Federal Communications Commission FCC 08-11 Before the Federal Communications Commission Washington, D.C. 20554 In the Matter of General Motors Corporation and Hughes Electronics Corporation, Transferors And The News Corporation Limited, Transferee, For Authority to Transfer Control ) ) ) ) ) ) ) ) ) ) MB Docket No. 03-124 ORDER ON RECONSIDERATION Adopted: January 15, 2008 Released: February 25, 2008 By the Commission: Commissioners Copps and Adelstein dissenting and issuing separate statements I. INTRODUCTION 1. By Memorandum Opinion and Order (Order) in the above-captioned proceeding, the Commission approved, with conditions, the application (Application)1 of General Motors Corporation (GM), Hughes Electronics Corporation (Hughes), and the News Corporation Limited (News Corp.) (collectively, the Applicants) for consent to transfer control of various Commission licenses and authorizations, including direct broadcast satellite (DBS) and fixed satellite space station, earth station, and terrestrial wireless authorizations held by Hughes and its wholly- or majority-owned subsidiaries, to News Corp.2 The transaction involved the split-off of Hughes from GM, wherein Hughes became a separate and independent company, followed by a series of transactions through which News Corp., through its majority-held subsidiary, Fox Entertainment Group, acquired a 34 percent interest in Hughes. The transaction resulted in News Corp. holding the single largest block of shares in Hughes, thus providing News Corp. with a de facto controlling interest over Hughes and its subsidiaries.3 2. On February 13, 2004, the National Hispanic Media Coalition (NHMC) filed a Petition for Reconsideration in which it raises various issues and requests that the matter be designated for hearing.4 On March 19, 2004, the Applicants filed an Opposition to the Petition for Reconsideration 1 See Consolidated Application of General Motors Corporation and Hughes Electronics Corporation, Transferors, and the News Corporation Limited, Transferee, for Authority to Transfer Control, May 2, 2003. 2 See In the Matter of General Motors Corporation and Hughes Electronics Corporation, Transferors, and The News Corporation Limited, Transferee, For Authority to Transfer Control, 19 FCC Rcd 473 (2004) (News-Hughes Order). The Commission adopted the Order on December 19, 2003, and released it on January 14, 2004. 3 After the Commission approved the Application, Hughes changed its name to “the DIRECTV Group, Inc.” (DirecTV). See Hughes Changes Company Name to ‘The DIRECTV Group, Inc.’ (press release), Mar. 16, 2004. 4 See NHMC Petition for Reconsideration at 2-3. Federal Communications Commission FCC 08-11 2 (Opposition). On April 5, 2004, NHMC filed a Reply to the Opposition to its Petition for Reconsideration (Reply).5 3. NHMC has not shown that reconsideration is warranted. The request for transfer of licenses and authorizations was granted subject to a number of conditions intended to ameliorate the impact of any potential public interest harms, while preserving the benefits of the transaction for the public. Based on a thorough review and analysis of the record, which is detailed in the Order, the Commission concluded that, “on balance, the public interest will be served by approval of the application as amended by the conditions that we impose herein.”6 NHMC’s Petition for Reconsideration fails to raise any facts or questions of law showing that the Commission’s decision was incorrect. The Petition for Reconsideration neither demonstrates an error in the Commission’s decision nor presents new evidence, pursuant to the requirements of Section 1.106 of the Commission’s Rules, which would support reconsideration of the decision.7 We therefore deny NHMC’s Petition for Reconsideration in all respects. II. DISCUSSION 4. Pursuant to Section 1.106 of the Commission’s Rules, parties may petition for reconsideration of final Commission actions.8 Reconsideration is appropriate only where the petitioner either shows a material error or omission in the original order or raises additional facts not known or existing until after the petitioner’s last opportunity to present such matters.9 5. In its Petition for Reconsideration, NHMC argues that: (1) the public did not have prior notice as to the standard of review to be applied; (2) the record does not support the decision; (3) the “permit-but-disclose” ex parte status of the proceeding led to an improper result; and (4) the matter should be designated for hearing.10 In their Opposition, the Applicants assert that NHMC’s arguments were fully addressed and rejected by the Commission in the Order.11 In its Reply, NHMC argues that the permit-but-disclose status of the proceeding “does not comport with the Commission’s ex parte rules.”12 As discussed herein, NHMC fails to make the requisite showing that reconsideration is warranted. 5 On February 13, 2004, Pegasus Development Corporation (Pegasus) also filed a Petition for Reconsideration, alleging, inter alia, that the Applicants concealed from the Commission various related agreements that they had entered into with Telesat, preventing a fair review of the license transfer application. On May 26, 2005, Pegasus formally withdrew its Petition for Reconsideration. Accordingly, this Order on Reconsideration addresses only the remaining Petition for Reconsideration filed by NHMC. 6 News-Hughes Order, 19 FCC Rcd at 624 ¶ 358. 7 See 47 C.F.R. § 1.106. 8 47 C.F.R. § 1.106. 9 See 47 C.F.R. § 1.106(c)(1); GTE Corporation, Transferor, and Bell Atlantic Corporation, Transferee, Order on Reconsideration, 18 FCC Rcd. 24871, 73 ¶ 5 (2003) (GTE-Bell Atlantic Order on Recon.) (citing Applications of WWIZ, Inc., Memorandum Opinion and Order, 37 FCC 685, 686 (1964), aff'd sub nom. Lorain Journal Co. v. FCC, 351 F.2d 824 (D.C. Cir. 1965), cert. denied, 383 U.S. 967 (1966)). 10 See Petition for Reconsideration at 2-3. 11 See Opposition at 15-16. 12 Reply at 3; see generally 47 C.F.R. §§ 1.1200-1.1216. Federal Communications Commission FCC 08-11 3 A. Standard of Review for License Transfers 6. NHMC argues that a substantial and material question exists as to whether the transaction is in the public interest because the Commission had not promulgated final rules pursuant to its 2002 Biennial Review of the agency’s broadcast ownership provisions, which NHMC contends were needed to determine which factual showings and/or legal standards were relevant to the Commission’s review of the proposed license transfers.13 It states that as a result, the Commission, Applicants, and the public were unable to assess the implications of the Commission’s broadcast ownership rules on the proposed transaction.14 NHMC argues that because the Commission lacked final broadcast multiple and cross- ownership rules, the decision violates the notice and comment provisions of the Administrative Procedure Act.15 7. The Applicants state in their Opposition that the Commission considered and rejected this argument in the Order.16 They point out that the application did not create any ownership combinations that would be affected by the outcome of the 2002 Biennial Review proceeding, and argue that, in any event, NHMC’s claims are largely moot because the Commission issued final ownership rules in its 2002 Biennial Review Order on July 2, 2003, some six months before the Commission issued its Order in this proceeding.17 8. Section 309(d) of the Communications Act provides that a petition to deny “shall contain specific allegations of fact sufficient to show that the petitioner is a party in interest and that a grant of the application would be prima facie inconsistent with” the public interest, convenience, and necessity.18 In no filings has NHMC submitted any argument or evidence showing that the procedural status of the broadcast ownership rules caused prejudice to any party, including itself, affected by the subject license transfer application. NHMC has not even alleged that the transaction would violate any of the Commission’s media ownership rules or frustrate the Commission’s policy goals in this area. NHMC therefore has not shown that the application would be prima facie inconsistent with the public interest, convenience, and necessity. NHMC simply argues that the lack of final broadcast ownership rules 13 See Petition for Reconsideration at 3-4. This argument was also made in NHMC’s Petition to Deny filed in the transaction review proceeding. See Petition to Deny (Jun. 16, 2003) at 2-4, where NHMC argued that without the newly adopted multiple and cross ownership rules in effect, “the public has no idea what the relevant factual showings and/or legal standards are.” See also NHMC Reply to Opposition to Petitions to Deny and Reply Comments (Jul. 14, 2003) at 2. 14 See Petition for Reconsideration at 4 (“There was no standard, published or otherwise, guiding the Commission, the applicants and the public, as to the multiple ownership implications of the News Corporation/DirecTV merger.”) 15 See Petition for Reconsideration at 3-4; Petition to Deny at 4-5. 16 See Opposition at 16-17 (citing News-Hughes Order, 19 FCC Rcd at 608 ¶ 312); see also News-Hughes Order, 19 FCC Rcd at 607-08 ¶¶ 310-312. 17 Id. See also Letter from William M. Wiltshire, Harris, Wiltshire & Grannis, Gary M. Epstein, Latham & Watkins, and Richard E. Wiley, Wiley Rein & Fielding, on behalf of the Applicants, to Marlene H. Dortch, Secretary, FCC (Aug. 28, 2003) (Ex Parte Letter); 2002 Biennial Regulatory Review – Review of the Commission’s Broadcast Ownership Rules and Other Rules Adopted Pursuant to Section 202 of the Telecommunications Act of 1996, 18 FCC Rcd 13620 (2003) (2002 Biennial Review Order). Shortly after the 2002 Biennial Review Order was released, the ownership rules were stayed by the United States Court of Appeals for the Third Circuit, except for certain aspects of the local radio ownership rules as to which the stay was lifted. See Prometheus Radio Project v. FCC, No. 03- 3388, rel. Sept. 3, 2003 (3rd Cir. 2003). As a result, the previous media ownership rules remain in effect. Petitions for certiorari by others to the Supreme Court were denied on June 13, 2005. See Media General, Inc. v. FCC, Nos. 04-1020, 04-1033, 04-1036, & 04-1045. 18 47 U.S.C. § 309(d). Federal Communications Commission FCC 08-11 4 rendered the standard of review in this proceeding unclear. As the Commission noted in the Order, NHMC’s premise that final rules were lacking is incorrect.19 The Commission adopted final rules before the initial comment deadline had passed, and well before it issued the Order approving the license transfers in this proceeding. The Application was consistent with the rules in place when the Application was filed, and the Application was consistent with the rules in place when the Commission acted on the Application. Moreover, the transaction did not result in any ownership combinations that would have been affected by the 2002 Biennial Review.20 The status of the broadcast ownership proceeding therefore is not relevant to the issues raised in this proceeding. 9. Furthermore, even if the ownership combinations created by this transaction had involved issues under consideration in the 2002 Biennial Review, the Commission has wide discretion to proceed by way of its general rules or by adjudication. The Commission’s decision to proceed with an adjudication was well within its discretion.21 NHMC’s Petition for Reconsideration alleges no new facts and fails to demonstrate that the Order suffers from any material error or omission.22 NHMC’s argument that the public did not have prior notice as to the applicable legal standards is therefore without merit. B. Record Support 10. NHMC also argues that the record does not support the decision. NHMC lists, but does not elaborate upon, nine issues that it believes are insufficiently developed in the record, and that “militate beyond a doubt against a finding that consent to the DirecTV acquisition is in the public interest, convenience and necessity:” (1) the alleged negative impact of the transaction on minority communities; (2) the allegedly unprecedented control of the mass media by one entity; (3) the alleged link between consolidated control of the mass media and indecency; (4) the question of whether cost savings would be passed on to the consuming public; (5) the public interest implications of the acquisition of Hughes by a company chartered in Australia; (6) the alleged programming package and price discrimination against viewers in Alaska and Hawaii; (7) the potential discriminatory impact on some local broadcasters of the requirement that subscribers obtain a second dish to receive those broadcasters’ signals; (8) the question as to whether News Corp. would provide local-into-local service to every market in the country; and (9) the question as to whether News Corp.’s content and distribution business practices, and its allegedly “iron-handed” relationships with local affiliates, serve the public interest.23 19 See News-Hughes Order, 19 FCC Rcd at 607-08 ¶ 310-12. 20 At the time of the transaction, News Corp. was a broadcast television station licensee and owned a broadcast television network, numerous non-broadcast national and regional television programming networks, and newspapers. See News-Hughes Order, 19 FCC Rcd at 476 ¶ 3. News Corp. acquired from GM and Hughes only DBS and other satellite licenses and authorizations. The Commission has never prohibited cross-ownership of DBS licenses and these other media entities. 21 See S.E.C. v. Chenery Corp., 332 U.S. 194, 202-03 (1947). 22 NHMC cites cases holding that the Commission must demonstrate a “connection between the facts found and the choice made” and that post hoc rationalizations “are bootless.” See Petition for Reconsideration at 4 (citations omitted). However, these are general axioms of administrative law, the cases involve facts that are inapposite to the facts herein, and NHMC offers no argument or evidence showing that the Order violates these standards. 23 Petition for Reconsideration at 5-7. NHMC cites no authorities to support its position; it only cites two dissenting opinions that express similar viewpoints. Federal Communications Commission FCC 08-11 5 11. All but one of the issues raised by NHMC were addressed and rejected in the Order.24 NHMC fails to demonstrate any error in the Commission’s prior resolution of these issues or to present new evidence unknown at the time of the Order. NHMC simply recites the issues raised in its Petition to Deny, and fails to offer any additional argument or evidence in support thereof. The Commission previously has rejected arguments on reconsideration where the petitioner “presented no new evidence that would cause us to reconsider our prior determinations.”25 Further, the Commission has rejected petitions for reconsideration where the petitioner “essentially repeats the same arguments it relied upon in the comments and reply comments it filed” and “fails to raise new arguments or facts that would warrant reconsideration of [the underlying] order.”26 Accordingly, we decline to revisit the arguments we have already addressed and rejected. 12. With respect to the issue of indecency, NHMC fails to offer any argument or evidence showing a link between the particular transaction under examination and indecency.27 Nor does NHMC explain why it did not or could not raise this issue earlier. Indecency was not raised by any commenter to this proceeding, either through formal comments or ex parte comments.28 NHMC’s untimely claim of a link between the particular transaction under examination and indecency, without any supporting argument or evidence, is insufficient to warrant reconsideration of the decision approving the license transfers at issue. 13. Neither NHMC’s recitation of arguments already raised and rejected in the Order nor its unsupported claim regarding indecency constitute grounds for reconsideration. Therefore, NHMC’s argument that the record does not support the decision is without merit. C. Permit-But-Disclose Status 14. NHMC next argues that by treating this proceeding as permit-but-disclose under its ex parte rules, the Commission “ensured that the decision rendered in this case would be a political decision, instead of a dispassionate ‘quasi-judicial’ decision based on the facts on the record and the applicable 24 See News-Hughes Order, 19 FCC Rcd at 622-24 ¶¶ 352-57 (discussing the transaction’s impact on minority communities); id. at 510-587 ¶¶ 76-258 (discussing potential harms from vertical integration); id. at 588-593 ¶¶ 260- 273 (discussing the transaction’s impact on viewpoint and program diversity); id. at 485-88 ¶¶ 18-26 (discussing News Corp.’s character qualifications); id. at 611-623 ¶¶ 319-356 (discussing the Applicants’ claimed public interest benefits); id. at 488-492 ¶¶ 27-34 (discussing foreign ownership concerns); id. at 605-06 ¶¶ 304-306 (discussing service to Alaska and Hawaii); id. at 607 ¶¶ 307-309 (discussing multiple-dish issues); id. at 615-17 ¶¶ 329-34 (discussing local-into-local service); id. at 593-94 ¶¶ 274-75 (discussing impact of transaction on network-affiliate relations). See also Applicants’ Opposition at 19 n.57. The one issue the Order does not specifically address, indecency, is discussed below. 25 In the Matter of Lockheed Martin Corp., Assignors, and Intelsat, Ltd., Assignees, Order on Reconsideration, 18 FCC Rcd. 16605 at 16612-14 ¶ 10 (2003). 26 In the Matter of AVR, L.P., Memorandum Opinion and Order, 16 FCC Rcd 1247, 1248-49 ¶¶ 3-4 (2001); see GTE-Bell Atlantic Order on Recon., 18 FCC Rcd. at 24873 (stating that the Commission “will deny any petition that merely repeats arguments previously considered and rejected”). 27 NHMC merely references Commissioner Copps’ dissent, which urges the Commission to study the possible relationship between indecency and media concentration. See Petition for Reconsideration at 6 (referencing News- Hughes Order, 19 FCC Rcd at 692). 28 In his dissenting opinion to the Order, Commissioner Copps states that “[s]ome have suggested that there may be a link between increasing consolidation and increasing indecency on our airwaves.” News-Hughes Order, 19 FCC Rcd at 692. However, no reference to any commenter is made. Federal Communications Commission FCC 08-11 6 law.”29 NHMC alleges that by making this proceeding permit-but-disclose, it became “a very unusual proceeding” with “intense lobbying that went on after formal petitions to deny were filed.”30 NHMC concludes that lobbying by outside parties resulted in an incorrect decision. 15. As the Applicants observe, many recent proceedings involving transactions have been classified as permit-but-disclose.31 Contrary to NHMC’s suggestion, designating this matter as a permit- but-disclose proceeding did not jeopardize the fairness and integrity of the Commission’s decision- making. Permit-but-disclose status is a procedural mechanism by which ex parte presentations to Commission decision-making personnel are permissible subject to certain disclosure requirements.32 It is often used in proceedings such as this to permit broad public participation.33 NHMC offers no evidence to suggest that the permit-but-disclose status of this proceeding led to any procedural improprieties. 16. In its Reply, NHMC adds the claim that granting permit-but-disclose status to license transfer proceedings “does not comport with the Commission’s ex parte rules, which, to the understanding of the undersigned, prohibit contact (other than a status inquiry) by the applicant with decision-making personnel within the FCC as to the merits of the proceeding once a formal ‘Petition to Deny’ has been filed.”34 While our rules generally treat license transfer proceedings as restricted, we have the authority under our rules to determine that a restricted proceeding involving issues of broadly applicable policy should instead be conducted as a permit-but-disclose proceeding.35 That is what was done here. In the May 16, 2003 Public Notice that established the comment period and announced the ex parte status of the proceeding, we stated: Because this proceeding involves broad public policy issues, the proceeding will be treated as “permit but disclose” for purposes of the Commission’s ex parte rules. See generally 47 C.F.R. §§ 1.1200-1.1216. Should circumstances warrant, this proceeding or any related proceeding may be designated as restricted. As a “permit but disclose” proceeding, ex parte presentations will be governed by the procedures set forth in Section 1.1206 of the Commission’s rules applicable to non-restricted proceedings.36 29 Petition for Reconsideration at 9. 30 Id. 31 See Opposition at 18 n.52 (citing Public Notice, 17 FCC Rcd. 5907 (2002) (designating the Comcast-AT&T proceeding as permit-but-disclose); Public Notice, 15 FCC Rcd. 5699 (2000) (designating the AOL-Time Warner proceeding as permit-but-disclose); 14 FCC Rcd. 11867 (1999) (designating the AT&T-MediaOne proceeding as permit-but-disclose)). 32 See 47 C.F.R. § 1.1206. 33 See, e.g., n.32, supra. 34 Reply at 2-3. See also Opposition at 18 (Applicants’ reference to the classification of previous proceedings as permit-but-disclose). 35 See 47 C.F.R. § 1.1208 n. 2. 36 See Public Notice, General Motors Corporation, Hughes Electronics Corporation, And The News Corporation Limited Seek Approval To Transfer Control Of FCC Authorizations And Licenses Held By Hughes Electronics Corporation To The News Corporation Limited, 18 FCC Rcd 10450, 10452 (2003). An ex parte presentation is any communication (spoken or written) directed to the merits or outcome of a proceeding made to a Commissioner, a Commissioner’s assistant, or other decision-making staff member, that, if written, is not served on other parties to the proceeding or, if oral, is made without an opportunity for all parties to be present. See 47 C.F.R. § 1.1201. Federal Communications Commission FCC 08-11 7 In this proceeding, numerous ex parte comments were received after the deadline for the filing of formal comments.37 It was not until after the Commission issued its decision, some nine months after the release of the Public Notice, that NHMC first complained in its Petition for Reconsideration that the permit-but- disclose status was not proper.38 17. NHMC fails to demonstrate why it did not or could not raise this concern in its Petition to Deny or even at some later point prior to release of the Order, as the permit-but-disclose status was established at the outset. Pursuant to section 1.106 of the Commission’s Rules, because NHMC has not shown an error in the decision nor presented new facts not known until after its last opportunity to present them, questioning the permit-but-disclose status of this proceeding for the first time through a petition for reconsideration is not appropriate.39 Further, NHMC’s claim that the decisionmakers ignored the record disregards the Commission’s comprehensive analysis of the record. That analysis is set forth in detail in the Order. NHMC’s unsupported claim of procedural impropriety is therefore without merit. D. Hearing Designation 18. Finally, NHMC argues that “the factual record in this case was insufficient to justify . . . a grant of the above-captioned applications,” and that a hearing should be designated.40 Section 309(e) of the Act requires that we designate an application for hearing if we are unable to find that the proposed transaction serves the public interest, or if the record presents a substantial and material question of fact.41 Neither of these instances were present in this proceeding. At the conclusion of the Commission’s review, it found that “[t]he Application and the substantial record before us make clear that, on balance, the public interest will be served by approval of the application as amended by the conditions that we impose herein.”42 There were no substantial and material questions of fact. 19. In its Petition for Reconsideration, NHMC fails to provide any argument or evidence showing how the Commission’s finding that the transaction serves the public interest was in error. NHMC also fails to raise any substantial and material questions of fact. Therefore, NHMC has failed to show that the matter should be designated for hearing pursuant to Section 309(e). 37 See, e.g., Letter from Jeffrey A. Chester, Executive Director of the Center for Digital Democracy, to Marlene H. Dortch, Secretary, FCC (Jul. 9, 2003); Petition by Wyser-Pratte Management Co., Inc. to Condition the Transfer of Control on the Equitable Treatment of General Motor’s GM-H Shareholders (Jul. 15, 2003); Letter from Henry L. Baumann and Benjamin F.P. Ivins, National Association of Broadcasters, to Marlene H. Dortch, Secretary, FCC (Jul. 21, 2003); Letter from Bruce D. Sokler, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., on behalf of the “Joint Cable Commenters,” to Marlene H. Dortch, Secretary, FCC (Aug. 4, 2003). 38 In this section of its Petition for Reconsideration, NHMC also cites several cases to support its claims that “an administrative decision must be based upon substantial evidence on the whole record” and “an administrative decision is flawed … [if] the decision maker has in some measure adjudged the facts as well as the law of a particular case in advance of hearing it.” Petition for Reconsideration at 10 (citations omitted). However, these cases cite general axioms of administrative law and involve facts that are inapposite to the facts herein. NHMC offers no argument or evidence showing that the Order violates these holdings. 39 See GTE-Bell Atlantic Order on Recon., 18 FCC Rcd. at 24873, citing section 1.106; 47 C.F.R. § 1.106(c). 40 Petition for Reconsideration at 11. 41 47 C.F.R. § 309(e). 42 News-Hughes Order, 19 FCC Rcd at 624 ¶ 358. Federal Communications Commission FCC 08-11 8 E. Conclusion 20. As noted above, reconsideration is appropriate only where the petitioner either shows a material error or omission in the original order or raises additional facts not known or existing until after the petitioner’s last opportunity to present such matters.43 In its Petition for Reconsideration, NHMC presents no new evidence. Instead, it largely re-argues the issues that it raised in its Petition to Deny -- issues that were addressed and rejected in the Order. In addition, NHMC shows no material error or omission in the Order. Accordingly, NHMC’s Petition for Reconsideration is denied, and for the same reasons its request for a hearing designation is denied. III. ORDERING CLAUSES 21. Accordingly, IT IS ORDERED that the Petition for Reconsideration filed by the National Hispanic Media Coalition IS DENIED. 22. IT IS FURTHER ORDERED that the request for a hearing designation filed by the National Hispanic Media Coalition IS DENIED. FEDERAL COMMUNICATIONS COMMISSION Marlene H. Dortch Secretary 43 See ¶ 4 supra. Federal Communications Commission FCC 08-11 9 DISSENTING STATEMENT OF COMMISSIONER MICHAEL J. COPPS Re: In the Matter of General Motors Corporation and Hughes Electronics Corporation, Transferors, and the News Corporation Ltd., Transferee, for Authority to Transfer Control In my earlier dissent, I concluded that the applicants had not carried their burden of proving that the potential public interest benefits of this transaction outweighed the real and potential harms of ever greater levels of media consolidation. The National Hispanic Media Coalition raises many of these same concerns on reconsideration. Nothing in the majority’s perfunctory rejection of NHMC's Petition leads me to question my earlier judgment. I would have granted the Petition. Federal Communications Commission FCC 08-11 10 DISSENTING STATEMENT OF COMMISSIONER JONATHAN S. ADELSTEIN Re: General Motors Corporation and Hughes Electronics Corporation, Transferors, and The News Corporation Limited, Transferee, MB Docket No. 03-124 The Commission should have required DirecTV to provide real local-into-local service, meaning every local broadcast television signal, over satellite to all 210 television markets across the country. As I correctly observed five years ago, News Corp has no intention of ever providing real local-into-local satellite service to every market in the country. A close examination of their commitments revealed them to mean that they consider it enough to offer some reasonably close local station as part of an undefined “local channel package”, or simply add a digital tuner in the box in smaller markets and hope the customer can receive a signal. For those who live in outlying rural areas, tough luck. What could have been the most important public interest benefit of this merger turns out to be nothing more than a sham, and the Commission is going along with it, no questions asked. Accordingly, because of the FCC’s unwillingness to take a hard look at media consolidation and to promote longstanding policy goals of the Communications Act, such as localism for all American communities, I dissent.