Tribune Media Pulls Out Of Merger With Sinclair Broadcast Group

UPDATED with Sinclair comments on merger’s end, share buyback. One of the highest-profile deals in the current go-go period for media M&A has fallen apart, a stunning turn of events for a merger that once seemed all but inevitable.

Tribune Media said it has terminated the merger with Sinclair Broadcast Group, which was first proposed in May 2017, and will file a lawsuit for breach of contract, seeking compensation for all losses it incurred.

“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,” said Tribune Media CEO Peter Kern. “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.”

Sinclair announced a buyback of its own stock worth up to $1 billion and publicly shrugged off the episode. “It is unfortunate that Tribune Media Company terminated our merger agreement,” CEO Chris Ripley said. “Nonetheless, we strongly believe in the long term outlook of our company and disagree with the market’s current discounted view on our share price.”

The stocks of both companies gained 2.5% today on the news of the deal’s implosion.

At the same time it announced the lawsuit and the end of the road with Sinclair, Tribune also reported second-quarter earnings growth of 69% and revenue growth of 6%.

The merger, which would have created a local TV behemoth reaching nearly two-thirds of U.S. households, hit the rocks earlier this summer. FCC Chairman Ajit Pai flagged “serious concerns” and led a unanimous vote to refer the merger review to an administrative law judge. Historically, few mergers have emerged intact from such a referral. The commission objected to the so-called “sidecar” deals Sinclair had set up in order to divest of stations and comply with FCC limits on station ownership. Those divestitures would have left the stations in semi-related entities over which Sinclair would still exercise control, the FCC said, in violation of the rules.

President Donald Trump loomed over the merger review from the beginning. His administration has ties to Sinclair and when the FCC threw its curveball, he complained on Twitter, calling it “sad” that the deal seemed unlikely to go through. Even those unfamiliar with Sinclair got to know the company after a long segment on it by John Oliver on his HBO show Last Week Tonight, as well as a video montage that went viral last winter of Sinclair anchors being made to read a Trump-ian script about “fake news.”

Sinclair has also been targeted with three federal class-action lawsuits over alleged fixing of ad prices, with sales teams from Sinclair and Tribune accused of colluding before the merger got final approval. “The company believes these class action lawsuits are without merit and intends to vigorously defend against the allegations,” Sinclair’s earnings release said yesterday.