Federal Communications Commission FCC 23M-09 Before the Federal Communications Commission Washington, D.C. 20554 In the Matter of ) ) Consent to Transfer Control of Certain Subsidiaries ) MB Docket No. 22-162 of TEGNA Inc. to SGCI Holdings III LLC ) ) LMS File Nos. 0000186355 et al. Consent to Transfer Control of Certain Subsidiaries ) of Community News Media LLC to CMG Media ) Operating Company, LLC ) LMS File Nos. 0000186354 et al. ) Consent to Transfer Control of Television Station ) WFXT(TV), Boston, MA, from a Subsidiary of ) LMS File No. 0000186353 CMG Media Operating Company, LLC to SGCI ) Holdings III LLC ) ) Consent to Assign Licenses from Certain ) LMS File Nos. 0000186458 et al. Subsidiaries of TEGNA Inc. to Subsidiaries of ) CMG Media Corporation ) ) ORDER SUMMARIZING INITIAL CONFERENCE Issued: April 27, 2023 Released: April 27, 2023 Appearances: Jessica T. Nyman, Esq., Scott R. Flick, Esq., Miguel A. Estrada, Esq., and Jonathan C. Bond, Esq., on behalf of SGCI Holdings III LLC and Community News Media LLC; Jennifer A. Johnson, Esq., and Jocelyn G. Jezierny, Esq., on behalf of TEGNA, Inc.; Michael D. Basile, Esq., and Henry H. Wendel, Esq., on behalf of CMG Media Corporation and Teton Parent Corp.; Arthur V. Belendiuk, Esq., Andrew Jay Schwartzman, Esq., and David Goodfriend, Esq., on behalf of The News Guild-CWA and National Association of Broadcast Employees and Engineers-CWA and Common Cause Education Fund; Cheryl Leanza, Esq., on behalf of United Church of Christ, Office of Communication, Inc. d/b/a United Church of Christ Media Justice Ministry; Pamela S. Kane, Esq., and Pamela Gallant, Esq., on behalf of the Enforcement Bureau, Federal Communications Commission 1. An initial status conference was held at FCC Headquarters in the above-captioned matter on April 26, 2023. This Order summarizes that conference, consistent with section 1.249 of the Commission’s rules, 47 CFR § 1.249. In addition, a transcript is being prepared and will be made publicly available in the docket of this proceeding via the Commission’s Electronic Comment Filing System (ECFS). 2. Pursuant to the Hearing Designation Order that initiated this hearing proceeding,1 as well as sections 1.221(c) and (e) of the Commission’s rules, 47 CFR §§ 1.221(c) and (e), the following parties filed a timely Notice of Appearance and were represented at the status conference: 1 Consent to Transfer Control of Certain Subsidiaries of TEGNA, Inc., et al., Hearing Designation Order, MB Docket No. 22-162, DA 23-149 (MB Feb. 24, 2023) (TEGNA/SGCI HDO) at paras. 53-54. 1 Federal Communications Commission FCC 23M-09 SGCI Holdings III LLC and Community News Media LLC TEGNA Inc. CMG Media Corporation and Teton Parent Corp. The News Guild-CWA and National Association of Broadcast Employees and Technicians-CWA United Church of Christ Media Justice Ministry Common Cause Education Fund The FCC’s Enforcement Bureau was also represented.2 3. As requested by the Presiding Judge, on April 19, 2022, the parties submitted their proposed hearing schedules.3 SGCI Holdings III/Community News Media, TEGNA, and CMG Media Corporation/Teton Parent Corp. (collectively, “Applicants”) have proposed a schedule that does not include time for discovery and would conclude by May 17, 2023.4 The Applicants contend that the extensive documentation already filed in this proceeding is sufficient to support a decision, and argue that a truncated hearing schedule is necessary because the transactions and financing arrangements underlying their proposed merger will expire on May 22, 2023.5 The News Guild-CWA/National Association of Broadcast Employees and Engineers-CWA, United Church of Christ Media Justice Ministry, and Common Cause Educational Fund (collectively, “Petitioners”), as well as the Enforcement Bureau, sought a six-month discovery period followed by six months of pre-hearing motions and other submissions.6 Petitioners and the Enforcement Bureau suggest that six months is a reasonable period of discovery for a complicated transaction that allows time for them to review the existing documentation and determine what additional discovery might be required, including interrogatories, document requests, and depositions.7 4. After discussing these timing issues with the parties during the status conference, the Presiding Judge ruled that the optimal course of action is to suspend this hearing proceeding until further notice. Section 309(e) of the Communications Act, 47 U.S.C. § 309(e), requires that when a broadcast application is designated for hearing, that proceeding “shall be a full hearing in which the applicant and all other parties in interest shall be permitted to participate.” Several steps are necessary in this hearing to fulfill that mandate. At a minimum, the existing Protective Order governing proprietary or confidential information needs to be revised before the documentation previously provided to the Media Bureau can be shared with counsel who didn’t participate below.8 Moreover, because the TEGNA/SGCI HDO concluded that the materials already submitted by Applicants were inadequate to resolve all issues raised by the proposed transactions, at least some discovery is necessary. Those tasks, and other pre-hearing matters that are likely to arise, will take the duration of this hearing beyond the May 22, 2023, deadline 2 See TEGNA/SGCI HDO at para. 55. 3 Consent to Transfer Control of Certain Subsidiaries of TEGNA, Inc., et al., Initial Case Order, MB Docket No. 22- 162, FCC 23M-08 (ALJ Mar. 29, 2023). 4 SGCI Holdings III/Community News Media, TEGNA, and CMG Media Corporation/Teton Parent Corp., Proposed Schedule, MB Docket No. 22-162 (filed Apr. 19, 2023) (Applicants’ Proposed Schedule). 5 Applicants’ Proposed Schedule at 1-2. 6 The News Guild-CWA/National Association of Broadcast Employees and Engineers-CWA, United Church of Christ Media Justice Ministry, and Common Cause Educational Fund, Response to Initial Case Order, MB Docket No. 22-162 (filed Apr. 19, 2023) (Petitioners’ Proposed Schedule); Enforcement Bureau’s Response to Initial Case Order, FCC 23M-08, MB Docket No. 22-162 (filed Apr. 19, 2023) (Enforcement Bureau’s Proposed Schedule). 7 Petitioners’ Proposed Schedule at 2-3; Enforcement Bureau’s Proposed Schedule at 4. 8 See Applications of TEGNA, Inc. (Transferor) and Standard General LP and SGCI Holdings III LLC (Transferee), Protective Order, MB Docket No. 22-162, DA 22-604 (MB June 3, 2022). 2 Federal Communications Commission FCC 23M-09 that Applicants deem necessary to preserve their merger arrangement. Rather than require Applicants, Petitioners, the Enforcement Bureau, and the Office of Administrative Law Judges to spend time and resources in furtherance of this hearing proceeding when the underlying transactions might not survive past May 22, 2023, the Presiding Judge determined it best to hold this proceeding in abeyance until sometime after that date has passed. She instructed Applicants to file a status report on or before June 1, 2023, to update the record. 5. Accordingly, IT IS ORDERED that the above-captioned hearing proceeding IS HELD IN ABEYANCE until further notice. 6. IT IS FURTHER ORDERED that SGCI Holdings III LLC and Community News Media LLC, TEGNA Inc., and CMG Media Corporation and Teton Parent Corp. SHALL FILE a status report regarding the continued viability of their merger arrangement on or before June 1, 2023.9 FEDERAL COMMUNICATIONS COMMISSION Jane Hinckley Halprin Administrative Law Judge 9 The parties may choose to file a single joint report or separate reports as they prefer. 3