Before the FEDERAL COMMUNICATIONS COMMISSION Washington, DC 20554
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Preliminary Injunction, Plaintiff Nexstar
ase 2:13-cv-00910-DAK Document 87 Filed 02/19/14 Page 1 of 26 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF UTAH CENTRAL DIVISION COMMUNITY TELEVISION OF UTAH, LLC dba KSTU FOX 13, KUTV LICENSEE, LLC dba KMYU and MEMORANDUM DECISION AND KUTV, and FOX BROADCASTING ORDER GRANTING PRELIMINARY COMPANY, INJUNCTION AND STAY Plaintiffs, Consolidated Case No. 2:13CV910DAK vs. Judge Dale A. Kimball AEREO, INC., Defendant. ____________________________________ NEXSTAR BROADCASTING COMPANY, Plaintiff, vs. AEREO, INC., Defendant. This matter is before the court on Plaintiffs Community Television of Utah, LLC, KUTV Licensee, and Fox Broadcasting Company’s Motion for Preliminary Injunction, Plaintiff Nexstar Broadcasting, Inc.’s Motion for Preliminary Injunction, Defendant Aereo, Inc.’s Motion to Stay Proceedings Pending the Supreme Court’s decision in ABC v. Aereo, and Defendant Aereo’s Motion to Transfer. The court held a hearing on Aereo’s Motion to Stay on February 7, 2014, ase 2:13-cv-00910-DAK Document 87 Filed 02/19/14 Page 2 of 26 and a hearing on Plaintiffs Motions for Preliminary Injunction on February 11, 2014.1 At the hearings, Plaintiffs Community Television of Utah, LLC, KUTV Licensee, and Fox Broadcasting Company were represented by Brent O. Hatch, Shaundra L. McNeil, and Richard L. Stone, Plaintiff Nexstar Broadcasting, Inc. was represented by Rodney R. Parker and John C. Ulin, and Defendant Aereo was represented by Daralyn J. Durie, Joseph C. Gratz, Jess M. Krannich, and Timothy Considine. After carefully considering the parties’ arguments, as well as the law and facts relevant to the motions, the court enters the following Memorandum Decision and Order FACTUAL BACKGROUND2 Plaintiffs are a collection of local and national broadcast television companies who have brought the present lawsuit against Aereo for copyright infringement. -
Minority Views
MINORITY VIEWS The Minority Members of the House Permanent Select Committee on Intelligence on March 26, 2018 submit the following Minority Views to the Majority-produced "Repo11 on Russian Active Measures, March 22, 2018." Devin Nunes, California, CMAtRMAN K. Mich.J OI Conaw ay, Toxas Pe1 or T. King. New York F,ank A. LoBiondo, N ew Jersey Thom.is J. Roonev. Florida UNCLASSIFIED Ileana ROS·l chtinon, Florida HVC- 304, THE CAPITOL Michnel R. Turner, Ohio Brad R. Wons1 rup. Ohio U.S. HOUSE OF REPRESENTATIVES WASHINGTON, DC 20515 Ou is S1cwart. U1ah (202) 225-4121 Rick Cr.,w ford, Arka nsas P ERMANENT SELECT C OMMITTEE Trey Gowdy, South Carolina 0A~lON NELSON Ellsr. M . S1nfn11ik, Nnw York ON INTELLIGENCE SrAFf. D IREC f()ti Wi ll Hurd, Tcxa~ T11\'10l !IV s. 8 £.R(.REE N At1am 8 . Schiff, Cohforn1a , M tNORllV STAFF OtR ECToq RANKIN G M EMtlER Jorncs A. Himes, Connec1icut Terri A. Sewell, AlabJma AndrC Carso n, lncli.1 na Jacki e Speier, Callfomia Mike Quigley, Il linois E,ic Swalwell, California Joilq u1 0 Castro, T exas De nny Huck, Wash ington P::iul D . Ry an, SPCAl([ R or TH( HOUSE Noncv r c1os1. DEMOC 11t.1 1c Lr:.11.orn March 26, 2018 MINORITY VIEWS On March I, 201 7, the House Permanent Select Commiltee on Intelligence (HPSCI) approved a bipartisan "'Scope of In vestigation" to guide the Committee's inquiry into Russia 's interference in the 201 6 U.S. e lection.1 In announc ing these paramete rs for the House of Representatives' onl y authorized investigation into Russia's meddling, the Committee' s leadership pl edged to unde1take a thorough, bipartisan, and independent probe. -
Federal Register/Vol. 85, No. 103/Thursday, May 28, 2020
32256 Federal Register / Vol. 85, No. 103 / Thursday, May 28, 2020 / Proposed Rules FEDERAL COMMUNICATIONS closes-headquarters-open-window-and- presentation of data or arguments COMMISSION changes-hand-delivery-policy. already reflected in the presenter’s 7. During the time the Commission’s written comments, memoranda, or other 47 CFR Part 1 building is closed to the general public filings in the proceeding, the presenter [MD Docket Nos. 19–105; MD Docket Nos. and until further notice, if more than may provide citations to such data or 20–105; FCC 20–64; FRS 16780] one docket or rulemaking number arguments in his or her prior comments, appears in the caption of a proceeding, memoranda, or other filings (specifying Assessment and Collection of paper filers need not submit two the relevant page and/or paragraph Regulatory Fees for Fiscal Year 2020. additional copies for each additional numbers where such data or arguments docket or rulemaking number; an can be found) in lieu of summarizing AGENCY: Federal Communications original and one copy are sufficient. them in the memorandum. Documents Commission. For detailed instructions for shown or given to Commission staff ACTION: Notice of proposed rulemaking. submitting comments and additional during ex parte meetings are deemed to be written ex parte presentations and SUMMARY: In this document, the Federal information on the rulemaking process, must be filed consistent with section Communications Commission see the SUPPLEMENTARY INFORMATION 1.1206(b) of the Commission’s rules. In (Commission) seeks comment on several section of this document. proceedings governed by section 1.49(f) proposals that will impact FY 2020 FOR FURTHER INFORMATION CONTACT: of the Commission’s rules or for which regulatory fees. -
PUBLIC NOTICE Federal Communications Commission News Media Information 202 / 418-0500 Th 445 12 St., S.W
PUBLIC NOTICE Federal Communications Commission News Media Information 202 / 418-0500 th 445 12 St., S.W. Internet: http://www.fcc.gov Washington, D.C. 20554 TTY: 1-888-835-5322 DA 19-341 Released: April 26, 2019 MEDIA BUREAU ACCEPTS FOR FILING DIVESTITURE APPLICATIONS IN PROCEEDING TO TRANSFER CONTROL OF TRIBUNE MEDIA COMPANY TO NEXSTAR MEDIA GROUP, INC., AND ESTABLISHES CONSOLIDATED PLEADING CYCLE MB Docket No. 19-30 Petition to Deny Date: May 27, 2019 Opposition Date: June 11, 2019 Reply Date: June 18, 2019 Tribune Media Company (Tribune) and Nexstar Media Group, Inc. (Nexstar and, jointly with Tribune, Applicants), in connection with their previously filed applications seeking consent to the transfer of control of subsidiaries of Tribune holding the licenses of full-power broadcast television stations (and related broadcast auxiliary facilities), low-power television stations, TV translator stations, and radio stations to Nexstar (Merger),1 have filed a new set of applications (Divestiture Applications) with the Federal Communications Commission (Commission) to divest certain stations to Scripps Media, Inc. (Scripps), Tegna, Inc. (Tegna), and Circle City Broadcasting I, Inc. (CCB).2 Because this proceeding involves multiple transactions in multiple markets, and requires coordinated timing to effectuate divestures of certain stations that are necessary for approval of the overall transaction, we find that consolidated processing of the Divestiture Applications, and their incorporation into this docket, will result in administrative efficiency and ensure a comprehensive record in this proceeding.3 1 See Media Bureau Establishes Pleading Cycle for Applications to Transfer Control of Tribune Media Company to Nexstar Media Group, Inc. -
Ebonics Hearing
S. HRG. 105±20 EBONICS HEARING BEFORE A SUBCOMMITTEE OF THE COMMITTEE ON APPROPRIATIONS UNITED STATES SENATE ONE HUNDRED FIFTH CONGRESS FIRST SESSION SPECIAL HEARING Printed for the use of the Committee on Appropriations ( U.S. GOVERNMENT PRINTING OFFICE 39±641 cc WASHINGTON : 1997 For sale by the U.S. Government Printing Office Superintendent of Documents, Congressional Sales Office, Washington, DC 20402 COMMITTEE ON APPROPRIATIONS TED STEVENS, Alaska, Chairman THAD COCHRAN, Mississippi ROBERT C. BYRD, West Virginia ARLEN SPECTER, Pennsylvania DANIEL K. INOUYE, Hawaii PETE V. DOMENICI, New Mexico ERNEST F. HOLLINGS, South Carolina CHRISTOPHER S. BOND, Missouri PATRICK J. LEAHY, Vermont SLADE GORTON, Washington DALE BUMPERS, Arkansas MITCH MCCONNELL, Kentucky FRANK R. LAUTENBERG, New Jersey CONRAD BURNS, Montana TOM HARKIN, Iowa RICHARD C. SHELBY, Alabama BARBARA A. MIKULSKI, Maryland JUDD GREGG, New Hampshire HARRY REID, Nevada ROBERT F. BENNETT, Utah HERB KOHL, Wisconsin BEN NIGHTHORSE CAMPBELL, Colorado PATTY MURRAY, Washington LARRY CRAIG, Idaho BYRON DORGAN, North Dakota LAUCH FAIRCLOTH, North Carolina BARBARA BOXER, California KAY BAILEY HUTCHISON, Texas STEVEN J. CORTESE, Staff Director LISA SUTHERLAND, Deputy Staff Director JAMES H. ENGLISH, Minority Staff Director SUBCOMMITTEE ON DEPARTMENTS OF LABOR, HEALTH AND HUMAN SERVICES, AND EDUCATION, AND RELATED AGENCIES ARLEN SPECTER, Pennsylvania, Chairman THAD COCHRAN, Mississippi TOM HARKIN, Iowa SLADE GORTON, Washington ERNEST F. HOLLINGS, South Carolina CHRISTOPHER S. BOND, Missouri DANIEL K. INOUYE, Hawaii JUDD GREGG, New Hampshire DALE BUMPERS, Arkansas LAUCH FAIRCLOTH, North Carolina HARRY REID, Nevada LARRY E. CRAIG, Idaho HERB KOHL, Wisconsin KAY BAILEY HUTCHISON, Texas PATTY MURRAY, Washington Majority Professional Staff CRAIG A. HIGGINS and BETTILOU TAYLOR Minority Professional Staff MARSHA SIMON (II) 2 CONTENTS Page Opening remarks of Senator Arlen Specter .......................................................... -
Nexstar Media Group Stations(1)
Nexstar Media Group Stations(1) Full Full Full Market Power Primary Market Power Primary Market Power Primary Rank Market Stations Affiliation Rank Market Stations Affiliation Rank Market Stations Affiliation 2 Los Angeles, CA KTLA The CW 57 Mobile, AL WKRG CBS 111 Springfield, MA WWLP NBC 3 Chicago, IL WGN Independent WFNA The CW 112 Lansing, MI WLAJ ABC 4 Philadelphia, PA WPHL MNTV 59 Albany, NY WTEN ABC WLNS CBS 5 Dallas, TX KDAF The CW WXXA FOX 113 Sioux Falls, SD KELO CBS 6 San Francisco, CA KRON MNTV 60 Wilkes Barre, PA WBRE NBC KDLO CBS 7 DC/Hagerstown, WDVM(2) Independent WYOU CBS KPLO CBS MD WDCW The CW 61 Knoxville, TN WATE ABC 114 Tyler-Longview, TX KETK NBC 8 Houston, TX KIAH The CW 62 Little Rock, AR KARK NBC KFXK FOX 12 Tampa, FL WFLA NBC KARZ MNTV 115 Youngstown, OH WYTV ABC WTTA MNTV KLRT FOX WKBN CBS 13 Seattle, WA KCPQ(3) FOX KASN The CW 120 Peoria, IL WMBD CBS KZJO MNTV 63 Dayton, OH WDTN NBC WYZZ FOX 17 Denver, CO KDVR FOX WBDT The CW 123 Lafayette, LA KLFY CBS KWGN The CW 66 Honolulu, HI KHON FOX 125 Bakersfield, CA KGET NBC KFCT FOX KHAW FOX 129 La Crosse, WI WLAX FOX 19 Cleveland, OH WJW FOX KAII FOX WEUX FOX 20 Sacramento, CA KTXL FOX KGMD MNTV 130 Columbus, GA WRBL CBS 22 Portland, OR KOIN CBS KGMV MNTV 132 Amarillo, TX KAMR NBC KRCW The CW KHII MNTV KCIT FOX 23 St. Louis, MO KPLR The CW 67 Green Bay, WI WFRV CBS 138 Rockford, IL WQRF FOX KTVI FOX 68 Des Moines, IA WHO NBC WTVO ABC 25 Indianapolis, IN WTTV CBS 69 Roanoke, VA WFXR FOX 140 Monroe, AR KARD FOX WTTK CBS WWCW The CW WXIN FOX KTVE NBC 72 Wichita, KS -
Central Utah Area Channel Guide Broadcast Basic
Central Utah Area Channel Guide Broadcast Basic 12 Channels: Local Utah Broadcast channels including ABC, NBC, CBS, Fox, PBS, PAX, BYU, KJZZ, and Local Channel 10 plus CW and UEN. (All HD channels {} are available FREE without HD set top box, but requires subscription to Expanded Basic package.) SD Network No STB DTV HD SD Network No STB DTV HD SD Network No STB DTV HD 102 KUTV CBS 02* {77-1} 502 106 ION 06* {81-13} 506 110 Local 10 10* 103 The CW 03* {81-3} 503 107 KUED 07* {80-3} 507 111 KMTI-Retro TV 11* {106-1} 511 104 KTVX ABC 04* {77-11} 504 108 BYU-TV 08* {106-2} 508 112 KJZZ 12* {79-13} 512 105 KSL NBC 05* {78-3} 505 109 KUEN 09* {80-13} 509 113 KSTU FOX 13* {79-3} 513 *Broadcast Basic customer without digital set-top box (STB) must use analog channels 02-13. Expanded Basic 120 Channels: Includes 12 Broadcast Basic, 55 SD Channels and 52 HD channels. You may also add a digital receiver to get the premium movie channels. HD Channels included with HD Receiver. SD Network DTV HD SD Network DTV HD SD Network DTV HD 114 Disney Channel 515 135 Paramount 162 Fox Business 562 115 New Nation 136 CMT 163 INSP 116 TBS 516 140 TV Land 164 Hallmark Movie & Mysteries 117 TNT 517 141 Hallmark Channel 170 FXM 118 ESPN 518 142 Cartoon Network 554 171 RFD 119 ESPN2 519 143 Outdoor Network 557 172 Sportsman 120 AT&T SportsNet 520 144 MTV 185 TBN 121 CBS Sports 145 VH1 186 Discovery Life 122 FOX News 522 146 Comedy Central 187 E! Entertainment 587 123 CNN 149 QVC 188 ESPNU 124 Weather Channel 150 Travel Channel 550 189 Golf 598 125 Nick 151 tru TV 551 190 CSPAN 126 USA Network 526 152 SyFy 552 191 OXYGEN 127 Lifetime 527 153 Bravo 553 192 History 128 Freeform 528 154 MSNBC 555 193 OWN 129 A&E 529 155 Home Shopping Network 194 Fox Sports 1 589 130 AMC 156 CNBC 556 195 FXX 131 Discovery 531 158 NFL Network 196 National Geographic 595 132 TLC 532 159 HLN 197 I.D. -
The Heritage Foundation 1314 Cleveland Street John, Barbara
PAUL J. LARKIN, JR. CURRICULUM VITAE The Heritage Foundation 1314 Cleveland Street John, Barbara & Victoria Rumpel Alexandria, VA 22302 Senior Legal Research Fellow M: 703-887-9599 214 Massachusetts Ave., NE E: [email protected] Washington, DC 20002 O: 202-608-6190 E: [email protected] EMPLOYMENT The Heritage Foundation: John, Barbara & Victoria Rumpel Senior Legal Research Fellow at the Meese Center of the Heritage Foundation Institute for Constitutional Government, 2018; Senior Le- gal Research Fellow, 2011-2018; Manager, Overcriminalization Project: 2011-2016 Federal Bureau of Investigation: Counsel to the Program Director, Office for Victim Assistance: 2011; Special Assistant to the Assistant Director for Professional Responsibility: 2010-2011 Federal Trade Commission: Office of the General Counsel, Attorney: 2010 Verizon Communications Inc.: Assistant General Counsel: 2004-2009 Environmental Protection Agency, Criminal Investigation Division: Acting Director, Criminal Investigation Division: 2003-2004; Special Agent-in-Charge: 2002-2004; Associate Special Agent- in-Charge: 2001-2002; Special Agent: 1998-2001 United States Senate Environment & Public Works Committee: Majority Fellow: 2000 United States Senate Judiciary Committee: Counsel to the Senate Judiciary Committee and Chief of the Crime Unit: 1996-1997 King & Spalding: Of Counsel: 1994-1996 Office of the Independent Counsel (Department of Housing & Urban Development Investigation): Associate Independent Counsel: 1995-1996 Office of the Solicitor General, United States Department of Justice: Assistant to the Solicitor General: 1985-1993 Organized Crime and Racketeering Section, Criminal Division, U.S. Department of Justice: Attorney: 1984-1985 Hogan & Hartson (now Hogan Lovells): Law firm associate: 1982-1984 Law Clerk to the Honorable Robert H. Bork, United States Court of Appeals for the District of Columbia Circuit: 1982 Law Clerk to the Honorable Robert A. -
Channel Affiliate Market Timeframe of Move Call
TV Broadcasters’ Impact on Texas Broadcasters have an impact of $111.15 billion annually on Texas’s economy. 220,920 Jobs 118 Commercial TV Stations Call Channel Affiliate Market Timeframe of Move KAZD 0 Azteca America Dallas-Ft. Worth, TX (5) Phase 3: Apr 13, 2019 - Jun 21, 2019 KDFI 27 My Network TV Dallas-Ft. Worth, TX (5) Phase 3: Apr 13, 2019 - Jun 21, 2019 KDTN 2 Daystar TV Network Dallas-Ft. Worth, TX (5) Phase 3: Apr 13, 2019 - Jun 21, 2019 KDTX-TV 58 Trinity Broadcasting Network Dallas-Ft. Worth, TX (5) Phase 3: Apr 13, 2019 - Jun 21, 2019 KLEG-CD 44 Independent-Spanish Dallas-Ft. Worth, TX (5) Phase 3: Apr 13, 2019 - Jun 21, 2019 KPXD-TV 68 ION Media Networks Dallas-Ft. Worth, TX (5) Phase 3: Apr 13, 2019 - Jun 21, 2019 KSTR-DT 49 UniMas Dallas-Ft. Worth, TX (5) Phase 3: Apr 13, 2019 - Jun 21, 2019 KTXA 21 Independent Dallas-Ft. Worth, TX (5) Phase 3: Apr 13, 2019 - Jun 21, 2019 KTXD-TV 47 Independent Dallas-Ft. Worth, TX (5) Phase 3: Apr 13, 2019 - Jun 21, 2019 KUVN-CD 47 Univision Dallas-Ft. Worth, TX (5) Phase 3: Apr 13, 2019 - Jun 21, 2019 KUVN-DT 23 Univision Dallas-Ft. Worth, TX (5) Phase 3: Apr 13, 2019 - Jun 21, 2019 KXAS-TV 5 NBC Dallas-Ft. Worth, TX (5) Phase 3: Apr 13, 2019 - Jun 21, 2019 KXTX-TV 39 Telemundo Dallas-Ft. Worth, TX (5) Phase 3: Apr 13, 2019 - Jun 21, 2019 KIAH 39 CW Television Network Houston, TX (8) Phase 2: Dec 1, 2018 - Apr 12, 2019 KTBU 55 Mega TV - Spanish Network Houston, TX (8) Phase 2: Dec 1, 2018 - Apr 12, 2019 KTMD 47 Telemundo Houston, TX (8) Phase 2: Dec 1, 2018 - Apr 12, 2019 KUBE-TV 57 -
SJSU Student Arrested on Drug Charges
Focus SpoRTs Happy Softball loses St. Patrick's to UNLV; prepares Day! for NISI' See related story... See page 6... Volume 101, Number :16 PARTANPublished for San Jose State t I tiiIi'r %I,. ii i 7, i99.1 niversit since 1931 DAILY SJSU student arrested on drug charges By Cristal Guderjahn with possession of a controlled Brown said Thursday. "The signed by a judge who has rea- Lt. Lowe would riot release out in the hallway It was like a Spartan Daily Staff writer substance. Giver was booked police think (Giver) is some son to believe that the informa- details of the arrest or identify movie." A 19-year-old San Jose State into the Santa Clara County Jail kind of big-time drug dealer. tion in the warrant is valid and the controlled substance Giver The arrest was the result of a University student was arrested in San Jose. They came in and busted up our trustworthy," Lowe said. "A sim- allegedly had in his possession. San Jose Police Department on drug charges Tuesday morn- Giver's roommate, SJSU fresh- room, but there is not one bit of ple phone call is not going to be Brown said the police found two investigation, Lowe said. The ing in Joe West Hall on Ninth man Jake Brown, 18, said police coke in this dorm." sufficient in and of itself to lead doses, called "hits," of LSD in University Police, which assist- Street, said Lt. Bruce Lowe of officers broke down his door Police had a search warrant to the issuance of a search war- the room, but no cocaine. -
All Full-Power Television Stations by Dma, Indicating Those Terminating Analog Service Before Or on February 17, 2009
ALL FULL-POWER TELEVISION STATIONS BY DMA, INDICATING THOSE TERMINATING ANALOG SERVICE BEFORE OR ON FEBRUARY 17, 2009. (As of 2/20/09) NITE HARD NITE LITE SHIP PRE ON DMA CITY ST NETWORK CALLSIGN LITE PLUS WVR 2/17 2/17 LICENSEE ABILENE-SWEETWATER ABILENE TX NBC KRBC-TV MISSION BROADCASTING, INC. ABILENE-SWEETWATER ABILENE TX CBS KTAB-TV NEXSTAR BROADCASTING, INC. ABILENE-SWEETWATER ABILENE TX FOX KXVA X SAGE BROADCASTING CORPORATION ABILENE-SWEETWATER SNYDER TX N/A KPCB X PRIME TIME CHRISTIAN BROADCASTING, INC ABILENE-SWEETWATER SWEETWATER TX ABC/CW (DIGITALKTXS-TV ONLY) BLUESTONE LICENSE HOLDINGS INC. ALBANY ALBANY GA NBC WALB WALB LICENSE SUBSIDIARY, LLC ALBANY ALBANY GA FOX WFXL BARRINGTON ALBANY LICENSE LLC ALBANY CORDELE GA IND WSST-TV SUNBELT-SOUTH TELECOMMUNICATIONS LTD ALBANY DAWSON GA PBS WACS-TV X GEORGIA PUBLIC TELECOMMUNICATIONS COMMISSION ALBANY PELHAM GA PBS WABW-TV X GEORGIA PUBLIC TELECOMMUNICATIONS COMMISSION ALBANY VALDOSTA GA CBS WSWG X GRAY TELEVISION LICENSEE, LLC ALBANY-SCHENECTADY-TROY ADAMS MA ABC WCDC-TV YOUNG BROADCASTING OF ALBANY, INC. ALBANY-SCHENECTADY-TROY ALBANY NY NBC WNYT WNYT-TV, LLC ALBANY-SCHENECTADY-TROY ALBANY NY ABC WTEN YOUNG BROADCASTING OF ALBANY, INC. ALBANY-SCHENECTADY-TROY ALBANY NY FOX WXXA-TV NEWPORT TELEVISION LICENSE LLC ALBANY-SCHENECTADY-TROY AMSTERDAM NY N/A WYPX PAXSON ALBANY LICENSE, INC. ALBANY-SCHENECTADY-TROY PITTSFIELD MA MYTV WNYA VENTURE TECHNOLOGIES GROUP, LLC ALBANY-SCHENECTADY-TROY SCHENECTADY NY CW WCWN FREEDOM BROADCASTING OF NEW YORK LICENSEE, L.L.C. ALBANY-SCHENECTADY-TROY SCHENECTADY NY PBS WMHT WMHT EDUCATIONAL TELECOMMUNICATIONS ALBANY-SCHENECTADY-TROY SCHENECTADY NY CBS WRGB FREEDOM BROADCASTING OF NEW YORK LICENSEE, L.L.C. -
COMPLAINT Plaintiff, Tribune Media Company (“Tribune”), by and Through Its Undersigned Attorneys, Files This Verified Complaint Against Defendant, Sinclair
EFiled: Aug 09 2018 12:05AM EDT Transaction ID 62327554 Case No. 2018-0593- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Tribune Media Company, a Delaware corporation, Plaintiff, C.A. No. 2018- _____-_____ v. Sinclair Broadcast Group, Inc., a Maryland corporation, Defendant. VERIFIED COMPLAINT Plaintiff, Tribune Media Company (“Tribune”), by and through its undersigned attorneys, files this Verified Complaint against Defendant, Sinclair Broadcast Group, Inc. (“Sinclair”), and alleges as follows: Introduction 1. Tribune and Sinclair are media companies that own and operate local television stations. In May 2017, the companies entered into an Agreement and 1 Plan of Merger (the “Merger Agreement”) pursuant to which Sinclair agreed to acquire Tribune for cash and stock valued at $43.50 per share, for an aggregate purchase price of approximately $3.9 billion (the “Merger”). 1 A true and correct copy of the Merger Agreement is attached as Exhibit A. The Merger Agreement is incorporated herein by reference. Unless defined herein, all capitalized terms in this Verified Complaint have the meanings ascribed to them in the Merger Agreement. RLF1 19833012v.1 2. Sinclair owns the largest number of local television stations of any media company in the United States, and Tribune and Sinclair were well aware that a combination of the two companies would trigger regulatory scrutiny by both the United States Department of Justice (“DOJ”) and the Federal Communications Commission (the “FCC”). Because speed and certainty were critical to Tribune, it conditioned its agreement on obtaining from Sinclair a constrictive set of deal terms obligating Sinclair to use its reasonable best efforts to obtain prompt regulatory clearance of the transaction.