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identified in this notice. Parties to the The authority for the Commission’s Ref. No. 90–7–1–08209/1. All comments investigation, interested government determination is contained in section must be submitted no later than thirty agencies, and any other interested 337 of the Tariff Act of 1930, as (30) days after the publication date of parties are encouraged to file written amended (19 U.S.C. 1337), and in Part this notice. Comments may be submissions on the issues of remedy, 210 of the Commission’s Rules of submitted either by email or by mail: the public interest and bonding. Such Practice and Procedure (19 CFR part submissions should address the 210). To submit comments: Send them to: recommended determination on By order of the Commission. remedy, the public interest and bonding Issued: November 06, 2014. By e-mail ...... pubcomment-ees.enrd@ issued on August 29, 2014, by the ALJ. Lisa R. Barton, usdoj.gov. Complainant is also requested to submit By mail ...... Assistant Attorney General Secretary for the Commission. proposed remedial orders for the U.S. DOJ—ENRD Commission’s consideration and to [FR Doc. 2014–26804 Filed 11–12–14; 8:45 am] P.O. Box 7611 provide identification information for BILLING CODE 7020–02–P Washington, D.C. 20044– all importers of the subject articles. 7611. Complainant is further requested to provide the expiration dates of the ‘616, DEPARTMENT OF JUSTICE During the public comment period, ‘049, and ‘331 patents and state the the proposed consent decree may be HTSUS numbers under which the Notice of Lodging of Proposed examined and downloaded at this accused articles are imported. The Consent Decree Under the Clean Air Justice Department Web site: http:// written submissions and proposed Act www.usdoj.gov/enrd/Consent_ remedial orders must be filed no later Decrees.html. We will provide a paper On November 6, 2014, the Department than the close of business on November copy of the proposed consent decree of Justice lodged a proposed consent 20, 2014. Reply submissions must be upon written request and payment of decree with the United States District filed no later than the close of business reproduction costs. Please mail your Court for the Middle District of on December 1, 2014. No further request and payment to: Consent Decree Louisiana in the lawsuit entitled United submissions on these issues will be Library, U.S. DOJ—ENRD, P.O. Box States and the Louisiana Department of permitted unless otherwise ordered by 7611, Washington, DC 20044–7611. Environmental Quality v. PCS Nitrogen the Commission. Party submissions Please enclose a check or money order Fertilizer, L.P., AA Sulfuric, Inc., and should not exceed 50 pages for the main for $43.50 (25 cents per page submissions and 25 pages for the reply White Springs Agricultural Chemicals, reproduction cost) payable to the United submissions. Inc., Civil Action No. 3:14-cv-00707. States Treasury. For a paper copy Persons filing written submissions The United States and Louisiana without the exhibits and signature must file the original document Department of Environmental Quality pages, the cost is $ 17.00. electronically on or before the deadlines filed this lawsuit under the Clean Air stated above and submit 8 true paper Act and Louisiana Environmental Maureen M. Katz, copies to the Office of the Secretary by Quality Act. The complaint seeks Assistant Section Chief, Environmental noon the next day pursuant to section injunctive relief and civil penalties for Enforcement Section, Environment and Natural Resources Division. 210.4(f) of the Commission’s Rules of violations of the Clean Air Act’s Practice and Procedure (19 CFR Prevention of Significant Deterioration [FR Doc. 2014–26847 Filed 11–12–14; 8:45 am] 210.4(f)). Submissions should refer to requirements and related state BILLING CODE 4410–15–P the investigation number (‘‘Inv. No. requirements at sulfuric acid 337–TA–888’’) in a prominent place on manufacturing plants owned and DEPARTMENT OF JUSTICE the cover page and/or the first page. (See operated by the defendants, PCS Nitrogen Fertilizer, L.P., AA Sulfuric, Handbook for Electronic Filing Antitrust Division Procedures, http://www.usitc.gov/ Inc., and White Springs Agricultural secretary/fed_reg_notices/rules/ Chemicals, Inc., in Geismar, Louisiana United States v. Media General, Inc. handbook_on_electronic_filing.pdf). and White Springs, Florida. The consent and Lin Media LLC; Proposed Final Persons with questions regarding filing decree requires the defendants to Judgment and Competitive Impact should contact the Secretary (202–205– perform injunctive relief, pay a $ Statement 2000). 1,300,000 civil penalty, and perform a Any person desiring to submit a Supplemental Environmental Project at Notice is hereby given pursuant to the document to the Commission in a nitric acid manufacturing facility Antitrust Procedures and Penalties Act, confidence must request confidential owned and operated by PCS Nitrogen 15 U.S.C. 16(b)–(h), that a proposed treatment. All such requests should be Fertilizer, Inc. in Geismar, Louisiana. Final Judgment, Asset Preservation directed to the Secretary to the The consent decree also requires PCS Stipulation, and Competitive Impact Commission and must include a full Phosphate Company, Inc. to perform Statement have been filed with the statement of the reasons why the injunctive relief at the sulfuric acid United States District Court for the Commission should grant such manufacturing facility that it owns and District of Columbia in United States of treatment. See 19 CFR 201.6. Documents operates in Aurora, North Carolina. America v. Media General, Inc. and LIN for which confidential treatment by the The publication of this notice opens Media LLC, Civil Action No. CV–14– Commission is properly sought will be a period for public comment on the 01823. On October 30, 2014, the United treated accordingly. A redacted non- proposed consent decree. Comments States filed a Complaint alleging that the confidential version of the document should be addressed to the Assistant proposed acquisition by Media General, must also be filed simultaneously with Attorney General, Environment and Inc. of LIN Media LLC would likely the confidential filing. All non- Natural Resources Division, and should substantially lessen competition for confidential written submissions will be refer to United States and the Louisiana broadcast television spot advertising in available for public inspection at the Department of Environmental Quality v. certain Designated Market Areas Office of the Secretary and on EDIS. PCS Nitrogen Fertilizer, L.P. et al., D.J. (DMAs) in the United States, in

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violation of Section 7 of the Clayton Complaint and are subject to the personal Act, 15 U.S.C. 18. The proposed Final The United States of America, acting jurisdiction of this Court. Defendants Judgment, filed on the same day as the under the direction of the Attorney have consented to venue and personal Complaint, resolves the case by General of the United States brings this jurisdiction in this District. Therefore, requiring Media General to divest civil action to enjoin the proposed venue is proper in this District under WVTM–TV(NBC), located in the acquisition by Media General, Inc. Section 12 of the Clayton Act, 15 U.S.C. Birmingham, Alabama DMA; WJCL (‘‘Media General’’) of LIN Media LLC 22, and 28 U.S.C. 1391(c). (ABC) and WTGS (FOX), both located in (‘‘LIN’’) (collectively, ‘‘Defendants’’) and III. The Defendants the Savannah, Georgia DMA; WALA–TV to obtain other equitable relief. The (FOX), located in the Mobile, Alabama/ proposed acquisition likely would 7. Media General is incorporated in Pensacola, Florida DMA; WJAR (NBC), substantially lessen competition in the the Commonwealth of Virginia, with its located in the Providence, Rhode sale of broadcast television spot headquarters in Richmond, Virginia. Island/New Bedford, Massachusetts advertising in the following Designated Media General reported operating DMA; and WLUK–TV(FOX) and WCWF Market Areas (‘‘DMAs’’): Mobile, revenues of over $270 million in 2013. (CW), both located in the Green Bay/ Alabama/Pensacola, Florida; Media General owns and operates 31 Appleton, Wisconsin DMA. A Birmingham, Alabama; Savannah, broadcast television stations in 29 Competitive Impact Statement filed by Georgia; Providence, Rhode Island/New metropolitan areas. It owns and operates the United States describes the Bedford, Massachusetts; and Green Bay/ broadcast television stations in each of Complaint, the proposed Final Appleton, Wisconsin (collectively ‘‘the the DMA Markets. Judgment, and the industry. DMA Markets’’), in violation of Section 8. LIN is a Delaware corporation, with its headquarters in Austin, Texas. LIN Copies of the Complaint, proposed 7 of the Clayton Act, 15 U.S.C. 18. Plaintiff alleges as follows: owns and operates, or provides Final Judgment, and Competitive Impact programming, operating, or sales Statement are available for inspection at I. Nature of the Action services to more than 50 stations in 23 the Department of Justice, Antitrust 1. Pursuant to a Purchase Agreement metropolitan areas. It also owns and Division, Antitrust Documents Group, dated March 21, 2014, Media General operates, or provides programming, 450 Fifth Street NW., Suite 1010, agreed to purchase LIN whereby LIN operating, or sales services to broadcast Washington, DC 20530 (telephone: 202– shareholders would receive aggregate television stations in each of the DMA 514–2481), on the Department of consideration valued at approximately Markets. Justice’s Web site at http:// $1.5 billion in a combination of stock IV. Trade and Commerce www.usdoj.gov/atr, and at the Office of and cash. the Clerk of the United States District 2. Media General and LIN both own A. Broadcast Television Spot Court for the District of Columbia. and operate broadcast television stations Advertising Is a Relevant Product Copies of these materials may be in each of the DMA Markets. Media Market obtained from the Antitrust Division General’s and LIN’s broadcast television 9. Broadcast television stations attract upon request and payment of the stations compete head-to-head for the viewers through their programming, copying fee set by Department of Justice business of local and national which is delivered for free over the air regulations. companies that advertise on broadcast or retransmitted to viewers, mainly television stations in each of the DMA Public comment is invited within 60 through wired cable or other terrestrial days of the date of this notice. Such Markets. 3. If consummated, the proposed television systems and through satellite comments, including the name of the television systems. Broadcast television submitter, and responses thereto, will be acquisition would eliminate the head- to-head competition between Media stations then sell advertising time to posted on the U.S. Department of businesses that want to advertise their Justice, Antitrust Division’s internet General and LIN in each of the DMA Markets. Unless enjoined, the products to television viewers. Web site, filed with the Court and, Broadcast television ‘‘spot’’ advertising, under certain circumstances, published acquisition is likely to lead to higher prices and will substantially lessen which comprises the majority of a in the Federal Register and filed with television station’s revenues, is sold the Court. Comments should be directed competition for broadcast television spot advertising in each of the DMA directly by the station itself or through to David Kully, Chief, Litigation III, its national representative on a localized Antitrust Division, Department of Markets in violation of Section 7 of the Clayton Act, 15 U.S.C. 18. basis and is purchased by advertisers Justice, Washington, DC 20530, who want to target potential customers (telephone: 202–305–9969). II. Jurisdiction and Venue in specific geographic areas. Spot Patricia A. Brink, 4. The United States brings this action advertising differs from network and Director of Civil Enforcement. pursuant to Section 15 of the Clayton syndicated television advertising, which Act, as amended, 15 U.S.C. 25, to are sold by television networks and UNITED STATES DISTRICT COURT prevent and restrain Defendants from producers of syndicated programs on a violating Section 7 of the Clayton Act, nationwide basis and broadcast in every FOR THE DISTRICT OF COLUMBIA 15 U.S.C. 18. market where the network or syndicated United States of America, Department of 5. Defendants sell broadcast television program is aired. Justice, Antitrust Division, 450 Fifth Street spot advertising, a commercial activity 10. Broadcast television spot NW., Suite 4000, Washington, DC 20530, that substantially affects, and is in the advertising possesses a unique Plaintiff, v. Media General, Inc., 333 E. flow of, interstate commerce. The Court combination of attributes that set it Franklin Street, Richmond, VA 23219 and has subject-matter jurisdiction over this apart from advertising using other types LIN Media LLC, 701 Brazos Street, Suite 800, action pursuant to Section 15 of the of media. Television combines sight, Austin, TX 78701, Defendants. Clayton Act, 15 U.S.C. 25, and 28 U.S.C. sound, and motion, thereby creating a Case No. 1:14–cv–01823 1331, 1337(a), and 1345. more memorable advertisement. Judge: Hon. Emmet G. Sullivan 6. Defendants transact business and Moreover, of all media, broadcast Filed: 10/30/2014 are found in the District of Columbia, television spot advertising generally

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reaches the largest percentage of all advertising on subscription television throughout the DMA, but signals from potential customers in a particular target channels. broadcast television stations located geographic area and is therefore 12. Internet-based media is not outside the DMA reach few viewers especially effective in introducing, currently a substitute for broadcast within the DMA. DMAs are used to establishing, and maintaining the image television spot advertising. Although analyze revenues and shares of of a product. For a significant number Online Video Distributors (‘‘OVDs’’) broadcast television stations in the of advertisers, broadcast television spot such as Netflix and Hulu are important Investing in Television BIA Market advertising, because of its unique sources of video programming, as with Report 2014 (1st edition), a standard combination of attributes, is an cable television advertising, the local industry reference. advertising medium for which there is video advertising of OVDs lacks the 16. Advertisers use broadcast no close substitute. Other media, such reach of broadcast television spot television stations within each of the as radio, newspapers, or outdoor advertising. Non-video internet DMA Markets to reach the largest billboards, are not desirable substitutes advertising, e.g., Web site banner possible number of viewers across the advertising, lacks the important DMA. Some of these advertisers are for broadcast television advertising. combination of sight, sound, and motion located in each of the DMA Markets and None of these media can provide the that gives television its impact. need to reach customers there; others important combination of sight, sound, Consequently, local media buyers are regional or national businesses that and motion that makes television currently purchase internet-based want to target consumers across each of unique and impactful as a medium for advertising primarily as a supplement to the DMA Markets. Advertising on advertising. broadcast television spot advertising, television stations outside each of the 11. Like broadcast television, and a small but significant price DMA Markets is not an alternative for subscription television channels, such increase by broadcast television spot these advertisers because such stations as those carried over cable or satellite advertising providers would not be cannot be viewed by a significant television, combine elements of sight, made unprofitable by advertisers number of potential customers within sound, and motion, but they are not a switching to internet-based advertising. each of the DMAs. Thus, if there were desirable substitute for broadcast 13. Broadcast television stations a small but significant increase in television spot advertising for two generally can identify advertisers with broadcast television spot advertising important reasons. First, satellite, cable, strong preferences for using broadcast prices within a specific DMA Market, an and other subscription content delivery television advertising. Broadcast insufficient number of advertisers systems do not have the ‘‘reach’’ of television stations negotiate prices would switch advertising purchases to broadcast television. Typically, individually with advertisers and television stations outside that DMA to broadcast television can reach well-over consequently can charge different render the price increase unprofitable. 90% of homes in a DMA, while cable advertisers different prices. During the 17. Accordingly, each of the DMA television often reaches many fewer individualized negotiations on price Markets is a section of the country homes. Even when several subscription and available advertising slots that under Section 7 of the Clayton Act and television companies within a DMA commonly occur between advertisers a relevant geographic market for the sale jointly offer cable television spot and broadcast television stations, of broadcast television spot advertising advertising through a consortium called advertisers provide stations with for purposes of analyzing the proposed an interconnect, cable spot advertising information about their advertising acquisition under Section 7 of the Clayton Act. does not match the reach of broadcast needs, including their target audience. Broadcast television stations could television spot advertising. As a result, C. The Proposed Acquisition Would profitably raise prices to those an advertiser can achieve greater Harm Competition in Each of the DMA advertisers who view broadcast audience penetration through broadcast Markets television as a necessary advertising television spot advertising than through medium, either as their sole means of 18. Broadcast television stations advertising on a subscription television advertising or as a necessary part of a compete for advertisers through channel. Second, because subscription total advertising plan. programming that attracts viewers to services may offer more than 100 14. Accordingly, the sale of broadcast their stations. In developing their own channels, they fragment the audience television spot advertising is a line of programming and in considering the into small demographic segments. commerce under Section 7 of the programming of the networks with Because broadcast television Clayton Act and a relevant product which they may be affiliated, broadcast programming typically has higher rating market for purposes of analyzing the television stations try to select programs points than subscription television proposed acquisition under Section 7 of that appeal to the greatest number of programming, broadcast television the Clayton Act. viewers and to differentiate their provides a much easier and more stations from others in the same DMA efficient means for an advertiser to B. Each of the Divestiture Markets Is a by appealing to specific demographic reach a high proportion of its target Relevant Geographic Market groups. Advertisers, in turn, are demographic. Media buyers often buy 15. DMAs are geographic units interested in using broadcast television time on subscription television channels defined by the A.C. Nielsen Company, spot advertising to reach both a large not so much as a substitute for broadcast a firm that surveys television viewers audience and a high proportion of the television, but rather to supplement a and furnishes broadcast television type of viewers that are most likely to broadcast television message, to reach a stations, advertisers, and advertising buy their products. narrow demographic (e.g., 18–24 year agencies in a particular area with data 19. Broadcast station ownership in olds) with greater frequency, or to target to aid in evaluating audience size and each of the DMA Markets is already narrow geographic areas within a DMA. composition. DMAs are ranked significantly concentrated. In each of A small but significant price increase by according to the number of households these markets, four stations, each broadcast television spot advertising they contain. Signals from broadcast affiliated with a major network, had providers would not be made television stations located in a DMA more than 90 percent of gross unprofitable by advertisers switching to Market reach viewers located advertising revenues in 2013. In the

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Mobile, Alabama/Pensacola, Florida Advertisers purposefully spread their advertisements crowd out commercial DMA, the three stations that Media advertising dollars across numerous advertising and make the spots available General and LIN operate have spot advertising suppliers to reach their for commercial advertisers more approximately 54 percent of all marketing goals most efficiently. After expensive than they would be in television station gross advertising the proposed acquisition, advertisers in nonpolitical years. Adjusting revenues in that DMA. In the each of the DMA Markets would likely programming in response to a pricing Birmingham, Alabama DMA, the two find it more difficult to ‘‘buy around’’ change is risky, difficult, and time- stations that Media General and LIN the Defendants’ combined stations in consuming. Network affiliates are often operate have approximately 34 percent response to higher advertising rates, committed to the programming of all television station gross advertising than to ‘‘buy around’’ Media General’s provided by the network with which revenues in that DMA. In the Savannah, stations or LIN’s stations, as separate they are affiliated, and it often takes Georgia DMA, the three stations that entities, as they could have done before years for a station to build its audience. Media General and LIN operate have the proposed acquisition. Because a Programming schedules are complex approximately 55 percent of all significant number of advertisers would and carefully constructed, taking many television station gross advertising likely be unable to reach their desired factors into account, such as audience revenues in that DMA. In the audiences as effectively unless they flow, station identity, and program Providence, Rhode Island/New Bedford, advertise on at least one station that popularity. In addition, stations Massachusetts DMA, the three stations Media General would control after the typically have multi-year contractual that Media General and LIN operate proposed acquisition, those advertisers’ commitments for individual shows. have approximately 83 percent of all bargaining positions would be weaker, Accordingly, a television station is television station gross advertising and the advertising rates they pay unlikely to change its programming revenues in that DMA. In the Green would likely increase. sufficiently or with sufficient rapidity to Bay/Appleton, Wisconsin DMA, the 23. Accordingly, the proposed overcome a small but significant price three stations that Media General and acquisition is likely to substantially increase imposed by Defendants. LIN operate have approximately 59 reduce competition and will restrain percent of all television station gross trade in the sale of broadcast television 2. The Alleged Efficiencies Do Not advertising revenues in that DMA. spot advertising in each of the DMA Offset the Harm 20. Using the Herfindahl-Hirschman Markets. 26. Although Defendants assert that Index (‘‘HHI’’), a standard measure of the proposed acquisition would produce market concentration (defined and D. Lack of Countervailing Factors efficiencies, they cannot demonstrate explained in Appendix A), a 1. Entry and Expansion Are Unlikely acquisition-specific and cognizable combination of Media General’s and efficiencies that would be sufficient to LIN’s broadcast television stations in 24. De novo entry into each of the DMA Markets is unlikely. The FCC offset the proposed acquisition’s each of the DMA markets would result anticompetitive effects. in both a large change in concentration regulates entry through the issuance of and a highly concentrated market. The broadcast television licenses, which are V. Violations Alleged post-acquisition HHI in each of the difficult to obtain because the 27. Plaintiff hereby repeats and DMA Markets would be over 2500 with availability of spectrum is limited and realleges the allegations of paragraphs 1 an increase in the HHI of more than 500 the regulatory process associated with through 26 as if fully set forth herein. points. Under the Horizontal Merger obtaining a license is lengthy. Even if a 28. The proposed acquisition likely Guidelines issued by the Department of new signal became available, would lessen competition substantially Justice and the Federal Trade commercial success would come, at in interstate trade and commerce, in Commission, mergers resulting in highly best, over a period of many years. In violation of Section 7 of the Clayton concentrated markets (with an HHI in each of the DMA Markets, all of the Act, 15 U.S.C. 18. The proposed excess of 2500) and with an increase in major broadcast networks (CBS, NBC, acquisition likely would have the the HHI of more than 200 points are ABC, FOX) are already affiliated with a following effects, among others: presumed to be likely to enhance market licensee, the contracts last for many a. Competition in the sale of broadcast power. years, and the broadcast networks rarely television spot advertising in each of the 21. In addition to increasing switch licensees when the contracts DMA Markets would be lessened concentration in the DMA Markets, the expire. Thus, entry into each DMA substantially; proposed transaction combines stations Market’s broadcast television spot b. competition among Media General that are close substitutes and vigorous advertising market would not be timely, and LIN in the sale of broadcast competitors in markets with limited likely, or sufficient to deter Media television spot advertising in each of the alternatives. In each of the DMA General from engaging in DMA Markets would be eliminated; and Markets, Defendants have broadcast anticompetitive price increases or other c. the prices for spot advertising time stations that are affiliated with the major anticompetitive conduct after the on broadcast television stations in each national television networks, ABC, CBS, proposed acquisition occurs. of the DMA Markets would likely NBC, and FOX. Their respective 25. Other broadcast television stations increase. affiliations with those networks, and in each of the DMA Markets could not 29. Unless restrained, the proposed their local news operations, provide readily increase their advertising acquisition would violate Section 7 of Defendants’ stations with a variety of capacity or change their programming the Clayton Act, 15 U.S.C. 18. competing programming options that sufficiently in response to a price are often each other’s next-best or increase by Defendants. The number of VI. Request for Relief second-best substitutes for many 30-second spots in a DMA is largely 30. Plaintiff requests: viewers and advertisers. fixed by programming and time d. That the Court adjudge the 22. Advertisers benefit from constraints. This fact makes the pricing proposed merger to violate Section 7 of Defendants’ head-to-head competition of spots very responsive to changes in the Clayton Act, 15 U.S.C. 18; in the sale of broadcast television spot demand. During so-called political e. that the Court permanently enjoin advertising in each of the DMA Markets. years, for example, political and restrain Defendants from carrying

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out the transaction, or entering into any (2010). Transactions that increase the HHI by Stations’’) to Acquirers approved by the other agreement, understanding, or plan more than 200 points in highly concentrated United States in a manner that preserves by which Media General would acquire markets presumptively raise antitrust competition in each of the DMA LIN, unless Defendants divest the concerns under the Horizontal Merger Guidelines issued by the Department of Markets: WVTM–TV, located in the broadcast television stations in Justice and the Federal Trade Commission. Birmingham, Alabama DMA; WJCL and accordance with the proposed Final See id. WTGS, both located in the Savannah, Judgment and Hold Separate Stipulation Georgia DMA; WALA–TV, located in and Order filed concurrently with this UNITED STATES DISTRICT COURT the Mobile, Alabama/Pensacola, Florida Complaint; DMA; WJAR, located in the Providence, f. that the proposed Final Judgment FOR THE DISTRICT OF COLUMBIA Rhode Island/New Bedford, giving effect to the divestitures be United States of America, Plaintiff, v. Massachusetts DMA; and WLUK–TV entered by the Court after compliance Media General, Inc., and LIN Media LLC, and WCWF, both located in the Green with the Antitrust Procedures and Defendants. Bay/Appleton, Wisconsin DMA. The Case No. 1:14–cv–01823 Penalties Act, 15 U.S.C. 16; Hold Separate requires Defendants to g. that the Court award Plaintiff the Judge: Hon. Emmet G. Sullivan take certain steps to ensure that the costs of this action; and Filed: 10/30/2014 Divestiture Stations are operated as h. that the Court award such other Competitive Impact Statement relief to Plaintiff as the Court may deem competitively independent, just and proper. Pursuant to Section 2(b) of the economically viable, and ongoing Antitrust Procedures and Penalties Act businesses that will remain independent Respectfully submitted, (‘‘APPA’’ or ‘‘Tunney Act’’), 15 U.S.C. and uninfluenced by the consummation For Plaintiff United States: 16(b)-(h), plaintiff United States of of the acquisition that competition is /s/ lllllllllllllllllll America (‘‘United States’’) files this maintained during the pendency of the William J. Baer (D.C. Bar #324723) Competitive Impact Statement relating ordered divestitures. Assistant Attorney General to the proposed Final Judgment The United States and Defendants /s/ lllllllllllllllllll submitted for entry in this civil antitrust have stipulated that the proposed Final David I. Gelfand (D.C. Bar #416596) proceeding. Deputy Assistant Attorney General Judgment may be entered after /s/ lllllllllllllllllll I. Nature and Purpose of the Proceeding compliance with the APPA. Entry of the Patricia A. Brink Defendants Media General, Inc. proposed Final Judgment would Director of Civil Enforcement (‘‘Media General’’) and LIN Media LLC terminate this action, except that the /s/ lllllllllllllllllll (‘‘LIN’’) entered into a Purchase Court would retain jurisdiction to David C. Kully Agreement, dated March 21, 2014, construe, modify, or enforce the Chief, Litigation III Section pursuant to which Media General would provisions of the proposed Final Mark A. Merva* (D.C. Bar #451743) acquire LIN. Under the Purchase Judgment and to punish violations Anupama Sawkar Agreement, LIN shareholders would thereof. Trial Attorneys, United States Department of receive approximately $1.5 billion in a Justice, Antitrust Division, Litigation III II. Description of the Events Giving Rise combination of stock and cash. Section, 450 Fifth Street NW., Suite 4000, to the Alleged Violation Washington, DC 20530, Phone: 202–616– Defendants compete head-to-head in the 1398, Facsimile: 202–514–7308 sale of broadcast television spot A. The Defendants and the Proposed Email: [email protected] advertising in the following Designated Acquisition *Attorney of Record Market Areas (‘‘DMAs’’): Mobile, Media General is incorporated in the Dated: October 30, 2014 Alabama/Pensacola, Florida; Birmingham, Alabama; Savannah, Commonwealth of Virginia, with its Appendix A—Herfindahl-Hirschman Georgia; Providence, Rhode Island/New headquarters in Richmond, Virginia. Index Bedford, Massachusetts; and Green Bay/ Media General owns and operates 31 broadcast television stations in 29 The term ‘‘HHI’’ means the Herfindahl- Appleton, Wisconsin (collectively ‘‘the Hirschman Index, a commonly accepted DMA Markets’’). metropolitan areas. It owns and operates measure of market concentration. The HHI is The United States filed a civil broadcast television stations in each of calculated by squaring the market share of antitrust Complaint on October 30, the DMA Markets. each firm competing in the market and then 2014, seeking to enjoin the proposed LIN is a Delaware corporation, with summing the resulting numbers. For acquisition. The Complaint alleges that its headquarters in Austin, Texas. LIN example, for a market consisting of four firms the likely effect of the acquisition would owns and operates, or provides with shares of 30, 30, 20, and 20 percent, the be to lessen competition substantially 2 2 2 2 programming, operating, or sales HHI is 2,600 (30 + 30 + 20 + 20 = 2,600). and increase broadcast television spot The HHI takes into account the relative size services to more than 50 stations in 23 distribution of the firms in a market. It advertising prices in each of the DMA metropolitan areas. It also owns and approaches zero when a market is occupied Markets in violation of Section 7 of the operates, or provides programming, by a large number of firms of relatively equal Clayton Act, 15 U.S.C. 18. operating, or sales services to broadcast At the same time the Complaint was size and reaches its maximum of 10,000 television stations in each of the DMA points when a market is controlled by a filed, the United States also filed a Hold Markets. single firm. The HHI increases both as the Separate Stipulation and Order (‘‘Hold number of firms in the market decreases and Separate’’) and proposed Final The proposed acquisition would as the disparity in size between those firms Judgment, which are designed to lessen competition substantially in the increases. Markets in which the HHI is eliminate the anticompetitive effects of sale of broadcast television spot between 1,500 and 2,500 points are advertising in each of the DMA Markets. considered to be moderately concentrated, the proposed acquisition. Under the and markets in which the HHI is in excess proposed Final Judgment, which is This acquisition is the subject of the of 2,500 points are considered to be highly explained more fully below, Defendants Complaint and proposed Final concentrated. See U.S. Department of Justice are required to divest the Divestiture Judgment filed by the United States on & FTC, Horizontal Merger Guidelines § 5.3 Assets (collectively, the ‘‘Divestiture October 30, 2014.

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B. Anticompetitive Consequences of the Company defines DMAs as specific approximately 34 percent of all Transaction geographic units for advertising television station gross advertising purposes. Signals from full-powered revenues in that DMA. In the Savannah, 1. The Relevant Product television stations in each of the DMA Georgia DMA, combining the three The Complaint alleges that the sale of Markets reach viewers throughout that stations that Defendants operate would broadcast television spot advertising DMA, so advertisers can use television give Media General approximately 55 constitutes a relevant product market for stations in each of the DMA Markets to percent of all television station gross analyzing this acquisition under Section target the largest possible number of advertising revenues in that DMA. In 7 of the Clayton Act. Television stations viewers within each of those markets. the Providence, Rhode Island/New attract viewers through their Some of these advertisers are located in Bedford, Massachusetts DMA, programming and then sell advertising each of the DMA Markets and are trying combining the three stations that time to businesses wanting to advertise to reach consumers that live in that Defendants operate would give Media their products to those television specific market; others are regional or General approximately 83 percent of all viewers. Advertisers purchase broadcast national businesses wanting to target television station gross advertising television spot advertising to target consumers in a specific area. revenues in that DMA. Finally, in the potential customers in specific DMAs. Advertising on television stations Green Bay/Appleton, Wisconsin DMA, Spot advertising differs from network outside each of the DMA Markets is not combining the three stations that and syndicated television advertising, an alternative for either local, regional, Defendants operate would give Media which are sold on a nationwide basis by or national advertisers, because signals General approximately 59 percent of all major television networks and by from television stations outside each of television station gross advertising producers of syndicated programs and the DMA Markets reach relatively few revenues in that DMA. In addition to are broadcast in every market area in viewers within each of those DMAs. increasing Media General’s share of which the network or syndicated Thus, advertising on those stations broadcast television spot advertising program is aired. outside a DMA does not reach a revenue in each of the DMA Markets, Broadcast television spot advertising significant number of potential the proposed acquisition would increase possesses a unique combination of customers within the DMA. substantially its concentration in each of attributes that sets it apart from the DMA Markets. advertising using other types of media. 3. Harm to Competition in Each of the Using the Herfindahl-Hirschman Television combines sight, sound, and DMA Markets Index (‘‘HHI’’), a standard measure of motion, thereby creating a more The Complaint alleges that the market concentration (defined and memorable advertisement. Broadcast proposed acquisition likely would explained in Appendix A to the television spot advertising generally lessen competition substantially in Complaint), the post-acquisition HHI in reaches the largest percentage of interstate trade and commerce, in each of the DMA Markets would be over potential customers in a targeted violation of Section 7 of the Clayton 2500 with an increase in the HHI of geographic area and is therefore Act, 15 U.S.C. 18, and likely would have more than 500 points in each of those especially effective in introducing, the following effects, among others: markets. Under the Horizontal Merger establishing, and maintaining a (a) Competition in the sale of Guidelines issued by the Department of product’s image. broadcast television spot advertising in Justice and Federal Trade Commission, Because of this unique combination of each of the DMA Markets would be mergers resulting in highly concentrated attributes, broadcast television spot lessened substantially; markets (with an HHI in excess of 2500) advertising has no close substitute for a (b) competition between Media with an increase in the HHI of more significant number of advertisers. Spot General broadcast television stations than 200 points are presumed to be advertising on subscription television and LIN broadcast television stations in likely to enhance market power. channels and internet-based video the sale of broadcast television spot The transaction also combines advertising lack the same reach; radio advertising in each of the DMA Markets stations that are close substitutes and spots lack the visual impact; and would be eliminated; and vigorous competitors in a product newspaper and billboard ads lack sound (c) the prices for spot advertising time market with limited alternatives. In each and motion, as do many internet search on broadcast television stations in each of the DMA Markets, Defendants have engine and Web site banner ads. of the DMA Markets likely would broadcast stations that are affiliated Through information provided during increase. with the major national television individualized price negotiations, Both Defendants own and operate networks, ABC, CBS, NBC, and FOX. stations can readily identify advertisers network-affiliated broadcast television Their respective affiliations with those with strong preferences for using stations in each of the DMA Markets. networks, and their local news broadcast television spot advertising The acquisition, by eliminating LIN as operations, provide Defendants’ stations and ultimately can charge different a separate competitor and combining its with a variety of competing advertisers different prices. operations with Media General, would programming options that are often each Consequently, a small but significant allow the combined entity to increase its other’s next-best or second-best price increase in broadcast television market share of the broadcast television substitutes for viewers and advertisers. spot advertising is unlikely to cause spot advertising and revenues in each of Currently, Defendants’ stations that enough advertising customers to switch the DMA Markets. In the Mobile, overlap in the same DMA Market advertising purchases to other media to Alabama/Pensacola, Florida DMA, compete for the business of local, make the price increase unprofitable. combining the three stations that regional, and national firms seeking to Defendants operate would give Media advertise on broadcast television 2. The Relevant Markets General approximately 54 percent of all stations. Advertisers benefit from this The Complaint alleges that each of the television station gross advertising competition. Thus, the proposed DMA Markets constitutes a relevant revenues in that DMA. In the acquisition is likely to eliminate this geographic market for purposes of Birmingham, Alabama DMA, combining head-to-head competition and therefore, analyzing this acquisition under Section the two stations that Defendants operate could enable Defendants to raise prices 7 of the Clayton Act. A.C. Nielsen would give Media General for broadcast spot advertising.

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4. Lack of Countervailing Factors Sinclair Broadcast Group: WJAR, provide financing or guarantees for The Complaint alleges that entry or located in Providence, Rhode Island, financing; local marketing agreements, expansion in each of the DMA Markets’ WLUK–TV and WCWF, both located in joint sales agreements, or any other television spot advertising market Green Bay, Wisconsin, and WTGS, cooperative selling arrangements; 2 would not be timely, likely, or sufficient located in Savannah, Georgia. The shared services agreements; and to prevent any anticompetitive effects. United States has approved each of agreements to jointly conduct any New entry is unlikely since any new these divestitures in order to provide business negotiations with the station would require an FCC license, greater certainty and efficiency in the Acquirers with respect to any of the which is difficult to obtain. Even if a divestiture process. Defendants must Divestiture Stations. This shared new station became operational, take all reasonable steps necessary to services prohibition does not preclude commercial success would come over a accomplish the divestiture quickly. If agreements limited to helicopter sharing period of many years. The number of Defendants do not sell the assets to the and stock video pooling in the forms 30-second spots available at a station is approved buyers, they shall cooperate that are customary in the industry. It generally fixed, and additional slots with prospective purchasers to also does not preclude other non-sales- cannot be created. Adjusting accomplish the divestiture related agreements approved in advance programming in response to a pricing expeditiously to other Acquirers in such by the United States in its sole change is difficult and time-consuming. a way as to satisfy the United States in discretion. These limited exceptions do Programming schedules are complex its sole discretion that the Divestiture not permit Defendants to enter into and carefully constructed, and Stations can and will be operated by a broad news-sharing agreements with television stations often have multi-year purchaser as a viable, ongoing business respect to any of the Divestiture contractual commitments for individual that can compete effectively in the Stations. The United States in its sole relevant market. shows or are otherwise committed to discretion may approve in writing of The ‘‘Divestiture Assets’’ are defined programming provided by their any transition services agreement that in Paragraph II.O of the proposed Final affiliated network. Accordingly, other may be necessary to facilitate the Judgment to include all assets continuous operations of the Divestiture television stations in each of the DMA principally devoted to and necessary for Markets could not readily increase their Assets until the Acquirers can provide the operation of the Divestiture Stations. such capabilities independently. The advertising capacity or change their These Divestiture Assets are essentially programming in response to a small but terms and conditions of any such the same assets that Defendants would transition services agreement shall be significant price increase by Media have operated under the Asset Purchase General. subject to the approval of the United Agreement. The assets include real States, in its sole discretion. These III. Explanation of the Proposed Final property, equipment, FCC licenses, transition services agreements will Judgment contracts, intellectual property rights, allow each of the Divestiture Stations to The divestiture requirement of the programming materials, and customer continue its operations as an lists maintained by Media General or proposed Final Judgment will eliminate independent, ongoing, economically LIN in connection with each of the the anticompetitive effects of the viable, and active competitor in the Divestiture Stations. These do not transaction in each of the DMA Markets broadcast television spot advertising include assets that are not principally by maintaining the Divestiture Stations business. devoted to or necessary for the as independent, economically viable operation of each of the Divestiture Defendants are required to take all competitors.1 The proposed Final Stations, but are used to support steps reasonably necessary to Judgment requires Defendants to make multiple stations. Thus, Media General accomplish the divestitures quickly and the following divestitures: To Hearst will be able to retain back-office systems to cooperate with prospective Television: WVTM–TV, located in or other assets and contracts used to purchasers. Because transferring the Birmingham, Alabama and WJCL, support multiple broadcast television broadcast license for each of the located in Savannah, Georgia; to stations, and which an Acquirer with Divestiture Stations requires FCC Meredith Corporation: WALA–TV, experience operating broadcast approval, Defendants are specifically located in Mobile, Alabama; and to television stations can supply for itself. required to use their best efforts to To ensure that each of the Divestiture obtain all necessary FCC approvals as 1 The United States’ evaluation of the merger of expeditiously as possible. The Media General and LIN concerned the likely Stations is operated as an independent, competitive effects of the merger, and did not economically viable competitor after the divestiture of each of the Divestiture consider whether pre-existing agreements among divestitures, Section XI of the proposed Stations must occur within ninety (90) participants in the DMA Markets might restrain Final Judgment prohibit Defendants calendar days after the filing of the Hold competition. For instance, the United States is Separate in this matter or five (5) aware that, before Defendants entered their from entering into any agreements agreement to merge, LIN had a pre-existing local during the term of the Final Judgment calendar days after notice that the Court marketing agreement (LMA) in Providence with the that create a long-term relationship with has entered the Final Judgment, owner of the Fox affiliate. Following the any of the Acquirers of the Divestiture whichever is later, subject to divestitures required under the proposed Final Defendants’ receipt of any necessary Judgment, Media General will replace LIN under Stations after the divestitures are the LMA. Because the United States has not completed. Examples of prohibited FCC order pertaining to the divestiture. investigated the competitive effects of these agreements include options to The United States, in its sole discretion, agreements as part of its evaluation of the merger, repurchase or assign interests in any of may agree to one or more extensions of the proposed Final Judgment does not address the Divestiture Stations; agreements to this time period not to exceed sixty (60) them. We understand, however, that LMAs or other calendar days in total, and shall notify agreements in these markets may be subject to the requirements established in the Federal 2 Vaughan Acquisition LLC owns certain equity the Court in such circumstances. If FCC Communications Commission’s Report and Order interests in WTGS, and Defendant LIN holds an applications to assign or transfer in its 2014 Quadrennial Regulatory Review—Review option to purchase Vaughan’s equity interests in licenses to the Acquirers of the of the Commission’s Broadcast Ownership Rules WTGS. LIN and Vaughan have entered into an Divestiture Stations have been filed and Other Rules Adopted Pursuant to Section 202 Option Exercise Agreement pursuant to which LIN of the Telecommunications Act of 1996, MB Docket will exercise its option for Sinclair’s benefit upon within the period permitted for No. 14–50, FCC 14–28 (Apr. 15, 2014). consummation of Media General’s merger with LIN. divestiture, but an order or other

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dispositive action by FCC on such Judgment within which any person may the proposed Final Judgment ‘‘is in the applications has not been issued before submit to the United States written public interest.’’ 15 U.S.C. 16(e)(1). In the end of the period permitted for comments regarding the proposed Final making that determination, the court, in divestiture, the period shall be extended Judgment. Any person who wishes to accordance with the statute as amended with respect to divestiture of the comment should do so within sixty (60) in 2004, is required to consider: Divestiture Stations for which no FCC days of the date of publication of this (A) The competitive impact of such order has issued until five (5) days after Competitive Impact Statement in the judgment, including termination of alleged such order is issued. Federal Register, or the last date of violations, provisions for enforcement and If the divestitures do not occur within publication in a newspaper of the modification, duration of relief sought, the prescribed timeframe in Section VI summary of this Competitive Impact anticipated effects of alternative remedies (A) of the proposed Final Judgment, the Statement, whichever is later. All actually considered, whether its terms are proposed Final Judgment provides that comments received during this period ambiguous, and any other competitive the Court, upon application of the considerations bearing upon the adequacy of will be considered by the U.S. such judgment that the court deems United States, will appoint a Divestiture Department of Justice, which remains necessary to a determination of whether the Trustee selected by the United States to free to withdraw its consent to the consent judgment is in the public interest; sell any of the Divestiture Stations that proposed Final Judgment at any time and have not been divested. The Defendants prior to the Court’s entry of judgment. (B) the impact of entry of such judgment will pay all costs and expenses of the The comments and the response of the upon competition in the relevant market or Divestiture Trustee. The Divestiture United States will be filed with the markets, upon the public generally and Trustee’s commission will be structured Court. In addition, comments will be individuals alleging specific injury from the to provide an incentive for the violations set forth in the complaint posted on the United States Department including consideration of the public benefit, Divestiture Trustee based on the price of Justice, Antitrust Division’s internet if any, to be derived from a determination of obtained and the speed with which the Web site and, under certain the issues at trial. divestiture is accomplished. The circumstances, published in the Federal 15 U.S.C. 16(e)(1)(A) & (B). In Divestiture Trustee would file monthly Register. reports with the Court and the United Written comments should be considering these statutory factors, the States describing efforts to divest the submitted to: David C. Kully, Chief, court’s inquiry is necessarily a limited remaining stations. If the divestiture has Litigation III Section, Antitrust Division, one as the government is entitled to not been accomplished after six (6) United States Department of Justice, 450 ‘‘broad discretion to settle with the months, the Divestiture Trustee and the 5th Street NW., Suite 4000, Washington, defendant within the reaches of the public interest.’’ United States v. United States will make DC 20530. The proposed Final Judgment Microsoft Corp., 56 F.3d 1448, 1461 recommendations to the Court, which provides that the Court retains (D.C. Cir. 1995); see generally United shall enter such orders as appropriate, jurisdiction over this action, and States v. SBC Commc’ns, Inc., 489 F. to carry out the purpose of the trust. Defendants may apply to the Court for any order necessary or appropriate for Supp. 2d 1 (D.D.C. 2007) (assessing IV. Remedies Available to Potential the modification, interpretation, or public interest standard under the Private Litigants enforcement of the Final Judgment. Tunney Act); United States v. InBev Section 4 of the Clayton Act, 15 N.V./S.A., 2009–2 Trade Cas. (CCH) ¶ U.S.C. 15, provides that any person who VI. Alternatives to the Proposed Final 76,736, 2009 U.S. Dist. LEXIS 84787, has been injured as a result of conduct Judgment No. 08–1965 (JR), at *3, InBev N.V./S.A., prohibited by the antitrust laws may The United States considered, as an 2009–2 Trade Cas. (CCH) ¶ 76,736, 2009 bring suit in federal court to recover alternative to the proposed Final U.S. Dist. LEXIS 84787, No. 08–1965 three times the damages the person has Judgment, a full trial on the merits (JR), at *3, (D.D.C. Aug. 11, 2009) suffered, as well as costs and reasonable against Defendants. The United States (noting that the court’s review of a attorneys’ fees. Entry of the proposed could have continued the litigation and consent judgment is limited and only Final Judgment will neither impair nor sought preliminary and permanent inquires ‘‘into whether the government’s assist the bringing of any private injunctions against Media General’s determination that the proposed antitrust damage action. Under the acquisition of LIN. The United States is remedies will cure the antitrust provisions of Section 5(a) of the Clayton satisfied, however, that the divestiture violations alleged in the complaint was Act, 15 U.S.C. 16(a), the proposed Final of assets described in the proposed reasonable, and whether the mechanism to enforce the final judgment are clear Judgment has no prima facie effect in Final Judgment will preserve and manageable.’’).3 any subsequent private lawsuit that may competition for the sale of broadcast As the United States Court of Appeals television spot advertising in each of the be brought against Defendants. for the District of Columbia Circuit has DMA Markets. Thus, the proposed Final held, under the APPA a court considers, V. Procedures Available for Judgment would achieve all or among other things, the relationship Modification of the Proposed Final substantially all of the relief the United between the remedy secured and the Judgment States would have obtained through specific allegations set forth in the The United States and Defendants litigation, but avoids the time, expense, government’s complaint, whether the have stipulated that the proposed Final and uncertainty of a full trial on the decree is sufficiently clear, whether Judgment may be entered by the Court merits of the Complaint. after compliance with the provisions of enforcement mechanisms are sufficient, the APPA, provided that the United VII. Standard of Review Under the APPA for the Proposed Final Judgment 3 The 2004 amendments substituted ‘‘shall’’ for States has not withdrawn its consent. ‘‘may’’ in directing relevant factors for court to The APPA conditions entry upon the The Clayton Act, as amended by the consider and amended the list of factors to focus on Court’s determination that the proposed APPA, requires that proposed consent competitive considerations and to address Final Judgment is in the public interest. judgments in antitrust cases brought by potentially ambiguous judgment terms. Compare 15 U.S.C. 16(e) (2004) with 15 U.S.C. 16(e)(1) (2006); The APPA provides a period of at the United States be subject to a sixty- see also SBC Commc’ns, 489 F. Supp. 2d at 11 least sixty (60) days preceding the day comment period, after which the (concluding that the 2004 amendments ‘‘effected effective date of the proposed Final court shall determine whether entry of minimal changes’’ to Tunney Act review).

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and whether the decree may positively than in crafting their own decrees In its 2004 amendments, Congress harm third parties. See Microsoft, 56 following a finding of liability in a made clear its intent to preserve the F.3d at 1458–62. With respect to the litigated matter. ‘‘[A] proposed decree practical benefits of utilizing consent adequacy of the relief secured by the must be approved even if it falls short decrees in antitrust enforcement, adding decree, a court may not ‘‘engage in an of the remedy the court would impose the unambiguous instruction that unrestricted evaluation of what relief on its own, as long as it falls within the ‘‘[n]othing in this section shall be would best serve the public.’’ United range of acceptability or is ‘within the construed to require the court to States v. BNS, Inc., 858 F.2d 456, 462 reaches of public interest.’ ’’ United conduct an evidentiary hearing or to (9th Cir. 1988) (quoting United States v. States v. Am. Tel. & Tel. Co., 552 F. require the court to permit anyone to Bechtel Corp., 648 F.2d 660, 666 (9th Supp. 131, 151 (D.D.C. 1982) (citations intervene.’’ 15 U.S.C. 16(e)(2); see also Cir. 1981)); see also Microsoft, 56 F.3d omitted) (quoting United States v. U.S. Airways, 2014 U.S. Dist. LEXIS at 1460–62; United States v. Alcoa, Inc., Gillette Co., 406 F. Supp. 713, 716 (D. 57801, at *9 (indicating that a court is 152 F. Supp. 2d 37, 40 (D.D.C. 2001); Mass. 1975)), aff’d sub nom. Maryland not required to hold an evidentiary InBev, 2009 U.S. Dist. LEXIS 84787, at v. United States, 460 U.S. 1001 (1983); hearing or to permit intervenors as part *3. Courts have held that: see also U.S. Airways, 2014 U.S. Dist. of its review under the Tunney Act). [t]he balancing of competing social and LEXIS 57801, at *8 (noting that room The language wrote into the statute political interests affected by a proposed must be made for the government to what Congress intended when it enacted antitrust consent decree must be left, in the grant concessions in the negotiation the Tunney Act in 1974, as Senator first instance, to the discretion of the process for settlements (citing Microsoft, Tunney explained: ‘‘[t]he court is Attorney General. The court’s role in 56 F.3d at 1461); United States v. Alcan nowhere compelled to go to trial or to protecting the public interest is one of engage in extended proceedings which insuring that the government has not Aluminum Ltd., 605 F. Supp. 619, 622 breached its duty to the public in consenting (W.D. Ky. 1985) (approving the consent might have the effect of vitiating the to the decree. The court is required to decree even though the court would benefits of prompt and less costly determine not whether a particular decree is have imposed a greater remedy). To settlement through the consent decree the one that will best serve society, but meet this standard, the United States process.’’ 119 Cong. Rec. 24,598 (1973) whether the settlement is ‘‘within the reaches ‘‘need only provide a factual basis for (statement of Sen. Tunney). Rather, the of the public interest.’’ More elaborate concluding that the settlements are procedure for the public interest requirements might undermine the reasonably adequate remedies for the determination is left to the discretion of effectiveness of antitrust enforcement by consent decree. alleged harms.’’ SBC Commc’ns, 489 F. the court, with the recognition that the Supp. 2d at 17. court’s ‘‘scope of review remains Bechtel, 648 F.2d at 666 (emphasis sharply proscribed by precedent and the 4 Moreover, the court’s role under the added) (citations omitted). In nature of Tunney Act proceedings.’’ determining whether a proposed APPA is limited to reviewing the remedy in relationship to the violations SBC Commc’ns, 489 F. Supp. 2d at 11.5 settlement is in the public interest, a A court can make its public interest district court ‘‘must accord deference to that the United States has alleged in its Complaint, and does not authorize the determination based on the competitive the government’s predictions about the impact statement and response to public efficacy of its remedies, and may not court to ‘‘construct [its] own hypothetical case and then evaluate the comments alone. U.S. Airways, 2014 require that the remedies perfectly U.S. Dist. LEXIS 57801, at *9. match the alleged violations.’’ SBC decree against that case.’’ Microsoft, 56 Commc’ns, 489 F. Supp. 2d at 17; see F.3d at 1459; see also U.S. Airways, VIII. Determinative Documents also U.S. Airways, 2014 U.S. Dist. LEXIS 2014 U.S. Dist. LEXIS 57801, at *9 (noting that the court must simply There are no determinative materials 57801, at *16 (noting that a court should or documents within the meaning of the not reject the proposed remedies determine whether there is a factual foundation for the government’s APPA that were considered by the because it believes others are United States in formulating the preferable); Microsoft, 56 F.3d at 1461 decisions such that its conclusions regarding the proposed settlements are proposed Final Judgment. (noting the need for courts to be Dated: October 30, 2014 ‘‘deferential to the government’s reasonable; InBev, 2009 U.S. Dist. LEXIS Respectfully submitted, 84787, at *20 (‘‘the ‘public interest’ is predictions as to the effect of the /s/ lllllllllllllllll proposed remedies’’); United States v. not to be measured by comparing the violations alleged in the complaint Mark A. Merva * (D.C. Bar #451743) Archer-Daniels-Midland Co., 272 F. Anupama Sawkar, Trial Attorneys, Supp. 2d 1, 6 (D.D.C. 2003) (noting that against those the court believes could have, or even should have, been United States Department of Justice, the court should grant due respect to the Antitrust Division, Litigation III Section, United States’ prediction as to the effect alleged’’). Because the ‘‘court’s authority to review the decree depends entirely of proposed remedies, its perception of 5 See United States v. Enova Corp., 107 F. Supp. the market structure, and its views of on the government’s exercising its 2d 10, 17 (D.D.C. 2000) (noting that the ‘‘Tunney the nature of the case). prosecutorial discretion by bringing a Act expressly allows the court to make its public Courts have greater flexibility in case in the first place,’’ it follows that interest determination on the basis of the ‘‘the court is only authorized to review competitive impact statement and response to approving proposed consent decrees comments alone’’); United States v. Mid-Am. the decree itself,’’ and not to ‘‘effectively Dairymen, Inc., 1977–1 Trade Cas. (CCH) ¶ 61,508, 4 Cf. BNS, 858 F.2d at 464 (holding that the redraft the complaint’’ to inquire into at 71,980 (W.D. Mo. 1977) (‘‘Absent a showing of court’s ‘‘ultimate authority under the [APPA] is other matters that the United States did corrupt failure of the government to discharge its limited to approving or disapproving the consent not pursue. Microsoft, 56 F.3d at 1459– duty, the Court, in making its public interest decree’’); United States v. Gillette Co., 406 F. Supp. finding, should . . . carefully consider the 713, 716 (D. Mass. 1975) (noting that, in this way, 60. As this Court recently confirmed in explanations of the government in the competitive the court is constrained to ‘‘look at the overall SBC Communications, courts ‘‘cannot impact statement and its responses to comments in picture not hypercritically, nor with a microscope, look beyond the complaint in making order to determine whether those explanations are but with an artist’s reducing glass’’). See generally the public interest determination unless reasonable under the circumstances.’’); S. Rep. No. Microsoft, 56 F.3d at 1461 (discussing whether ‘‘the 93–298, 93d Cong., 1st Sess., at 6 (1973) (‘‘Where remedies [obtained in the decree are] so the complaint is drafted so narrowly as the public interest can be meaningfully evaluated inconsonant with the allegations charged as to fall to make a mockery of judicial power.’’ simply on the basis of briefs and oral arguments, outside of the ‘reaches of the public interest’ ’’). SBC Commc’ns, 489 F. Supp. 2d at 15. that is the approach that should be utilized.’’).

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450 Fifth Street NW., Suite 4000, their respective attorneys, have D. ‘‘Hearst’’ means Hearst Television Washington, DC 20530, Phone: 202– consented to the entry of this Final Inc., a Delaware corporation 616–1398, Facsimile: 202–514–7308, E- Judgment without trial or adjudication headquartered in New York, NY, its mail: [email protected] of any issue of fact or law, and without successor and assigns, and its * Attorney of Record this Final Judgment constituting any subsidiaries, divisions, groups, evidence against or admission by any affiliates, partnerships, and joint UNITED STATES DISTRICT COURT party regarding any issue of fact; ventures, and their directors, officers, AND WHEREAS, Defendants agree to managers, agents, and employees. FOR THE DISTRICT OF COLUMBIA be bound by the provisions of this Final E. ‘‘Meredith’’ means Meredith United States of America, Plaintiff, v. Judgment pending its approval by the Corporation, an Iowa corporation Media General, Inc., and LIN Media Court; headquartered in Des Moines, IA, its LLC, Defendants. AND WHEREAS, the essence of this successor and assigns, and its Case No. 1:14-cv-01823 Final Judgment is the prompt and subsidiaries, divisions, groups, Judge: Hon. Emmet G. Sullivan certain divestiture of certain rights or affiliates, partnerships, and joint Filed: 10/30/2014 assets by the Defendants to assure that ventures, and their directors, officers, competition is not substantially managers, agents, and employees. Certificate of Service lessened; F. ‘‘Sinclair’’ means Sinclair I, Mark A. Merva, hereby certify that AND WHEREAS, the United States Broadcast Group, Inc., a Maryland on October 30, 2014, I caused copies of requires Defendants to make certain corporation headquartered in Hunt the Complaint, Competitive Impact divestitures for the purpose of Valley, Maryland, its successor and Statement, Hold Separate Stipulation remedying the loss of competition assigns, and its subsidiaries, divisions, and Order, Proposed Final Judgment, alleged in the Complaint; groups, affiliates, partnerships, and joint and Plaintiff’s Explanation of Consent AND WHEREAS, Defendants have ventures, and their directors, officers, Decree Procedures to be served upon represented to the United States that the managers, agents, and employees. Defendants Media General, Inc. and LIN divestitures required below can and will G. ‘‘DMA’’ means Designated Market Media LLC. by mailing the documents be made and that Defendants will later Area as defined by A.C. Nielsen electronically to the duly authorized raise no claim of hardship or difficulty Company based upon viewing patterns legal representatives of Defendants as as grounds for asking the Court to and used by the Investing in Television follows: Counsel for Defendant Media modify any of the divestiture provisions BIA Market Report 2014 (1st edition). General, Inc.: Richard C. Park (D.C. Bar contained below; DMAs are ranked according to the #458426), Fried, Frank, Harris, Shriver NOW THEREFORE, before any number of households therein and are & Jacobson LLP, 801 17th Street NW., testimony is taken, without trial or used by broadcasters, advertisers, and Washington, DC 20006, Telephone: adjudication of any issue of fact or law, advertising agencies to aid in evaluating 202–639–7064, Facsimile: 202–639– and upon consent of the parties, it is television audience size and 7003, Email: richard.park@ ORDERED, ADJUDGED, AND composition. friedfrank.com. DECREED: H. ‘‘WVTM–TV’’ means the NBC- affiliated broadcast television station Counsel for LIN Media LLC: Deborah I. Jurisdiction A. Garza (D.C. Bar #359259), Covington located in the Birmingham, Alabama & Burling LLP, 1201 Pennsylvania This Court has jurisdiction over each DMA owned by Defendant Media Avenue NW., Washington, DC 20004, of the parties hereto and over the subject General. Telephone: 202–662–5146, Facsimile: matter of this action. The Complaint I. ‘‘WJCL’’ means the ABC-affiliated 202–778–5146, Email: [email protected]. states a claim upon which relief may be broadcast television station located in Respectfully submitted, granted against Defendants under the Savannah, Georgia DMA owned by Mark A. Merva * (D.C. Bar #451743), Section 7 of the Clayton Act, as Defendant LIN. Trial Attorney, United States amended, 15 U.S.C. 18. J. ‘‘WALA–TV’’ means the Fox- affiliated broadcast television station Department of Justice, Antitrust II. Definitions Division, Litigation III Section, 450 Fifth located in the Mobile, Alabama/ Street NW., Suite 4000, Washington, DC As used in this Final Judgment: Pensacola, Florida DMA owned by 20530, Phone: 202–616–1398, Facsimile: A. ‘‘Media General’’ means Defendant Defendant LIN. 202–514–7308, E-mail: Mark.Merva@ Media General, Inc., a Virginia K. ‘‘WJAR’’ means the NBC-affiliated usdoj.gov corporation headquartered in broadcast television station located in Richmond, Virginia, its successors and * Attorney of Record the Providence, Rhode Island/New assigns, and its subsidiaries, divisions, Bedford, Massachusetts DMA owned by UNITED STATES DISTRICT COURT groups, affiliates, partnerships, and joint Defendant Media General. ventures, and their directors, officers, FOR THE DISTRICT OF COLUMBIA L. ‘‘WLUK–TV’’ means the Fox- managers, agents, and employees.‘ affiliated broadcast television station United States of America, Plaintiff, v. B. ‘‘LIN’’ means Defendant LIN Media located in the Green Bay/Appleton, Media General, Inc., and LIN Media LLC, a Delaware corporation Wisconsin DMA owned by Defendant LLC, Defendants. headquartered in Austin, Texas, its LIN. Case No. 1:14-cv-01823 successors and assigns, and its M. ‘‘WCWF’’ means the CW-affiliated Judge: Hon. Emmet G. Sullivan subsidiaries, divisions, groups, broadcast television station located in Filed: 10/30/2014 affiliates, partnerships, and joint the Green Bay/Appleton, Wisconsin ventures, and their directors, officers, DMA owned by Defendant LIN. Proposed Final Judgment managers, agents, and employees. N. ‘‘WTGS’’ means the Fox-affiliated WHEREAS, plaintiff, the United C. ‘‘Acquirer’’ means Hearst broadcast television station located in States of America filed its Complaint on Television Inc., Meredith Corporation, the Savannah, Georgia DMA. October 30, 2014, and Defendant Media Sinclair Broadcast Group, Inc., or O. ‘‘Divestiture Assets’’ means all General, Inc. (‘‘Media General’’) and another entity to whom Defendants assets, tangible or intangible, principally Defendant LIN Media LLC (‘‘LIN’’), by divest any of the Divestiture Assets. devoted to and necessary for the

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operations of WVTM–TV, WJCL, in such circumstances. With respect to process except such information or WALA–TV, WJAR, WLUK–TV, WCWF, divestiture of the Divestiture Assets by documents subject to the attorney-client and WTGS as viable, ongoing Defendants or a Divestiture Trustee privilege or work-product doctrine; and commercial broadcast television appointed pursuant to Section V of this (4) Defendants shall make available stations, including, but not limited to, Final Judgment, if applications have such information to the United States at all real property (owned or leased) been filed with the FCC within the the same time that such information is principally devoted to and necessary for period permitted for divestiture seeking made available to any other person. the operation of the stations, all approval to assign or transfer licenses to D. Defendants shall provide the broadcast equipment, office equipment, the Acquirers of the Divestiture Assets, Acquirers and the United States office furniture, fixtures, materials, but an order or other dispositive action information relating to the personnel supplies, and other tangible property by the FCC on such applications has not involved in the operation and principally devoted to and necessary for been issued before the end of the period management of the applicable the operation of the stations; all permitted for divestiture, the period Divestiture Assets to enable the licenses, permits, authorizations, and shall be extended with respect to Acquirers to make offers of applications therefore issued by the divestiture of the Divestiture Assets for employment. Defendants shall not Federal Communications Commission which no FCC order has issued until interfere with any negotiations by the (‘‘FCC’’) and other government agencies five (5) days after such order is issued. Acquirers to employ or contract with related to the stations; all contracts Defendants agree to use their best efforts any employee of any Defendant whose (including programming contracts and to divest the Divestiture Assets as primary responsibility relates to the rights), agreements, network affiliation expeditiously as possible, including operation or management of the agreements, leases, and commitments using their best efforts to obtain all applicable Divestiture Assets being sold and understandings of Defendants necessary FCC approvals as by the Acquirers. principally devoted to and necessary for expeditiously as possible. This Final E. Defendants shall permit the the operation of the stations; all Judgment does not limit the FCC’s Acquirers of the Divestiture Assets to trademarks, service marks, trade names, exercise of its regulatory powers and have reasonable access to personnel and copyrights, patents, slogans, process with respect to the Divestiture to make inspections of the physical programming materials, and Assets. Authorization by the FCC to facilities of the applicable stations; promotional materials relating to the conduct the divestiture of a Divestiture access to any and all environmental, stations; all customer lists, contracts, Asset in a particular manner will not zoning, and other permit documents accounts, and credit records; and all modify any of the requirements of this and information; and access to any and logs and other records maintained by Final Judgment. all financial, operational, or other Defendants in connection with the B. The United States in its sole documents and information customarily stations. discretion may approve in writing of provided as part of a due diligence any transition services agreement that process. III. Applicability may be necessary to facilitate the F. Defendants shall warrant to the A. This Final Judgment applies to continuous operations of the Divestiture Acquirers that each Divestiture Asset Defendants, and all other persons in Assets until the Acquirers can provide will be operational on the date of sale. active concert or participation with any such capabilities independently. The G. Defendants shall not take any of them who receive actual notice of this terms and conditions of any such action that will impede in any way the Final Judgment by personal service or transition services agreement shall be permitting, operation, or divestiture of otherwise. subject to the approval of the United the Divestiture Assets. B. If, prior to complying with Sections States, in its sole discretion. H. Defendants shall warrant to the IV and V of this Final Judgment, C. In the event that Defendants are Acquirers that there are no material Defendants sell or otherwise dispose of attempting to divest assets related to defects in the environmental, zoning, or all or substantially all of their assets or WVTM–TV and WJCL to an Acquirer other permits pertaining to the of lesser business units that include the other than Hearst, assets related to operation of each asset, and that, Defendants’ Divestiture Assets, they WALA–TV to an Acquirer other than following the sale of the Divestiture shall require the purchaser to be bound Meredith, or assets related to WJAR, Assets, Defendants will not undertake, by the provisions of this Final WLUK–TV, WCWF, and WTGS to an directly or indirectly, any challenges to Judgment. Defendants need not obtain Acquirer other than Sinclair: the environmental, zoning, or other such an agreement from the Acquirers of (1) Defendants, in accomplishing the permits relating to the operation of the the assets divested pursuant to this divestitures ordered by this Final Divestiture Assets. Final Judgment. Judgment, promptly shall make known, I. Unless the United States otherwise by usual and customary means, the consents in writing, the divestitures IV. Divestitures availability of the Divestiture Assets not pursuant to Section IV, or by trustee A. Defendants are ordered and yet divested; appointed pursuant to Section V of this directed, within ninety (90) calendar (2) Defendants shall inform any Final Judgment, shall include the entire days after the filing of the Hold Separate person making inquiry regarding a Divestiture Assets and be accomplished Stipulation and Order in this matter or possible purchase of the applicable in such a way as to satisfy the United five (5) calendar days after notice of the Divestiture Assets that they are being States, in its sole discretion, that the entry of this Final Judgment by the divested pursuant to this Final Divestiture Assets can and will be used Court, whichever is later, to divest the Judgment and provide that person with by the Acquirers as part of a viable, Divestiture Assets to one or more a copy of this Final Judgment; ongoing commercial television Acquirers acceptable to the United (3) Defendants shall offer to furnish to broadcasting business. Divestiture of the States, in its sole discretion. The United all prospective Acquirers, subject to Divestiture Assets may be made to one States, in its sole discretion, may agree customary confidentiality assurances, or more Acquirers, provided that in to one or more extensions of this time all information and documents relating each instance it is demonstrated to the period not to exceed sixty (60) calendar to the applicable Divestiture Assets sole satisfaction of the United States days in total, and shall notify the Court customarily provided in a due diligence that the Divestiture Assets will remain

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

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required by Section IV or V of this Final that would jeopardize the divestiture X. Compliance Inspection Judgment. If the Divestiture Trustee is ordered by this Court. A. For the purposes of determining or responsible, it shall similarly notify IX. Affidavits securing compliance with this Final Defendants. The notice shall set forth Judgment, or of any related orders such the details of the proposed divestiture A. Within twenty (20) calendar days as any Hold Separate Stipulation and and list the name, address, and of the filing of the Complaint in this Order, or of determining whether the telephone number of each person not matter, and every thirty (30) calendar Final Judgment should be modified or previously identified who offered or days thereafter until the divestiture has vacated, and subject to any legally expressed an interest in or desire to been completed under Section IV or V recognized privilege, from time to time acquire any ownership interest in the of this Final Judgment, Defendants shall authorized representatives of the United Divestiture Assets, together with full deliver to the United States an affidavit States Department of Justice, including details of the same. consultants and other persons retained B. Within fifteen (15) calendar days of as to the fact and manner of their by the United States, shall, upon written receipt by the United States of such compliance with Section IV or V of this notice, the United States may request Final Judgment. Each such affidavit request of an authorized representative from Defendants, the proposed shall include the name, address, and of the Assistant Attorney General in Acquirer, any other third party, or the telephone number of each person who, charge of the Antitrust Division, and on Divestiture Trustee, if applicable, during the preceding thirty (30) reasonable notice to Defendants, be additional information concerning the calendar days, made an offer to acquire, permitted: proposed divestiture, the proposed expressed an interest in acquiring, (1) Access during Defendants’ office Acquirer, and any other potential entered into negotiations to acquire, or hours to inspect and copy, or at the Acquirers. Defendants and the was contacted or made an inquiry about option of the United States, to require Divestiture Trustee shall furnish any acquiring, any interest in the Divestiture Defendants to provide hard copies or additional information requested within Assets, and shall describe in detail each electronic copy of, all books, ledgers, fifteen (15) calendar days of the receipt contact with any such person during accounts, records, data, and documents of the request, unless the parties shall that period. Each such affidavit shall in the possession, custody, or control of otherwise agree. also include a description of the efforts Defendants, relating to any matters C. Within thirty (30) calendar days Defendants have taken to solicit buyers contained in this Final Judgment; and after receipt of the notice or within for and complete the sale of the (2) to interview, either informally or twenty (20) calendar days after the Divestiture Assets, including efforts to on the record, Defendants’ officers, United States has been provided the secure FCC or other regulatory employees, or agents, who may have additional information requested from approvals, and to provide required their individual counsel present, Defendants, the proposed Acquirer, any information to prospective Acquirers, regarding such matters. The interviews third party, and the Divestiture Trustee, including the limitations, if any, on shall be subject to the reasonable whichever is later, the United States such information. Assuming the convenience of the interviewee and shall provide written notice to information set forth in the affidavit is without restraint or interference by Defendants and the Divestiture Trustee, true and complete, any objection by the Defendants. if there is one, stating whether or not it United States to information provided B. Upon the written request of an objects to the proposed divestiture. If by Defendants, including limitations on authorized representative of the the United States provides written information, shall be made within Assistant Attorney General in charge of notice that it does not object, the fourteen (14) calendar days of receipt of the Antitrust Division, Defendants shall divestiture may be consummated, such affidavit. submit written reports or responses to subject only to Defendants’ limited right written interrogatories, under oath if B. Within twenty (20) calendar days requested, relating to any of the matters to object to the sale under Section V(C) of the filing of the Complaint in this of this Final Judgment. Absent written contained in this Final Judgment as may matter, Defendants shall deliver to the be requested. notice that the United States does not United States an affidavit that describes object to the proposed Acquirer or upon C. No information or documents in reasonable detail all actions obtained by the means provided in this objection by the United States, a Defendants have taken and all steps divestiture proposed under Section IV section shall be divulged by the United Defendants have implemented on an States to any person other than an or Section V shall not be consummated. ongoing basis to comply with Section Upon objection by Defendants under authorized representative of the VIII of this Final Judgment. Each such executive branch of the United States, Section V(C), a divestiture proposed affidavit shall also include a description under Section V shall not be except in the course of legal proceedings of the efforts Defendants have taken to to which the United States is a party consummated unless approved by the complete the sale of the Divestiture Court. (including grand jury proceedings), or Assets, including efforts to secure FCC for the purpose of securing compliance VII. Financing or other regulatory approvals. with this Final Judgment, or as Defendants shall deliver to the United Defendants shall not finance all or otherwise required by law. States an affidavit describing any any part of any purchase made pursuant D. If at the time information or changes to the efforts and actions to Section IV or V of this Final documents are furnished by Defendants outlined in Defendants’ earlier affidavits Judgment. to the United States, Defendants filed pursuant to this section within represent and identify in writing the VIII. Hold Separate fifteen (15) calendar days after the material in any such information or Until the divestitures required by this change is implemented. documents to which a claim of Final Judgment has been accomplished, C. Defendants shall keep all records of protection may be asserted under Rule Defendants shall take all steps necessary all efforts made to preserve and divest 26(c)(1)(g) of the Federal Rules of Civil to comply with the Hold Separate the Divestiture Assets until one year Procedure, and Defendants mark each Stipulation and Order entered by this after such divestiture has been pertinent page of such material, Court. Defendants shall take no action completed. ‘‘Subject to claim of protection under

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Rule 26(c)(1)(G) of the Federal Rules of filed with the Court, entry of this Final Comments, identified as ‘‘Docket No. Civil Procedure,’’ then the United States Judgment is in the public interest. DOL–2014–0009’’, may be submitted by shall give Defendants ten (10) calendar Date: any of the following methods: days notice prior to divulging such lllllllllllllllllllll Federal eRulemaking Portal: http:// material in any legal proceeding (other Court approval subject to procedures of www.regulations.gov. than a grand jury proceeding). Antitrust Procedures and Penalties Act, 15 The portal includes instructions for U.S.C. § 16 submitting comments. Parties XI. No Reacquisition or Other lllllllllllllllllllll submitting responses electronically are Prohibited Activities United States District Judge encouraged not to submit paper copies. Defendants may not (1) reacquire any [FR Doc. 2014–26886 Filed 11–12–14; 8:45 am] Facsimile (fax): OCFT at 202–693– part of the Divestiture Assets, (2) BILLING CODE P 4830. acquire any option to reacquire any part Mail, Express Delivery, Hand Delivery, of the Divestiture Assets or to assign the and Messenger Service (1 copy): Chanda Divestiture Assets to any other person, DEPARTMENT OF LABOR Uluca and Charita Castro at U.S. (3) enter into any local marketing Department of Labor, OCFT, Bureau of agreement, joint sales agreement, other Efforts by Certain Foreign Countries International Labor Affairs, 200 cooperative selling arrangement, or To Eliminate the Worst Forms of Child Constitution Avenue NW., Room S– shared services agreement, or conduct Labor 5317, Washington, DC 20210. other business negotiations jointly with Email: Email submissions should be AGENCY: The Bureau of International the Acquirers with respect to the addressed to both Chanda Uluca Labor Affairs, United States Department Divestiture Assets, or (4) provide ([email protected]) and Charita of Labor. financing or guarantees of financing Castro ([email protected]). ACTION: with respect to the Divestiture Assets, Notice: Request for information FOR FURTHER INFORMATION CONTACT: during the term of this Final Judgment. and invitation to comment. Chanda Uluca and Charita Castro (see The shared services prohibition does SUMMARY: This notice is a request for contact information above). not preclude Defendants from information and/or comment on the SUPPLEMENTARY INFORMATION: continuing or entering into agreements 2013 Findings on the Worst Forms of The Trade and Development Act of in a form customarily used in the Child Labor report (TDA report) issued 2000 (TDA), Public Law 106–200 (2000), industry to (1) share news helicopters or by the Bureau of International Labor established a new eligibility criterion for (2) pool generic video footage that does Affairs (ILAB) on October 7, 2014, receipt of trade benefits under the not include recording a reporter or other regarding child labor in certain foreign Generalized System of Preferences on-air talent, and does not preclude countries. The recently published TDA (GSP), Caribbean Basin Trade and Defendants from entering into any non- report assessed efforts by more than 140 Partnership Act (CBTPA), and Africa sales-related shared services agreement countries to reduce the worst forms of Growth and Opportunity Act (AGOA) or transition services agreement that is child labor and reported whether and the Andean Trade Preference Act/ approved in advance by the United countries made significant, moderate, Andean Trade Promotion and Drug States in its sole discretion. minimal, or no advancement. It also Eradication Act (ATPA/ATPDEA). XII. Retention of Jurisdiction suggested actions foreign countries can The TDA amended the GSP reporting take to eliminate the worst forms of requirements of Section 504 of the This Court retains jurisdiction to child labor through legislation, Trade Act of 1974, 19 U.S.C. 2464, to enable any party to this Final Judgment enforcement, coordination, policies and require that the President’s annual to apply to this Court at any time for social programs. This year’s report report on the status of internationally further orders and directions as may be introduced a new streamlined format for recognized worker rights include necessary or appropriate to carry out or country profiles to make it more user- ‘‘findings by the Secretary of Labor with construe this Final Judgment, to modify friendly and a better policy tool for respect to the beneficiary country’s any of its provisions, to enforce engagement. Relevant information will implementation of its international compliance, and to punish violations of be used by the Department of Labor commitments to eliminate the worst its provisions. (DOL) in preparation of its ongoing forms of child labor.’’ Title II of the TDA XIII. Expiration of Final Judgment reporting mandated under the Trade and the TDA Conference Report, Joint and Development Act of 2000. In Explanatory Statement of the Committee Unless this Court grants an extension, addition, ILAB will use relevant of Conference, 106th Cong.2d.Sess. this Final Judgment shall expire ten information to conduct assessments of (2000), indicate that the same criterion years from the date of its entry. each country’s advancement toward applies for the receipt of benefits under eliminating the worst forms of child XIV. Public Interest Determination CBTPA and AGOA, respectively. In labor during the current calendar year addition, the Andean Trade Preference Entry of this Final Judgment is in the compared to previous years. Act, as amended and expanded by the public interest. The parties have DATES: Submitters of information are Andean Trade Promotion and Drug complied with the requirements of the requested to provide their submission to Eradication Act, Public Law 107–210, Antitrust Procedures and Penalties Act, the Office of Child Labor, Forced Labor, Title XXXI (2002), includes as a 15 U.S.C. 16, including making copies and Human Trafficking (OCFT) at the criterion for receiving benefits available to the public of this Final email or physical address below by 5 ‘‘[w]hether the country has Judgment, the Competitive Impact p.m. January 15, 2015. implemented its commitments to Statement, and any comments thereon, To Submit Information: Information eliminate the worst forms of child labor and the United States’ responses to submitted to DOL should be submitted as defined in section 507(6) of the Trade comments. Based upon the record directly to OCFT, Bureau of Act of 1974.’’ before the Court, which includes the International Labor Affairs, U.S. DOL fulfills these reporting mandates Competitive Impact Statement and any Department of Labor, at (202) 693–4843 through annual publication of the U.S. comments and response to comments (this is not a toll free number). Department of Labor’s Findings on the

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