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Tribune Media Company, formerly known as Tribune Company, was an American multimedia conglomerate headquartered in Chicago, Illinois.

Key Information

Through Tribune Broadcasting, Tribune Media was one of the largest television broadcasting companies, owning 39 television stations across the United States and operating three additional stations through local marketing agreements. It owned national basic cable channel/superstation WGN America, regional cable news channel Chicagoland Television (CLTV) and Chicago radio station WGN. Investment interests include the Food Network, in which the company had a 31% share.

Prior to the August 2014 spin-off of the company's publishing division into Tribune Publishing, Tribune Media was the nation's second-largest newspaper publisher behind the Gannett Company, with ten daily newspapers, including the Chicago Tribune, Los Angeles Times, Orlando Sentinel, Sun-Sentinel and The Baltimore Sun, and several commuter tabloids.

In 2007, investors bought the company, taking on substantial debt. The subsequent 2008 bankruptcy of Tribune Company was the largest bankruptcy in the history of the American media industry.[2] In December 2012 the Tribune Co. emerged from bankruptcy.[3] Tribune announced its sale to Hunt Valley, Maryland-based Sinclair Broadcast Group on May 8, 2017, but on August 9, 2018, Tribune cancelled the sale and sued Sinclair for breach of contract. On December 3, 2018, Nexstar Media Group announced that it would merge with Tribune Media for $4.1 billion. Within Nexstar, Tribune Media remains the license holder for all of the former Tribune stations retained directly by Nexstar after the Nexstar acquisition.[4] The largest broadcast merger in U.S. history was approved in 2019.[5]

History

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[edit]

The Tribune Company was founded on June 10, 1847 when the eponymous Chicago Daily Tribune published its first edition[6] in a one-room plant located at LaSalle and Lake Streets in downtown Chicago. The original press run consisted of 400 copies printed on a hand press. The Tribune constructed its first building, a four-story structure at Dearborn and Madison Streets, in 1869.[citation needed] The building was destroyed in the Great Chicago Fire of October 1871, along with most of the city. The Tribune resumed printing two days later with an editorial declaring "Chicago Shall Rise Again." Joseph Medill, a native Ohioan who acquired an interest in the Tribune in 1855, gained full control of the newspaper in 1874 and ran it until his death in 1899.[6]

Medill's two grandsons, cousins Robert R. McCormick and Joseph Medill Patterson, assumed leadership in 1911.[6] That same year, the Chicago Tribune's first newsprint mill opened[6] in Thorold, Ontario, Canada. The mill marked the beginnings of the Canadian newsprint producer later known as QUNO, in which Tribune held an investment interest until 1995.

Patterson established the company's second newspaper, the New York News in 1919.[6] Tribune's ownership of the New York City tabloid[6] was considered "interlocking" due to an agreement between McCormick and Patterson.

The paper launched a European edition during World War I.[6] To compete with the Saturday Evening Post and Collier's in 1924, the Tribune Company launched a weekly national magazine, Liberty, run by a subsidiary, McCormick-Patterson.[6]

Move into broadcasting

[edit]
Main article: Tribune Broadcasting

The company entered broadcasting in 1924 by leasing WDAP, one of Chicago's first radio stations. Tribune later changed the station's call letters to WGN, reflecting the Tribune's nickname, "World's Greatest Newspaper." WGN was purchased by the company in 1926 and went on to become prominent in the radio industry.[6]

In 1925, the company completed its new headquarters, the Tribune Tower. That same year, the company decided to fund the future Joseph Medill School of Journalism at Northwestern University.[6]

Liberty magazine eventually exceeded Collier's circulation, but lacked sufficient advertising and was sold in 1931. The Tribune's European edition was also cut. However, Tribune launched the Chicago Tribune-New York News Syndicate content syndication service in 1933.[6]

With the death of Joe Patterson's sister and owner of the Washington Times-Herald, Eleanor (Cissy) Patterson, in 1948, the Tribune Company purchased the paper and operated it until 1954, when the Times-Herald was absorbed by The Washington Post. Expecting a printer's strike in November 1948, the Tribune printed their paper early, mistakenly proclaiming "Dewey Defeats Truman" in the 1948 presidential election. Tribune entered the television industry then in its infancy, in 1948, with the establishment of WGN-TV in Chicago in April and WPIX in New York City in June of that year. In 1956, the Tribune Company purchased the Chicago American from William Randolph Hearst.[6]

In the 1960s, the company entered the booming Florida market, acquiring the Fort Lauderdale-based Gore Newspapers Company, owner of the Pompano-based Sun-Sentinel and Fort Lauderdale News in 1963 and the Sentinel-Star Company, owners of the Orlando Sentinel, in 1965. Also in 1963, the company purchased part of the defunct New York Mirror. The company increased its broadcast holdings with the acquisition of radio station WQCD-FM in New York City in 1964 and independent television station KWGN-TV in Denver in 1965. In 1967, the company began printing a tabloid serving suburban areas of Chicago, The Suburban Trib.[6]

The corporation was reorganized in 1968 by reincorporating under Delaware's General Corporation Law, ending its Illinois incorporation, splitting its stock by four for one and forming a separate subsidiary of the Chicago Tribune.[6]

The 1970s brought another decade of acquisitions for the company including the purchase of a Los Angeles shopper in 1973, which became the Los Angeles Daily News.[6] In 1973, the company began sharing stories among 25 subscribers via the newly formed news service, the Knight News Wire. By 1990, this service was known as KRT (Knight-Ridder/Tribune) and provided graphics, photo and news content to its member newspapers. When The McClatchy Company purchased Knight-Ridder Inc. in 2006,[7] KRT became MCT (McClatchy-Tribune Information Services), which was jointly owned by the Tribune Company and McClatchy.

The company stopped publishing the tabloid Chicago Today in 1974; the Tribune also began publishing all-day editions. An approval of changes to the Tribune bylaws in 1974 triggered a lawsuit by shareholders who saw this as a move towards taking the company public. The lawsuit by Josephine Albright – Joseph Patterson's daughter – and her son, Joseph Albright, was dismissed in 1979.[6]

The Tribune Company entered first-run television syndication in 1975 with the debut of the U.S. Farm Report. The Times-Advocate in Escondido, California was purchased by the company in 1977. In October 1978, United Video Satellite Group uplinked WGN-TV's signal to satellite, becoming a national "superstation", joining the ranks of WTCG (later WTBS, now WPCH-TV) in Atlanta and WWOR-TV in New York City. During 1978, the New York Daily News saw multiple employee strikes.[6]

In 1980, the Daily News added an afternoon edition to go head-to-head with the New York Post; this expansion failed, with the newspaper reverting to once-daily editions with the end of the afternoon edition in 1981. Also that year, the Independent Network News, an evening newscast intended for independent stations, was launched as the company's second syndicated television program, originating from WPIX. The New York Daily News was put up for sale in 1981, but a proposed deal fell through by 1982. In August of that year, Tribune purchased the Chicago Cubs Major League Baseball team from William Wrigley III.[6]

In 1981, all of Tribune's television stations, which were previously under the WGN Continental Broadcasting unit, were placed under the company's subsidiary Tribune Broadcasting Company. The following year, Tribune formed the Tribune Entertainment Company as a production subsidiary to produce the company's existing syndicated programs including the U.S. Farm Report, as well as newer shows.[6]

Public corporation

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In 1983, The Suburban Trib was replaced by zone editions of the Chicago Tribune. That October, the Tribune Company became a public firm, with the sale of 7.7 million shares at $26.75 a share. In 1985, Tribune Broadcasting acquired Los Angeles independent station KTLA from Kohlberg Kravis Roberts for a record $510 million. Because of the Federal Communications Commission's media cross-ownership regulations, which prohibit the ownership of a television station and newspaper in the same market, Tribune was forced to sell the Los Angeles Daily News. With the purchase of KTLA, Tribune became the fourth largest television station owner in the United States, behind the three major broadcast networks. The company acquired Newport News, Virginia newspaper, the Daily Press in 1986, but sold off the newspaper's co-owned cable television operations.

To counteract a possible hostile corporate takeover in 1987, the Tribune Company developed a plan that allowed shareholders the right to purchase additional preferred shares from a new series of stock in the event that a buyer acquired 10% of the company's common stock or a tender offer for the company. Shareholders also ratified a two-for-one stock split. Tribune Entertainment experienced success in 1987 with the launch of the syndicated daytime talk show Geraldo. In 1988, Tribune purchased five weekly papers based in Santa Clara County, California.[6] In the wake of a dispute with some of its labor unions, Tribune sold the Daily News to British businessman Robert Maxwell in 1991.[6]

With changes in the media industry due to greater public access to the internet in the 1990s, Tribune Publishing began to sell off some of its newspaper properties. Tribune Broadcasting steadily acquired additional stations during the decade, while Tribune itself launched two new divisions, Tribune Ventures and Tribune Education. In 1993, Tribune Broadcasting launched Chicagoland Television (CLTV), a 24-hour local cable news channel for the Chicago area.

Online editions of Tribune's newspapers were developed starting in 1995, with the Chicago Tribune's digital edition launching in 1996. Also in 1996, Tribune (holding a 20% interest) created a joint venture with American Online (which held an 80% interest) called Digital City, Inc. to set up a series of Digital City websites to provide interactive local news and information services. By 1997, Tribune Publishing had only four daily newspapers remaining in its portfolio: the Chicago Tribune, the Fort Lauderdale Sun-Sentinel, the Orlando Sentinel and the Daily Press. Tribune also set up its Tribune Ventures division to acquire stakes in newer media businesses. During the middle of that year, Tribune Ventures purchased interests in companies such as AOL (owning 4%), electronic payment specialist CheckFree Corporation (owning 5%), search engine company Excite, Inc. (owning 7%), Mercury Mail, Inc. (owning 13%), Open Market, Inc. (owning 6%), and Peapod LP (owning 13%). Also that year, the Orlando Sentinel and Time Warner Cable joined together to create the Orlando-based local cable news channel, Central Florida News 13. Tribune also purchased a 31% stake in the Food Network.[6]

The company began the 1990s with six television stations, but changes to federal radio and television ownership regulations allowed Tribune to expand its television station holdings over the next decade. Tribune Broadcasting purchased ten additional stations by 1997, six of them acquired through that year's purchase of Renaissance Broadcasting for $1.1 billion in cash.[8] Tribune purchased a 12.5% stake in The WB Television Network in August 1995; the company had ten of its 16 stations affiliated with the network (including five that were signed as charter affiliates through The WB's initial 1993 affiliation deal with Tribune). Tribune invested $21 million in The WB in March 1997, which increased its equity interest in the network to 21.9%.[6]

In November 1994, Tribune Broadcasting formed a partnership with several minority partners, including Quincy Jones, to form Qwest Broadcasting. Qwest operated as a separate company from Tribune (which owned stations in a few markets where Tribune had already owned stations, including WATL in Atlanta, which was operated alongside Tribune-owned WGNX);[9]

Tribune entered into a new business sector when it formed Tribune Education in 1993. The sector grew and provided high profit margins. Through 1996, Tribune used $400 million to purchase several publishers of education material: Contemporary Books, Inc., The Wright Group, Everyday Learning Corporation, Jamestown Publishers, Inc., Educational Publishing Corporation, NTC Publishing Group and Janson Publications. In 1996, this group was the number one publisher of supplemental education materials. Tribune Education acquired an 80.5% stake in mass market children's book publisher Landoll in 1997.[6]

In June 1998, Tribune entered into a trade with Emmis Communications to swap WQCD-FM to the latter company, in exchange for acquiring two Emmis-owned television stations (WXMI in Grand Rapids, Michigan and KTZZ in Seattle, Washington). It later traded WGNX in Atlanta to the Meredith Corporation in exchange for KCPQ-TV in Seattle in March 1999. Later that year, the station purchased WEWB in Albany, New York and WBDC in Washington, D.C. Tribune Interactive, Inc. was incorporated to handle all the various websites for its publishing, television and radio, and newspaper properties. During the 1999 fiscal year, Tribune racked up $1.47 billion in profits on total revenues of $2.92 billion, in part from gains made on the sale of some of its internet investments. In February 2000, Tribune acquired the remaining 67% interest in Qwest Broadcasting for $107 million, effectively adding two more stations to its roster, increasing its reach 27% of the country.[6]

In June 2000, Tribune acquired the Los Angeles–based Times Mirror Company in a US$8.3 billion merger transaction, the largest acquisition in the history of the newspaper industry, effectively doubling the size of Tribune's newspaper holdings.[10] The Times Mirror merger added seven daily newspapers to Tribune's existing publishing properties, including the Los Angeles Times, the Long Island-based Newsday, The Baltimore Sun and the Hartford Courant.[6] Through the deal, Tribune became the only media company that owned both newspapers and television stations in the three largest media markets of New York City, Los Angeles and Chicago,[6] as a result of cross-ownership waivers that were approved by the FCC.

Among other advantages from the merger, including various economies of scale, Tribune's newspapers could now effectively compete for national advertising, as it has grown to become the third largest newspaper group in the country. Tribune Media Net, the national advertising sales organization of Tribune Publishing, was established in 2000 to take advantage of the company's expanded scale and scope. By 2001, revenues had grown to $5.25 billion.[6] However, Tribune needed to pay down some of the debt that it accrued through the Times Mirror purchase; as a result, Tribune moved to sell various non-newspaper holdings operated by Times Mirror. Flight information provider Jeppesen Sanderson was sold to Boeing for $1.5 billion in October 2000. Also in October, the Institute for International Research purchased AchieveGlobal, a consulting and training firm for $100 million. Times Mirror Magazines was sold to Time, Inc. in November of that year for $475 million. Tribune divested its Tribune Education division to The McGraw-Hill Companies for $686 million in September 2000. After all these sales, Tribune still had $4 billion in long-term debt. Tribune started a joint venture with Knight-Ridder, CareerBuilder, that same year.[6]

After the 2001 September 11 attacks, the media sector suffered a greater decrease in advertising revenue. This forced a 10% reduction in staff companywide and a $151.9 million restructuring charge.[6]

In 2002 and 2003, Tribune Broadcasting bought four additional television stations, increasing its total television holdings to 26 stations, some of which were acquired via trades of the company's radio stations; this left its one-time radio flagship WGN (AM) in Chicago as the company's sole remaining radio station. Tribune Publishing purchased the monthly lifestyle publication Chicago from Primedia (now Rent Group) in August 2002. Hoy, a Spanish language newspaper owned by the company, expanded with the launch of local editions in Chicago (in September 2003) and Los Angeles (in March 2004).[6]

Tribune also launched daily newspapers targeting younger urban commuters, including the Chicago Tribune's RedEye edition in 2003, followed by an investment in AM New York.[6] That same year, Tribune pushed for the FCC to loosen its regulations barring cross-ownership of newspapers and broadcast outlets (television and/or radio) in a single market. Tribune would have to sell either a newspaper or television station in Los Angeles, New York City and Hartford while its combination of the Sun-Sentinel and WBZL-TV in Miami/Fort Lauderdale, Florida was given a temporary waiver. The FCC granted waivers for the other newspaper-television combinations in June 2003.[6]

In 2006, Tribune acquired the minority equity interest in AM New York, giving it full ownership of the newspaper. The company sold both Newsday and AM New York to Cablevision Systems Corporation in 2008.

Tribune's partnership in The WB ended in 2006, when the network was shut down – along with CBS Corporation-owned UPN – to create The CW Television Network, which was a joint venture between CBS and Warner Bros. and affiliated with several Tribune-owned stations;[11] Tribune did not maintain an ownership interest in the network.

Zell ownership

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On April 2, 2007, Chicago-based investor Sam Zell announced plans to buy out the Tribune Company for $34.00 a share, totalling $8.2 billion,[2] with the intent to take the company private. The deal was approved by 97% of the company's shareholders on August 21, 2007.[12] Privatization of the Tribune Company occurred on December 20, 2007 with termination of trading in Tribune stock at the close of the trading day.[13]

On December 21, 2007, Tribune and Oak Hill Capital Partners-controlled Local TV, LLC announced plans to collaborate in the formation of a "broadcast management company" (later named The Other Company).[14] On January 31, 2008, Tribune Company announced it would purchase real estate leased from TMCT, LLC, which included properties used by the Los Angeles Times, Newsday, Baltimore Sun and Hartford Courant. The company received an option to purchase the real estate for $175 million through the 2006 restructuring of TMCT, LLC.

In addition, Tribune announced the sale of Tribune Studios and related real estate in Los Angeles to private equity firm Hudson Capital, LLC, for $125 million. The parties also agreed to a five-year lease allowing its television station in the city, KTLA, to continue operating at the location through 2012.[15]

On April 28, 2008, Tribune completed an acquisition of real estate from TMCT Partnership.[16] On July 29, 2008, Cablevision Systems Corporation completed its purchase of Newsday from Tribune.[17]

On September 8, 2008, United Airlines lost (and almost regained) $1 billion in market value when an archived Chicago Tribune article from 2002 about United filing for bankruptcy appeared in the "most viewed" category on the South Florida Sun-Sentinel's website. Google News index's next pass found the link as new news. Income Security Advisors found the Google result to be new news, which was passed along to Bloomberg News where it became a headline (Tribune, which owns both papers, noted that one click on a story in non-peak hours could flag an article as "most viewed"[18]).

Bankruptcy reorganization

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On December 8, 2008, faced with a high debt load related to the company's privatization and a sharp downturn in newspaper advertising revenue, Tribune filed for Chapter 11 bankruptcy protection.[19] Company plans originally called for it to emerge from bankruptcy by May 31, 2010,[20] but the company would end up in protracted bankruptcy proceedings for another four years. With the company's overall debt totaling $13 billion, it was the largest bankruptcy in the history of the American media industry.[2]

On October 27, 2009, Thomas S. Ricketts purchased a majority ownership (95%) of the Chicago Cubs. The sale also included Wrigley Field and a 25% ownership stake in Comcast SportsNet Chicago, as part of a deal designed to help Tribune restructure.[21] In October 2010, Randy Michaels, who was appointed CEO after Zell's purchase of the company, was removed and replaced by an executive council. The New York Times had reported earlier in the month about his "outlandish, often sexual behavior" that he also exercised in his previous job at Clear Channel Communications.[22][23]

Public corporation second time

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On July 13, 2012, the Tribune Company received approval of a reorganization plan to allow the company to emerge from Chapter 11 bankruptcy protection in a Delaware bankruptcy court. Oaktree Capital Management, JPMorgan Chase and Angelo, Gordon & Co., which were the company's senior debt holders, assumed control of Tribune's properties upon the company's exit from bankruptcy on December 31, 2012.[24][25] Coincident with emergence from bankruptcy, company stock began trading as an over-the-counter security under the symbol TRBAA.[26] In December 2014, over-the-counter trading ended and the company's stock began trading on the New York Stock Exchange under the symbol TRCO.[26]

On February 26, 2013, it was reported that Tribune hired investment firms Evercore Partners and J.P. Morgan to oversee the sale of its newspapers.[27] On July 1, 2013, Tribune announced that it would purchase the 19 television stations owned by Local TV, LLC outright for $2.75 billion.[28] The FCC approved the acquisition on December 20,[29] and the sale was completed one week later on December 27.[30]

Tribune later announced its return to television production on March 19, 2013, with the relaunch of the production and distribution division as Tribune Studios (not to be confused with the former name of Los Angeles studio facility Sunset Bronson Studios).[31]

Split and subsequent transactions

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Main article: Tribune Publishing

On July 10, 2013, Tribune announced that it would split into two companies, spinning off the newspapers that were part of its publishing division into a separate company. Its broadcasting, digital media and other assets (including Tribune Media Services, which among others, provides news and features content for Tribune's newspapers) would remain with the Tribune Company.[32] The split came in the footsteps of similar spin-outs by News Corporation and Time Warner, which sought to improve the profitability of their properties by separating them from the struggling print industry.[33] On November 20, 2013, Tribune announced it would cut 700 jobs in its newspaper operations, citing falling advertising revenue.[34]

The split was finalized on August 4, 2014, with the publishing arm being spun out as Tribune Publishing, and the remainder of the company renamed Tribune Media.[33][35][36]

Aborted acquisition by Sinclair Broadcast Group

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Main article: Attempted acquisition of Tribune Media by Sinclair Broadcast Group

On February 29, 2016, Tribune Media announced that it would review various "strategic alternatives" to increase the company's value to shareholders, which include a possible sale of the entire company and/or select assets, or the formation of programming alliances or strategic partnerships with other companies, due to the decrease in its stock price since the Tribune Publishing spin-off and a $385 million revenue write-down for the 2015 fiscal year, partly due to original scripted programming expenditures for WGN America since it converted the cable network from a superstation in 2014.[37][38][39][40] In 2016, Tribune Media sold off real estate properties to net $409 million while authorizing $400 million in share repurchasing. In December 2016, Tribune Media sold Gracenote to Nielsen Holdings for $560 million;[41] Tribune planned to use the sale to pay down a debt of $3.5 billion. Cash on hand was expected to pay out $500 million in dividends in the first quarter of 2017.[41] In January 2017, Tribune Media announced that Peter Liguori would step down as President and CEO in March.[42]

On April 20, 2017, Bloomberg reported that Sinclair Broadcast Group was considering acquiring Tribune Media, contingent on plans by the FCC's new chairman, Ajit Pai, to reinstate the "UHF discount" (a policy which makes UHF stations only count half of their total audience towards the FCC's 39% market share cap), which had been removed by Tom Wheeler during the final months of the Obama administration. The stocks of both companies rose in value in the wake of these rumors. As was expected, the FCC reinstated the UHF discount; under adjusted calculations, the two companies only had a combined market share of 42%, meaning that the combined company would be required to divest stations in order to stay below the cap. However, there was only an 11% market overlap between Tribune and Sinclair's stations.[43][44]

On April 30, 2017, The Wall Street Journal reported that there were competing bids for Tribune from a partnership between 21st Century Fox and private equity firm Blackstone Group (under which Fox would contribute its existing station group into a joint venture with Blackstone), and Nexstar Media Group.[45][46][47][48] The Fox/Blackstone deal was being proposed as a defensive measure, due to concerns by 21st Century Fox over the number of Fox-affiliated stations Sinclair would control if it acquired Tribune Media.[49] However, The New York Times reported that Fox had not actually made a formal bid for Tribune Media.[49][50][51][52]

On May 8, 2017, Sinclair Broadcast Group officially announced its intent to acquire Tribune Media in a cash-and-stock deal valuing the company at $3.9 billion, plus the assumption of $2.7 billion in debt held by Tribune.[53]

The proposed sale resulted in concerns from various groups over the effects of the UHF discount on U.S. media; the Institute for Public Representation coalition filed a request for an emergency motion to stay the reinstatement of the UHF discount order pending a court challenge, echoing Wheeler's opinion that it was outdated and intended to trigger media consolidation.[54][55][56] On June 1, 2017, a federal appeals court issued a temporary administrative stay whilst evaluating the request,[57] and rejected it on June 15.[58][59]

On July 13, 2017, a Tribune Media shareholder, identified as Sean McEntire, filed a class-action lawsuit, seeking to halt Tribune's sale to Sinclair,[60][61] while former U.S. Securities and Exchange Commission (SEC) attorney Willie Briscoe has begun investigating Tribune's sale to Sinclair.[62] On that same date, another Tribune Media shareholder, identified in legal paperwork as Robert Berg, also filed a class-action lawsuit. The lawsuit accuses Sinclair and Tribune of withholding the details of the two companies' financial projections and the processes used in valuation analyses performed by their financial advisors. Additionally, the registration statement allegedly omits information about potential conflicts of interest concerning Tribune's board of directors and one of its financial advisors. Berg further claims that stockholders are entitled to "an accurate description" of the background of the deal, including processes used by the board to arrive at their decision to recommend the merger. Without this information, Berg argues, stockholders cannot determine whether they support the deal.[63] On July 18, 2017, a third Tribune Media shareholder, identified in legal paperwork as David Pill, also filed a class-action lawsuit which seeks to halt Sinclair's acquisition of Tribune.[64] On July 27, 2017, the law firm of Faruqi & Faruqi, LLP, filed a class-action lawsuit on behalf of Tribune Media shareholders who have been harmed by Tribune's and its board of directors' alleged violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 in connection with the proposed merger of the Company with Sinclair Broadcast Group, Inc.[65]

On October 19, 2017, the sale was approved by Tribune Media shareholders.[66][67][68][69][70]

On July 16, 2018, FCC chairman Ajit Pai was reported to have "serious concerns" about the merger and proposed a hearing before an administrative law judge.[71][72][73][74]

On August 9, 2018, Tribune decided to back out on the merger, and decided to sue Sinclair, alleging breach of contract.[75]

Acquisition by Nexstar Media Group

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In November 2018, sale rumors intensified again, with Byron Allen (founder of Entertainment Studios),[76][77] Ion Media (in partnership with Cerberus Capital Management and Hicks Equity Partners) having reported interest [78][79] and Nexstar Media Group reported as being a leading bidder.[80]

On December 3, 2018, Nexstar Media Group announced its intent to merge with Tribune Media for $6.4 billion and it will still be known as "Nexstar Media Group". The sale would give the company 216 stations in 118 markets, placing it just below the FCC's market cap of 39% of TV households. The sale price reflects a 45% increase in valuation over Sinclair's offer. Nexstar plans to divest some stations and "non-core" assets as part of the acquisition.[81][82][83]

On January 21, 2019, it was reported that Nexstar Media Group has agreed to merge with Tribune Media for about $4.1 billion in cash, making it the largest regional U.S. TV station operator and will take the Nexstar name.[84]

On August 1 of that year, the United States Department of Justice approved the deal.[85][5]

The sale was approved by the FCC on September 16,[86][87] and completed on September 19.[88][89][90]

Assets

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References

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Further reading

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[edit]
Revisions and contributorsEdit on WikipediaRead on Wikipedia

Tribune Media

View on Grokipedia
from Grokipedia
Tribune Media Company was an American multimedia corporation headquartered in , , focused on and operations following the restructuring of its predecessor, the Tribune Company. The company emerged from Chapter 11 bankruptcy in December 2012 after a leveraged buyout by real estate investor in 2007 led to over $13 billion in debt amid the and declining newspaper revenues. In August 2014, it spun off its publishing division into (later tronc), allowing Tribune Media to concentrate on its television assets, including ownership or operation of 42 local stations reaching approximately 50% of U.S. households and the national cable network . Under CEO Peter Kern, Tribune Media expanded its broadcast portfolio through acquisitions and relaunched with original programming to capitalize on shifting viewer habits away from traditional cable. A proposed $3.9 billion merger with in 2017 aimed to create the largest U.S. local TV owner but collapsed in August 2018 after regulatory scrutiny from the FCC and DOJ over antitrust concerns regarding , prompting Tribune to sue Sinclair for . Tribune Media was ultimately acquired by in September 2019 for $4.1 billion in cash (plus assumed debt), a deal requiring divestitures of stations in overlapping markets to address competition issues and establishing Nexstar as the nation's top local TV station operator. The company's trajectory highlighted the challenges of legacy media adaptation, marked by strategic pivots from print to broadcast amid economic pressures and regulatory oversight on consolidation.

History

Founding and Print Media Origins

The Chicago Daily Tribune, the foundational asset of what would become the Tribune Company, was established on June 10, 1847, by proprietors James Kelly, John E. Wheeler, and Joseph K. C. Forrest. The inaugural issue was printed in a one-room facility on the third floor of a building at Lake and LaSalle streets in , using a Washington hand-press that produced approximately 400 copies daily. Initially positioned as one of 's early daily newspapers amid competition from established titles, it emphasized straightforward news reporting but faced financial precarity from the outset, nearly collapsing by 1855 due to limited circulation and operational costs. In 1855, , a Canadian-born journalist with prior experience editing papers, partnered with Charles H. Ray and others to acquire a in the struggling Tribune, injecting capital and redirecting its editorial stance toward Whig and emerging Republican positions. Under Medill's influence, the paper advocated and supported Abraham Lincoln's presidential campaigns, gaining prominence through aggressive Civil War coverage that included battlefield dispatches and policy critiques. By 1858, it merged with the Democratic Press to form the Chicago Daily Press and Tribune, reverting to the Chicago Daily Tribune name in 1860; formal incorporation as the Tribune Company followed in 1861, solidifying its structure as a print-focused enterprise. Medill assumed full ownership by 1874, leveraging the Tribune's post-Great Chicago Fire (1871) resurgence—where it served as a key information hub amid the city's rebuilding—to expand operations, including introducing a edition during the war era that boosted readership. This era marked the Tribune's transition from a regional daily to a influential Midwestern voice, prioritizing empirical reporting on commerce, politics, and urban growth while maintaining in its , which relied on and subscription growth rather than partisan subsidies. The print-centric foundation laid the groundwork for subsequent acquisitions, such as stakes in other newspapers, though the core remained rooted in Chicago's journalistic ecosystem through the early .

Transition to Broadcasting

The Tribune Company's diversification into broadcasting began in 1924 with the acquisition of Chicago radio station WDAP (720 AM), which it renamed WGN—standing for "World's Greatest Newspaper," the slogan of its flagship —and relaunched under its ownership on June 1, 1924. This purchase, led by editor and publisher , marked an early foray into the emerging medium of radio, allowing the company to broadcast news, sports, and entertainment content tied to its print operations, including live coverage of Chicago Cubs games starting that year. Radio operations grew modestly in the ensuing decades, with WGN establishing itself as a powerhouse station amid federal regulations limiting ownership; by the , Tribune's broadcast revenue supplemented its print dominance but remained secondary to newspaper circulation, which exceeded 660,000 daily for the alone by 1925. The company's strategic pivot intensified post-World War II with the advent of television, launching (channel 9) in on June 5, 1948, as one of the market's inaugural commercial stations and capitalizing on FCC allocations for VHF channels. Expansion into television continued rapidly, with Tribune acquiring and launching WPIX-TV (channel 11) in later in 1948, securing a foothold in the nation's largest through a combination of construction permits and programming synergies with its print assets, such as shared news bureaus. These early broadcast ventures, constrained by the FCC's "multiple ownership" rules prohibiting common control of newspapers and stations in the same city until partial relaxations in the , nonetheless laid the foundation for Tribune's dual-media model, where radio and TV served as extensions of influence rather than standalone profit centers initially. By the , had become Chicago's leading independent station, broadcasting syndicated films, sports, and local fare, signaling broadcasting's evolution from novelty to core competency.

Mid-Century Expansion and Public Corporation

During the post-World War II era, Tribune Company expanded its broadcasting operations by launching , its flagship television station in , on April 5, 1948, which became one of the earliest commercial TV stations in the Midwest and a key affiliate for independent programming. This move capitalized on the burgeoning television market, with quickly establishing itself through local news, sports coverage, and syndicated content, contributing to the company's diversification beyond print media. In the 1950s, Tribune further broadened its print holdings by acquiring the Chicago American newspaper from the Hearst Corporation in 1956, integrating it into its Chicago operations and enhancing its local market dominance despite competition from tabloid-style journalism. The decade also saw internal leadership transitions following the death of longtime publisher in 1955, with Chesser Campbell assuming the presidency and steering the company toward steady growth amid rising advertising revenues from both newspapers and emerging broadcast outlets. The 1960s marked aggressive geographic expansion, particularly into the rapidly growing markets, as Tribune acquired the Sun-Sentinel in , in 1963, tapping into the state's population boom and tourism-driven economy. This was followed by the purchase of the Orlando Sentinel in 1965, solidifying Tribune's foothold in and enabling with broadcast properties. Concurrently, broadcasting growth included the 1960 acquisition of KDAL-TV (now KDLH) and KDAL-AM in , adding a duopoly in the , and the 1965 purchase of in , which expanded Tribune's network into the Rocky Mountain region. These moves diversified revenue streams, with television ad sales surging due to network affiliations and , while print circulation benefited from suburban migration trends. By the late , Tribune restructured as a Delaware in 1968, executing a 4-for-1 to facilitate further investments and signaling preparation for broader capital access. This period of expansion culminated in 1983 when Company went public, listing shares on the amid annual revenues nearing $2 billion, which provided capital for subsequent acquisitions while diluting family control inherited from the McCormick-Patterson trust. The public offering reflected the company's evolution from a regionally focused publisher to a conglomerate, though it introduced pressures that influenced later strategic decisions.

Sam Zell Acquisition and Debt-Laden Strategy

In April 2007, real estate investor Samuel Zell reached an agreement to acquire Tribune Company in a leveraged buyout valued at $8.2 billion, excluding the company's existing $5 billion in debt, for a total enterprise value of $13 billion. The transaction, approved by shareholders in August 2007 and completed on December 20, 2007, took Tribune private through an employee stock ownership plan (ESOP), with Zell serving as chairman and contributing $315 million in equity via a combination of cash, notes, and stock. The financing relied heavily on debt, with Tribune borrowing $7 billion initially to repurchase shares and an additional $4.2 billion later, pushing the post-acquisition debt to approximately $13 billion, including obligations to bondholders ($2 billion), a JP Morgan-led syndicate ($8.6 billion), and other creditors ($1.6 billion in seller notes). Zell's approach mirrored his successful deals, emphasizing high leverage to amplify returns on equity while using the ESOP for advantages, such as deducting payments and avoiding corporate-level taxes on operations. This saddled Tribune with annual debt service exceeding $800 million, far outpacing its cash flow from declining newspaper revenues amid a shift to . Zell anticipated generating value by divesting non-core assets, including a mandated sale of the Chicago Cubs baseball team to comply with debt covenants, and refocusing on amid print's woes; however, the strategy underestimated media sector cyclicality and over-reliance on , which fell sharply post-acquisition due to the . In 2009, Zell acknowledged the optimism in assuming Tribune's cash flows could sustain the leverage, calling the LBO a "mistake" as debt servicing consumed operational flexibility and forced asset sales at distressed values. Critics, including later lawsuits against banks, argued the financing terms—such as "payment-in-kind" toggles allowing deferred interest—exacerbated the imbalance between Tribune's mature but eroding assets and the aggressive debt pile.

Bankruptcy Filing and Reorganization

On December 8, 2008, Tribune Company and its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware, citing approximately $13 billion in total debt primarily stemming from the 2007 leveraged buyout led by Sam Zell. The filing was precipitated by a combination of unsustainable debt service obligations—exacerbated by an employee stock ownership plan that borrowed heavily to fund the acquisition—and a sharp decline in advertising revenues amid the 2008 financial crisis and structural shifts away from print media. The Chapter 11 proceedings, which lasted over four years, involved protracted negotiations among creditors, including senior lenders and bondholders, over the distribution of assets and claims related to the pre-bankruptcy leveraged transactions. A fourth amended joint plan of reorganization was confirmed by the bankruptcy court on July 23, 2012, transferring control to a group of senior creditors such as , Angelo Gordon & Co., and , while designating junior creditors and shareholders—many affiliated with the Zell-era —as largely impaired with minimal recovery. Tribune Company emerged from bankruptcy on December 31, 2012, with its debt load reduced to about $2.4 billion, including a new $1.1 billion senior secured and a $300 million asset-based facility, positioning the reorganized entity for potential future sale or IPO. The emergence included a new and executive leadership, with Hartenstein appointed as CEO, reflecting a shift toward cost-cutting and divestitures of non-core assets to stabilize operations in and amid ongoing industry disruption. Post-reorganization, the company retained its television stations and other media properties but faced lingering litigation over fraudulent conveyance claims tied to the 2007 buyout, which continued to burden stakeholders for years.

Post-Bankruptcy Public Relisting

Tribune Company completed its emergence from Chapter 11 protection on December 31, 2012, concluding a four-year reorganization process initiated by the filing. The confirmed plan distributed approximately 100 million shares of new Class A and Class B , plus warrants exercisable for additional shares, primarily to senior creditors who became the controlling shareholders. This equity issuance valued the reorganized company at around $3.5 billion in enterprise value, supported by $1.1 billion in new term loans and $300 million in facilities to fund operations post-bankruptcy. Trading of the company's shares resumed immediately after emergence, initially over-the-counter under the TRBAA, reflecting the transitional status following the cancellation of pre-bankruptcy equity held by former shareholders. Senior creditors such as , , and Angelo Gordon & Co. held dominant stakes, with Oaktree owning about 24% of the new shares. The OTC trading provided liquidity to these new owners while the company stabilized its , reduced from $13 billion to under $2 billion, and pursued asset monetization strategies. By mid-2014, as Tribune prepared to separate its publishing and operations, the broadcasting entity—rebranded as Tribune Media—transitioned to full listing on the under the ticker TRCO, effective following the August 2014 spin-off of . This relisting enhanced visibility and access to capital markets for the core television and syndication business, which represented the majority of the company's value at approximately $6 billion by late 2014. The move aligned with regulatory approvals for the tax-free spin-off and positioned Tribune Media for independent growth amid rising demand for local broadcast assets.

Spin-Offs, Merger Attempts, and Nexstar Acquisition

In July 2013, Tribune Company announced plans to separate its broadcasting and publishing operations into two independent publicly traded entities to unlock by allowing each to pursue distinct strategies. The publishing division, encompassing major newspapers such as the , , Baltimore Sun, and others, was spun off as Company, while the broadcasting assets formed Tribune Media Company. The spin-off was completed on August 4, 2014, with Tribune Media receiving a $275 million cash dividend from Tribune Publishing, enabling the broadcast-focused entity to reduce debt and concentrate on television operations. Tribune Media pursued expansion through mergers but encountered significant regulatory hurdles. On May 8, 2017, Sinclair Broadcast Group agreed to acquire Tribune Media for approximately $3.9 billion in a cash-and-stock deal valued at $6.6 billion including debt, which would have created the largest U.S. local TV station owner by coverage. The proposed transaction faced intense scrutiny from the Federal Communications Commission (FCC) over potential market concentration and Sinclair's planned divestitures of stations in overlapping markets, which regulators later deemed insufficient to mitigate antitrust concerns. Tribune Media terminated the agreement on August 9, 2018, citing Sinclair's failure to meet divestiture commitments and suing for a $1 billion breakup fee, alleging breach of contract; Sinclair countersued, but the deal collapsed amid the regulatory impasse. Following the Sinclair failure, Nexstar Media Group announced on December 3, 2018, a definitive agreement to acquire Tribune Media for $4.1 billion in cash, or $6.6 billion including debt, positioning Nexstar as the leading U.S. local broadcaster. The FCC approved the merger on September 16, 2019, after Nexstar committed to divesting 19 Tribune stations to address ownership limits, with the transaction closing on September 19, 2019, for a total enterprise value of $7.2 billion. Post-acquisition, Tribune Media's stations were integrated into Nexstar's portfolio, with the Tribune name retained for licensing purposes, marking the end of Tribune Media as an independent entity.

Business Operations

Television Station Portfolio

Tribune Media's television station portfolio encompassed 42 owned or operated stations across 33 U.S. markets, collectively reaching approximately 50 million households as of late 2018. This made it one of the largest local broadcasters, with a focus on mid-sized and major markets including New York, , , and . The stations generated revenue through network affiliations, production, and syndication, bolstered by Tribune's historical emphasis on independent and programming via . Affiliation agreements positioned Tribune as the leading group owner for Network, with 13 stations carrying its programming of youth-oriented dramas and sports. It also ranked as the top affiliate group with seven stations, airing games, animated comedies, and reality shows. Additional affiliations included (five stations), ABC, , and independents, diversified post-2013 acquisition of Local TV Holdings, which added and outlets without exceeding FCC ownership caps at the time.
AffiliationNumber of StationsNotable Examples
The CW13KTLA (, CA), WPIX (New York, NY), KDAF (, TX), WDCW ()
Fox7KTVI (St. Louis, MO), WJW (Cleveland, OH), KSWB (San Diego, CA), KTXL (Sacramento, CA)
CBS5WREG (Memphis, TN), WHNT (Huntsville, AL), WTVR (Richmond, VA)
Independent/OtherVariesWGN-TV (, IL), WGHP (Greensboro, NC)
The portfolio's structure emphasized duopolies in select markets, such as / in and /KPLR in , enabling cross-promotion and shared news operations for cost efficiency. Tribune prioritized local content, with stations like producing extensive sports coverage, including Chicago Cubs baseball until 2019. Regulatory divestitures during the aborted Sinclair merger and eventual Nexstar sale in 2019 altered some holdings, but the core portfolio underscored Tribune's shift from print to broadcast dominance.

Syndication and Content Distribution

Tribune Broadcasting initiated syndication activities in 1975 with the distribution of U.S. Farm Report, a weekly agricultural news program targeted at independent television stations. This marked the company's entry into first-run syndicated programming, expanding beyond its core station ownership to national content distribution. In 1982, Tribune formalized these efforts by creating as a dedicated for television production and syndication, handling the development and sale of original series to broadcasters nationwide. By 2001, the division was distributing nine syndicated series, encompassing roughly 15 hours of first-run and off-network content per week to stations and networks. Amid challenges in the declining first-run syndication market, ceased operations in December 2007, closing its distribution arm and laying off most personnel, with remaining programs transferred to alternative syndicators. Post-closure, Tribune Media pivoted content distribution toward its expanding station group, utilizing owned-and-operated outlets to deliver , , and acquired syndicated fare from third-party producers. The 2013 acquisition of 19 stations from Local TV Holdings for $2.725 billion significantly bolstered this model, establishing Tribune as the largest local TV owner by revenue and enhancing national content reach across 16 markets. This infrastructure supported over 254,000 hours of annually produced local programming by the mid-2010s, distributed via broadcast, cable superstations like , and emerging digital platforms. Tribune's stations cleared syndicated blocks from external suppliers, optimizing ad revenue through integrated sales across its portfolio.

Revenue Streams and Advertising Model

Tribune Media's revenue primarily derived from its portfolio of owned-and-operated television stations, supplemented by national programming distribution. The core streams encompassed advertising sales across local, national, and political categories, as well as retransmission consent fees negotiated with multichannel video programming distributors (MVPDs) such as cable and satellite providers. Additional contributions came from syndication of content, digital advertising, and carriage fees for the superstation . Advertising represented a foundational element of the company's model, with stations monetizing airtime through spot sales to local businesses for regional targeting and national via representation firms for broader campaigns. Core spot advertising—excluding political—faced secular declines due to and digital competition but remained stable in key markets, while political advertising provided cyclical boosts during election years. For instance, in the fourth quarter of 2018, political advertising surged by $150.5 million year-over-year, driving overall quarterly to $578.7 million. Full-year 2018 advertising revenues benefited from this, though core segments grew modestly by 1-2% in select periods amid broader industry pressures. Retransmission consent fees emerged as a high-margin growth area, compensating for eroding traditional ad dollars by securing payments for mandatory carriage of local broadcast signals. These agreements, renegotiated periodically, yielded increases of 12-23% in various quarters leading up to the company's 2019 acquisition by . In full-year 2018, retransmission revenues rose 14% to contribute significantly to the $2.01 billion total, reflecting Tribune's leverage from affiliations with major networks like ABC, , , and in top markets. Syndication and ancillary revenues, including content licensing to other broadcasters and digital extensions, provided diversification but formed a smaller share. WGN America's national distribution added carriage fees from non-local MVPDs alongside its own sales, though these were subject to similar market dynamics as local stations. Overall, the model emphasized affiliation strength and market scale to maximize per-subscriber fees and inventory pricing, with political cycles amplifying performance in even-numbered years.

Corporate Governance and Leadership

Key Executives and Management Shifts

Peter Liguori served as President and of Tribune Media from January 2013, following the company's emergence from and separation from , until his departure in March 2017. Liguori, with prior executive experience at Fox and Discovery Communications, oversaw a strategic refocus on television broadcasting amid declining print revenues and regulatory scrutiny on media ownership. In January 2017, Tribune Media announced Liguori's resignation effective at the end of March, citing a need to search for a successor amid ongoing merger discussions; board member Peter Kern assumed the role of interim CEO. This transition occurred shortly before the May 2017 announcement of a proposed $3.9 billion acquisition by , which ultimately collapsed in August 2018 due to antitrust concerns raised by the U.S. Department of Justice. Bruce Karsh, managing partner at Oaktree Capital Management—a major creditor that gained control post-bankruptcy—served as non-executive Chairman from 2012 until October 26, 2017, when he resigned without replacement as the Sinclair deal advanced toward regulatory review. Earlier management turbulence stemmed from the 2007 leveraged buyout by Sam Zell, which saddled Tribune Company with $13.8 billion in debt and prompted aggressive cost-cutting. Zell installed Randy Michaels, former Clear Channel CEO, as Chief Operating Officer in 2008 and de facto leader of broadcasting operations; Michaels resigned in October 2010 amid investigations into workplace misconduct allegations, including vulgar emails and hiring practices favoring personal connections over qualifications. An executive committee then managed the company through its December 2008 bankruptcy filing and 2012 reorganization, marking a shift from Zell-era executives to creditor-appointed leadership emphasizing deleveraging. Tribune Broadcasting President Larry Wert reported to Liguori post-2013, handling day-to-day station operations until the 2019 Nexstar acquisition.

Ownership Changes and Shareholder Dynamics

Upon emerging from bankruptcy on December 31, 2012, Tribune Media's ownership transitioned to its senior creditors, who converted holdings into equity stakes. emerged as the largest shareholder, controlling approximately 23% of the company, while Angelo Gordon & Co. and & Co. each held about 9%. These investors, primarily distressed funds, prioritized reduction and in the post- entity, which initially operated as a private company before its . By early , Oaktree, Angelo Gordon, and JPMorgan collectively owned roughly 39% of Tribune Media's 94.5 million outstanding Class A shares, exerting considerable influence over strategic decisions. In April of that year, these shareholders announced plans to divest a 25% stake through a secondary offering, aiming to realize gains and diversify amid the company's improving financial position. This move diluted their concentrated control, aligning with Tribune Media's shift toward broader public following its NYSE debut under the ticker TRCO in August 2014. Shareholder dynamics reflected the activist orientation of these major holders, particularly Oaktree, which leveraged its position to shape executive leadership. In February 2016, Oaktree orchestrated the abrupt departure of CEO Jack Griffin, citing performance shortfalls in a period of industry disruption, thereby installing more aligned with maximization. Such interventions underscored the creditor-shareholders' focus on cost-cutting and asset optimization over expansive growth, contrasting with pre-bankruptcy strategies under leveraged ownership. Institutional investors like these maintained board representation, fostering a governance model responsive to short-term returns amid volatile media revenues.

Controversies and Regulatory Challenges

Financial Mismanagement Under Zell

Samuel Zell completed the of Tribune Company on December 20, 2007, taking the company private in a transaction valued at approximately $8 billion, financed largely through $7 billion in new debt that increased Tribune's total leverage to around $13 billion. Zell's equity contribution was limited to $315 million, structured via an (ESOP) that repurchased shares at $34 each, a mechanism critics later argued facilitated excessive payouts to pre-buyout shareholders while burdening the company with unsustainable obligations. Post-acquisition, Zell's leadership emphasized aggressive cost-cutting and asset sales to service the debt, including attempts to divest the baseball team and , but these efforts yielded insufficient proceeds amid a deteriorating media advertising market and the . Tribune's revenue declined sharply due to falling print circulation and ad dollars, exacerbating the debt-to-EBITDA ratio, which soared beyond manageable levels; by mid-2008, the company reported operating losses and covenant breaches on its loans. Zell later acknowledged the deal as a "mistake," citing over-optimism about Tribune's cash flow generation in a shifting industry landscape. The leveraged structure proved catastrophic, leading Tribune to file for Chapter 11 bankruptcy on December 8, 2008, with $13 billion in liabilities against $7.6 billion in assets, marking one of the largest media bankruptcies in U.S. history. Creditors pursued fraudulent conveyance claims against Zell and executives, alleging the LBO transferred value improperly to shareholders via special dividends and fees totaling over $8 billion, resulting in a 2019 settlement where Zell and others contributed $200 million to the estate without admitting liability. Internal mismanagement allegations included a shift to short-term over journalistic investment, fostering a "bankrupt culture" of deferred maintenance and executive perks amid layoffs. Tribune emerged from in 2012 after shedding most through , but the Zell era's legacy persisted in prolonged litigation, including Zell's unsuccessful suit against former shareholders for allegedly inflating the buyout price. The episode underscored risks of highly leveraged media acquisitions, with Zell's expertise failing to adapt to cyclical revenues, prioritizing tax-advantaged ESOP mechanics over operational resilience.

Failed Sinclair Broadcast Group Merger

In May 2017, Sinclair Broadcast Group announced its intent to acquire Tribune Media for approximately $3.9 billion, or $43.50 per share in cash, a premium of over 25% above Tribune's recent trading averages. The deal, formalized via a merger agreement dated May 8, 2017, aimed to expand Sinclair's footprint by adding Tribune's 42 owned or operated stations, potentially reaching about 72% of U.S. television households through ownership or shared services agreements. Tribune shareholders approved the transaction on October 19, 2017. Regulatory approval proved challenging due to antitrust concerns under FCC rules limiting national audience reach to 39% of households, a cap Sinclair already approached via sidecar arrangements with third parties that afforded it control. To comply, Sinclair proposed divesting 23 stations in markets including New York, , and to entities like Cunningham Broadcasting—controlled by Sinclair's founders' family members—and Steven Fader, a close associate whose firm had business ties to Sinclair executives. These plans drew FCC scrutiny, as evidence emerged that Sinclair had misrepresented the independence of such divestitures; for instance, internal documents revealed Sinclair's continued operational influence post-sale, undermining claims of reduced concentration. On July 16, 2018, FCC Chairman designated the application for an administrative hearing, citing "serious concerns" over Sinclair's candor regarding divestiture details and potential circumvention of ownership limits. The highlighted discrepancies, such as Sinclair's to disclose full facts about station sales that preserved its effective control, violating FCC disclosure requirements. This stalled progress, as the hearing process could extend indefinitely, conflicting with the merger agreement's outside date for closing. Tribune terminated the agreement on August 9, , alleging Sinclair breached its obligation to use "reasonable best efforts" for prompt regulatory approval by submitting flawed divestiture plans and engaging in conduct that invited heightened scrutiny. filed a in Delaware Chancery Court seeking over $1 billion in termination fees and damages, claiming Sinclair's actions— including aggressive lobbying and inadequate station sales—torpedoed the deal. Sinclair countered that 's termination was unjustified and pursued its own claims, but the parties settled in January 2020 for $60 million paid by Sinclair to 's successor, . In 2020, the FCC imposed a $48 million fine on Sinclair for misrepresentations in the merger filings, confirming regulatory findings of incomplete disclosures on deals and divestiture intentions. The collapse redirected toward its eventual $6.4 billion acquisition by Nexstar in September 2019, after additional divestitures to address antitrust issues.

Antitrust Scrutiny and Government Intervention

In May , announced a $3.9 billion agreement to acquire , prompting reviews by the Department of Justice (DOJ) under Section 7 of the Clayton Antitrust Act for potential reductions in competition in local television advertising markets, and by the (FCC) for compliance with broadcast ownership limits and public interest standards. The DOJ scrutinized overlaps in designated market areas (DMAs) where the combined entity would control significant shares of Big Four affiliate stations, raising concerns about diminished competition for national spot advertising. Meanwhile, the FCC initially benefited from a 2017 reinstatement of the UHF discount, which reduced the effective audience reach calculation and allowed the deal to proceed under relaxed rules, but later designated the applications for an administrative hearing in July 2018 over questions of Sinclair's character qualifications due to prior regulatory violations and fines. Government intervention intensified as the FCC examined Sinclair's proposed divestitures of stations in overlapping markets, including arrangements with affiliated entities, which critics alleged were insufficient to alleviate and potentially illusory. Public and ional scrutiny, including from Democratic lawmakers, highlighted risks to viewpoint diversity in , though the core antitrust focus remained on economic rather than content bias. Sinclair revised its divestiture plans multiple times, but revelations of retained operational control through related-party deals led the FCC to question compliance with ownership caps, contributing to the deal's collapse; Tribune Media terminated the agreement on , 2018, citing Sinclair's failure to secure approvals despite regulatory hurdles. Subsequently, Tribune Media pursued a merger with , announced in December 2018 for approximately $6.4 billion including debt, which again drew DOJ antitrust review for overlaps in 11 of the top 20 , where the combined firm would exceed 15% audience share thresholds in Big Four network content licensing and . In July 2019, the DOJ required divestitures of 19 stations across affected markets to preserve , a condition accepted by the parties without litigation, enabling FCC approval and merger closure in September 2019. This intervention contrasted with the Sinclair case by resolving concerns through structural remedies rather than outright denial, reflecting calibrated enforcement to mitigate local market dominance while permitting consolidation.

Industry Impact and Legacy

Contributions to Media Consolidation

Tribune Company's acquisition of in June 2000 for $8.3 billion consolidated major newspaper holdings, forming the third-largest U.S. newspaper group by circulation and reducing independent ownership in key markets including and . This transaction integrated flagship properties like the [Los Angeles Times](/page/Los Angeles_Times) and Baltimore Sun under single ownership, exemplifying early 21st-century print media mergers driven by synergies in content distribution and cost efficiencies amid declining ad revenues. In broadcasting, Tribune expanded through targeted acquisitions, purchasing 19 stations from Local TV, LLC, in July 2013 for $2.725 billion, which increased its portfolio to 42 owned or operated stations reaching approximately 50 million households across major markets such as (WGN-TV), (KTLA), and New York (WPIX). This move enhanced Tribune Media's post-2014 spin-off from , concentrating control over local affiliates of networks like and , thereby amplifying in programming and advertising while narrowing the field of independent broadcasters. Tribune Media's role intensified with high-profile merger attempts that underscored consolidation pressures in local television. In May 2017, agreed to acquire for $6.6 billion, a deal that would have created the largest U.S. broadcaster with reach exceeding FCC ownership caps in multiple markets, prompting antitrust scrutiny from the Department of Justice and FCC over reduced viewpoint diversity and potential price hikes for viewers. Although terminated in August 2018 amid divestiture disputes and regulatory blocks, the proposal highlighted Tribune's position as a pivotal asset in efforts to aggregate stations for national leverage against cable providers. Ultimately, Nexstar Media Group's $4.1 billion acquisition of , announced in December 2018 and completed in September 2019, further entrenched consolidation by merging Tribune's assets into Nexstar's holdings, yielding a combined entity with 216 stations and over 30% national TV household reach—the largest in the industry. The U.S. Department of Justice mandated divestitures of 19 stations to address competitive harms, yet the transaction enabled Nexstar to dominate local ad markets and retransmission negotiations, reflecting Tribune's facilitation of structural shifts toward fewer, larger media owners.

Effects on Local Broadcasting and Content Diversity

Tribune Media's portfolio of 42 owned or operated television stations reached more than 50 million U.S. households, representing approximately 45% of the national total and underscoring the company's significant role in local consolidation. This scale facilitated efficiencies like centralized content production and resource sharing across affiliates, which empirical analyses have linked to sustained or improved local quality in group-owned stations compared to some independents, including more hours of programming and investigative reporting in certain markets. However, such concentration also centralized decision-making, often prioritizing cost savings and syndicated national content over uniquely local stories, contributing to a broader trend where consolidated correlates with reduced originality in coverage. Regulatory scrutiny of 's operations emphasized risks to localism—the FCC's policy goal of ensuring broadcasters address community-specific issues—positing that large groups like Tribune could erode tailored content by favoring uniform formats and shared feeds from hub stations. The company's 2017 merger attempt with , which aimed to combine stations reaching 72% of households, drew opposition for potentially amplifying these effects, including mandated "must-run" segments that critics said would homogenize viewpoints and undermine independent local . The deal's 2018 blockage by the FCC highlighted how Tribune's expansionist strategy exemplified tensions between operational synergies and the preservation of market-specific programming diversity. Consolidation under and similar entities has further constrained entry for smaller or minority-owned broadcasters, with minority stakes in commercial TV stations dropping to 2.8% amid ownership concentration that favors established players. While invested in digital extensions and maintained newsrooms in key markets, its model reflected causal pressures from debt loads and revenue shifts—exacerbated post-2007 —that incentivized cuts to local staff and programming in favor of profitable syndication, subtly diminishing content variety reflective of regional demographics and issues. These dynamics, evidenced in FCC ownership rule debates, illustrate how 's footprint advanced efficiency at the potential expense of robust, pluralistic local media ecosystems.

Post-Acquisition Integration into Nexstar

Nexstar Media Group completed its acquisition of Tribune Media on September 19, 2019, purchasing all outstanding shares for $46.69 per share in cash, inclusive of assumed debt, in a transaction valued at approximately $6.4 billion. The merger positioned Nexstar as the largest owner of local television stations in the United States, with operational control over roughly 197 stations across 115 markets following required divestitures. To comply with Federal Communications Commission ownership limits, Nexstar divested 19 Tribune stations in 15 markets to entities including TEGNA and E.W. Scripps for a total of $1.32 billion, with the sales announced in March 2019 and completed concurrently with the merger closing. Integration efforts emphasized operational synergies, with Nexstar projecting $160 million in annual cost savings and revenue enhancements in the first year post-closing, including $75 million from retransmission consent negotiations and $20 million from corporate overhead reductions. These targets were exceeded, yielding $185 million in realized synergies through the elimination of duplicative costs, streamlined programming, and enhanced across stations. Key operational changes included revamping advertising sales teams at former stations to align with Nexstar's centralized strategies and optimizing physical and technical assets for efficiency. No large-scale staff reductions specific to the Tribune integration were publicly detailed by Nexstar, though media consolidation typically involves some redundancies in administrative and support functions. Further integration advanced in October 2020 when Nexstar restructured its subsidiaries by merging Nexstar with its digital operations, aiming to leverage Tribune-acquired content across linear , streaming, and online platforms while driving additional efficiencies in content distribution and ad sales. This realignment enhanced geographic and content scale, enabling of and programming from integrated stations. Financially, the merger proved accretive to earnings, with Nexstar's 2019 reflecting expanded revenue from combined operations despite elevated debt levels financed through $3.065 billion in term loans and $675 million in notes issued in June 2019. The integration bolstered Nexstar's market dominance in political and affiliate fees, contributing to sustained profitability amid industry shifts toward digital delivery.

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