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Allbritton Communications Co. to Sinclair Television Group, Inc.

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Released: July 24, 2014

Federal Communications Commission

DA 14-1055

Before the

Federal Communications Commission

Washington, D.C. 20554

In the Matter of



MB Docket No. 13-203

Applications for Consent to Transfer of Control


from License Subsidiaries of Allbritton


File Nos. BTCCDT – 20130809ABW et seq.

Communications Co. to Sinclair Television Group,






Adopted: July 24, 2014

Released: July 24, 2014

By Chief, Media Bureau




This Memorandum Opinion and Order conditionally grants the applications for transfer of

control of


holding television licenses from subsidiaries of Allbritton Communications Co.

(“Allbritton”) to Sinclair Television Group, Inc. (“Sinclair”)1 as identified in Exhibit A.

In addition, the

Order denies a petition to deny from the Rainbow Push Coalition (“Rainbow Push”), denies in part and

dismisses as moot in part a petition to deny from the American Cable Association (“ACA”), denies an

informal objection from Raymie Humbert, and dismisses as moot a petition to deny by Free Press and Put

People First! PA (“Free Press”).2




The Local Television Ownership Rule and Sharing Arrangements. Under the local television

ownership rule, two television stations licensed in the same Nielsen Designated Market Area (“DMA”)

that have Grade B contour overlap3 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.4

1 Together, the “Applicants.”

2 Collectively, the “Petitioners.”

3 Although the rule refers to Grade B contours, we note that, following the digital transition, the Commission has

developed the digital noise-limited service contour (“NLSC”) to approximate the same probability of service as the

analog Grade B contour, has stated that the two are roughly equivalent, and has proposed to replace the Grade B

contour with the NLSC for purposes of the rule. See 2014

Quadrennial Regulatory Review —

Review of the















Telecommunications Act of 1996, et al., Further Notice of Proposed Rulemaking and Report and Order, 29 FCC Rcd

4371, 4383-84 (2014) (“2014 Quadrennial Review Report & Order & FNPRM”); see also Riverside Media, Letter,

26 FCC Rcd 16038, 16060, n. 2 (2011) (determining that the Commission will treat the digital noise-limited contour

as the “functional equivalent” of Grade B contours for purposes of the local television ownership rule) (citations


4 47 C.F.R. § 73.3555(b)(2).


Federal Communications Commission

DA 14-1055


Following adoption of this rule, some broadcasters gradually began to rely

on a series of

sharing and/or financial arrangements intended to allow a licensee of one station largely to delegate its

operation to another station in the same DMA without attribution of ownership between the two stations.

Transactions presented to the Commission for review in recent years have increasingly featured complex

combinations of sharing arrangements and

financial ties such as options and loan guarantees linking

stations that are asserted to be separately owned. Determining the full economic effects of these complex

arrangements requires careful analysis, including review of the agreements and financial documents, to

determine whether the arrangements together give the dominant

station a level of

operational and

financial influence over the subordinate station such that we should treat the two as co-owned.


The first popular type of sharing arrangement was a television local marketing agreement or

time brokerage agreement

(“LMA”), which

is a contract that involves sale by a licensee station


“brokered station”)


blocks of time on its station to a brokering

station that then supplies the

programming and sells the commercials

to support the programming.5

In 1999, the Commission

determined that any LMA between two television stations in the same market for more than 15 percent of

the brokered station’s broadcast hours per week would be attributable and counted toward the ownership

limits of the licensee of the brokering station.6 The Commission concluded that LMAs involving existing

combinations of stations entered into prior to November 5, 1996,

would be grandfathered.7 The

grandfathering protection was intended to “avoid undue disruption of existing LMA arrangements while,

at the same time, promote our competition and diversity goals.”8 LMAs governing existing station

combinations were also made transferable.9


Subsequently, broadcasters increasingly relied on other sharing arrangements between

brokered and brokering stations, most commonly joint sales agreements (“JSAs”)10 and shared services

agreements (“SSAs”). On June 18, 2014, the 2014 Quadrennial Review Report & Order & FNPRM

became effective, attributing joint sales agreements

between broadcast television stations

in the same

market that cover more than 15


of the station’s weekly advertising time.11

The Commission

provided a two-year transition period starting from the effective date of the rule for parties to amend or

terminate any JSAs that would result in a violation of the local TV ownership rule.12


The Transaction. On July 28, 2013, Sinclair and Allbritton entered into a Purchase


and submitted applications for approval to transfer

the entities owning the licenses for

Allbritton’s eight full-power television stations (the “Allbritton


located in seven markets to

Sinclair.13 In four of those markets, Sinclair does not own any television stations, and it will be acquiring

5 Review of the Commission’s Regulations Governing Television Broadcasting, Report and Order, 14 FCC Rcd

12903, 12958 (1999) (“1999 TV Ownership Report and Order”).

6 Id.

7 Id. at 12961; 2002 Biennial Regulatory Review- Review of the Commission’s Broadcast Ownership Rules and Other

Rules Adopted Pursuant to Section 202 of the Telecommunications Act of 1996, Report and Order and Notice of

Proposed Rulemaking, 18 FCC Rcd 13620, 13812 (2003) (“2002 Biennial Review”).

8 1999 TV Ownership Report and Order, 14 FCC Rcd at 12962. (emphasis added).

9 Id. at 12965.

10 A JSA is an agreement with a licensee of a brokered station that authorizes a broker to sell advertising time for the

brokered station. 47 C.F.R. § 73.3555, Note 2(k).

11 2014 Quadrennial Review Report & Order & FNPRM, 29 FCC Rcd at 4527.

12 Id. at 4542.

13 File Nos. BTCCDT-20130809ABW; ACA; ACB; ACC; ACD; ACE; & ACG; BALCDT-20130809ADC, ADE;

ADF; & ADG. Sinclair would also acquire NewsChannel 8, a 24-hour cable/satellite news network covering the

Washington D.C. metropolitan area.



Federal Communications Commission

DA 14-1055

the stations directly from Allbritton. Sinclair already owns stations, and has entered into sharing

arrangements, which it describes as grandfathered LMAs, with additional stations in the remaining three










“Overlap Markets”).

Sinclair cannot retain its current holdings and acquire the Allbritton stations in these

three markets consistent with the local TV ownership rule. Consequently, Sinclair initially proposed to

assign the Birmingham and Harrisburg stations to Deerfield Media entities (“Deerfield”) and proposed to

assign the Charleston stations to Howard Stirk Holdings, LLC (“HSH”). Sinclair would have retained a

financial interest in and shared certain services with each of the stations acquired by Deerfield and HSH

through option, SSA, and JSA arrangements, and other financial ties in connection with the purchase loan

for the stations.14


On December, 6, 2013, the Video Division sent a letter notifying Applicants that the original

proposal would not comply with the local TV ownership rule. Specifically, the proposed transactions

would remove grandfathering relief for the LMAs in all three markets; in addition, grandfathering relief

had never been appropriate for the LMA in the Charleston, South Carolina market because it was entered

into after the grandfathering deadline of November 5, 1996.15 On January 31, 2014, the Video Division

held a conference call with all parties to this proceeding during which it requested additional financial

information regarding the stations in the Overlap Markets.


In letters dated March 20 and May 29, 2014, Sinclair informed the Commission that it

intended to amend the proposals to “eliminate entirely the creation of any joint sales agreements, as well

as all combinations of sharing arrangements and contingent financial interests.”16

Sinclair said that it

engaged a global investment bank to aid with the sale of stations in the Overlap Markets but that no viable

buyers were found for Sinclair’s stations in either the Birmingham or

Charleston markets.17 Thus,

Sinclair proposes the following:


Birmingham. Sinclair

currently owns stations

WTTO(TV), Homewood, Alabama and

WABM(TV), Birmingham, Alabama,

and through WTTO(TV) it operates Station WDBB(TV),

Bessemer, Alabama, pursuant to a grandfathered LMA. Under the amended proposal, the licenses of

Allbritton stations WCFT-TV, Tuscaloosa, Alabama

and WJSU-TV, Anniston, Alabama, both ABC

affiliates, would be surrendered for cancellation. Sinclair would retain WTTO(TV) and WABM(TV), the

My Network affiliate in the market. The existing


LMA between WTTO(TV) and

WDBB(TV) would also continue. Sinclair would use the multicasting18

ability of WABM(TV) to

broadcast the programming currently offered on both WABM and WCFT/WJSU.

10. Harrisburg. Sinclair currently owns Station WHP-TV, Harrisburg, Pennsylvania,


14 File Nos. BALCDT-20130809ADC, ADE, ADF, & ADG.

15 Letter from Barbara A. Kreisman, Chief, Video Division, to Clifford M. Harrington, Esq. (Dec. 6, 2013) (“Dec. 6

Video Division Letter”).

16 Letter from Clifford M. Harrington to Marlene H. Dortch at 2 (May 29, 2014). On April 7, 2014, HSH submitted

a letter requesting waiver of the Commission’s JSA attribution rule. Sinclair did not file applications that sought

waiver of the JSA attribution rule in any of the Overlap Markets. Since HSH is not a party to these applications and

Sinclair did not request waivers, the relief requested could not be granted.

17 Letter from Clifford M. Harrington to Marlene H. Dortch at 2. Sinclair’s proposal was therefore not compliant

with Commission rules until it submitted amendments to the transaction on June 25 and 30, 2014.


Multicasting enables

broadcast stations to offer digital streams or channels (i.e., digital multicast signals) of

programming simultaneously, using the same amount of spectrum previously required for one stream of analog








carry independent




programming, such as one of the four major broadcast networks (i.e., ABC, CBS, Fox, or NBC), other national

broadcast networks (e.g., The CW, Telemundo), or newer networks (e.g., Bounce TV, Retro TV).



Federal Communications Commission

DA 14-1055

through WHP-TV it programs WLYH-TV, Lancaster, Pennsylvania, pursuant to a grandfathered LMA.

Under the revised proposal, Sinclair would sell Allbritton station WHTM-TV to Media General, Inc.,19

and retain WHP-TV and continue to program WLYH-TV.


Charleston. Sinclair currently owns WMMP(TV), Charleston, South Carolina and through

WMMP(TV) it programs WTAT-TV, Charleston, South Carolina, owned by Cunningham Broadcasting

(“Cunningham”), pursuant to what it inaccurately described as a grandfathered LMA.20 Under the revised

proposal, the license of Allbritton station WCIV(TV), the ABC affiliate in the market,

would be

surrendered for cancellation. Sinclair would retain its interest in WMMP(TV) but the existing LMA,

under which WMMP(TV) operates WTAT-TV, would be terminated. Cunningham would acquire from

Sinclair any assets used to support operation of WTAT-TV, and Sinclair would terminate its option to

acquire the assets of WTAT-TV. Moreover, no sharing arrangement of any kind would exist between

Sinclair’s WMMP(TV) and Cunningham’s WTAT-TV. Sinclair would use the multicasting capability of

WMMP(TV) to broadcast the programming currently offered on both WMMP(TV) and WCIV(TV).

12. On June 25 and June 30, 2014, Sinclair filed amendments noting that it would take time to

fulfill the voluntary commitments set forth in the May 29, 2014, letter, and it requested a temporary

waiver to permit it to follow through on the commitments after consummation of the broader sale of

Allbritton’s other stations.

With respect to the proposal to shift ABC programming to a multicast stream

in Charleston and Birmingham, Sinclair maintains that it will need to reach agreements

with certain

parties that

provide programming to stations WCFT-TV,


and WCIV(TV) to permit their

programming to be transferred to Sinclair’s existing stations; that it will need to confer with area MVPDs

to ensure continued carriage of ABC programming in the Birmingham and Charleston markets exactly as

such carriage exists today; and that system operators may need to provide thirty days advance notice of

changes to their channel lineups. Because of the need to re-scan over-the-air television receivers, Sinclair

also believes it will need to give the public as much advance notice as possible so that they can prepare

for the cessation of operation of the three stations and the appearance on new stations of the programming

previously carried by the terminated stations. Consequently, Sinclair has requested a period of 60 days to

operate WCFT-TV, WJSU-TV, and WCIV(TV) after consummation of the

transaction before us, after

which time



the stations

would cease and the licenses would be surrendered for


13. In the Harrisburg market, the pending assignment of WHTM-TV to Media General, Inc. went

on public notice on July 1, 2014. 22

Therefore, the parties could consummate the sale on July 31, 2014, at

the earliest, assuming there is no opposition to the sale. Sinclair states that financing will fall through if

the broader transaction is not granted and consummated by July 27, 2014. On July 15, 2014, Sinclair

entered into a Consent Decree with the Department of Justice, along with a “Hold Separate Agreement”

governing operation of WHTM-TV during the period between consummation of the sale of Allbritton and

the eventual sale of WHTM-TV to Media General. Sinclair has requested that we grant conditionally the

sale of WHTM-TV to Sinclair.23

19 File No. BALCDT-20140625AOV.

20 File No. BTCCDT-20130809ACA (amended Dec. 2013), at Exh. 15, p. 2 n.5.

21 See File Nos. BTCCDT-20130809ABW & ACA (amended June 30, 2014), at Exh. 15, p. 4.

22 File No. BALCDT-20140625AOV.

23 See File No. BTCCDT-20130809ACE (amended June 30, 2014), at Exh. 15, p. 5. As described in further detail

below, we will make a condition of grant that, if the application to assign WHTM-TV is contested or is not

otherwise grantable within the 60-day period after consummation of the instant transaction, Sinclair must file an

application assigning the station to a divestiture trust.



Federal Communications Commission

DA 14-1055


Petitions. We note at the outset that the petitions to deny were filed assuming the

transaction as originally proposed. Since the May 29, 2014, proposal,24 we have received no pleadings

opposing the restructured transaction. The revised proposal moots most of the allegations raised in the

petitions. However, we recognize that this transaction has spawned a large and complex record. We

describe the primary allegations raised in the petitions below.25


Rainbow Push Coalition. The Rainbow Push petition seeks denial of only the proposed

transfer of control of WJLA-TV, Washington, D.C. from Allbritton to Sinclair.26 Rainbow Push contends

that the Commission should examine in hearing whether Sinclair possesses the basic qualifications to be a

Commission licensee, with a particular focus on Sinclair’s use of sharing arrangements with Cunningham

and other entities. Rainbow Push argues that it has demonstrated in earlier proceedings that Sinclair lacks

the character qualifications to serve as a licensee. These allegations have been raised in numerous

pleadings since November 16, 1999, when Rainbow Push

first filed a petition to deny approval of

transactions involving sharing agreements with Cunningham’s predecessor Glencairn. 27


In its opposition, Sinclair states that Rainbow Push makes no concrete argument that the

pending transaction is contrary to the Commission’s rules or policies.28 Sinclair contends that Rainbow

Push’s assertions that Sinclair dominates Cunningham are entirely unsupported by Rainbow Push’s

petition and that Cunningham is not a party to the applications.29 Even if Sinclair’s relationship with

Cunningham was relevant, Sinclair argues that the Commission determined that Rainbow Push’s 2003

petition is moot because the applications to which Rainbow Push objected had been dismissed by the


Sinclair further notes that Rainbow Push’s challenge is limited to the WJLA transaction,

24 All parties to this proceeding were copied on Sinclair’s May 29, 2014 letter providing the amended proposal and

the amended applications were filed in the docket.

25 On July 17, 2014, Campaign Legal Center, Common Cause, and the Sunlight Foundation (“Complainants”) filed a

complaint regarding the compliance of WJLA-TV with the Commission’s political advertising rule. In a cover note,

Complainants requested that the complaint be treated as an informal objection to this proceeding.

We deny that

request. This complaint will be reviewed in the usual course. Moreover, we conclude that the complaint does not

allege facts that would call into question the Allbritton’s fitness to serve as a Commission licensee.

26 File No. BTCCDT-20130809ACD.


Rainbow Push Petition to Deny (Sept. 13, 2013) (“Rainbow Push Petition”) at 3-7. In 1998, Sinclair and

Cunningham (then Glencairn, Ltd.) sought to acquire certain television stations from Sullivan Broadcasting

Company. Rainbow Push opposed the applications arguing that the transactions resulted in Sinclair exercising de

facto control over Glencairn. The Commission granted in part and denied in part Rainbow Push’s petition to deny.

Glencairn, Ltd., Memorandum Opinion and Order and Notice of Apparent Liability, 16 FCC Rcd 22236 (2001)

(“2001 Glencairn Decision”). The Commission found that Sinclair exercised de facto control over Glencairn with

respect to the specific transaction at issue but did not designate the applications for hearing. The Commission did not

find that the LMA and other relationships between Sinclair and Glencairn in general conferred de facto control.

Sinclair and Glencairn were each issued forfeitures and the applications were granted.

Id. at 22251-22256. In 2002

and 2003, separate applications were filed to transfer five full-power television stations from Cunningham to

Sinclair. Rainbow Push filed petitions to deny the applications, arguing that new facts discovered after the 2001

Glencairn Decision indicated that Sinclair had in fact acquired control as a result of its sharing arrangements and

other relationships with Cunningham. The staff dismissed the 2002 applications in 2002 and the 2003 applications

in 2004, for reasons other than the sharing arrangements between Sinclair and Glencairn. The staff determined that

the allegations raised in 2002 were mooted by dismissal of the underlying application, but it denied the underlying

allegations raised in the 2002 and 2003 petitions in a 2004 letter decision. Kathryn R. Schmeltzer, Esq., Letter, 19

FCC Rcd 3897, 3899-3900 (2004) (“2004 Letter Decision”). Rainbow Push has filed a Petition for Reconsideration

of that decision, which remains pending.

28 Sinclair Opposition to Petition to Deny (Sept. 26, 2013) at 16.

29 Id.

30 Id. at 17.



Federal Communications Commission

DA 14-1055

which does not involve a proposed JSA or SSA.31


In its reply, Rainbow Push states that its allegations remain “live” because its 2004 Petition

for Reconsideration and Sinclair’s 2004 Application for Review of the 2004 licensing decision remains

pending.32 Rainbow Push also cites to a Wall Street Journal investigative report and Free Press report

both concerning Sinclair’s practices with sharing agreements in various markets.33 Sinclair, in a surreply,

contends that Rainbow Push’s

reference to the Wall Street Journal

article is hearsay and not reliable

evidence, and therefore the article should be stricken from the record in this proceeding.34

Sinclair further

contends that Rainbow Push’s reference to the Free Press study should also be ignored, citing Sinclair’s

own press release critiquing the study.35


American Cable Association. ACA petitions to deny all of the transfers but focuses on

those that would have allowed Sinclair to negotiate retransmission consent for both the CBS and ABC

affiliates in Harrisburg and the FOX and ABC affiliates in Charleston, contending that those combined

negotiations would lead to higher prices for retransmission consent and thus harm consumers.36 ACA

requests that, even if the Commission grants the applications, it should condition approval on assurances

that neither Sinclair nor any other third party would use sharing agreements to coordinate negotiations of

retransmission consent agreements on behalf of multiple broadcast stations in a single market.37













Proceeding.38 Applicants further contend that ACA’s arguments are speculative and it is unable to point

to any examples of harm to program diversity or competition for viewers resulting from SSA and JSA


19. Free Press. Free Press contends that the use of sharing arrangements like those originally

proposed in the Overlap Markets is intended to circumvent the Commission’s local TV ownership limits

while consolidating operations as if the stations were owned and controlled by a single entity.40 Free

Press further contends that, even if the Commission finds that the transaction does not violate a specific

rule, it should make an independent finding that the assignments are contrary to the public interest and

thus violate Section 310(d) of the Communications Act.41

31 Id. at 18.

32 Rainbow Push Reply to Oppositions to Petition to Deny (Oct. 24, 2013) (“Rainbow Push Reply”) at 3 & n.8.

33 Id. at 1-2 (citing Keach Hagey, Sinclair Draws Scrutiny Over Growth Tactic: TV-Station King Uses “Sidecars” to

Skirt Ownership Limits, The Wall Street Journal (Oct. 20, 2013) and Derek Turner, Cease to Resist: How the FCC’s

Failure to Enforce Its Rules Created a new Wave of Media Consolidation, Free Press (Oct. 2013)).


Sinclair Submission for the Record

(Nov. 5, 2013) (“Sinclair Surreply”) at 8 (citing Pikes Peak Broad. Co.,

Memorandum Opinion and Order, 12 FCC Rcd 4626, 4630 (1997) (internal citations omitted).

35 Sinclair Surreply at 9.

36 ACA Petition to Deny (Sept. 13, 2013) at 2.

37 Id. at 3.

38 Sinclair Opposition at 12; Allbritton, Opposition to Petition to Deny (Sept. 26, 2013) (“Allbritton Opposition”) at


39 Sinclair Opposition at 11.

40 Free Press Petition to Deny (Sept. 13, 2013) at 4. The Applicants filed oppositions that, much like the underlying

petition, have been mooted by the amendments to the proposed transaction.

41 Id. at 4 (citing Verizon Communications, Inc. and MCI, Inc., Memorandum Opinion and Order, 20 FCC Rcd

18433, ¶ 16 (2005). Applicants contend that the Commission need not make a separate finding that the applications

would benefit the public interest. Allbritton Opposition at 3 n.4 (citing Committee to Save WEAM v. FCC, 808 F.2d




Federal Communications Commission

DA 14-1055


Raymie Humbert. Mr. Humbert, a citizen of Arizona, filed a pleading titled a petition to

deny.42 Humbert specifically notes the following would have resulted from the original proposal: (i) in

Birmingham, Sinclair would control five full-power stations providing three separate networks; (ii) in

Charleston, South Carolina, Sinclair would have a role in three stations in the market; and (iii) in

Harrisburg, Sinclair would have a role in three stations in the market, including two of the market’s top-

four rated stations.43




Standing. Applicants,

HSH, and Deerfield

challenge Petitioners’ standing. Under the

Communications Act of 1934, as amended (the “Act”), only a “party in interest” has standing to file a

petition to deny.44 The petition must contain specific allegations of fact demonstrating that the petitioner

is a party in interest and that a grant of the application would be inconsistent with the public interest,

convenience, and necessity.45 The allegations of fact, except for those of which official notice may be

taken, must be supported by an affidavit or declaration under penalty of perjury (“declaration”) of a

person with personal knowledge of the facts alleged.46 Among the facts to be alleged is that the petitioner

is a resident of the station's service area and a regular viewer of the station.47 An organization can

establish standing on behalf of its members if it provides an affidavit or declaration “of one or more

individuals entitled to standing indicating that the group represents local residents and that the petition is

filed on their behalf.”48


Applicants allege that Free Press, ACA, Rainbow Push, and Raymie Humbert each lack


to be a “party in interest”

qualified to file a petition to deny.49 A

petition to deny must be

supported by affidavits of persons with personal knowledge thereof, and the burden of proof for

(...continued from previous page)

113, 118 (D.C. Cir. 1988) and Office of the United Church of Christ, et al. v. FCC, No. 01-1374, 51 Fed Appx. 21,

2002 WL 31496407 at **1 (D.C. Cir. Nov. 8, 2002)).


Raymie Humbert, Informal Objection (“Humbert Informal Objection”) (Aug. 14, 2013). In its opposition,

Sinclair contends that Humbert’s pleading contains factual errors and mischaracterizes Sinclair’s role by claiming

that Sinclair operates or controls the stations to which it provides services. Sinclair Opposition at 9. As described in

further detail below, we conclude that Humbert’s pleading is an informal objection, not a petition to deny, because it

is procedurally defective as a petition.

43 Id. at 1-2.

44 47 U.S.C. § 309(d); 47 C.F.R. § 73.3584.

45 47 U.S.C. § 309(d).

46 Id.


Curators of Univ. of Missouri, Memorandum Opinion and Order and Notice of Apparent Liability, 16 FCC

Rcd 1174, 1175 (2001). It is not necessary for a petitioner to make a separate showing that it has suffered an “injury

in fact.” Local TV Holdings, LLC, Memorandum Opinion and Order, 28 FCC Rcd 16850, 16851 (MB


Factual allegations as to why grant of a broadcast application would not serve the public interest, combined with a

showing of local residence, “supply the predicate for finding injury in fact.” Id. (citing Petition for Rulemaking to

Establish Standards for Determining the Standing of a Party to

Petition to Deny a Broadcast Application,

Memorandum Opinion and Order, 82 FCC 2d 89, 98-99 (1980)).

48 Local TV Holdings, LLC, 28 FCC Rcd at 16851 (citing Shareholders of Tribune, Memorandum Opinion and

Order, 22 FCC Rcd 21266, 21269 (2007) (“Tribune I”); Cox Radio, Inc. & Summit Media, LLC, Letter Decision, 28

FCC Rcd 5674, 5676, n. 12 (Aud. Div. 2013)).

49Sinclair Opposition at 9 (regarding Humbert pleading) & at 18 (regarding Rainbow Push pleading); Deerfield and

HSH Consolidated Opposition at 12-13 (regarding Free Press and ACA petitions).



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DA 14-1055

demonstrating standing under the statute is on the petitioner, Applicants contend.50 Sinclair notes that (i)

Raymie Humbert’s pleading is not accompanied by an affidavit, (ii) Humbert is not a resident viewer of

any of the stations considered in these applications, and (iii) Humbert’s petition was not served on the

parties.51 We find that,

by failing to include an affidavit or declaration, Humbert has failed to

demonstrate standing.52 We will treat Humbert’s pleading as an informal objection.


With respect to the petitioners, certain parties to the proceeding state that the D.C. Circuit

has previously rejected a claim of organizational standing derived from “broad and conclusory assertions”

that fail to be concrete or particularized enough to demonstrate injury.53 In their petitions, however, Free

Press, Rainbow Push, and ACA give multiple examples of concrete harms to the public interest, recited in

the affidavits attached to their petitions

to deny, which they claim would result from grant of the

applications.54 This is in contrast to the speculative and conclusory assertions and the overall vagueness

of the declarations at issue in Rainbow/Push Coalition.55 In light of the detailed declarations provided,

we find Rainbow/Push to be inapposite here.56 We find that Free Press, Rainbow Push, and ACA have

standing because they have alleged that grant of the applications will have specific, negative effects on

their members57 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 them the relief they seek, and they therefore

have standing.58


Transfer of Control Applications. Pursuant to Section 310(d) of the Act, we must determine

whether the proposed applications for transfer of control of certain licenses and authorizations held and

controlled by Allbritton to Sinclair 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

50 Deerfield and HSH Consolidated Opposition at 12 (citing Choctaw Broadcasting Corp., Memorandum Opinion

and Order, 12 FCC Rcd 8534, 8538 (1997)).

51 Sinclair Opposition at 9-10.

52 Local TV Holdings, LLC, 28 FCC Rcd at 16851.

53 Deerfield and HSH Consolidated Opposition at 12 (citing Rainbow/PUSH Coalition v. FCC, 330 F.3d 539, 544

(D.C. Cir. 2003)).

54 Free Press Petition to Deny at 3-4 (citing Declarations of Lynda Maria Bangham, Mitch Troutman, George W.

Hopkins, Jerry Huhn, Faye Steuer, and Will Moredock); ACA Petition to Deny at 6-7 (citing Declaration of Ross

Lieberman); Rainbow Push Petition at 2-3 (citing Declaration of Steven Smith).

55 Rainbow/PUSH Coalition v. FCC, 330 F.3d at 544.

56 Shareholders of Belo Corp., Memorandum Opinion and Order, 28 FCC Rcd 16867, 16875-76 (2013) .

57 The organizations submitted declarations from members who reside in the relevant markets and/or regularly view

the stations. See supra n. 54.

58 Shareholders of Belo Corp., 28 FCC Rcd at 16875-76.



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targeted to ensure that the public interest is served by the transaction.59


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. Applicants bear

the burden of proving, by a preponderance of the evidence, that the proposed transactions, on balance,

will serve the public interest.60 If we are unable to find that the proposed transaction serves the public

interest, or if the record presents a substantial and material question of fact, we must designate the

application for hearing under section 309(e) of the Act.61


The Commission applies a two-step analysis of any petition to deny an application. The

Commission must first determine whether the petition contains specific allegations of fact sufficient to

show that granting the application would be prima facie inconsistent with the public interest.62 The first

step “is much like that performed by a trial judge considering a motion for directed verdict: if all the

supporting facts alleged in the [petition] were true,

could a reasonable fact finder conclude that the

ultimate fact in dispute had been established.”63

If the petition clears this first step,64 the Commission

must determine whether “on the basis of the application, the pleadings filed, or other matters which [the

Commission] may officially notice,” the petitioner has raised a substantial and material question of fact as

to whether the application would serve the public interest.65

For the reasons discussed below, we find that

Petitioners have failed to

raise a substantial and material question of fact regarding whether the

applications are consistent with the public interest.66

27. Sharing Arrangements. We note that there will be no new Overlap Markets created by the

proposed transaction once Sinclair implements the voluntary commitments it submitted into the record on

May 29, 2014. The allegations regarding any purported control over Deerfield and HSH in these markets

are no longer relevant, because these entities will no longer hold these stations. Moreover, in none of the

three Overlap Markets will a proposed purchaser enter into any sharing arrangements or financial

relationship with Sinclair. With the exception of Charleston, the existing ownership combinations

comply with our local TV ownership rule or our grandfathering policies regarding LMAs.67

Our local TV

ownership rule does not restrict the use of multicast capability to form dual affiliations, and in the recently

59 Shareholders of Belo Corp., 28 FCC Rcd at 16876.

60 Id.

61 Id.

62 47 U.S.C. § 309(d)(1); Astroline Communications Co., Ltd. Partnership v. FCC, 857 F.2d 1556 (D.C. Cir. 1988)


63 Gencom, Inc. v. FCC, 832 F.2d 171, 181 (D.C. Cir. 1987).

64 The Commission can evaluate a petition under the second step without evaluating it under the first step. Mobile

Communications Corp. of Am. v. F.C.C., 77 F.3d 1399, 1409-10 (D.C. Cir.), cert. denied, 519 U.S. 823 (1996).

65 Astroline, 857 F.2d at 1561; 47 U.S.C. § 309(e).

66 The ACA petition challenges all of the pending applications and the Rainbow Push petition challenges only the

application to transfer Station WJLA-TV, Washington, D.C. from Allbritton to Sinclair. The Free Press petition

challenges the four applications which originally sought to assign stations from Sinclair to Deerfield and HSH in the

Birmingham, Charleston, and Harrisburg markets and have since been withdrawn.

67 As we noted in two letters to Sinclair, the Charleston LMA between stations WMMP(TV) and WTAT-TV was not

entitled to grandfathering relief. Letter from Barbara A. Kreisman, Chief, Video Division, to Clifford M.

Harrington, Esq. (Dec. 6, 2013); Letter from Barbara A. Kreisman, Chief, Video Division, to Clifford M.

Harrington, Esq. (Jan. 15, 2014). Even though this LMA and other sharing arrangements between the two stations

will cease, the Commission will address potential sanctions for operating a non-grandfathered LMA for twelve years

and other violations in a separate order.



Federal Communications Commission

DA 14-1055

released 2014 Quadrennial Review FNPRM & Report and Order, the Commission tentatively concluded

that the record did not support changing the ownership rule to restrict such arrangements.68 Given these

facts, we do not find that the multicasting proposal put forth by Sinclair would disserve the public


28. In Charleston, termination of the LMA between WMMP(TV) and WTAT-TV alleviates the

chief concerns about the relationship between the stations in the future. There is no indication in the

record that, absent the sharing arrangements and other financial arrangements with WMMP(TV) that are

being terminated, WTAT-TV could not operate independently. No

new financial ties

or sharing

arrangement would be created as a result of this transaction; indeed, the only changes are the elimination

of the LMA and the parties’ certification that Cunningham’s WTAT-TV will now be a fully independent

voice in the Charleston market. However, given the history of the relationship between WMMP(TV) and

WTAT-TV, we find that it is in the public interest to implement a reporting condition, as set forth below.

29. Retransmission Consent. ACA asserts that the joint negotiation of retransmission consent

agreements by broadcast television licensees in the same market harms cable operators by reducing their

bargaining power and that the Commission should act to prohibit it. Specifically, ACA is concerned that

the transaction will allow Sinclair to jointly negotiate retransmission consent agreements for two top four

stations in Charleston and Harrisburg– WTAT-TV, the Charleston FOX affiliate owned by Cunningham

and WCIV-TV, the Charleston ABC affiliate currently owned by Allbritton; and WHP-TV, Sinclair’s

Harrisburg CBS affiliate, and WHTM-TV, Allbritton’s Harrisburg ABC affiliate.

Subsequent to the

filing of ACA’s petition, this issue was addressed in the recently released Retransmission Consent Report

and Order.70 On March 31, 2014, the Commission adopted a rule that it is a violation of the duty to

negotiate in good faith under Section 325 of

the Act for a television broadcast station that is ranked

among the top four stations as measured by audience share to negotiate retransmission consent jointly

with another such station, if the stations are not commonly owned and serve the same geographic

market.71 Thus,



now prohibited by the Commission’s rules from conducting joint

retransmission consent negotiations involving two top four stations

that are not commonly owned.

Moreover, in Harrisburg, Sinclair will sell the Allbritton station to Media General, and in Charleston,

Sinclair will sever its ties with WTAT-TV. We therefore dismiss ACA’s petition as moot.

30. Character










allegations against Sinclair that should prevent it from serving as a Commission licensee. These

allegations have been raised piecemeal in a number of proceedings spanning a period of approximately

fourteen years. We have reviewed the allegations in detail and conclude that the character allegations

raised by Rainbow Push fail to raise a substantial and material question of fact regarding Sinclair’s fitness

to acquire the stations at issue in this proceeding.72 In the Charleston market, however, we have identified

an apparent rule violation that we will address below, as well as in a separate order.

31. The character allegations Rainbow Push seeks to incorporate into this proceeding fall into

five categories, namely that: (i) Sinclair exercised de facto

control over Cunningham; (ii) Sinclair

68 47 C.F.R. §3.3555(b); 2014 Quadrennial Review Report & Order & FNPRM, 29 FCC Rcd at 4398-99 (tentatively

declining to regulate dual network affiliations accomplished through multicasting and seeking comment on that


69 Sinclair would not be multicasting the programming of two top four networks in either of the relevant markets.

70 Amendment of the Commission’s Rules Related to Retransmission Consent, Report and Order and Further Notice

of Proposed Rulemaking, 29 FCC Rcd 3351 (2014).

71 Id. at 3357.

72 2004 Letter Decision, 19 FCC Rcd at 3899-3900 (concluding Rainbow Push’s character allegations are without




Federal Communications Commission

DA 14-1055

misrepresented or withheld facts in connection with the Edwards litigation; (iii) Sinclair solicited ex parte

communications in violation of Commission rules; (iv) Sinclair attempted to conceal or falsely report

campaign contributions; and (v) Sinclair presented biased news coverage.73 The Media Bureau has

previously concluded that

all of

these categories of

allegations are without merit74

but we reprise and

expand our discussion of certain of these allegations here.

32. As noted in the 2004 Letter Decision, Rainbow Push’s contentions regarding de facto control

related to the financial and operational relationship between Sinclair and Cunningham, including the

existence of LMAs between the entities in various markets.75 The Bureau concluded that Rainbow Push

had not provided evidence sufficient to show that Sinclair exercised de facto control over Cunningham,

specifically noting that the LMAs between Sinclair and Cunningham had been in place for five years and

had been favorably reviewed by the Commission in Glencairn Ltd.76

33. Rainbow Push also contends several of its allegations were not specifically addressed in the

2004 Letter Decision. For example, Rainbow Push alleges that Sinclair solicited ex parte presentations
















communications, failed to cure these violations.77 None of the supposed ex parte letters addressed the

merits of any proceeding and all were described as status inquiries, which are proper under our rules.78

Moreover, because the Commission served all parties with copies of the communications, there was

nothing further that Sinclair could have done to cure any violation that might have

occurred. We

conclude that Rainbow Push

has not established a prima facie

case that Sinclair enticed members of

Congress to file communications on an ex parte basis.

34. Rainbow Push further alleges that Sinclair attempted to conceal or falsely report campaign

contributions to a candidate in the 2002 Maryland gubernatorial election. The Commission will only

review non-FCC misconduct of an applicant only if the misconduct has been adjudicated.79 This means

“there must be an ultimate adjudication by an appropriate trier of fact, either by a government agency or

court, before we will consider the activity in our character determinations.”80 None of the allegations

raised by Rainbow Push

here involves adjudicated misconduct, and therefore

there is no basis in the

record for us to deny the transfer for applications or designate them for hearing based on the allegations

raised by Petitioners at this time.81

73 Rainbow/PUSH Coalition, Petition to Deny Various Applications (Dec. 19, 2013).

74 2004 Letter Decision, 19 FCC Rcd at 3899-3900.

75 Id.

76 Id. at 3900 (citing 2001 Glencairn Decision, 16 FCC Rcd at 22255-56).

77 Rainbow/Push Coalition, Petition for Reconsideration (2004) at 3.

78 See 47 C.F.R. § 1.1202 (a presentation under this rule is a “communication directed to the merits or outcome of a

proceeding” and excluded are “inquiries relating solely to the status of a proceeding, including inquiries as to the

approximate time that action in a proceeding may be taken.”)

79 Applications for Renewal of License of WUTB, Public Notice, 28 FCC Rcd 6312, 6317 (2013).

80 Id. at 6317-6318 (quoting Policy Regarding Character Qualifications in Broadcast Licensing, Report, Order, and

Policy Statement, 102 FCC 2d 1179, 1206 (1986) (“1986 Character Policy Statement”); see also Character

Qualifications in Broadcast Licensing, Policy Statement and Order, 5 FCC Rcd 3252 (1990) (“We continue to

believe that it is appropriate to refrain from making licensing decisions based on mere allegations of relevant non-

FCC misconduct, even where those allegations have resulted in an indictment or are otherwise in the process of

being adjudicated by another agency or court.”) (“1990 Policy Statement”).


Applications for Renewal of License of WUTB, 28 FCC Rcd at

6317. Moreover, because we conclude that

Rainbow Push has not established a prima facie case with respect to the allegations at issue, they could not rise to




Federal Communications Commission

DA 14-1055

35. Rainbow Push finally contends that WBFF-TV should have disclosed to its audience as part

of its gubernatorial campaign coverage that Sinclair made contributions to one of the candidates.

Rainbow Push has failed to establish a prima facie case with respect to the allegations because they are

based on speculation and hearsay.82

We further note that Rainbow Push has not cited any Commission

rule that such contributions or nondisclosure would violate. The choice of what is or is not to be covered

in the presentation of broadcast news is a matter committed to the licensee’s good faith discretion.

36. With respect to all of the character allegations

raised by Rainbow Push, including the

unsupported contention that Sinclair and/or Cunningham has failed to provide material information to the

Commission, we conclude that Rainbow Push has failed to establish a prima facie case, supported by

affidavits, sufficient to show that grant of the applications would be inconsistent with the public interest.


However, we do have concerns regarding an LMA that had existed between Sinclair and

Cunningham in the Charleston market. We believe that the facts show that Sinclair apparently violated

the local TV ownership rule with respect to its continued operation of the LMA in the Charleston market,

and we plan to issue an order addressing this potential violation specifically.


Our review of the facts and circumstances leads us to conclude, however, that the potential

violations do not call into question Sinclair’s fitness to serve as a Commission licensee.83 Although the

parties were clearly aware of the attribution rule and chose to proceed with the LMA nonetheless, Sinclair

states that it relied on what it believed to be the continued viability of a 2001 stay of enforcement of the

new rules.

39. The Commission views “misrepresentation and lack of candor in an applicant's dealings with

the Commission as serious breaches of trust.”84 The Commission defines misrepresentation as “an

intentional misrepresentation of fact intended to deceive.”85

Lack of candor exists when an applicant

breaches its duty “to be fully forthcoming as to all facts and information relevant to a matter before the

FCC, whether or not such information is particularly elicited.”86 The Commission will not disqualify an

applicant, however, for a negligent omission; “intent to deceive [is] an essential element of a

misrepresentation or lack of candor showing.”87 An intent to deceive is established when “factual

evidence” shows that “the inconsistency involved an intent to deceive. . . .”88 The record does not contain

the factual evidence necessary to demonstrate that Sinclair acted with intent to deceive the Commission, a

necessary predicate for a finding of misrepresentation or lack of candor.89 Moreover, the parties have

(...continued from previous page)

the type of egregious nonbroadcast misconduct that would be a Commission concern prior to adjudication by

another body as theorized by Rainbow Push. 1986 Character Policy Statement, 102 FCC 2d at 1205 n.60.


Pikes Peak Broad. Co.,

12 FCC Rcd at 4630 (“Hearsay, such as that contained in newspaper articles, is not

reliable evidence. . . . Furthermore, a newspaper article is not an acceptable substitute for the requirement of Section

309(d) . . . that allegations in a petition to deny be supported by the affidavit of a person with personal knowledge of

the facts alleged.”).

83 2001 Glencairn Decision, 16 FCC Rcd at 22248 n.21.

84 Swan Creek Communications, Inc. v. F.C.C., 39 F.3d 1217, 1221-22 (D.C. Cir. 1994) (quoting 1986 Character

Policy Statement, 102 FCC 2d at 1211).

85 Id. at 1222 (internal quotation omitted).

86 Id.

87 Id. (internal quotations and citations omitted).

88 Weyburn Broadcasting Ltd. Partnership v. F.C.C., 984 F.2d 1220, 1232 (D.C. Cir. 1993).

89 Roy M. Speer, Memorandum Opinion and Order and Notice of Apparent Liability, 11 FCC Rcd 18393, 18428

(1996) (finding unauthorized transfer of control and violation of local TV ownership rule but concluding violation




Federal Communications Commission

DA 14-1055

now terminated the LMA, and Cunningham will operate as a fully independent licensee in the market.

This accomplishes our ultimate aim of promoting diversity in television ownership.

40. In the 1986 Character Policy Statement, the Commission held that if it has not, as an initial

matter, been found that any allegations under consideration involve conduct likely to impact the future

operation of other stations, there generally appears to be no reason to condition or defer processing

assignment and transfer applications.90 Such a finding is typically made when an application where

character has been placed at issue is designated for hearing.91 However, allowing the initial acquisition

does not “affect the Commission’s discretion to take action against the newly acquired stations, should the

Commission’s inquiry ultimately reveal that the applicant does not possess the requisite qualifications to

remain a licensee.”92

41. We conclude that the potential violations uncovered in this proceeding do not involve

conduct likely to impact the future operation of other stations and that we have adequate enforcement

remedies to address them. Nonetheless, we do note that proceedings raising potential character

allegations against Sinclair remain

open, including our review of the operation of the LMA in the

Charleston market, and should the evidence in any of those proceedings demonstrate that Sinclair does

not possess the requisite qualifications to remain a licensee, we will take appropriate action.


Public Interest Analysis. Where the Commission has adopted rules to promote diversity,


localism, or other public interest objectives, those rules provide a starting point


determining whether applications are on balance in the public interest.93 The Commission seeks to

achieve three principal objectives through its ownership regulations, two of which are relevant here:

competition and diversity.94 We believe the amended transactions would either have a neutral effect or, in

certain markets, would in fact promote competition and diversity. For example, Sinclair has dissolved its

arrangements with Cunningham in the Charleston market and has certified that Cunningham will operate

as an independent broadcaster in that market. In addition, a new independent voice will be added to the

Harrisburg market based on the sale of WHTM-TV to Media General, Inc. We believe the public interest

favors the grant of these applications, subject to the specific voluntary commitments set forth in the May

29, 2014, letter.


Upon a full review of the record, we agree that grant of a temporary period following

consummation to fulfill the voluntary commitments set forth in the May 29, 2014 letter would serve the

(...continued from previous page)

did not call into question character qualifications to remain licensee); 2001 Glencairn Decision, 16 FCC Rcd at

22248 (finding unauthorized transfer of control but concluding hearing not appropriate and forfeiture was the

appropriate remedy for the violation); Iglesia Jesucristo Es Mi Refugio, Inc., Memorandum Opinion and Order and

Notice of Apparent Liability, 25 FCC Rcd 16310, 16317-18 (Aud. Div. 2010) (failure to report pertinent information

did not call into question licensee’s character absent evidence of intent to deceive or misrepresent).

90 1986 Character Policy Statement, 102 FCC 2d at 1224-25.


Grayson Enterprises, Inc., Memorandum Opinion and Order, 79 FCC 2d 936, 940 (1980); see also


Communications, Inc., Memorandum Opinion and Order, 2 FCC Rcd 7469 (1987) (declining to defer consideration

of assignment application on the basis of character issues raised in pending proceedings).

92 1986 Character Policy Statement, 102 FCC 2d at 1225.

93 Shareholders of Belo Corp., 28 FCC Rcd at 16876.

94 2002 Biennial Review, 18 FCC Rcd at 13627. The cases cited by Applicants do not stand for the proposition that a

public interest inquiry is not necessary; the cases merely conclude that once the Commission has completed a proper

public interest inquiry, it need not spell out each step in its reasoning in a final order. See, e.g., Committee to Save

WEAM, 808 F.3d at 118 (“By requiring a proposed assignee to address the relevant facets of the public interest . . .

on FCC Form 314, the Commission has incorporated consideration of these issues into the application process.”).



Federal Communications Commission

DA 14-1055

public interest, and that a sixty-day period is not an unreasonable period of time to fulfill the specific

commitments. We do not anticipate granting any extensions of this period. We note that our decision

with respect to WHTM-TV is consistent with the U.S. Department of Justice’s recent Consent Decree

with Sinclair. We further agree that migration of the ABC programming to Sinclair’s current stations in

the Birmingham and Charleston markets may require a period of time to implement in order to avoid

viewer confusion. As to the proposal to separate operations between WTAT-TV and WMMP(TV), we

will require, as a condition of grant, that Sinclair and Cunningham fulfill the voluntary commitments set

forth in its amended application.95

The Commission has held in the past that a specific commitment to

separate operation during a temporary period of noncompliance could alleviate concerns regarding the

anti-competitive effect of a transaction.96 Given the extensive and longstanding past relationship between

WTAT-TV and WMMP(TV), we believe a reporting condition is also necessary to safeguard competition

in Charleston. We require that, for a period of eight years, Cunningham report on quarterly basis to the

Media Bureau any formal or informal sharing arrangements involving services provided to WTAT-TV by

other stations in the market or by licensees, other entities, or individuals who hold an attributable interest

in another station in the market.


Current Renewals. It is Commission policy, in multi-station transactions, to grant transfer

of control 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.97 Some of the Allbritton licensees have applications pending before the Commission

for renewal of broadcast licenses.98 None of these renewals have petitions or other matters currently

pending that present a basic character qualification issue. Sinclair has submitted a statement explicitly

agreeing to stand in the stead of the transferor in any renewal application that is pending at the time of the

consummation of the transfer.99 Therefore, we will apply the policy set out in Shareholders of CBS to

those applications. We recognize that other stations to be transferred to Sinclair may need to file their

renewal applications prior to closing. This situation is also encompassed by the precedent established by

Shareholders of CBS.100


We have reviewed the transfer of control applications identified in Exhibit A, the petitions

to deny, oppositions, replies, and related pleadings. We conclude that, based on the record before us, the

transferees are fully qualified to hold the licenses and that grant of the applications will serve the public

interest, convenience, and necessity.



46. ACCORDINGLY, IT IS ORDERED, That the Applications for Consent to Transfer of

Control identified in Exhibit A ARE GRANTED, CONDITIONED upon the following: (1)

with respect

to Charleston and Birmingham, that Sinclair comply with the voluntary commitments described in the

instant order within 60 days of consummation of the instant transaction; (2) with respect to Harrisburg,

95 See File No. BTCCDT-20130809ACA (amended June 30, 2014), at Exhibit 15, p. 3.

96 Capital Cities/ABC, Inc., Memorandum Opinion and Order, 11 FCC Rcd 5841, 5872 (1996) (granting temporary

waiver where applicants committed to separate operations, including no joint sales of advertising.)

97 Shareholders of CBS Corporation, Memorandum Opinion and Order, 16 FCC Rcd 16072, 16072-73 (2001).

98 License renewal applications for Stations WJLA-TV, WSET-TV, and KTVL(TV) are currently pending before

the Commission.

99 See, e.g., File No. BTCCDT-20130809ACA (amended June 30, 2014), at Exhibit 15, p. 4.

100 See Cumulus Media, Inc. and Citadel Broadcasting Corp., Memorandum Opinion and Order, 26 FCC Rcd

12956, 12959 (2011).



Federal Communications Commission

DA 14-1055

that Sinclair submit an application to assign Station WHTM-TV to Media General, Inc., within 30 days of

consummation of the instant transaction101; (3) that, if the application to assign WHTM-TV is contested

or the application to Media General, Inc. is not otherwise grantable within the 60-day period after

consummation of the instant transaction, Sinclair file an application assigning the station to a divestiture

trust, the terms of which must be previously approved by Commission staff and which shall not contain a

provision permitting the beneficiary to set a price floor; (4) termination of all sharing arrangements and

financial ties between Sinclair and Cunningham governing operation of WTAT-TV and no new entry into

such relationships or ties, as set forth in


voluntary commitments, as well as written

documentation containing affirmative

representations that the sharing arrangements and financial ties

have been terminated filed with the Media Bureau within 60 days of closing documentation; and (5)

compliance with the reporting condition described in paragraph 43.



that the petition

to deny filed by Rainbow Push

and the

informal objection filed by Raymie Humbert ARE DENIED.


IT IS FURTHER ORDERED, that the petition to deny filed by ACA is DISMISSED IN



IT IS FURTHER ORDERED, that the petition to deny filed by Free Press IS DISMISSED.


William T. Lake

Chief, Media Bureau

101 This condition has already been satisfied. File No. BALCDT20140625AOV.



Federal Communications Commission

DA 14-1055

Exhibit A



Fac. ID





Sinclair Television




Tuscaloosa, AL

TV Alabama, Inc.

Group, Inc.


Sinclair Television




Anniston, AL

TV Alabama, Inc.

Group, Inc.



Sinclair Television





TV Alabama, Inc.

Group, Inc.



Sinclair Television




Charleston, SC

Television, LLC

Group, Inc.


Sinclair Television




Little Rock, AR


Group, Inc.


Sinclair Television




Tulsa, OK


Group, Inc.



ACC Licensee,

Sinclair Television






Group, Inc.



Sinclair Television




Harrisburg, PA

Television, Inc.

Group, Inc.



Sinclair Television




Lynchburg, VA


Group, Inc.



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