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have not had an opportunity to Action No. 1:16–cv–01772 (JDB). On ‘‘Defendants’’), and to obtain other comment. Parties may submit final September 2, 2016, the United States equitable relief. comments on this information on or filed a Complaint alleging that Nexstar I. Nature of the Action before February 10, 2017, but such final Broadcasting Group, Inc.’s acquisition of comments must not contain new factual Media General, Inc. would violate 1. Pursuant to an Agreement and Plan information and must otherwise comply Section 7 of the Clayton Act, 15 U.S.C. of Merger dated January 27, 2016, with section 207.30 of the Commission’s 18. The proposed Final Judgment, filed Nexstar agreed to acquire Media General rules. All written submissions must on the same day as the Complaint, for approximately $4.6 billion. Nexstar conform with the provisions of section resolves the case by requiring Nexstar to and Media General own and operate 201.8 of the Commission’s rules; any divest certain broadcast television broadcast television stations in multiple submissions that contain BPI must also stations in Green Bay-Appleton, Designated Market Areas (‘‘DMAs’’) conform with the requirements of Wisconsin; Roanoke-Lynchburg, throughout the United States. sections 201.6, 207.3, and 207.7 of the Virginia; Lafayette, Louisiana; Terre 2. Nexstar’s and Media General’s Commission’s rules. The Commission’s Haute, Indiana; Ft. Wayne, Indiana; and television stations compete head to head Handbook on E-Filing, available on the Davenport, Iowa/Rock Island-Moline, for the business of local and national Commission’s Web site at http:// Illinois. A Competitive Impact companies that seek to advertise on edis.usitc.gov, elaborates upon the Statement filed by the United States broadcast television stations operating Commission’s rules with respect to describes the Complaint, the proposed in the following DMAs: Roanoke- electronic filing. Final Judgment, and the industry. Lynchburg, Virginia; Terre Haute, Additional written submissions to the Copies of the Complaint, proposed Indiana; Ft. Wayne, Indiana; Green Bay- Commission, including requests Final Judgment, and Competitive Impact Appleton, Wisconsin; Lafayette, pursuant to section 201.12 of the Statement are available for inspection Louisiana; and Davenport, Iowa/Rock Commission’s rules, shall not be on the Antitrust Division’s Web site at Island-Moline, Illinois (‘‘Quad Cities’’) accepted unless good cause is shown for http://www.justice.gov/atr and at the (collectively, the ‘‘DMA Markets’’). In accepting such submissions, or unless Office of the Clerk of the United States each of these six DMAs, Nexstar and the submission is pursuant to a specific District Court for the District of Media General together account for a request by a Commissioner or Columbia. Copies of these materials may substantial share of the broadcast Commission staff. television station advertising revenues In accordance with sections 201.16(c) be obtained from the Antitrust Division in that DMA. and 207.3 of the Commission’s rules, upon request and payment of the each document filed by a party to the copying fee set by Department of Justice 3. Specifically, the Defendants operate investigations must be served on all regulations. three stations that account for other parties to the investigations (as Public comment is invited within 60 approximately 41 percent of broadcast identified by either the public or BPI days of the date of this notice. Such television station gross advertising service list), and a certificate of service comments, including the name of the revenues in the Roanoke-Lynchburg, must be timely filed. The Secretary will submitter, and responses thereto, will be Virginia DMA; three stations that not accept a document for filing without posted on the Antitrust Division’s Web account for approximately 100 percent a certificate of service. site, filed with the Court, and, under of broadcast television station gross certain circumstances, published in the advertising revenues in the Terre Haute, Authority: These investigations are being Federal Register. Comments should be Indiana DMA; three stations that conducted under authority of title VII of the account for approximately 51 percent of Tariff Act of 1930; this notice is published directed to Owen Kendler, Asst. Chief, pursuant to section 207.21 of the Litigation III, Antitrust Division, broadcast television station gross Commission’s rules. Department of Justice, Washington, DC advertising revenues in the Ft. Wayne, Indiana DMA; two stations that account By order of the Commission. 20530, (telephone: 202–305–8376). for approximately 51 percent of Issued: September 9, 2016. Patricia A. Brink, broadcast television station gross Lisa R. Barton, Director of Civil Enforcement. advertising revenues in the Green Bay- Secretary to the Commission. United States District Court for the Appleton, Wisconsin DMA; three [FR Doc. 2016–22096 Filed 9–13–16; 8:45 am] District of Columbia stations that account for approximately BILLING CODE 7020–02–P 53 percent of broadcast television United States of America, Department of station gross advertising revenues in the Justice, Antitrust Division, 450 Fifth Street Lafayette, Louisiana DMA; and three DEPARTMENT OF JUSTICE NW., Suite 7000, Washington, DC 20530, stations that account for approximately Plaintiff, v. Nexstar Broadcasting Group, Inc., 56 percent of broadcast television Antitrust Division 545 E. John Carpenter Freeway, Suite 700, Irving, TX 75062, and Media General, Inc., station gross advertising revenues in the Quad Cities DMA. United States v. Nexstar Broadcasting 333 E. Franklin Street, Richmond, VA 23219 Group Inc., et al.; Proposed Final Defendants. 4. Nexstar and Media General also Judgment and Competitive Impact Case No.: 1:16–cv–01772 compete to license programming to Statement Judge: John D. Bates multichannel video programming Filed: 09/02/2016 distributors (‘‘MVPDs’’) for Notice is hereby given pursuant to the Complaint retransmission to MVPD subscribers and Antitrust Procedures and Penalties Act, each operate at least one station 15 U.S.C. 16(b)–(h), that a proposed The United States of America, acting affiliated with a major broadcast Final Judgment, Stipulation, and under the direction of the Attorney network in each of the DMA Markets. Competitive Impact Statement have General of the United States, brings this Because MVPDs in each DMA Market been filed with the United States civil action to enjoin the acquisition by retransmit the Defendants’ programming District Court for the District of Nexstar Broadcasting Group, Inc. to MVPD subscribers in those markets, Columbia in United States of America v. (‘‘Nexstar’’) of Media General, Inc. Nexstar and Media General compete for Nexstar Broadcasting Group, Inc., Civil (‘‘Media General’’) (collectively, viewers who are MVPD subscribers.

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5. If consummated, the proposed IV. Relevant Markets advertising to businesses that want to acquisition would eliminate the 12. The relevant product and advertise their products to television substantial head-to-head competition geographic markets and lines of viewers. A television station’s that currently exists between Nexstar commerce and sections of the country advertising rates typically are based on and Media General and likely result in for assessing this merger under Section the station’s ability, relative to (1) higher prices for broadcast television 7 of the Clayton Act are (1) the sale of competing television stations, to attract spot advertising in each of the DMA broadcast television spot advertising to viewing audiences that have certain Markets; and (2) higher licensing fees advertisers targeting viewers in each of demographic characteristics that for the retransmission of broadcast the DMA Markets and (2) the licensing advertisers want to reach. 17. Broadcast television spot television programming to MVPD of broadcast television programming to advertising possesses a unique subscribers in each of the DMA Markets. MVPDs that retransmit the programming combination of attributes that set it Consequently, Defendants’ proposed to subscribers in each of the DMA transaction likely would substantially apart from advertising using other types Markets. of media. Television combines sight, lessen competition in those markets in 13. A DMA is a geographic unit for sound, and motion, thereby creating a violation of Section 7 of the Clayton which A.C. Nielsen Company—a firm Act, 15 U.S.C. 18. more memorable advertisement. that surveys television viewers— Moreover, broadcast television spot II. Jurisdiction, Venue, and Commerce furnishes broadcast television stations, advertising generally reaches the largest MVPDs, cable and satellite television percentage of all potential customers in 6. The United States brings this action networks, advertisers, and advertising a particular target geographic area and is pursuant to Section 15 of the Clayton agencies in a particular area with data therefore especially effective in Act, as amended, 15 U.S.C. 25, to to aid in evaluating audience size and introducing, establishing, and prevent and restrain Nexstar and Media composition. DMAs are widely accepted maintaining the image of a product. General from violating Section 7 of the by television stations, MVPDs, cable and Other media, such as radio, newspapers, Clayton Act, 15 U.S.C. 18. satellite television networks, or outdoor billboards, are not desirable advertisers, and advertising agencies as 7. The Court has subject matter substitutes for broadcast television the standard geographic area to use in jurisdiction over this action pursuant to advertising. None of these media can evaluating television audience size and Section 15 of the Clayton Act, 15 U.S.C. provide the important combination of demographic composition. The Federal 25, and 28 U.S.C. 1331, 1337(a), and sight, sound, and motion that makes Communications Commission (‘‘FCC’’) 1345. television unique and impactful as a also uses DMAs as geographic units medium for advertising. 8. Nexstar and Media General are with respect to its MVPD regulations. 18. Like broadcast television, other engaged in interstate commerce and in 14. Nexstar and Media General sell satellite and cable television networks, activities substantially affecting television advertising to local and such as those carried by MVPDs, interstate commerce. They each own national advertisers in each of the DMA combine elements of sight, sound, and and operate broadcast television stations Markets. Nexstar’s and Media General’s motion, but they are not a desirable in various locations throughout the television stations in each of the DMA substitute for broadcast television spot United States. They each sell television Markets generate a significant amount of advertising for two important reasons. advertising for those stations and revenues by selling advertising to local First, broadcast television can reach license programming to MVPDs for and national advertisers who want to well over 90 percent of homes in a retransmission to MVPD subscribers. reach viewers in those markets. Spot DMA, while other satellite and cable Their television advertising sales and advertising placed on television stations television networks carried by MVPDs retransmission licenses have a in a DMA is aimed at reaching viewing often reach many fewer homes. Even substantial effect upon interstate audiences in that DMA, and television when several MVPDs within a DMA commerce. stations broadcasting outside that DMA jointly offer television spot advertising 9. Defendants have consented to do not provide effective access to those through a consortium called an venue and personal jurisdiction in this audiences. For this reason, in the event interconnect, MVPD spot advertising District. Therefore, venue is proper in of a small but significant increase in does not match the reach of broadcast this District under Section 12 of the broadcast television advertising spot television spot advertising. As a result, Clayton Act, 15 U.S.C. 22, and 28 U.S.C. prices in a DMA Market, advertisers an advertiser can achieve greater 1391(c). would not switch enough advertising audience penetration through broadcast purchases to television stations outside television spot advertising than through III. The Defendants the DMA Market to render the price advertising on satellite and cable increase unprofitable. television networks that MVPDs 10. Nexstar is a Delaware corporation 15. Spot advertising differs from distribute. Second, because MVPDs may with its headquarters in Irving, Texas. network and syndicated television offer more than 100 channels, they Nexstar reported net operating revenues advertising. In contrast to spot fragment the audience into small of over $890 million in 2015. Nexstar advertising sales, television networks demographic segments. Because owns, operates, or services broadcast and producers of syndicated programs broadcast television programming television stations in 62 metropolitan sell network and syndicated television typically has higher rating points than areas. advertising on a nationwide basis for other cable and satellite television 11. Media General is a Virginia broadcast in every market where the networks that MVPDs distribute, corporation with its headquarters in network or syndicated program is aired. broadcast television provides a much Richmond, Virginia. Media General 16. Broadcast television stations easier and more efficient means for an reported net operating revenues of over attract viewers through their advertiser to reach a high proportion of $1.3 billion in 2015. Media General programming, which is delivered for its target demographic in a broad area. owns, operates, or services broadcast free over the air or retransmitted to 19. While media buyers often buy television stations in 48 metropolitan viewers, primarily through MVPDs. advertising on cable and satellite areas. Broadcast television stations then sell networks that MVPDs distribute, they

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do so not as a substitute for broadcast industry and under FCC regulations as Post- television spot advertising in the DMA ‘‘retransmission consent.’’ As described Designated market area acquisition Markets, but rather as a supplement, in below, in each of the DMA Markets, HHI order to reach a specific demographic Nexstar and Media General each own Roanoke-Lynchburg, Virginia 3,300 (e.g., 18–24 year olds) with greater and operate broadcast television stations Terre Haute, Indiana ...... 9,800 frequency, or to target narrow that are affiliated with one of the major Fort Wayne, Indiana ...... 3,600 geographic areas within a DMA. A small broadcast television networks, and their Green Bay-Appleton, Wis- but significant price increase by stations reach broad audiences. As a consin ...... 3,900 broadcast television spot advertising consequence of their retransmission Lafayette, Louisiana ...... 4,700 providers would not be made agreements with MVPDs, Nexstar and Quad Cities, Iowa and Illinois 4,200 unprofitable by advertisers switching to Media General compete for viewers who These post-acquisition HHIs, which advertising on other cable and satellite are MVPD subscribers in each of the reflect increases of more than 200 points networks distributed by MVPDs. DMA Markets. 20. Internet-based media is also not in each DMA Market, are well above the currently a substitute for broadcast V. Likely Anticompetitive Effects 2,500 threshold at which a merger is television spot advertising. Although presumed likely to enhance market Online Video Distributors (‘‘OVDs’’) 23. Broadcast television station power. such as Netflix and Hulu are important ownership in each of the DMA Markets 27. In addition to substantially sources of video programming, as with is already highly concentrated. In each increasing the concentration levels in cable and satellite television advertising of those markets, four stations—each each of the DMA Markets, the proposed on MVPDs, the local video advertising affiliated with a major network—had transaction would combine television of OVDs lacks the reach of broadcast more than 90 percent of gross broadcast stations that are at least partial television spot advertising. Non-video television advertising revenues in 2015. substitutes and vigorous competitors in Internet advertising, e.g., Web site Defendants’ stations accounted for at markets with limited alternatives. In banner advertising, lacks the important least 40 percent of such revenues, each of the DMA Markets, Defendants combination of sight, sound, and motion reflecting that in each of the DMA each have broadcast television stations that gives television its impact. Markets, Nexstar and Media General that are affiliated with the major Consequently, local media buyers own and operate stations that are national television networks: ABC, CBS, currently purchase Internet-based affiliated with one of the major NBC and FOX. In the Roanoke- advertising primarily as a supplement to broadcast television networks. These Lynchburg, Virginia DMA, Nexstar broadcast television spot advertising, networks offer popular programming owns and operates WFXR, a FOX and a small but significant price that individually reach a much broader affiliate; and Media General owns and operates WSLS–TV, an NBC affiliate. In increase by broadcast television spot audience than any other video the Terre Haute, Indiana DMA, Nexstar advertising providers would not be programming, including cable and owns or operates WTWO, an NBC made unprofitable by advertisers satellite network programming carried affiliate, and WAWV–TV, an ABC switching to Internet-based advertising. by MVPDs and OVDs. Consequently, affiliate; and Media General owns and 21. In addition, broadcast television bringing the Nexstar and Media General stations negotiate prices individually operates WTHI–TV, a CBS affiliate. In stations under common ownership with advertisers; consequently, the Ft. Wayne, Indiana DMA, Nexstar would significantly concentrate the television stations can charge different owns and operates WFFT–TV, a FOX television viewing audiences in each of advertisers different prices. Broadcast affiliate; and Media General owns and the DMA Markets. television stations generally can identify operates WANE–TV, a CBS affiliate. In advertisers with strong preferences to 24. Market concentration is often one the Green Bay-Appleton, Wisconsin advertise on broadcast television useful indicator of the likely DMA, Nexstar owns and operates stations in their DMAs. Because of this competitive effects of a merger. The WFRV–TV, a CBS affiliate; and Media ability to price discriminate among more concentrated a market, and the General owns and operates WBAY–TV, customers, broadcast television stations more a transaction would increase an ABC affiliate. In the Lafayette, may target with higher prices concentration in a market, the more Louisiana DMA, Nexstar owns and advertisers that view broadcast likely it is that the transaction would operates KADN–TV, a FOX affiliate, and television in their DMA as particularly result in a meaningful reduction in KLAF–LD, an NBC affiliate; and Media effective for their needs, while competition that harms consumers. General owns and operates KLFY–TV, a CBS affiliate. In the Quad Cities DMA, maintaining lower prices for more price- 25. The Herfindahl-Hirschman Index Nexstar owns or operates WHBF–TV, a sensitive advertisers. As a result, a (‘‘HHI’’) is a standard measure of market CBS affiliate, and KLJB, a FOX affiliate; hypothetical monopolist could concentration (defined and explained in and Media General owns and operates profitably raise prices to those Appendix A). Under the Horizontal KWQC–TV, an NBC affiliate. Their advertisers that view broadcast Merger Guidelines issued by the television as a necessary advertising respective affiliations with those Department of Justice and the Federal medium, either as their sole means of networks, and their local news Trade Commission, mergers resulting in advertising or as a necessary part of a operations, provide Defendants’ stations highly concentrated markets (with an total advertising plan. with a variety of competing 22. In addition to selling broadcast HHI in excess of 2,500) that involve an programming options that are often each spot advertising, Nexstar and Media increase in the HHI of more than 200 other’s next-best or second-best General independently license points are presumed to be likely to substitutes for many viewers and competing broadcast television enhance market power. advertisers. programming to MVPDs for 26. Using 2015 gross broadcast 28. Advertisers benefit from retransmission to MVPD subscribers in television advertising revenues, the Defendants’ head-to-head competition each of the DMA Markets. MVPDs pay combination of Nexstar and Media in the sale of broadcast television spot fees for these retransmission rights General would result in HHIs in excess advertising in the DMA Markets. under a process known in the television of 2,500 in each DMA Market: Advertisers purposefully spread their

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advertising dollars across numerous VI. Absence of Countervailing Factors efficiencies that would be sufficient to spot advertising suppliers to reach their 30. De novo entry into each of the offset the proposed acquisition’s likely marketing goals most efficiently. After DMA Markets is unlikely. The FCC anticompetitive effects. the proposed acquisition, advertisers in regulates entry through the issuance of VII. Violation Alleged each of the DMA Markets would likely broadcast television licenses, which are 34. The United States hereby repeats find it more difficult to ‘‘buy around’’ difficult to obtain because the and realleges the allegations of Defendants’ combined stations in availability of spectrum is limited and paragraphs 1 through 33 as if fully set response to higher advertising rates, the regulatory process associated with forth herein. than to ‘‘buy around’’ Nexstar’s stations obtaining a license is lengthy. Even if a 35. Nexstar’s proposed acquisition of or Media General’s stations, as separate new signal became available, Media General likely would entities, as they could have done before commercial success would come, at substantially lessen competition in the proposed acquisition. Because a best, over a period of many years. Thus, interstate trade and commerce, in significant number of advertisers would entry into each DMA Market’s broadcast violation of Section 7 of the Clayton television spot advertising market likely be unable to reach their desired Act, 15 U.S.C. 18. The proposed would not be timely, likely, or sufficient audiences as effectively unless they acquisition likely would have the to deter post-merger anticompetitive advertise on at least one station that following effects, among others: effects. Nexstar would control after the a. Competition in the sale of broadcast 31. Other broadcast television stations proposed acquisition, those advertisers’ television spot advertising in each of the in each of the DMA Markets also likely bargaining positions would be weaker, DMA Markets would be substantially would not increase their advertising and the advertising rates they pay lessened; capacity in response to a price increase would likely increase. b. actual and potential competition by Nexstar. The number of 30-second among Nexstar and Media General in 29. The proposed merger between spots in a DMA is largely fixed by the sale of broadcast television spot Nexstar and Media General would also programming and time constraints. This advertising in each of the DMA Markets diminish competition in the negotiation fact makes the pricing of spot would be eliminated; of retransmission agreements with advertising responsive to changes in MVPDs in the DMA Markets. Post- c. prices for spot advertising on demand. Adjusting programming in broadcast television stations in each of acquisition, Nexstar would gain the response to a pricing change is risky, ability to threaten MVPDs in each of the the DMA Markets would increase, and difficult, and time-consuming. Network the quality of services would decline; DMA Markets with the simultaneous affiliates are often committed to the blackout of at least two major broadcast and programming provided by the network d. retransmission licensing fees to networks: its own network(s) and Media with which they are affiliated, and it MVPDs in each of the DMA Markets General’s network(s). That threatened often takes years for a station to build would increase. loss of programming, and the resulting its audience. Programming schedules diminution of an MVPD’s subscribers are complex and carefully constructed, VIII. Request for Relief and profits, would significantly taking many factors into account, such 36. The United States requests: strengthen Nexstar’s bargaining position as audience flow, station identity, and a. That the Court adjudge the with MVPDs. Prior to the merger, an program popularity. In addition, proposed acquisition to violate Section MVPD’s failure to reach a stations typically have multi-year 7 of the Clayton Act, 15 U.S.C. 18; retransmission agreement with Nexstar contractual commitments for individual b. that the Court permanently enjoin for a broadcast television station might shows. Accordingly, a television station and restrain Defendants from carrying result in a blackout of that station and is unlikely to change its programming out the transaction, or entering into any threaten some subscriber loss for the sufficiently or with sufficient rapidity to other agreement, understanding, or plan MVPD. But because the MVPD would overcome a small but significant price by which Nexstar would acquire Media still be able to offer programming on increase imposed by Nexstar. General; Media General’s major network 32. Entry into the licensing of major c. that the Court award the United affiliates, which are at least partial broadcast television network States the costs of this action; and substitutes for Nexstar’s, many MVPD programming to MVPDs for d. that the Court award such other retransmission in each of the DMA subscribers would simply switch relief to the United States as the Court markets is similarly unlikely. The FCC stations instead of cancelling their may deem just and proper. regulates the ability of MVPDs to import MVPD subscriptions. After the merger, non-local broadcast station signals into Dated: September 2, 2016 an MVPD negotiating with Nexstar over a local market. Consequently, in the Respectfully submitted, a retransmission agreement could be event of a blackout of a major broadcast For Plaintiff United States: faced with the prospect of a dual television network’s signal, an MVPD /s/ lllllllllllllllllll blackout of major broadcast networks typically would not be allowed to Renata B. Hesse (D.C. Bar #466107), (or worse), a result more likely to cause import the signal from a non-local Acting Assistant Attorney General, Antitrust the MVPD to lose subscribers and affiliate of that broadcast television Division. therefore to accede to Nexstar’s network. Thus, entry would not be /s/ lllllllllllllllllll retransmission fee demands. For these timely, likely, or sufficient to deter Juan A. Arteaga, reasons, the loss of competition between Nexstar from engaging in Deputy Assistant Attorney General. the Nexstar and Media General stations anticompetitive price increases or other /s/ lllllllllllllllllll in each DMA Markets would likely lead anticompetitive conduct in its licensing Patricia A. Brink, to an increase in retransmission fees in of major broadcast television network Director of Civil Enforcement. each DMA and, because increased programming to MVPDs for /s/ lllllllllllllllllll retransmission fees typically are passed retransmission in the DMA markets. Owen M. Kendler, on to consumers, higher MVPD 33. Defendants cannot demonstrate Asst. Chief, Litigation III Section. subscription fees. acquisition-specific and cognizable /s/ lllllllllllllllllll

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Mark A. Merva* (D.C. Bar #451743), sale of broadcast television spot compliance with the APPA. Entry of the Trial Attorney. advertising in the following Designated proposed Final Judgment would United States Department of Justice, Market Areas (‘‘DMAs’’): Roanoke- terminate this action, except that the Antitrust Division, Litigation III Section, 450 Lynchburg, Virginia; Terre Haute, Court would retain jurisdiction to Fifth Street NW., Suite 4000, Washington, DC Indiana; Ft. Wayne, Indiana; Green Bay- construe, modify, or enforce the 20530, Phone: 202-616–1398, Facsimile: Appleton, Wisconsin; Lafayette, provisions of the proposed Final 202-514-7308, Email: [email protected]. Louisiana; and Davenport, Iowa/Rock Judgment and to punish violations *Attorney of Record Island-Moline, Illinois (‘‘Quad Cities’’) thereof. Appendix A (collectively, ‘‘the DMA Markets’’). II. Description of the Events Giving Rise Defendants also compete in the DMA The term ‘‘HHI’’ means the Herfindahl- to the Alleged Violation Hirschman Index, a commonly accepted Markets for viewers who are measure of market concentration. The HHI is multichannel video programming A. The Defendants and the Proposed calculated by squaring the market share of distributor (‘‘MVPD’’) subscribers. Acquisition The United States filed a civil each firm competing in the market and then Nexstar is a Delaware corporation summing the resulting numbers. For antitrust Complaint on September 2, with its headquarters in Irving, Texas. example, for a market consisting of four firms 2016, seeking to enjoin the proposed Nexstar owns, operates, or services with shares of 30, 30, 20, and 20 percent, the acquisition. The Complaint alleges that 2 2 2 2 broadcast television stations in 62 HHI is 2,600 (30 + 30 + 20 + 20 = 2,600). the proposed transaction likely would The HHI takes into account the relative size metropolitan areas. lead to (1) higher prices for broadcast distribution of the firms in a market. It Media General is a Virginia television spot advertising in each of the approaches zero when a market is occupied corporation with its headquarters in DMA Markets and (2) higher licensing by a large number of firms of relatively equal Richmond, Virginia. Media General fees for the retransmission of broadcast size and reaches its maximum of 10,000 owns, operates, or services broadcast points when a market is controlled by a television programming to MVPD television stations in 48 metropolitan single firm. The HHI increases both as the subscribers in each of the DMA Markets. areas. number of firms in the market decreases and These likely competitive effects would Pursuant to an Agreement and Plan of as the disparity in size between those firms substantially lessen competition in increases. Merger, dated January 27, 2016, Nexstar violation of Section 7 of the Clayton Markets in which the HHI is between 1,500 agreed to acquire Media General for Act, 15 U.S.C. 18. and 2,500 points are considered to be approximately $4.6 billion. moderately concentrated, and markets in At the same time the Complaint was filed, the United States also filed a Hold The proposed transaction, as initially which the HHI is in excess of 2,500 points agreed to by Defendants, likely would are considered to be highly concentrated. See Separate Stipulation and Order (‘‘Hold U.S. Department of Justice & FTC, Horizontal Separate’’) and proposed Final lessen competition substantially in each Merger Guidelines § 5.3 (2010). Transactions Judgment, which are designed to of the DMA Markets in (1) the sale that increase the HHI by more than 200 eliminate the likely anticompetitive broadcast television spot advertising points in highly concentrated markets effects of the acquisition. The proposed and (2) the licensing of broadcast presumptively raise antitrust concerns under television programming to MVPDs for the Horizontal Merger Guidelines issued by Final Judgment, which is explained more fully below, requires Defendants retransmission to MVPD subscribers. the Department of Justice and the Federal This acquisition is the subject of the Trade Commission. See id. to divest the following broadcast television stations (the ‘‘Divestiture Complaint and proposed Final United States District Court for the Stations’’) to Acquirers approved by the Judgment filed today by the United District of Columbia United States in a manner that preserves States. United States of America, Plaintiff, v. competition in each of the DMA B. The Transaction’s Likely Nexstar Broadcasting Group, Inc., and Media Markets: Anticompetitive Effects General, Inc., Defendants. • WBAY–TV, located in the Green Case No.: 1:16–cv–01772 Bay-Appleton, Wisconsin DMA; 1. Relevant Markets Judge: John D. Bates • WSLS–TV, located in the Roanoke- i. Broadcast Television Spot Advertising Filed: 09/02/2016 Lynchburg, Virginia DMA; in the DMA Markets • Competitive Impact Statement KADN–TV, located in the Lafayette, Louisiana DMA; The Complaint alleges that the sale of Pursuant to Section 2(b) of the • KLAF–LD, located in the Lafayette, broadcast television spot advertising to Antitrust Procedures and Penalties Act Louisiana DMA; advertisers targeting viewers located in (‘‘APPA’’ or ‘‘Tunney Act’’), 15 U.S.C. • WTHI–TV, located in the Terre each DMA Market constitutes a relevant 16(b)–(h), Plaintiff United States of Haute, Indiana DMA; market under Section 7 of the Clayton America (‘‘United States’’) files this • WFFT–TV, located in the Ft. Act. Competitive Impact Statement relating Wayne, Indiana DMA; and Nexstar and Media General sell to the proposed Final Judgment • KWQC–TV, located in the Quad television advertising to local and submitted for entry in this civil antitrust Cities DMA. national advertisers that seek to target proceeding. The Hold Separate requires viewers in each of the DMA Markets. A Defendants to take certain steps to DMA is a geographical unit designated I. Nature and Purpose of the Proceeding ensure that the Divestiture Stations are by the A.C. Nielsen Company, a Defendants Nexstar Broadcasting operated as competitively independent, company that surveys television viewers Group, Inc. (‘‘Nexstar’’) and Media economically viable, and ongoing and furnishes broadcast television General, Inc. (‘‘Media General’’) business concerns, uninfluenced by the stations, advertisers, and advertising (collectively, ‘‘Defendants’’) entered into consummation of the acquisition so that agencies in a particular area with data an Agreement and Plan of Merger, dated competition is maintained until the to aid in evaluating television January 27, 2016, pursuant to which required divestitures occur. audiences. DMAs are widely accepted Nexstar would acquire Media General The United States and Defendants by television stations, advertisers, and for approximately $4.6 billion. have stipulated that the proposed Final advertising agencies as the standard Defendants compete head-to-head in the Judgment may be entered after geographic area to use in evaluating

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television audience size and significant and non-transitory increase The acquisition, by eliminating Media demographic composition. A television in the price (‘‘SSNIP’’) of broadcast General as a separate competitor and station’s advertising rates typically are television spot advertising on broadcast combining its operations with those of based on the station’s ability, relative to television stations in the DMA Markets, Nexstar, would allow the combined competing television stations, to attract advertisers would not reduce their entity to increase its market share of viewing audiences that have certain purchases sufficiently to render the broadcast television viewers, spot demographic characteristics that price increase unprofitable. Moreover, advertising, and revenues in each of the advertisers are seeking to reach. The advertisers would not switch enough DMA Markets. Specifically, the Federal Communications Commission purchases of advertising time to acquisition would give the merged (‘‘FCC’’) also uses DMAs as geographic television stations outside the DMA company the following shares of units with respect to its MVPD Markets, or to other media to render the broadcast television station gross regulations. price increase unprofitable. advertising revenues in each DMA Nexstar’s and Media General’s Market: broadcast television stations in the DMA ii. Retransmission Licensing Fees in the Markets generate almost all of their DMA Markets Market revenues by selling advertising to local The Complaint also alleges that the DMA share (percent) and national advertisers who want to licensing to MVPDs in each of the DMA reach viewers present in those DMAs. Markets of broadcast television Roanoke-Lynchburg, VA ...... 41 Advertising placed on broadcast programming for retransmission to Terre Haute, IN ...... 100 television stations in a DMA is aimed at subscribers constitutes a relevant market Ft. Wayne, IN ...... 51 reaching viewing audiences in that under Section 7 of the Clayton Act. Green Bay-Appleton, WI ...... 51 DMA, and television stations In each of the DMA Markets, Nexstar Lafayette, LA ...... 53 broadcasting outside that DMA do not and Media General each own and Quad Cities, IA/IL ...... 56 provide effective access to these operate broadcast television stations audiences. that are affiliated with one of the major As alleged in the Complaint, Nexstar’s Broadcast television spot advertising broadcast television networks. Nexstar acquisition of Media General would possesses a unique combination of and Media General independently further concentrate the already highly attributes that sets it apart from license the broadcast television concentrated broadcast television advertising using other types of media. programming from these stations to market in each of the DMA Markets. Because of this unique combination of MVPDs to retransmit to the MVPDs’ Using the Herfindahl-Hirschman Index attributes, broadcast television spot subscribers in each of the DMA Markets. (‘‘HHI’’), a standard measure of market advertising has no close substitute for a MVPDs pay fees for these rights under concentration, the post-acquisition HHI significant number of advertisers. a process known in the television in each of the DMA Markets would Television combines sight, sound, and industry and under FCC regulations as exceed 2,500 and the transaction would motion, thereby creating a more ‘‘retransmission consent.’’ As a increase each DMA Market’s HHI by memorable advertisement when consequence of their retransmission over 200 points. As a result, the compared to other types of advertising. agreements with MVPDs, Nexstar and proposed acquisition is presumed likely For example, radio spots lack the visual Media General compete for viewers that to enhance market power under the impact of television advertising; and are MVPD subscribers in each of the Horizontal Merger Guidelines issued by newspaper and billboard ads lack sound DMA Markets. Nexstar’s and Media the Department of Justice and Federal and motion, as do many internet search General’s stations are at least partial Trade Commission. Moreover, the acquisition combines engine and Web site banner ads. substitutes for these viewers. Broadcast television spot advertising stations that are at least partial also generally reaches the largest 2. Harm to Competition in Each of the substitutes and vigorous competitors in percentage of potential customers in a DMA Markets a product market with limited targeted geographic area and is therefore The Complaint alleges that the alternatives. In each of the DMA especially effective in introducing, proposed acquisition likely would Markets, Defendants have broadcast establishing, and maintaining a substantially lessen competition in stations that are affiliated with the major product’s image. interstate trade and commerce, in national television networks: ABC, CBS, Spot advertising differs from network violation of Section 7 of the Clayton NBC, and FOX. Their respective and syndicated television advertising, Act, 15 U.S.C. 18, and likely would have affiliations with those networks, and which are sold on a nationwide basis by the following effects, among others: their local news operations, provide major television networks and by (a) Competition in the sale of Defendants’ stations with a variety of producers of syndicated programs and broadcast television spot advertising in competing programming options that are broadcast in every market area in each of the DMA Markets would be are often each other’s next-best or which the network or syndicated substantially lessened; second-best substitutes for viewers and program is aired. Spot advertising on (b) actual and potential competition advertisers. cable and satellite networks distributed between Nexstar and Media General in As alleged in the Complaint, by MVPDs and internet-based video the sale of broadcast television spot advertisers benefit from Defendants’ advertising also lacks the same reach as advertising in each of the DMA markets competition in the sale of broadcast broadcast television spot advertising. would be eliminated; television spot advertising in the DMA In addition, through information (c) prices for spot advertising on Markets. Advertisers purposefully provided during individualized price broadcast television stations in each of spread their advertising dollars across negotiations, broadcast television the DMA Markets would increase, and numerous spot advertising suppliers to stations can identify advertisers with the quality of services would decline; reach their marketing goals most strong preferences for using broadcast and efficiently. After the proposed television spot advertising and charge (d) prices for retransmission licensing acquisition, advertisers in each of the different prices to those advertisers. to MVPDs in each of the DMA Markets DMA Markets would likely find it more Consequently, if there was a small but would increase. difficult to ‘‘buy around’’ Defendants’

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combined stations in response to higher because any new station would require more alternative Acquirers approved by advertising rates than they could have an FCC license, which is difficult to the United States in its sole discretion. done before the proposed acquisition. obtain. Even if a new station became The ‘‘Divestiture Assets’’ are defined Because a significant number of operational, commercial success would in Paragraph II.P of the proposed Final advertisers would likely be unable to come over a period of many years. Judgment to include all assets, tangible reach their desired audiences as Because the number of 30-second spots or intangible, principally devoted to or effectively unless they advertise on at available at a station is generally fixed, necessary for the operation of the least one station that Nexstar would other television stations in each of the Divestiture Stations as viable, ongoing control after the proposed acquisition, DMA Markets could not readily increase commercial broadcast television those advertisers’ bargaining positions their advertising capacity in response to stations. With respect to each would be weaker, and the advertising a SSNIP by Nexstar. Divestiture Station, the divestiture will rates they pay would likely increase. With respect to retransmission include assets sufficient to satisfy the The proposed merger would also licensing fees, new entry of major United States, in its sole discretion, that diminish competition in the negotiation broadcast television network such assets can and will be used to of retransmission agreements with programming for MVPD retransmission operate each station as a viable, MVPDs in the DMA Markets. The in each of the DMA Markets is unlikely. ongoing, commercial television acquisition would provide Nexstar with The FCC regulates the ability of MVPDs business. In addition, order to facilitate the ability to threaten MVPDs in each of to import non-local broadcast station the continuous operations of the the DMA Markets with the simultaneous signals into a local market. Divestiture Stations until the blackout of at least two major broadcast Consequently, in the event of a blackout Acquirer(s) can provide such networks: its own network(s) and Media of a major broadcast television capabilities independently, Paragraph General’s network(s). That threatened network’s signal, an MVPD typically IV.G of the proposed Final Judgment loss of programming, and the resulting would not be allowed to import the provides that, at the option of an diminution of an MVPD’s subscribers signal from a non-local affiliate of that Acquirer, Defendants shall enter into a and profits, would significantly broadcast television network. Thus, transition services agreement with the strengthen Nexstar’s bargaining entry would not be timely, likely, or Acquirer for a period of up to six position. Prior to the merger, an MVPD’s sufficient to deter Nexstar from engaging months. To ensure that the Divestiture Stations failure to reach a retransmission in anticompetitive price increases or are operated independently from agreement with Nexstar for a broadcast other anticompetitive conduct after the Nexstar after the divestitures, Sections television station might result in a proposed acquisition is consummated. blackout of that station and threaten IV and XI of the proposed Final some subscriber loss for the MVPD. But III. Explanation of the Proposed Final Judgment prohibit Defendants from because the MVPD would still be able Judgment entering into any agreements during the term of the Final Judgment that create to offer programming on Media The divestiture requirement of the a long-term relationship with or any General’s major network affiliates, proposed Final Judgment will eliminate entanglements that affect competition which are at least partial substitutes for the likely anticompetitive effects of the between Nexstar and an Acquirer of a Nexstar’s affiliates, many MVPD acquisition in each of the DMA Markets Divestiture Station concerning the subscribers would simply switch by maintaining the Divestiture Stations Divestiture Assets after the divestitures stations instead of cancelling their as independent, economically viable MVPD subscriptions. After the merger, are completed. Examples of prohibited competitors. The proposed Final an MVPD negotiating with Nexstar over agreements include agreements during Judgment requires Nexstar to divest the a retransmission agreement could be the term of the Final Judgment to Divestiture Stations to the following faced with the prospect of a dual reacquire any part of the Divestiture Acquirers: blackout of major broadcast networks Assets; agreements to acquire any • WBAY–TV, located in Green Bay- (or worse), a result more likely to cause option to reacquire any part of the the MVPD to lose subscribers and Appleton, Wisconsin, and KWQC–TV, Divestiture Assets or to assign the therefore to accede to Nexstar’s located in Quad Cities to Gray Divestiture Assets to any other person; Television, Inc.; agreements to enter into any local retransmission fee demands. For these • reasons, the loss of competition between WSLS–TV, located in Roanoke- marketing agreement, joint sales the Nexstar and Media General stations Lynchburg, Virginia to Graham agreement, other cooperative selling Holdings Company; arrangement, or shared services in each DMA Market would likely lead • to an increase in retransmission fees in KADN–TV and KLAF–LD, both agreement; agreements to conduct other those markets and, because increased located in Lafayette, Louisiana to Bayou business negotiations jointly with the City Broadcasting Lafayette, Inc.; and Acquirer(s) with respect to the retransmission fees typically are passed • on to consumers, higher MVPD WTHI–TV, located in Terre Haute, Divestiture Assets; and agreements to subscription fees. Indiana, and WFFT–TV, located in Ft. provide financing or guarantees of Wayne, Indiana to USA Television financing with respect to the Divestiture 3. Entry MidAmerica Holdings, LLC. Assets. The shared services agreement The Complaint alleges that entry or The United States has approved each prohibition does not preclude expansion in broadcast television spot of these Acquirers as suitable divestiture Defendants from entering into an advertising and the licensing of major buyers. The United States required agreement pursuant to which an broadcast television network Nexstar to identify each Acquirer of a Acquirer can begin operating a programming to MVPDs for Divestiture Station in order to provide Divestiture Station immediately after retransmission in each of the DMA greater certainty and efficiency in the the Court’s approval of the Hold Markets would not be timely, likely, or divestiture process. If, for any reason, Separate in this matter, so long as the sufficient to prevent any Defendants are unable to complete the agreement with the Acquirer expires anticompetitive effects. divestitures to one or more of these upon the consummation of a final With respect to broadcast television Acquirers, Defendants must divest the agreement to divest the Divestiture spot advertising, new entry is unlikely remaining Divestiture Stations to one or Assets to the Acquirer.

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Defendants are required to take all IV. Remedies Available to Potential the modification, interpretation, or steps reasonably necessary to Private Litigants enforcement of the Final Judgment. accomplish the divestitures quickly and Section 4 of the Clayton Act, 15 VI. Alternatives to the Proposed Final to cooperate with prospective U.S.C. 15, provides that any person who Judgment purchasers. Pursuant to Paragraph IV.A has been injured as a result of conduct The United States considered, as an of the proposed Final Judgment, prohibited by the antitrust laws may divestiture of each of the Divestiture alternative to the proposed Final bring suit in federal court to recover Judgment, a full trial on the merits Stations must occur within 90 calendar three times the damages the person has days after the filing of the Complaint, or against Defendants. The United States suffered, as well as costs and reasonable could have continued the litigation and five calendar days after notice of the attorneys’ fees. Entry of the proposed entry of the Final Judgment by the sought preliminary and permanent Final Judgment will neither impair nor injunctions against Nexstar’s acquisition Court, whichever is later. The United assist the bringing of any private States, in its sole discretion, may agree of Media General. The United States is antitrust damage action. Under the satisfied, however, that the divestiture to one or more extensions of this time provisions of Section 5(a) of the Clayton period not to exceed 90 calendar days of assets described in the proposed Act, 15 U.S.C. 16(a), the proposed Final Final Judgment will preserve in total, and shall notify the Court in Judgment has no prima facie effect in such circumstances. competition for the sale of broadcast any subsequent private lawsuit that may television spot advertising and for the Because transferring the broadcast be brought against Defendants. license for each of the Divestiture licensing of broadcast television Stations requires FCC approval, V. Procedures Available for programming to MVPDs for Paragraph IV.A of the proposed Final Modification of the Proposed Final retransmission to MVPD subscribers in Judgment specifically requires Judgment each of the DMA Markets. Thus, the proposed Final Judgment would achieve Defendants to use their best efforts to The United States and Defendants all or substantially all of the relief the obtain all necessary FCC approvals as have stipulated that the proposed Final United States would have obtained expeditiously as possible. If Judgment may be entered by the Court through litigation, but avoids the time, applications have been filed with the after compliance with the provisions of expense, and uncertainty of a full trial FCC within the period permitted for the APPA, provided that the United on the merits of the Complaint. divestiture seeking approval to assign or States has not withdrawn its consent. transfer licenses to the Acquirers of the The APPA conditions entry upon the VII. Standard of Review Under the Divestiture Assets, but an order or other Court’s determination that the proposed APPA for the Proposed Final Judgment dispositive action by the FCC on such Final Judgment is in the public interest. The Clayton Act, as amended by the applications has not been issued before The APPA provides a period of at APPA, requires that proposed consent the end of the period permitted for least sixty (60) days preceding the judgments in antitrust cases brought by divestiture, the period shall be extended effective date of the proposed Final the United States be subject to a sixty- with respect to the divestiture of the Judgment within which any person may day comment period, after which the Divestiture Assets for which no FCC submit to the United States written Court shall determine whether entry of order has issued until five calendar days comments regarding the proposed Final the proposed Final Judgment ‘‘is in the after such order is issued. Judgment. Any person who wishes to public interest.’’ 15 U.S.C. 16(e)(1). In In the event that Defendants do not comment should do so within sixty (60) making that determination, the Court, in accomplish all of the divestitures within days of the date of publication of this accordance with the statute as amended the periods prescribed in the proposed Competitive Impact Statement in the in 2004, is required to consider: Final Judgment, Section V of the Federal Register, or the last date of proposed Final Judgment provides that publication in a newspaper of the (A) the competitive impact of such the Court, upon application of the summary of this Competitive Impact judgment, including termination of alleged violations, provisions for enforcement and United States, will appoint a trustee Statement, whichever is later. All modification, duration of relief sought, selected by the United States to effect comments received during this period anticipated effects of alternative remedies any remaining divestitures. If a trustee will be considered by the United States, actually considered, whether its terms are is appointed, the proposed Final which remains free to withdraw its ambiguous, and any other competitive Judgment provides that Nexstar will pay consent to the proposed Final Judgment considerations bearing upon the adequacy of all costs and expenses of the trustee. at any time prior to the Court’s entry of such judgment that the court deems The trustee’s commission will be judgment. The comments and the necessary to a determination of whether the structured to provide an incentive for response of the United States, if any, consent judgment is in the public interest; and the trustee based on the price obtained will be filed with the Court. In addition, (B) the impact of entry of such judgment and the speed with which the comments will be posted on the upon competition in the relevant market or divestitures are accomplished. After his Antitrust Division’s Web site and, under markets, upon the public generally and or her appointment becomes effective, certain circumstances, published in the individuals alleging specific injury from the the trustee will file monthly reports Federal Register. violations set forth in the complaint with the Court and the United States Written comments should be including consideration of the public benefit, describing his or her efforts to submitted to: Owen M. Kendler, Asst. if any, to be derived from a determination of accomplish the divestiture of any Chief, Litigation III Section, Antitrust the issues at trial. remaining stations. If the divestiture has Division, United States Department of 15 U.S.C. 16(e)(1)(A) & (B). In not been accomplished after 6 months, Justice, 450 5th Street NW. Suite 4000, considering these statutory factors, the the trustee and the United States will Washington, DC 20530. Court’s inquiry is necessarily a limited make recommendations to the Court, The proposed Final Judgment one as the government is entitled to which shall enter such orders as provides that the Court retains ‘‘broad discretion to settle with the appropriate, to carry out the purpose of jurisdiction over this action, and defendant within the reaches of the the trust, including extending the trust Defendants may apply to the Court for public interest.’’ United States v. or the term of the trustee’s appointment. any order necessary or appropriate for Microsoft Corp., 56 F.3d 1448, 1461

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(D.C. Cir. 1995); see generally United Bechtel, 648 F.2d at 666 (emphasis remedy in relationship to the violations States v. SBC Commc’ns, Inc., 489 F. added) (citations omitted).2 In that the United States has alleged in its Supp. 2d 1 (D.D.C. 2007) (assessing determining whether a proposed Complaint, and does not authorize the public interest standard under the settlement is in the public interest, a Court to ‘‘construct [its] own Tunney Act); United States v. U.S. district court ‘‘must accord deference to hypothetical case and then evaluate the Airways Group, Inc., 38 F. Supp. 3d 69, the government’s predictions about the decree against that case.’’ Microsoft, 56 75 (D.D.C. 2014) (explaining that the efficacy of its remedies, and may not F.3d at 1459; see also U.S. Airways, 38 ‘‘court’s inquiry is limited’’ in Tunney require that the remedies perfectly F. Supp. 3d at 75 (noting that the court Act settlements); United States v. InBev match the alleged violations.’’ SBC must simply determine whether there is N.V./S.A., No. 08–1965 (JR), 2009–2 Commc’ns, 489 F. Supp. 2d at 17; see a factual foundation for the Trade Cas. (CCH) ¶ 76,736, 2009 U.S. also U.S. Airways, 38 F. Supp. 3d at 75 government’s decisions such that its Dist. LEXIS 84787, at *3, (D.D.C. Aug. (noting that a court should not reject the conclusions regarding the proposed 11, 2009) (noting that the court’s review proposed remedies because it believes settlements are reasonable); InBev, 2009 of a consent judgment is limited and others are preferable); Microsoft, 56 F.3d U.S. Dist. LEXIS 84787, at *20 (‘‘the only inquires ‘‘into whether the at 1461 (noting the need for courts to be ‘public interest’ is not to be measured by government’s determination that the ‘‘deferential to the government’s comparing the violations alleged in the proposed remedies will cure the predictions as to the effect of the complaint against those the court antitrust violations alleged in the proposed remedies’’); United States v. believes could have, or even should complaint was reasonable, and whether Archer-Daniels-Midland Co., 272 F. have, been alleged’’). Because the the mechanism to enforce the final Supp. 2d 1, 6 (D.D.C. 2003) (noting that ‘‘court’s authority to review the decree judgment are clear and manageable.’’).1 the court should grant due respect to the depends entirely on the government’s As the United States Court of Appeals United States’ prediction as to the effect exercising its prosecutorial discretion by for the District of Columbia Circuit has of proposed remedies, its perception of bringing a case in the first place,’’ it held, under the APPA a court considers, the market structure, and its views of follows that ‘‘the court is only among other things, the relationship the nature of the case). authorized to review the decree itself,’’ between the remedy secured and the Courts have greater flexibility in and not to ‘‘effectively redraft the specific allegations set forth in the approving proposed consent decrees complaint’’ to inquire into other matters government’s complaint, whether the than in crafting their own decrees that the United States did not pursue. decree is sufficiently clear, whether following a finding of liability in a Microsoft, 56 F.3d at 1459–60. As this enforcement mechanisms are sufficient, litigated matter. ‘‘[A] proposed decree Court confirmed in SBC and whether the decree may positively must be approved even if it falls short Communications, courts ‘‘cannot look harm third parties. See Microsoft, 56 of the remedy the court would impose beyond the complaint in making the F.3d at 1458–62. With respect to the on its own, as long as it falls within the public interest determination unless the adequacy of the relief secured by the range of acceptability or is ‘within the complaint is drafted so narrowly as to decree, a court may not ‘‘engage in an reaches of public interest.’ ’’ United make a mockery of judicial power.’’ SBC unrestricted evaluation of what relief States v. Am. Tel. & Tel. Co., 552 F. Commc’ns, 489 F. Supp. 2d at 15. would best serve the public.’’ United Supp. 131, 151 (D.D.C. 1982) (citations In its 2004 amendments, Congress States v. BNS, Inc., 858 F.2d 456, 462 omitted) (quoting United States v. made clear its intent to preserve the (9th Cir. 1988) (quoting United States v. Gillette Co., 406 F. Supp. 713, 716 (D. practical benefits of utilizing consent Mass. 1975)), aff’d sub nom. Maryland Bechtel Corp., 648 F.2d 660, 666 (9th decrees in antitrust enforcement, adding v. United States, 460 U.S. 1001 (1983); Cir. 1981)); see also Microsoft, 56 F.3d the unambiguous instruction that see also U.S. Airways, 38 F. Supp. 3d at at 1460–62; United States v. Alcoa, Inc., ‘‘[n]othing in this section shall be 76 (noting that room must be made for 152 F. Supp. 2d 37, 40 (D.D.C. 2001); construed to require the court to the government to grant concessions in InBev, 2009 U.S. Dist. LEXIS 84787, at conduct an evidentiary hearing or to the negotiation process for settlements) *3. Courts have held that: require the court to permit anyone to (citing Microsoft, 56 F.3d at 1461); intervene.’’ 15 U.S.C. 16(e)(2); see also [t]he balancing of competing social and United States v. Alcan Aluminum Ltd., U.S. Airways, 38 F. Supp. 3d at 76 political interests affected by a proposed 605 F. Supp. 619, 622 (W.D. Ky. 1985) (indicating that a court is not required antitrust consent decree must be left, in the (approving the consent decree even first instance, to the discretion of the to hold an evidentiary hearing or to though the court would have imposed a Attorney General. The court’s role in permit intervenors as part of its review greater remedy). To meet this standard, protecting the public interest is one of under the Tunney Act). The language the United States ‘‘need only provide a insuring that the government has not wrote into the statute what Congress factual basis for concluding that the breached its duty to the public in consenting intended when it enacted the Tunney to the decree. The court is required to settlements are reasonably adequate Act in 1974, as Senator Tunney determine not whether a particular decree is remedies for the alleged harms.’’ SBC explained: ‘‘[t]he court is nowhere the one that will best serve society, but Commc’ns, 489 F. Supp. 2d at 17. compelled to go to trial or to engage in whether the settlement is ‘‘within the reaches Moreover, the Court’s role under the extended proceedings which might have of the public interest.’’ More elaborate APPA is limited to reviewing the requirements might undermine the the effect of vitiating the benefits of

effectiveness of antitrust enforcement by 2 prompt and less costly settlement consent decree. Cf. BNS, 858 F.2d at 464 (holding that the court’s ‘‘ultimate authority under the [APPA] is through the consent decree process.’’ limited to approving or disapproving the consent 119 Cong. Rec. 24,598 (1973) (statement 1 The 2004 amendments substituted ‘‘shall’’ for decree’’); United States v. Gillette Co., 406 F. Supp. of Sen. Tunney). Rather, the procedure ‘‘may’’ in directing relevant factors for court to 713, 716 (D. Mass. 1975) (noting that, in this way, consider and amended the list of factors to focus on the court is constrained to ‘‘look at the overall for the public interest determination is competitive considerations and to address picture not hypercritically, nor with a microscope, left to the discretion of the Court, with potentially ambiguous judgment terms. Compare 15 but with an artist’s reducing glass’’). See generally the recognition that the Court’s ‘‘scope U.S.C. 16(e) (2004) with 15 U.S.C. 16(e)(1) (2006); Microsoft, 56 F.3d at 1461 (discussing whether ‘‘the of review remains sharply proscribed by see also SBC Commc’ns, 489 F. Supp. 2d at 11 remedies [obtained in the decree are] so (concluding that the 2004 amendments ‘‘effected inconsonant with the allegations charged as to fall precedent and the nature of Tunney Act minimal changes’’ to Tunney Act review). outside of the ‘reaches of the public interest’ ’’). proceedings.’’ SBC Commc’ns, 489 F.

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Supp. 2d at 11.3 A court can make its /s/Mark A. Merva llllllllllll Delaware corporation headquartered in public interest determination based on Mark A. Merva. Irving, Texas, its successors and assigns, the competitive impact statement and and its subsidiaries, divisions, groups, United States District Court for the response to public comments alone. affiliates, partnerships, and joint District of Columbia U.S. Airways, 38 F. Supp. 3d at 76. ventures, and their directors, officers, United States of America, Plaintiff, v. managers, agents, and employees. VIII. Determinative Documents NEXSTAR Broadcasting Group, Inc., and B. ‘‘Media General’’ means Defendant There are no determinative materials Media General, Inc., Defendants. Media General, Inc., a Virginia or documents within the meaning of the Case No.: 1:16–cv–01772 corporation headquartered in APPA that were considered by the Judge: John D. Bates Richmond, Virginia, its successors and United States in formulating the Filed: 09/02/2016 assigns, and its subsidiaries, divisions, proposed Final Judgment. Proposed Final Judgment groups, affiliates, partnerships, and joint Dated: September 2, 2016 ventures, and their directors, officers, WHEREAS, Plaintiff, the United Respectfully submitted, managers, agents, and employees. States of America, filed its Complaint on C. ‘‘Gray’’ means Gray Television, /s/Mark A. Merva llllllllllll September 2, 2016, and Defendant Inc., a Georgia corporation Mark A. Merva* (D.C. Bar #451743), Nexstar Broadcasting Group, Inc. headquartered in Atlanta, Georgia, its Trial Attorney, United States Department of (‘‘Nexstar’’) and Defendant Media successor and assigns, and its Justice, Antitrust Division, Litigation III General, Inc. (‘‘Media General’’), by subsidiaries, divisions, groups, Section, 450 Fifth Street, NW., Suite 4000, their respective attorneys, have Washington, DC 20530, Phone: 202-616– affiliates, partnerships, and joint 1398, Facsimile: 202-514-7308, E-mail: consented to the entry of this Final ventures, and their directors, officers, [email protected]. Judgment without trial or adjudication managers, agents, and employees. *Attorney of Record of any issue of fact or law, and without D. ‘‘Graham’’ means Graham Holdings this Final Judgment constituting any Company, a Delaware corporation Certificate of Service evidence against or admission by any headquartered in Arlington, Virginia, its I, Mark A. Merva, of the Antitrust party regarding any issue of fact or law; successor and assigns, and its Division of the United States AND WHEREAS, Defendants agree to subsidiaries, divisions, groups, Department of Justice, do hereby certify be bound by the provisions of this Final affiliates, partnerships, and joint that true copies of the Complaint, Judgment pending its approval by the ventures, and their directors, officers, Competitive Impact Statement, Hold Court; managers, agents, and employees. Separate Stipulation and Order, AND WHEREAS, the essence of this E. ‘‘Bayou City’’ means Bayou City Proposed Final Judgment, and Plaintiff’s Final Judgment is the prompt and Broadcasting Lafayette, Inc., a privately Explanation of Consent Decree certain divestiture of certain rights or held company headquartered in Procedures were served this 2nd day of assets by the Defendants to assure that Houston, Texas, its successor and September, 2016, by email, to the competition is not substantially assigns, and its subsidiaries, divisions, following: lessened; groups, affiliates, partnerships, and joint Counsel for Defendant Nexstar Broadcasting AND WHEREAS, the United States ventures, including, but not limited to, Group, Inc. requires Defendants to make certain Bayou City Broadcasting, LLC, and their Ellen Jakovic, divestitures for the purpose of directors, officers, managers, agents, and Ian Conner, remedying the loss of competition employees. Kirkland & Ellis LLP, 655 Fifteenth Street alleged in the Complaint; F. ‘‘USA TV’’ means USA Television NW., Washington, D.C. 20005. AND WHEREAS, Defendants have MidAmerica Holdings, LLC, a privately Ian G. John, represented to the United States that the held company headquartered in Atlanta, 601 Lexington Avenue, New York, NY 10022– divestitures required below can and will Georgia, its successor and assigns, and 4611, Phone: 212–446–4665, Ian.john@ be made and that Defendants will later its subsidiaries, divisions, groups, kirkland.com. raise no claim of hardship or difficulty affiliates, partnerships, and joint Counsel for Defendant Media General, Inc. as grounds for asking the Court to ventures, including, but not limited to, Bernard A. Nigro Jr. (D.C. Bar #412357), modify any of the divestiture provisions MSouth Equity Partners, Heartland Fried Frank, contained below; Media, LLC, and USA Television 801 17th Street NW., Washington, DC 20006, NOW THEREFORE, before any Holdings, LLC, and their directors, Phone: 202–639–7373, Barry.Nigro@ testimony is taken, without trial or officers, managers, agents, and friedfrank.com. adjudication of any issue of fact or law, employees. and upon consent of the parties, it is G. ‘‘Acquirer’’ means Gray, Graham, 3 See United States v. Enova Corp., 107 F. Supp. ORDERED, ADJUDGED, AND Bayou City, USA TV, or another entity 2d 10, 17 (D.D.C. 2000) (noting that the ‘‘Tunney Act expressly allows the court to make its public DECREED: to which Defendants divest any of the interest determination on the basis of the Divestiture Assets. competitive impact statement and response to I. Jurisdiction H. ‘‘DMA’’ means Designated Market comments alone’’); United States v. Mid-Am. This Court has jurisdiction over the Area as defined by A.C. Nielsen Dairymen, Inc., No. 73–CV–681–W–1, 1977–1 Trade Cas. (CCH) ¶ 61,508, at 71,980, *22 (W.D.Mo. 1977) subject matter and each of the parties to Company based upon viewing patterns (‘‘Absent a showing of corrupt failure of the this action. The Complaint states a and used by the Investing in Television government to discharge its duty, the Court, in claim upon which relief may be granted BIA Market Report 2016 (1st edition). making its public interest finding, should . . . against Defendants under Section 7 of DMAs are ranked according to the carefully consider the explanations of the government in the competitive impact statement the Clayton Act, as amended, 15 U.S.C. number of households therein and are and its responses to comments in order to 18. used by broadcasters, advertisers, and determine whether those explanations are advertising agencies to aid in evaluating II. Definitions reasonable under the circumstances.’’); S. Rep. No. television audience size and 93–298, at 6 (1973) (‘‘Where the public interest can be meaningfully evaluated simply on the basis of As used in this Final Judgment: composition. briefs and oral arguments, that is the approach that A. ‘‘Nexstar’’ means Defendant I. ‘‘WBAY–TV’’ means the ABC- should be utilized.’’). Nexstar Broadcasting Group, Inc., a affiliated broadcast television station

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located in the Green Bay-Appleton, Final Judgment by personal service or (1) Defendants, in accomplishing the Wisconsin DMA owned by Defendant otherwise. divestitures ordered by this Final Media General. B. If, prior to complying with Sections Judgment, promptly shall make known, J. ‘‘WSLS–TV’’ means the NBC- IV and V of this Final Judgment, by usual and customary means, the affiliated broadcast television station Defendants sell or otherwise dispose of availability of the Divestiture Assets to located in the Roanoke-Lynchburg, all or substantially all of their assets or be divested; Virginia DMA owned by Defendant of lesser business units that include the (2) Defendants shall inform any Media General. Divestiture Assets, they shall require the person making an inquiry regarding a K. ‘‘KADN–TV’’ means the FOX- purchaser to be bound by the provisions possible purchase of the relevant affiliated broadcast television station of this Final Judgment. Defendants need Divestiture Assets that they are being located in the Lafayette, Louisiana DMA not obtain such an agreement from the divested pursuant to this Final owned by Defendant Nexstar. Acquirer(s) of the assets divested Judgment and provide that person with L. ‘‘KLAF–LD’’ means the NBC- pursuant to this Final Judgment. a copy of this Final Judgment; (3) Defendants shall offer to furnish to affiliated broadcast television station IV. Divestitures located in the Lafayette, Louisiana DMA all prospective Acquirers, subject to A. Defendants are ordered and owned by Defendant Nexstar. customary confidentiality assurances, directed, within ninety (90) calendar all information and documents relating M. ‘‘WTHI–TV’’ means the CBS- days after the filing of the Complaint in to the relevant Divestiture Assets affiliated broadcast television station this matter, or five (5) calendar days customarily provided in a due diligence located in the Terre Haute, Indiana after notice of entry of this Final process except such information or DMA owned by Defendant Media Judgment by the Court, whichever is documents subject to the attorney-client General. later, to divest the Divestiture Assets in privilege or work-product doctrine; and N. ‘‘WFFT–TV’’ means the FOX- a manner consistent with this Final (4) Defendants shall make available affiliated broadcast television station Judgment to one or more Acquirers such information to the United States at located in the Ft. Wayne, Indiana DMA acceptable to the United States, in its the same time that such information is owned by Defendant Nexstar. sole discretion. The United States, in its made available to any other person. O. ‘‘KWQC–TV’’ means the NBC- sole discretion, may agree to one or C. Defendants shall provide the affiliated broadcast television station more extensions of this time period not Acquirer(s) and the United States located in the Davenport, Iowa/Rock to exceed ninety (90) calendar days in information relating to the personnel Island-Moline, Illinois DMA owned by total, and shall notify the Court in such involved in the operation and Defendant Media General. circumstances. With respect to management of the relevant Divestiture P. ‘‘Divestiture Assets’’ means the divestiture of the Divestiture Assets by Assets to enable the Acquirer(s) to make WBAY–TV, WSLS–TV, KADN–TV, Defendants or a trustee appointed offers of employment. Defendants shall KLAF–LD, WTHI–TV, WFFT–TV, and pursuant to Section V of this Final not interfere with any negotiations by KWQC–TV broadcast television stations Judgment, if applications have been the Acquirer(s) to employ or contract and all assets, tangible or intangible, filed with the FCC within the period with any employee of any Defendant principally devoted to or necessary for permitted for divestiture seeking whose primary responsibility relates to the operation of the stations as viable, approval to assign or transfer licenses to the operation or management of the ongoing commercial broadcast the Acquirers of the Divestiture Assets, relevant Divestiture Assets. television stations, including, but not but an order or other dispositive action D. Defendants shall permit the limited to, all real property (owned or by the FCC on such applications has not prospective Acquirer(s) of the leased), all broadcast equipment, office been issued before the end of the period Divestiture Assets to have reasonable equipment, office furniture, fixtures, permitted for divestiture, the period access to personnel and to make materials, supplies, and other tangible shall be extended with respect to inspections of the physical facilities of property; all licenses, permits, divestiture of the Divestiture Assets for the relevant stations; access to any and authorizations, and applications which no FCC order has issued until all environmental, zoning, and other therefore issued by the Federal five (5) days after such order is issued. permit documents and information; and Communications Commission (‘‘FCC’’) Defendants agree to use their best efforts access to any and all financial, and other government agencies related to divest the Divestiture Assets and to operational, or other documents and to the stations; all contracts (including obtain all necessary FCC approvals as information customarily provided as programming contracts and rights), expeditiously as possible. This Final part of a due diligence process. agreements, network affiliation Judgment does not limit the FCC’s E. Defendants shall warrant to the agreements, leases, and commitments exercise of its regulatory powers and Acquirers that each Divestiture Asset and understandings of Defendants; all process with respect to the Divestiture will be operational on the date of sale. trademarks, service marks, trade names, Assets. Authorization by the FCC to F. Defendants shall not take any copyrights, patents, slogans, conduct the divestiture of a Divestiture action that will impede in any way the programming materials, and Asset in a particular manner will not permitting, operation, or divestiture of promotional materials relating to the modify any of the requirements of this the Divestiture Assets. stations; all customer lists, contracts, Final Judgment. G. At the option of the Acquirer(s), accounts, and credit records; and all B. In the event that Defendants are Defendants shall enter into a transition logs and other records maintained by attempting to divest assets related to services agreement with the Acquirer(s) Defendants in connection with the WBAY–TV or KWQC–TV to an Acquirer for a period of up to six (6) months to stations. other than Gray, or assets related to facilitate the continuous operations of WSLS–TV to an Acquirer other than the relevant Divestiture Assets until the III. Applicability Graham, or assets related to KADN–TV Acquirer(s) can provide such A. This Final Judgment applies to or KLAF–LD to an Acquirer other than capabilities independently. The terms Defendants, and all other persons in Bayou City, or assets related to WTHI– and conditions of any contractual active concert or participation with any TV or WFFT–TV to an Acquirer other arrangement intended to satisfy this of them who receive actual notice of this than USA TV: provision must be reasonably related to

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market conditions and shall be subject application of the United States, the or consultants’ compensation or other to the approval of the United States, in Court shall appoint a trustee selected by terms and conditions of engagement its sole discretion. Additionally, the the United States and approved by the within 14 calendar days of appointment United States in its sole discretion may Court to effect the divestiture of the of the trustee, the United States may, in approve one or more extensions of this Divestiture Assets that have not yet been its sole discretion, take appropriate agreement for a total of up to an divested. action, including making a additional six (6) months. B. After the appointment of a trustee recommendation to the Court. The H. Defendants shall warrant to the becomes effective, only the trustee shall trustee shall, within three (3) business Acquirer(s) that there are no material have the right to sell the relevant days of hiring any other professionals or defects in the environmental, zoning, or Divestiture Assets. The trustee shall agents, provide written notice of such other permits pertaining to the have the power and authority to hiring and the rate of compensation to operation of each asset, and that, accomplish the divestiture to an Defendants and the United States. following the sale of the Divestiture Acquirer acceptable to the United States E. Defendants shall use their best Assets, Defendants will not undertake, at such price and on such terms as are efforts to assist the trustee in directly or indirectly, any challenges to then obtainable upon reasonable effort accomplishing the required divestiture. the environmental, zoning, or other by the trustee, subject to the provisions The trustee and any consultants, permits relating to the operation of the of Sections IV, V, and VI of this Final accountants, attorneys, and other agents Divestiture Assets. Judgment, and shall have such other retained by the trustee shall have full I. Unless the United States otherwise powers as this Court deems appropriate. and complete access to the personnel, consents in writing, the divestitures Subject to Section V(D) of this Final books, records, and facilities of the pursuant to Section IV, or by trustee Judgment, the trustee may hire at the business to be divested, and Defendants appointed pursuant to Section V of this cost and expense of Defendants any shall develop financial and other Final Judgment, shall include the entire investment bankers, attorneys, or other information relevant to such business as Divestiture Assets and be accomplished agents, who shall be solely accountable the trustee may reasonably request, in such a way as to satisfy the United to the trustee, reasonably necessary in subject to reasonable protection for States, in its sole discretion, that the the trustee’s judgment to assist in the trade secret or other confidential Divestiture Assets can and will be used divestiture. Any such investment research, development, or commercial by the Acquirers as part of a viable, bankers, attorneys, or other agents shall information or any applicable ongoing commercial television serve on such terms and conditions as privileges. Defendants shall take no broadcasting business. Divestiture of the the United States approves, including action to interfere with or to impede the Divestiture Assets may be made to one confidentiality requirements and trustee’s accomplishment of the or more Acquirers, provided that in conflict of interest certifications. divestiture. each instance it is demonstrated to the C. Defendants shall not object to a sale F. After its appointment, the trustee sole satisfaction of the United States by the trustee on any ground other than shall file monthly reports with the that the Divestiture Assets will remain the trustee’s malfeasance. Any such United States and, as appropriate, the viable, and the divestiture of such assets objections by Defendants must be Court setting forth the trustee’s efforts to will achieve the purposes of this Final conveyed in writing to the United States accomplish the relevant divestitures Judgment and remedy the competitive and the trustee within ten (10) calendar ordered under this Final Judgment. To harm alleged in the Complaint. The days after the trustee has provided the the extent such reports contain divestitures, whether pursuant to notice required under Section VI. information that the trustee deems Section IV or Section V of this Final D. The trustee shall serve at the cost confidential, such report shall not be Judgment: and expense of Defendants pursuant to filed in the public docket of the Court. (1) Shall be made to Acquirer(s) that, a written agreement, on such terms and Such report shall include the name, in the United States’ sole judgment, conditions as the United States address, and telephone number of each have the intent and capability approves, including confidentiality person who, during the preceding (including the necessary managerial, requirements and conflict of interest month, made an offer to acquire, operational, technical, and financial certifications. The trustee shall account expressed an interest in acquiring, capability) of competing effectively in for all monies derived from the sale of entered into negotiations to acquire, or the commercial television broadcasting the relevant Divestiture Assets and all was contacted or made an inquiry about business; and costs and expenses so incurred. After acquiring, any interest in the Divestiture (2) shall be accomplished so as to approval by the Court of the trustee’s Assets, and shall describe in detail each satisfy the United States, in its sole accounting, including fees for its contact with any such person. The discretion, that none of the terms of any services yet unpaid and those of any trustee shall maintain full records of all agreement between the Acquirer(s) and professionals and agents retained by the efforts made to divest the relevant Defendants gives Defendants the ability trustee, all remaining money shall be Divestiture Assets. unreasonably to raise the costs of the paid to Defendants and the trust shall G. If the trustee has not accomplished Acquirer(s), to lower the efficiency of then be terminated. The compensation the divestitures ordered under this Final the Acquirer(s), or otherwise to interfere of the trustee and any professionals and Judgment within six (6) months after its in the ability of the Acquirer(s) to agents retained by the trustee shall be appointment, the trustee shall promptly compete effectively. reasonable in light of the value of the file with the Court a report setting forth Divestiture Assets subject to sale by the (1) the trustee’s efforts to accomplish the V. Apppointment of Trustee trustee and based on a fee arrangement required divestiture, (2) the reasons, in A. If Defendants have not divested the providing the trustee with an incentive the trustee’s judgment, why the required Divestiture Assets within the time based on the price and terms of the divestiture has not been accomplished, period specified in Section IV(A), divestiture and the speed with which it and (3) the trustee’s recommendations. Defendants shall notify the United is accomplished, but timeliness is To the extent such report contains States of that fact in writing, specifically paramount. If the trustee and information that the trustee deems identifying the Divestiture Assets that Defendants are unable to reach confidential, such report shall not be have not been divested. Upon agreement on the trustee’s or any agents’ filed in the public docket of the Court.

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The trustee shall at the same time object to the proposed Acquirer or upon Defendants have taken and all steps furnish such report to the United States objection by the United States, a Defendants have implemented on an which shall have the right to make divestiture proposed under Section IV ongoing basis to comply with Section additional recommendations consistent or Section V shall not be consummated. VIII of this Final Judgment. Defendants with the purpose of the trust. The Court Upon objection by Defendants under shall deliver to the United States an thereafter shall enter such orders as it Section V(C), a divestiture proposed affidavit describing any changes to the shall deem appropriate to carry out the under Section V shall not be efforts and actions outlined in purpose of the Final Judgment, which consummated unless approved by the Defendants’ earlier affidavits filed may, if necessary, include extending the Court. pursuant to this section within fifteen trust and the term of the trustee’s (15) calendar days after the change is VII. Financing appointment by a period requested by implemented. the United States. Defendants shall not finance all or C. Defendants shall keep all records of H. If the United States determines that any part of any purchase made pursuant all efforts made to preserve and divest the trustee has ceased to act or failed to to Section IV or V of this Final the Divestiture Assets until one year act diligently or in a reasonably cost- Judgment. after such divestiture has been effective manner, it may recommend the VIII. Hold Separate completed. Court appoint a substitute trustee. Until the divestitures required by this X. Compliance Inspection VI. Notice of Proposed Divestiture Final Judgment has been accomplished, A. For the purposes of determining or A. Within two (2) business days Defendants shall take all steps necessary securing compliance with this Final following execution of a definitive to comply with the Hold Separate Judgment, or of any related orders such divestiture agreement, Defendants or the Stipulation and Order entered by this as any Hold Separate Stipulation and trustee, whichever is then responsible Court. Defendants shall take no action Order, or of determining whether the for effecting the divestitures required that would jeopardize the divestiture Final Judgment should be modified or herein, shall notify the United States of ordered by this Court. vacated, and subject to any legally any proposed divestiture required by IX. Affidavits recognized privilege, from time to time Section IV or V of this Final Judgment. authorized representatives of the United If the trustee is responsible, it shall A. Within twenty (20) calendar days States Department of Justice, including similarly notify Defendants. The notice of the filing of the Complaint in this consultants and other persons retained shall set forth the details of the matter, and every thirty (30) calendar by the United States, shall, upon written proposed divestiture and list the name, days thereafter until the divestiture has request of an authorized representative address, and telephone number of each been completed under Section IV or V of the Assistant Attorney General in person not previously identified who of this Final Judgment, Defendants shall charge of the Antitrust Division, and on offered or expressed an interest in or deliver to the United States an affidavit reasonable notice to Defendants, be desire to acquire any ownership interest as to the fact and manner of their permitted: in the Divestiture Assets, together with compliance with Section IV or V of this (1) access during Defendants’ office full details of the same. Final Judgment. Each such affidavit hours to inspect and copy, or at the B. Within fifteen (15) calendar days of shall include the name, address, and option of the United States, to require receipt by the United States of such telephone number of each person who, Defendants to provide hard copies or notice, the United States may request during the preceding thirty (30) electronic copies of, all books, ledgers, from Defendants, the proposed calendar days, made an offer to acquire, accounts, records, data, and documents Acquirer, any other third party, or the expressed an interest in acquiring, in the possession, custody, or control of trustee, if applicable, additional entered into negotiations to acquire, or Defendants, relating to any matters information concerning the proposed was contacted or made an inquiry about contained in this Final Judgment; and divestiture, the proposed Acquirer, and acquiring, any interest in the Divestiture (2) to interview, either informally or any other potential Acquirers. Assets, and shall describe in detail each on the record, Defendants’ officers, Defendants and the trustee shall furnish contact with any such person during employees, or agents, who may have any additional information requested that period. Each such affidavit shall their individual counsel present, within fifteen (15) calendar days of the also include a description of the efforts regarding such matters. The interviews receipt of the request, unless the parties Defendants have taken to solicit buyers shall be subject to the reasonable shall otherwise agree. for and complete the sale of the convenience of the interviewee and C. Within thirty (30) calendar days Divestiture Assets, including efforts to without restraint or interference by after receipt of the notice or within secure FCC or other regulatory Defendants. twenty (20) calendar days after the approvals, and to provide required B. Upon the written request of an United States has been provided the information to prospective Acquirers, authorized representative of the additional information requested from including the limitations, if any, on Assistant Attorney General in charge of Defendants, the proposed Acquirer, any such information. Assuming the the Antitrust Division, Defendants shall third party, and the trustee, whichever information set forth in the affidavit is submit written reports or responses to is later, the United States shall provide true and complete, any objection by the written interrogatories, under oath if written notice to Defendants and the United States to information provided requested, relating to any of the matters trustee, if there is one, stating whether by Defendants, including limitations on contained in this Final Judgment as may or not it objects to the proposed information, shall be made within be requested. divestiture. If the United States provides fourteen (14) calendar days of receipt of C. No information or documents written notice that it does not object, the such affidavit. obtained by the means provided in this divestiture may be consummated, B. Within twenty (20) calendar days section shall be divulged by the United subject only to Defendants’ limited right of the filing of the Complaint in this States to any person other than an to object to the sale under Section V(C) matter, Defendants shall deliver to the authorized representative of the of this Final Judgment. Absent written United States an affidavit that describes executive branch of the United States, notice that the United States does not in reasonable detail all actions except in the course of legal proceedings

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to which the United States is a party compliance, and to punish violations of Substances Act to the Administrator of (including grand jury proceedings), or its provisions. the Drug Enforcement Administration for the purpose of securing compliance (DEA), 28 CFR 0.100(b). Authority to XIII. Expiration of Final Judgment with this Final Judgment, or as exercise all necessary functions with otherwise required by law. Unless this Court grants an extension, respect to the promulgation and D. If at the time information or this Final Judgment shall expire ten implementation of 21 CFR part 1301, documents are furnished by Defendants years from the date of its entry. incident to the registration of to the United States, Defendants XIV. Public Interest Determination manufacturers, distributors, dispensers, represent and identify in writing the importers, and exporters of controlled material in any such information or Entry of this Final Judgment is in the substances (other than final orders in documents to which a claim of public interest. The parties have connection with suspension, denial, or protection may be asserted under Rule complied with the requirements of the revocation of registration) has been 26(c)(1)(G) of the Federal Rules of Civil Antitrust Procedures and Penalties Act, redelegated to the Deputy Assistant Procedure, and Defendants mark each 15 U.S.C § 16, including making copies Administrator of the DEA Office of pertinent page of such material, available to the public of this Final Diversion Control (‘‘Deputy Assistant ‘‘Subject to claim of protection under Judgment, the Competitive Impact Administrator’’) pursuant to section 7 of Rule 26(c)(1)(G) of the Federal Rules of Statement, and any comments thereon, 28 CFR part 0, appendix to subpart R. Civil Procedure,’’ then the United States and the United States’ responses to In accordance with 21 CFR shall give Defendants ten (10) calendar comments. Based upon the record 1301.33(a), this is notice that on days notice prior to divulging such before the Court, which includes the November 18, 2015, Alcami Wisconsin material in any legal proceeding (other Competitive Impact Statement and any Corporation, W130 N10497 Washington than a grand jury proceeding). comments and response to comments Drive, Germantown, Wisconsin 53022 filed with the Court, entry of this Final applied to be registered as a bulk XI. No Reacquisition and Other Judgment is in the public interest. Prohibited Activities manufacturer of alfentanil (9737), a Date: llllllllllllllllll basic class of controlled substance listed Defendants may not (1) reacquire any Court approval subject to procedures of in schedule II. part of the Divestiture Assets, (2) Antitrust Procedures and Penalties Act, 15 The company plans to manufacture acquire any option to reacquire any part U.S.C. § 16 reference standards for distribution to of the Divestiture Assets or to assign the lllllllllllllllllllll Divestiture Assets to any other person, their research and forensic customers. (3) enter into any local marketing United States District Judge. Dated: September 7, 2016. agreement, joint sales agreement, other [FR Doc. 2016–22086 Filed 9–13–16; 8:45 am] Louis J. Milione, cooperative selling arrangement, or BILLING CODE P Deputy Assistant Administrator. shared services agreement, or conduct [FR Doc. 2016–22100 Filed 9–13–16; 8:45 am] other business negotiations jointly with BILLING CODE 4410–09–P the Acquirers with respect to the DEPARTMENT OF JUSTICE Divestiture Assets, or (4) provide Drug Enforcement Administration financing or guarantees of financing DEPARTMENT OF JUSTICE with respect to the Divestiture Assets, [Docket No. DEA–392] during the term of this Final Judgment. Drug Enforcement Administration The shared services prohibition does Bulk Manufacturer of Controlled not preclude Defendants from Substances Application: Alcami [Docket No. DEA–392] continuing or entering into agreements Wisconsin Corporation in a form customarily used in the Bulk Manufacturer of Controlled ACTION: Notice of application. industry to (1) share news helicopters or Substances Registration (2) pool generic video footage that does DATES: Registered bulk manufacturers of ACTION: Notice of registration. not include recording a reporter or other the affected basic classes, and on-air talent, and does not preclude applicants therefore, may file written SUMMARY: Defendants from entering into any non- Registrants listed below have comments on or objections to the applied for and been granted sales-related shared services agreement issuance of the proposed registration in or transition services agreement that is registration by the Drug Enforcement accordance with 21 CFR 1301.33(a) on Administration (DEA) as bulk approved in advance by the United or before November 14, 2016. States in its sole discretion. manufacturers of various classes of ADDRESSES: Written comments should controlled substances. XII. Retention of Jurisdiction be sent to: Drug Enforcement SUPPLEMENTARY INFORMATION: The This Court retains jurisdiction to Administration, Attention: DEA Federal companies listed below applied to be enable any party to this Final Judgment Register Representative/ODW, 8701 registered as manufacturers of various to apply to this Court at any time for Morrissette Drive, Springfield, Virginia basic classes of controlled substances. further orders and directions as may be 22152. Information on previously published necessary or appropriate to carry out or SUPPLEMENTARY INFORMATION: The notices is listed in the table below. No construe this Final Judgment, to modify Attorney General has delegated her comments or objections were submitted any of its provisions, to enforce authority under the Controlled for these notices.

Company FR Docket Published

Johnson Matthey, Inc ...... 81 FR 3475 ...... January 21, 2016. Mallinckrodt, LLC ...... 81 FR 31959 ...... May 20, 2016. American Radiolabeled Chemicals ...... 81 FR 31960 ...... May 20, 2016. Rhodes Technologies ...... 81 FR 34371 ...... May 31, 2016.

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