Tribune Media calls off sale to Sinclair

Broadcaster sues for damages over delay as regulators questioned terms of merger

Sinclair Broadcast Group’s proposed $3.9-billion deal to acquire Tribune Media is dead.

Tribune announced Thursday that it is terminating the merger agreement. The companies had the option to kill the sale if it had not closed by Aug. 8. The deal was first announced in May 2017.

Tribune also said it filed a breach-of-contract lawsuit against Sinclair in Delaware Chancery Court, claiming the company failed to live up to its commitment to make its best effort at getting regulatory approval of the sale. Tribune is seeking $1 billion in damages.

“In light of the FCC’s unanimous decision, referring the issue of Sinclair’s conduct for a hearing before an administrative law judge, our merger cannot be completed within an acceptable timeframe, if ever,” Tribune Media Chief Executive Peter Kern said in a statement. “This uncertainty and delay would be detrimental to our company and our shareholders. Accordingly, we have exercised our right to terminate the merger agreement, and, by way of our lawsuit, intend to hold Sinclair accountable.”

The merger has been on hold since the Federal Communications Commission voted on July 19 to have the proposal reviewed by an administrative court, a process that has a history of killing such deals.

Sinclair’s plan to buy Tribune’s 42 TV stations — including Los Angeles outlet KTLATV Channel 5 — had been expected to benefit from President Donald Trump’s appointment of FCC Chairman Ajit Pai, who is considered a strong proponent of deregulation of the broadcast industry.

But Pai raised concerns about how Sinclair planned to divest some Tribune stations in order to meet the national cap on TVstation ownership. Under Sinclair’s plan, Tribune stations in Chicago, Dallas and Houston would have been sold to entities that had business ties to Sinclair for prices well under market value. The commission said Sinclair may have misrepresented its plans during the approval process.

Sinclair executives have maintained that they were transparent in their divestiture proposals.

But they may have been overconfident about the FCC approving the deal because of the company’s favorable news coverage of Trump. The company forces its local TV stations to air segments and commentaries supporting the Trump administration’s policies, and former Trump campaign adviser Boris Epshteyn is chief political analyst for Sinclair.

Sinclair has yet to issue a comment on Tribune’s decision.