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reproduction cost) payable to the United Chief, Telecommunications and Media (‘‘FCC’’) rules prohibit Gannett from States Treasury. Section, Antitrust Division, Department owning Belo stations in five DMAs of Justice, 450 Fifth Street NW., Suite where Gannett already owns broadcast Maureen Katz, 7000, Washington, DC 20530 television stations or newspapers. To Assistant Section Chief, Environmental (telephone: 202–514–5621). comply with these ownership rules, Enforcement Section, Environment and Natural Resources Division. Gannett has entered into an Asset Patricia A. Brink, Purchase Agreement and other related [FR Doc. 2013–31199 Filed 12–27–13; 8:45 am] Director of Civil Enforcement. agreements with Sander Holdings Co., BILLING CODE 4410–15–P UNITED STATES DISTRICT COURT LLC, a wholly owned subsidiary of FOR THE DISTRICT OF COLUMBIA Sander, which would transfer ownership of six Belo stations in five DEPARTMENT OF JUSTICE UNITED STATES OF AMERICA, Department of Justice, Antitrust Division, 450 DMAs, including KMOV–TV in St. Antitrust Division 5th Street, NW., Suite 7000, Washington, Louis, to Sander. Sander will pay D.C. 20530, Plaintiff, v. GANNETT CO., INC., Gannett approximately $101 million for United States v. Gannett Co., Inc., Belo 7950 Jones Branch Drive, McLean, Virginia the six stations, significantly less than Corp., and Sander Media LLC; 22107, BELO CORP., 400 South Record their actual market value. The Proposed Final Judgment and Street, Dallas, Texas 75202, and SANDER agreements between Gannett and Sander Competitive Impact Statement MEDIA LLC, 28150 N. Alma School Parkway are mutually contingent on and #103, PBM 509, Scottsdale, Arizona 85262, intended to close simultaneously with Notice is hereby given pursuant to the Defendants. the merger between Gannett and Belo. Antitrust Procedures and Penalties Act, Case No. 1:13–cv–01984–RBW 2. Gannett owns and operates KSDK– 15 U.S.C. 16(b)–(h), that a proposed TV, the NBC affiliate in the St. Louis Judge: Reggie B. Walton Final Judgment, Stipulation, and DMA. As the owner and operator of that Competitive Impact Statement have Filed: 12/16/2013 station, Gannett sells KSDK–TV’s been filed with the United States COMPLAINT advertising time. Based on advertising District Court for the District of sales revenues, KSDK–TV is one of the Columbia in United States of America v. The United States of America, acting three largest commercial broadcast Gannett Co., Inc., Belo Corp., and under the direction of the Attorney television stations in St. Louis. Sander Media LLC, Civil Action No. General of the United States, brings this 3. Belo owns and operates KMOV–TV, 1:13–cv–01984. On December 16, 2013, civil action to enjoin the proposed the CBS affiliate in the St. Louis DMA. the United States filed a Complaint acquisition of Belo Corp. (‘‘Belo’’) by As the owner and operator of that alleging that Gannett’s proposed Gannett Co., Inc. (‘‘Gannett’’), and the station, Belo sells KMOV–TV’s acquisition of Belo, the sale of KMOV– simultaneous implementation of related advertising time. Based on advertising TV in St. Louis to Sander, and Sander’s agreements between Gannett and Sander sales revenues, KMOV–TV is one of the operation of KMOV–TV subject to Holdings Co. LLC, a wholly owned three largest commercial broadcast various agreements between Sander and subsidiary of Sander Media LLC television stations in St. Louis. Gannett would violate Section 7 of the (‘‘Sander’’), pursuant to which broadcast 4. Currently, Gannett’s KSDK–TV and Clayton Act, 15 U.S.C. 18, and Section television station KMOV–TV in St. Belo’s KMOV–TV vigorously compete 1 of the Sherman Act, 15 U.S.C. 1. The Louis, Missouri, along with certain for the business of local and national proposed Final Judgment, filed the same other broadcast television stations companies that seek to purchase local time as the Complaint, requires Gannett owned by Belo, will be transferred to spot advertisements on broadcast Co., Inc., Belo Corp., and Sander Media and operated by Sander (collectively television stations in St. Louis. This LLC to divest KMOV–TV. ‘‘the Transaction’’), and to obtain other competition benefits advertisers by Copies of the Complaint, proposed equitable relief. The Transaction likely reducing prices and improving the Final Judgment and Competitive Impact would lessen competition substantially quality of services advertisers receive Statement are available for inspection at and would restrain trade in the sale of from the stations. the Department of Justice, Antitrust broadcast television spot advertising in 5. Although Gannett will transfer Division, Antitrust Documents Group, the St. Louis Designated Market Area ownership of six stations to Sander, the 450 Fifth Street NW., Suite 1010, (‘‘DMA’’), which includes parts of agreements between Gannett and Sander Washington, DC, 20530 (telephone: Missouri and Illinois, in violation of include: (1) eight-year assignable option 202–514–2481), on the Department of Section 1 of the Sherman Act and agreements that permit Gannett to Justice’s Web site at http://justice.gov/ Section 7 of the Clayton Act, 15 U.S.C. reacquire any of the stations (should atr, and at the Office of the Clerk of the §§ 1 and 18. The United States alleges existing FCC prohibitions be eliminated) United States District Court for the as follows: or to transfer the options to a third District of Columbia. Copies of these party; (2) eight-year Shared Services materials may be obtained from the I. NATURE OF THE ACTION Agreements under which Gannett will Antitrust Division upon request and 1. Pursuant to the June 12, 2013, provide a variety of services to help payment of the copying fee set by Agreement and Plan of Merger, Gannett Sander operate the stations, excluding Department of Justice regulations. will acquire all outstanding stock of joint advertising sales and negotiation of Public comment is invited within 60 Belo for approximately $1.5 billion, retransmission consent rights in DMAs days of the date of this notice. Such with a total transaction value of $2.2 such as St. Louis where Gannett also has comments, including the name of the billion including assumed debt. Gannett television stations, in return for submitter, and responses thereto, will be owns 23 broadcast television stations substantial payments from Sander to posted on the U.S. Department of and numerous newspapers throughout Gannett; (3) a financing guarantee Justice, Antitrust Division’s internet the United States. Consummation of obligating Gannett to repay, should Web site, filed with the Court and, Gannett’s acquisition of Belo would give Sander default, the balance of the $101 under certain circumstances, published Gannett ownership of Belo’s 20 million loan Sander is obtaining to in the Federal Register. Comments broadcast television stations; however, purchase the stations; and (4) Joint Sales should be directed to Scott A. Scheele, Federal Communications Commission Agreements in DMAs where Gannett

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owns newspapers but not television Section 12 of the Clayton Act, 15 U.S.C. television networks and producers of stations giving Gannett control of § 22, and 28 U.S.C. §§ 1391(b) and (c). syndicated programs on a nationwide advertising sales at these Sander basis and broadcast in every market III. THE DEFENDANTS stations. Together, these agreements where the network or syndicated give Gannett significant influence over 11. Gannett is a Delaware corporation, program is aired. Sander’s conduct in operating the with its headquarters in McLean, 15. Broadcast television spot stations, including KMOV–TV, and also Virginia. Gannett reported revenues of advertising possesses a unique diminish Gannett’s and Sander’s over $5.3 billion in 2012. Gannett owns combination of attributes that set it incentives to compete vigorously with 23 commercial broadcast television apart from advertising using other types each other in sales of broadcast stations in 19 markets in the United of media. Television combines sight, television advertising in St. Louis. States, as well as 82 daily newspapers sound, and motion, thereby creating a 6. If consummated, the Transaction in markets throughout the United States. more memorable advertisement. would result in Gannett owning one of The broadcast television stations that Moreover, of all media, broadcast the top three commercial broadcast Gannett owns include KSDK–TV, the television spot advertising reaches the television stations in St. Louis and NBC affiliate in St. Louis, Missouri. largest percentage of all potential 12. Belo is a Delaware corporation, having significant influence over a customers in a particular target with its headquarters in Dallas, Texas. second top three station serving the geographic area and is therefore Belo reported revenues of over $714 same area. Together, KMOV–TV and especially effective in introducing and million in 2012. Belo owns 20 KSDK–TV have approximately a 50% establishing the image of a product. For commercial broadcast television stations market share of gross broadcast a significant number of advertisers, in 15 markets throughout the United television advertising revenues in the broadcast television spot advertising, States, including KMOV–TV, the CBS St. Louis DMA. The St. Louis Fox because of its unique combination of affiliate in St. Louis, Missouri. affiliate is the only significant attributes, is an advertising medium for 13. Sander is a Delaware limited which there is no close substitute. Other advertising competitor to those stations, liability company, with its headquarters while the next strongest stations, an media, such as radio, newspapers, or in Scottsdale, Arizona. Sander Holdings outdoor billboards, are not desirable ABC affiliate and a CW affiliate, are Co. LLC (‘‘Sander Holdings’’) is a much weaker. substitutes for broadcast television wholly owned subsidiary of Sander. advertising. None of these media can 7. The Transaction would eliminate or Sander is also the owner of proposed provide the important combination of greatly reduce the head-to-head license assignees of six commercial sight, sound, and motion that makes competition between KSDK–TV and broadcast television stations, including television unique and impactful as a KMOV–TV in St. Louis and so eliminate KMOV–TV in St. Louis, Missouri, to be medium for advertising. or greatly reduce the benefits of that acquired pursuant to agreements 16. Like broadcast television, cable competition. Unless blocked, the between Gannett and Belo and between television and satellite television Transaction is likely to lead to higher Gannett and Sander Holdings that are channels combine elements of sight, prices for broadcast television spot part of the Transaction. Sander has no sound, and motion, but they are not a advertising in the St. Louis DMA in current business activity apart from this desirable substitute for broadcast violation of Section 1 of the Sherman planned acquisition. television spot advertising for two Act and Section 7 of the Clayton Act, 15 important reasons. First, satellite, cable, IV. THE TRANSACTION WOULD U.S.C. §§ 1 and 18. and other landline content delivery LIKELY SUBSTANTIALLY LESSEN systems do not have the ‘‘reach’’ of II. JURISDICTION AND VENUE COMPETITION AND broadcast television. Typically, UNREASONABLY RESTRAIN 8. The United States brings this action broadcast television can reach well-over INTERSTATE TRADE AND pursuant to Section 4 of the Sherman 90% of homes in a DMA, while cable COMMERCE Act and Section 15 of the Clayton Act, television often reaches much less, e.g., as amended, 15 U.S.C. §§ 4 and 25, to A. Broadcast Television Spot 50% or fewer of the homes in the St. prevent and restrain Defendants from Advertising Is a Relevant Product Louis DMA. As a result, an advertiser violating Section 1 of the Sherman Act Market can achieve greater audience and Section 7 of the Clayton Act, 15 14. Broadcast television stations penetration through broadcast television U.S.C. §§ 1 and 18. attract viewers through their spot advertising than through cable 9. Gannett and Belo sell broadcast programming, which is delivered for television. Second, because cable and television spot advertising in the St. free over the air or retransmitted to satellite television may offer more than Louis DMA, a commercial activity that viewers, mainly through wired cable or 100 channels, they fragment the substantially affects, and is in the flow other terrestrial television systems and audience into small demographic of, interstate commerce. The Court has through satellite television systems. segments. Because broadcast television subject-matter jurisdiction over this Broadcast television stations then sell programming typically has higher rating action pursuant to Section 4 of the advertising time to businesses that want points than cable television Sherman Act and Section 15 of the to advertise their products to television programming, it is much easier and Clayton Act, 15 U.S.C. §§ 4 and 25, and viewers. Broadcast television ‘‘spot’’ more efficient for an advertiser to reach 28 U.S.C. §§ 1331, 1337(a), and 1345. advertising, which comprises the its target demographic on broadcast 10. Gannett transacts business and is majority of a television station’s television. Media buyers often buy cable found in the District of Columbia, where revenues, is sold directly by the station television and satellite television not so it owns and operates broadcast itself or through its national much as a substitute for broadcast television station WUSA–TV, and is representative on a localized basis and television, but rather to supplement a subject to the personal jurisdiction of is purchased by advertisers who want to broadcast television message, to reach a this Court. All Defendants have target potential customers in specific narrow demographic with greater consented to venue and personal geographic areas. Spot advertising frequency (e.g., 18–24 year olds) or to jurisdiction in this District. Therefore, differs from network and syndicated target narrow geographic areas within a venue is proper in this District under television advertising, which are sold by DMA. A small but significant price

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increase by broadcast television spot according to the number of households high proportion of the type of viewers advertising providers would not be therein, and the St. Louis DMA is the that are most likely to buy their made unprofitable by advertisers 21st largest in the United States, products. switching to cable and satellite containing over 1.2 million television 24. Broadcast station ownership in the advertising. households. The St. Louis DMA is St. Louis DMA is already significantly 17. Internet-based media is not centered on the city of St. Louis, concentrated. Three stations, each currently a substitute for broadcast Missouri, and encompasses 31 counties affiliated with a major network, had television spot advertising. Although in the states of Illinois and Missouri. more than 80% of gross advertising Online Video Distributors (‘‘OVDs’’) Signals from broadcast television revenues in 2012, with Gannett’s such as Netflix and Hulu are important stations located in St. Louis reach KSDK–TV having a revenue share of sources of video programming, as with viewers throughout the DMA, but nearly 30% and Belo’s KMOV–TV cable television advertising, the local signals from broadcast television having a revenue share of nearly 20%. video advertising of OVDs lacks the stations located outside the DMA reach Together, the Gannett and Belo stations reach of broadcast television spot few viewers within the DMA. DMAs are have approximately 50% of all advertising. Non-video Internet used to analyze revenues and shares of television station gross advertising advertising, e.g., Web site banner broadcast television stations in the revenues in the St. Louis DMA. advertising, lacks the important Investing In Television BIA Market 25. After the Transaction, even though combination of sight, sound, and motion Report 2013 (1st edition), a standard KSDK–TV and KMOV–TV will continue that gives television its impact. industry reference. to have different owners and maintain Consequently, local media buyers 21. Advertisers use broadcast separate sales forces, the various currently purchase Internet-based television stations within the St. Louis agreements between Gannett and Sander advertising primarily as a supplement to DMA to reach the largest possible create an ongoing relationship between broadcast television spot advertising, number of viewers across the DMA. Gannett and Sander that did not exist and a small but significant price Some of these advertisers are located in between competitors Gannett and Belo. increase by broadcast television spot the St. Louis DMA and need to reach These long-term agreements are likely to advertising providers would not be customers there; others are regional or align Gannett’s and Sander’s incentives made unprofitable by advertisers national businesses that want to target in the St. Louis DMA: switching to Internet-based advertising. consumers in the St. Louis, DMA. a. With the eight-year assignable 18. Broadcast television stations Advertising on television stations option, Gannett will be able to sell to a generally can identify advertisers with outside the St. Louis DMA is not an third party the ability to buy KMOV–TV strong preferences for using broadcast alternative for these advertisers because at any time, giving Gannett influence television advertising. Broadcast such stations cannot be viewed by a over Sander’s future in the market and television stations negotiate prices significant number of potential the power to choose its competitor in individually with advertisers and customers within the DMA. Thus, if the St. Louis DMA; consequently can charge different there were a small but significant b. Under its financing guarantee to advertisers different prices. During the increase in broadcast television spot Sander, Gannett is obligated to repay the individualized negotiations on price advertising prices within the St. Louis balance of the loan financing Sander’s and available advertising slots that DMA, an insufficient number of purchase of the Belo stations and thus commonly occur between advertisers advertisers would switch advertising will have an incentive to avoid and broadcast television stations, purchases to television stations outside competing aggressively and forcing advertisers provide stations with the St. Louis DMA to render the price Sander into a position where it might information about their advertising increase unprofitable. default; and needs, including their target audience. 22. Accordingly, the St. Louis DMA is c. Pursuant to the eight-year Shared Broadcast television stations could a section of the country under Section Services Agreements, Sander will be profitably raise prices to those 7 of the Clayton Act and a relevant dependent upon Gannett for key advertisers who view broadcast geographic market for the sale of services necessary to run KMOV–TV television as a necessary advertising broadcast television spot advertising for and its other stations successfully and medium, either as their sole means of purposes of analyzing the Transaction thus will be in a close ongoing business advertising or as a necessary part of a under Section 7 of the Clayton Act and relationship with a key competitor. total advertising plan. Section 1 of the Sherman Act. 19. Accordingly, the sale of broadcast Taken together, these agreements are C. The Transaction Would Harm television spot advertising is a line of likely to give Gannett significant Competition in the St. Louis DMA commerce under Section 7 of the influence over Sander and over Sander’s Clayton Act and a relevant product 23. Broadcast television stations operation of KMOV–TV. The market for purposes of analyzing the compete for advertisers through agreements give each the ability and Transaction under Section 7 of the programming that attracts viewers to incentive to work cooperatively with the Clayton Act and Section 1 of the their stations. In developing their own other to maximize their joint profits, to Sherman Act. programming and in considering the the detriment of their customers. programming of the networks with 26. If KSDK–TV and KMOV–TV were B. The St. Louis DMA Is the Relevant which they may be affiliated, broadcast to coordinate their competitive Geographic Market television stations try to select programs behavior, the market structure would 20. DMAs are geographic units that appeal to the greatest number of operate as if the two stations were defined by A.C. Nielsen Company, a viewers and also try to differentiate commonly owned. Using the firm that surveys television viewers and their stations from others in the same Herfindahl-Hirschman Index (‘‘HHI’’), a furnishes broadcast television stations, DMA by appealing to specific standard measure of market advertisers, and advertising agencies in demographic groups. Advertisers, in concentration (defined and explained in a particular area with data to aid in turn, are interested in using broadcast Appendix A), a combination of KSDK– evaluating audience size and television spot advertising to reach a TV and KMOV–TV in the St. Louis composition. DMAs are ranked large audience, as well as to reach a DMA would result both in high

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concentration and a large change in the sale of broadcast television spot 2. The Alleged Efficiencies Do Not concentration, increasing the HHI by advertising in the St. Louis DMA. Offset the Harm 1161 points from 2431 to 3592. Under D. Lack of Countervailing Factors 33. Although Defendants assert that the Horizontal Merger Guidelines issued the Transaction would produce by the Department of Justice and 1. Entry and Expansion Are Unlikely efficiencies, they cannot demonstrate Federal Trade Commission, mergers acquisition-specific and cognizable 31. De novo entry into the St. Louis resulting in highly concentrated markets efficiencies that would be sufficient to DMA is unlikely because the FCC (with an HHI in excess of 2500) and offset the Transaction’s anticompetitive regulates entry through the issuance of with an increase in the HHI of more effects. than 200 points are presumed to be broadcast television licenses, which are likely to enhance market power. difficult to obtain because the V. VIOLATIONS ALLEGED 27. In addition to increasing availability of spectrum is limited and 34. The United States hereby repeats concentration in the St. Louis DMA, the the regulatory process associated with and realleges the allegations of Transaction involves two stations that obtaining a license is lengthy. Even if a paragraphs 1 through 33 as if fully set are close substitutes for one another in new signal became available, forth herein. a market with limited alternatives. commercial success would come, at 35. The Transaction likely would KMOV–TV and KSDK–TV appeal to best, over a period of many years. In the lessen competition substantially in similar demographic groups, making St. Louis DMA, all of the major interstate trade and commerce, in them close substitutes for many viewers broadcast networks (CBS, NBC, ABC, violation of Section 7 of the Clayton and advertisers. Only one other station Fox) are already affiliated with a Act, 15 U.S.C. § 18, and also constitute in the St. Louis DMA, a Fox affiliate, has licensee, the contracts last for many entry into contracts and combinations a comparable gross advertising revenue years, and the broadcast networks rarely that would unreasonably restrain share. The St. Louis ABC and CW switch licensees when the contracts interstate trade and commerce, in affiliates, which each have gross expire. Thus, entry into the St. Louis violation of Section 1 of the Sherman advertising revenue shares of less than DMA broadcast television advertising Act, 15 U.S.C. § 1. These acquisitions 10%, are much less acceptable spot market would not be timely, likely, and agreements likely would have the substitutes for many advertisers. The or sufficient to deter Gannett and following effects, among others: CW affiliate’s programming tends to a. competition in the sale of broadcast appeal to a different demographic, and Sander, acting together, from anticompetitive increases in price or television spot advertising in the St. neither the ABC nor the CW affiliate has Louis DMA would be lessened strong local news programming, an other anticompetitive conduct after the Transaction occurs. substantially; important differentiator to advertisers in b. actual and perceived competition the St. Louis DMA. 32. Other broadcast television stations between KMOV–TV and KSDK–TV in 28. In the St. Louis DMA, KMOV–TV in the St. Louis DMA could not readily the sale of broadcast television spot and KSDK–TV compete head-to-head in increase their advertising capacity or advertising in the St. Louis DMA would the sale of broadcast television spot change their programming sufficiently be diminished; and advertising and are close substitutes for in response to a price increase by c. the prices for spot advertising time a significant number of advertisers. KSDK–TV and KMOV–TV. The number on broadcast television stations in the Advertisers benefit from this of 30-second spots in a DMA are largely St. Louis DMA would likely increase, competition. During individual price fixed. More slots cannot be created. This and the quality of services likely would negotiations between advertisers and fact makes the pricing of spots very decline. television stations in the St. Louis DMA, responsive to changes in demand. 36. Unless restrained, the acquisition advertisers are able to ‘‘play off’’ the During so-called political years, for will violate Section 1 of the Sherman stations against each other and obtain example, political advertisements crowd Act, 15 U.S.C. § 1, and Section 7 of the competitive rates from programs out commercial advertising and makes Clayton Act, 15 U.S.C. § 18. targeting similar demographics. the spots available for commercial 29. After the Transaction, advertisers VI. REQEST FOR RELIEF advertisers more expensive than they in the St. Louis DMA would likely find would be in nonpolitical years. 37. The United States requests: it more difficult to ‘‘buy around’’ both a. that the Court adjudge the proposed Adjusting programming in response to a KMOV–TV and KDSK–TV in response acquisition to violate Section 1 of the pricing change is risky, difficult, and to higher advertising rates, than to buy Sherman Act, 15 U.S.C. § 1, and Section time-consuming. Network affiliates are around either one individually as they 7 of the Clayton Act, 15 U.S.C. § 18; could have done before. The presence of often committed to the programming b. that the Court permanently enjoin the Fox affiliate alone would not be provided by the network with which and restrain Defendants from carrying sufficient to enable enough advertisers they are affiliated, and it often takes out the Transaction, or entering into any to ‘‘buy around’’ KMOV–TV and KSDK– years for a station to build its audience. other agreement, understanding, or plan TV to defeat a price increase. Because a Programming schedules are complex by which Belo would be acquired by significant number of advertisers would and carefully constructed, taking many Gannett, unless Defendants divest likely be unable to reach their desired factors into account, such as audience KMOV–TV in accordance with the audiences as effectively unless they flow, station identity, and program proposed Final Judgment and Asset advertise on at least one station that is popularity. In addition, stations Preservation Stipulation and Order filed controlled or significantly influenced by typically have multi-year contractual concurrently with this Complaint; Gannett, their bargaining positions will commitments for individual shows. c. that the proposed Final Judgment be weaker after the Transaction, and the Accordingly, a television station is giving effect to the divestiture be advertising rates they pay would be unlikely to change its programming entered by the Court after compliance likely to increase. sufficiently or with sufficient rapidity to with the Antitrust Procedures and 30. Accordingly, the Transaction is overcome a small but significant price Penalties Act, 15 U.S.C. § 16; likely to substantially reduce increase imposed by KSDK–TV and d. that the Court award the United competition and will restrain trade in KMOV–TV. States the costs of this action; and

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e. that the Court award such other points are considered to be highly At the same time the Complaint was relief to the United States as the Court concentrated. See U.S. Department of filed, the United States also filed a Hold may deem just and proper. Justice & FTC, Horizontal Merger Separate Stipulation and Order (‘‘Hold Respectfully submitted, Guidelines § 5.3 (2010). Transactions Separate’’) and proposed Final that increase the HHI by more than 200 Judgment designed to eliminate the For Plaintiff United States: points in highly concentrated markets anticompetitive effects of the lllllllllllllllllll presumptively raise antitrust concerns Transaction. The proposed Final William J. Baer (D.C. Bar #324723), under the Horizontal Merger Guidelines Judgment, which is explained more Assistant Attorney General, issued by the Department of Justice and fully below, requires Defendants to lllllllllllllllllll the Federal Trade Commission. See id. divest KMOV–TV to an Acquirer approved by the United States in a Renata B. Hesse (D.C. Bar #466107) UNITED STATES DISTRICT COURT manner that preserves competition in Deputy Assistant Attorney General, FOR THE DISTRICT OF COLUMBIA the St. Louis DMA. The Hold Separate lllllllllllllllllll UNITED STATES OF AMERICA, Plaintiff, requires Defendants to take certain steps Patricia A. Brink v. to ensure that KMOV–TV is operated as Director of Civil Enforcement, GANNETT CO., INC., BELO CORP., and a competitively independent, lllllllllllllllllll SANDER MEDIA LLC, Defendants. economically viable business that is Scott A. Scheele (D.C. Bar #429061) Case No. 1:13-cv-01984–RBW uninfluenced by Gannett so that competition is maintained until the Chief, Telecommunications and Media Judge: Reggie B. Walton Section, required divestiture occurs. Filed: 12/16/2013 lllllllllllllllllll The United States and Defendants have stipulated that the proposed Final Lawrence M. Frankel (D.C. Bar #441532) COMPETITIVE IMPACT STATEMENT Judgment may be entered after Assistant Chief, Telecommunications Pursuant to Section 2(b) of the compliance with the APPA. Entry of the and Media Section Antitrust Procedures and Penalties Act proposed Final Judgment would lllllllllllllllllll (‘‘APPA’’ or ‘‘Tunney Act’’), 15 U.S.C. terminate this action, except that the Anupama Sawkar,* § 16(b)–(h), plaintiff United States of Court would retain jurisdiction to Carl Willner (D.C. Bar #412841), America (‘‘United States’’) files this construe, modify, or enforce the Brent E. Marshall, Competitive Impact Statement relating provisions of the proposed Final Robert E. Draba (D.C. Bar #496815), to the proposed Final Judgment Judgment and to punish violations Trial Attorneys, United States submitted for entry in this civil antitrust thereof. Department of Justice, Antitrust proceeding. Division, Telecommunications and II. DESCRIPTION OF THE EVENTS I. NATURE AND PURPOSE OF THE GIVING RISE TO THE ALLEGED Media Section, 450 Fifth Street NW., PROCEEDING Suite 7000, Washington, DC 20530, VIOLATION Phone: 202-514-5813, Facsimile: Defendants Gannett Co., Inc. A. The Defendants and the Proposed 202-514-6381, Email: (‘‘Gannett’’), and Belo Corp. (‘‘Belo’’) Transaction [email protected]. entered into an Agreement and Plan of Merger, dated June 12, 2013, pursuant to 1. The Defendants * Attorney of Record which Gannett will acquire Belo for Dated: December 16, 2013 Gannett, a Delaware corporation with approximately $1.5 billion, with a total headquarters in McLean, Virginia, owns APPENDIX A transaction value of $2.2 billion, and operates 23 broadcast television including assumed debt. Gannett has Herfindahl-Hirschman Index stations nationwide, 12 in top-25 also entered into an Asset Purchase markets. Belo, a Delaware corporation The term ‘‘HHI’’ means the Agreement and other related agreements with headquarters in Dallas, Texas, Herfindahl-Hirschman Index, a with Sander Holdings Co. LLC, a owns and operates 20 broadcast commonly accepted measure of market wholly-owned subsidiary of defendant television stations nationwide, 9 in top- concentration. The HHI is calculated by Sander Media LLC (‘‘Sander’’), which 25 markets. Sander, a Delaware limited squaring the market share of each firm would sell KMOV–TV in St. Louis, liability company with headquarters in competing in the market and then Missouri, and five other Belo broadcast Scottsdale, Arizona, has no current summing the resulting numbers. For television stations to Sander for business activity other than preparing to example, for a market consisting of four considerably below market price and acquire six Belo stations, including firms with shares of 30, 30, 20, and 20 would create a close, ongoing business KMOV–TV in St. Louis, as part of the percent, the HHI is 2,600 (30 2 + 30 2 + relationship between Gannett and Transaction. 20 2 + 20 2 = 2,600). The HHI takes into Sander. This merger, asset purchase, account the relative size distribution of and other related agreements are 2. The Proposed Transaction the firms in a market. It approaches zero referred to herein collectively as ‘‘the Federal Communications Commission when a market is occupied by a large Transaction.’’ (‘‘FCC’’) rules prohibit Gannett from number of firms of relatively equal size The United States filed a civil acquiring the Belo stations in five and reaches its maximum of 10,000 antitrust Complaint on December 16, markets where Gannett already owns points when a market is controlled by 2013, seeking to prevent the television stations or newspapers. To a single firm. The HHI increases both as Transaction. The Complaint alleges that comply with these rules, Gannett has the number of firms in the market the Transaction’s likely effect would be agreed to transfer six Belo stations in decreases and as the disparity in size to increase broadcast television spot five DMAs, including KMOV–TV in St. between those firms increases. Markets advertising prices in the St. Louis Louis, to Sander simultaneously with in which the HHI is between 1,500 and Designated Market Area (‘‘DMA’’) in the merger of Gannett and Belo. 2,500 points are considered to be violation of Section 1 of the Sherman Although Gannett will formally transfer moderately concentrated, and markets Act and Section 7 of the Clayton Act, 15 KMOV–TV to Sander, the Transaction in which the HHI is in excess of 2,500 U.S.C. §§ 1, 18. includes additional agreements between

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Gannett and Sander that would likely attributes that sets it apart from 3. Harm to Competition in the St. Louis give Gannett significant influence over advertising using other types of media. DMA Sander’s operation of the stations, Television combines sight, sound, and The Complaint alleges that the including KMOV–TV, and would likely motion, thereby creating a more Transaction likely would lessen diminish Gannett’s incentives to memorable advertisement. Broadcast competition substantially in interstate compete vigorously against Sander in television spot advertising reaches the trade and commerce, in violation of the sale of broadcast television spot largest percentage of potential Section 7 of the Clayton Act, 15 U.S.C. advertising in St. Louis. These customers in a targeted geographic § 18, and unreasonably restrain agreements include: (1) eight-year market and is therefore especially interstate trade and commerce, in assignable options permitting Gannett to effective in introducing and establishing violation of Section 1 of the Sherman reacquire any of the stations (should a product’s image. Act, 15 U.S.C. § 1. Based on advertising existing FCC prohibitions be eliminated) Because of this unique combination of sales revenues, Gannett’s NBC-affiliated or to transfer the options to a third attributes, broadcast television spot KSDK–TV and Belo’s CBS-affiliated party; (2) eight-year Shared Services advertising has no close substitute for a KMOV–TV are two of the three largest Agreements under which Gannett will significant number of advertisers. Cable commercial broadcast television stations provide a variety of services (excluding television spot advertising and Internet- in the St. Louis DMA. Broadcast station joint advertising sales and negotiation of based video advertising lack the same ownership in the St. Louis DMA is retransmission consent rights in DMAs reach; radio spots lack the visual already significantly concentrated, with such as St. Louis where Gannett also has impact; and newspaper and billboard more than 80% of gross advertising television stations) to help Sander ads lack sound and motion, as do many revenues in 2012 attributable to only operate the stations, in return for internet search engine and Web site three stations. Together, KMOV–TV and substantial payments from Sander to banner ads. Through information KSDK–TV have approximately 50% of Gannett; (3) a financing guarantee provided during individualized price all television station gross advertising obligating Gannett to repay the balance negotiations, stations can readily revenues in the St. Louis DMA. The St. of the $101 million loan Sander is identify advertisers with strong Louis Fox affiliate is the only significant obtaining to purchase the stations advertising competitor to these stations. should Sander default; and (4) Joint preferences for using broadcast television advertising and ultimately The St. Louis ABC and CW affiliates Sales Agreements (only in DMAs where each have gross advertising revenue Gannett does not own television can charge different advertisers different prices. Consequently, a small but shares of less than 10%. If KSDK–TV stations) giving Gannett control of and KMOV–TV were to coordinate their advertising sales. significant increase in the price of broadcast television spot advertising is competitive behavior, then the market The Transaction, as initially agreed to structure would operate as if the two by Defendants on June 12, 2013, and as unlikely to cause enough advertising customers to switch enough advertising stations were commonly owned in a subsequently amended, would lessen highly concentrated market.1 competition substantially and restrain purchases to other media to make the price increase unprofitable. KMOV–TV and KSDK–TV are not trade in the sale of broadcast television only two of the largest stations in St. spot advertising in the St. Louis DMA, 2. The Relevant Market Louis, they are also close substitutes for which includes parts of Missouri and one another in this concentrated market Illinois. This Transaction is the subject The Complaint alleges that the St. with its limited alternatives. KMOV–TV of the Complaint and proposed Final Louis DMA constitutes a relevant and KSDK–TV appeal to similar Judgment filed by the United States on geographic market for analyzing this demographic groups, making them close December 16, 2013. acquisition under the Clayton and substitutes for many viewers and Sherman Acts. DMAs are geographic B. Anticompetitive Consequences of the advertisers. The programming on the units defined by A.C. Nielsen Company Transaction CW affiliate tends to appeal to a younger for advertising purposes. The St. Louis demographic, and neither the ABC nor 1. The Relevant Product DMA is the 21st largest in the United the CW affiliate has strong local news The Complaint alleges that the sale of States, containing over 1.2 million programming, which is an important broadcast television spot advertising television households. Signals from full- differentiator to advertisers in the St. constitutes a relevant product market for powered television stations in the St. Louis DMA. As a result, advertisers analyzing this acquisition under the Louis area reach viewers throughout view the St. Louis ABC and CW Clayton and Sherman Acts. Television that DMA, so advertisers use television affiliates as much less acceptable stations attract viewers through their stations in the St. Louis DMA to target substitutes for KDSK–TV and KMOV– programming and then sell advertising the largest possible number of viewers TV. The presence of the Fox affiliate time to businesses wanting to advertise within the entire DMA. Some of these alone would not be sufficient to enable their products to those television advertisers are located in the St. Louis enough advertisers to ‘‘buy around’’ viewers. Broadcast television ‘‘spot’’ area and trying to reach customers there; KMOV–TV and KSDK–TV to defeat any advertising is purchased by advertisers others are regional or national price increase imposed by these two seeking to target potential customers in businesses wanting to target consumers stations through coordinated action. specific geographic markets. It differs in the St. Louis area. Advertising on from network and syndicated television television stations outside the St. Louis 1 Using the Herfindahl-Hirschman Index (‘‘HHI’’), advertising, which are sold on a DMA is not an alternative for either a standard measure of market concentration, the group, because signals from television post-acquisition HHI (combining KMOV–TV’s and nationwide basis by major television KDSK–TV’s shares) would be about 3592, an networks and by producers of stations outside the St. Louis DMA increase of about 1161 points. Under the Horizontal syndicated programs and are broadcast reach few viewers in the St. Louis DMA. Merger Guidelines issued by the Department of in every market where the network or Thus, advertising on those stations does Justice and Federal Trade Commission, mergers not reach a significant number of resulting in highly concentrated markets (i.e., HHI syndicated program is aired. over 2500) with an increase in the HHI of more than Broadcast television spot advertising potential customers in the St. Louis 200 points are presumed to be likely to enhance possesses a unique combination of DMA. market power.

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After the Transaction closes, KSDK– advertisers and St. Louis television III. EXPLANATION OF THE PROPOSED TV and KMOV–TV will continue to stations, advertisers are able to ‘‘play FINAL JUDGMENT have different owners and maintain off’’ KSDK–TV and KMOV–TV against The divestiture requirement of the separate sales forces. Still, the each other and obtain competitive rates proposed Final Judgment will eliminate Transaction would alter the competitive for programs that target similar the anticompetitive effects of the landscape in the St. Louis DMA and demographics. The Transaction is likely Transaction in the St. Louis DMA by likely harm competition there by to attenuate this competition and maintaining KMOV–TV as an creating an ongoing, intertwined thereby adversely affect a substantial independent, economically viable relationship between Gannett and volume of interstate commerce. It likely competitor. The proposed Final Sander that did not exist between would have the following effects, among Judgment requires Defendants to divest Gannett and Belo. In this new others: KMOV–TV to an Acquirer selected by relationship, Gannett will have Defendants and approved by the United significant influence over Sander and a. Competition in the sale of broadcast television spot advertising in the St. States. To achieve this result, Gannett Sander’s operation of KMOV–TV. This will divest its option on KMOV–TV to could reduce competition between Louis DMA likely would be lessened substantially; the Acquirer, and Sander will divest its KSDK–TV and KMOV–TV in at least interests in the station and the assets three ways: b. Actual and perceived potential used to operate KMOV–TV. 1. Through the eight-year assignable competition between Gannett and The ‘‘Divestiture Assets’’ are defined option, which gives Gannett the Sander in the sale of broadcast in Paragraph II.G of the proposed Final practical ability to sell KMOV–TV to television spot advertising time in the Judgment to cover all assets used any other person, Gannett can displace St. Louis DMA likely would be primarily in the operation of KMOV– Sander at any time. Losing KMOV–TV diminished; and TV. These assets include real property, would end Sander’s income stream from c. Prices for spot advertising time on equipment, FCC licenses, contracts, the station, so Sander’s knowledge that television stations in the St. Louis DMA intellectual property rights, Gannett could exercise the option likely would increase, and the quality of programming materials, and customer would create an incentive for Sander services likely would decline. lists maintained by Belo or Sander in not to upset Gannett by competing connection with KMOV–TV. These do vigorously with KSDK–TV going After the Transaction, a significant not include assets that are not primarily forward. Exercising the option also number of St. Louis DMA advertisers used in the operation of KMOV–TV, but effectively lets Gannett choose its would not be able to reach their desired are maintained at the corporate level competitor in St. Louis. audiences with equivalent efficiency and used to support multiple stations. 2. Through the financing guarantee, without advertising on stations Thus, Defendants will be able to retain which requires Gannett to repay the controlled or significantly influenced by back-office systems or other assets and loan financing Sander’s purchase of the Gannett. The Transaction, therefore, is contracts used at the corporate level to Belo stations if Sander defaults, Gannett likely to enable Gannett to raise prices support multiple broadcast television has a reduced incentive to compete unilaterally. stations, which they would need to aggressively with Sander. Aggressive conduct their remaining operations, and competition from Gannett could push 4. Lack of Countervailing Factors which an Acquirer experienced in Sander into default, in which case The Complaint alleges that entry or operating broadcast television stations Gannett would have to pay off the loan. could supply for itself. The Shared 3. Through the eight-year Shared expansion in the St. Louis DMA broadcast television spot advertising Services Agreement between Gannett Services Agreements, Sander will be and Sander, which Paragraph IV.A of market would not be timely, likely, or dependent on a competitor for key the proposed Final Judgment requires to sufficient to prevent anticompetitive services that Sander needs to run be terminated with respect to KMOV– effects. New entry in the St. Louis DMA KMOV–TV successfully. This TV upon divestiture, is also excluded is unlikely since a new station would dependence on Gannett creates an from the Divestiture Assets. incentive for Sander not to compete too require an FCC license, which is To ensure that KMOV–TV is operated strongly with KSDK–TV. difficult to obtain. Even if a new station as an independent competitor after the In sum, the sale of KMOV–TV to Sander became operational, commercial success divestiture, Paragraph IV.A and Section does not adequately address the would come over a period of many years XI of the proposed Final Judgment competitive problem that would exist in at best. Other television stations in the prohibit Defendants from entering into the St. Louis DMA from the Gannett- St. Louis DMA could not readily any agreements during the term of the Belo merger without the sale to Sander. increase their advertising capacity or Final Judgment that create a long-term With these entanglements, Sander is not change their programming in response relationship with the Divestiture Assets sufficiently separate from Gannett to be to a price increase by KDSD–TV and after the divestiture is completed. an effective competitor. The agreements KMOV–TV. The number of 30-second Examples of prohibited agreements give both Gannett and Sander the spots available at a station is generally include options to repurchase or assign incentive and the means to work fixed, and additional slots cannot be interests in KMOV–TV; agreements to together cooperatively to maximize their created. Adjusting programming in provide financing or guarantees for joint profits at the expense of their response to a pricing change is risky, financing; local marketing agreements, customers. difficult, and time-consuming. joint sales agreements, or any other Currently, KSDK–TV and KMOV–TV Programming schedules are complex cooperative selling arrangements; vigorously compete for the business of and carefully constructed, and shared services agreements; and local, regional, and national firms television stations often have multi-year agreements to jointly conduct any seeking to advertise on St. Louis contractual commitments for individual business negotiations with the Acquirer television stations. Advertisers benefit shows or are otherwise committed to with respect to KMOV–TV. Any such from this competition. During programming provided by their agreements that may exist between individual price negotiations between affiliated network. Gannett and Sander shall be terminated

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with respect to the KMOV–TV upon conduct prohibited by the antitrust laws VI. ALTERNATIVES TO THE divestiture. This shared services may bring suit in federal court to PROPOSED FINAL JUDGMENT prohibition does not preclude recover three times the damages the The United States considered, as an agreements limited to helicopter sharing person has suffered, as well as costs and alternative to the proposed Final and stock video pooling in the form that reasonable attorneys’ fees. Entry of the Judgment, a full trial on the merits are customary in the industry. Gannett proposed Final Judgment will neither against Defendants. The United States and Belo currently have a helicopter impair nor assist the bringing of any could have continued the litigation and sharing agreement in St. Louis, and the private antitrust damage action. Under sought preliminary and permanent Acquirer and Gannett may continue this the provisions of Section 5(a) of the injunctions against consummation of arrangement after the divestiture. These Clayton Act, 15 U.S.C. § 16(a), the the Transaction. The United States is limited exceptions do not permit proposed Final Judgment has no prima satisfied, however, that the divestiture Defendants to enter into broader news facie effect in any subsequent private of assets described in the proposed sharing agreements with respect to lawsuit that may be brought against Final Judgment will preserve KMOV–TV. To the extent the Acquirer Defendants. competition for the sale of broadcast needs Defendants to provide any V. PROCEDURES AVAILABLE FOR television spot advertising in the St. transitional services that facilitate MODIFICATION OF THE PROPOSED Louis DMA. Thus, the proposed Final continuous operation of KMOV–TV FINAL JUDGMENT Judgment would achieve all or until the Acquirer can provide such substantially all of the relief the United capabilities independently, the United The United States and Defendants States would have obtained through States retains discretion to approve such have stipulated that the proposed Final litigation, but avoids the time, expense, arrangements. Judgment may be entered by the Court Defendants are required to take all after compliance with the provisions of and uncertainty of a full trial on the steps reasonably necessary to the APPA, provided that the United merits of the Complaint. accomplish the divestiture quickly and States has not withdrawn its consent. VII. STANDARD OF REVIEW UNDER to cooperate with prospective The APPA conditions entry upon the THE APPA FOR THE PROPOSED FINAL purchasers. Because transferring the Court’s determination that the proposed JUDGMENT KMOV–TV license requires FCC Final Judgment is in the public interest. The Clayton Act, as amended by the approval, Defendants are specifically The APPA provides a period of at APPA, requires that proposed consent required to use their best efforts to least sixty (60) days preceding the judgments in antitrust cases brought by obtain all necessary FCC approvals as effective date of the proposed Final the United States be subject to a sixty- expeditiously as possible. This Judgment within which any person may divestiture of KMOV–TV must occur submit to the United States written day comment period, after which the within 120 calendar days after the filing comments regarding the proposed Final court shall determine whether entry of of the Complaint in this matter (i.e., by Judgment. Any person who wishes to the proposed Final Judgment ‘‘is in the April 15, 2013) or 5 days after notice comment should do so within sixty (60) public interest.’’ 15 U.S.C. § 16(e)(1). In that the Court has entered the Final days of the date of publication of this making that determination, the court, in Judgment, whichever is later. The Competitive Impact Statement in the accordance with the statute as amended United States, in its sole discretion, may Federal Register, or the last date of in 2004, is required to consider: agree to one or more extensions of this publication in a newspaper of the (A) the competitive impact of such time period, not to exceed ninety (90) summary of this Competitive Impact judgment, including termination of calendar days in total, and shall notify Statement, whichever is later. All alleged violations, provisions for the Court in such circumstances. comments received during this period enforcement and modification, duration If the divestiture does not occur will be considered by the United States of relief sought, anticipated effects of within this prescribed timeframe, the Department of Justice, which remains alternative remedies actually proposed Final Judgment provides that free to withdraw its consent to the considered, whether its terms are the Court, upon application of the proposed Final Judgment at any time ambiguous, and any other competitive United States, will appoint a trustee prior to the Court’s entry of judgment. considerations bearing upon the selected by the United States to sell The comments and the response of the adequacy of such judgment that the KMOV–TV. Gannett will pay all costs United States will be filed with the court deems necessary to a and expenses of the trustee. The Court. In addition, comments will be determination of whether the consent trustee’s commission will be structured posted on the United States Department judgment is in the public interest; and to provide an incentive for the trustee of Justice, Antitrust Division’s Internet (B) the impact of entry of such based on the price obtained and the Web site and, under certain judgment upon competition in the speed with which the divestiture is circumstances, published in the Federal relevant market or markets, upon the accomplished. The trustee would file Register. public generally and individuals monthly reports with the Court and the Written comments should be alleging specific injury from the United States describing efforts to divest submitted to: Scott A. Scheele, Chief, violations set forth in the complaint KMOV–TV. If the divestiture has not Telecommunications and Media including consideration of the public been accomplished after 6 months, the Enforcement Section, Antitrust benefit, if any, to be derived from a trustee and the United States will make Division, United States Department of determination of the issues at trial. recommendations to the Court, which Justice, 450 5th Street NW., Suite 7000, 15 U.S.C. § 16(e)(1)(A) & (B). In shall enter such orders as appropriate, Washington, DC 20530. considering these statutory factors, the to carry out the purpose of the trust. The proposed Final Judgment provides court’s inquiry is necessarily a limited that the Court retains jurisdiction over one as the government is entitled to IV. REMEDIES AVAILABLE TO this action, and Defendants may apply ‘‘broad discretion to settle with the POTENTIAL PRIVATE LITIGANTS to the Court for any order necessary or defendant within the reaches of the Section 4 of the Clayton Act, 15 appropriate for the modification, public interest.’’ United States v. U.S.C. § 15, provides that any person interpretation, or enforcement of the Microsoft Corp., 56 F.3d 1448, 1461 who has been injured as a result of Final Judgment. (D.C. Cir. 1995); see generally United

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States v. SBC Commc’ns, Inc., 489 F. determining whether a proposed complaint against those the court Supp. 2d 1 (D.D.C. 2007) (assessing settlement is in the public interest, a believes could have, or even should public interest standard under the district court ‘‘must accord deference to have, been alleged’’). Because the Tunney Act); United States v. InBev the government’s predictions about the ‘‘court’s authority to review the decree N.V./S.A., 2009–2 Trade Cas. (CCH) ¶ efficacy of its remedies, and may not depends entirely on the government’s 76,736, 2009 U.S. Dist. LEXIS 84787, require that the remedies perfectly exercising its prosecutorial discretion by No. 08–1965 (JR), at *3, (D.D.C. Aug. 11, match the alleged violations.’’ SBC bringing a case in the first place,’’ it 2009) (noting that the court’s review of Commc’ns, 489 F. Supp. 2d at 17; see follows that ‘‘the court is only a consent judgment is limited and only also Microsoft, 56 F.3d at 1461 (noting authorized to review the decree itself,’’ inquires ‘‘into whether the government’s the need for courts to be ‘‘deferential to and not to ‘‘effectively redraft the determination that the proposed the government’s predictions as to the complaint’’ to inquire into other matters remedies will cure the antitrust effect of the proposed remedies’’); that the United States did not pursue. violations alleged in the complaint was United States v. Archer-Daniels- Microsoft, 56 F.3d at 1459–60. As this reasonable, and whether the mechanism Midland Co., 272 F. Supp. 2d 1, 6 Court recently confirmed in SBC to enforce the final judgment are clear (D.D.C. 2003) (noting that the court Communications, courts ‘‘cannot look and manageable.’’).2 should grant due respect to the United beyond the complaint in making the As the United States Court of Appeals States’ prediction as to the effect of public interest determination unless the for the District of Columbia Circuit has proposed remedies, its perception of the complaint is drafted so narrowly as to held, under the APPA a court considers, market structure, and its views of the make a mockery of judicial power.’’ SBC among other things, the relationship nature of the case). Commc’ns, 489 F. Supp. 2d at 15. between the remedy secured and the Courts have greater flexibility in In its 2004 amendments, Congress specific allegations set forth in the approving proposed consent decrees made clear its intent to preserve the government’s complaint, whether the than in crafting their own decrees practical benefits of utilizing consent decree is sufficiently clear, whether following a finding of liability in a decrees in antitrust enforcement, adding enforcement mechanisms are sufficient, litigated matter. ‘‘[A] proposed decree the unambiguous instruction that and whether the decree may positively must be approved even if it falls short ‘‘[n]othing in this section shall be harm third parties. See Microsoft, 56 of the remedy the court would impose construed to require the court to F.3d at 1458–62. With respect to the on its own, as long as it falls within the conduct an evidentiary hearing or to adequacy of the relief secured by the range of acceptability or is ‘within the require the court to permit anyone to decree, a court may not ‘‘engage in an reaches of public interest.’ ’’ United intervene.’’ 15 U.S.C. § 16(e)(2). The unrestricted evaluation of what relief States v. Am. Tel. & Tel. Co., 552 F. language wrote into the statute what would best serve the public.’’ United Supp. 131, 151 (D.D.C. 1982) (citations Congress intended when it enacted the States v. BNS, Inc., 858 F.2d 456, 462 omitted) (quoting United States v. Tunney Act in 1974, as Senator Tunney (9th Cir. 1988) (citing United States v. Gillette Co., 406 F. Supp. 713, 716 (D. explained: ‘‘[t]he court is nowhere Bechtel Corp., 648 F.2d 660, 666 (9th Mass. 1975)), aff’d sub nom. Maryland compelled to go to trial or to engage in Cir. 1981)); see also Microsoft, 56 F.3d v. United States, 460 U.S. 1001 (1983); extended proceedings which might have at 1460–62; United States v. Alcoa, Inc., see also United States v. Alcan the effect of vitiating the benefits of 152 F. Supp. 2d 37, 40 (D.D.C. 2001); prompt and less costly settlement InBev, 2009 U.S. Dist. LEXIS 84787, at Aluminum Ltd., 605 F. Supp. 619, 622 (W.D. Ky. 1985) (approving the consent through the consent decree process.’’ *3. Courts have held that: 119 Cong. Rec. 24,598 (1973) (statement [t]he balancing of competing social decree even though the court would of Senator Tunney). Rather, the and political interests affected by a have imposed a greater remedy). To procedure for the public interest proposed antitrust consent decree must meet this standard, the United States be left, in the first instance, to the ‘‘need only provide a factual basis for determination is left to the discretion of discretion of the Attorney General. The concluding that the settlements are the court, with the recognition that the court’s role in protecting the public reasonably adequate remedies for the court’s ‘‘scope of review remains interest is one of insuring that the alleged harms.’’ SBC Commc’ns, 489 F. sharply proscribed by precedent and the government has not breached its duty to Supp. 2d at 17. nature of Tunney Act proceedings.’’ 4 the public in consenting to the decree. Moreover, the court’s role under the SBC Commc’ns, 489 F. Supp. 2d at 11. APPA is limited to reviewing the The court is required to determine not VIII. DETERMINATIVE DOCUMENTS whether a particular decree is the one remedy in relationship to the violations that will best serve society, but whether that the United States has alleged in its There are no determinative materials the settlement is ‘‘within the reaches of Complaint, and does not authorize the or documents within the meaning of the the public interest.’’ More elaborate court to ‘‘construct [its] own hypothetical case and then evaluate the 4 See United States v. Enova Corp., 107 F. Supp. requirements might undermine the 2d 10, 17 (D.D.C. 2000) (noting that the ‘‘Tunney effectiveness of antitrust enforcement by decree against that case.’’ Microsoft, 56 Act expressly allows the court to make its public consent decree. F.3d at 1459; see also InBev, 2009 U.S. interest determination on the basis of the Dist. LEXIS 84787, at *20 (‘‘the ‘public competitive impact statement and response to Bechtel, 648 F.2d at 666 (emphasis comments alone’’); United States v. Mid-Am. 3 interest’ is not to be measured by added) (citations omitted). In Dairymen, Inc., 1977–1 Trade Cas. (CCH) ¶ 61,508, comparing the violations alleged in the at 71,980 (W.D. Mo. 1977) (‘‘Absent a showing of 2 The 2004 amendments substituted ‘‘shall’’ for corrupt failure of the government to discharge its ‘‘may’’ in directing relevant factors for court to limited to approving or disapproving the consent duty, the Court, in making its public interest consider and amended the list of factors to focus on decree’’); United States v. Gillette Co., 406 F. Supp. finding, should . . . carefully consider the competitive considerations and to address 713, 716 (D. Mass. 1975) (noting that, in this way, explanations of the government in the competitive potentially ambiguous judgment terms. Compare 15 the court is constrained to ‘‘look at the overall impact statement and its responses to comments in U.S.C. § 16(e) (2004) with 15 U.S.C. § 16(e)(1) picture not hypercritically, nor with a microscope, order to determine whether those explanations are (2006); see also SBC Commc’ns, 489 F. Supp. 2d at but with an artist’s reducing glass’’). See generally reasonable under the circumstances.’’); S. Rep. No. 11 (concluding that the 2004 amendments ‘‘effected Microsoft, 56 F.3d at 1461 (discussing whether ‘‘the 93–298, 93d Cong., 1st Sess., at 6 (1973) (‘‘Where minimal changes’’ to Tunney Act review). remedies [obtained in the decree are] so the public interest can be meaningfully evaluated 3 Cf. BNS, 858 F.2d at 464 (holding that the inconsonant with the allegations charged as to fall simply on the basis of briefs and oral arguments, court’s ‘‘ultimate authority under the [APPA] is outside of the ‘reaches of the public interest’ ’’). that is the approach that should be utilized.’’).

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APPA that were considered by the 1360, Facsimile: (212) 403–2360, Email: modify any of the divestiture provisions United States in formulating the [email protected]. contained below; proposed Final Judgment. Counsel for Defendant Sander Media NOW THEREFORE, before any Dated: December 16, 2013 LLC: testimony is taken, without trial or Respectfully submitted, J. Parker Erkmann (DC Bar #489965), adjudication of any issue of fact or law, /s/ lllllllllllllllll Dow Lohnes LLP, 1200 New Hampshire and upon consent of the parties, it is Anupama Sawkar*, Ave. NW., Suite 800, Washington, DC hereby ORDERED, ADJUDGED, AND Carl Willner (D.C. Bar #412841), 20036–6802, Telephone: (202) 776– DECREED: Brent E. Marshall, 2036, Facsimile: (202) 776–4036, Email: I. JURISDICTION Robert E. Draba (D.C. Bar #496815), [email protected]. This Court has jurisdiction over each /s/ lllllllllllllllll Trial Attorneys, United States of the parties hereto and over the subject Anupama Sawkar*, Department of Justice, Antitrust matter of this action. The Complaint Division, Telecommunications and Attorney, United States Department of states a claim upon which relief may be Media Section, 450 Fifth Street NW., Justice, Antitrust Division, granted against Defendants under Suite 7000, Washington, DC 20530, Telecommunications and Media, Section 1 of the Sherman Act, and Phone: 202–598–2344, Facsimile: 202– Enforcement Section, 450 Fifth Street Section 7 of the Clayton Act, as 514–6381, Email: Anupama.Sawkar@ NW., Suite 7000, Washington, DC amended, 15 U.S.C. §§ 1 and 18. usdoj.gov. 20530, Phone: 202–598–2344, Facsimile: *Attorney of Record (202) 514–6381, Email: II. DEFINITIONS [email protected]. UNITED STATES DISTRICT COURT As used in this Final Judgment: *Attorney of Record A. ‘‘Acquirer’’ means the entity to FOR THE DISTRICT OF COLUMBIA which the Defendants divest the UNITED STATES DISTRICT COURT UNITED STATES OF AMERICA, Plaintiff, Divestiture Assets. v. GANNETT CO., INC., BELO CORP., and FOR THE DISTRICT OF COLUMBIA B. ‘‘Gannett’’ means defendant SANDER MEDIA LLC, Defendants. UNITED STATES OF AMERICA, Plaintiff, Gannett Co., Inc., a Delaware Case No. 1:13–cv–01984–RBW v. GANNETT CO., INC., BELO CORP., and corporation, with its headquarters in SANDER MEDIA LLC, Defendants. McLean, Virginia, and includes its Judge: Reggie B. Walton Case No. 1:13–cv–01984–RBW successors and assigns, and its Filed: 12/16/2013 subsidiaries, divisions, groups, Judge: Reggie B. Walton affiliates, partnerships, joint ventures, CERTIFICATE OF SERVICE Filed: 12/16/2013 directors, officers, managers, agents, and I, Anupama Sawkar, hereby certify employees. that on December 16, 2013, I caused PROPOSED FINAL JUDGMENT C. ‘‘Belo’’ means defendant Belo copies of the Complaint, Competitive WHEREAS, plaintiff, the United Corp., a Delaware corporation, with its Impact Statement, Hold Separate States of America, filed its Complaint on headquarters in Dallas, Texas, and Stipulation and Order, Proposed Final December 16, 2013, and plaintiff and includes its successors and assigns, and Judgment, and Plaintiff’s Explanation of Defendants Gannett Co., Inc. its subsidiaries, divisions, groups, Consent Decree Procedures to be served (‘‘Gannett’’), Belo Corp. (‘‘Belo’’), and affiliates, partnerships, joint ventures, upon defendants Gannett Corporation, Sander Media LLC (‘‘Sander’’), by their directors, officers, managers, agents, and Inc., Belo Corporation, and Sander respective attorneys, have consented to employees. Media LLC, by mailing the documents the entry of this Final Judgment without D. ‘‘Sander’’ means defendant Sander electronically to the duly authorized trial or adjudication of any issue of fact Media LLC, a Delaware limited liability legal representatives of Defendants as or law herein, and without this Final company, with its headquarters in follows: Judgment constituting any evidence Scottsdale, Arizona, and includes its Counsel for Defendant Gannett Co., Inc.: against or an admission by any party successors and assigns, and its Michael P. A. Cohen (DC Bar #435024), with respect to any issue of law or fact subsidiaries, divisions, groups, Paul Hastings LLP, 875 15th Street NW., herein; affiliates, partnerships, joint ventures, Washington, DC 20005, Telephone: AND WHEREAS, Defendants have directors, owners, officers, managers, (202) 551–1880, Facsimile: (202) 551– agreed to be bound by the provisions of agents, and employees. 0280, Email: michaelcohen@ this Final Judgment pending its E. ‘‘DMA’’ means Designated Market paulhastings.com. approval by the Court; Area as defined by A.C. Nielsen Gordon L. Lang (DC Bar #932731), AND WHEREAS, the essence of this Company based upon viewing patterns Nixon Peabody LLP, 401 9th Street NW., Final Judgment is the prompt and and used by the Investing In Television Suite 900, Washington, DC 20004, certain divestiture of certain rights and BIA Market Report 2013 (1st edition). Telephone: (202) 585–8319, Facsimile: assets by the Defendants to assure that DMAs are ranked according to the (866) 947–3542, Email: glang@ competition is not substantially number of households therein and are nixonpeabody.com. lessened; used by broadcasters, advertisers, and AND WHEREAS, the United States advertising agencies to aid in evaluating Elizabeth A. Allen (DC Bar #121403), requires Defendants to make certain television audience size and Gannett Co., Inc., 7950 Jones Branch divestitures for the purpose of composition. Drive, McLean, VA 22107, Telephone: remedying the loss of competition F. ‘‘KMOV–TV’’ means the CBS- (703) 854–6953, Facsimile: (703) 854– alleged in the Complaint; affiliated broadcast television station 2031, Email: [email protected]. AND WHEREAS, Defendants have located in the St. Louis DMA owned by Counsel for Defendant Belo Corp.: represented to the United States that the Belo and being sold to Sander as part of Joseph D. Larson (applying for pro hace divestitures required below can and will the Transaction. vice admission), Wachtell, Lipton, be made, and that Defendants will later G. ‘‘Divestiture Assets’’ means all of Rosen & Katz, 51 West 52nd Street, New raise no claim of hardship or difficulty the assets, tangible or intangible, used in York, NY 10019, Telephone: (212) 403– as grounds for asking the Court to the operation of KMOV–TV, including,

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but not limited to, all real property B. If, prior to complying with Sections Defendants shall inform any person (owned or leased) used in the operation IV and V of this Final Judgment, making inquiry regarding a possible of the station, all broadcast equipment, Defendants sell or otherwise dispose of purchase of the Divestiture Assets that office equipment, office furniture, all or substantially all of their assets or they are being divested pursuant to this fixtures, materials, supplies, and other of lesser business units that include the Final Judgment and provide that person tangible property used in the operation Defendants’ Divestiture Assets, they with a copy of this Final Judgment. of the station; all licenses, permits, shall require the purchaser to be bound Defendants shall furnish to all authorizations, and applications by the provisions of this Final prospective Acquirers, subject to therefore issued by the Federal Judgment. Defendants need not obtain customary confidentiality assurances, Communications Commission (‘‘FCC’’) such an agreement from the Acquirer of all information and documents relating and other government agencies related the assets divested pursuant to the Final to the Divestiture Assets customarily to that station; all contracts (including Judgment. provided in a due diligence process, programming contracts and rights), except such information or documents IV. DIVESTITURES agreements, network affiliation subject to the attorney-client privilege or agreements, leases and commitments A. Defendants are ordered and work-product doctrine. Defendants shall and understandings of Belo or Sander directed to divest the Divestiture Assets make available such information to the relating to the operation of KMOV–TV; to an Acquirer acceptable to the United United States at the same time that such all trademarks, service marks, trade States in its sole discretion, in a manner information is made available to any names, copyrights, patents, slogans, consistent with this Final Judgment and other person. programming materials, and the Hold Separate Stipulation and Order C. Defendants shall provide the promotional materials relating to in this case. Such divestiture shall Acquirer and the United States KMOV–TV; all customer lists, contracts, include all ownership interests and information relating to the personnel accounts, and credit records; and all options to acquire or to transfer to involved in the operation and logs and other records maintained by others any ownership interests in the management of the Divestiture Assets to Belo or Sander in connection with Divestiture Assets, and Defendants shall enable the Acquirer to make offers of KMOV–TV, provided, however, that not retain any options to acquire or employment. Defendants shall not Divestiture Assets does not include transfer to others ownership interests in interfere with any negotiations by the physical assets located outside of the St. the Divestiture Assets after completing Acquirer to employ or contract with any Louis DMA (e.g., corporate the divestiture required by this Final employee of any defendant whose infrastructure), group-wide corporate Judgment. Defendants shall not enter primary responsibility relates to the records, employee benefit plans, group- into any agreements to provide operation or management of the wide insurance policies, group-wide financing, guarantees of financing or Divestiture Assets. service contracts, group-wide software services to, or to conduct any sales or D. Defendants shall permit licenses and digital systems, the any business negotiations jointly with, prospective acquirers of the Divestiture trademarks ‘‘Belo’’ or ‘‘Sander,’’ or the the Acquirer with respect to the Assets to have reasonable access to Shared Services Agreement or other Divestiture Assets, and any such personnel and to make inspections of agreements referenced in the Asset agreements that may exist between the physical facilities of KMOV–TV; Purchase Agreement dated June 12, Gannett and Sander shall be terminated access to any and all environmental, 2013, and its subsequent amendments. with respect to the Divestiture Assets zoning, and other permit documents H. ‘‘Transaction’’ means the merger upon divestiture, except to the extent and information; and access to any and and acquisition contemplated by the that the United States in its sole all financial, operational, or other Agreement and Plan of Merger, dated discretion approves in writing any documents and information customarily June 12, 2013, by and among Belo, transitional services that may be provided as part of a due diligence Gannett, and Delta Acquisition Corp. necessary to facilitate continuous process. and all related agreements, including operation of the Divestiture Assets until E. Defendants shall warrant to the Sander’s acquisition of certain Belo the Acquirer can provide such Acquirer that each asset will be stations and all agreements entered into capabilities independently. The operational on the date of sale. between Gannett and Sander divestiture pursuant to this section shall F. Defendants shall not take any contemplated by the Asset Purchase take place within one hundred and action that will impede in any way the Agreement, dated June 12, 2013, and its twenty (120) calendar days after the permitting, operation, or divestiture of subsequent amendments. filing of the Complaint in this matter, or the Divestiture Assets. I. ‘‘Shared Services Agreement’’ five (5) days after notice of entry of this G. Defendants shall warrant to the means the Shared Services Agreement Final Judgment by the Court, whichever Acquirer that there are no material between Gannett and Sander is later. The United States, in its sole defects in the environmental, zoning, or contemplated by the Transaction in discretion, may agree to one or more other permits pertaining to the substantially the same form as Exhibit extensions of this time period, not to operation of each asset, and that C(2) to the Agreement and Plan of exceed ninety (90) calendar days in following the sale of the Divestiture Merger dated June 12, 2013, by and total, and shall notify the Court in such Assets, Defendants will not undertake, among Belo, Gannett, and Delta circumstances. Defendants shall use directly or indirectly, any challenges to Acquisition Corp. their best efforts to accomplish the the environmental, zoning, or other divestiture ordered by this Final permits relating to the operation of the III. APPLICABILITY Judgment, including using their best Divestiture Assets. A. This Final Judgment applies to efforts to obtain all necessary FCC H. Unless the United States otherwise Gannett, Belo, and Sander as defined approvals, as expeditiously as possible. consents in writing, the divestiture above, and all other persons in active B. In accomplishing the divestiture pursuant to Section IV, or by trustee concert or participation with any of ordered by this Final Judgment, appointed pursuant to Section V of this them who receive actual notice of this Defendants promptly shall make known, Final Judgment, shall include the entire Final Judgment by personal service or by usual and customary means, the Divestiture Assets, and be accomplished otherwise. availability of the Divestiture Assets. in such a way as to satisfy the United

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States, in its sole discretion, that the person making an inquiry regarding a acquiring, any interest in the Divestiture Divestiture Assets can and will be used possible purchase of the Divestiture Assets, and shall describe in detail each by the Acquirer as part of a viable, Assets that they are being divested contact with any such person. The ongoing commercial television pursuant to this Final Judgment and trustee shall maintain full records of all broadcasting business, and the provide that person with a copy of this efforts made to divest the Divestiture divestiture of such assets will achieve Final Judgment and contact information Assets. the purposes of this Final Judgment and for the trustee. H. If the trustee has not accomplished remedy the competitive harm alleged in D. Defendants shall not object to a the divestiture ordered under this Final the Complaint. The divestitures, sale by the trustee on any ground other Judgment within six (6) months after its whether pursuant to Section IV or than the trustee’s malfeasance. Any appointment, the trustee shall promptly Section V of this Final Judgment: such objection by Defendants must be file with the Court a report setting forth: (1) shall be made to an Acquirer that, conveyed in writing to the United States (1) the trustee’s efforts to accomplish the in the United States’ sole judgment, has and the trustee within ten (10) calendar required divestiture, (2) the reasons, in the intent and capability (including the days after the trustee has provided the the trustee’s judgment, why the required necessary managerial, operational, notice required under Section VI. divestiture has not been accomplished, technical, and financial capability) of E. The trustee shall serve at the cost and (3) the trustee’s recommendations. competing effectively in the television and expense of Gannett, on such terms To the extent that such report contains broadcasting business in the St. Louis and conditions as the United States information that the trustee deems DMA; and approves, and shall account for all confidential, such report shall not be (2) shall be accomplished so as to monies derived from the sale of the filed in the public docket of the Court. satisfy the United States, in its sole assets sold by the trustee and all costs The trustee shall at the same time discretion, that none of the terms of any and expenses so incurred. After furnish such report to the United States, agreement between the Acquirer and approval by the Court of the trustee’s which shall have the right to make Defendants gives Defendants the ability accounting, including fees for its additional recommendations consistent unreasonably to raise the Acquirer’s services and those of any professionals with the purpose of the trust. The Court costs, to lower the Acquirer’s efficiency, and agents retained by the trustee, all thereafter shall enter such orders as it or otherwise to interfere in the ability of remaining money shall be paid to shall deem appropriate to carry out the the Acquirer to compete effectively. Defendants and the trust shall then be purpose of the Final Judgment, which terminated. The compensation of the V. APPOINTMENT OF TRUSTEE may, if necessary, include extending the trustee and any professionals and agents trust and the term of the trustee’s A. If the Defendants have not divested retained by the trustee shall be appointment by a period requested by the Divestiture Assets within the time reasonable in light of the value of the the United States. period specified in Paragraph IV(A), Divestiture Assets and based on a fee Defendants shall notify the United arrangement providing the trustee with VI. NOTICE OF PROPOSED States of that fact in writing. an incentive based on the price and DIVESTITURE B. If (a) the Defendants have not terms of the divestiture and the speed A. Within two (2) business days divested the Divestiture Assets within with which it is accomplished, but following execution of a definitive the time period specified by Paragraph timeliness is paramount. divestiture agreement, Defendants or the IV(A), or (b) the United States decides F. Defendants shall use their best trustee, whichever is then responsible in its sole discretion that the Acquirer efforts to assist the trustee in for effecting the divestiture required is likely to be unable to complete the accomplishing the required divestiture. herein, shall notify the United States of purchase of the Divestiture Assets, upon The trustee and any consultants, any proposed divestiture required by application of the United States in its accountants, attorneys, and other Section IV or V of this Final Judgment. sole discretion, the Court shall appoint persons retained by the trustee shall If the trustee is responsible, it shall a trustee selected by the United States have full and complete access to the similarly notify Defendants. The notice and approved by the Court to effect the personnel, books, records, and facilities shall set forth the details of the divestiture of the Divestiture Assets. of the business to be divested, and proposed divestiture and list the name, C. After the appointment of a trustee Defendants shall develop financial and address, and telephone number of each becomes effective, only the trustee shall other information relevant to such person not previously identified who have the right to sell the Divestiture business as the trustee may reasonably offered or expressed an interest in or Assets. The trustee shall have the power request, subject to reasonable protection desire to acquire any ownership interest and authority to accomplish the for trade secret or other confidential in the Divestiture Assets, together with divestiture to an Acquirer, and in a research, development or commercial full details of the same. manner acceptable to the United States information. Defendants shall take no B. Within fifteen (15) calendar days of in its sole discretion, at such price and action to interfere with or to impede the receipt by the United States of such on such terms as are then obtainable trustee’s accomplishment of the notice, the United States may request upon reasonable effort by the trustee, divestiture. from Defendants, the proposed subject to the provisions of Sections IV, G. After its appointment, the trustee Acquirer, any other third party, or the V, and VI of this Final Judgment, and shall file monthly reports with the trustee if applicable, additional shall have such other powers as this United States setting forth the trustee’s information concerning the proposed Court deems appropriate. Subject to efforts to accomplish the divestiture divestiture, the proposed Acquirer, and Paragraph V(D) of this Final Judgment, ordered under this Final Judgment. any other potential Acquirer. the trustee may hire at the cost and Such reports shall include the name, Defendants and the trustee shall furnish expense of Gannett any investment address and telephone number of each any additional information requested bankers, attorneys, or other agents, who person who, during the preceding within fifteen (15) calendar days of the shall be solely accountable to the month, made an offer to acquire, receipt of the request, unless the parties trustee, reasonably necessary in the expressed an interest in acquiring, shall otherwise agree. trustee’s judgment to assist in the entered into negotiations to acquire, or C. Within thirty (30) calendar days divestiture. Defendants shall inform any was contacted or made an inquiry about after receipt of the notice or within

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twenty (20) calendar days after the secure FCC or other regulatory without restraint or interference by United States has been provided the approvals, and to provide required Defendants. additional information requested from information to prospective acquirers, B. Upon the written request of an Defendants, the proposed Acquirer, any including the limitations, if any, on third party, and the trustee, whichever such information. Assuming the authorized representative of the is later, the United States shall provide information set forth in the affidavit is Assistant Attorney General in charge of written notice to Defendants and the true and complete, any objection by the the Antitrust Division, Defendants shall trustee, if there is one, stating whether United States to information provided submit written reports or responses to or not it objects to the proposed by Defendants, including limitations on written interrogatories, under oath if divestiture in its sole discretion. If the information, shall be made within requested, relating to any of the matters United States provides written notice fourteen (14) days of receipt of such contained in this Final Judgment as may that it does not object, the divestiture affidavit. be requested. may be consummated, subject only to B. Within twenty (20) calendar days C. No information or documents Defendants’ limited right to object to the of the filing of the Complaint in this obtained by the means provided in this sale under Paragraph V(C) of this Final matter, each Defendant shall deliver to section shall be divulged by the United Judgment. Absent written notice that the the United States an affidavit that States to any person other than an United States does not object to the describes in reasonable detail all actions authorized representative of the proposed Acquirer or upon objection by Defendants have taken and all steps executive branch of the United States, the United States, a divestiture Defendants have implemented on an except in the course of legal proceedings proposed under Section IV or Section V ongoing basis to comply with Section to which the United States is a party shall not be consummated. Upon VIII of this Final Judgment. Defendants (including grand jury proceedings), or objection by Defendants under shall deliver to the United States an for the purpose of securing compliance Paragraph V(C), a divestiture proposed affidavit describing any changes to the with this Final Judgment, or as under Section V shall not be efforts and actions outlined in otherwise required by law. consummated unless approved by the Defendants’ earlier affidavits filed D. If at the time information or Court. pursuant to this section within fifteen documents are furnished by Defendants (15) calendar days after the change is VII. FINANCING to the United States, Defendants implemented. Defendants shall not finance all or represent and identify in writing the C. Defendants shall keep all records of any part of any purchase made pursuant material in any such information or all efforts made to preserve and divest to Section IV or V of this Final documents to which a claim of the Divestiture Assets until one year Judgment. protection may be asserted under Rule after such divestiture has been 26(c)(1)(G) of the Federal Rules of Civil VIII. HOLD SEPARATE completed. Procedure, and Defendants mark each Until the divestiture required by this X. COMPLIANCE INSPECTION pertinent page of such material, Final Judgment has been accomplished, ‘‘Subject to claim of protection under A. For the purposes of determining or Defendants shall take all steps necessary Rule 26(c)(1)(G) of the Federal Rules of securing compliance with this Final to comply with the Hold Separate Civil Procedure,’’ then the United States Judgment, or of any related orders such Stipulation and Order entered by this shall give Defendants ten (10) calendar Court. Defendants shall take no action as the Hold Separate Stipulation and Order, or of determining whether the days notice prior to divulging such that would jeopardize the divestiture material in any legal proceeding (other ordered by this Court. Final Judgment should be modified or vacated, and subject to any legally than a grand jury proceeding). IX. AFFIDAVITS recognized privilege, from time to time XI. NO REACQUISITION OR OTHER A. Within twenty (20) calendar days duly authorized representatives of the PROHIBITED ACTIVITIES of the filing of the Complaint in this United States Department of Justice, matter, and every thirty (30) calendar including consultants and other persons Defendants may not (1) reacquire any days thereafter until the divestiture has retained by the United States, shall, part of the Divestiture Assets, (2) been completed under Section IV or V upon written request of an authorized acquire any option to reacquire any part of this Final Judgment, Defendants shall representative of the Assistant Attorney of the Divestiture Assets or to assign the deliver to the United States an affidavit General in charge of the Antitrust Divestiture Assets to any other person, as to the fact and manner of their Division, and on reasonable notice to (3) enter into any local marketing compliance with Section IV or V of this Defendants, be permitted: agreement, joint sales agreement, other Final Judgment. Each such affidavit (1) access during Defendants’ office cooperative selling arrangement, or shall include the name, address and hours to inspect and copy, or at the shared services agreement, or conduct telephone number of each person who, option of the United States, to require other business negotiations jointly with during the preceding thirty (30) days, Defendants to provide hard copies or the Acquirer with respect to the made an offer to acquire, expressed an electronic copies of, all books, ledgers, Divestiture Assets, or (4) provide interest in acquiring, entered into accounts, records, data and documents financing or guarantees of financing negotiations to acquire, or was in the possession, custody or control of with respect to the Divestiture Assets, contacted or made an inquiry about Defendants, relating to any matters during the term of this Final Judgment. acquiring, any interest in the Divestiture contained in this Final Judgment; and The shared services prohibition does Assets, and shall describe in detail each (2) to interview, either informally or not preclude Defendants from contact with any such person during on the record, Defendants’ officers, continuing or entering into agreements that period. Each such affidavit shall employees, or agents, who may have in a form customarily used in the also include a description of the efforts their individual counsel present, industry to (1) share news helicopters or Defendants have taken to solicit buyers regarding such matters. The interviews (2) pool generic video footage that does for and complete the sale of the shall be subject to the reasonable not include recording a reporter or other Divestiture Assets, including efforts to convenience of the interviewee and on-air talent.

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XII. RETENTION OF JURISDICTION SWITZERLAND, have been added as CA; Utah State Office of Education, Salt This Court retains jurisdiction to parties to this venture. Lake City, UT; Rhode Island Department enable any party to this Final Judgment In addition, Versa Networks, Santa of Elementary and Secondary Education to apply to this Court at any time for Clara, CA, has withdrawn as a party to Office of Instruction, Assessment, and further orders and directions as may be this venture. Curriculum, Providence, RI; and State of necessary or appropriate to carry out or No other changes have been made in Michigan Dept. of Education, Bureau of construe this Final Judgment, to modify either the membership or planned Assessments and Accountability, any of its provisions, to enforce activity of the group research project. Lansing, MI, have withdrawn as parties compliance, and to punish violations of Membership in this group research to this venture. its provisions. project remains open, and OpenDaylight In addition, Department of Education, intends to file additional written Employment and Workplace Relations XIII. EXPIRATION OF FINAL notifications disclosing all changes in has changed its name to Australian JUDGMENT membership. Government Department of Education, Unless this Court grants an extension, On May 23, 2013, OpenDaylight filed Canberra City, AUSTRALIA. this Final Judgment shall expire ten (10) its original notification pursuant to No other changes have been made in years from the date of its entry. Section 6(a) of the Act. The Department either the membership or planned of Justice published a notice in the activity of the group research project. XIV. PUBLIC INTEREST Federal Register pursuant to Section Membership in this group research DETERMINATION 6(b) of the Act on July 1, 2013 (78 FR project remains open, and IMS Global Entry of this Final Judgment is in the 39326). intends to file additional written public interest. The parties have The last notification was filed with notifications disclosing all changes in complied with the requirements of the the Department on August 14, 2013. A membership. Antitrust Procedures and Penalties Act, notice was published in the Federal On April 7, 2000, IMS Global filed its 15 U.S.C § 16, including making copies Register pursuant to Section 6(b) of the original notification pursuant to Section available to the public of this Final Act on September 16, 2013 (78 FR 6(a) of the Act. The Department of Judgment, the Competitive Impact 56939). Justice published a notice in the Federal Statement, and any comments thereon, Register pursuant to Section 6(b) of the Patricia A. Brink, and the United States’ responses to Act on September 13, 2000 (65 FR comments. Based on the record before Director of Civil Enforcement, Antitrust Division. 55283). the Court, which includes the The last notification was filed with Competitive Impact Statement and any [FR Doc. 2013–31244 Filed 12–27–13; 8:45 am] the Department on August 16, 2013. A comments and responses to comments BILLING CODE 4410–11–P notice was published in the Federal filed with the Court, entry of this Final Register pursuant to Section 6(b) of the Judgment is in the public interest. Act on September 16, 2013 (78 FR DEPARTMENT OF JUSTICE Date: llllllllllllllll 56939). Court approval subject to procedures of Antitrust Division Patricia A. Brink, Antitrust Procedures and Penalties Act, Director of Civil Enforcement, Antitrust 15 U.S.C. § 16 Notice Pursuant to The National Division. United States District Judge Cooperative Research and Production Act of 1993—IMS Global Learning [FR Doc. 2013–31228 Filed 12–27–13; 8:45 am] [FR Doc. 2013–31182 Filed 12–27–13; 8:45 am] Consortium, Inc. BILLING CODE P BILLING CODE P Notice is hereby given that, on November 22, 2013, pursuant to Section DEPARTMENT OF JUSTICE DEPARTMENT OF JUSTICE 6(a) of the National Cooperative Research and Production Act of 1993, Antitrust Division Antitrust Division 15 U.S.C. § 4301 et seq. (‘‘the Act’’), IMS Notice Pursuant to the National Notice Pursuant to the National Global Learning Consortium, Inc. (‘‘IMS Cooperative Research and Production Cooperative Research and Production Global’’) has filed written notifications Act of 1993—Open-IX Association Act of 1993—OpenDaylight Project, simultaneously with the Attorney Inc. General and the Federal Trade Notice is hereby given that, on Commission disclosing changes in its December 3, 2013, pursuant to Section Notice is hereby given that, on membership. The notifications were 6(a) of the National Cooperative November 13, 2013, pursuant to Section filed for the purpose of extending the Research and Production Act of 1993, 6(a) of the National Cooperative Act’s provisions limiting the recovery of 15 U.S.C. § 4301 et seq. (‘‘the Act’’), Research and Production Act of 1993, antitrust plaintiffs to actual damages Open-IX Association (‘‘Open-IX’’) has 15 U.S.C. § 4301 et seq. (‘‘the Act’’), under specified circumstances. filed written notifications OpenDaylight Project, Inc. Specifically, Carson-Dellosa Publishing, simultaneously with the Attorney (‘‘OpenDaylight’’) has filed written Greensboro, NC; Data Recognition General and the Federal Trade notifications simultaneously with the Group, Maple Grove, MN; Nelson Commission disclosing (1) the name and Attorney General and the Federal Trade Education Ltd., Toronto, Ontario, principal place of business of the Commission disclosing changes in its CANADA; The Northwest Evaluation standards development organization membership. The notifications were Association, Portland, OR; Pacific and (2) the nature and scope of its filed for the purpose of extending the Metrics, Monterey, CA; and The standards development activities. The Act’s provisions limiting the recovery of Constitution Foundation dba The Saylor notifications were filed for the purpose antitrust plaintiffs to actual damages Foundation, Washington, DC, have been of invoking the Act’s provisions limiting under specified circumstances. added as parties to this venture. the recovery of antitrust plaintiffs to Specifically, A10 Networks, San Jose, Also, Ucompass.com, Inc., actual damages under specified CA; and Midokura, Lausanne, Tallahassee, FL; Tegrity, Santa Clara, circumstances.

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