Tribune walks out on $3.9 billion merger, sues Sinclair

Tribune Media terminates merger agreement with Sinclair files lawsuit for breach of contract

The media company which has enjoyed the support of President Donald Trump, appeared to be cruising toward approval by USA regulators.

PWInsider reports that Tribune Media has terminated its purchase agreement with Sinclair Broadcast Group and have filed a lawsuit against Sinclair for breach of contract.

Reporters at stations owned by Sinclair - which include almost 200 local affiliate news channels across the country branded as ABC, CBS, NBC, Fox, and more - have been forced to run segments that attack Democratic politicians, discredit the FBI's investigation of Russian Federation, call other media outlets "false news", and even run a regular commentary show by a former Trump adviser.

Pai suddenly announced last month that he had "serious concerns" about the deal because Sinclair's divesture plan would still leave it effectively in control of TV stations in markets where its ownership exceeded FCC limitations, including in Chicago.

Tribune, based in Chicago, claimed Thursday that Sinclair used "unnecessarily aggressive and protracted negotiations" with the Department of Justice and FCC over regulatory requirements and that it refused to sell the stations it needed to. "Further delay and uncertainly would be detrimental to our company, our business partners and our shareholders, and accordingly, our board chose to terminate the merger agreement with Sinclair". "Accordingly, we have exercised our right to terminate the Merger Agreement, and, by way of our lawsuit, intend to hold Sinclair accountable", said Tribune CEO Peter Kern in the release.

Sinclair did not immediately comment on Thursday, but said last month 'at no time have we withheld information or misled the FCC in any manner whatsoever'.

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Those transactions involved selling highly valuable stations to buyers with business ties to Sinclair for below-market prices, the FCC alleged.

"In the Merger Agreement, Sinclair committed to use its reasonable best efforts to obtain regulatory approval as promptly as possible, including agreeing in advance to divest stations in certain markets as necessary or advisable for regulatory approval", Tribune said in its announcement.

On Thursday, Kern said the FCC order, which has been the death knell for previous media mergers, was the final straw for Tribune Media.

As a result, Sinclair planned to sell off 21 of its stations.

The termination decision comes on the day that contractual "breakup" fees expire, sparing Tribune Media a potential $135.5 million payout to Sinclair for walking away from the deal. A copy of the lawsuit will be posted on the Tribune Media website, www.tribunemedia.com, as soon as it has been made publicly available by the Court.

"A long close poses real challenges, whether a company actually is acquired or not", Rouse said.

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