Attempted acquisition of Tribune Media by Sinclair Broadcast Group


The attempted acquisition of Tribune Media by Sinclair Broadcast Group was a broadcast media transaction that would have seen Hunt Valley, Maryland-based television station owner Sinclair Broadcast Group acquire Chicago-based broadcasting and digital media company Tribune Media, a deal which was officially announced on May 8, 2017, after months of speculation. The deal, had it been successful, would have resulted in Sinclair having stations available in 72% of all households with a television set in the United States.
The deal received criticism from multiple special-interest groups, as well as politicians from both the Democratic and Republican parties, who felt that the deal would give Sinclair an effective oligopoly on television broadcasting. Interest groups from all across the political spectrum also expressed concern that Sinclair, which has long supported conservative platforms, would spread its philosophy to the Tribune stations, in effect resulting in the national news and commentary inserts produced and syndicated by Sinclair having the potential of persuading voters to support Republican presidential and congressional candidates in swing states.
The deal also caused backlash for Federal Communications Commission Chairman Ajit Pai, who had reversed several decades-old policies pertaining to broadcast ownership as well as some related policies implemented during the administration of President Barack Obama that interfered with Sinclair's attempts to expand through further station acquisitions and would have benefited it through internally developed technological advancements, leading some to speculate that Pai had changed those longstanding policies to benefit Sinclair. This unsuccessful acquisition occurred concurrently with two successful major media mergers: The Walt Disney Company's acquisition of 21st Century Fox's production and entertainment-based cable television assets and AT&T's acquisition of Time Warner.

Background

On February 29, 2016, Tribune announced that it would review various "strategic alternatives" to increase the company's value to shareholders, which include a possible sale of the entire company and/or select assets, or the formation of programming alliances or strategic partnerships with other companies, due to the decrease in its stock price since the Tribune Publishing spin-off and a $385 million revenue write-down for the 2015 fiscal year, partly due to original scripted programming expenditures for WGN America since it converted the cable network from a superstation in 2014.
On March 1, 2017, reports surfaced that Sinclair Broadcast Group was in discussions to acquire Tribune Media, which was approached by Sinclair management about a possible merger deal in late February. Any deal would have been forged pending FCC review of the UHF discount, a rule enacted by the agency in 1985 with the intent of encouraging ownership of UHF television stations by subtracting their total market coverage by 50% of their overall signal distribution, which had been eliminated in a 3-2 vote led by former FCC Chairman Tom Wheeler in September 2016 because of its obsolescence on technological grounds. Such a deal would complement Sinclair, as it only had an 11% market overlap with Tribune and required minimum divestment of broadcasting assets; additionally, Sinclair would expand its reach within the top-10 markets, which currently consist of two television properties in Washington, D.C.: one television station, ABC affiliate WJLA-TV, and its associated 24-hour cable news channel, NewsChannel 8. Reports later stated that Sinclair was offering to buy Tribune at a per-share price in the high $30s.
The reports of Sinclair's interest in acquiring Tribune led several unnamed station owners – which also inquired about purchasing some or all of Tribune's assets outright or through a consortium – as well as leading Tribune shareholder Starboard Value to approach 21st Century Fox about taking options to thwart the deal as a defensive measure; the major impetus was that a combination of Sinclair and Tribune would potentially result in Sinclair obtaining leverage over 21st Century Fox in reverse compensation negotiations for its Fox- and MyNetworkTV-affiliated stations. These reports were confirmed on May 8, when Sinclair announced that it would acquire Tribune for $3.9 billion, along with the assumption of Tribune's $2.7 billion debt load; it beat Irving, Texas-based broadcaster Nexstar Media Group, which at the time was not willing to make a higher bid closer to Tribune's appraisal price, for the stations.

Assets that would have been acquired

Had the merger been successful, Sinclair would have acquired the majority of the 42 television stations owned and/or operated by Tribune Broadcasting and their associated digital properties, along with two websites not associated with any television stations. Tribune has stations in the five largest media markets – CW affiliate WPIX in New York City, CW affiliate KTLA in Los Angeles, independent station WGN-TV in Chicago, MyNetworkTV affiliate WPHL-TV in Philadelphia, and CW affiliate KDAF in Dallas–Fort Worth in order from #1 through #5 – adding to Sinclair's existing station property in a Top 10 market, WJLA-TV, which would have been supplanted as the largest market in which Sinclair owned a station. The two websites that were to have been acquired by Sinclair were entertainment news and television listings service Screener and its subsidiary website TV by the Numbers. On the radio side, Sinclair would also have acquired ownership of WGN in Chicago, which was Tribune's lone radio property.
Also acquired would have been the following assets associated with WGN-TV:
The following equity stakes would also have been acquired by Sinclair:
With the purchase of Tribune, speculation arose about how Sinclair would utilize WGN America, which was in the process of shifting away from scripted content at the time of the purchase announcement. Sinclair CEO Christopher Ripley stated that it would de-emphasize high-end scripted series from WGN America's programming slate ; Ripley cited that the network's original programming budget was unjustified based on the channel's ratings.
Media analysts revived speculation tracing to the group's January 2016 purchase of Tennis Channel that Sinclair would launch a conservative-leaning cable news rival to Fox News, Newsmax TV and One America News Network to suggest that Sinclair would use the network's existing wide national reach to launch such an effort over WGN's existing transponder and channel space. However, Variety reporter Cynthia Littleton noted in a May 8, 2017, article that launching a national news venture would create undue financial risk by adding further debt to that Sinclair had accrued since it began its spate of station purchases with the 2011 acquisition of Four Points Media Group as well as the debt it would have assumed through the Tribune deal. Former professional wrestling executive Eric Bischoff also posited during a Q&A session on his official Periscope account on March 14, 2018, that the Sinclair-Tribune deal would allow the former to utilize WGN America to expand the reach of Ring of Honor – which has produced a weekly program, Ring of Honor Wrestling, that has been syndicated to the group's television stations since shortly after Sinclair bought the wrestling promotion in 2011 – in a manner similar to how the Turner Broadcasting System utilized World Championship Wrestling and its predecessors from the 1970s until the early 2000s through TBS and TNT. Had the acquisition gone through and the promotion moved its broadcasts to the network, Ring of Honor Wrestling would have marked WGN America's first foray into professional wrestling since WWE Superstars left the network in 2011.
Tribune Media's former newspaper division, then called Tronc, would not have been part of the merger as it was spun off from Tribune in August 2014. Many Tronc-owned newspapers posted disclaimers that they were no longer operated as part of the former Tribune parent company when covering the Sinclair–Tribune merger, including within articles that had originally been written by the Associated Press and Reuters and syndicated to those publications.

Proposed divestitures and sales

Although Sinclair intended to acquire all of Tribune's television stations, in order to comply with FCC ownership regulations forbidding either common ownership of two of the four highest-rated stations or more than two stations in the same market as well as to comply with national ownership caps, Sinclair planned to flip 22 of the stations – fifteen owned by Tribune and seven stations owned and/or operated by Sinclair – to other buyers. Prior to its referral to an administrative law judge, the divestitures were reduced to 18 stations, with Sinclair choosing to rescind proposals to sell four television stations located in top-10 markets to third-party entities and instead directly acquire them.

Stations marked for divestiture

Sinclair proposed station divestitures to the following entities to ensure compliance with local and national ownership restrictions:
Cunningham Broadcasting acts as an effective subsidiary of Sinclair Broadcast Group, as its shareholding structure consists of trusts controlled by the estate of Carolyn C. Smith, who was the wife of Sinclair's founder Julian Sinclair Smith, in the name of Julian's four sons, all of whom are also the majority owners of Sinclair.
The purchase of WSFL raised the specter that Fox planned to convert it into an owned-and-operated station of the Fox Broadcasting Company to replace Sunbeam Television flagship station WSVN, which had been serving as the network's Miami affiliate since January 1, 1989.
Howard Stirk Holdings acts as a partner company to Sinclair and is owned and controlled by Armstrong Williams, an African-American conservative political commentator who hosts The Right Side with Armstrong Williams, a political discussion program syndicated to Sinclair-operated and Stirk-owned stations. The company was originally formed in April 2013 to acquire NBC affiliate WEYI-TV in Flint, Michigan and CW affiliate WWMB in Myrtle Beach, South Carolina as part of its purchase of Barrington Broadcasting, and, in December 2014, began operating stations independently of Sinclair – located in Tuscaloosa and Anniston, Alabama and Charleston, South Carolina, all three of which were formerly ABC affiliates and became affiliated with digital multicast-originated networks upon coming under the purview of Howard Stirk – through spin-offs made as part of that group's purchase of Allbritton Communications.
As with the Cunningham sales, Sinclair intended to hold operational control of the three stations through shared services agreements.
Also to have been transferred as part of the Standard General agreement would be the local marketing agreements to Fox affiliate WOLF-TV in Hazleton and CW affiliate WSWB in Scranton, Pennsylvania, which were locally owned by New Age Media and operated alongside Sinclair-owned WQMY.

Overview of proposed divestitures

To comply with Department of Justice antitrust and FCC ownership regulations, Sinclair Broadcast Group was expected to likely be required to sell stations owned by either Tribune or Sinclair in up to twelve markets in order to address ownership conflicts associated with the Tribune acquisition. The most significant conflicts exist in Seattle, Salt Lake City, Oklahoma City, Harrisburg–Lancaster–Lebanon–York and Grand Rapids–Kalamazoo–Battle Creek, where Sinclair and Tribune each have two stations that rank among the four highest-rated in terms of total viewership and maintain news departments. Other divestitures or signal reshuffling were likely to be required in St. Louis, Portland, Oregon, Norfolk/Virginia Beach/Hampton, Greensboro/Winston-Salem/High Point, Richmond, Scranton/Wilkes-Barre and Des Moines where ownership regulations would be violated. Presumptive of the cap not being raised any further, Sinclair would also have to divest certain stations in non-conflict markets that would put its total reach over the current 39% coverage limit on national station ownership. Sinclair CEO Christopher Ripley stated that the company would consider full divestitures of any conflict stations to independent buyers.
On August 2, 2017, reports surfaced that Fox Television Stations was in talks with Ion Media to create a joint venture that would own the respective stations of both groups. The partnership was said to include plans to shift Fox network affiliations from Sinclair stations to Ion-owned stations, such as those in which affiliation agreements were set to expire by the end of 2017. Fox was reportedly concerned about Sinclair's growing influence, and that its conservative syndicated news inserts would harm its cable news channel, Fox News. It had been suggested that the proposed partnership was meant to place pressure on Sinclair to divest some of the Fox stations owned by Sinclair and Tribune, because of the market share that it would have if the deal were to be consummated. The Ion stations have historically had little local staff, infrastructure, or programming, including local news, leading an analyst to consider the plan unfeasible. Sinclair's stock prices slipped following the news. On October 19, 2017, Tribune Media shareholders approved the $3.9-billion acquisition by Sinclair.
On November 29, 2017, it was reported that Sinclair Broadcast Group – which attempted to convince the Assistant Attorney General of the Department of Justice Antitrust Division, Makan Delrahim, to relax rules pertaining to a broadcast television combination's total advertising share within a media market but was denied in their efforts – was reportedly close to a deal with the U.S. Department of Justice to sell thirteen unspecified television stations as a condition of the approval for its $3.9 billion acquisition of Tribune Media. Nexstar Media Group, Tegna Inc. and the Meredith Corporation were among the groups that reportedly made offers to acquire the divested outlets. Fox Television Stations also was reported to have entered into negotiations to acquire between six and ten stations, among those involved in the DOJ consent agreement and/or those already owned by Sinclair or Tribune that are located in markets where neither groups' stations conflict with FCC rules. On December 14, reports stated that the U.S. Department of Justice signaled that it would grant approval of the Sinclair–Tribune merger, provided that the groups sell off a total of between eleven and thirteen stations in the ten conflict markets.
On December 6, 2017, reports stated that FTS would purchase up to 10 Fox-affiliated stations from Sinclair, in order to allow the latter to reduce the acquisition's effects on its reach under national ownership cap limits. The deal would have purportedly included Tribune's Seattle duopoly of Fox affiliate KCPQ and MyNetworkTV affiliate KZJO, since Sinclair already owns ABC affiliate KOMO-TV and Univision affiliate KUNS-TV. Other Fox affiliates owned by either Sinclair or Tribune involving NFL markets include former O&Os in Cleveland, Denver, Kansas City and Milwaukee as well as stations in Baltimore, Buffalo, Green Bay, Indianapolis, Nashville and Pittsburgh. Of these markets, only Milwaukee had overlapping properties operated by both Sinclair and Tribune that were in conflict with FCC regulations, as Sinclair owned CW affiliate WVTV and MyNetworkTV affiliate WCGV ; the Baltimore station, being Sinclair's flagship, likely would not have been sold in any event as the nearest Tribune properties to it were in Washington, D.C., Philadelphia and Harrisburg. FTS was also reported to be considering exchanging the Orlando duopoly of WOFL and WRBW as well as Ocala semi-satellite WOGX to Sinclair in return. After the Department of Justice approved the Sinclair–Tribune deal, it was reported that Fox would be purchasing KCPQ/KZJO in Seattle, and was at least interested in the Tribune-owned Fox affiliates in Cleveland, Denver, Kansas City, and San Diego, as well as some of the other aforementioned Fox affiliates owned by Sinclair and Tribune. The then-ongoing acquisition of the 20th Century Fox film and television production units and certain related cable television assets by The Walt Disney Company – which was precluded from acquiring the Fox network and Fox Television Stations as these properties were spun-off into Fox Corporation due to FCC local ownership restrictions as well as a rule barring common ownership of any two of the four major broadcast networks, as Disney already owned ABC and its eight owned-and-operated stations – would reportedly fund the acquisition of stations by Fox.
On February 21, 2018, Sinclair informed the FCC that it would sell CW affiliate WPIX in New York City to Cunningham Broadcasting for a below market-value price of $15 million, receiving an option to acquire WPIX outright. It also announced that it planned to sell off Tribune-owned stations in Chicago and San Diego, while intending to seek waivers to purchase the Tribune stations in Indianapolis, South Central Pennsylvania and North Carolina's Piedmont Triad region under relaxed rules that allowed for case-by-case acquisitions of two stations ranked among the top four in terms of overall viewership. Sinclair intended to enter into local marketing agreements to handle programming and advertising sales for WPIX and WGN-TV, and sell off KSWB outright to an independent third-party licensee. Overlapping stations in Seattle, St. Louis, Salt Lake City, Oklahoma City, Grand Rapids, Richmond and Des Moines, Iowa would be sold off to unaffiliated third parties. On February 28, 2018, Tribune announced the sale of WGN-TV to WGN-TV LLC for $60 million, intending to operate it under a master services agreement and receiving an option for Sinclair to buy WGN-TV outright within eight years.
On April 24, 2018, Sinclair filed an amendment to the Tribune acquisition, withdrawing the sale of WPIX to Cunningham to acquire WPIX directly and proposing the sale of 22 other stations to both independent and affiliated third-party companies to comply with FCC and DOJ rules. CW affiliate KPLR-TV in St. Louis would be sold to the Meredith Corporation for $65 million. Cunningham Broadcasting was to have acquired three stations in Dallas, Houston and Seattle for a combined $63.8 million; while Howard Stirk Holdings was to have acquired Sinclair stations in Seattle and Salt Lake City and a Tribune station in Oklahoma City for a combined $4.95 million; and Standard Media – a broadcast holding company formed by private equity firm Standard General – would have bought seven stations from Sinclair in Oklahoma City, Greensboro, Richmond, Scranton-Wilkes-Barre and Des Moines, and two from Tribune in Grand Rapids and Harrisburg in a $441.1-million group deal. In four of the affected markets, Sinclair would have formed new duopolies or virtual triopolies involving existing stations that would have been separated from their existing duopoly partners and Tribune-owned stations in those markets:
On May 9, 2018, Fox Television Stations confirmed that it would acquire Fox affiliates KCPQ in Seattle, KDVR in Denver, WJW in Cleveland, KTXL in Sacramento, KSWB-TV in San Diego and KSTU in Salt Lake City, and CW affiliate WSFL-TV in Miami for $910 million in cash and value stock. In exchange for the seven Tribune-owned Fox affiliates, Sinclair received options to purchase primary CW affiliate/secondary MyNetworkTV owned-and-operated station WPWR-TV in Chicago and Fox owned-and-operated station KTBC in Austin, Texas from Fox Television Stations.
Amid objections by the Justice Department, Sinclair terminated the planned sale of KPLR to Meredith on May 15. Sinclair disclosed it would instead put KPLR into a divestiture trust administered by Rafamedia LLC for sale to an independent third party that would handle operational responsibilities. However, such a sale was ultimately hampered because the owner would have to operate KPLR as a standalone affiliate of The CW and address local programming issues associated with its news operations being integrated with those of KTVI.

Criticism

Sinclair

The prospect of Sinclair acquiring Tribune Media's television and radio properties was met with consternation among media advocacy groups that were in opposition of the merger and employees with the Tribune stations concerned about the influence the group might have on their news content. A principal issue was the perceived politicized nature of some of the news and opinion segments that Sinclair produces internally and syndicates to its stations for inclusion in their local newscasts. Sinclair has been producing syndicated news content for its television stations since January 2003, when it launched News Central, a concept through which it produced long-form national news and sports segments and shorter, localized weather segments originating from the group's Hunt Valley, Maryland headquarters for inclusion within local newscasts on the stations. Continuing after the dissolution of News Central in 2005, the company has also produced commentaries – presented first by Mark Hyman and later by Boris Epshteyn – that reflect a conservative perspective; the company also produces a segment, Terrorism Alert Desk, which has been criticized for utilizing Islamophobic stereotypes citing past stories that have focused on Muslims with no association with terrorism.
Further attention to the content in the Sinclair-syndicated news segments was brought about in April 2018, when Deadspin released a compilation of promotions in which anchors from the group's local news departments and certain unaffiliated stations that maintain news share agreements with Sinclair-run stations read a promotional script disseminated by the company that critics noted had echoed talking points long used by many conservatives and conservative-focused media outlets accusing the mainstream media of having a liberal slant in and fabricating their coverage, claiming that such an "agenda" is "dangerous to our democracy."
These issues – along with the company's past history of producing specials critical of Democratic presidential candidates John Kerry and Barack Obama – raised concerns that Sinclair would have the potential of persuading voters to support Republican presidential candidates in key swing states, creating a disadvantage over their Democratic Party competitors. Some of the Tribune markets where Sinclair would have entered through the deal have predominate voter support of Democratic candidates in national and local elections, with the exception of some outlying areas in some of the affected cities that tend to lean conservative. Observers also expressed concern that the expansion of partisan content by Sinclair into new markets could worsen existing distrust of American media organizations to local media, which has maintained higher ratings of trustworthiness among the general public over national media in large part because of their localized focus and tendency to forego political opinion.
Opponents of the deal have pointed out that if approved, the deal would create an oligarchy in the broadcast television industry – through which Sinclair and Nexstar Media Group, which has a station portfolio of similar size and has historically used outsourcing agreements to acquire and operate stations it cannot legally own directly as Sinclair historically has done as well, would run a large share of the local television stations operating in the United States – and may lead to more consolidation, including among the Big Four television networks in order to expand their own respective O&O groups, leading to the networks adopting a similar model to their Canadian counterparts in that the majority of their stations are owned-and-operated with only a few affiliates. In addition to Fox purchasing stations as part of the Sinclair–Tribune deal, CBS Corporation CEO Leslie Moonves stated it would purchase more stations if ownership caps were lifted.
The concerns about Sinclair potentially led public interest groups to file petitions to block the FCC reinstatement of the UHF discount in an end-run to stop the merger, as the rule would artificially reduce cap space under national group ownership limits to allow Sinclair to acquire Tribune stations in most of the markets where that group has broadcast properties. On June 1, 2017, the District of Columbia Court of Appeals issued a seven-day administrative stay to the UHF discount rulemaking, in order to allow review of an emergency stay motion filed by The Institute for Public Representation on May 15. The coalition argued that the UHF discount was no longer logical from a technical standpoint and would trigger a wave of mergers and acquisitions in the broadcast television industry that would further reduce diversity in station ownership, with particular disadvantages to the abilities of females and ethnic minorities to acquire local broadcast media. The D.C. Court of Appeals denied the emergency stay motion on June 15, 2017, though it is still subject to a pending court proceeding to appeal the UHF discount implementation.

Ajit Pai

FCC chairman Ajit Pai's relaxed scrutiny on outsourcing agreements raised concerns by opponents of the deal – most notably by then-House Minority Leader Nancy Pelosi and House Committee on Energy and Commerce ranking member Frank Pallone in a letter they co-authored in advance of the FCC's vote on April 20, 2017, which reinstated the UHF discount – that Sinclair could choose to retain the conflict stations through its partner companies, potentially eliminating an independent news voice in those markets. On October 24, 2017, the FCC Commissioner's Board, in a 3–1 vote passed by the board's conservative majority, eliminated a rule that required broadcast station groups to maintain a physical presence in the community of their primary local coverage areas, a move that would help media companies further consolidate their operations and potentially assist Sinclair Broadcast Group's media ambitions. Such a rule also sparked concerns by some interest groups that it would allow Sinclair to outsource news production and personnel to out-of-market stations that would be acquired through the Tribune purchase.
In November 2017, two Democratic members of the U.S. House of Representatives, John Conyers and David Cicilline, asked David L. Hunt, the inspector general of the FCC, to investigate whether Pai's legislative actions regarding the relaxation of broadcast ownership rules were biased in favor of Sinclair. The FCC, under Pai, undertook a number of actions that the legislators believe would benefit Sinclair – which has lobbied for such changes for several years – including rolling back certain broadcast television station ownership limitations.
The issues concerning Pai's legislative efforts also drew attention to efforts by Sinclair to ingratiate itself with the Trump administration in the weeks leading up to Trump's January 2017 inauguration, as analyzed in an August 2017 New York Times article. The article reported that Trump adviser and son-in-law Jared Kushner had arranged an agreement with Sinclair to have reporters from the group's stations interview Trump with the provision that they do not challenge any inaccurate statements, and that Sinclair representatives had met with Pai prior to his expected promotion to agency chief to replace colleague and former FCC Commissioner Tom Wheeler to discuss his deregulatory policies and had given Pai a list of deregulatory actions that they wanted Pai and his soon-to-be conservative FCC majority to enact. A spokeswoman for Pai said "the request appears to be part of many Democrats' attempt to target one particular company because of its perceived political views.... Any claim that Chairman Pai is modifying the rules now to benefit one particular company is completely baseless."

Termination of transaction and subsequent history

On July 16, 2018, Pai was reported to have "serious concerns" about the merger – particularly regarding whether Sinclair was upfront about its intentions to sell certain conflict properties in its sale applications – and proposed to have the deal be given a hearing before an administrative law judge, which the FCC Commissioner's Board voted to remand the merger review toward on July 18. U.S. President Donald Trump – who employed Sinclair commentator Boris Epshteyn as a foreign policy adviser for his 2016 presidential campaign – spoke in favor of the Sinclair-Tribune deal on July 25, calling the FCC's move to refer the deal to an administrative law judge "so sad and unfair" and "disgraceful" and stating the Sinclair-Tribune merger could provide a “conservative voice for and of the people" over the Comcast's acquisition of NBCUniversal in 2011.
Despite facing the prospect of having to appear before an administrative law judge to defend the deal, Sinclair, on August 8, 2018, during its second-quarter earnings call, announced its intention to attempt to complete the deal, with the parties free to walk away after midnight. However, the following day, Tribune Media announced that it had terminated the sale agreement with Sinclair, intending to seek other M&A opportunities; it also filed a breach of contract lawsuit against Sinclair in the Delaware Court of Chancery, seeking $1 billion in damages for "repeatedly and willfully breach its contractual obligations in spectacular fashion". Tribune cited violations of the sale agreement in regards to divestiture of stations, including "belligerent and unnecessarily protracted negations" with the Department of Justice and FCC in an effort to maintain control of stations that it had been advised to divest, and violating conditions barring divestitures from attracting "even the threat" of regulatory scrutiny. If the lawsuit by Tribune is unsuccessful, Tribune would owe Sinclair a $135 million break-up fee. Nineteen days later, on August 28, Sinclair responded to the Tribune Media lawsuit by countersuing Tribune for $1 billion in a filing in the same chancery court. With the deal terminated, the sale of stations to Cunningham, Fox, Meredith and Standard General, which was to have been a sale from Sinclair to those entities as well as the sales of its stations to Howard Stirk were also terminated. Fox, however, would eventually trade its Charlotte stations to Nexstar Media Group for the former Tribune Broadcasting stations in Seattle and Milwaukee, with Fox paying $350 million for the three stations and Nexstar paying $45 million for the Charlotte stations, in a deal completed on March 2, 2020. All three stations acquired by Fox were initially intended to be acquired from Sinclair in the aforementioned side deals.
On December 3, 2018, four months after Tribune aborted the Sinclair acquisition, Sinclair rival Nexstar Media Group announced that it would finally seek to acquire Tribune, raising its purchase offer to $4.1 billion, totaling the value of the all-cash deal at $6.4 billion and representing a 15.5% premium of Tribune's valuation on the day the transaction was announced. Unlike the Sinclair-Tribune deal, opposition to Nexstar's purchase of Tribune has been limited, despite the similar broadcast oligopoly concerns raised in the Sinclair acquisition applying to the Nexstar purchase; Nexstar has also tended to focus around local content with the only nationally syndicated news content produced by the group being more traditional in nature. Nexstar intended to sell off stations in 13 of 15 markets where the two companies' station clusters would conflict; the group announced the sale of 19 Nexstar and Tribune stations to McLean, Virginia- based Tegna Inc. and the Cincinnati-based E. W. Scripps Company on March 20, 2019, in separate deals worth $1.32 billion. Nexstar's purchase of Tribune was valued at a higher price than Sinclair was willing to pay. Despite the Nexstar deal, Tribune and Sinclair continued their respective lawsuits against one another, although a planned hearing by an administrative law judge was cancelled in February 2019 per the grant of a request by Sinclair and the FCC.
On August 1, 2019, the Nexstar acquisition of Tribune Media was approved by the United States Department of Justice. The deal was approved by the FCC on September 16, 2019 and was completed on September 19, 2019.
Nine months after the unsuccessful bid to buy Tribune, Sinclair announced its intention instead to buy Fox Sports Networks and Fox College Sports from The Walt Disney Company, which was ordered to divest the networks as part of the agreement to allow the acquisition of most Fox assets by Disney, for $10.6 billion. That transaction did not include the YES Network, although in a separate transaction, Sinclair holding a 20% stake in that channel, being reacquired by team ownership pursuant to a prior right of first refusal.
The lawsuit between Sinclair and Nexstar was finally settled in early 2020, with Sinclair paying Nexstar $60 million, and transferring ownership of WDKY-TV and the non-license assets of KGBT-TV to Nexstar.