10 DA 19-341 Released: April 26, 2019 MEDIA BUREAU ACCEPTS FOR FILING DIVESTITURE APPLICATIONS IN PROCEEDING TO TRANSFER CONTROL OF TRIBUNE MEDIA COMPANY TO NEXSTAR MEDIA GROUP, INC., AND ESTABLISHES CONSOLIDATED PLEADING CYCLE MB Docket No. 19-30 Petition to Deny Date: May 27, 2019 Opposition Date: June 11, 2019 Reply Date: June 18, 2019 Tribune Media Company (Tribune) and Nexstar Media Group, Inc. (Nexstar and, jointly with Tribune, Applicants), in connection with their previously filed applications seeking consent to the transfer of control of subsidiaries of Tribune holding the licenses of full-power broadcast television stations (and related broadcast auxiliary facilities), low-power television stations, TV translator stations, and radio stations to Nexstar (Merger), See Media Bureau Establishes Pleading Cycle for Applications to Transfer Control of Tribune Media Company to Nexstar Media Group, Inc. and Permit-But-Disclose Ex Parte Status for the Proceeding, MB Docket 19-30, DA 19-82 (MB 2019) (February Public Notice). On April 19, The Applicants also filed amendments (Amended Applications) to their original set of applications (Original Applications). have filed a new set of applications (Divestiture Applications) with the Federal Communications Commission (Commission) to divest certain stations to Scripps Media, Inc. (Scripps), Tegna, Inc. (Tegna), and Circle City Broadcasting I, Inc. (CCB). A list of the Divestiture Applications can be found in Attachment A to this Public Notice. Copies of the applications are available in Commission’s Consolidated Database System (CDBS). All the applications listed in Attachment A have been accepted for filing. Because this proceeding involves multiple transactions in multiple markets, and requires coordinated timing to effectuate divestures of certain stations that are necessary for approval of the overall transaction, we find that consolidated processing of the Divestiture Applications, and their incorporation into this docket, will result in administrative efficiency and ensure a comprehensive record in this proceeding. In connection with the Merger, Tribune has exercised its right under an Option Agreement dated December 27, 2013, to acquire control of the licensees of WTKR, WGNT and WNEP-TV from Dreamcatcher Broadcasting, LLC (Dreamcatcher). Concurrently with consummation of the Merger and subject to Commission approval, Tribune and Dreamcatcher will consummate the transfer of control of the WTKR, WGNT and WNEP-TV licensees from Dreamcatcher to Tribune, and (1) the licensee of WTKR and WGNT will consummate the assignment of those stations’ licenses to Scripps, and (2) the licensee of WNEP-TV will consummate the assignment of that station’s license to TEGNA. Amended Comprehensive Exhibit at 2, n. 9. Applications for consent to the WTKR, WGNT and WNEP-TV transactions have been filed with the Commission and are listed in Attachment A. Those applications are also incorporated into MB Docket 19-30 and will be governed by the pleading cycle that we establish today. The Commission accepted the Original Applications for filing on January 28, 2019. Amended Comprehensive Exhibit to the Amended Applications at 3. Under the proposed Merger, Nexstar would acquire all outstanding equity interests of Tribune in an all cash transaction. Id. Subject to Commission approval of the Merger, Titan Merger Sub, Inc., a wholly-owned subsidiary of Nexstar, would merge with and into Tribune, with Tribune continuing as the surviving corporation, and Tribune would become a wholly-owned subsidiary of Nexstar. Id. Also subject to Commission approval, the new entity would divest a group of stations to Scripps, Tegna, and CCB. As explained more fully in the Amended Comprehensive Exhibit, in thirteen Nielsen Designated Market Areas (DMAs), Nexstar and Tribune both own full-power television stations (Overlap Markets). Amended Comprehensive Exhibit at 1, 25-31. The Local Television Ownership Rule allows an entity to own two television stations licensed in the same Designated Market Area (DMA) if: (1) the digital noise limited service contours of the stations (as determined by section 73.622(e) of the Commission's rules) do not overlap; or (2) at the time the application to acquire or construct the station(s) is filed, at least one of the stations is not ranked among the top-four stations in the DMA, based on the most recent all-day (9 a.m.-midnight) audience share, as measured by Nielsen Media Research or by any comparable professional, accepted audience ratings service. See 47 CFR § 73.3555(b)(1). With respect to the latter provision—the Top-Four Prohibition—an applicant may request that the Commission examine the facts and circumstances in a market regarding a particular transaction, and based on the showing made by the applicant in a particular case, find that application of the Top-Four Prohibition is not warranted, permitting an entity to directly or indirectly own, operate, or control two top- four television stations licensed in the same DMA. Id. at § 73.3555(b)(2). The applicant bears the burden of demonstrating that the application of the Top-Four Prohibition is not in the public interest because the proposed top-four combination would result in no more than a minimal reduction in competition, which is outweighed by public interest benefits. 2014 Quadrennial Regulatory Review — Review of the Commission's Broadcast Ownership Rules and Other Rules Adopted Pursuant to Section 202 of the Telecommunications Act of 1996 et al., MB Docket No. 14-50, Report and Order, 31 FCC Rcd 9864 (2016), review pending sub nom. Prometheus Radio Project v. FCC, 3d Cir. No. 17-1107 (filed Nov. 3, 2016), recon. granted in part and denied in part, Order on Reconsideration and Notice of Proposed Rulemaking, 32 FCC Rcd 9802, 9838 (2017), petitions for review pending. The Applicants state that in two Overlap Markets the Transaction would create a permissible combination by combining a top-four station and a non-top-four station. Amended Comprehensive Exhibit at 1. In the other eleven markets (Top-Four Overlap Markets), prior to divestitures, the Transaction would create combinations of two top-four stations. Id. at 1, 25-31. In ten of the Top-Four Overlap Markets, the Applicants will not seek to make a top-four showing and seek Commission approval of the divestiture of one top-four station to either Scripps or Tegna. Id. In the remaining Top-Four Overlap Market, Indianapolis, Indiana, where Nexstar is acquiring an existing top-four combination from Tribune, the Applicants have submitted a top-four showing and seek permission for Nexstar to retain the two Tribune stations while divesting its existing stations in that market. Id. at 2. Application for Transfer of Control of Tribune Broadcasting Indianapolis, LLC, File No. BTCCDT-20190107ACF, Attachment 20 Top-Four Showing. The Applicants assert that in five Tribune markets, Nexstar would acquire and continue to operate existing permissible duopolies pursuant to the transaction and that no new combinations would be created in those markets. Comprehensive Exhibit at 2. The Applicants committed “to divest stations sufficient to ensure that the post-merger company will comply with the Duopoly Rule” in the Original Applications. Original Comprehensive Exhibit at 25. As a result of the proposed merger, Nexstar also would acquire one radio station in Chicago, Illinois, which the Applicants state is a permissible combination under the Commission’s rules. The Applicants assert that the proposed divestitures will bring the merger into compliance with the Local Television Ownership Rule, subject to Commission approval of their Top-Four showing in the Indianapolis DMA. Amended Comprehensive Exhibit at 2, 25. The Applicants are also seeking continuing satellite exemptions for Tribune stations in the Denver, Colorado and Indianapolis, Indiana DMAs. Id. at 3. According to the Applicants, the proposed transaction as originally filed would have resulted in Nexstar exceeding the national television ownership limit by 8.1365% absent any divestitures. Id. at 34. The national ownership limit prohibits the transfer of a license for a commercial broadcast station if the transfer would result in the transferee having an attributable interest in television stations that reach greater than 39% of the national audience. See 47 CFR § 73.3555(b)(e)(1). In calculating an interest holder’s total ownership, the population attributed to a UHF television station is reduced by 50%. Id. at § 73.3555(b)(e)(2). In the Original Applications, the Applicants committed to file “[a]pplications to divest stations sufficient to comply with the National Television Ownership Limit ... as soon as divestiture plans are finalized.” Original Comprehensive Exhibit at 34. In the Amended Comprehensive Exhibit, the Applicants represent they have filed “applications to divest additional stations sufficient to bring the combined company’s audience reach to 39% or less.” Amended Comprehensive Exhibit at 2, 34. Specifically, the Applicants represent that Nexstar will have “an attributable interest in television stations reaching 38.2965% of the national audience.” Id. at 34, Attachment F. GENERAL INFORMATION The applications for transfer of control of licenses referred to in Attachment A to this Public Notice have been accepted for filing upon initial review. The Commission reserves the right to return any application if, upon further examination, it is determined to be defective and not in conformance with the Commission’s rules or policies. Interested persons must file petitions to deny no later than May 27, 2019. Oppositions to petitions to deny must be filed no later than June 11, 2019 . Replies must be filed no later than June 18, 2019. Persons and entities that file petitions to deny become parties to the proceeding. We remind interested parties seeking to make ex parte presentations to refer to the February Public Notice for instructions. We further remind interested parties that filings in this proceeding are to subject a protective order. Tribune Media Company (Transferor) and Nexstar Media Group, Inc. (Transferee), Consolidated Applications for Consent to Transfer of Control, MB Docket No. 19‐30, Protective Order (rel. Mar. 15, 2019) To allow the Commission to consider fully all substantive issues regarding the applications in as timely and efficient a manner as possible, petitioners and commenters should raise all issues in their initial filings. Replies may only address matters raised in oppositions. 47 CFR § 1.45(c). A party or interested person seeking to raise a new issue after the pleading cycle has closed must show good cause why it was not possible for it to have raised the issue previously. See id. §§ 1.46(a) and 73.3584(e). Submissions after the pleading cycle has closed that seek to raise new issues based on new facts or newly discovered facts should be filed within 15 days after such facts are discovered. Absent such a showing of good cause, any issues not timely raised may be disregarded by the Commission. All filings concerning matters referenced in this Public Notice should refer to MB Docket No.19-30, as well as the specific file numbers of the individual applications or other matters to which the filings pertain. Submissions in this matter may be filed electronically (i.e., through ECFS) or by filing paper copies. · Electronic Filers: Documents may be filed electronically using the Internet by accessing the ECFS: http://fjallfoss.fcc.gov/ecfs2/. · Paper Filers: Parties who choose to file by paper must file an original and four copies of each filing. Filings may be sent by hand or messenger delivery, by commercial overnight courier, or by first-class or overnight U.S. Postal Service mail. All filings must be addressed to the Commission’s Secretary, Office of the Secretary, Federal Communications Commission, 445 12th Street, S.W., Washington, DC 20554. · All hand-delivered or messenger-delivered paper filings no larger than a copier paper box for the Commission’s Secretary must be delivered to the Mail and Distribution Window at FCC Headquarters at 445 12th Street, S.W., Washington, D.C. 20554. The filing hours are 8:00 a.m. to 7:00 p.m.   All hand deliveries must be held together with rubber bands or fasteners. Any envelopes must be disposed of before entering the building. · Commercial overnight mail (other than U.S. Postal Service Express Mail and Priority Mail) must be sent to 9050 Junction Drive, Annapolis Junction, MD 20701. · U.S. Postal Service first-class, Express, and Priority mail must be addressed to 445 12th Street, S.W., Washington, DC 20554. In addition, one copy of each submission must be sent to the following: · David Brown, Video Division, Media Bureau, Room 2-A662, e-mail David.Brown@fcc.gov · David Roberts, Video Division, Media Bureau, Room 2-A660, e-mail David.Roberts@fcc.gov · Chris Robbins, Video Division, Media Bureau, Room 2-A847, e-mail Chris.Robbins@fcc.gov · Jim Bird, Transaction Team, Office of General Counsel, Room 8-C862, e-mail Jim.Bird@fcc.gov Any submission that is e-mailed to David Brown, David Roberts, Chris Robbins, and Jim Bird should include in the subject line of the e-mail: (1) MB Docket No. 19-30; (2) the name of the submitting party; (3) a brief description or title identifying the type of document being submitted (e.g., MB Docket No. 19-30, Nexstar/Tribune Merger, Ex Parte Notice). People with Disabilities. To request materials in accessible formats for people with disabilities (braille, large print, electronic files, audio format), send an e-mail to fcc504@fcc.gov or call the Consumer & Governmental Affairs Bureau at (202) 418-0530 (voice), (202) 418-0432 (TTY). Availability of Documents. Documents in this proceeding will be available for public inspection and copying during business hours at the FCC Reference Information Center, Portals II, 445 12th Street, S.W., Room CY-A257, Washington, D.C. 20554. The applications are also available electronically through the Commission’s ECFS, which will provide hyperlinks to the applications in the Media Bureau’s Consolidated Database System (CDBS). ECFS may be accessed on the Commission’s Internet website at http://www.fcc.gov. For further information, contact David Brown at (202) 418-1645, David Roberts at (202) 418-1618, or Chris Robbins at (202) 418-0685. For press inquiries, contact Janice Wise at (202) 418-8165. By: Chief, Media Bureau Attachment A Nexstar/Tribune Divestiture Applications Call Sign Facility ID No. Community of License Assignor or Transferor Assignee or Transferee Application File No(s). WTIC(TV) 147 Hartford, CT Tribune Broadcasting Hartford, LLC TEGNA Broadcast Holdings, LLC BALCDT-20190403ABJ WCCT-TV 14050 Waterbury, CT Tribune Broadcasting Hartford, LLC TEGNA Broadcast Holdings, LLC BALCDT-20190403ABK KASW(TV) 7143 Phoenix, AZ Nexstar Broadcasting, Inc. Scripps Broadcasting Holdings, LLC BALCDT-20190403ABL K34EE-D 56142 Prescott-Cottonwood, AZ Nexstar Broadcasting, Inc. Scripps Broadcasting Holdings, LLC BAL-20190403ABM WPMT(TV) 10213 York, PA WPMT, LLC TEGNA Broadcast Holdings, LLC BALCDT-20190403ABN WQAD-TV 73319 Moline, IL WQAD License, LLC TEGNA Broadcast Holdings, LLC BALCDT-20190403ABO WATN-TV 11907 Memphis, TN Nexstar Broadcasting, Inc. TEGNA Memphis Broadcasting, Inc. BALCDT-20190403ABP WLMT(TV) 68518 Memphis, TN Nexstar Broadcasting, Inc. TEGNA Memphis Broadcasting, Inc. BALCDT-20190403ABQ KFSM-TV 66469 Fort Smith, AR Tribune Broadcasting Fort Smith License, LLC Cape Publications, Inc. BALCDT-20190403ABS WPIX(TV) 73881 New York, NY WPIX, LLC Scripps Media, Inc. BALCDT-20190403ABU WOI-DT 8661 Ames, IA Nexstar Broadcasting, Inc. TEGNA Broadcast Holdings, LLC BAL-20190403ABV KCWI-TV 51502 Ames, IA Nexstar Broadcasting, Inc. TEGNA Broadcast Holdings, LLC BALCDT-20190403ABW WZDX(TV) 28119 Huntsville, AL Nexstar Broadcasting, Inc. TEGNA Broadcast Holdings, LLC BALCDT-20190403ABX WSFL-TV 10203 Miami, FL WSFL, LLC Scripps Broadcasting Holdings, LLC BALCDT-20190403ABY KSTU(TV) 22215 Salt Lake City, UT KSTU License, LLC Scripps Broadcasting Holdings, LLC BALCDT-20190403ABZ KKRP-LD 70979 St. George, UT KSTU License, LLC Scripps Broadcasting Holdings, LLC BAL-20190403ACA K43CC-D 22205 Santa Clara, UT KSTU License, LLC Scripps Broadcasting Holdings, LLC BAL-20190403ACB K35OP-D 22213 Park City, UT KSTU License, LLC Scripps Broadcasting Holdings, LLC BALDTT-20190403ACC K25HF-D 22212 Heber City, UT KSTU License, LLC Scripps Broadcasting Holdings, LLC BAL-20190403ACD K17HM-D 22217 Wendover, UT KSTU License, LLC Scripps Broadcasting Holdings, LLC BAL-20190403ACE K15FQ-D 22214 Milford, etc., UT KSTU License, LLC Scripps Broadcasting Holdings, LLC BALDTT-20190403ACF K14PA-D 22202 Rural Juab County, UT KSTU License, LLC Scripps Broadcasting Holdings, LLC BALDTT-20190403ACG WXMI(TV) 68433 Grand Rapids, MI WXMI, LLC Scripps Broadcasting Holdings, LLC BAL-20190403ACH W42CB-D 64440 Hesperia, MI WXMI, LLC Scripps Broadcasting Holdings, LLC BAL-20190403ACI W17DF-D 64442 Muskegon, MI WXMI, LLC Scripps Broadcasting Holdings, LLC BAL-20190403ACJ WTVR-TV 57832 Richmond, VA WTVR License, LLC Scripps Broadcasting Holdings, LLC BALCDT-20190403ACK WISH-TV 39269 Indianapolis, IN Nexstar Broadcasting, Inc. CCB License, LLC BALCDT-20190408AAR WNDY-TV 28462 Marion, IN Nexstar Broadcasting, Inc. CCB License, LLC BALCDT-20190408AAS WTKR(TV) 47401 Norfolk, VA Local TV Virginia License, LLC Dreamcatcher Broadcasting, LLC Scripps Broadcasting Holdings, LLC Local TV Finance, LLC BALCDT-20190410AAK BTCCDT-20190410AAX In connection with the proposed Transaction, Tribune has exercised its right under an Option Agreement dated December 27, 2013, to acquire control of Local TV Virginia License, LLC (WTKR-WGNT License), the licensee of WTKR, Norfolk, and WGNT, Portsmouth, both Virginia, from Dreamcatcher Broadcasting, LLC . Tribune currently provides certain services to WTKR-WGNT License pursuant to contractual arrangements. Concurrently, Tribune proposes to assign the licenses of WTKR and WGNT to Scripps. The parties explain that, concurrently with consummation of the Transaction, Tribune and Dreamcatcher will consummate the transfer of control of WTKR-WGNT License from Dreamcatcher to Tribune, and WTKR-WGNT License and Scripps in turn will consummate the assignment of WTKR and WGNT from WTKR-WGNT License to Scripps. WGNT(TV) 9762 Portsmouth, VA Local TV Virginia License, LLC Dreamcatcher Broadcasting, LLC Scripps Broadcasting Holdings, LLC Local TV Finance, LLC BALCDT-20190410AAL BTCCDT-20190410AAW In connection with the proposed Transaction, Tribune has exercised its right under an Option Agreement dated December 27, 2013, to acquire control of Local TV Virginia License, LLC (WTKR-WGNT License), the licensee of WTKR, Norfolk, and WGNT, Portsmouth, both Virginia, from Dreamcatcher. Tribune currently provides certain services to WTKR-WGNT License pursuant to contractual arrangements. Concurrently, Tribune proposes to assign the licenses of WTKR and WGNT to Scripps Broadcasting. The parties explain that, concurrently with consummation of the Transaction, Tribune and Dreamcatcher will consummate the transfer of control of WTKR-WGNT License from Dreamcatcher to Tribune, and WTKR-WGNT License and Scripps in turn will consummate the assignment of WTKR and WGNT from WTKR-WGNT License to Scripps. WNEP-TV 73318 Scranton, PA Local TV Pennsylvania License, LLC Dreamcatcher Broadcasting, LLC TEGNA Broadcast Holdings, LLC Local TV Finance, LLC BALCDT-20190410AAM BTCCDT-20190410AAZ In connection with the proposed Transaction, Tribune has exercised its right under an Option Agreement dated December 27, 2013, to acquire control of Local TV Pennsylvania License, LLC (WNEP License), the licensee of WNEP-TV, Scranton, Pennsylvania, from Dreamcatcher. Tribune currently provides certain services to WNEP License pursuant to contractual arrangements. Concurrently, Tribune proposes to assign the licenses of WNEP-TV to TEGNA. The parties explain that, concurrently with consummation of the Transaction, Tribune and Dreamcatcher will consummate the transfer of control of WNEP License from Dreamcatcher to Tribune, and WNEP License and TEGNA in turn will consummate the assignment of WNEP-TV from WNEP License to TEGNA. W10CP-D 73320 Towanda, PA Local TV Pennsylvania License, LLC Dreamcatcher Broadcasting, LLC TEGNA Broadcast Holdings, LLC Local TV Finance, LLC BALDTV-20190410AAN BTCDTV-20190410ABA W20AD-D 73321 Williamsport, PA Local TV Pennsylvania License, LLC Dreamcatcher Broadcasting, LLC TEGNA Broadcast Holdings, LLC Local TV Finance, LLC BALDTT-20190410AAO BTCDTT-20190410ABB W15CO-D 73324 Towanda, PA Local TV Pennsylvania License, LLC Dreamcatcher Broadcasting, LLC TEGNA Broadcast Holdings, LLC Local TV Finance, LLC BALDTT-20190410AAQ BTCDTT-20190410ABC W07DC-D 73325 Allentown/ Bethlehem, PA Local TV Pennsylvania License, LLC Dreamcatcher Broadcasting, LLC TEGNA Broadcast Holdings, LLC Local TV Finance, LLC BALDTV-20190410AAR BTCDTV-20190410ABD W14CO-D 73326 Clarks Summit, etc., PA Local TV Pennsylvania License, LLC Dreamcatcher Broadcasting, LLC TEGNA Broadcast Holdings, LLC Local TV Finance, LLC BALDTT-20190410AAS BTCDTT-20190410ABE W28DP-D 73327 Pottsville, PA Local TV Pennsylvania License, LLC Dreamcatcher Broadcasting, LLC TEGNA Broadcast Holdings, LLC Local TV Finance, LLC BALDTT-20190410AAT BTCDTT-20190410ABF W26CV-D 129499 Mansfield, PA Local TV Pennsylvania License, LLC Dreamcatcher Broadcasting, LLC TEGNA Broadcast Holdings, LLC Local TV Finance, LLC BALDTT-20190410AAU BTCDTT-20190410ABG WIIH-CD 167765 Indianapolis, IN Nexstar Broadcasting, Inc. CCB License, LLC BALDTA-20190416AAO