Applicants requested confidential treatment for this information and we granted a protective order. In the
Matter of Applications of Tribune Company
, Order, 26 FCC Rcd 2011 (2011).
133 WCCT-TV Application, Exhibit 16-A, Request for Waiver of Section 73.3555(b) of the Commission’s Rules at
20.
134 Id. at 21 (citing Counterpoint Communications Inc., Memorandum Opinion and Order, 16 FCC Rcd 15044,
15046 (2001) (Counterpoint Communications had consistent negative cash flow from operations prior to selling the
station to Tribune).
135 Id.
136 Id. at 22.
137 Id.
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be unable to survive and be a meaningful ‘voice’ in the market.”138 The Applicants also list the public
interest benefits that have resulted from the combined ownership of WTIC-TV and WCCT-TV, which
include: the simulcasting of 9.5 hours per week of WTIC-TV’s local news programming on WCCT-
TV;139 public affairs programming addressing local and state political issues on WCCT-TV, as well as
other matters of concern to area residents; and enabling WTIC-TV and WCCT-TV to cover more news
developments throughout a wider area, including Waterbury and the larger Naugatuck Valley.140 Finally,
Applicants note that “Tribune’s Hartford television properties are also deeply involved in the local
community service projects throughout market,” such as Camp Courant, “the nation’s largest free day
camp for economically disadvantaged children.”141
47. In regard to the fourth criterion, the Applicants refer to Tribune I142 where the Commission
found that Tribune’s efforts to sell WCCT-TV were unsuccessful and state that “[t]oday, it is even less
likely that Tribune could find a purchaser for [WCCT-TV].”143 The Applicants explain that Tribune
expended extensive resources between April 2000 through late 2006, including engaging a broker and an
affiliated investment firm and researching for parties that might be interested in purchasing or swapping
WCCT-TV.144 The Applicants state that “Although Tribune distributed information and solicitations
numerous times, it was unable to find a buyer for [WCCT-TV].”145 The Applicants conclude that the
“current economic conditions render it extremely unlikely that Tribune could sell the station today or that
the station would be viable as a stand-alone property,”146 and therefore “the Commission should find that
Tribune satisfies this element ….”147
48. Moreover, the Applicants rely on a report, dated February 26, 2010, by Mark R. Fratrik,
Ph.D., Vice President of BIA Advisory Services, LLC, a financial consulting firm specializing in the
appraisal and fair market value of broadcasting, cable, and telecommunication properties, to satisfy the
fourth criterion.148 Dr. Fratrik concludes that, “Given the present anemic state of the local television sales
market, we see it as even less likely than before that any company would commit the investment to
purchase this station and operate it independently and highly unlikely that it could obtain financing to do
so.”149 Furthermore, Dr. Fratrik states that WCCT-TV “would be unable to survive if it were forced to


138 Id.
139 WCCT-TV Application, Exhibit 16A, March 2012 Supplement for Cross-Ownership Waiver at 17.
140 WCCT-TV Application, Exhibit 16-A, Request for Waiver of Section 73.3555(b) of the Commission’s Rules at
23-24.
141 Id. at 25.
142 22 FCC Rcd 21266.
143WCCT-TV Application, Exhibit 16-A, Request for Waiver of Section 73.3555(b) of the Commission’s Rules at 6.
144 Id.
145 Id.
146 Id. at 25.
147 Id. at 6.
148 Id. at Attachment B, Statement of Mark R. Fratrik, Ph. D, Vice President of BIA Advisory Services, LLC “An
Analysis of the Competitive and Diversity Impact of the Duopoly of WTIC-TV and [WCCT-TV] in the Hartford-
New Haven, CT Television Market” (February 26, 2010) (“BIA Duopoly Report”).
149 BIA Duopoly Report at i.
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operate separately.”150 Finally, Dr. Fratrik concludes that “in order to provide the greatest amount of and
highest quality local diverse programming to Hartford-New Haven, Connecticut market, this local
duopoly should be allowed to continue.”151
49. Furthermore, the Applicants submit a sworn declaration by Brian Byrnes, president of Media
Advisors, Inc., a media and brokerage consulting firm, who was extensively involved in Tribune’s efforts
to sell WCCT-TV between September 2001 and September 2006. 152 Mr. Brynes states that since
Tribune’s last efforts to sell WCCT-TV, “the market for selling local television stations has declined
significantly” due to the economic downturn.153 According to Mr. Brynes, the economic downturn led (1)
to declines in advertising revenues and to uncertainty in future revenue growth, making it difficult for
parties to agree on a value of a television property and for sellers to recoup their investment and (2) to the
scarcity of lenders willing to fund the acquisition of local television stations.154 Mr. Byrnes further
explains that “[t]he depressed state of the market for local television stations has significantly limited the
prospects for sales of stations with secondary affiliations, such as CW.”155 Mr. Byrnes concludes he does
not “believe there is any likelihood that [WCCT-TV], [a CW affiliate], could be sold today to an out-of-
market buyer for a price that would represent anything but a significant loss.”156
50. Both Ellis and the Public Interest Petitioners oppose the applicant’s request for a “failing”
station waiver to permit the joint ownership of stations WCCT-TV and WTIC-TV. Both parties
challenge the waiver request as to the fourth criterion and claim that the Applicants have not made “a
showing that the in-market buyer is the only ready, willing and able to operate the stations [or] that sale to
an out-of-market applicant would result in an artificially depressed price.”157 Furthermore, both Public
Interest Petitioners and Ellis argue that the Applicants have not provided an adequate affidavit from an
independent broker stating that active and serious attempts have been made to sell the station and that a
reasonable offer from an entity outside the market has not been received.158
51.
Based on the showings submitted under the “failing” station waiver criteria established in
the Local Ownership Order, we are persuaded that grant of a waiver is warranted on the grounds that
WCCT-TV is a “failing” station. Specifically, the Applicants demonstrate that WCCT-TV has a low
audience share that has not even approached 4% during the relevant period. In addition, the financial
documents submitted by the Applicants show that the station has consistently had a poor financial
condition and continues to do so. Furthermore, the financial documents demonstrate that WCCT-TV is


150 Id.
151 Id.
152 WCCT-TV Application, Exhibit 16-A, Request for Waiver of Section 73.3555(b) of the Commission’s Rules,
Attachment A, Declaration of Brian Byrnes, President, Paramount Media Advisors, Inc. (April 26, 2010) (“Byrnes
Declaration”).
153 Id. at 2.
154 Id.
155 Id.
156 Id. at 5.
157 Public Interest Petitioners Petition to Deny at 42 (citing 47 C.F.R. §73.3555, Note 7); Ellis Petition to Deny at 4.
158 Public Interest Petitioners Petition to Deny at 43 (citing Local Ownership Order at 12937, n.133); Ellis Petition
to Deny at 4.
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failing to such an extent that its ability to be a viable voice in the Hartford-New Haven market will be
severely hampered absent the waiver. In spite of these problems, Tribune has made substantial efforts to
make WCCT-TV a strong news presence in the market, in Waterbury in particular, and has expanded
local programming.159 In addition, Tribune has made substantial investments in the physical facilities of
WCCT-TV. We believe that these efforts have had substantial public interest benefits.
52.
Based on the record presented here, we find that the Applicants have demonstrated that
Reorganized Tribune is the only reasonably available candidate willing and able to acquire and operate
WCCT-TV and that selling the station to an out-of-market buyer would result in an artificially depressed
price. As instructed by Note 7 of the Commission’s local television ownership rule, a station’s
qualification for a “failing” station waiver is reviewed on a “case-by-case basis.”160 Although both Public
Interest Petitioners and Neil Ellis object on the grounds that the Applicants have not satisfied the fourth
criterion, we find that given the unique situation and based on the totality of the circumstances, the
Applicants have made an adequate showing. The Commission last granted Tribune a “failing” station
waiver for station WCCT-TV in 2007,161 and Tribune subsequently assigned the license to debtor-in-
possession status, subject to the jurisdiction of the Bankruptcy Court, in 2008,162 approximately one year
after receiving the “failing” station waiver. This application, therefore, marks Reorganized Tribune’s exit
from bankruptcy,163 and consequentially, the waiver request is for a continuing failing station waiver, as
opposed to the creation of a new combination. Although we would not ordinarily accept predictive
judgments by brokers or analysts in this context absent recent, unsuccessful efforts to sell, the
circumstances here are unusual. The Applicants document unsuccessful, active efforts to sell WCCT-TV
over an extended period between 2001 and 2006164– a period that enjoyed considerably better economic
conditions than the present. In this case, given the expert opinions marshaled by Reorganized Tribune
concerning the likelihood of sale to an out-of-market buyer in these deteriorated conditions, 165 we believe
it is appropriate for us to accept as well founded the Applicants assertion that sale of WCCT-TV at
anything other than a significantly depressed price, 166 is highly unlikely.167
53. Consistent with the Local Ownership Order, we find that continued combined operations of


159 WCCT-TV Application, Exhibit 16-A, Request for Waiver of Section 73.3555(b) of the Commission’s Rules at
23-25.
160 47 C.F.R. § 73.3555, Note 7.
161 Tribune I, 22 FCC Rcd 21279 – 81.
162 File No. BALCT - 20081217AFE (granted December 24, 2008).
163 See Ion Media Networks at 14582 (“We agree … that given the economic climate and ION’s exit from
bankruptcy, obtaining financing for capital investments would be difficult.”)
164 WCCT Application, Exhibit 16-A, Request for Waiver of Section 73.3555(b) of the Commission’s Rules at 6 –
7, n.22.
165 BIA Duopoly Report at i; Byrnes Declaration at 2; See also BIA/Kelsey, Investing in Television Market Report
2012,
2nd Edition.
166 Byrnes Declaration at 5.
167 See Ltr. from Barbara A. Kreisman, Chief, Video Division, Media Bureau to Freedom Broadcasting of New York
Licensee, L.L.C
., 27 FCC 2498, 2500 (Vid. Div. 2012) (The fourth prong of the failing station waiver standard was
supported by a broker’s opinion that “based on the station’s financial history, the history of the attempts to sell
Freedom, the significant expenditures required to operate the station on a stand-alone basis, the current economic
and competitive environment, and his own experience, that it is unlikely that an out-of-market buyer would be
interested in purchasing WCWN(TV) on a stand-alone basis.”)
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WTIC-TV and WCCT-TV will pose minimal harm to our diversity and competition goals because
WCCT-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 coverage, will benefit the public interest. Therefore, we will grant
the “failing” station waiver for station WCCT-TV, Waterbury, CT.

V.

THE SATELLITE WAIVER

54.
The Applicants have requested a continuing satellite exception to the local ownership
rule168 permitting common ownership of WTTV(TV), Bloomington, Indiana,169 and WTTK(TV),
Kokomo, Indiana. WTTK(TV) currently operates as a satellite of WTTV(TV). Both stations are located
in the Indianapolis, Indiana, DMA and broadcast the CW network. Tribune has twice received a satellite
exception permitting the combination at issue.170 Like all ownership waivers, this waiver must be re-
evaluated in the context of a long-form transfer of control or assignment application.171 The Applicants
request for a continuing satellite waiver is unopposed. For the reasons stated below, we find that grant of
the satellite waiver permitting common ownership of WTTK(TV) and WTTV(TV) is in the public
interest.
55.
In Television Satellite Stations,172 the Commission established the requirement that all
Applicants seeking to transfer or assign satellite stations justify continued satellite status by
demonstrating compliance with a three-part "presumptive" satellite waiver standard applicable to new
satellite stations. The presumptive satellite exemption is met if the following three public interest criteria
are satisfied: (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.173 If an applicant does not
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.174
56.
With respect to the first criterion, we note that, following the digital transition, full-power


168 See 47 C.F.R. § 73.3555, Note 5.
169 WTTV(TV) and WTTK(TV) will also be under common ownership with another station, WXIN(TV),
Indianapolis, Indiana, which is also in the Indianapolis, Indiana DMA. Applicants correctly state that the
WTTV(TV) and WXIN(TV) duopoly complies with the provisions of the local ownership rule, 47 C.F.R.
§73.3555(b). File No. BALCDT-20100428ADX, Exhibit 16, Request for Continuation of Satellite Status at n.3.
170 Counterpoint Communications Inc., Memorandum Order and Opinion, 16 FCC Rcd 15044 (2001); Shareholders
of Tribune Co.
, Memorandum Opinion and Order, 22 FCC Rcd 21266 (2007).
171 See K. Rupert Murdoch, Memorandum Opinion and Order, 21 FCC Rcd 11499, 11500 (2006).
172 Television Satellite Stations Review of Policies and Rules, Report and Order, 6 FCC Rcd 4212 (1991)
(subsequent history omitted)(“Television Satellite Stations”).
173 Id. at 4213-14.
174 Id. at 4214; Tribune I , FCC Rcd 21281 - 83(satellite waiver granted on an ad hoc basis); Ion Media Network
Liquidating Trust
, Memorandum Opinion and Order, 24 FCC Rcd 14579 (MB 2009) (satellite waiver granted on an
ad hoc basis); Selenka Communications, LLC, Memorandum Opinion and Order, 25 FCC Rcd 278 (MB 2009)
(satellite waiver granted on an ad hoc basis).
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television stations have a digital Principal Community contour that serves a much larger area than their
former analog City Grade contour. 175 Prior to the digital transition, WTTK(TV)’s City Grade contour did
not overlap with that of its parent, WTTV(TV). 176
57.
With respect to the second criterion, the Applicants’ showing employs the Commission’s
“transmission test” in order to show that the proposed satellite community is underserved. Under the
“transmission test,” a proposed satellite community of license is considered underserved if there are two
or fewer television stations already licensed to it.177 WTTK(TV) is the only full-service station licensed
to Kokomo, Indiana.
58.
Regarding the third criterion, an applicant must show that no alternative operator is ready
and able to construct, or to purchase and operate, the proposed satellite as a full-service station.178
Initially, we note that the Applicants do not make a showing based upon efforts to sell station
WTTK(TV), as Tribune is exiting bankruptcy. Rather, they argue that WTTK(TV) is unlikely to be
viable as a stand-alone station.179 Furthermore, Applicants note that WTTK(TV) has been on the air since
1988 and has been operated continuously as a satellite of WTTV(TV) since that time and that on five
separate occasions the Commission has approved the transfer of WTTK(TV) as a satellite of
WTTV(TV).180
59.
In support of the assertion that WTTK(TV) is not viable as a stand-alone station, the
Applicants state that WTTK(TV) faces numerous obstacles to successful operation as a stand-alone
station. The Applicants rely on a report, dated February 26, 2010,181 and a supplemental statement, dated
May 2012,182 by Mark R. Fratrik, Ph. D., Vice President of BIA Advisory Services, LLC. Dr. Fratrik
concludes that “full-service, independent television operations for WTTK(TV) would be extremely
unlikely to be economically viable.”183 Dr. Fratrik explains that “advertising revenues in the Indianapolis
market will not be sufficient to support an additional full service station under current or forecast[ed]
conditions.”184 Since the Commission last approved WTTK(TV)’s satellite status in 2007, the Fratrik
Supplemental Statement maintains, there has been a 7.2% decrease in over-the-air advertising revenues in


175 Applicants provide WTTV(TV) and WTTK(TV)’s digital service contours. File No. BALCDT-20100428AED,
Exhibit 16A: June 2010 WTTV(TV)/ WTTK(TV) Contour Maps at 2 (“WTTV and WTTK Application”).
176 Id. at 1.
177 Television Satellite Stations, 6 FCC Rcd at 4215.
178 Id.
179 Tribune I , 22 FCC Rcd at 2182-83(satellite waiver granted based in part upon showing that station is unlikely to
be viable as a stand alone station); Ion Media Network Liquidating Trust, 24 FCC Rcd 14579 (satellite waiver
granted based in part upon showing that station is unlikely to be viable as a stand alone station); Ks Family
Television, Inc.
, 12 FCC Rcd (MB 1997) (satellite waiver granted based in part upon showing that station is unlikely
to be viable as a stand alone station).
180WTTV and WTTK Application, Exhibit 16, Request for Continuation of Satellite Status at 2.
181 WTTV and WTTK Application at Attachment 1, Statement of Mark R. Fratrik, Ph. D, Vice President of BIA
Advisory Services, LLC “The Economic Viability of WTTK(TV), Kokomo, Indiana if Operated as a Full-Service
Television Station” (February 26, 2010) (“Fratrik Report”).
182 Id. at Attachment 1, Statement of Mark R. Fratrik, PH. D., Vice President of BIA Advisory Services, LLC (May
2012) (“Fratrik Supplemental Statement”).
183 Id. at 5.
184 Id. at 4.
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the Indianapolis market.185 Next, Dr. Fratrik submits that, as was the case in 2007, a major network
affiliation is not available to WTTK(TV) because the major network affiliates, with the exception of the
Spanish - language networks, are already represented in the Indianapolis market. Dr. Fratrik states that he
does not believe that a Spanish-language network would be successful in Indianapolis as the Hispanic
population is relatively low at 5.2%.186 Thus, as Dr. Fratrik explains, the station would be required to
obtain its programming independently and “[g]iven that there are already a number of stations in the
market airing the most desirable syndicated programming, WTTK(TV) would likely be relegated to airing
‘evergreen’ programming with very limited audience appeal, further hindering its prospects of
success.”187 Moreover, Dr. Fratrik explains that conversion to a stand-alone station would cost
$1,337,629, assuming that WTTK(TV) would not have local news operations,188 and operating costs
would exceed $9.7 million189 Dr. Fratrik therefore concludes that given the revenue and expense
challenges and “in light of the condition of the financial markets, we believe that it is extremely unlikely
that funds would be available to anyone seeking to convert WTTK(TV) to a full-service station and that
any attempt would almost certainly fail.”190 While this analysis is compelling, it does not substantiate
actual efforts to sell the station as a stand-alone facility. It does, however, provide highly credible
evidence that WTTK(TV) is not viable as a stand-alone station.
60.
While the instant request does not satisfy the Commission’s presumptive satellite
exception standard,191 we find that the Applicants have set forth information sufficient to warrant
continued operation of station WTTK(TV) as a satellite under our ad hoc analysis. WTTK(TV) has a
long history of operating as a satellite of station WTTV(TV), and the proposed satellite community is
underserved. Additionally, the Applicants have made a showing that WTTK(TV) is unlikely to be viable
as a full-service station due to the revenue decline of the Indianapolis television market, the station’s
inability to acquire its own network affiliation, and the expense required to convert and to operate
WTTK(TV) as a stand-alone station amidst the current financial market. Furthermore, because this
application marks Reorganized Tribune’s exit from bankruptcy, it may prove difficult in the current
economic environment to raise the capital necessary to convert a satellite station to a stand-alone
station.192 In light of these factors, we find that compelling circumstances warrant grant of a satellite
waiver so that Reorganized Tribune may continue to operate WTTK(TV) as a satellite of WTTV(TV),
and that grant of this waiver would serve the public interest.

VI.

CURRENT RENEWALS

61.
Two Tribune licensees have applications pending before the Commission for renewal of
broadcast licenses. Reorganized Tribune 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. It is Commission policy, in multi-station transactions, to grant transfer of control


185 Id. at Figure 3.
186 Id.
187 Fratrik Report at 9-10.
188 Fratrik Supplemental Statement at 4.
189 Id. at 5.
190 Fratrik Report at 9.
191 6 FCC Rcd 4212, 4212-15.
192 Ion Media Networks at 14582 (“We agree … that given the economic climate and ION’s exit from bankruptcy,
obtaining financing for capital investments would be difficult.”)
26

Federal Communications Commission

DA 12-1858

applications 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.193 We conclude that it is in the public interest to apply this policy to applications for
assignment as well, where, as here, all licenses are being assigned to a single entity as part of a
comprehensive agreement to facilitate the emergence of a multi-station, multi-market licensee from long-
standing bankruptcy proceedings.
62.
We have reviewed the proposed merger, the assignment applications, the petitions to
deny, and related pleadings. We conclude that the assignee is fully qualified to hold the licenses and that
grant of the applications, subject to the conditions set forth herein and with the waivers granted herein,
will serve the public interest, convenience, and necessity.

VII.

ORDERING CLAUSES

63.
ACCORDINGLY, IT IS ORDERED, that the petitions to deny filed by the International
Brotherhood of Teamsters, Neil Ellis, Wilmington Trust Company and jointly filed by Free Press, Media
Alliance, NABET/CWA, the National Hispanic Media Coalition, the Office of Communication of the
United Church of Christ, Inc., and Charles Benton ARE DENIED.
64.
IT IS FURTHER ORDERED that the request by Reorganized Tribune for a permanent
waiver of the newspaper/broadcast cross-ownership rule, 47 C.F.R. § 73.3555(d)(3), to permit the
common ownership of WGN(AM)/WGN-TV and the Chicago Tribune IS GRANTED.
65.
IT IS FURTHER ORDERED that the request by Reorganized Tribune for permanent or
temporary waivers of the newspaper/broadcast cross-ownership rule, 47 C.F.R. § 73.3555(d)(3), to permit
the common ownership of KTLA(TV) and The Los Angeles Times; WPIX(TV) and Newsday; and
WTXX(TV), WTIC-TV and The Hartford Courant ARE DENIED.
66.
IT IS FURTHER ORDERED, that the Transferee’s requests for waiver of the local
television multiple ownership rules, 47 C.F.R. § 73.3555(b)(3), to permit the common ownership of
station WTIC-TV, Hartford, Connecticut and station WCCT-TV, Waterbury, Connecticut, pursuant to
Note 7 of that rule, and to permit satellite operation of station WTTK(TV), Kokomo, Indiana by station
WTTV(TV), Bloomington, Indiana, pursuant to Note 5 of that rule ARE GRANTED.
67.
IT IS FURTHER ORDERED, that the applications for assignment of license for the
stations from Tribune Company, Debtor-in-Possession, and its licensee subsidiaries to Reorganized
Tribune as listed in Exhibit 1 hereto, pursuant to Part 73 of the Commission’s Rules, are GRANTED
SUBJECT TO THE FOLLOWING CONDITIONS:194 In the case of KTLA(TV), Los Angeles, California
(File No. BALCDT- 20100428ADV), WSFL-TV, Miami, Florida (File No. BALCDT-20100428ADY),
WTIC(TV), Hartford, Connecticut (File No. BALCDT- 20100428ADR), WCCT-TV, Waterbury,
Connecticut (File No. BALCDT- 20100428ADX), Reorganized Tribune shall, no later than one year
from the release date of this Order to come into full compliance with the newspaper/broadcast cross-
ownership sections of 47 C.F.R. § 73.3555. In the alternative, if the Commission adopts a new NBCO
Rule in 2010 Quadrennial Regulatory Review-Review of the Commission’s Broadcast Ownership Rules
and Other Rules Adopted Pursuant to Section 202 of the Telecommunications Act of 1996, Promoting
Diversification of Ownership in the Broadcast Services
, MB Docket No. 09-192, 07-294, Reorganized
Tribune may seek a waiver of the new rule by filing a waiver showing within the timeframe applicable to


193 Shareholders of CBS Corporation, l6 FCC Rcd 16072, 16072-73.
194 License assignments listed in Exhibit 1 pursuant to other parts of the Commission’s Rules are being granted
simultaneously by the Wireless and International Bureaus.
27

Federal Communications Commission

DA 12-1858

other holders of temporary NBCO waivers or to licensees whose waiver requests are pending at that time.
In addition, regardless of the date by which Reorganized Tribune must come into compliance or file a
waiver showing, we condition these temporary waivers on Reorganized Tribune’s compliance with any
other requirements the Commission may apply, in the above-referenced 2010 Quadrennial Regulatory
Review
proceeding, to other holders of temporary NBCO waivers or to licensees whose waiver requests
are pending when the Commission adopts a new NBCO Rule or affirms the existing rule.
68.
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).
FEDERAL COMMUNICATIONS COMMISSION
William T. Lake
Chief
Media Bureau
28

Federal Communications Commission

DA 12-1858

Attachment 1

Part 73195

Facilit

File No.

Call Sign

y ID

Prefix

File No. ARN

Service

Community of License

State

Licensee196

TRIBUNE BROADCASTING
WXIN
146
BALCDT
20100428ADU
DT
INDIANAPOLIS
IN
INDIANAPOLIS, LLC, DIP
TRIBUNE BROADCASTING HARTFORD,
WTIC-TV
147
BALCDT
20100428ADR
DT
HARTFORD
CT
LLC, DIP
KRCW-TV
10192
BALCDT
20100428AED
DT
SALEM
OR
KRCW, LLC, DIP
WSFL-TV
10203
BALCDT
20100428ADY
DT
MIAMI
FL
WSFL, LLC, DIP
KTXL
10205
BALCDT
20100428ACL
DT
SACRAMENTO
CA
KTXL, LLC, DIP
WPMT
10213
BALCDT
20100428ADS
DT
YORK
PA
WPMT, LLC, DIP
K20ES
12671
BALTTL
20100428AEE
TX
PENDLETON, ETC.
OR
KRCW, LLC, DIP
K24DX
12678
BALTTL
20100428AEF
TX
PENDLETON, ETC
OR
KRCW, LLC, DIP
WCCT-
TRIBUNE BROADCASTING HARTFORD,
TV197
14050
BALCDT
20100428ADX
DT
WATERBURY
CT
LLC, DIP
KDAF
22201
BALCDT
20100428ADQ
DT
DALLAS
TX
KDAF, LLC, DIP
KIAH
23394
BALCDT
20100428ACS
DT
HOUSTON
TX
KIAH, LLC, DIP
WDCW
30576
BALCDT
20100428ACT
DT
WASHINGTON
DC
WDCW, LLC, DIP
TRIBUNE BROADCASTING SEATTLE,
KCPQ
33894
BALCDT
20100428ACE
DT
TACOMA
WA
LLC, DIP
TRIBUNE BROADCASTING SEATTLE,
K42CM-D
33895
BALTT
20100428ACG
LD
CENTRALIA/CHEHALIS
WA
LLC, DIP
K07ZC-
TRIBUNE BROADCASTING SEATTLE,
D198
33896
BALTTL
20100428ACH
LD
ELLENSBURG/KITTITAS
WA
LLC, DIP
TRIBUNE BROADCASTING SEATTLE,
K25CG-D
33898
BALTT
20100428ACF
LD
ABERDEEN
WA
LLC, DIP
K28KJ-
TRIBUNE BROADCASTING SEATTLE,
D199
33899
BALTTL
20100428ACI
LD
CHELAN
WA
LLC, DIP
KRCW-LP
35151
BALTVL
20100428AEG
TX
PORTLAND
OR
KRCW, LLC, DIP
KPLR-TV
35417
BALCDT
20100428ADH
DT
ST. LOUIS
MO
KPLR, INC., DIP
KTLA
35670
BALCDT
20100428ADV
DT
LOS ANGELES
CA
KTLA, LLC, DIP
KWGN-TV
35883
BALCDT
20100428ACD
DT
DENVER
CO
KWGN, LLC, DIP
TRIBUNE BROADCASTING COMPANY,
WNOL-TV
54280
BALCDT
20100428ADA
DT
NEW ORLEANS
LA
LLC, DIP
TRIBUNE BROADCASTING
WTTV
56523
BALCDT
20100428AEH
DT
BLOOMINGTON
IN
INDIANAPOLIS, LLC, DIP
TRIBUNE BROADCASTING
WTTK
56526
BALCDT
20100428AEI
DT
KOKOMO
IN
INDIANAPOLIS, LLC, DIP
KSWB-TV
58827
BALCDT
20100428ADD
DT
SAN DIEGO
CA
KSWB, LLC, DIP
W42CB-D
64440
BALTT
20100428ACQ
LD
HESPERIA
MI
WXMI, LLC, DIP
W17DF-
D200
64442
BALTT
20100428ACR
LD
MUSKEGON
MI
WXMI, LLC, DIP


195 Since Tribune’s filing of the Exit Applications on April 28, 2010, two translator licenses/ permits that were included in the
Exit Applications have been cancelled. The two licenses/ permits are: 1) W51CY, Chambersburg, PA, Fac. ID. 64680 and (2)
K13ZE, Prineville, OR., Fac. ID. 129666.
196 The below listed entities are subject to consummation of Form 316 transactions granted by the Commission on June 28, 2012.
197 Formerly, WTXX(TV), Waterbury, CT.
198 Formerly, K54DX, Ellensburg/ Kittitas, WA.
199 Formerly, K64ES, Chelan, WA.
200 Formerly, W52DB, Muskegon, MI.
29

Federal Communications Commission

DA 12-1858

WXMI
68433
BALCDT
20100428ACP
DT
GRAND RAPIDS
MI
WXMI, LLC, DIP
TRIBUNE BROADCASTING SEATTLE,
KZJO201
69571
BALCDT
20100428ACM
DT
SEATTLE
WA
LLC, DIP
TRIBUNE BROADCASTING SEATTLE,
K29ED-D
69574
BALTT
20100428ACO
LD
EVERETT
WA
LLC, DIP
TRIBUNE BROADCASTING SEATTLE,
K25CH-D
69575
BALTT
20100428ACN
LD
NORTH BEND
WA
LLC, DIP
WGN CONTINENTAL BROADCASTING
WGN
72114
BAL
20100428AEM
AM
CHICAGO
IL
COMPANY, LLC, DIP
WGN CONTINENTAL BROADCASTING
WGN-TV
72115
BALCDT
20100428AEL
DT
CHICAGO
IL
COMPANY, LLC, DIP
TRIBUNE TELEVISION NEW ORLEANS,
WGNO
72119
BALCDT
20100428ACZ
DT
NEW ORLEANS
LA
INC., DIP
WPHL-TV
73879
BALCDT
20100428ADT
DT
PHILADELPHIA
PA
WPHL, LLC, DIP
WPIX
73881
BALCDT
20100428ADP
DT
NEW YORK
NY
WPIX, LLC, DIP

Earth Station Licenses- Part 25

Transmit/Receive and Temporary-Fixed Earth Station
Licensee:202
File No.:
Call Sign:
Tribune Broadcasting Seattle, LLC
SES-ASG-20120615-00521
E030207
Debtor-In-Possession
SES-ASG-20100504-00521
Tribune Broadcasting Seattle, LLC
SES-ASG-20120615-00540
E050057
Debtor-In-Possession
SES-ASG-20100504-00522
Tribune Broadcasting Seattle, LLC
SES-ASG-20120615-00539
E990062
Debtor-In-Possession
SES-ASG-20100504-00524
KTXL, LLC, Debtor-In-
SES-ASG-20120615-00568
E070263
Possession
SES-ASG-20100504-00525
WPIX, LLC, Debtor-In-Possession
SES-ASG-20120615-00547
E040317
SES-ASG-20100504-00526
Chicagoland Television News,
SES-ASG-20120615-00593
E040146
LLC, Debtor-In-Possession
SES-ASG-20100504-00527
WPIX, LLC, Debtor-In-Possession
SES-ASG-20120615-00560
E970060
SES-ASG-20100504-00528
KIAH, LLC, Debtor-In-Possession
SES-ASG-20120615-00522
E000330
SES-ASG-20100504-00529
KSWB, LLC, Debtor-In-Possession
SES-ASG-20120615-00541
E080179
SES-ASG-20100504-00530


201 Formerly, KMYQ(TV), Seattle, WA.
202 Licensee names listed assume consummation of pro forma transactions approved on July 23, July 24, August 1, and
August 16, 2012.
30

Federal Communications Commission

DA 12-1858

WPIX, LLC, Debtor-In-Possession
SES-ASG-20120615-00557
E860695
SES-ASG-20100504-00531
KTLA, LLC, Debtor-In-Possession
SES-ASG-20120615-00532
E870836
SES-ASG-20100504-00532
Tribune Television New Orleans,
SES-ASG-20100504-00533
E090031
Inc., Debtor-In-Possession
SES-T/C-20120615-00544
E960025
KTLA, LLC, Debtor-In-Possession
SES-ASG-20120615-00572
E010013
SES-ASG-20100504-00534
E040245
KWGN, LLC, Debtor-In-Possession
SES-ASG-20120615-00598
E990179
SES-ASG-20100504-00535
WXMI, LLC, Debtor in Possession
SES-ASG-20120615-00546
E980505
SES-ASG-20100504-00536
KWGN, LLC, Debtor-In-Possession
SES-ASG-20120615-00597
E020240
SES-ASG-20100504-00537
WGN Continental Broadcasting
SES-ASG-20120615-00581
E090016
Company, LLC, Debtor-In-Possession SES-ASG-20110810-00942
Tribune Broadcasting Indianapolis,
SES-ASG-20120615-00589
E010294
LLC, Debtor-In-Possession
SES-ASG-20100504-00539
Tribune Broadcasting Indianapolis,
SES-ASG-20120615-00587
E940358
LLC, Debtor-In-Possession
SES-ASG-20100504-00540
WGN Continental Broadcasting Company,
SES-ASG-20120615-00531

E030276
LLC, Debtor-In-Possession
SES-ASG-20100504-00541
E040339
Tribune Broadcasting Indianapolis,
SES-ASG-20120615-00583
E050094
LLC, Debtor-In-Possession
SES-ASG-20100504-00542
WPHL, LLC,
SES-ASG-20120615-00579
E861091
Debtor-In-Possession
SES-ASG-20100504-00543
WGN Continental Broadcasting Company,
SES-ASG-20120615-00595
E980088
LLC, Debtor-In-Possession
SES-ASG-20100504-00544
WPMT, LLC,
SES-ASG-20120615-00570
E030089
Debtor-In-Possession
SES-ASG-20100504-00545
KDAF, LLC,
SES-ASG-20120615-00548
E000143
Debtor-In-Possession
Tribune Broadcasting Indianapolis,
SES-ASG-20120615-00584
E000117
31

Federal Communications Commission

DA 12-1858

LLC, Debtor-In-Possession
SES-ASG-20100504-00547
Tribune Broadcasting Hartford, LLC
SES-ASG-20100504-00548
E090014
Debtor-In-Possession
SES-ASG-20120615-00573
E960251
Receive-Only Earth Stations
Tribune Television New Orleans,
SES-ASG-20100428-00491
E060339
Inc., Debtor-In-Possession
SES-T/C-20120615-00545
E070143
Tribune Broadcasting Hartford,
SES-ASG-20120615-00577
E880192
LLC, Debtor-In-Possession
SES-ASG-20120615-00599
SES-ASG-20100428-00493
WPMT, LLC,
SES-ASG-20120615-00526
E910286
Debtor-In-Possession
SES-ASG-20100428-00494
SES-ASG-20120615-00527
Tribune Broadcasting Indianapolis,
SES-ASG-20120615-00525
E940434
LLC, Debtor-In-Possession
SES-ASG-20120615-00529
SES-ASG-20100428-00495
KTXL, LLC, Debtor-In-Possession
SES-ASG-20120616-00528
KG62
SES-ASG-20120615-00567
SES-ASG-20100428-00490
WSFL, LLC, Debtor-In-Possession
SES-ASG-20120615-00537
E5159
SES-ASG-20100428-00492
SES-ASG-20120615-00596
Licenses/Registrations granted after release of DA 10-840, Released May 13, 2010-Assignment 30 day Public
Notice, Report No. SES-01383 issued 9/21/2011
Licensee
File Nos.
Call Sign
Tribune Broadcasting Indianapolis,
SES-ASG-20110810-00941
E110039
LLC, Debtor-in-Possession
SES-ASG-20120615-00591
KTLA, LLC, Debtor-in-Possession
SES-ASG-20110810-00943
E110041
SES-ASG-20120615-00534
WPIX, LLC, Debtor-in-Possession
SES-ASG-20110810-00944
E110038
SES-ASG-20120615-00563
WGN Continental Broadcasting
SES-ASG-20110810-00942
E090016
Company, LLC, Debtor-in-
SES-ASG-20120615-00581
Possession
32

Federal Communications Commission

DA 12-1858

Licenses/Registrations granted after release of DA 10-840, Released May 13, 2010-Assignment 30 day Public
Notice, Report No. SES-01469 issued 7/25/2012
Licensee
File Nos.
Call Sign
Tribune Broadcasting Seattle,
SES-ASG-20120507-00477
E120001
LLC, Debtor-in-Possession
SES-ASG-20120615-00555
WPIX, LLC, Debtor-in-
SES-ASG-20120507-00478
E120002
Possession
SES-ASG-20120615-00565

Parts 90 and 101

Application

File No.

Licensee

Lead Call Sign

Radio Services

Tribune Television Northwest, Inc., Debtor-In-
0004227587
Possession
WPLP484
RS, MG
0004227624
Channel 40, Inc., Debtor-In-Possession
WNEU600
MG
0004227599
KIAH Inc., Debtor-In-Possession
WNSZ973
GU
0004219681
KTLA Inc., Debtor-In-Possession
KA69871
IG, MG
Tribune Television Holdings, Inc., Debtor-In-
0004227620
Possession
WNDA663
IG, MG
0004227592
Tribune Television Company, Debtor-In-Possession
WPPB659
IG, MG
WGN Continental Broadcasting Company, Debtor-
0004219969
In-Possession
KNNI895
IG, MG
0004220020
KWGN Inc., Debtor-In-Possession
KNGW910
IG, MG
Tribune Television New Orleans, Inc., Debtor-In-
0004220048
Possession
WPJD417
MG
0004220294
WPIX, Inc., Debtor-In-Possession
WPNM862
MG
0004220306
KPLR, Inc., Debtor-In-Possession
WPWC614
MG
Chicagoland Microwave Licensee, Inc., Debtor-In-
0004220399
Possession
WNTQ776
MG, BR
0004220408
Chicago Tribune Company, Debtor-In-Possession
WQP427
IG
0004220412
The Morning Call, Inc., Debtor-In-Possession
KER671
IG
0004227663
Sun Sentinel Company, Debtor-In-Possession
WPVI791
IG
The Hartford Courant Company, Debtor-In-
0004220429
Possession
WQDX448
IG
Los Angeles Times Communications, LLC, Debtor-
0004220437
In-Possession
KD26376
IG, YG
Orlando Sentinel Communications Company,
0004220445
Debtor-In-Possession
KIM936
IG, MG
33

Federal Communications Commission

DA 12-1858

Part 78

Assignment of License From: Chicagoland Microwave Licensee, Inc.,
Debtor-in-Possession

To: Chicagoland Microwave Licensee, Inc.
CARS License
File Number
WLY-387
CAR-20100511AA-08
WLY-388
CAR-20100511AB-08
KB-60125
CAR-20200511AC-08
34

Federal Communications Commission

DA 12-1858

ATTACHMENT 2

Station

Community

Newspaper

KTLA(TV)
Los Angeles, California
Los Angeles Times (LA Times)
WPIX(TV)
New York, New York
Newsday
WGN-TV/WGN(AM) Chicago, Illinois
The Chicago Tribune,
WSFL(TV)
Miami, Florida
South Florida Sun-Sentinel
WTIC(TV)
Hartford, Connecticut
Hartford Courant
WCCT-TV
Waterbury, Connecticut
Hartford Courant
35

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