Federal Register / Vol. 78, No. 250 / Monday, December 30, 2013 / Notices 79485 reproduction cost) payable to the United Chief, Telecommunications and Media (‘‘FCC’’) rules prohibit Gannett from States Treasury. Section, Antitrust Division, Department owning Belo stations in five DMAs of Justice, 450 Fifth Street NW., Suite where Gannett already owns broadcast Maureen Katz, 7000, Washington, DC 20530 television stations or newspapers. To Assistant Section Chief, Environmental (telephone: 202–514–5621). comply with these ownership rules, Enforcement Section, Environment and Natural Resources Division. Gannett has entered into an Asset Patricia A. Brink, Purchase Agreement and other related [FR Doc. 2013–31199 Filed 12–27–13; 8:45 am] Director of Civil Enforcement. agreements with Sander Holdings Co., BILLING CODE 4410–15–P UNITED STATES DISTRICT COURT LLC, a wholly owned subsidiary of FOR THE DISTRICT OF COLUMBIA Sander, which would transfer ownership of six Belo stations in five DEPARTMENT OF JUSTICE UNITED STATES OF AMERICA, Department of Justice, Antitrust Division, 450 DMAs, including KMOV–TV in St. Antitrust Division 5th Street, NW., Suite 7000, Washington, Louis, to Sander. Sander will pay D.C. 20530, Plaintiff, v. GANNETT CO., INC., Gannett approximately $101 million for United States v. Gannett Co., Inc., Belo 7950 Jones Branch Drive, McLean, Virginia the six stations, significantly less than Corp., and Sander Media LLC; 22107, BELO CORP., 400 South Record their actual market value. The Proposed Final Judgment and Street, Dallas, Texas 75202, and SANDER agreements between Gannett and Sander Competitive Impact Statement MEDIA LLC, 28150 N. Alma School Parkway are mutually contingent on and #103, PBM 509, Scottsdale, Arizona 85262, intended to close simultaneously with Notice is hereby given pursuant to the Defendants. the merger between Gannett and Belo. Antitrust Procedures and Penalties Act, Case No. 1:13–cv–01984–RBW 2. Gannett owns and operates KSDK– 15 U.S.C. 16(b)–(h), that a proposed TV, the NBC affiliate in the St. Louis Judge: Reggie B. Walton Final Judgment, Stipulation, and DMA. As the owner and operator of that Competitive Impact Statement have Filed: 12/16/2013 station, Gannett sells KSDK–TV’s been filed with the United States COMPLAINT advertising time. Based on advertising District Court for the District of sales revenues, KSDK–TV is one of the Columbia in United States of America v. The United States of America, acting three largest commercial broadcast Gannett Co., Inc., Belo Corp., and under the direction of the Attorney television stations in St. Louis. Sander Media LLC, Civil Action No. General of the United States, brings this 3. Belo owns and operates KMOV–TV, 1:13–cv–01984. On December 16, 2013, civil action to enjoin the proposed the CBS affiliate in the St. Louis DMA. the United States filed a Complaint acquisition of Belo Corp. (‘‘Belo’’) by As the owner and operator of that alleging that Gannett’s proposed Gannett Co., Inc. (‘‘Gannett’’), and the station, Belo sells KMOV–TV’s acquisition of Belo, the sale of KMOV– simultaneous implementation of related advertising time. Based on advertising TV in St. Louis to Sander, and Sander’s agreements between Gannett and Sander sales revenues, KMOV–TV is one of the operation of KMOV–TV subject to Holdings Co. LLC, a wholly owned three largest commercial broadcast various agreements between Sander and subsidiary of Sander Media LLC television stations in St. Louis. Gannett would violate Section 7 of the (‘‘Sander’’), pursuant to which broadcast 4. Currently, Gannett’s KSDK–TV and Clayton Act, 15 U.S.C. 18, and Section television station KMOV–TV in St. Belo’s KMOV–TV vigorously compete 1 of the Sherman Act, 15 U.S.C. 1. The Louis, Missouri, along with certain for the business of local and national proposed Final Judgment, filed the same other broadcast television stations companies that seek to purchase local time as the Complaint, requires Gannett owned by Belo, will be transferred to spot advertisements on broadcast Co., Inc., Belo Corp., and Sander Media and operated by Sander (collectively television stations in St. Louis. This LLC to divest KMOV–TV. ‘‘the Transaction’’), and to obtain other competition benefits advertisers by Copies of the Complaint, proposed equitable relief. The Transaction likely reducing prices and improving the Final Judgment and Competitive Impact would lessen competition substantially quality of services advertisers receive Statement are available for inspection at and would restrain trade in the sale of from the stations. the Department of Justice, Antitrust broadcast television spot advertising in 5. Although Gannett will transfer Division, Antitrust Documents Group, the St. Louis Designated Market Area ownership of six stations to Sander, the 450 Fifth Street NW., Suite 1010, (‘‘DMA’’), which includes parts of agreements between Gannett and Sander Washington, DC, 20530 (telephone: Missouri and Illinois, in violation of include: (1) eight-year assignable option 202–514–2481), on the Department of Section 1 of the Sherman Act and agreements that permit Gannett to Justice’s Web site at http://justice.gov/ Section 7 of the Clayton Act, 15 U.S.C. reacquire any of the stations (should atr, and at the Office of the Clerk of the §§ 1 and 18. The United States alleges existing FCC prohibitions be eliminated) United States District Court for the as follows: or to transfer the options to a third District of Columbia. Copies of these party; (2) eight-year Shared Services materials may be obtained from the I. NATURE OF THE ACTION Agreements under which Gannett will Antitrust Division upon request and 1. Pursuant to the June 12, 2013, provide a variety of services to help payment of the copying fee set by Agreement and Plan of Merger, Gannett Sander operate the stations, excluding Department of Justice regulations. will acquire all outstanding stock of joint advertising sales and negotiation of Public comment is invited within 60 Belo for approximately $1.5 billion, retransmission consent rights in DMAs days of the date of this notice. Such with a total transaction value of $2.2 such as St. Louis where Gannett also has comments, including the name of the billion including assumed debt. Gannett television stations, in return for submitter, and responses thereto, will be owns 23 broadcast television stations substantial payments from Sander to posted on the U.S. Department of and numerous newspapers throughout Gannett; (3) a financing guarantee Justice, Antitrust Division’s internet the United States. Consummation of obligating Gannett to repay, should Web site, filed with the Court and, Gannett’s acquisition of Belo would give Sander default, the balance of the $101 under certain circumstances, published Gannett ownership of Belo’s 20 million loan Sander is obtaining to in the Federal Register. Comments broadcast television stations; however, purchase the stations; and (4) Joint Sales should be directed to Scott A. Scheele, Federal Communications Commission Agreements in DMAs where Gannett VerDate Mar<15>2010 17:15 Dec 27, 2013 Jkt 232001 PO 00000 Frm 00096 Fmt 4703 Sfmt 4703 E:\FR\FM\30DEN1.SGM 30DEN1 maindgalligan on DSK5TPTVN1PROD with NOTICES 79486 Federal Register / Vol. 78, No. 250 / Monday, December 30, 2013 / Notices owns newspapers but not television Section 12 of the Clayton Act, 15 U.S.C. television networks and producers of stations giving Gannett control of § 22, and 28 U.S.C. §§ 1391(b) and (c). syndicated programs on a nationwide advertising sales at these Sander basis and broadcast in every market III. THE DEFENDANTS stations. Together, these agreements where the network or syndicated give Gannett significant influence over 11. Gannett is a Delaware corporation, program is aired. Sander’s conduct in operating the with its headquarters in McLean, 15. Broadcast television spot stations, including KMOV–TV, and also Virginia. Gannett reported revenues of advertising possesses a unique diminish Gannett’s and Sander’s over $5.3 billion in 2012. Gannett owns combination of attributes that set it incentives to compete vigorously with 23 commercial broadcast television apart from advertising using other types each other in sales of broadcast stations in 19 markets in the United of media. Television combines sight, television advertising in St. Louis. States, as well as 82 daily newspapers sound, and motion, thereby creating a 6. If consummated, the Transaction in markets throughout the United States. more memorable advertisement. would result in Gannett owning one of The broadcast television stations that Moreover, of all media, broadcast the top three commercial broadcast Gannett owns include KSDK–TV, the television spot advertising reaches the television stations in St. Louis and NBC affiliate in St. Louis, Missouri. largest percentage of all potential 12. Belo is a Delaware corporation, having significant influence over a customers in a particular target with its headquarters in Dallas, Texas. second top three station serving the geographic area and is therefore Belo reported revenues of over $714 same area. Together, KMOV–TV and especially effective in introducing and million in 2012. Belo owns 20 KSDK–TV have approximately a 50% establishing the image of a product. For commercial broadcast television stations market share of gross broadcast a significant number of advertisers, in 15 markets throughout the United television advertising revenues in the broadcast television spot advertising, States, including KMOV–TV, the CBS St. Louis DMA. The St. Louis Fox because of its unique combination of affiliate in St. Louis, Missouri. affiliate is the only significant attributes, is an advertising medium for 13. Sander is a Delaware limited which there is no close substitute. Other advertising competitor to those stations, liability company, with its headquarters while the next strongest stations, an media, such as radio, newspapers, or in Scottsdale, Arizona. Sander Holdings outdoor billboards, are not desirable ABC affiliate and a CW affiliate, are Co. LLC (‘‘Sander Holdings’’) is a much weaker.