DA 26-441 Released: May 6, 2026 Gray Television Licensee, LLC c/o Henry H. Wendel Cooley LLP 1299 Pennsylvania Avenue, NW Suite 700 Washington, DC 20004-2400 SagamoreHill of Columbus GA, LLC et al. c/o Scott Woodworth Edinger Associates PLLC 1725 I Street, NW Suite 300 Washington, DC 20006 Gray Television Licensee, LLC c/o Joan Stewart Wiley Rein LLP 2050 M Street, NW Washington, DC 20036 Independence Television Company et al. c/o Jason Rademacher Cooley LLP 1299 Pennsylvania Avenue, NW Suite 700 Washington, DC 20004-2400 DIRECTV, LLC c/o Michael Nilsson HWG LLP 1919 M Street, NW Washington, DC 20036 Georgia Cable Association c/o Hunter Hopkins, Executive Director PO Box 6758 Athens, GA 30604 Illinois Broadband & Cable Association c/o Joe Handley, President 98 West Lawrence Springfield, IL 62704 Indiana Cable and Broadband Association c/o Joseph Dant, Executive Director 150 W. Market Street Suite 412 Indianapolis, IN 46204 Tennessee Cable & Broadband Association c/o Ann Marie Walp, President 414 Union Street Suite 1900 Nashville, Tennessee 37219 Business Forward c/o Jim Doyle, President 601 13th Street, NW Floor 12 Washington, DC 20005 Asian Americans Advancing Justice c/o Lia Nitake, Senior Director of Technology, Telecommunications, and Media 1620 L Street, NW Suite 1050 Washington, DC 20036 Christopher Ruddy Chief Executive Officer Newsmax Media, Inc. 750 Park of Commerce Drive Suite 100 Boca Raton, FL 33487 Re: Applications for Assignment of Licenses from SagamoreHill of Columbus, GA, LLC, LMS File No. 0000276662; SagamoreHill of Lubbock, LLC, LMS File Nos. 0000276663; and Subsidiaries of Block Communications, Inc., LMS File Nos. 0000276772 et al. to Gray Television Licensee, LLC Dear Counsel: The Video Division, Media Bureau (Bureau), has before it two sets of applications (collectively, Applications) seeking consent to the assignment of broadcast television station licenses from: (1) subsidiaries of SagamoreHill Broadcasting II, LLC (SagamoreHill) to Gray Television Licensee, LLC (Gray) (SagamoreHill Applications); and (2) subsidiaries of Block Communications, Inc. (Block) to Gray (Block Applications). The Attachment provides a complete list of the Applications and the subject broadcast television station licenses. We refer to SagamoreHill of Columbus, GA, LLC; SagamoreHill of Lubbock, LLC; Block; and Gray, collectively, as the Applicants, and we refer to the proposed assignments underlying the Applications, collectively, as the Transactions. The Applications include requests for waiver of the Local Television Ownership Rule 47 CFR § 73.3555(b) (vacated in part by Zimmer Radio of Mid-Missouri, Inc. v. FCC et al., 145 F.4th 828 (8th Cir. 2025) (Zimmer Radio)) (Local Television Ownership Rule). to allow Gray to own three full power television stations in the Lubbock, TX and Louisville, KY Designated Market Areas (DMAs). DIRECTV, LLC (DIRECTV) filed a petition to deny the Applications. Petition to Deny of DIRECTV, LLC, LMS Pleading File No. 0000280897 (filed Nov. 18, 2025) (Petition). In addition, five entities filed objections or comments opposing the Applications, which we will treat as informal objections (collectively, Objections), pursuant to section 73.3587 of the Commission’s rules: 47 CFR § 73.3587. (1) Georgia Cable Association, Illinois Broadband & Cable Association, Indiana Cable and Broadband Association, and Tennessee Cable & Broadband Association (collectively, Cable Associations); Comments of Georgia Cable Association, Illinois Broadband & Cable Association, Indiana Cable and Broadband Association, and Tennessee Cable & Broadband Association, LMS Pleading File No. 0000284189 (filed Dec. 5, 2025) (Cable Associations Objection). (2) Business Forward; Comments of Business Forward, LMS Pleading File No. 0000284195 (filed Dec. 6, 2025) (Business Forward Objection). (3) a coalition of Asian American, Native Hawaiian, and Pacific Islander communities (AANHPI Coalition); Comments of Asian Americans Advancing Justice, Asian and Pacific Islander American Vote, Empowering Pacific Islander Communities, Japanese American Citizens League, National Council of Asian Pacific Americans, OCA-Asian Pacific American Advocates, and Sikh American Legal Defense and Education Fund, LMS Pleading File No. 0000284451 (filed Dec. 10, 2025) (AANHPI Objection). (4) a coalition of civil rights, consumer protection, and public interest organizations (Civil Rights Coalition); Objection of National Civil Rights Organizations to Major Local TV Consolidation Transactions, LMS Pleading File No. 0000284499 (filed Dec. 10, 2025) (Civil Rights Coalition Objection). The member organizations of the Civil Rights Coalition are: Asian Americans Advancing Justice; Asian and Pacific Islander American Vote; Common Cause; Consumer Action; Hispanic Tech and Telecommunications Partnerships; Japanese American Citizens League; LGBT Tech; MANA, A National Latina Organization; Multicultural Media & Correspondents Association; Multicultural Media, Telecom and Internet Council; NAACP; National Action Network; National Black Justice Collective; National Coalition on Black Civic Participation; National Council of Asian Pacific Americans; National Council of Negro Women; National Hispanic Media Coalition; National LGBTQ Taskforce Action Fund; National Newspaper Publishers Association; National Urban League; OCA-Asian Pacific American Advocates; Sikh American Legal Defense and Education Fund; and The Leadership Conference on Civil and Human Rights. and (5) Newsmax Media, Inc. (Newsmax). Informal Objection of Newsmax Media, Inc., LMS Pleading File No. 0000295742 (filed Apr. 21, 2026) (Newsmax Objection). We refer to the Cable Associations, Business Forward, AANHPI Coalition, Civil Rights Coalition, and Newsmax, collectively, as Objectors. For the reasons set forth below, we deny the Petition and Objections. We also grant the requests for waiver of the Commission’s Local Television Ownership Rule. After carefully and thoroughly reviewing the record, we find that there are no material public interest harms arising from the Transactions. We further find that certain transaction-related public interest benefits are likely to be realized, especially given Gray’s reaffirmed commitment to “strong local news and information programming.” See Letter from Hilton Howell, Jr., Chairman and Chief Executive Officer, Gray Media, Inc. to Hon. Brendan Carr, Chairman, FCC, at 1 (filed Apr. 30, 2026) (Gray Localism Commitment Letter). Accordingly, we grant the Applications. Transactions. As set forth in the Applications, Gray also proposes to acquire WAND(TV), Decatur, Illinois, its first full power station in the Champaign-Urbana & Springfield-Decatur, IL DMA, and WLIO(TV), Lima, Ohio, its first full power station in the Lima, OH DMA. Gray proposes to own two full power stations (Duopoly) in the following DMA: · Columbus, GA-Opelika, AL. WTVM(TV), Columbus, Georgia, and WLTZ(TV), Columbus, Georgia. Gray proposes to own three full power stations (Triopoly) in the following two DMAs: · Lubbock, TX. KCBD(TV) and KJTV-TV, Lubbock, Texas, and KLCW-TV, Wolfforth, Texas. · Louisville, KY. WAVE(TV) and WDRB(TV), Louisville, Kentucky, and WBKI(TV), Salem, Indiana. Background. The Local Television Ownership Rule, as reflected in the Code of Federal Regulations, provides that an entity may own two television stations licensed in the same DMA if: “(i) the digital noise limited service contours of the stations . . . do not overlap; or (ii) at the time the application to acquire . . . 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 Sunday to Saturday, 7 a.m. to 1 a.m. daypart audience share ratings averaged over a 12-month period immediately preceding the date of the application, as measured by Nielsen Media Research or by any comparable professional, accepted audience ratings service.” 47 CFR § 73.3555(b) (vacated in part by Zimmer Radio). However, the court in Zimmer Radio vacated the latter provision—the Top-Four Prohibition—such that ownership of any two stations in a single DMA is now rule compliant. See Applications for Assignment of Licenses from Cunningham Broadcasting Corp. et al. to Subsidiaries of Sinclair, Inc., Letter Order, DA 26-108 (MB Feb. 3, 2026) (SinclairCunningham-Roberts Letter Order) (application for review pending). Ownership of more than two stations, however, is impermissible, unless the Commission finds good cause to waive application of the Local Television Ownership Rule. The Applicants filed the Applications prior to the issuance of the mandate in Zimmer Radio. Zimmer Radio of Mid-Missouri, Inc. v. FCC et al., Mandate, No. 24-1380 (8th Cir. Oct. 23, 2025). Consistent with the Local Television Ownership Rule in effect at the time the Applications were filed, The Local Television Ownership Rule then included a “case-by-case” review standard, which, the Applicants assert, should no longer be required to own any two full power stations in a DMA. See, e.g., Application for Consent to Transfer Control of WLTZ, LMS File No. 0000276662, Comprehensive Exhibit at 6-9 (SagamoreHill Comp. Exh.); Application for Consent to Transfer Control of WDRB, LMS File No. 0000276772, Comprehensive Exhibit at 2, 511 (Block Comp. Exh.). A copy of the SagamoreHill Comp. Exh. is attached to both of the SagamoreHill Applications, and a copy of the Block Comp. Exh. is attached to all of the Block Applications. Gray requested grant pursuant to either a failing station waiver 47 CFR § 73.3555(b), Note 7. or the Commission’s general waiver process. 47 CFR § 1.3. On September 22, 2025, the Bureau released a single Public Notice, accepting for filing and establishing a pleading cycle for three sets of assignment applications, including the Applications, from various licensees to Gray. Media Bureau Establishes Pleading Cycle for Three Sets of Assignment Applications to Gray Television Licensee, LLC, from Subsidiaries of (1) SagamoreHill Broadcasting II, LLC; (2) Block Communications, Inc.; and (3) Allen Media, LLC, Public Notice, 40 FCC Rcd 7446 (MB 2025) (Public Notice). The Bureau has already granted the applications seeking consent to the assignment of broadcast television station licenses from subsidiaries of Allen Media, LLC, to Gray. Applications for Assignment of Licenses from Subsidiaries of Allen Media, LLC to Gray Television Licensee, LLC, Letter Order, DA 26-281 (MB Mar. 23, 2026); Applications for Consent to the Assignment of Licenses from Subsidiaries of Allen Media, LLC, to Gray Television Licensee, LLC, Memorandum Opinion and Order, DA 26-427 (MB Apr. 30, 2026) (Gray-Allen Seven Market Order). It did so purely “as a matter of administrative convenience,” Public Notice at 2. not because the Transactions are financially or legally connected. The Bureau further “emphasize[d] that [it] will not necessarily process these applications simultaneously.” Id. On April 30, 2026, the United States Department of Justice (DOJ) granted Gray’s request for early termination of the waiting period provided by Section 7A(b)(2) of the Clayton Act and Sections 803.10(b) and 803.11(c) of the Premerger Notification Rules. Pleadings. DIRECTV asserts in its Petition that it has standing to file, alleging direct economic harm due to higher input prices that it claims it will have to pay as a result of the Transactions. Petition at 6-7. DIRECTV claims that it also has standing as a competitor. Id. at 7-8. DIRECTV maintains that Zimmer Radio does not affect the Applicants’ affirmative obligation under section 310(d) of the Communications Act of 1934, as amended (Act) to show that the proposed license transfer is in the public interest. Id. at 9-13; see also Newsmax Objection at 2-3. In addition, DIRECTV and the Objectors raise concerns that the Transactions would lead to harms as a result of increased levels of market control. They claim that the Transactions would increase retransmission consent rates by giving broadcasters more leverage over distributors in retransmission consent negotiations, which would ultimately flow through to satellite and cable customers. See Petition at 14-22; AANPHI Objection at 1-3; Cable Association Objection at 8-13; Business Forward Objection at 2; Civil Rights Coalition at 3-4. DIRECTV limits its objections to the markets in which Gray would create new station combinations involving major network affiliates. Petition at 5-6. DIRECTV and Business Forward assert that the Transactions will increase prices for local advertisers that rely on broadcast television spot advertisements. See Petition at 22-24; Business Forward Objection at 1; Newsmax Objection at 19-21. DIRECTV and the Cable Associations further argue that the Applicants’ claim that consolidation is necessary to support local news in the affected markets is speculative and not transaction-specific, and that Gray fails to offer firm commitments to increase local service. See Petition at 24-26; Cable Associations Objection at 13-15. The AANHPI Coalition argues that the proposed acquisitions not only would curtail competition, but also diminish localism as more stations fall under one owner’s programming model; shrink viewpoint diversity, leaving fewer independent editorial voices; and further marginalize minority communities in ownership, coverage, and visibility. AANHPI Objection at 3. The Civil Rights Coalition also raises concerns that such consolidation will reduce local news and increase duplication, and that the Applications fail to make an affirmative demonstration that the stations will serve the public interest, convenience, and necessity more broadly with regard to their anti-competitive effects, implications for localism, consequences for ownership and viewpoint diversity, and broader impact on consumers and communities. Civil Rights Coalition Objection at 2-5; see also Newsmax Objection at 6-18. In their Opposition, the Applicants claim that none of the Objectors have standing, asserting that DIRECTV’s claim to injury is speculative, and that the Objectors fail to make even a cursory effort to demonstrate how the Transactions would cause a direct injury. Joint Opposition of Gray Television Licensee, LLC; Alabama TV License Company LLC et al.; Independence Television Company et al.; and SagamoreHill of Columbus GA, LLC et al. at 4-6 (filed Dec. 10, 2025) (Joint Opposition). For the discussion on standing, see infra. at 7-8. The Applicants argue that the Commission should find good cause to waive the Local Television Ownership Rule, and that they have demonstrated that it is in the public interest to do so based on the unique characteristics of the markets and stations at issue. SagamoreHill Comp. Exh. at 8-12. The Applicants reiterate the arguments made in their Applications that the Transactions will produce significant public interest benefits, including the generation of “synergies that can be used to invest in the quality and quantity of locally produced content in the communities where the Applicants operate.” Joint Opposition at 3-4, 12-13. The Applicants ask that the Commission again dismiss the claim that retransmission consent outcomes form any basis for denying or delaying broadcast transactions, Id. at 13-24. and contend that DIRECTV’s arguments regarding the effect of the Transactions on spot advertising rates are generalized, speculative, and improper in the context of this adjudicatory proceeding. Id. at 24-28. With regard to the SagamoreHill Applications before us, DIRECTV argues that the SagamoreHill Applicants’ showings with regard to asserted benefits are “woefully insufficient.” Petition at 26-27. DIRECTV questions the SagamoreHill Applicants’ claims that the transfers of the Lubbock, TX and Columbus, GA-Opelika, AL stations will create “synergies.” Id. at 27. DIRECTV asserts that the SagamoreHill Applicants “speculate” that Gray will, among other “asserted benefits,” look to increase local news and entertainment programming, without describing any “specific, measurable, or verifiable plans.” Id. It also asserts that the SagamoreHill Applicants’ statement that Gray hopes to “increase local news” for each station is questionable, because Gray already provides “news and other services” to both stations pursuant to shared services arrangements and any such synergies “should already be realized through the current partnerships.” Id. In an informal objection filed months after the record in this proceeding closed, Newsmax reiterates the arguments that the Transactions would weaken competition for local news and raise costs for consumers, and also claims that the Bureau lacks authority to approve Top-Four combinations. See, e.g., Newsmax Objection at 1-2, 5-7, 11-19. Newsmax’s argument concerning the Bureau’s delegated authority to grant Top-Four combinations is a late-filed petition for reconsideration of the SinclairCunningham-Roberts Letter Order, and we will not address it herein. Gray filed a response asserting that the Newsmax Objection warrants no further comment, because it raises no fact or argument that has not been fully addressed in this proceeding previously, other than to attack a media merger that does not involve the Applicants. Letter from Kevin P. Latek, Executive Vice President, Secretary, and Chief Legal and Development Officer, Gray Media, Inc. to Marlene H. Dortch, Secretary, FCC, LMS File No. 0000295786 (dated Apr. 22, 2026). Standing. Under the Act, only a “party in interest” has standing to file a petition to deny. 47 U.S.C. § 309(d); 47 CFR § 73.3584. In addition to containing the necessary factual allegations to support a prima facie case that grant of the application would be inconsistent with the public interest, convenience, and necessity, a petition to deny must contain specific allegations of fact demonstrating that the petitioner is a party in interest. 47 U.S.C. § 309(d). 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 of someone with personal knowledge of the facts alleged. Id. In the broadcast regulatory context, standing is generally shown in one of three ways: (1) as a competitor in the market subject to signal interference; (2) as a competitor in the market subject to economic harm; or (3) as a resident of the station’s service area or regular listener or viewer of the station. See, e.g., Applications of Tribune Media Co. (Transferor) & Nexstar Media Group, Inc. (Transferee), et al., Memorandum Opinion and Order, 34 FCC Rcd 8436 (2019) (Nexstar/Tribune Order); Entercom License, LLC, MB Docket No. 16-357, Hearing Designation Order, 31 FCC Rcd 12196, 12205, para. 22 (2016); Connoisseur Media Licenses, LLC, Letter Order, 30 FCC Rcd 6045, 6048, 6049 (MB 2015). 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.” Liberman Television of Dallas License LLC, Debtor-in-Possession et al., Order, 34 FCC Rcd 8543, 8547, para. 7 (MB 2019); Cox Radio, Inc. & Summit Media, LLC, Letter Order, 28 FCC Rcd 5674, 5676, para. 2, n.12 (MB 2013). In general, a petitioner in an assignment or transfer proceeding also must allege and prove that: (1) it has suffered or will suffer an injury in fact; (2) there is a causal link between the proposed transfer and the injury in fact; and (3) not granting the assignment or transfer would remedy or prevent the injury in fact. See, e.g., Lujan v. Defenders of Wildlife, 504 U.S. 555 (1992); MCI Communications Corp., Memorandum Opinion and Order, 12 FCC Rcd 7790 (1997); Saga Communications of North Carolina, LLC and Library Productions, a Limited Partnership, re: WOXL-FM, Letter Order, 20 FCC Rcd 11987 (MB 2005). Consistent with Commission practice, to the extent that we find standing has not been established, we will treat such pleading as an informal objection and address the arguments raised. See 47 CFR § 73.3587. Consistent with Commission precedent, we determine that DIRECTV’s claims that the Transactions will have specific, negative effects on it, specifically related to retransmission consent fee negotiations, and that those harms can be cured by dismissal or denial of the applications underlying the Transactions, are sufficient to establish standing with regard to the Applications. See Petition at 6-9, Appx A, Declaration of Michael Hartmann. Accordingly, we find that DIRECTV qualifies as a party-in-interest in this proceeding. The Objectors all submitted their pleadings as comments, without any attached affidavits, and do not seek standing. Consistent with Commission practice, however, we will consider these pleadings as informal objections, pursuant to section 73.3587 of the Commission’s rules, 47 CFR § 73.3587. and address their arguments. Discussion. Section 310(d) of the Act provides that no station license shall be transferred or assigned except upon application to the Commission and upon a finding by the Commission “that the public interest, convenience, and necessity will be served thereby.” 47 U.S.C. § 310(d). In making this determination, we first assess whether the proposed transaction complies with the specific provisions of the Act, other applicable statutes, and the Commission’s rules. Applications for Consent to the Transfer of Control of Paramount Global, Memorandum Opinion and Order, 40 FCC Rcd 5689, 5701, para. 25 (2025). If the proposed transaction does not violate a statute or rule, we then consider whether the transaction could result in public interest harms by substantially frustrating or impairing the objectives or implementation of the Act or related statutes. Id. The Commission’s rules may be waived for good cause shown. 47 CFR § 1.3. When an applicant seeks waiver of a rule, it must plead with particularity the facts and circumstances which warrant such action. WAIT Radio v. FCC, 418 F.2d 1153, 1157, para. 2 (D.C. Cir. 1969). Waiver is appropriate “if special circumstances warrant a deviation from the general rule and such deviation will serve the public interest.” See Northeast Cellular Telephone Co. v. FCC, 897 F.2d 1164, 1166 (citing WAIT Radio, 418 F.2d at 1159); NetworkIP, LLC v. FCC, 548 F.3d 116, 127 (D.C. Cir. 2008). In making this determination, the Commission may take into account considerations of hardship, equity, or more effective implementation of overall policy on an individual basis. Northeast Cellular, 897 F.2d at 1166. Rule-Compliant Markets. We find that Gray’s proposed Duopoly in the Columbus, GA-Opelika, AL DMA, as well as its acquisition of a first full power station in the Lima, OH and Champaign-Urbana & Springfield-Decatur, IL DMAs, fully comply with the Commission’s rules, including the postZimmer Radio Local Television Ownership Rule. See Gray-Allen Seven Market Order at 8, para. 20, n.55 (citing Sinclair-Cunningham-Roberts Letter Order at 8 (“Where the Commission has adopted a specific, numerical ownership limit, as it has with the Two-Station Limit, an applicant satisfies its initial burden of showing that the transaction is in compliance with the Act and the Commission’s rules and policies related to competition and diversity by correctly certifying compliance with that limit.”)). Further, as discussed below, we find that there are no cognizable public interest harms identified in the record that would require further consideration of these station acquisitions. Sinclair-Cunningham-Roberts Letter Order at 8-9 (“A more detailed showing is necessary only if the applicant is seeking a waiver, if a petitioner raises cognizable potential public interest harms, or if the Commission, on its own review, determines that additional information is required to process the application.”) (internal citations omitted). Accordingly, we conclude that granting consent to these assignments of license to Gray will serve the public interest, convenience, and necessity. Triopolies. As set forth in the Applications, Gray proposes to own Triopolies in the Lubbock, TX and Louisville, KY DMAs and, therefore, seeks waivers of the Local Television Ownership Rule. Lubbock, TX. Gray owns and operates KCBD, the top-ranked station in the Lubbock, TX market, as well as KLCW-TV, the tenth-ranked station in the DMA. SagamoreHill Comp. Exh. at 15 & Att. 6, Letter from Gregory Guy, Tideline Partners, LLC, to Robert Folliard, III, at 2 (dated Aug. 13, 2025) (SagamoreHill Broker Letter). The SagamoreHill Applicants explain that with “overall broadcast revenue continuing to shrink over recent years, all four Big Four affiliate owners are competing for a decreasing share of revenue that is critical to supporting local news gathering operations in the market.” SagamoreHill Comp. Exh. at 16. Further complicating this picture, the Lubbock, TX DMA is ranked 140th in the country and serves approximately 177,000 television households spread across 18 counties, with a corresponding population of just under 470,000 spread out over 17,000 square miles. Id. at 15. The SagamoreHill Applicants contend that the “large geographic area and low population density” of Lubbock make it a challenging market to serve. Id. They further explain that Gray has firsthand knowledge of the difficulties in serving this market as a result of its acquisition of KLCW-TV in 2021 pursuant to a failing station waiver. Id. at 16; Ramar Communications, Inc. Gray Television Licensee, LLC, Letter Order, 35 FCC Rcd 14886 (MB 2020). In granting the requests for waiver herein, we are not explicitly applying the “failing” station waiver standard. Application for Consent to the Assignment of the License of WSWB(TV), Scranton, Pennsylvania, from MPS Media of Scranton License, LLC to WQMY Licensee, LLC, Letter Order, DA 26-387, at 3, n.24 (MB Apr. 21, 2026); 47 CFR § 73.3555, Note 7; Review of the Commission’s Regulations Governing Television Broadcasting, Report and Order, 14 FCC Rcd 12903, 12939, para. 81 (1999) (1999 Local Ownership Order). Despite Gray’s investment of substantial resources to improve that station’s programming and facilities, KLCW-TV continues to have less than one percent of market share and, if operated as a stand-alone station, would continue to lose money every year. SagamoreHill Comp. Exh. at 15-16. According to Gregory Guy, KLCW-TV earned only $200,000 in local advertising revenue in 2024, which is less than 1.0% of the share of the local video advertising market in Lubbock. SagamoreHill Broker Letter at 2-3. Gray states that if the Transactions are approved, it will “immediately look to increase local news and entertainment programming produced by KJTV-TV.” SagamoreHill Comp. Exh. at 17. Today, “KJTV-TV airs 22.5 hours of news a week. If Gray is permitted to acquire KJTV-TV, Gray anticipates quickly adding seven hours of local news per week (two hours of original, live news and 5 hours of news that is simulcast).” Id. In addition, under its ownership, “Gray will expand coverage of local emergencies and provide live breaking news coverage to KJTV-TV’s viewers.” Id. We find that special circumstances warrant grant of the waiver request to permit Gray to own three full power stations and that such degree of common ownership will not hurt competition in the Lubbock, TX market, but bolster it. See, e.g., Application for Consent to the Assignment of the License of WRTV(TV), Indianapolis, Indiana, from Scripps Broadcasting Holdings LLC to CCB License, LLC, Order, DA 26-207, at n.27 (MB Feb. 27, 2026) (Circle City Order). Gray’s commitment to increase local news programming on KJTV-TV will benefit not just viewers, but also advertisers, by providing higher quality advertising availabilities. Furthermore, requiring divestiture of one station, such as the tenth-ranked KLCW-TV, to an independent buyer (in the event one could be found) is not likely to produce significant public interest benefits. An independent broker’s analysis indicates that any potential sale of KJTV-TV and KCLW-TV on a stand-alone basis “likely would not identify any out-of-market buyers.” SagamoreHill Broker Letter at 1. Furthermore, “any buyer would be acquiring assets with low potential for growing revenue, would seek to retain a barebones staff to operate the station, and face the same fierce competition from other in-market stations.” SagamoreHill Broker Letter at 3. We agree with the SagamoreHill Applicants that “the public interest will best be served if Gray is permitted to acquire KJTV-TV, without being forced to divest [KLCW-TV], so Gray can generate additional synergies that can be reinvested into the Lubbock market to the benefit of viewers in Lubbock.” SagamoreHill Comp. Exh. at 17. Thus, strict compliance with the Local Television Ownership Rule would be inconsistent with the purpose of that rule—promoting competition among broadcast television stations—and, therefore, inconsistent with the public interest. See 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 Nos. 14-50 et al., Order on Reconsideration and Notice of Proposed Rulemaking, 32 FCC Rcd. 9802, 9833, para. 71 (2017) (2014 Quadrennial Regulatory Review); 2018 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. 18-349, Report and Order, 38 FCC Rcd 12782, 12827, para. 81 (2023) (2018 Quadrennial Regulatory Review), vacated in part, aff'd in part, Zimmer Radio (Local Television Ownership Rule “remains first and foremost competition-focused”). Moreover, we find that grant will result in more effective implementation of Commission policy by preserving and promoting increased local programming in the Lubbock, TX DMA. Louisville, KY. Gray owns WAVE(TV), Louisville, Kentucky, and proposes to acquire WDRB(TV), Louisville, Kentucky and WBKI(TV), Salem, Indiana. The Bureau approved common ownership of WBKI and WDRB in 2020 after finding that the proposed transfer satisfied the four prongs of the “failing station” waiver. Independence Television Company, WDRB(DT), Louisville, KY and WBKI(DT), Salem, Indiana, File Nos. BTCCDT-20200221AAG and AAH, Letter Order (MB May 1, 2020). Block subsidiary Independence Television Company (ITC) acquired WBKI in 2001 pursuant to “an unbuilt station waiver” of the Local Television Ownership Rule. Since that time, WBKI was constructed and commenced operations, requiring ITC to then seek in 2020 a “failing station” waiver for common ownership to continue. Id. at 2. Louisville, KY is the 49th-ranked DMA, and has five full power commercial stations. Block Comp. Exh. at 6. WBKI is the fifth-ranked station in market, Id. at 5 & n.17; id., Att. 8, Letter from Gregory Guy, Tideline Partners, LLC, to Robert Folliard, III at 2 (dated Aug. 15, 2025) (Block Broker Letter). The Block Applicants submit that WBKI is the sixth-ranked station in the market, but concede that “[u]nder Nielsen’s methodology, the fifth-ranked station is not a standalone station but the MeTV multicast stream broadcast” on another station. However, the Commission’s methodology does not rank a multicast stream as a station, and we therefore treat WBKI as the fifth-ranked station. and has consistently generated the lowest advertising revenue share. Block Comp. Exh. at 6. The Block Applicants provide that “unlike local broadcast advertising revenue in Louisville, local advertising revenue for [connected TV (CTV)] and streaming services is growing – approximately 18% per year. In fact, by 2028, BIA estimates that CTV and streaming services will earn more local video advertising revenue than every television station in the Louisville DMA.” Id. at 6. In support of their request to waive the Local Television Ownership Rule, the Block Applicants submit that “through enhanced local news programming investments and capabilities, the Transactions will empower WAVE, WDRB, and WBKI to better serve Louisville DMA viewers” Id. at 9. by allowing these stations’ to “offer more hours for local news programming, expand Louisville residents’ access to local news, increase local sports coverage, and augment advertising revenue in the market.” Id. at 7. Specifically, “Gray anticipates producing 120 hours of live local news and lifestyle per week to the stations based on WAVE and WDRB’s current programming.” Id. at 8. In further support of their waiver request, the Block Applicants maintain that given the weakness of WBKI, which Gray asserts shows signs of “failing,” 47 CFR § 73.3555, Note 7; 1999 Local Ownership Order, 14 FCC Rcd at 12939, para. 81 (establishing the presumptive “failing” station waiver standard). We again note that in granting the request for waiver herein, we are not explicitly applying the “failing” station waiver standard. combined ownership would result in “substantial public benefits to Louisville residents.” Block Comp. Exh. at 11. In addition, the Block Applicants assert that WBKI’s circumstances would be “even bleaker if the station were sold to an independent third party.” Id. at 10. Specifically, “[w]ithout the efficiencies of sharing facilities, employees, advertising sales, and other operations with WDRB (and, as a result of the Transaction, WAVE), WBKI would face even lower viewership and revenue.” Id. Instead, if the Applications are granted, “Gray plans to utilize its resources to reinvigorate WBKI with local programming that would be prohibitively expensive and logistically challenging for WBKI to produce and deliver as a stand-alone station.” Id. at 11. More specifically, the Block Applicants and the Gray Localism Commitment Letter document several ways that Gray will improve service based upon the combined ownership of WAVE, WDRB, and WBKI. First, Gray will be able to increase and enhance quality of programming through synergies, most notably combining their operations into a single studio, which also “will enable hiring more reporters, producers, and other newsroom staff—facilitating more local news stories.” Id. at 7-8. Gray also commits that it “will add investigators to its news staff in Louisville to bolster the strong news department.” Gray Localism Commitment Letter at 2. Second, “adding WDRB and WBKI to Gray’s WAVE creates more time blocks for local news coverage that could benefit Louisville DMA viewers.” Block Comp. Exh. at 8. For example, WDRB’s “current 30 hours of syndicated programming per week would provide the capacity to develop more local news programming that will further meet the needs of Louisville DMA viewers.” Id. Gray has already, at WAVE, replaced “all of its nationally syndicated content with locally produced content and other news programming that Gray produces.” Id. Gray states that it will look to follow the same playbook at WDRB and WBKI. Id. Third, according to Gray, combining WAVE, WDRB, and WBKI will expand Gray’s livestreaming capability and allow all of those stations to reach viewers who do not have access to over-the-air broadcast news programming. Id. at 8-9. Fourth, grant of the Block Applications will provide Louisville viewers with more live local sports for free. Id. at 9. Gray emphasizes that it will have more opportunities to shift locally-produced programming to an acquired Block station if a network preempts its existing local programming. Gray Localism Commitment Letter at 2-3. As an example, Gray submits that if its WAVE post-race coverage of the Kentucky Derby is preempted by the NBA playoffs, Gray’s potential ownership of the Block stations would allow Gray to shift its post-race coverage to a sister station. Fifth, Gray asserts that grant of the Block Applications will enable the Block stations to leverage Gray’s digital resources, which will “allow the stations to better compete for advertising revenue and serve their local viewers.” Block Comp. Exh. at 9. We find that special circumstances warrant grant of the waiver request to permit Gray to own three full power stations and that such degree of common ownership will not hurt competition in the Louisville, KY market, but bolster it. See, e.g., Circle City Order at n.27. Gray’s commitment to increase and enhance local programming on WBKI will benefit not just viewers, but also advertisers by preserving competition for local advertising availabilities. Furthermore, requiring divestiture of one station, such as the low-ranked WBKI, to an independent buyer (in the event one could be found) is not likely to produce significant public interest benefits. See, e.g., Block Broker Letter at 2 (“There is no reason to believe that WBKI would be able to sell enough advertising time as a standalone station to support the station’s operations, much less to generate profit sufficient to justify a new owner’s investment.”). Further, the independent broker indicates his belief that any effort to sell WBKI on a stand-alone basis “likely would not identify any out-of-market buyers” and “no out-of-market buyer would acquire the station at other than a severely depressed price.” Id. at 1. We agree with the Block Applicants that common ownership of WBKI, WDRB, and WAVE will result in substantial public benefits to Louisville residents, and that “[t]hese benefits are particularly pronounced with regard to WBKI, which lacks the ability to deliver high-quality network, syndicated, and local programming as an independently operated station.” Block Comp. Exh. at 11. Thus, strict compliance with the Local Television Ownership Rule would be inconsistent with the purpose of that rule—promoting competition among broadcast television stations—and, therefore, inconsistent with the public interest. See 2014 Quadrennial Regulatory Review, 32 FCC Rcd at 9833, para. 71; 2018 Quadrennial Regulatory Review, 38 FCC Rcd at 12827, para. 81 (Local Television Ownership Rule “remains first and foremost competition-focused”). Moreover, we find that grant will result in more effective implementation of Commission policy by preserving and promoting increased local programming in the Louisville, KY DMA. Potential Public Interest Harms. DIRECTV, the Cable Associations, and Business Forward raise allegations of prospective harms resulting from the proposed combinations with respect to retransmission consent. Specifically, they argue that Gray will have enhanced leverage to demand higher retransmission consent fees from MVPDs that will result in higher prices for MVPD customers. See, e.g., Cable Associations Objection at 9. However, the Commission has stated that an increase in retransmission consent rates by itself is not necessarily a public interest harm. Nexstar/Tribune Order, 34 FCC Rcd at 8451, para. 29. Instead, the Commission has found a public interest harm exists only where an increase is not the product of “competitive marketplace considerations.” Implementation of the Satellite Home Viewer Improvement Act of 1999 Retransmission Consent Issues: Good Faith Negotiation and Exclusivity, MB Docket No. 99-363, First Report and Order, 15 FCC Rcd 5445, 5469-70, paras. 56-58 (2000) (finding that “[c]onsiderations that are designed to frustrate the functioning of a competitive market” and “[c]onduct that is violative of national policies favoring competition” are not “competitive marketplace considerations”). Over the years, the Commission has consistently affirmed Congress’s intent, in creating the retransmission consent regime, to “establish a marketplace for the disposition of the rights to retransmit broadcast signals” but not to “dictate the outcome of the ensuing marketplace negotiations.” See, e.g., Implementation of Section 103 of the STELA Reauthorization Act of 2014 Totality of the Circumstances Test, MB Docket No. 15-216, Notice of Proposed Rulemaking, 30 FCC Rcd 10327, 10328, para. 2 (2015), citing S. Rep. No. 92, 102nd Cong., 1st Sess. (1991), reprinted in 1992 U.S.C.C.A.N. 1133, 1169. Under this regime, broadcast television stations and MVPDs are required to “negotiate in good faith,” and it is not a violation of the duty to negotiate in good faith where a party enters into agreements “containing different terms and conditions, including price terms” with different entities, provided “such different terms and conditions are based on competitive marketplace considerations.” See 47 U.S.C. § 325(b)(3)(C). We reiterate that issues of broad applicability, such as the effect of broadcast industry consolidation on the retransmission consent process, are best handled in a rulemaking of industrywide effect. ACME Television, Inc., Letter Decision, 26 FCC Rcd 5189, 5192 (MB 2011) (citing Pine Bluff Radio, Inc., Memorandum Opinion and Order, 14 FCC Rcd 6594, 6599 (1999); Application of Great Empire Broadcasting, Inc. and Journal Broadcasting Corp., Memorandum Opinion and Order, 14 FCC Rcd 11145, 11148 (1999)). See also Community Television of Southern California v. Gottfried, 459 U.S. 499, 511 (1983) (“[A] rulemaking is generally a better, fairer, and more effective method of implementing a new industry wide policy than uneven application of conditions in isolated [adjudicatory] proceedings.”). Accordingly, we find that the allegations regarding retransmission consent do not raise a substantial and material question of fact as to whether grant of the Applications would serve the public interest. We also find no merit to the claims made by DIRECTV and Business Forward that there will be harms to the local spot advertising market. Their argument takes an outdated and unduly narrow view of the competitive environment, in which digital advertising does not serve as a substitute for traditional local television ads, and streamers and cable providers do not offer targeted and DMA-wide advertising options. See, e.g., Streaming TV Advertising is Taking Over – Here’s How to Get Ahead of the Curve (Nov. 5, 2025), https://nationalmediaspots.com/streaming-tv-advertising-is-taking-over-heres-how-to-get-ahead-of-the-curve/; Addressable TV: How Advertising is Evolving With Television (Mar. 14, 2019), https://www.paramount.com/news/addressable-tv-how-advertising-is-evolving-with-television. Moreover, the Commission has never defined a market for spot advertising, and, to the extent that the Commission is to consider such an argument, we believe it is better addressed in the context of a rulemaking of industrywide nature. Multiple Objectors raise concerns regarding localism and viewpoint diversity. See, e.g., AANHPI Objection at 3. We find that these arguments regarding the prospective impact on localism do not raise a substantial and material question of fact as to whether grant of the Applications would serve the public interest. None of the contentions that localism would decline are specific to the Transactions before us, much less to the Lubbock, TX and Louisville, KY DMAs. Rather, they are all cursory and conclusory criticisms of consolidation, and are not particular to Gray’s ownership or management. Gray’s assertion that it “has a long history of expanding local service in markets where it operates two stations, including numerous markets where it has received waivers to acquire failing stations where existing Gray stations are leaders in their markets,” SagamoreHill Comp. Exh. at 3. is unchallenged by the Objectors. Potential Public Interest Benefits. We next review the potential public interest benefits. The Commission finds a claimed benefit to be cognizable only if it is: (1) transaction-related; (2) verifiable; and (3) likely to flow through to consumers and not inure solely to the benefit of the company. See Applications Filed for the Transfer of Control of Authorizations Held by Frontier Communications Corporation, Debtor-in-Possession and Its Wholly Owned Subsidiaries et al., WC Docket No. 20-197 et al., Memorandum Opinion and Order and Declaratory Ruling, 36 FCC Rcd 291, 301, para. 25 (WCB/IB/WTB/OEA 2021); Applications of T-Mobile US, Inc., and Sprint Corp., for Consent to Transfer Control of Licenses and Authorizations, Applications of American H Block Wireless L.L.C., DBSD Corp., Gamma Acquisition L.L.C., and Manifest Wireless L.L.C. for Extension of Time, Memorandum Opinion and Order, Declaratory Ruling, and Order of Proposed Modification, 34 FCC Rcd 10578, 10671, para. 214 (2019); Applications of Level 3 Communications, Inc. and CenturyLink, Inc. for Consent to Transfer Control of Licenses and Authorizations, Memorandum Opinion and Order, 32 FCC Rcd 9581, 9604, para. 50 (2017) (citing AT&T Inc. and BellSouth Corporation Application for Transfer of Control, WC Docket No. 06-74, Memorandum Opinion and Order, 22 FCC Rcd 5662, 5761, para. 202 (2007)); Applications of AT&T Inc. and DIRECTV for Consent to Assign or Transfer Control of Licenses and Authorizations, Memorandum Opinion and Order, 30 FCC Rcd 9131, 9237, paras. 273-74 (2015). Here, we find that the record indicates that grant of the Applications will produce public interest benefits to viewers of the Applicants’ stations, including by “creating conditions that naturally lead to increased local programming production and improved service in each market.” See Sagamore Hill Comp. Exh. at 3. We also recognize Gray’s commitments with respect to its hiring practices. Gray Localism Commitment Letter; see Letter from Hilton Howell, Jr., Chairman and Chief Executive Officer, Gray Media, Inc. to Hon. Brendan Carr, Chairman, FCC, LMS File Nos. 0000277192 et al., at 1-2 (filed Apr. 30, 2026) (Gray Workforce Commitment Letter). Gray commits to making its Washington, D.C., News Bureau available to “any station that it acquires from . . . SagamoreHill[] or Block that wishes to connect local viewers with their lawmakers in Washington, D.C.” Gray Localism Commitment Letter at 3. Gray submits that it has had “great success integrating previously acquired stations with its renowned team of D.C.-based journalists and will use the same process to expand the D.C. Bureau’s coverage to all of affected DMAs.” Id. We have previously found that expanded access to Washington, DC, and state news bureaus that results from a transaction “provide[s] transactionspecific, public interest benefits” to viewers See Nexstar/Tribune Order, 34 FCC Rcd at 8449-8450, para. 26; see also Transfer of Control of Raycom Media, Inc. to Gray Television, Inc., MB Docket No. 18-230, Memorandum Opinion and Order, 33 FCC Rcd 12349, 12356 & 12361-62, paras. 14 & 31 (2018) (Gray-Raycom Order); Applications to Transfer Control of License Subsidiaries of Media General, Inc., to Nexstar Media Group, Inc., Memorandum Opinion and Order, 32 FCC Rcd 183, 194-196, paras. 26-29 (MB/WTB 2017). and that even shared news sources provide public interest benefits when stations did not have prior access to those sources. See Nexstar/Tribune Order, 34 FCC Rcd at 8450, para. 26; GrayRaycom Order, 33 FCC Rcd at 12361-62, para. 31. The Applicants identify additional investments that Gray has committed to make that will further strengthen its stations’ service to their communities. Gray has made a number of commitments to localism, most notably increasing the amount and availability of local programming in the aggregate in the acquisition markets, and launching a new application that distributes local content for each of the Big Four-affiliated stations in the affected markets. Gray Localism Commitment Letter at 2-3. We find these measures to be in the public interest. We recognize Gray’s commitment to equal opportunity employment and nondiscrimination as strengthening its service in the public interest. Gray Workforce Commitment Letter at 1-3. Gray states that it does not have DEI programs in place today and will not establish such initiatives. Gray further summarizes the changes it has made to its practices to promote equal employment and nondiscrimination and additional commitments it will make upon closing the proposed Transactions, including to its hiring and promoting practices, training, compensation, supplier and vendor selection, leadership structure and job functions, employee groups, and public and internal messaging. Id. at 1-3. We accept Gray’s commitment as firm and definite, and expect that these changes will prevent DEI discrimination in the post-transaction company, as consistent with the law and public interest. Id. The Commission has acknowledged that a transaction enabling a combined company to emerge as a stronger competitor in the marketplace is a transaction-specific benefit to consumers. See, e.g., Applications Filed by Qwest Communications International, Inc. and CenturyTel, Inc. d/b/a CenturyLink for Consent to Transfer Control, WC Docket No. 10-110, Memorandum Opinion and Order, 26 FCC Rcd 4194, 4202, para. 15, 4212, para. 39 (2011); Applications of GCI Communication Corp., ACS Wireless License Sub, Inc., ACS of Anchorage License Sub, Inc., and Unicom, Inc. for Consent to Assign Licenses to the Alaska Wireless Network, LLC, Memorandum Opinion and Order and Declaratory Ruling, 28 FCC Rcd 10433, 10472-73, paras. 100-101 (2013); CenturyLink-Level 3 Order, 32 FCC Rcd at 9605, paras. 52-53; Applications of XO Holdings and Verizon Communications Inc. For Consent to Transfer Control of Licenses and Authorizations, Memorandum Opinion and Order, 31 FCC Rcd 12501, 12534, para. 61 (WCB, IB, WTB 2016). Overall, based on the record before us, we find that grant of the Applications is likely to result in public interest benefits and therefore we find that a grant serves the public interest, convenience, and necessity. Conclusion. Pursuant to a detailed review of the Applications and related filings in this proceeding, as well as a thorough analysis of the potential harms and benefits of the Transactions, and subject to the firm and definite commitments of the Applicants to take certain actions, as set forth above, we find that the Applicants are fully qualified and that grant of the Applications will result in public interest benefits. We, therefore, conclude that grant of the Applications will serve the public interest, convenience, and necessity. Accordingly, having reviewed the Applications and the record in this matter, IT IS ORDERED, pursuant to sections 4(i) and (j), and 310(d) of the Communications Act of 1934, as amended, 47 U.S.C. §§ 154(i), 154(j), 310(d), that the applications listed in the Attachment seeking consent to assign the licenses for certain broadcast television stations from SagamoreHill of Columbus, GA, LLC; SagamoreHill of Lubbock, LLC; and subsidiaries of Block Communications, Inc. to Gray Television Licensee, LLC, ARE GRANTED. IT IS FURTHER ORDERED that, pursuant to section 1.3 of the Commission’s rules, 47 CFR § 1.3, the requests of Gray Television Licensee, LLC, for waiver of section 73.3555(b) of the Commission’s rules, 47 CFR § 73.3555(b) (vacated in part by Zimmer Radio), ARE GRANTED. IT IS FURTHER ORDERED, pursuant to sections 4(i) and (j), 309, and 310(d) of the Communications Act of 1934, as amended, 47 U.S.C. §§ 154(i), 154(j), 309, 310(d), that, only with respect to the Applications, the Petition to Deny (LMS Pleading File No. 0000280897) filed by DIRECTV, LLC, and the Objections, as defined herein (LMS Pleading File Nos. 0000284189; 0000284195; 0000284451; 0000284499; and 0000295742), ARE DENIED. These actions are taken pursuant to Sections 0.61 and 0.283 of the Commission’s rules, 47 CFR §§ 0.61, 0.283, and Sections 4(i) and (j), 47 U.S.C. §§ 154(i), 154(j). Sincerely, /s/ David J. Brown Chief, Video Division Media Bureau Attachment Assignment from SagamoreHill of Columbus, GA, LLC Call Sign Community of License Facility ID No. LMS File No. WLTZ COLUMBUS, GA 37179 0000276662 Assignment from SagamoreHill of Lubbock, LLC Call Sign Community of License Facility ID No. LMS File No. KJTV-TV LUBBOCK, TX 55031 0000276663 KJTV-CD WOLFFORTH, TX 168090 0000276664 K19KT-D HOBBS, NM 55034 0000276665 Assignment from Independence Television Company Call Sign Community of License Facility ID No. LMS File No. WDRB LOUISVILLE, KY 28476 0000276772 WBKI SALEM, IN 34167 0000276773 Assignment from Lima Communications Corporation Call Sign Community of License Facility ID No. LMS File No. WLIO-TV LIMA, OH 37503 0000276778 Assignment from WAND TV, Inc. Call Sign Community of License Facility ID No. LMS File No. WAND DECATUR,IL 70852 0000276779 W33EK-D EFFINGHAM, IL 182814 0000276780 W29ES-D JACKSONVILLE, IL 182815 0000276781 W23EQ-D DANVILLE, IL 70853 0000276782 Assignment from West Central Ohio Broadcasting, Inc. Call Sign Community of License Facility ID No. LMS File No. WOHL-CD LIMA, OH 68549 0000276783 WAMS-CD MINSTER/NEW BREMEN, OH 70612 0000276784 WFND-LD FINDLAY, OH 21475 0000276785 WPNM-CD LEPSIC, OH 21476 0000276786 4